Change Agents files S-1/A registering resale of up to 52,235,925 common shares

Sheppard, Mullin, Richter & Hampton LLP represented Change Agents Corporation in connection with the amended Form S‑1 registration statement covering resale of common stock. The amended registration statement registers the resale from time to time of up to 52,235,925 shares of common stock, par value $0.0001 per share. The shares comprise: up to 50,000,000 Put Shares issuable to Hudson Global Ventures, LLC under an equity purchase agreement dated July 22, 2026, as amended August 21, 2026, at a fixed purchase price of $0.20 per share; up to 925,925 ELOC Warrant Shares issuable upon exercise of a warrant issued to Hudson on July 22, 2026 at an exercise price of $0.01 per share, exercisable after stockholder approval; 360,000 shares issued to Agile Capital Funding, LLC under a July 24, 2026 forbearance letter agreement; 200,000 additional shares issued to Agile Capital Funding, LLC in consideration of a waiver on July 1, 2026; 300,000 shares issued to Vision Capital NY Inc. under a July 1, 2026 consulting agreement; and 450,000 shares issued to One‑Eyed Jack Enterprises, LLC under a consulting agreement dated December 1, 2025, as amended February 17, 2026. The company will not receive proceeds from resale by the selling stockholders under this prospectus; however, it may receive up to $10,000,000 from sales of Put Shares to Hudson and up to approximately $9,259.25 if the Hudson warrant is exercised in full for cash. The plan of distribution permits each selling stockholder and their pledgees, assignees and successors to sell shares on Nasdaq or other markets, in private placements, through brokers, in block trades, principal transactions, exchange distributions, short sales, hedging or other lawful methods. Broker‑dealers may receive commissions or discounts, and Hudson and any broker‑dealer or agent involved in sales may be deemed an underwriter in connection with such sales. The company agreed to pay registration expenses and to indemnify Hudson against certain losses, claims, damages and liabilities, including liabilities under the Securities Act, and will keep the prospectus effective until all shares are sold under it or under Rule 144 or a similar exemption. The prospectus identifies Hudson Global Ventures, LLC as an underwriter within the meaning of Section 2(a)(11) of the Securities Act with respect to the Put Shares. Hudson’s principal business address is 1 Linden Place, Suite 210, Great Neck, New York 11021; Seth Ahdoot and Soheil Ahdoot have voting and dispositive power over the shares owned by Hudson. The other selling stockholders are Agile Capital Funding, LLC, Vision Capital NY Inc., and One‑Eyed Jack Enterprises, LLC. The filing names Aaron Greenblott as the natural person with voting and investment control over Agile Capital Funding, LLC's shares, David Miller as the natural person with voting and investment control over Vision Capital NY Inc.'s shares, and Hilary Marx as the natural person with voting and investment control over One‑Eyed Jack Enterprises, LLC's shares. The prospectus states that, before the offering, the company had 19,946,803 shares outstanding and discloses that, as of August 24, 2026, outstanding shares excluded numerous convertible and exercisable securities, including options, warrants, preferred stock conversion rights, reserved shares under stock plans, pre‑funded warrants, Series A‑1 and Series A‑2 warrants, placement agent warrants, and August 2026 pre‑funded warrants. The selling stockholders’ table reports Hudson’s maximum number of shares to be sold under the prospectus as 50,925,925; Agile Capital Funding, LLC, Vision Capital NY Inc., and One‑Eyed Jack Enterprises, LLC may each sell the shares they hold. The equity purchase agreement with Hudson includes a 4.99% beneficial ownership cap on Hudson’s purchase rights, although that cap does not prevent Hudson from selling shares acquired under the agreement and later acquiring additional shares subject to the agreement’s terms. Sheppard, Mullin, Richter & Hampton LLP represented Change Agents Corporation with a team composed by: Richard A. Friedman and Gregory Carney.

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Change Agents files S-1/A registering resale of up to 52,235,925 common shares

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Change Agents files S-1/A registering resale of up to 52,235,925 common shares

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