Change Agents (CHGA) Registration filing summary

Company overview and business model

• Operates two segments: AI-driven software (video generation, SEO tools) and consumer health (Keto Air breathalyzer).

• AI segment includes Avalon Quantum AI, focusing on agentic video and search optimization for small businesses and creators.

• Consumer health segment distributes the FDA-registered Keto Air device in North America, targeting ketosis monitoring.

• Recently expanded into AI-enabled drone surveillance via Autonomous Air Defense Systems LLC.

• Actively seeks bolt-on AI acquisitions to supplement revenue and diversify operations.

Financial performance and metrics

• Net loss from continuing operations was $6.56M for the six months ended June 30, 2026, down from $15.55M in the prior year period.

• Net loss for the year ended December 31, 2025 was $18.26M, up from $7.90M in 2024.

• Working capital deficit decreased to $4.09M at June 30, 2026 from $12.65M at December 31, 2025.

• Cash balance was $39,000 at June 30, 2026, insufficient for 12 months of operations; $5M needed for a full year.

• Accumulated deficit reached $112.6M as of June 30, 2026.

Use of proceeds and capital allocation

• May receive up to $10M in gross proceeds from the ELOC Purchase Agreement at $2.00 per share.

• Proceeds intended for debt repayment (notably 18.75% notes), working capital, and general corporate purposes.

• Management retains broad discretion over allocation; no definitive acquisition agreements in place.