Form 8-K

8-K — Change Agents Corporation.

Accession: 0001213900-26-095707

Filed: 2026-08-31

Period: 2026-08-27

CIK: 0001630212

SIC: 7371 (SERVICES-COMPUTER PROGRAMMING SERVICES)

Item: Material Modifications to Rights of Security Holders

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0303869-8k_change.htm (Primary)

EX-3.1 — CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CHANGE AGENTS CORPORATION (ea030386901ex3-1.htm)

EX-99.1 — PRESS RELEASE DATED AUGUST 27, 2026 (ea030386901ex99-1.htm)

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8-K — CURRENT REPORT

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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)

August 27, 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)

(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 3.03 Material Modification to Rights of

Security Holders.

To the extent required by Item 3.03 of Form 8-K,

the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change

in Fiscal Year

As previously reported in a Current Report on

Form 8-K with the Securities and Exchange Commission (the “SEC”), on June 9,

2026 Change Agents Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”).

At the Annual Meeting, the stockholders approved a proposal to give the Company’s board of directors (the “Board”) the

authority, at its discretion, to file a certificate of amendment (the “Charter Amendment”) to the Company’s amended

and restated certificate of incorporation, as amended (“Certificate of Incorporation”), to effect a reverse split of the Company’s

issued common stock, par value $0.0001, (“Common Stock”) at a ratio that is not less than 1-for-2 and not greater than 1-for-25,

without reducing the authorized number of shares of Common Stock, with the exact ratio to be selected by the Board in its discretion and

to be effected, if at all, in the sole discretion of the Board at any time following stockholder approval of the amendment to the Company’s

Certificate of Incorporation and before June 9, 2027 without further approval or authorization of the stockholders. The Board determined

to effect a reverse split of the Common Stock (the “Reverse Stock Split”) at a ratio of 1-for 20

On August 28, 2026, the Company filed the Charter

Amendment with the Secretary of State of the State of Delaware to effectuate the Reverse Stock Split. The Reverse Stock Split became effective

as of 4:01 p.m. Eastern Time on August 28, 2026, and the Company’s common stock began trading on a split-adjusted basis when the

Nasdaq Stock Market opened on August 31, 2026. The Company’s Common Stock will continue to

trade on The Nasdaq Capital Market under its existing symbol “CHGA,” but the Common Stock has been assigned a new CUSIP number

(05344R401).

When the Reverse Stock Split became effective,

every twenty (20) shares of the Company’s issued and outstanding Common Stock were automatically combined, converted and changed

into one (1) share of the Company’s Common Stock, without any change in the number of authorized shares or the par value per share.

The Reverse Stock Split reduced the number of issued and outstanding shares of Common Stock from approximately 21,071,803 shares to approximately

1,053,591 shares, with an estimated public float of approximately 929,278 shares following the Reverse Stock Split.

As a result of the Reverse Stock Split, a proportionate

adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options,

restricted stock units and warrants to purchase shares of common stock and the number of shares reserved for issuance pursuant to the

Company’s equity incentive compensation plans. No fractional shares of Common Stock were issued

in connection with the Reverse Stock Split. Stockholders who otherwise would have been entitled to receive fractional shares of Common

Stock had their holdings rounded up to the next whole share.

The foregoing description of the Certificate of

Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment,

which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

-1-

Item 7.01 Regulation

FD Disclosure

On August 27, 2026, the

Company issued a press release announcing the Reverse Stock Split. A copy of the press release is

furnished to this Current Report on Form 8-K as Exhibit 99.1.

The information in this

Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K is furnished and shall not be deemed to be “filed” for the purposes

of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities

of that section. The information in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be incorporated by reference

into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current

Report, regardless of any general incorporation language in any such filing.

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 of Change Agents

Corporation

99.1

Press Release dated August 27, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

-2-

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: August 31, 2026

Change Agents Corporation

/s/ Sam Knipper

Sam Knipper

Chief Financial Officer

-3-

EX-3.1 — CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CHANGE AGENTS CORPORATION

EX-3.1

Filename: ea030386901ex3-1.htm · Sequence: 2

Exhibit

3.1

Delaware

Page 1

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 “CHANGE AGENTS CORPORATION”, FILED IN THIS OFFICE ON THE

TWENTY–EIGHTH DAY OF AUGUST, A. D. 2026, AT 8 0’ CLOCK A. M.

AND I DO

HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF AMENDMENT IS THE TWENTY–EIGHTH DAY OF AUGUST, A.

D. 2026 AT 4: 01 O’CLOCK P. M.

5576616 8100

SR# 20264226470

Authentication: 204967257

Date: 08-28-26

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

CERTIFICATE OF AMENDMENT OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF

CHANGE AGENTS CORPORATION

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:00 AM 08/28/2026

FILED 08:00 AM 08/28/2026

SR 20264226470 - File Number 557

(Pursuant to Section 242 of the

General Corporation Law of the State of Delaware)

Change Agents Corporation (the “Corporation”), a corporation

existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:

FIRST: This Certificate of Amendment (this “Certificate

of Amendment”) amends the provisions of the Corporation’s Amended and Restated Certificate of Incorporation filed with the

Secretary of State on April 25, 2018, as amended by the Certificate of Amendment thereto filed with the Secretary of State on December

22, 2022, and by the Certificate of Amendment thereto filed with the Secretary of State on October 23, 2024, and by Certificate of Amendment

thereto filed with the Secretary of State on July 17, 2026 (as amended to date, the “Certificate of Incorporation”).

SECOND: The Certificate of Incorporation is hereby amended by amending

and restating Article IV, Section C as follows:

“C. REVERSE STOCK SPLIT

of 4:01 Eastern time on August 28, 2026 (the “Effective Time”) of this Certificate of Amendment pursuant to the Section

242 of the General Corporation Law of the State of Delaware, each twenty (20) shares of outstanding Common Stock, par value $0.0001 per

share (“Old Common Stock”), of the Corporation issued and outstanding immediately prior to the Effective Time shall

be, without any action of the holder thereof, automatically combined into one (1) validly issued, fully paid and non-assessable share

of Common Stock, par value $0.0001 per share (the “New Common Stock”) of the Corporation (the “Reverse Stock

Split”). Each stock certificate that, immediately prior to the Effective Time, represented shares of Old Common Stock shall,

from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number

of whole shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been combined.

No fractional shares of Common Stock will be issued as a result of the Reverse Stock Split. In the event the Reverse Stock Split leaves

a stockholder with a fraction of a share, the number of shares due to the stockholder shall be rounded up to the next whole share of

Common Stock.”

THIRD: This Certificate of Amendment was duly adopted in accordance

with the provisions of Section 242 of the DGCL.

IN WITNESS WHEREOF, the corporation has caused this Certificate of

Amendment to be duly adopted and executed in its corporate name and on its behalf by its duly authorized officer as of the 28th day of

August, 2026.

Change Agents Corporation

By:

/s/ Sam Knipper

Name:

Sam Knipper

Title:

Chief Financial Officer

EX-99.1 — PRESS RELEASE DATED AUGUST 27, 2026

EX-99.1

Filename: ea030386901ex99-1.htm · Sequence: 3

Exhibit 99.1

Change Agents Announces 1-for-20 Reverse Stock

Split

Following the reverse split, the Company expects

to have approximately 1.05 million shares outstanding and an estimated public float of approximately 930,000 shares

FREEHOLD, N.J., August

27, 2026 (GLOBE NEWSWIRE) – Change Agents Corporation (“Change Agents” or the “Company”) (Nasdaq: CHGA),

a developer of agentic artificial intelligence (“AI”) software solutions, today announced that it will implement a 1-for-20

reverse stock split of its issued common stock, par value $0.0001 (“Common Stock”), (the “Reverse Stock Split”),

effective at 4:01 p.m. Eastern Time on August 28, 2026 (the “Effective Time”). The Company’s Common Stock is expected

to begin trading on a split-adjusted basis when the market opens on August 31, 2026, and continue to trade on The Nasdaq Capital Market

under the symbol “CHGA.” The new CUSIP number for the Common Stock will be 05344R401.

The primary goal of the

Reverse Stock Split is to increase the per share market price of the Common Stock to regain compliance with the minimum $1.00 per share

bid price requirement set forth in Nasdaq’s listing rules for continued listing on the Nasdaq.

At the Effective Time,

every twenty (20) shares of the Company’s Common Stock issued and outstanding or held as treasury stock will automatically be combined

into one (1) share of Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split. Any stockholder who

would otherwise be entitled to receive a fractional share will instead be entitled to receive one whole share of Common Stock in lieu

of such fractional share. Once effective, the Reverse Stock Split is expected to reduce the number of issued and outstanding shares of

Common Stock from approximately 21.1 million shares to approximately 1.05 million shares, with an estimated public float of approximately

930,000 shares following the Reverse Stock Split. The Reverse Stock Split will not change the number of authorized shares of the Company’s

Common Stock or the par value per share of the Company’s Common Stock.

As a result of the Reverse

Stock Split, equitable adjustments will be made to the number of shares of the Common Stock issuable upon exercise of the Company’s

equity awards and warrants and the number of shares issuable under the Company’s equity incentive plans, as well as the applicable

exercise prices for such equity awards and warrants, in accordance with their terms.

VStock Transfer LLC is

acting as transfer and exchange agent for the Reverse Stock Split. Registered stockholders who hold shares of Common Stock in uncertificated

form are not required to take any action to receive post-reverse split shares and holders of certificated shares will receive instructions

from the VStock Transfer LLC. Stockholders owning shares through an account at a brokerage firm, bank, dealer, custodian or other similar

organization acting as nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such broker’s

particular processes, and will not be required to take any action in connection with the Reverse Stock Split.

“The reverse stock

split is an important step toward maintaining our Nasdaq listing while establishing a more streamlined capital structure,” said

Meng Li, Change Agents’ Interim Chief Executive Officer and Chief Operating Officer. “Following the split, we expect to have

approximately 1.05 million shares outstanding and an estimated public float of approximately 930,000 shares. We believe this structure

can enhance our visibility among a broader universe of investors as we continue to execute our growth strategy.”

Additional information

about the Reverse Stock Split can be found in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange

Commission (the “SEC”) on April 17, 2026, which is available free of charge at the SEC’s website at www.sec.gov, and

on the Company’s website Investor Relations at https://ir.changeagentscorp.com/.

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.

The Company is seeking

to expand into various high growth sectors that are expected to benefit from artificial intelligence.

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 Corporation, 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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Trading symbol of an instrument as listed on an exchange.

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No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

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duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration