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Change Agents Corporation (CHGA) filed an amended Form S-1 to register up to 52,235,925 shares of common stock for resale by existing holders. The registration covers 50,000,000 Put Shares issuable to Hudson Global Ventures under a $10,000,000 equity line at $0.20 per share, 925,925 warrant shares at $0.01 per share, and 1,310,000 previously issued consulting and waiver shares.
The company will not receive proceeds from resale by selling stockholders, but may receive up to $10.0 million from future issuances of Put Shares to Hudson plus up to $9,259.25 if the warrant is fully exercised for cash, which it plans to use partly to repay debt and for working capital. Common stock outstanding was 19,946,803 shares as of August 24, 2026, and could rise to 72,182,728 shares if all Put Shares are sold and the ELOC warrant is fully exercised.
Change Agents is repositioned as a technology company with an AI software segment (Catch-Up agentic video platform and Beacon AI search product) and a consumer health segment distributing the Keto Air ketosis breathalyzer. The prospectus discloses substantial risks, including a going-concern warning, only about $191,000 cash versus an estimated $5,000,000 12‑month funding need, approximately $2.6 million of debt, secured borrowing with tight covenants, significant potential dilution from preferred stock, warrants and the equity line, and Nasdaq minimum-bid price deficiency.
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.
Change Agents Corporation reported a net loss of $6.66 million for the six months ended June 30, 2026, an improvement from $15.94 million a year earlier, driven partly by the absence of prior-year debt extinguishment losses. Operating expenses from continuing operations were $4.77 million, including $1.13 million of amortization on newly recognized intangible assets from the RPM Interactive acquisition.
Total assets were $14.72 million, down from $23.40 million at year-end 2025, reflecting the February 2026 sale of subsidiary Avalon RT 9 to the company’s chairman for $9.0 million; the $1.86 million excess over carrying value was recorded in additional paid-in capital. Cash was $39,221, and the company had a working capital deficit of about $4.09 million, total liabilities of $4.65 million, and equity of $10.07 million.
The company has shifted to two main businesses: an AI software segment (agentic video generation and Generative Engine Optimization via Avalon Quantum AI) and a consumer health technology segment distributing the Keto Air breathalyzer. Management disclosed recurring losses, negative operating cash flow of $3.56 million over six months, and an insufficient cash balance to cover the next twelve months, concluding that these conditions raise substantial doubt about its ability to continue as a going concern. The plan relies on raising additional equity capital and growing revenues from AI and Keto Air products.
Armistice Capital, LLC and Steven Boyd report beneficial ownership of Change Agents Corporation common stock. They report beneficial ownership of 1,598,749 shares, representing 9.99% of the outstanding common stock. All voting and dispositive power over these shares is shared, with no sole voting or dispositive authority reported.
The shares are held directly by Armistice Capital Master Fund Ltd., for which Armistice Capital is investment manager under an Investment Management Agreement. Armistice Capital and Mr. Boyd may be deemed to beneficially own the issuer’s securities held by the Master Fund, while the Master Fund has rights to dividends and sale proceeds from the reported securities.
Change Agents Corporation received an updated Schedule 13G/A from Mitchell P. Kopin, Daniel B. Asher and Intracoastal Capital LLC reporting their beneficial ownership of its common stock. As of June 30, 2026, they may be deemed to beneficially own 632,752 shares of common stock through Intracoastal, all issuable upon exercise of two warrants, representing 4.99% of the outstanding common stock.
This percentage is calculated using 12,047,651 shares of common stock outstanding as of May 11, 2026 plus the warrant shares counted toward ownership. Intracoastal Warrant 2 includes a 4.99% “blocker provision” that limits additional exercises; without this blocker, the reporting persons may have been deemed to beneficially own 980,394 shares. All voting and dispositive powers reported are shared, with no sole power reported.
Change Agents Corporation is calling a virtual special stockholders’ meeting on September 22, 2026 to approve a series of financing-related proposals that could significantly expand its ability to issue equity. Stockholders of record on August 10, 2026, when 19,646,803 common shares were outstanding, are entitled to vote, with a quorum set at one-third of eligible shares.
The company seeks approval of an Equity Line of Credit with Hudson Global Ventures under which Change Agents may direct Hudson to buy up to $10,000,000 of common stock at a fixed price of $0.30 per share, or 33,333,333 Put Shares, along with approval of an associated warrant for 925,925 shares at a $0.01 exercise price. Additional proposals ask stockholders to pre-approve “Future Issuances” of discounted securities within specified Nasdaq parameters, and to allow full share conversion of two $233,910 promissory notes that become convertible into stock upon default, which otherwise are capped at 19.99% of pre-transaction outstanding shares.
Further items include approval of 360,000 forbearance shares tied to an $825,000 business loan, several consulting-share grants totaling over 1.8 million shares, and an amendment to increase authorized common stock from 100,000,000 to 125,000,000 shares to support future financings and acquisitions. The board unanimously recommends voting “FOR” all 12 proposals.