Change Agents Corporation: issues $336,000 notes and 100,000 pre-funded warrants

What happened

• Change Agents Corporation filed a Form 8-K reporting that on Sep 30, 2026 it issued promissory notes in the aggregate principal amount of $336,000 (inclusive of a $36,000 original issuance discount) for gross proceeds of $300,000 and issued pre-funded warrants to purchase 100,000 shares of common stock.
• The company reported it used the net proceeds to repay outstanding indebtedness: $125,000 under 18.75% notes issued in Jun 2025, $125,000 to the holder of its Series F preferred stock for redemption, and a $37,125 installment payment under a Jul 2026 business loan and security agreement.

Key details

• Second tranche notes mature on Apr 30, 2027, accrue interest at 7% per annum (increasing to 15% or the maximum permitted by law on default), and may be prepaid at 105% of the original principal amount.
• The pre-funded warrants are immediately exercisable at $0.0001 per share for up to 100,000 shares; exercise is subject to ownership caps (default 4.99% of outstanding common stock, can be increased to up to 9.99% with at least 61 days’ notice).
• The notes include negative covenants, including restrictions on additional indebtedness, a most-favored nations provision for non-convertible debt, and a prohibition on entering into variable rate transactions until maturity.
• Until the company obtains stockholder approval, it will not issue a number of pre-funded warrant shares that, when aggregated with other required securities under Nasdaq Listing Rule 5635(d), would exceed 19.99% of outstanding common stock as of the date of the first definitive agreement.

Why it may matter

• Item 1.01 was reported for entry into a material definitive agreement (note purchase agreement and related instruments).
• Item 2.03 was reported for creation of a direct financial obligation (the issued notes).
• Item 3.02 was reported for unregistered sales of equity securities (the pre-funded warrants).
• The filing does not show why the insider traded or why the company acted.