Change Agents Corporation. 8-K

What Happened

• Change Agents Corporation (ALBT) announced on July 24, 2026 that it entered a Business Loan and Security Agreement for a loan with a principal amount of $825,000. The company received net proceeds of $254,350 after a $41,500 administration fee and repayment of a prior March 2026 loan.
• The loan is evidenced by a Confessed Judgment Secured Promissory Note dated July 24, 2026 (maturity March 3, 2027) and is repayable in 30 weekly installments of $37,125 beginning July 29, 2026. The filing states a total repayment amount of $1,188,000 (including interest charges of $363,000), assuming on‑time payments and no prepayment.
• The Company’s wholly owned subsidiaries — Avalon Healthcare System Inc., Avalon Laboratory Services, Inc., and Avalon Quantum AI LLC — guaranteed the Business Loan and Secured Note. The loan is secured by a continuing security interest in certain collateral.

Key Details

• Loan principal: $825,000; net proceeds to company: $254,350 (after $41,500 admin fee and $529,400 payoff of prior loan).
• Repayment: 30 weekly payments of $37,125 starting July 29, 2026; maturity March 3, 2027; total repayment cited: $1,188,000 (includes $363,000 interest, assuming no prepayment).
• Forbearance: Lender agreed to forbear enforcement of the March 2026 loan pending closing; Company issued 360,000 common shares to the Lender as consideration and granted piggyback registration rights.
• Covenants: Agreement includes customary restrictive covenants (limits on new debt, liens, asset sales, dividends, affiliate transactions) and customary representations, affirmative covenants, and default events.

Why It Matters

• The filing documents a short‑term, secured financing arrangement that materially increases the company’s contractual debt obligations and interest costs over a short maturity (March 2027).
• Proceeds received were substantially reduced by fees and repayment of a prior loan, and the company issued 360,000 shares to the lender, creating shareholder dilution and giving the lender registration rights.
• The loan is secured and guaranteed by subsidiaries and includes restrictive covenants that could limit corporate actions; these are concrete, material changes to the company’s capital structure and obligations disclosed to investors.