Change Agents Corporation entered into waivers and issued pre-funded warrants to two investors on October 14, 2026. The company waived prepayment provisions for Dune Equity Holdings, LLC and FirstFire Global Opportunities Fund, LLC regarding a recent note issuance and share sale. In exchange, Change Agents issued pre-funded warrants to purchase 62,000 and 37,500 shares of common stock, respectively. These warrants are immediately exercisable at a nominal price of $0.0001 per share and can be exercised until all shares are purchased.
The warrants are subject to specific restrictions. Holders may not exercise warrants if doing so would cause them to own more than 4.99% of the outstanding common stock, though this percentage can be increased to 9.99% with 61 days' notice. Additionally, the company cannot issue the warrant shares if doing so would cause the total number of securities to exceed 19.99% of outstanding shares without obtaining stockholder approval. If stockholder approval is not secured within 90 days of the warrant issuance, investors have the right to demand a buyout fee of $150,000 from Dune or $75,000 from FirstFire.
Separately, on October 16, 2026, the company executed unsecured promissory notes totaling $250,000. The notes were issued to an undisclosed party and are due on December 1, 2026, with principal amounts of $183,335 and $116,665. The company also reported that its Chief Strategy Officer, Luisa Ingargiola, advanced $7,500 to cover a loan payment under an agreement with Agile Funding, which was repaid in October 2026.
As of the report date, Change Agents had 1,254,947 shares of common stock outstanding. The issuance of the warrants and shares was conducted in reliance on exemptions from the registration requirements of the Securities Act of 1933, including Section 4(a)(2) and Rule 506(b) of Regulation D.
