Here are the 8-K filings from Change Agents Corporation (CHGA) in our archive since June 2025, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
An 8-K covers material events a company has to report between its quarterly reports, so if you follow CHGA and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CHGA filings page.
Change Agents Corporation (CHGA) issued a $250,000 promissory note to Harllon Holdings LLC on November 4, 2026. The note has a $75,000 original issue discount and requires repayment of $325,000 on January 1, 2027; the company may prepay it on December 1, 2026, for $312,000.
The company agreed to issue 150,000 common shares to certain consultants for services rendered, with no proceeds received. The issuances rely on the exemption from registration under Section 4(a)(2) of the Securities Act.
Chief Strategy Officer Luisa Ingargiola was appointed principal executive officer until the company appoints a new Chief Executive Officer. She will receive no additional compensation for the role. She has served as Chief Strategy Officer since June 3, 2026, and served as Chief Financial Officer from February 21, 2017, through June 3, 2026.
Change Agents Corporation (CHGA) shareholders approved an amendment to the Avalon GloboCare Corp. Stock Incentive Plan, increasing common shares reserved for issuance from 100,000 to 500,000. The amendment was Proposal 16 at the special meeting held October 30, 2026.
Shareholders approved all 17 proposals, covering ELOC and warrant matters, future issuances, note conversions, forbearance and consultant shares, a charter amendment, pre-funded warrants, MFN and waiver matters, and adjournment. A total of 406,853 shares were represented in person or by valid proxies, constituting a quorum. The equity plan amendment received 146,588 votes for, 10,434 against, 1,819 abstentions, and 248,012 broker non-votes.
Change Agents Corporation (CHGA) entered waivers with Dune Equity Holdings, LLC and FirstFire Global Opportunities Fund, LLC on October 14, 2026, and issued pre-funded warrants for 62,000 and 37,500 common shares, respectively. The warrants are immediately exercisable at $0.0001 per share. Until stockholder approval, issuances aggregated under Nasdaq Listing Rule 5635(d) are capped at 19.99% of common shares outstanding on the date of the first definitive agreement for those transactions. Holders may not exercise above 4.99% ownership, adjustable to no more than 9.99% with at least 61 days’ prior notice. The waivers also grant piggyback registration rights.
On October 16, 2026, the company executed unsecured notes for $150,000 and $100,000, with $183,335 and $116,665 due at maturity on December 1, 2026, respectively. Chief Strategy Officer Luisa Ingargiola advanced $7,500 on October 13, 2026, for a loan payment, and the company repaid the advance in October 2026.
Change Agents Corporation appointed Eric Weisblum as an independent director, effective October 12, 2026. Weisblum founded Silo Pharma and has served as its chief executive officer since 2020. His background includes public-company management, capital markets, therapeutic-asset licensing, and nearly 20 years structuring and trading financial instruments.
Change Agents stated that no arrangement or understanding with another person, other than its directors acting solely in that capacity, led to Weisblum’s selection. The company also said it was unaware of any transaction or currently proposed transaction involving Weisblum or an immediate family member that would require disclosure under Regulation S-K.
Change Agents Corporation (CHGA) said Meng Li will resign as Interim Chief Executive Officer, Chief Operating Officer and Secretary, effective October 8, 2026. She is resigning to allow the company to prepare for a potential acquisition in the drone defense industry. The board will conduct an extensive search for her replacement in the global defense and AI industry.
On September 30, 2026, Change Agents Corporation issued accredited investors notes with $336,000 aggregate principal, including a $36,000 original issue discount, for $300,000 gross proceeds, and pre-funded warrants to purchase 100,000 common shares as an inducement. The notes mature April 30, 2027, bear 7% annual interest (15%, or the maximum permitted by law, during an event of default), and may be prepaid at 105% of original principal. Net proceeds repaid $125,000 of June 2025 notes, $125,000 related to Series F Preferred Stock redemption provisions, and a $37,125 installment to the lead lender under the July 2026 loan agreement.
The notes restrict additional indebtedness while outstanding, and the company agreed not to enter variable-rate transactions until maturity. Warrants are immediately exercisable at $0.0001 per share. Before stockholder approval, the warrant shares, together with other securities aggregated under Nasdaq Listing Rule 5635(d), may not exceed 19.99% of common shares outstanding as of the first transaction's definitive-agreement date. Each holder's ownership limit is 4.99%, adjustable up to 9.99% with 61 days' prior notice. No proceeds were received upon warrant issuance.
Chief Strategy Officer Luisa Ingargiola advanced the company $20,000 on September 28, 2026, for a loan payment; the company repaid the advance in October 2026.
Change Agents Corporation (CHGA) filed an amendment to correct the number of September 2026 pre-funded warrant shares associated with its September 2026 financing from 1,000,000 to 100,000; all other terms remain unchanged. The company issued September 2026 original issue discount notes with an aggregate principal of $280,000 (including a $30,000 discount) for gross proceeds of $250,000. Net proceeds are used in part to repay approximately $19,710 on a 7% note to Vanquish Funding Group Inc. and $19,710 on June 2025 18.75% notes, with the remainder for working capital and general corporate purposes.
The notes mature on April 8, 2027, bear 7% interest (rising to 15% upon default), are prepayable at 105% of principal, and include negative covenants and a “most-favored nations” provision for non-convertible debt. As an inducement, investors received pre-funded warrants for 100,000 common shares at an exercise price of $0.0001 per share, subject to a 19.99% Nasdaq Listing Rule 5635(d) cap and 4.99%–9.99% beneficial ownership limits. The company also amended an equity purchase agreement with Hudson Global Ventures to allow sales of up to $10,000,000 of stock at $2.00 per share, with a similar 19.99% exchange cap, and granted additional pre-funded warrants to Dune Equity Holdings and FirstFire Opportunities Fund in connection with waivers, which include potential cash buyout fees if stockholder approval is not obtained within 90 days.
Change Agents Corporation (CHGA) entered into several financing arrangements centered on a new discounted debt issuance and additional equity-linked securities. On September 8, 2026 the company issued $280,000 in original issue discount promissory notes for $250,000 of gross proceeds, maturing on April 8, 2027 and bearing 7% annual interest, rising to 15% upon default. Part of the proceeds repaid earlier notes, with the balance for working capital. As an inducement, Change Agents issued pre-funded warrants to purchase 1,000,000 common shares at an exercise price of $0.0001 per share, subject to a 19.99% issuance cap tied to Nasdaq Listing Rule 5635(d) and individual ownership limits of 4.99% or, upon notice, 9.99%.
The company also amended its equity purchase agreement with Hudson Global Ventures to maintain an equity line of up to $10,000,000 and set a $2.00 per-share purchase price, with an Exchange Cap mirroring the 19.99% limit pending stockholder approval. In addition, Change Agents obtained waivers from existing noteholders Dune Equity Holdings and FirstFire Opportunities Fund, issuing them pre-funded warrants for 50,000 and 34,000 shares, respectively, with similar caps. If stockholder approval for these waiver-related shares is not obtained within 90 days, Dune and FirstFire may require cash buyouts of $125,000 and $75,000, respectively.
Change Agents Corporation (CHGA) is implementing a 1-for-20 reverse stock split of its common stock pursuant to stockholder authorization granted on June 9, 2026. A certificate of amendment was filed in Delaware, and the reverse split became effective at 4:01 p.m. Eastern Time on August 28, 2026.
Every twenty issued and outstanding shares of common stock were automatically combined into one share, without changing the number of authorized shares or the $0.0001 par value. Issued and outstanding shares were reduced from approximately 21,071,803 to approximately 1,053,591, with an estimated public float of about 929,278 shares. Trading on a split-adjusted basis on The Nasdaq Capital Market under the symbol CHGA begins August 31, 2026, with a new CUSIP of 05344R401, and equity awards, warrants and plan reserves will be adjusted proportionately.
Change Agents Corporation (Nasdaq: CHGA) reported that its subsidiary Avalon Quantum AI, LLC has completed Phase 2 development of the Catch-Up agentic AI video studio platform in collaboration with Amazon Web Services and Caylent, Inc. AWS agreed to provide $125,000 of project funding, which was contingent on completing the project within seven months and has now been provided.
The enhanced Catch-Up platform is designed to autonomously create personalized short-form video content for social media influencers, podcasters, and digital content creators across multiple platforms with minimal technical expertise. Beta testing of the upgraded platform is expected to begin in September 2026 as Change Agents works to advance Catch-Up toward broader commercialization within its SaaS portfolio.
Change Agents Corporation (CHGA) disclosed that it entered into a First Amendment to its Equity Purchase Agreement with Hudson Global Ventures, LLC. Under this amended equity line, the company may require the investor to purchase shares of common stock with an aggregate purchase price of up to $10,000,000, on the terms and conditions in the agreement.
The amendment reduces the purchase price for shares sold to the investor to $0.20 per share and amends and restates the definition of the “Applicable Trading Amount” that governs how many shares can be sold in each put. It also adds an Exchange Cap, limiting issuance of put shares so that, together with other aggregated securities under Nasdaq Listing Rule 5635(d), they do not exceed 19.99% of the common stock outstanding as of the relevant definitive agreement date, unless stockholder approval is obtained.
Change Agents Corporation (CHGA) entered into a Note Purchase Agreement on August 14, 2026, issuing promissory notes with an aggregate principal of $616,000 (including a $66,000 original issuance discount) for $550,000 in gross proceeds. Net proceeds are allocated to repay $144,000 on a 7% note to Vanquish Funding Group Inc., $125,000 on June 2025 18.75% notes, and $74,000 under a July 2024 Business Loan and Security agreement, with the remainder for working capital and general corporate purposes.
The notes mature on May 14, 2027, bear 7% annual interest (rising to 15% upon default), and are prepayable at 105% of original principal. They include negative covenants restricting additional indebtedness and a “most-favored nations” provision on non-convertible debt. As an inducement, the company issued August 2026 pre-funded warrants to purchase 1,000,000 common shares at an exercise price of $0.0001 per share, subject to Nasdaq Listing Rule 5635(d)’s 19.99% cap until stockholder approval and a beneficial ownership limit of 4.99%, adjustable up to 9.99% with 61 days’ notice. These securities were offered in reliance on Section 4(a)(2) and/or Rule 506(b) exemptions.