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BCS

Current Report · Items 5.02, 5.07, 9.01 · 8-K

Change Agents Corporation

CHGANASDAQEQUITYCurrent

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Submission of Matters to a Vote of Security Holders

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. At the Special Meeting (as defined below) on October 30, 2026, the shareholders of Change Agents Corporation (the “Company”) approved Amendment No. 1 to the Avalon GloboCare Corp.…

Filed Oct 30, 2026Accepted Oct 30, 2026, 4:05 PM EDTCIK 1630212Accession 0001213900-26-114381
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Company context

We are a technology-focused company with a strategic focus on developing innovative Agentic AI software and consumer health products that target consumers and small businesses. We recently announced our intent to expand into drone interception and surveillance AI enhanced technology solutions through the establishment of Autonomous Air Defense Systems LLC. Throughout our operating history, we have maintained our corporate identity, management team and original mission while strategically evolving our business in response to market conditions and commercial opportunities, with each such evolution being the product of deliberate decisions. We are actively seeking complementary bolt-on AI acquisitions that could generate near-term revenue to supplement our current operations as both segments continue to develop. We believe our diverse and evolving portfolio of commercial activities reflects our ongoing commitment to identifying and building value-oriented technology businesses for the benefit of its stockholders.

Current securities

Historical securities (1)

Recent company filings

  1. Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Unregistered Sales of Equity SecuritiesOct 19, 2026
  2. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsOct 16, 2026
  3. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsOct 8, 2026
  4. Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Unregistered Sales of Equity SecuritiesOct 2, 2026
  5. DEF 14A filingSep 29, 2026

Registered securities in this filing

Change Agents Corporation · 8-K · Filed 2026-10-30

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common stock, $0.0001 par value

Symbol
CHGA
Exchange
NASDAQ
Classification
COMMON
Status
Current
Filing context

Context: AsOf2026-10-30

Dimensions: Not supplied

Accession 000121390026114381 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 5.02, 5.07, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. At the Special Meeting (as defined below) on October 30, 2026, the shareholders of Change Agents Corporation (the “Company”) approved Amendment No. 1 to the Avalon GloboCare Corp. Stock Incentive Plan (the “Plan Amendment’) to increase the number of shares of common stock reserved for issuance thereunder to 500,000 shares from 100,000 shares. The foregoing descriptions of the Plan Amendment is not complete and are qualified in its entirety by reference to the full text of the Plan Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders. On October 30, 2026, the Company held a special meeting of stockholders (the “Special Meeting”) for the purpose of holding a stockholder vote on Proposals 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, and 17 set forth below. A total of 406,853 shares of the Company’s common stock, constituting a quorum, were represented in person or by valid proxies at the Special Meeting. At the Special Meeting, the Company’s stockholders: Approved the potential issuance, for the purposes of complying with Nasdaq Listing Rule 5635(d), of the Company’s common stock pursuant to that certain Equity Purchase Agreement, dated July 22, 2026 as amended by that certain First Amendment thereto dated August 21, 2026 and further amended by that certain Second Amendment dated September 9, 2026, by and between Company and Hudson Global Ventures, LLC (the “ELOC Proposal”); ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Approved, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of 46,297 shares of the Company’s common stock issuable upon the exercise of a common stock purchase warrant issued to Hudson Global Ventures, LLC, pursuant to that certain equity purchase agreement dated as of July 22, 2026 by and between Company and Hudson Global Ventures, LLC (the “ELOC Warrant Shares Proposal”); Approved, for the purposes of complying with Nasdaq Listing Rule 5635(d), any 20% Issuance (as defined in the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on September 29, 2026 (the “Proxy Statement”)) made by the Company that is less than the Minimum Price (as defined in the Proxy Statement) and is within the Nasdaq parameters described in the Proxy Statement (the “Future Issuances Proposal”); ───────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Approved, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of the Company’s common stock issuable upon conversion of a promissory note, dated February 11, 2026, issued to Vanquish Funding Group, Inc. (the “February 11th Note Conversion Proposal”); ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Approved, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of the Company’s common stock issuable upon the conversion of a promissory note, dated February 19, 2026, issued to Vanquish Funding Group, Inc. (the “February 19th Note Conversion Proposal”); ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Approved, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of 18,000 shares of the Company’s common stock pursuant to that certain Forbearance Letter Agreement, dated July 24, 2026, by and between Company and Agile Lending, LLC (the “Forbearance Shares Proposal”); Approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 100,000,000 to 125,000,000 (the “Charter Amendment Proposal”); -1- Approved, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of 15,000 shares of our common stock pursuant to that certain consulting agreement dated as of July 1, 2026, by and between the Company and a consultant for certain advisory services (the “July 1st Consultant Shares Proposal”); Approved, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of 30,000 shares of our common stock pursuant to that certain consulting agreement dated as of July 1, 2026, as amended on July 30, 2026 by and between the Company and a consultant for certain advisory services (the “First July 30th Consultant Shares Proposal”); 10. Approved, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of 37,500 shares of our common stock pursuant to that certain consulting agreement dated as of July 30, 2026, by and between the Company and a consultant for certain advisory services (the “Second July 30th Consultant Shares Proposal”); 11. Approved, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of 10,000 shares of our common stock pursuant to that certain consulting agreement dated as of August 1, 2026, by and between the Company and a consultant for certain advisory services (the “August 1st Consultant Shares Proposal”); 12. Approved, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of a pre-funded warrant to purchase 50,000 shares of our common stock under that certain Note Purchase Agreement dated August 18, 2026 by and between the Company and the investors set forth therein (the “August 2026 Pre-Funded Warrant Proposal”); 13. Approved, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of 15,000 shares of our common stock in respect of a “most favored nations” provision granted to noteholders in June 2026 (the “MFN Shares Proposal”); 14. Approved, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of a pre-funded warrant to purchase 100,000 shares of our common stock under that certain Note Purchase Agreement dated September 8, 2026 by and between the Company and the investors set forth therein (the “September 2026 Pre-Funded Warrant Proposal”); 15. Approved, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of pre-funded warrants to purchase 84,000 shares of our common stock under those certain waivers dated each of September 10, 2026 and September 14, 2026 by and between the Company and the investors set forth therein (the “Waiver Pre-Funded Warrant Proposal”); 16. Approved Amendment No. 1 to the Avalon GloboCare Corp. Stock Incentive Plan (the “Equity Plan Amendment Proposal”); and 17. Approved the adjournment of the Special Meeting, if necessary or advisable, to solicit additional proxies in favor of any of the foregoing proposals if there are not sufficient votes to approve any such proposals (the “Adjournment Proposal”). -2- The final results for each of the matters submitted to a vote of shareholders at the Special Meeting, as set forth in the Company’s Proxy Statement, are as follows: Proposal 1. At the Special Meeting, the stockholders approved the ELOC Proposal. The result of the votes to approve the ELOC Proposal was as follows: For Against Abstain Broker Non-Votes ─────────────────────────────────────────────────────────── 157,219 1,595 27 248,012 Proposal 2. At the Special Meeting, the stockholders approved the ELOC Warrant Shares Proposal. The result of the votes to approve the ELOC Warrant Shares Proposal was as follows: For Against Abstain Broker Non-Votes ─────────────────────────────────────────────────────────── 156,967 1,848 26 248,012 Proposal 3. At the Special Meeting, the stockholders approved the Future Issuances Proposal. The result of the votes to approve the Future Issuances Proposal was as follows: For Against Abstain Broker Non-Votes ─────────────────────────────────────────────────────────── 155,790 3,014 37 248,012 Proposal 4. At the Special Meeting, the stockholders approved the February 11th Note Conversion Proposal. The result of the votes to approve the February 11th Note Conversion Proposal was as follows: For Against Abstain Broker Non-Votes ─────────────────────────────────────────────────────────── 157,210 1,273 358 248,012 Proposal 5. At the Special Meeting, the stockholders approved the February 19th Note Conversion Proposal. The result of the votes to approve the February 19th Note Conversion Proposal was as follows: For Against Abstain Broker Non-Votes ─────────────────────────────────────────────────────────── 157,219 1,270 352 248,012 Proposal 6. At the Special Meeting, the stockholders approved the Forbearance Shares Proposal. The result of the votes to approve the Forbearance Shares Proposal was as follows: For Against Abstain Broker Non-Votes ─────────────────────────────────────────────────────────── 157,794 1,020 27 248,012 Proposal 7. At the Special Meeting, the stockholders approved the Charter Amendment Proposal. The result of the votes to approve the Charter Amendment Proposal was as follows: For Against Abstain Broker Non-Votes ─────────────────────────────────────────────────────────── 349,819 55,844 1,190 0 Proposal 8. At the Special Meeting, the stockholders approved the July 1st Consultant Shares Proposal. The result of the votes to approve the July 1st Consultant Shares Proposal was as follows: For Against Abstain Broker Non-Votes ─────────────────────────────────────────────────────────── 156,950 1,865 26 248,012 Proposal 9. At the Special Meeting, the stockholders approved the First July 30th Consultant Shares Proposal. The result of the votes to approve the First July 30th Consultant Shares Proposal was as follows: For Against Abstain Broker Non-Votes ─────────────────────────────────────────────────────────── 157,204 1,610 27 248,012 Proposal 10. At the Special Meeting, the stockholders approved the Second July 30th Consultant Shares Proposal. The result of the votes to approve the Second July 30th Consultant Shares Proposal was as follows: For Against Abstain Broker Non-Votes ─────────────────────────────────────────────────────────── 156,948 1,861 32 248,012 -3- Proposal 11. At the Special Meeting, the stockholders approved the August 1st Consultant Shares Proposal. The result of the votes to approve the August 1st Consultant Shares Proposal was as follows: For Against Abstain Broker Non-Votes ─────────────────────────────────────────────────────────── 156,958 1,851 32 248,012 Proposal 12. At the Special Meeting, the stockholders approved the August 2026 Pre-Funded Warrant Proposal. The result of the votes to approve the August 2026 Pre-Funded Warrant Proposal was as follows: For Against Abstain Broker Non-Votes ─────────────────────────────────────────────────────────── 157,302 1,207 332 248,012 Proposal 13. At the Special Meeting, the stockholders approved the MFN Shares Proposal. The result of the votes to approve the MFN Shares Proposal was as follows: For Against Abstain Broker Non-Votes ─────────────────────────────────────────────────────────── 157,294 1,535 12 248,012 Proposal 14. At the Special Meeting, the stockholders approved the September 2026 Pre-Funded Warrant Proposal. The result of the votes to approve the September 2026 Pre-Funded Warrant Proposal was as follows: For Against Abstain Broker Non-Votes ─────────────────────────────────────────────────────────── 157,055 1,454 332 248,012 Proposal 15. At the Special Meeting, the stockholders approved the Waiver Pre-Funded Warrant Proposal. The result of the votes to approve the Waiver Pre-Funded Warrant Proposal was as follows: For Against Abstain Broker Non-Votes ─────────────────────────────────────────────────────────── 157,026 1,483 332 248,012 Proposal 16. At the Special Meeting, the stockholders approved the Equity Plan Amendment Proposal. The result of the votes to approve the Equity Plan Amendment Proposal was as follows: For Against Abstain Broker Non-Votes ─────────────────────────────────────────────────────────── 146,588 10,434 1,819 248,012 Proposal 17. At the Special Meeting, the stockholders approved the Adjournment Proposal. The result of the votes to approve the Adjournment Proposal was as follows: For Against Abstain Broker Non-Votes ─────────────────────────────────────────────────────────── 346,627 51,443 8,783 0

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