Change Agents Corporation. 8-K

What Happened
Change Agents Corporation (ALBT) announced on July 22, 2026 that it entered into an Equity Purchase Agreement with Hudson Global Ventures, LLC providing up to $10,000,000 of potential equity financing. Under the agreement the company can require the investor to purchase shares of common stock at $0.30 per share during the commitment period, and issued a warrant to purchase 925,925 shares at $0.01 per share. The company also entered a Registration Rights Agreement to register the resale of the securities.

Key Details

• Total commitment: up to $10,000,000; Commitment Period ends on the earlier of (a) full drawdown of $10M, (b) 36 months, (c) company termination (with limits), or (d) certain bankruptcy events.
• Share purchase price: $0.30 per share (subject to customary adjustments for splits/dividends). Minimum put per funding: $15,000; per‑transaction caps vary by recent trading price (tiers from $15,000 up to $500,000).
• Warrant: 925,925 shares exercisable at $0.01/share (adjustable), exercisable after shareholder approval for up to five years, subject to a 4.99% beneficial ownership limitation.
• Conditions/controls: funding depends on an effective registration statement, Nasdaq shareholder approval limits, DWAC eligibility, minimum pricing conditions, and a 4.99% ownership cap. If shareholder approval is not obtained by a specified deadline, the investor may require a $250,000 cash buyout to extinguish the warrants; a “True‑Up” payment formula also applies if approval occurs but average price is below $0.27.

Why It Matters
This agreement gives Change Agents immediate access to a committed source of capital up to $10M, which can be drawn over time, but it also creates potential dilution to existing shareholders because shares will be issued at $0.30 and warrants could convert into additional shares at $0.01 (subject to approval and limits). Registration and shareholder-approval conditions affect how and when the investor can resell shares and exercise warrants. Investors should watch future filings for the registration statement, any shareholder vote results, actual drawdowns under the facility, and the company’s disclosures on dilution and use of proceeds.