Change Agents Corporation issues $336,000 in notes in second note tranche

Change Agents Corporation, trading as CHGA on Nasdaq, reported in an 8-K filing dated October 2, 2026 that on September 30, 2026, it issued promissory notes to certain accredited investors totaling $336,000 in principal, which included a $36,000 original issuance discount, yielding $300,000 in gross proceeds.¹

The company directed the net proceeds toward retiring prior debt. It repaid $125,000 owed under 18.75% notes issued in June 2025, paid $125,000 to the holder of its Series F Preferred Stock under redemption terms, and made a $37,125 installment payment to its lead lender under a July 2026 Business Loan and Security Agreement.¹

As part of the deal, the company also issued pre-funded warrants to purchase 100,000 shares of common stock as an inducement for investors to buy the notes.¹ The notes carry specific terms: they mature on April 30, 2027, and bear 7% annual interest, which rises to 15% or the maximum allowed by law if a default occurs.¹ The company can prepay the notes early at 105% of the original principal.¹ The notes also include negative covenants that limit the company from taking on additional debt while they remain outstanding.¹

Investors also received a most-favored-nations clause covering any non-convertible debt the company might issue going forward, or amendments to non-convertible debt issued before the note agreement's effective date.¹ The company further agreed to avoid entering into variable rate transactions until the notes mature.¹

Separately, the filing disclosed that on September 28, 2026, Chief Strategy Officer Luisa Ingargiola personally advanced the company $20,000 to ensure a timely loan payment under its Business Loan and Security Agreement with Agile Funding.¹ The company repaid that advance in October 2026.¹