Armistice Capital (CHGA) discloses 1.6M-share, 9.99% holding in Change Agents

Rhea-AI Filing Summary

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.

Key Figures

Beneficially owned shares: 1,598,749 shares Percent of class: 9.99% Shared voting power: 1,598,749 shares +3 more

6 metrics

Beneficially owned shares 1,598,749 shares Reported as beneficially owned by Armistice Capital and Steven Boyd

Percent of class 9.99% Percentage of Change Agents Corporation common stock class

Shared voting power 1,598,749 shares Shares over which reporting persons share voting power

Shared dispositive power 1,598,749 shares Shares over which reporting persons share dispositive power

Sole voting power 0 shares Shares with sole voting power reported

Sole dispositive power 0 shares Shares with sole dispositive power reported

Key Terms

beneficially own, Investment Management Agreement, exempted company, dispositive power, +1 more

5 terms

beneficially own financial

"Armistice Capital exercises voting and investment power ... and thus may be deemed to beneficially own"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Investment Management Agreement financial

"pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power"

An investment management agreement is a written contract that hires a professional to make buying, selling and strategy decisions for an investment account or fund, and sets out their duties, fees, risk limits, performance measures and reporting requirements. It matters to investors because the agreement determines who controls the money, how much the service costs, what risks are allowed, and how success or failure is measured—think of it as the service contract that defines expectations and remedies for a hired portfolio manager.

exempted company financial

"The Master Fund, a Cayman Islands exempted company that is an investment advisory client"

dispositive power financial

"Sole Dispositive Power 0.00 6 | Shared Dispositive Power 1,598,749.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Rule 13d-1(k) regulatory

"JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k)"

FAQ

What percentage of Change Agents Corporation (CHGA) does Armistice Capital report owning?

Armistice Capital and Steven Boyd report beneficial ownership of 9.99% of Change Agents Corporation’s common stock, representing 1,598,749 shares. This stake reflects shared voting and shared dispositive power over all reported shares.

How many CHGA shares does Armistice Capital report as beneficially owned?

Armistice Capital and Steven Boyd report beneficial ownership of 1,598,749 Change Agents Corporation common shares. They report 0 sole voting or dispositive power and shared voting and dispositive power over all 1,598,749 shares.

Who directly holds the CHGA shares reported by Armistice Capital?

The Armistice Capital Master Fund Ltd. directly holds the reported Change Agents Corporation shares. Armistice Capital, as investment manager, may be deemed to beneficially own them under an Investment Management Agreement giving it voting and investment power.

What rights does the Master Fund have regarding CHGA shares?

The Master Fund has the right to receive dividends from, or the proceeds from the sale of, the reported Change Agents Corporation securities. It is described as a Cayman Islands exempted company and an investment advisory client of Armistice Capital.

What voting and dispositive powers are reported for CHGA stock?

For Change Agents Corporation stock, the reporting persons show 0 sole voting power and 1,598,749 shares of shared voting power, with the same split for dispositive power: 0 sole and 1,598,749 shared dispositive power.

Who are the reporting persons in the CHGA Schedule 13G?

The reporting persons are Armistice Capital, LLC and Steven Boyd. Armistice Capital is organized in Delaware, and Steven Boyd is a U.S. citizen and the managing member of Armistice Capital, signing the report on their behalf.

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Available on EDGAR 08/14/2026 - 10:06 AM Accepted by SEC EDGAR 08/14/2026 - 10:05 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Change Agents Corporation

(Name of Issuer)

Common stock, $0.0001 par value

(Title of Class of Securities)

05344R302

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 05344R302

1

Names of Reporting Persons

Armistice Capital, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,598,749.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,598,749.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,598,749.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP Number(s): 05344R302

1

Names of Reporting Persons

Steven Boyd

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,598,749.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,598,749.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,598,749.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Change Agents Corporation
(b)	Address of issuer's principal executive offices: 4400 Route 9 South, Suite 3100, Freehold, New Jersey 07728
Item 2.
(a)	Name of person filing: Armistice Capital, LLC Steven Boyd Collectively, the "Reporting Persons"
(b)	Address or principal business office or, if none, residence: Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America Steven Boyd c/o Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America
(c)	Citizenship: Armistice Capital, LLC - Delaware; Steven Boyd - United States of America
(d)	Title of class of securities: Common stock, $0.0001 par value
(e)	CUSIP Number(s): 05344R302
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 1,598,749
(b)	Percent of class: 9.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 1,598,749
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 1,598,749 Armistice Capital, LLC ("Armistice Capital") is the investment manager of Armistice Capital Master Fund Ltd. (the "Master Fund"), the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The Master Fund, a Cayman Islands exempted company that is an investment advisory client of Armistice Capital, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Armistice Capital, LLC

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd - Managing Member
Date:	08/14/2026

Steven Boyd

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd
Date:	08/14/2026

Exhibit Information

JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: August 14, 2026 Armistice Capital, LLC By: /s/ Steven Boyd Steven Boyd - Managing Member Steven Boyd By: /s/ Steven Boyd