Change Agents (CHGA) Proxy filing summary

Executive summary

• Special meeting scheduled for October 8, 2026, to vote on 14 proposals, primarily related to equity issuances and capital structure adjustments.

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

• Proposals are designed to comply with Nasdaq Listing Rule 5635(d) and ensure access to additional working capital.

Voting matters and shareholder proposals

• Approval sought for issuance of common stock under an Equity Purchase Agreement with Hudson Global Ventures, up to $10 million at $0.20 per share.

• Approval for issuance of 925,925 shares upon exercise of a warrant to Hudson Global Ventures.

• Approval for future issuances of up to 250 million shares and warrants, with a maximum $100 million raise, at up to 80% discount to market, by April 8, 2027.

• Approval for conversion of two promissory notes (February 11 and 19, 2026) into common stock, each with principal of $233,910, at a 25% discount to market price upon default.

• Approval for issuance of 360,000 shares for forbearance on a prior loan, and for various consulting agreements totaling 1.85 million shares.

• Approval for issuance of 1,000,000 shares via pre-funded warrants and 300,000 shares under a most-favored-nations provision.

• Proposal to amend the certificate of incorporation to increase authorized common stock from 100 million to 125 million shares.

• Adjournment proposal allows the meeting to be postponed to solicit additional proxies if needed.

Board of directors and corporate governance

• Board of directors and executive officers do not have personal interests in any of the proposals.

• Security ownership table provided for directors, officers, and major shareholders.

• Procedures for shareholder proposals and director nominations for the 2027 annual meeting are outlined.