UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement.
September 2026 Original Issue Discount Note and Pre-Funded Warrant – 2nd tranche
On September 30, 2026, the Company issued promissory notes to certain accredited investors in the aggregate principal amount of $336,000 (inclusive of a $36,000 original issuance discount) (the “Second Tranche September 2026 OID Notes”) for gross proceeds of $300,000. The Company the utilized the net proceeds of the Second Tranche September 2026 OID Notes to repay the following outstanding indebtedness (i) $125,000 under those certain 18.75 % notes issued in June 2025; (ii) $125,000 to the holder of our Series F Preferred Stock in respect of the redemption provisions thereunder; and (iii) a $37,125 installment payment to our lead lender under that certain July 2026 Business Loan and Security Agreement with the for working capital and general corporate purposes. In addition, the Company issued pre-funded warrants (“Second Tranche September 2026 Pre-Funded Warrants”) to purchase 100,000 shares of its common stock (“Second Tranche September 2026 Pre-Funded Warrant Shares”) as an inducement for investors to purchase the Second Tranche September 2026 OID Notes.
The Second Tranche September 2026 OID Notes mature on April 30 2027 and accrue interest at a rate of 7% per annum which increases to 15% (or the maximum amount permitted by law) during the existence of an event of default. The Second Tranche September 2026 OID Notes may be prepaid at any time at 105% of the original principal amount. The Second Tranche September 2026 OID Notes contain negative covenants, including restrictions on additional indebtedness while the notes are outstanding.
The Company granted the investors in the Note Purchase Agreement a “most-favored nations” provision with respect to the issuance of any debt that is not convertible into common stock of the Company (or amends any non-convertible debt that was issued before the Issue Date). In addition, the Company agreed not to issue enter into any variable rate transactions until the maturity date of such notes.
The Second Tranche September 2026 Pre-Funded Warrants are immediately exercisable and may be exercised at a nominal exercise price of $0.0001 per share of Common Stock at any time until all of the Second Tranche September 2026 Pre-Funded Warrants are exercised in full; provided, however, that until the Company has obtained stockholder approval for issuance of the Second Tranche September 2026 Pre-Funded Warrant Shares, the Company shall not issue a number of Second Tranche September 2026 Pre-Funded Warrant Shares, which when aggregated with all other securities that are required to be aggregated for purposes of Nasdaq Listing Rule 5635(d), would exceed 19.99% of the shares of Common Stock outstanding as of the date of definitive agreement with respect to the first of such aggregated transactions A holder may not exercise any portion of the Second Tranche September 2026 Pre-Funded Warrants to the extent a purchaser would own more than 4.99% of the outstanding Common Stock immediately after exercise. A holder may increase or decrease this percentage with respect to Second Tranche September 2026 Pre-Funded Warrants to a percentage not in excess of 9.99%, except that any such increase shall require at least 61 days’ prior notice to the Company.
The foregoing descriptions of each of the Note Purchase Agreement, Second Tranche September 2026 OID Notes and the Second Tranche September 2026 Pre-Funded Warrants does not purport to be complete and are qualified in their entirety by reference to the full text of such agreements and instruments, copies of which are filed as Exhibits 10.1, 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K relating to the September 2026 OID Notes is incorporated by reference into this Item 2.03.
CSO Advance
On September 28, 2026, the Company’s Chief Strategy Officer (CSO), Luisa Ingargiola, advanced the Company $20,000 so that the Company would timely make a loan payment under its Business Loan and Security Agreement with Agile Funding. The Company repaid this advance in October 2026.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 of this Current Report on Form 8-K relating to the September 2026 Pre-Funded Warrant, the Second Tranche September 2026 Pre-Funded Warrant Shares and the Purchase Agreement is incorporated by reference into this Item 3.02. No proceeds were received upon issuance of the Second Tranche Pre-Funded Warrants. The Second Tranche September 2026 Pre-Funded Warrant, and the Second Tranche September 2026 Pre-Funded Warrant Shares, have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and were offered and sold, or will be issued, in reliance upon exemptions from the registration requirements of the Securities Act, including Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.
| Exhibit No. |
Description of Exhibit | |
| 4.1 | Form of Second Tranche September 2026 OID Note | |
| 4.2 | Form of Second Tranche September 2026 Pre-Funded Warrant | |
| 10.1* | Form of Note Purchase Agreement | |
| 104# | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | The schedules (and similar attachments) to this exhibit have been omitted from this filing pursuant to Item 601(b)(10) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted schedule (or similar attachment) to the Securities and Exchange Commission upon request. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 2, 2026 | Change Agents Corporation |
| /s/ Sam Knipper | |
| Sam Knipper | |
| Chief Financial Officer |
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