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 and related warrants.

• Proposals include approval for conversion of promissory notes, issuance of shares for consulting and forbearance agreements, and pre-funded warrants.

• Charter amendment to increase authorized common stock from 100,000,000 to 125,000,000 shares.

• Approval of future issuances up to 250 million shares or $100 million, with a maximum 80% discount to market, to be completed by April 30, 2027.

• Amendment to the 2026 Stock Incentive Plan to increase available shares to 500,000.

• Adjournment proposal allows meeting extension to solicit additional proxies if needed.

Board of directors and corporate governance

• Board of directors and executive officers do not have personal interests in the proposals, except for the equity plan amendment.

• Board recommends voting for all proposals and emphasizes the importance of prompt shareholder participation.