Change Agents Corporation filed a Form 8-K on October 30, 2026, reporting the results of a special meeting of stockholders at which shareholders voted on 17 proposals, including share issuances, a charter amendment, and an equity plan amendment.

Key Highlights

  • Quorum met: A total of 406,853 shares of common stock were represented in person or by valid proxies at the Special Meeting.
  • Equity plan expanded: Shareholders approved Amendment No. 1 to the Avalon GloboCare Corp. Stock Incentive Plan, increasing shares reserved for issuance from 100,000 to 500,000.
  • Authorized shares increased: The charter amendment to raise authorized common stock from 100,000,000 to 125,000,000 shares was approved.
  • ELOC warrant shares approved: Shareholders approved the issuance of 46,297 shares of common stock issuable upon exercise of a warrant issued to Hudson Global Ventures, LLC.
  • Forbearance and consultant shares: Approvals covered issuances including 18,000 shares to Agile Lending, LLC and separate consultant share grants of 15,000, 30,000, 37,500, and 10,000 shares.
  • Pre-funded warrants: Shareholders approved pre-funded warrants to purchase 50,000, 100,000, and 84,000 shares under separate note purchase agreements and waivers dated between August and September 2026.
  • All 17 proposals approved: According to the filing, stockholders approved every proposal presented, including an adjournment proposal and MFN shares issuance of 15,000 shares to June 2026 noteholders.

Change Agents Corporation Special Meeting: Votes on Share Issuances, Charter Change, and Incentive Plan

According to the Form 8-K filed with the Securities and Exchange Commission by Change Agents Corporation (NASDAQ:CHGA) on October 30, 2026, the company held a special stockholder meeting that day at which all 17 proposals on the agenda received approval. The filing states that 406,853 shares constituted a quorum, with 248,012 broker non-votes recorded across most proposals.

Among the most consequential approvals, the filing discloses that stockholders voted to amend the company's Amended and Restated Certificate of Incorporation to increase authorized common stock from 100,000,000 to 125,000,000 shares. Separately, Amendment No. 1 to the Avalon GloboCare Corp. Stock Incentive Plan was approved, raising the number of shares reserved for issuance under that plan from 100,000 to 500,000 shares. The filing notes that the description of the plan amendment "is not complete and are qualified in its entirety by reference to the full text of the Plan Amendment," filed as Exhibit 10.1.

Multiple proposals related to Nasdaq Listing Rule 5635(d) compliance were also approved. These covered the potential issuance of common stock under an Equity Purchase Agreement with Hudson Global Ventures, LLC (originally dated July 22, 2026, and amended twice), the conversion of promissory notes dated February 11, 2026, and February 19, 2026, issued to Vanquish Funding Group, Inc., and various consulting agreement share grants. Pre-funded warrants to purchase shares under note purchase agreements dated August 18, 2026, and September 8, 2026, were also approved, along with warrants tied to waivers dated September 10, 2026, and September 14, 2026. For Proposal 1, the vote tally was 157,219 for, 1,595 against, and 27 abstentions, representative of the voting pattern seen across most proposals.

What Was Disclosed

Change Agents Corporation reported stockholder approval of all 17 proposals at its October 30, 2026 Special Meeting, including an equity plan share increase to 500,000, a charter amendment raising authorized shares to 125,000,000, and multiple Nasdaq-rule-compliance share issuances.