Change Agents Corporation Enters Financing Agreement; Issues Notes & Warrants

What Happened

• On September 18, 2026, Change Agents Corporation (CHGA) filed a Form 8-K disclosing that it entered into material definitive financing agreements that create a new direct financial obligation and that resulted in unregistered sales of equity‑linked securities. The filing references September 2026 OID Notes and various forms of pre‑funded and waiver pre‑funded warrants.
• The filing also references a Second Amendment to an Equity Purchase Agreement dated September 9, 2026, and includes exhibit forms for the Note Purchase Agreement and related notes, warrants and waivers. The company states no other changes were made from the original filing.

Key Details

• Filing date: September 18, 2026 (Form 8‑K).
• Items reported: 1.01 (Entry into Material Definitive Agreement), 2.03 (Creation of a Direct Financial Obligation), 3.02 (Unregistered Sales of Equity Securities), and 9.01 (Exhibits).
• Exhibits include: Form of September 2026 OID Note (Exhibit 4.1), Form of September 2026 Pre‑Funded Warrant (4.2), Form of Waiver Pre‑Funded Warrant (4.3), Note Purchase Agreement (10.1), Second Amendment to Equity Purchase Agreement dated September 9, 2026 (10.2), and related waiver form (10.3). Some exhibits were previously filed; certain schedules were omitted per Item 601(b)(10).

Why It Matters

• These disclosures indicate CHGA has taken on new debt obligations and issued equity‑linked instruments (pre‑funded warrants), which can affect the company’s capital structure and shareholder dilution.
• Investors should review the attached exhibits and the related note/purchase agreement language (rates, conversion/dilution terms, maturity, and covenants) to understand the financial impact and any changes to liquidity or ownership. The company offers to furnish omitted schedules to the SEC upon request.