Change Agents (CHGA) Proxy filing summary

Executive summary

• Special meeting scheduled for October 30, 2026, to vote on 17 proposals, primarily related to equity issuances, capital structure, and incentive plans.

• Board unanimously recommends voting in favor of all proposals to support capital raising, compliance, and operational flexibility.

• Proposals are designed to ensure compliance with Nasdaq Listing Rule 5635(d) and to facilitate future financings and business development.

Voting matters and shareholder proposals

• Approval sought for equity issuances under an Equity Purchase Agreement with Hudson Global Ventures, including up to $10 million in common stock at $2.00 per share.

• Proposals include approval for warrant shares, future issuances below minimum price, note conversions, forbearance shares, and consultant shares.

• Amendments to the certificate of incorporation to increase authorized shares from 100,000,000 to 125,000,000.

• Approval of pre-funded warrants, MFN shares, and amendments to the stock incentive plan.

• Adjournment proposal allows for meeting extension if more time is needed to solicit votes.

Board of directors and corporate governance

• Board of directors unanimously recommends voting “FOR” each proposal.

• Only shareholders of record as of September 18, 2026, are eligible to vote.

• Proxy solicitation managed by Campaign Management, with a cost of $12,500 plus expenses.