Change Agents Corp Issues OID Notes, Pre‑Funded Warrants; Amends Equity Line

What Happened

• Change Agents Corporation (CHGA) filed an 8‑K reporting several financing transactions in September 2026. On September 8, 2026 the company issued September 2026 OID Notes with an aggregate principal of $280,000 (including a $30,000 original issue discount) for gross proceeds of $250,000. Net proceeds were used to repay certain outstanding notes (including amounts to Vanquish Funding Group Inc. and June 2025 notes) with remaining funds for working capital.
• The company issued September 2026 Pre‑Funded Warrants as an inducement to purchase the OID Notes to buy 1,000,000 shares of common stock (exercise price $0.0001). The OID Notes mature April 8, 2027, accrue interest at 7% (rising to 15% or legal maximum on default), may be prepaid at 105% of original principal, and contain negative covenants and a most‑favored‑nations clause for non‑convertible debt.
• On September 9, 2026 Change Agents entered a Second Amendment to its Equity Purchase Agreement with Hudson Global Ventures to adjust the equity line terms (up to $10 million aggregate), set a $2.00 per‑share purchase price under the amendment, and revise the per‑put applicable trading amounts based on share price and volume. The amendment includes an exchange cap limiting issuance to amounts that, together with other aggregated transactions, won’t exceed 19.99% of outstanding shares until stockholder approval is obtained.
• On September 10 and 14 the company obtained waivers from Dune Equity Holdings, LLC and FirstFire Opportunities Fund, LLC to permit the OID issuance and, in exchange, issued Waiver Pre‑Funded Warrants to purchase 50,000 and 34,000 shares, respectively, exercisable at $0.0001. Those warrants include buyout/ redemption fee rights ($125,000 for Dune, $75,000 for FirstFire) if shareholder approval is not obtained within 90 days.

Key Details

• OID Notes: $280,000 aggregate principal (inclusive of $30,000 OID); gross proceeds $250,000; maturity April 8, 2027; 7% interest rising to 15% on default; prepayable at 105%.
• Pre‑Funded Warrants: 1,000,000 shares tied to OID Notes; exercise price $0.0001; exercise limited to avoid >4.99% ownership (adjustable to max 9.99% with notice); issuance subject to 19.99% Nasdaq cap until stockholder approval.
• Equity line amendment: Up to $10,000,000 in purchases; purchase price set to $2.00/share under the amendment; Applicable Trading Amount per put ranges from $15,000 up to $500,000 depending on stock price/volume; exchange cap of 19.99% pending shareholder approval.
• Waiver warrants: 50,000 shares (Dune) and 34,000 shares (FirstFire); $125,000 and $75,000 buyout amounts if shareholder approval not secured within 90 days.

Why It Matters

• Short‑term debt and interest: The company took on short‑term OID notes due April 2027 with interest (7%) and high default rate (up to 15%), increasing near‑term cash obligations and refinancing risk.
• Potential shareholder dilution: The issuance of 1,000,000 pre‑funded warrants plus additional waiver warrants and the amended equity line (up to $10M capacity) create a real near‑term dilution pathway if exercised or sold; the company has placed 19.99% caps and exercise/ownership limits pending stockholder approval, which investors should watch.
• Contingent cash exposure: If the company fails to obtain shareholder approval for waiver warrants within 90 days, it may owe substantial buyout payments ($125K and $75K), which would affect cash resources.
• Governance/financing flexibility: The MFN provision and negative covenants in the notes, and the amended equity line terms, change the company’s future financing options and how additional non‑convertible debt or equity financings may be negotiated.