Every S-1 that Change Agents Corporation (CHGA) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A S-1 covers the registration statement a company files to sell shares publicly, 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) filed Amendment No. 3 to its Form S-1 registering for resale up to 5,375,797 shares of common stock by existing security holders, including up to 5,000,000 Put Shares that may be issued to Hudson Global Ventures, LLC under a $10.0 million equity line at $2.00 per share and 280,297 shares underlying warrants and pre-funded warrants. The company will not receive proceeds from Selling Stockholders’ resales but may receive up to $10.0 million from sales of Put Shares and about $9,378 if all related warrants are exercised for cash.
CHGA has pivoted from biotech into AI-driven software (the Catch-Up agentic video platform and Beacon GEO search tool) and Keto Air consumer health products, but reports substantial losses, going-concern risk, only $172,000 of cash as of September 11, 2026, and roughly $2.7 million of debt. A 1-for-20 reverse stock split became effective on August 28, 2026, and the company recently regained Nasdaq minimum bid-price compliance.
Change Agents Corporation (CHGA) is registering up to 5,360,797 shares of common stock for resale by existing holders, mainly tied to an equity line of credit with Hudson Global Ventures and various pre-funded and other warrants and consulting or waiver shares. The company itself is not selling shares in this prospectus, but may sell up to 5,000,000 Put Shares at $2.00 per share to Hudson under the Equity Purchase Agreement, providing potential gross proceeds of $10 million plus about $9,378 if certain warrants are fully exercised for cash.
CHGA has pivoted from biotech into two main businesses: an AI software segment (the Catch-Up agentic video platform and Beacon AI search-visibility product) and a consumer health segment distributing the Keto Air ketosis breathalyzer in North America. The company effected a 1‑for‑20 reverse stock split on August 28, 2026 and now has 1,120,216 shares outstanding, rising to up to 6,400,513 shares if all Put Shares and registered warrants are issued or exercised.
Risk disclosures emphasize a going-concern uncertainty, with only about $172,000 of cash as of September 11, 2026 versus an estimated $5 million cash need for 12 months, historical net losses over $17.5 million in 2025 and a large accumulated deficit, plus about $2.7 million of debt including a secured business loan and multiple high-cost notes. The stock trades on Nasdaq Capital Market under the symbol CHGA, but continued listing depends on meeting Nasdaq standards.
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.