Change Agents Corporation: enters waivers and issues pre-funded warrants

What happened

• On Oct 14, 2026, Change Agents Corporation reported that it entered into certain waivers (the "October 2026 Waivers") with Dune Equity Holdings, LLC ("Dune") and FirstFire Global Opportunities Fund, LLC ("FirstFire") to waive prepayment provisions related to a recent note issuance and recent sale of shares under an equity purchase agreement. In consideration, the Company issued Waiver Pre-Funded Warrants to Dune and FirstFire to purchase 62,000 and 37,500 shares of common stock, respectively. The Waiver Pre-Funded Warrants are immediately exercisable at an exercise price of $0.0001 per share and remain exercisable until fully exercised, subject to limits described in the filing.
• On Oct 16, 2026, the Company executed unsecured promissory notes in the amounts of $150,000 and $100,000, with amounts due at maturity on Dec 1, 2026 of $183,335 and $116,665, respectively. As of the date of the report, the Company reported 1,254,947 shares of common stock outstanding.

Key details

• Waiver Pre-Funded Warrants: purchase rights for 62,000 shares (Dune) and 37,500 shares (FirstFire); exercise price $0.0001 per share; immediately exercisable.
• Ownership and Nasdaq limits: a holder may not exercise to own more than 4.99% of outstanding common stock immediately after exercise (holder may increase up to 9.99% with at least 61 days' notice); Company will not issue shares on exercise that would cause aggregated transactions subject to Nasdaq Listing Rule 5635(d) to exceed 19.99% of outstanding shares without stockholder approval.
• Buyout fee and registration rights: if stockholder approval for issuance of the Waiver Pre-Funded Warrant Shares is not procured on or before 90 days after issuance, holders may require a buyout of $150,000 (Dune) and $75,000 (FirstFire), unless the warrants are exercisable in full on the Stockholder Approval Deadline; the October 2026 Waivers also granted piggyback registration rights.
• Unsecured promissory notes: $150,000 and $100,000 notes executed Oct 16, 2026, with maturity amounts of $183,335 and $116,665 due Dec 1, 2026.

Why it may matter

• The filing reports Item 1.01 (entry into material definitive agreements), Item 2.03 (creation of a direct financial obligation), and Item 3.02 (unregistered sales of equity securities). It covers the October 2026 Waivers, issuance of Waiver Pre-Funded Warrants, piggyback registration rights, and the unsecured promissory notes described above. The filing does not show why any insider traded or why the company acted.