Change Agents Seeks Shareholder Nod for $10M Equity Line, Note Conversions, and 25% Boost in Authorized Shares

summarizeSummary

Change Agents Corporation has filed a preliminary proxy for a September 22 special meeting, seeking stockholder approval for a $10M equity line, conversion of two toxic notes, a 25% increase in authorized shares, and multiple consultant share issuances — a package that could massively dilute existing shareholders but is framed as necessary to avoid default and fund operations.

check_boxKey Events · Financing and Capital Events · CHGA

• $10M Equity Line with Hudson Global Ventures

  Proposal 1 seeks approval for a $10M equity line of credit at a fixed $0.30 per share — a 37% premium to the current $0.2192 price. The company can draw down up to 33.3M shares over 36 months, but actual sales depend on maintaining a stock price above $0.41. The deal includes a warrant for 925,925 shares at $0.01, and a $250,000 penalty if stockholder approval isn't obtained within 75 days.

• Toxic Note Conversions with Vanquish Funding

  Proposals 4 and 5 seek approval to remove the 19.99% conversion cap on two promissory notes totaling $467,820 in principal, issued in February 2026. The notes carry a 25% discount to the lowest trading price over 10 days, meaning conversion could happen at deeply depressed prices. If default occurs, the outstanding amount jumps to 150% of principal plus interest, and the notes become convertible at the discounted price.

• Charter Amendment to Increase Authorized Shares

  Proposal 7 would increase authorized common shares from 100M to 125M. With 19.6M shares outstanding and another 30.8M reserved for issuance, only 49.6M shares remain available. The increase is needed to accommodate the ELOC, note conversions, and other issuances, but it also enables further dilution without additional stockholder votes.

• Consultant and Forbearance Share Issuances

  Proposals 8-11 seek approval for 1.85M consultant shares (issued in July and August 2026) and Proposal 6 covers 360,000 forbearance shares to Agile Lending. All were issued at prices below the Nasdaq minimum price, and stockholder approval is sought to avoid aggregation issues under Rule 5635(d).

auto_awesomeAnalysis · CHGA · Technology

Change Agents Corporation is asking shareholders to approve a sweeping set of financing and governance proposals that, if passed, would dramatically reshape its capital structure. The centerpiece is a $10 million equity line of credit with Hudson Global Ventures, priced at a fixed $0.30 per share — a 37% premium to the current $0.2192 stock price, but still deeply dilutive given the company's $3.2 million market cap. The deal includes a warrant for 925,925 shares at a nominal $0.01 exercise price, and a $250,000 cash penalty if stockholder approval isn't secured within 75 days. Shareholders are also being asked to greenlight the conversion of two toxic convertible notes held by Vanquish Funding Group, which carry 25% discounts to market and could flood the market with shares upon default. A proposed charter amendment would increase authorized shares from 100 million to 125 million, providing headroom for these issuances but further diluting existing holders. The proxy also seeks approval for 2.15 million consultant shares and 360,000 forbearance shares, all issued at prices well below the Nasdaq minimum price. Taken together, the proposals represent a last-ditch effort to stave off a cash crisis — the company netted just $254,350 from a recent $825,000 loan after repaying prior debt, and is now turning to deeply dilutive financing to stay afloat. The board recommends voting FOR all proposals, but the combined dilution could exceed 90% of the current outstanding shares if fully executed.