Change Agents Corporation files S-1 for resale of up to 35.6 million shares
The former Avalon GloboCare, renamed in July 2026, disclosed a $10 million equity line, going-concern doubts, and a new drone-defense subsidiary alongside its AI and Keto Air businesses.
Change Agents Corporation filed a Form S-1 dated August 7, 2026, registering the resale of up to 35,569,258 shares of common stock by selling stockholders, including Hudson Global Ventures, LLC and several consultants and lenders. The shares consist of up to 33,333,333 Put Shares issuable to Hudson under an Equity Purchase Agreement dated July 22, 2026 at a fixed price of $0.30 per share, plus warrant shares, waiver shares, and consulting shares tied to various 2025 and 2026 agreements.1 The company said it may receive up to $10,000,000 in aggregate gross proceeds from Put Shares under the ELOC Purchase Agreement, plus up to $9,259.25 if the ELOC Warrant is exercised in full.1
The company, formerly Avalon GloboCare Corp., changed its name to Change Agents Corporation effective July 20, 2026, and its Nasdaq ticker from ALBT to CHGA effective July 22, 2026.1 It now operates through an artificial intelligence software segment via Avalon Quantum AI, LLC, formed from its December 2025 acquisition of RPM Interactive, Inc., and a consumer health segment distributing the Keto Air breathalyzer device.1
On liquidity, the company disclosed an accumulated deficit of approximately $110.4 million as of March 31, 2026 and approximately $105.9 million as of December 31, 20251, and said there is substantial doubt about its ability to continue as a going concern, an assessment echoed by its independent registered public accounting firm.1 As of July 31, 2026, the company had approximately $200,000 in cash, enough to support operations only for the next month, while 12 months of operations would require $5,000,000.1
Separately, on August 4, 2026 the company announced the formation of Autonomous Air Defense LLC, a wholly owned subsidiary to pursue AI-enabled autonomous drone surveillance and counter-unmanned aerial systems technologies.1 A related 8-K covering July 30 through August 1, 2026 disclosed an aggregate 1,550,000 shares issued to consultants under Section 4(a)(2) exemptions in consideration of services rendered.2
Written by readthrough’s AI from the linked primary sources and fact-checked against them automatically before publishing. Not investment advice.