Change Agents (CHGA) Registration filing summary

Company overview and business model

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

• Recent expansion into AI-powered drone surveillance via new subsidiary Autonomous Air Defense Systems LLC.

• AI segment includes Avalon Quantum AI, acquired via RPM Interactive, focusing on agentic video and search tools for small businesses and creators.

• Keto Air device is a non-invasive breathalyzer for ketosis monitoring, with exclusive North American distribution rights.

• Strategic focus on bolt-on AI acquisitions to supplement revenue as core products develop.

Financial performance and metrics

• Net loss from continuing operations was $6.56M for the six months ended June 30, 2026, down 57.8% from prior year.

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

• Cash balance was $39K at June 30, 2026; company projects insufficient cash for 12 months of operations.

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

• Revenue generation remains limited; meaningful revenue from AI platform expected in about one year.

Use of proceeds and capital allocation

• May receive up to $10M in gross proceeds from ELOC Purchase Agreement with Hudson Global Ventures at $0.20/share.

• Proceeds intended for debt repayment, working capital, and general corporate purposes; management retains broad discretion.

• Required to allocate portions of proceeds to repay specific outstanding promissory notes.