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Change Agents Corporation.

For the period ended Oct 30, 2026. Filed Sep 29, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Oct 30, 2026 · Filed Sep 29, 2026

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CHGA$0.84-1.5%Stored close · as of Nov 6, 2026
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DEF 14A 1 ea0306442-def14a_change.htm DEFINITIVE PROXY STATEMENT

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14A-12

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
☒No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

4400 Route 9 South, Suite 3100

Freehold, NJ 07728

(732) 780-4400

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held on October 30, 2026

Dear Stockholders of Change Agents Corporation:

You are invited to attend a special meeting (the “Meeting”) of stockholders of Change Agents Corporation, a Delaware corporation (“Change Agents,” “we,” “us,” “our,” or the “Company”), to be held on Friday, October 30, 2026 at 10:00 a.m. Eastern Time. The Meeting will be convened and conducted in a virtual meeting format. Stockholders will not be able to attend the Meeting in person. The accompanying proxy statement includes instructions on how to attend the Meeting and how to vote and submit questions.

At the Meeting, our stockholders will consider and vote upon the following items:

1.To approve the potential issuance, for the purposes of complying with Nasdaq Listing Rule 5635(d), of the Company’s common stock pursuant to that certain Equity Purchase Agreement, dated July 22, 2026 as amended by that certain First Amendment thereto dated August 21, 2026 and further amended by that certain Second Amendment dated September 9, 2026, by and between Company and Hudson Global Ventures, LLC (the “ELOC Proposal”);
2.To approve, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of 46,297 shares of the Company’s common stock (the “ELOC Warrant Shares”) issuable upon the exercise of a common stock purchase warrant issued to Hudson Global Ventures, LLC (the “ELOC Warrant”), pursuant to that certain equity purchase agreement dated as of July 22, 2026 by and between Company and Hudson Global Ventures, LLC (the “ELOC Warrant Shares Proposal”);
3.To approve, for the purposes of complying with Nasdaq Listing Rule 5635(d), any 20% Issuance (as defined below) made by the Company that is less than the Minimum Price (as defined below) and is within the Nasdaq parameters described in the attached proxy statement (the “Future Issuances Proposal”);
4.To approve, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of the Company’s common stock issuable upon conversion of a promissory note, dated February 11, 2026, issued to Vanquish Funding Group, Inc. (the “February 11th Note Conversion Proposal”);
5.To approve, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of the Company’s common stock issuable upon the conversion of a promissory note, dated February 19, 2026, issued to Vanquish Funding Group, Inc. (the “February 19th Note Conversion Proposal”);
6.To approve, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of 18,000 shares of the Company’s common stock (the “Forbearance Shares”) pursuant to that certain Forbearance Letter Agreement, dated July 24, 2026, by and between Company and Agile Lending, LLC (the “Forbearance Shares Proposal”);
7.To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 100,000,000 to 125,000,000 (the “Charter Amendment Proposal”);
8.To approve, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of 15,000 shares of our common stock (the “July 1st Consultant Shares”) pursuant to that certain consulting agreement dated as of July 1, 2026, by and between the Company and a consultant for certain advisory services (the “July 1st Consultant Shares Proposal”);
9.To approve, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of 30,000 shares of our common stock (the “First July 30th Consultant Shares”) pursuant to that certain consulting agreement dated as of July 1, 2026, as amended on July 30, 2026 by and between the Company and a consultant for certain advisory services (the “First July 30th Consultant Shares Proposal”);
10.To approve, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of 37,500 shares of our common stock (the “Second July 30th Consultant Shares”) pursuant to that certain consulting agreement dated as of July 30, 2026, by and between the Company and a consultant for certain advisory services (the “Second July 30th Consultant Shares Proposal”);
11.To approve, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of 10,000 shares of our common stock (the “August 1st Consultant Shares”) pursuant to that certain consulting agreement dated as of August 1, 2026, by and between the Company and a consultant for certain advisory services (the “August 1st Consultant Shares Proposal”);
12.To approve, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of a pre-funded warrant to purchase 50,000 shares of our common stock under that certain Note Purchase Agreement dated August 18, 2026 (the “August 2026 Pre-Funded Warrant Shares”) by and between the Company and the investors set forth therein (the “August 2026 Pre-Funded Warrant Proposal”);
13.To approve, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of 15,000 shares of our common stock in respect of a “most favored nations” provision (“MFN provision”) granted to noteholders in June 2026 (the “MFN Shares Proposal”);
14.To approve, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of a pre-funded warrant to purchase 100,000 shares of our common stock under that certain Note Purchase Agreement dated September 8, 2026 (the “September 2026 Pre-Funded Warrant Shares”) by and between the Company and the investors set forth therein (the “September 2026 Pre-Funded Warrant Proposal”);
15.To approve, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of a pre-funded warrants to purchase 84,000 shares of our common stock under those certain waivers dated each of September 10, 2026 and September 14, 2026 (the “Waiver Pre-Funded Warrant Shares”) by and between the Company and the investors set forth therein (the “Waiver Pre-Funded Warrant Proposal”);
16.To approve Amendment No. 1 to the Avalon GloboCare Corp. Stock Incentive Plan (the “Equity Plan Amendment Proposal”); and
17.To approve the adjournment of the Meeting, if necessary or advisable, to solicit additional proxies in favor of any of the foregoing proposals if there are not sufficient votes to approve any such proposals (the “Adjournment Proposal”).

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE PROPOSALS.

The Record Date for the Meeting is September 18, 2026. Only stockholders of record at the close of business on the Record Date are entitled to notice of and to vote at the Meeting, or any adjournment or postponement thereof.

You are cordially invited to participate in the Meeting. Please review the proxy statement accompanying this notice for more complete information regarding the matters to be voted on at the Meeting.Whether or not you expect to attend the Meeting, please complete, date, sign and return the enclosed proxy card or submit your proxy through the Internet or by telephone as promptly as possible to ensure your shares will be represented at the Meeting.

If you have any questions or need assistance voting your shares, please call our proxy solicitor, Campaign Management:

Strategic Stockholder Advisor and Proxy Solicitation Agent

15 West 38 th Street, Suite #747, New York, New York 10018

North American Toll-Free Phone:

1-844-410-4009

Email: info@campaign-mgmt.com

Call Collect Outside North America: +1 (212) 632-8422

Freehold, New JerseyBy order of the Board of Directors,
September 29, 2026/s/ Wenzhao Lu
Wenzhao “Daniel” Lu
Chairman of the Board of Directors

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting

Whether or not you expect to attend the Special Meeting in person, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the Special Meeting. Promptly voting your shares will save the Company the expenses and extra work of additional solicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed if you wish to vote by mail. Submitting your proxy now will not prevent you from voting your shares at the Special Meeting if your desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today!

TABLE OF CONTENTS

Page
QUESTIONS AND ANSWERS ABOUT THIS PROXY STATEMENT, THE SPECIAL MEETING AND VOTING1
PROPOSAL NO. 1: THE ELOC PROPOSAL9
PROPOSAL NO. 2: THE ELOC WARRANT SHARES PROPOSAL15
PROPOSAL NO. 3: THE FUTURE ISSUANCES PROPOSAL17
PROPOSAL NO. 4: THE FEBRUARY 11TH NOTE CONVERSION PROPOSAL19
PROPOSAL NO. 5: THE FEBRUARY 19TH NOTE CONVERSION PROPOSAL21
PROPOSAL NO. 6: THE FORBEARANCE SHARES PROPOSAL23
PROPOSAL NO. 7: THE CHARTER AMENDMENT PROPOSAL24
PROPOSAL NO. 8: THE JULY 1ST CONSULTANT SHARES PROPOSAL26
PROPOSAL NO. 9: THE FIRST JULY 30TH CONSULTANT SHARES PROPOSAL27
PROPOSAL NO. 10: THE SECOND JULY 30TH CONSULTANT SHARES PROPOSAL28
PROPOSAL NO. 11: THE AUGUST 1ST CONSULTANT SHARES PROPOSAL29
PROPOSAL NO. 12: THE PRE-FUNDED WARRANT PROPOSAL30
PROPOSAL NO. 13: THE MFN SHARES PROPOSAL32
PROPOSAL NO. 14: SEPTEMBER 2026 PRE-FUNDED WARRANT PROPOSAL33
PROPOSAL NO. 15: WAIVER PRE-FUNDED WARRANT PROPOSAL35
PROPOSAL NO. 16: THE EQUITY PLAN AMENDMENT PROPOSAL37
PROPOSAL NO. 17: THE ADJOURNMENT PROPOSAL45
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT46
STOCKHOLDER PROPOSALS OR NOMINATIONS TO BE PRESENTED AT NEXT ANNUAL MEETING48
HOUSEHOLDING OF PROXY MATERIALS49
WHERE YOU CAN FIND MORE INFORMATION49
OTHER MATTERS49
APPENDIX A: ELOC PURCHASE AGREEMENTA-1
APPENDIX B: ELOC WARRANTB-1
APPENDIX C: FEBRUARY 11TH NOTEC-1
APPENDIX D: FEBRUARY 19TH NOTED-1
APPENDIX E: AMENDMENT TO CERTIFICATE OF INCORPORATIONE-1
APPENDIX F: AUGUST 2026 PRE-FUNDED WARRANTF-1
APPENDIX G: SEPTEMBER 2026 PRE-FUNDED WARRANTG-1
APPENDIX H: WAIVER 2026 PRE-FUNDED WARRANTH-1
APPENDIX I: AMENDMENT NO. 1 TO THE AVALON GLOBOCARE CORP. 2026 STOCK INCENTIVE PLANI-1

i

PROXY STATEMENT

**SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON OCTOBER 30, 2026

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.