Change Agents Corporation.

As filed with the U.S. Securities and Exchange Commission on August 7, 2026

Registration Statement No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CHANGE AGENTS CORPORATION

(Exact name of registrant as specified in its charter)

4400 Route 9 South, Suite 3100

Freehold, New Jersey 07728

(732) 780-4400

(Address, including zip code and telephone number, including area code of registrant’s principal executive offices)

Sam Knipper

Change Agents Corporation

Chief Financial Officer

4400 Route 9 South, Suite 3100

Freehold, New Jersey 07728

(732) 780-4400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Richard A. Friedman, Esq. Gregory Carney, Esq. Sheppard, Mullin, Richter & Hampton LLP 30 Rockefeller Plaza New York, NY 10112-0015 Tel.: (212) 653-8700

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the date this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

35,569,258 Shares of Common Stock

Change Agents Corporation

This prospectus relates to the resale from time to time of up to 35,569,258 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Change Agents Corporation, a Delaware corporation (the “Company,” “we,” “our,” and “us”), by the selling stockholders named herein (each, a “Selling Stockholder” and collectively, the “Selling Stockholders”). The shares of Common Stock registered under the registration statement of which this prospectus forms a part (the “Registration Statement”) consist of: (i) up to 33,333,333 shares of Common Stock (the “Put Shares”) issued or issuable to Hudson Global Ventures, LLC, a Nevada limited liability company (“Hudson”), as a result of the Company directing Hudson to purchase such shares from time to time pursuant to the Equity Purchase Agreement dated July 22, 2026 (the “Purchase Agreement” or the “ELOC Purchase Agreement”), at a fixed purchase price of $0.30 per share; (ii) up to 925,925 shares of Common Stock (the “ELOC Warrant Shares”) issuable upon exercise of a common stock purchase warrant issued to Hudson on July 22, 2026 (the “ELOC Warrant”) at an exercise price of $0.01 per share, exercisable at any time following the date on which stockholder approval of the shares issuable upon exercise of the Warrant is obtained and deemed effective under Delaware law (the “Stockholder Approval Date”); (iii) 360,000 shares of Common Stock (the “Agile Waiver Shares”) issued to Agile Capital Funding LLC pursuant to the Forbearance Letter Agreement dated July 24, 2026, by and among the Company, Agile Capital Fundings LLC, and Agile Lending, LLC; (iv) 200,000 shares of Common Stock (the “Agile Waiver Shares #2”) issued to Agile Capital Funding LLC in consideration of a wavier issued on July 1, 2026 (v) 300,000 shares of Common Stock (the “Vision Shares”) issued to Vision Capital NY Inc. pursuant to the Consulting Agreement dated July 1, 2026, by and between the Company and Vision Capital NY Inc.; and (vi) 450,000 shares of Common Stock (the “One-Eyed Jack Shares”) issued to One-Eyed Jack Enterprises, LLC pursuant to the Consulting Agreement by and between the Company and One-Eyed Jack Enterprises, LLC dated December 1, 2025, as amended February 17, 2026.

The Put Shares, the ELOC Warrant, the ELOC Warrant Shares, the Waiver Shares, the Dune Shares, the Vision Shares and the One-Eyed Jack Shares are collectively referred to herein as the “Securities.” See the section of this prospectus entitled “The ELOC Purchase Agreement” for a description of the terms and conditions of the ELOC Purchase Agreement, including the Put Shares, the ELOC Warrant and the ELOC Warrant Shares.

The Selling Stockholders may sell the shares of Common Stock described in this prospectus in a number of different ways and at varying prices determined by the prevailing market price for the shares or in negotiated transactions. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares of Common Stock by the Selling Stockholders. However, we may receive up to $10,000,000 in aggregate gross proceeds from the sale of Put Shares under the ELOC Purchase Agreement, plus up to $9,259.25 in aggregate gross proceeds if the ELOC Warrant is exercised in full for cash. We provide more information about how the Selling Stockholders may sell their shares of Common Stock in the section of this prospectus entitled “Plan of Distribution.”

Hudson is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the resale of Put Shares hereunder.

We will pay the expenses incurred in registering the Common Stock described in this prospectus, including legal and accounting fees. To the extent the Selling Stockholders decide to sell their shares of Common Stock, we will not control or determine the price at which the shares are sold.

Our Common Stock is traded on the Capital Market tier of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “CHGA.” The last reported sale price of our Common Stock on Nasdaq on August , 2026, was $____ per share.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

We are a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings. See the section of this prospectus entitled “Implications of Being a Smaller Reporting Company.”

Investing in our securities involves a high degree of risk. See the section of this prospectus entitled “Risk Factors” beginning on page 8 of this prospectus. You should carefully consider these risk factors, as well as the information contained in this prospectus, before you invest in any of our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026

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