Form 8-K

8-K — Change Agents Corporation.

Accession: 0001213900-26-079830

Filed: 2026-07-21

Period: 2026-07-17

CIK: 0001630212

SIC: 7371 (SERVICES-COMPUTER PROGRAMMING SERVICES)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0298573-8k_change.htm (Primary)

EX-3.1 — CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, OF CHANGE AGENTS CORPORATION DATED JULY 17, 2026 (ea029857301ex3-1.htm)

EX-99.1 — PRESS RELEASE DATED JULY 21, 2026 (ea029857301ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

July 17, 2026

Change Agents Corporation

(Exact name of registrant as specified in its

charter)

Delaware

001-38728

47-1685128

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(I.

R. S. Employer

Identification No.)

4400 Route 9 South, Suite 3100

Freehold, NJ 07728

(Address of principal executive offices, including

ZIP code)

(732) 780-4400

(Registrant’s telephone number, including

area code)

Avalon GloboCare Corp.

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common stock, $0.0001 par value

CHGA

The Nasdaq Capital Market

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change

in Fiscal Year.

On July 17, 2026, Avalon GloboCare Corp. (now

known as Change Agents Corporation) (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate

of Incorporation, as amended (the “Charter Amendment”), with the Secretary of State of the State of Delaware to change the

name of the Company from “Avalon GloboCare Corp.” to “Change Agents Corporation” effective as of July 20, 2026

(the “Name Change”).

Pursuant to Delaware General Corporation Law

Section 242(d)(1), no stockholder approval was required for the Charter Amendment because it only related to a name change. A copy of

the Charter Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

In connection with the Name Change, the Company’s

trading symbol for its common stock is expected to commence trading on The Nasdaq Capital Market on July 22, 2026 under the symbol

“CHGA” (the “Symbol Change”).

Neither the Name Change, nor the Symbol Change,

affects the rights of the Company’s stockholders, and no stockholders is required in connection with the Name Change or the Symbol

Change. The CUSIP number for the Company’s common stock will remain 05344R302.

Item 8.01 Other Events.

On July 21, 2026, the Company issued a press

release announcing, among other things, the Name Change and Symbol Change. A copy of the press release is attached hereto as Exhibit

99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The exhibit listed in the following Exhibit Index

is filed as part of this Current Report on Form 8-K.

Exhibit

No.

Description

of Exhibit

3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, of Change Agents Corporation dated July 17, 2026

99.1

Press release dated July 21, 2026

104

Cover Page Interactive Data File (embedded within the

Inline XBRL document)

-1-

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Date: July 21, 2026

Change Agents Corporation

/s/ Sam Knipper

Sam Knipper

Chief Financial Officer

-2-

EX-3.1 — CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, OF CHANGE AGENTS CORPORATION DATED JULY 17, 2026

EX-3.1

Filename: ea029857301ex3-1.htm · Sequence: 2

Exhibit 3.1

Page

Delaware

The

First State

CHARUNI PATIBANDA–SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT

COPY OF THE CERTIFICATE OF AMENDMENT OF “AVALON GLOBOCARE CORP.”, CHANGING ITS NAME FROM “AVALON GLOBOCARE

CORP.” TO “CHANGE AGENTS CORPORATION”, FILED IN THIS OFFICE ON THE SEVENTEENTH DAY OF JULY, A.D . 2026, AT 9:13

O’CLOCK A.M.

AND

I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF AMENDMENT IS THE TWENTIETH DAY OF JULY, A.D. 2026

AT 9 O’CLOCK A.M.

/s/ Charuni

Patibanda-Sanchez

Charuni Patibanda-Sanchez, Secretary of State

5576616 8100

SR# 20263756521

Authentication: 204554199

Date: 07-17-26

You

may verify this certificate online at corp.delaware.gov/authver.shtml

State of Delaware

Secretary of State

Division of Corporations

Delivered 09:13 AM 07/17/2026

FILED 09:13 AM 07/17/2026

SR 20263756521 - File Number 5576616

CERTIFICATE OF AMENDMENT

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

AVALON GLOBOCARE CORP.

Avalon

GloboCare Corp. (the “Corporation”), a corporation organized and existing under and by virtue of the General

Corporation Law of the State of Delaware, as amended (the “DGCL”), does hereby certify as follows:

The name of the Corporation is Avalon GloboCare Corp. The Certificate of Incorporation of the Corporation was originally filed with

the Secretary of State of the State of Delaware on July 28, 2014 under the original name of the Corporation, Global Technologies

Corp., and was amended by the Certificate of Amendment filed with the Secretary of State of the State of Delaware on October 18,

2016. An Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on April

24, 2018. A Certificate of Amendment to the Amended and Restated Certificate of Incorporation was filed with the Secretary of State

of the State of Delaware on December 22, 2022. Another Certificate of Amendment to the Amended and Restated Certificate of

Incorporation was filed with the Secretary of State of the State of Delaware on October 23, 2024 (the “Certificate of

Incorporation”).

The Board of Directors of the Corporation (the “Board”), acting in accordance with the provisions of

Sections 141 and 242 of the DGCL, adopted resolutions amending and restating Article I of the Certificate of Incorporation thereof

relating to the name of the Corporation, so that, as amended and restated, Article I shall be and read in its entirety, as

follows:

ARTICLE

The

name of the Corporation is Change Agents Corporation.

3. The

foregoing amendment to the Certificate of Incorporation was duly approved by the Board.

4. This

amendment to the Certificate of Incorporation shall be effective on and as of as of the effective time of 9:00 a.m.., Eastern Time, on

July 20, 2026.

Witness Whereof, the undersigned has caused this Certificate of Amendment to be signed by its duly authorized officer on the

20th day of July, 2026.

Change Agents Corporation

By:

/s/ Luisa Ingargiola

Name:

Luisa Ingargiola

Title:

Chief Strategy Officer

State

Of Delaware

Name

Reservation Status

Reservation Name

Entity Name

Entity Type

Cost

Status

Expiration

Date

10585725

Change Agents CORPORATION

Corporation

$ 75.00

Reserved

8/13/2026

EX-99.1 — PRESS RELEASE DATED JULY 21, 2026

EX-99.1

Filename: ea029857301ex99-1.htm · Sequence: 3

Exhibit 99.1

Avalon GloboCare Announces Strategic Transformation

into Agentic AI Software Company; Rebrands as Change Agents Corp.

Company to begin trading tomorrow under new

Nasdaq ticker symbol CHGA as it advances its portfolio of agentic AI software platforms, including Beacon and Catch-Up

Company is actively evaluating additional AI

software opportunities in other sectors such as defense and security

FREEHOLD, N.J., July

21, 2026 (GLOBE NEWSWIRE) – Avalon GloboCare Corp. (“Avalon” or the “Company”) (NASDAQ: ALBT), a developer

of agentic artificial intelligence (“AI”) software solutions, today announced its strategic transformation into an agentic artificial

intelligence software company focused on developing agentic AI software-as-a-service (SaaS) applications. In connection with this transformation,

the Company is rebranding as Change Agents Corp., including a corporate name change that reflects its evolution into a pure-play AI software

company. The new corporate identity builds upon the Company’s acquisition of RPM Interactive and its continued expansion of its agentic

AI software platform.

In connection with the

rebranding and name change, the Company’s common stock will begin trading effective tomorrow, July 22, 2026, on The Nasdaq Capital Market

under the new ticker symbol “CHGA”. The name change, ticker symbol change, and existing CUSIP number do not affect shareholders’

ownership interests, and no action is required by existing shareholders.

The new corporate identity reflects the Company’s

transformation from a diversified technology business into an agentic AI software company focused on building intelligent, subscription-based

platforms that solve critical business problems and allow consumers to automate content creation.

To provide investors

with additional insight into the Company’s strategic transformation and AI growth initiatives, Michael Mathews, Director, Change

Agents Corp., recently participated in an interview, where he discussed Change Agents Corp.’s vision, the Beacon and Catch-Up platforms,

and the Company’s long-term growth strategy. Investors can watch the full interview here: https://www.youtube.com/watch?v=bmvI-gtW5kE

“Change Agents

is more than a new name, it represents our vision for the future,” said Michael Mathews, Director, Change Agents Corp. “We

are building agentic AI software products designed to deliver material revenue increases for small businesses, brands, and content creators.

As artificial intelligence transforms how businesses market, engage customers, and compete online, we believe our platforms are well positioned

to help customers capitalize on this shift while creating sustainable, recurring revenue and long-term value for our shareholders.”

The Company’s current

AI software portfolio is centered around two complementary Software-as-a-Service (SaaS) platforms designed to address large and rapidly

expanding market opportunities:

● Beacon, expected to launch in late Q3 2026, is an AI Generative

Engine Optimization platform that helps businesses optimize their digital presence for AI-powered search engines. As consumers increasingly

rely on AI assistants for recommendations rather than using traditional search engines, Beacon is designed to improve AI discoverability,

monitor brand visibility across AI platforms, and help businesses capture new customer opportunities in the emerging AI search economy.

● Catch-Up, currently in Phase 2 development, is being transformed

into a fully autonomous, agentic AI-powered content creation platform. The product is designed for podcasters and social media influencers

with very little technical expertise to autonomously generate personalized video content across multiple social media platforms. The

platform is being developed in collaboration with Caylent, an Amazon Web Services (AWS) Premier Tier Services Partner.

In addition, the Company

is actively evaluating additional AI software solutions to expand its technology portfolio, with a particular focus on high-growth sectors

including defense, military, security, and other enterprise applications. By leveraging its expertise in AI, the Company aims to deliver

innovative solutions that can address mission-critical challenges while creating new long-term commercial opportunities.

About Change Agents

Corp.

Change Agents Corp. (Nasdaq:

CHGA) is an artificial intelligence software company focused on developing agentic AI applications designed to help small businesses,

brands, and content creators increase revenue, improve digital discoverability, and automate content creation. The Company’s current portfolio

includes Beacon, an AI Search Optimization platform, and Catch-Up, an autonomous AI-powered content creation platform. Through its scalable

Software-as-a-Service (SaaS) business model, Change Agents is focused on delivering innovative AI solutions that create measurable customer

value while generating recurring subscription revenue and long-term shareholder returns.

Change Agents is also

distributing the KetoAir™ breathalyzer device a non-invasive consumer breathalyzer that measures ketosis levels and is sold in North

America, which is registered with the U.S. Food and Drug Administration as a Class I medical device.

For more information

about Change Agents Corp, please visit www.changeagentscorp.com.

Forward-Looking Statements

Certain statements contained in this press release are “forward-looking statements” within the meaning of the federal

securities laws. Forward-looking statements are made based on our expectations and beliefs concerning future events impacting the Company

and therefore involve several risks and uncertainties. You can identify these statements by the fact that they use words such as “will”,

“anticipate”, “estimate”, “expect”, “should”, “may”, and other words and terms

of similar meaning or use of future dates; however, the absence of these words or similar expressions does not mean that a statement is

not forward-looking. Forward-looking statements provide current expectations of future events based on certain assumptions and include

any statement that does not directly relate to any historical or current fact, including statements regarding the Company’s commercialization,

distribution and sales of its products and the product’s ability to compete with other similar products. Actual results may differ

materially from those indicated by such forward-looking statements as a result of various important factors as disclosed in our filings

with the SEC, accessible through the SEC’s website (http://www.sec.gov), including our most recent Annual Report on Form 10-K, Quarterly

Reports on Form 10-Q, and Current Reports on Form 8-K filed or furnished with the SEC. In addition to these factors, actual future performance,

outcomes, and results may differ materially because of more general factors, including (without limitation) general industry and market

conditions and growth rates, economic conditions, and governmental and public policy changes. The forward-looking statements included

in this press release represent the Company’s views as of the date of this press release and these views could change. The Company disclaims

any obligation to update forward-looking statements. These forward-looking statements should not be relied upon as representing the Company’s

views as of any date subsequent to the date of the press release. The contents of any website referenced in this press release are not

incorporated by reference herein.

Contact Information:

Change Agents Corp.

ir@changeagentscorp.com

Investor Relations:

Crescendo Communications, LLC

Tel: (212) 671-1020 Ext. 304

CHGA@crescendo-ir.com

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