Change Agents Corporation corrects warrant share count in amended SEC filing

Change Agents Corporation, trading as CHGA on the Nasdaq Capital Market, filed a Form 8-K/A on September 18, 2026 to amend its original Current Report filed September 14, 2026. The company said it was filing the amendment to correct an inadvertent error in the number of September Pre-Funded Warrant Shares reported in the Original Filing, changing the figure to 100,000 from 1,000,000 in the Original Filing.¹ The filing stated no other changes have been made from the Original Filing.¹

The underlying transaction, dated September 8, 2026, involved the company issuing promissory notes to certain accredited investors in the aggregate principal amount of $280,000, inclusive of a $30,000 original issuance discount, for gross proceeds of $250,000.¹ Net proceeds were used to repay $19,710 under a 7% promissory note originally issued to Vanquish Funding Group Inc. in the principal amount of $233,910, and $19,710 under 18.75% notes issued in June 2025¹, with remaining proceeds going to working capital and general corporate purposes.¹

The notes mature on April 8, 2027, accrue interest at 7% per annum rising to 15% upon default, and may be prepaid at 105% of principal.¹

Separately, the company entered a Second Amendment to its Equity Purchase Agreement with Hudson Global Ventures, LLC on September 9, 2026, reducing the purchase price for shares sold to the investor to $2.00 per share under an agreement allowing draws of up to $10,000,000.¹

The company also issued warrants to Dune Equity Holdings, LLC and FirstFire Opportunities Fund, LLC on September 10 and 14, 2026 in exchange for waivers permitting the new notes, covering 50,000 and 34,000 shares of Common Stock, respectively.¹