Change Agents Corporation issues warrants and promissory notes in October 2026 financings

Change Agents Corporation, trading as CHGA on the Nasdaq Capital Market, disclosed a series of financing moves in an 8-K dated October 19, 2026, covering events from October 13 through October 16, 2026.

On October 14, 2026, the company reached waiver agreements with two lenders, Dune Equity Holdings, LLC and FirstFire Global Opportunities Fund, LLC. The agreements waived prepayment provisions tied to a note the company had issued and a share sale made under an equity purchase agreement.¹ In exchange, the company issued pre-funded warrants letting Dune and FirstFire buy 62,000 and 37,500 shares of common stock, respectively, at $0.0001 par value.¹

The warrants carry restrictions. They are exercisable immediately at a nominal price of $0.0001 per share, though until stockholders approve the issuance, the company cannot exceed 19.99% of outstanding shares under Nasdaq Listing Rule 5635(d), and no holder may exercise if it would own more than 4.99% of outstanding stock afterward.¹ If stockholder approval is not secured within 90 days of the warrants' issuance, holders can demand a buyout of $150,000 for Dune and $75,000 for FirstFire, unless the warrants are already fully exercisable by that deadline under the Nasdaq rule.¹ The waivers also included piggyback registration rights.¹

Separately, on October 16, 2026, the company signed two unsecured promissory notes. One was for $150,000 and the other for $100,000, with maturity values on December 1, 2026 of $183,335.00 and $116,665.00, respectively.¹

The filing also noted a brief internal loan. On October 13, 2026, Chief Strategy Officer Luisa Ingargiola advanced the company $7,500 to cover a timely payment under its Business Loan and Security Agreement with Agile Funding, which the company repaid in October 2026.¹

As of the filing date, the company reported 1,254,947 shares of common stock outstanding.¹