Change Agents (CHGA) Proxy filing summary

Executive summary

• Special meeting scheduled for September 22, 2026, to vote on 12 proposals, primarily related to equity issuances, capital structure, and compliance with Nasdaq rules.

• Proposals include approval of stock issuances under an Equity Purchase Agreement, warrant exercises, note conversions, consultant compensation, and a charter amendment to increase authorized shares.

• All proposals are recommended for approval by the board of directors.

• Voting can be conducted online, by phone, mail, or during the virtual meeting; a quorum requires one-third of outstanding shares.

Voting matters and shareholder proposals

• Approval sought for up to $10 million in common stock sales to Hudson Global Ventures under an Equity Line of Credit (ELOC) at $0.30/share.

• Approval for issuance of 925,925 shares upon exercise of a warrant to Hudson at $0.01/share.

• Approval for future issuances up to 250 million shares or $100 million, at up to 80% discount, by March 22, 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 to Agile Lending for forbearance on a prior loan.

• Approval for issuance of 1,850,000 shares to consultants for advisory services under various agreements.

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

• Approval to adjourn the meeting if more time is needed to solicit votes.

Board of directors and corporate governance

• Board unanimously recommends voting in favor of all proposals.

• Directors and executive officers have no direct interest in the proposals being voted on.

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