Change Agents Corporation (NASDAQ: CHGA) reported that its stockholders approved a series of proposals at a Special Meeting held on October 30, 2026. The meeting was attended by 406,853 shares of common stock, representing a quorum.
One of the primary outcomes was the approval of Amendment No. 1 to the Avalon GloboCare Corp. Stock Incentive Plan. This amendment increases the number of shares reserved for issuance under the plan from 100,000 to 500,000 shares. The amendment was approved by 146,588 votes, with 10,434 votes against it.
In addition to the incentive plan amendment, shareholders approved multiple proposals related to the issuance of common stock. These approvals were made to comply with Nasdaq Listing Rule 5635(d). The specific issuances approved include:
- 46,297 shares issuable upon the exercise of a warrant issued to Hudson Global Ventures, LLC.
- 18,000 shares pursuant to a Forbearance Letter Agreement with Agile Lending, LLC.
- 15,000 shares issued under a consulting agreement with a consultant for services rendered on July 1, 2026.
- 30,000 shares issued under a consulting agreement with a consultant, amended on July 30, 2026.
- 37,500 shares issued under a consulting agreement with a consultant dated July 30, 2026.
- 10,000 shares issued under a consulting agreement with a consultant dated August 1, 2026.
- A pre-funded warrant to purchase 50,000 shares under a Note Purchase Agreement dated August 18, 2026.
- 15,000 shares issued in respect of a "most favored nations" provision granted to noteholders in June 2026.
- A pre-funded warrant to purchase 100,000 shares under a Note Purchase Agreement dated September 8, 2026.
- Pre-funded warrants to purchase 84,000 shares under waivers dated September 10, 2026, and September 14, 2026.
Shareholders also approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized shares of common stock from 100,000,000 to 125,000,000. This Charter Amendment received 349,819 votes in favor.
