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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
October 13, 2026
Change Agents Corporation
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-38728 |
|
47-1685128 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I. R. S. Employer
Identification No.) |
4400 Route 9 South, Suite 3100
Freehold, NJ 07728
(Address of principal executive offices, including
ZIP code)
(732) 780-4400
(Registrant’s telephone number, including
area code)
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common stock, $0.0001 par value |
|
CHGA |
|
The Nasdaq Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
Waivers
and Pre-Funded Warrants
On
October 14, 2026, Change Agents Corporation (the “Company”) entered into certain waivers (the “October 2026 Waivers”)
with each of Dune Equity Holdings, LLC (“Dune”) and FirstFire Global Opportunities Fund, LLC (“Firstfire”) to
waive their prepayment provisions with respect to a recent note issuance and recent sale of shares under an equity purchase agreement.
In consideration of the October 2026 Waivers, the Company issued pre-funded warrants to each of Dune and FirstFire (collectively, the
“Waiver Pre-Funded Warrants”) to purchase 62,000 and 37,500 shares of common stock, par value $0.0001 per share (“Common Stock”), respectively (collectively, the “Waiver
Pre-Funded Warrant Shares). The Waiver Pre-Funded Warrants are immediately exercisable and may be exercised at a nominal exercise price
of $0.0001 per share of Common Stock at any time until all of the Waiver Pre-Funded Warrants are exercised in full; provided, however,
that until the Company has obtained stockholder approval for issuance of the Waiver Pre-Funded Warrant Shares, the Company shall not
issue a number of Waiver Pre-Funded Warrant Shares, which when aggregated with all other securities that are required to be aggregated
for purposes of Nasdaq Listing Rule 5635(d), would exceed 19.99% of the shares of Common Stock outstanding as of the date of definitive
agreement with respect to the first of such aggregated transactions A holder may not exercise any portion of the Waiver Pre-Funded Warrants
to the extent the Purchaser would own more than 4.99% of the outstanding Common Stock immediately after exercise. A holder may increase
or decrease this percentage with respect to Waiver Pre-Funded Warrants to a percentage not in excess of 9.99%, except that any such increase
shall require at least 61 days’ prior notice to the Company. In addition, the Company shall not issue a number of Common Stock
pursuant to the exercise of this Warrant, which when aggregated with all other securities that are required to be aggregated for purposes
of Nasdaq Listing Rule 5635(d), would exceed 19.99% of the shares of Common Stock outstanding as of the date of definitive agreement
with respect to the first of such aggregated transactions, unless the Company has obtained the Stockholder Approval The Waiver Pre-Funded
Warrants also provide that if the Company fails to procure stockholder approval for issuance of the Waiver Pre-Funded Warrant Shares
on or before the date which is 90-days after issuance of the Waiver Pre-Funded Warrants, then the holders of such warrants will have
the right to require the Company to pay a buyout fee redeem the warrants in the amount of $150,000 for Dune and $75,000 for FirstFire
unless this Pre-Funded Warrants are exercisable in full on the Stockholder Approval Deadline Date in accordance with Nasdaq Listing Rule
5635(d), in which case no buyout amount shall be due and payable. The October 2026 Waivers also granted piggyback registration rights.
The
foregoing description of each of the October 2026 Waivers and the Waiver Pre-Funded Warrants does not purport to be complete and is qualified
in its entirety by reference to the full text of the October 2026 Waivers and the Waiver Pre-Funded Warrants , copies of which are filed
as Exhibits 10.1 and 4.1 to this Current Report on Form 8-K and are incorporated herein by reference.
Unsecured
Promissory Notes
On October 16, 2026, the Company
executed unsecured promissory notes (the “Unsecured Promissory Notes”) in the amounts of $150,000 and $100,000 with amounts
due at maturity on December 1, 2026 of $183,335.00 and $116,665.00, respectively.
The foregoing description
of the unsecured promissory notes does not purport to be complete and is qualified in its entirety by reference to the full text of the
form of unsecured promissory note a copy of which is filed as Exhibit 4.2 to this Current Report on Form 8-K and incorporated herein by
reference.
Item 2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set
forth under Item 1.01 of this Current Report on Form 8-K relating to the Unsecured Promissory Notes is incorporated by reference into
this Item 2.03.
On October 13, 2026,
the Company’s Chief Strategy Officer (CSO), Luisa Ingargiola, advanced the Company $7,500 so that the Company would timely make
a loan payment under its Business Loan and Security Agreement with Agile Funding. The Company repaid this advance in October 2026.
Item
3.02 Unregistered Sales of Equity Securities.
As
of the date of this report, the Company has 1,254,947 shares of Common Stock outstanding.
The
information set forth under Item 1.01 of this Current Report on Form 8-K relating to the Waiver Pre-Funded Warrants and the Waiver Pre-Funded
Warrant Shares is incorporated by reference into this Item 3.02. The Waiver Pre-Funded Warrants and the Waiver Pre-Funded Warrant Shares
have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws
and were offered and sold, or will be issued, in reliance upon exemptions from the registration requirements of the Securities Act, including
Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
The
exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.
| Exhibit
No. |
|
Description
of Exhibit |
| 4.1 |
|
Form of Waiver Pre-Funded Warrant |
| 4.2 |
|
Form of Unsecured Promissory Note |
| 10.1 |
|
Form of October 2026 Waiver |
| 104# |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Date: October 19, 2026 |
Change Agents Corporation |
| |
|
| |
/s/ Sam Knipper |
| |
Sam Knipper |
| |
Chief Financial Officer |
