Change Agents Secures $550K via OID Notes and 1M Pre-Funded Warrants
CHGA is trading near its 52-week low of $0.165 (3.2% above the low) on light trading volume (0.3× avg).
Summary
Change Agents raised $550K via OID notes with 1M pre-funded warrants, repaying $343K of debt and adding restrictive covenants.
Key Events · Financing and Capital Events · CHGA
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OID Notes Issued
Issued $616,000 principal amount notes for $550,000 gross proceeds, with $66,000 original issue discount. Notes mature May 14, 2027 at 7% interest, rising to 15% on default.
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Pre-Funded Warrants
Issued pre-funded warrants to purchase 1,000,000 shares at $0.0001 exercise price, exercisable immediately for five years. Subject to 4.99% beneficial ownership limit and Nasdaq 19.99% issuance cap.
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Debt Repayment
Used $343,000 of proceeds to repay $144,000 Vanquish note, $125,000 June 2025 notes, and $74,000 July 2024 loan. Remaining ~$207,000 for working capital.
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Restrictive Covenants
Notes include negative covenants restricting additional indebtedness, most-favored nations provision on non-convertible debt, and prohibition on variable rate transactions until April 2027.
Analysis · CHGA · Technology
Change Agents Corporation raised $550,000 in gross proceeds through original issue discount notes with a $616,000 face value, maturing May 14, 2027 at 7% interest (15% default rate). The deal includes pre-funded warrants for 1 million shares at a nominal $0.0001 exercise price, creating potential dilution of roughly 5% of the current ~20.5 million shares outstanding. Proceeds repay $343,000 of existing debt, leaving about $207,000 for working capital. The notes carry restrictive covenants, a most-favored nations clause, and a Nasdaq 19.99% issuance cap requiring stockholder approval. This financing follows a pattern of high-cost capital raises, including a July loan that netted only $254,350 after fees and an S-1 registering 35.6 million shares for resale, underscoring the company's cash constraints.
How filings like this one have moved
In the 30 days to Nov 2, 2026, 40.4% of the 1069 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.35%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, CHGA was trading at $0.17 on NASDAQ in the Technology sector, with a market capitalization of approximately $3.5M. The 52-week trading range was $0.16 to $2.90. This filing was assessed with negative market sentiment and an importance score of 8 out of 10.