Change Agents amends equity line terms, issues OID notes to repay debt
The company revised pricing on its Hudson Global Ventures equity purchase agreement and separately raised $550,000 through discounted promissory notes to retire existing debt.
Change Agents Corporation, trading as CHGA on Nasdaq, reported two financing actions in August 2026 filings.
On August 21, 2026, the company entered a First Amendment to its Equity Purchase Agreement with Hudson Global Ventures, LLC, originally dated July 22, 2026. The amendment reduced the purchase price for shares sold to the investor to $0.20 per share and restated the applicable trading amount for each put.1 The revised schedule ties put amounts to trading price and volume conditions, ranging from $15,000 when the volume-weighted average price exceeds $0.25 with trading volume above 1,000,000 shares, or when the lowest closing price over two preceding trading days falls between $0.25 and $0.35, up to $500,000 when that lowest closing price exceeds $1.50.1 The amendment also included an exchange cap limiting put share issuances to 19.99% of outstanding common stock until stockholder approval is obtained, under Nasdaq Listing Rule 5635(d).1
Separately, on August 14, 2026, the company issued promissory notes to accredited investors totaling $616,000 in principal, including a $66,000 original issue discount, for gross proceeds of $550,000.2 Proceeds were used to repay $144,000 owed to Vanquish Funding Group Inc., $125,000 under 18.75% notes from June 2025, and $74,000 under a July 2024 business loan, with remaining funds directed to working capital.2 The company also issued pre-funded warrants for 1,000,000 shares as an inducement.2 The notes mature May 14, 2027, carry 7% interest that rises to 15% on default, and may be prepaid at 105% of principal.2
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