Change Agents Issues $280,000 in Notes and Amends Equity Line Agreement

Change Agents Corporation reported the execution of a promissory note purchase agreement on September 8, 2026. The company issued Original Issue Discount (OID) Notes to accredited investors with an aggregate principal amount of $280,000, inclusive of a $30,000 issuance discount. The gross proceeds from this transaction totaled $250,000.

The company intends to use the net proceeds to repay $19,710 under a 7% promissory note issued to Vanquish Funding Group Inc., and $19,710 under an 18.75% note issued in June 2025. The remaining funds will be allocated for working capital and general corporate purposes.

The September 2026 OID Notes mature on April 8, 2027, and accrue interest at a rate of 7% per annum. This rate increases to 15% during an event of default. The notes may be prepaid at 105% of the original principal amount and include negative covenants restricting additional indebtedness. Additionally, the company granted investors a "most-favored nations" provision regarding future non-convertible debt.

As an inducement for the note purchase, the company issued pre-funded warrants allowing investors to purchase 1,000,000 shares of common stock at an exercise price of $0.0001 per share. These warrants are immediately exercisable but are subject to a 19.99% cap on aggregate shares issued until stockholder approval is obtained. Holders are also limited to owning no more than 4.99% of the outstanding common stock immediately after exercise.

Separately, on September 9, 2026, Change Agents entered into a Second Amendment to an Equity Purchase Agreement with Hudson Global Ventures, LLC. The amendment reduced the purchase price for shares sold to the investor to $2.00 per share and adjusted the Applicable Trading Amount for each Put. The amount the company can require the investor to purchase ranges from $15,000 to $500,000, depending on the trading price of the common stock on the Put Date.

The company also entered into waivers on September 10 and September 14, 2026, with Dune Equity Holdings, LLC and FirstFire Opportunities Fund, LLC. In exchange for waiving provisions under outstanding notes, the company agreed to issue pre-funded warrants to Dune and FirstFire to purchase 50,000 and 34,000 shares of common stock, respectively. These warrants are immediately exercisable at $0.0001 per share and include a buyout fee provision requiring the company to pay $125,000 to Dune or $75,000 to FirstFire if stockholder approval is not obtained within 90 days.