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\n –12-31
\n 0001630212<\/p>\n
0001630212<\/p>\n
2026-07-17
\n 2026-07-17<\/p>\n
iso4217:USD<\/p>\n
xbrli:shares<\/p>\n
iso4217:USD<\/p>\n
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\u00a0<\/p>\n
UNITED STATES<\/p>\n
SECURITIES AND EXCHANGE COMMISSION<\/p>\n
Washington, D.C. 20549<\/p>\n
\u00a0<\/p>\n
FORM 8-K<\/p>\n
\u00a0<\/p>\n
CURRENT REPORT<\/p>\n
Pursuant to Section 13 or 15(d) of the<\/p>\n
Securities Exchange Act of 1934<\/p>\n
\u00a0<\/p>\n
Date of Report (Date of earliest event reported)
\nJuly 17, 2026<\/p>\n
\u00a0<\/p>\n
Change Agents Corporation<\/p>\n
(Exact name of registrant as specified in its
\ncharter)<\/p>\n
\u00a0<\/p>\n
Delaware
\n \u00a0
\n 001-38728
\n \u00a0
\n 47-1685128<\/p>\n
(State
\n or other jurisdiction
of incorporation)
\n \u00a0
\n (Commission
\n File Number)
\n \u00a0
\n (I.
\n R. S. Employer
Identification No.)<\/p>\n
\u00a0<\/p>\n
4400 Route 9 South, Suite 3100<\/p>\n
Freehold, NJ 07728<\/p>\n
(Address of principal executive offices, including
\nZIP code)<\/p>\n
\u00a0<\/p>\n
(732) 780-4400<\/p>\n
(Registrant\u2019s telephone number, including
\narea code)<\/p>\n
\u00a0<\/p>\n
Avalon GloboCare Corp.<\/p>\n
(Former name or former address, if changed since
\nlast report)<\/p>\n
\u00a0<\/p>\n
Check the appropriate box below if the Form 8-K
\nfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:<\/p>\n
\u00a0<\/p>\n
\u2610
\n Written communications
\n pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<\/p>\n
\u00a0<\/p>\n
\u2610
\n Soliciting material pursuant
\n to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<\/p>\n
\u00a0<\/p>\n
\u2610
\n Pre-commencement communications
\n pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<\/p>\n
\u00a0<\/p>\n
\u2610
\n Pre-commencement communications
\n pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<\/p>\n
\u00a0<\/p>\n
Securities registered pursuant to Section 12(b) of the Act:<\/p>\n
\u00a0<\/p>\n
Title
\n of each class
\n \u00a0
\n Trading
\n Symbol(s)
\n \u00a0
\n Name of each exchange on which registered<\/p>\n
Common stock, $0.0001 par value
\n \u00a0
\n CHGA
\n \u00a0
\n The Nasdaq Capital Market<\/p>\n
\u00a0<\/p>\n
Indicate by check mark whether the registrant
\nis an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (\u00a7230.405 of this chapter) or Rule 12b-2 of the
\nSecurities Exchange Act of 1934 (\u00a7240.12b-2 of this chapter).<\/p>\n
\u00a0<\/p>\n
Emerging growth company \u2610<\/p>\n
\u00a0<\/p>\n
If an emerging growth company, indicate by check
\nmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
\nstandards provided pursuant to Section 13(a) of the Exchange Act. \u2610<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
\nin Fiscal Year.<\/p>\n
\u00a0<\/p>\n
On July 17, 2026, Avalon GloboCare Corp. (now
\nknown as Change Agents Corporation) (the \u201cCompany\u201d) filed a Certificate of Amendment to its Amended and Restated Certificate
\nof Incorporation, as amended (the \u201cCharter Amendment\u201d), with the Secretary of State of the State of Delaware to change the
\nname of the Company from \u201cAvalon GloboCare Corp.\u201d to \u201cChange Agents Corporation\u201d effective as of July 20, 2026
\n(the \u201cName Change\u201d).<\/p>\n
\u00a0<\/p>\n
Pursuant to Delaware General Corporation Law
\nSection 242(d)(1), no stockholder approval was required for the Charter Amendment because it only related to a name change. A copy of
\nthe Charter Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.<\/p>\n
\u00a0<\/p>\n
In connection with the Name Change, the Company\u2019s
\ntrading symbol for its common stock is expected to commence trading on The Nasdaq Capital Market on July 22, 2026 under the\u00a0symbol
\n\u201cCHGA\u201d (the \u201cSymbol Change\u201d).<\/p>\n
\u00a0<\/p>\n
Neither the Name Change, nor the Symbol Change,
\naffects the rights of the Company\u2019s stockholders, and no stockholders is required in connection with the Name Change or the Symbol
\nChange. The CUSIP number for the Company\u2019s common stock will remain 05344R302.<\/p>\n
\u00a0<\/p>\n
Item 8.01 Other Events.<\/p>\n
\u00a0<\/p>\n
On July 21, 2026, the Company issued a press
\nrelease announcing, among other things, the Name Change and Symbol Change. A copy of the press release is attached hereto as Exhibit
\n99.1 and is incorporated herein by reference.<\/p>\n
\u00a0<\/p>\n
Item 9.01 Financial Statements and Exhibits.<\/p>\n
\u00a0<\/p>\n
(d) Exhibits.<\/p>\n
\u00a0<\/p>\n
The exhibit listed in the following Exhibit Index
\nis filed as part of this Current Report on Form 8-K.<\/p>\n
\u00a0<\/p>\n
Exhibit
\n No.
\n \u00a0
\n Description
\n of Exhibit<\/p>\n
3.1
\n \u00a0
\n Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, of Change Agents Corporation dated July 17, 2026<\/p>\n
99.1
\n \u00a0
\n Press release dated July 21, 2026<\/p>\n
104
\n \u00a0
\n Cover Page Interactive Data File (embedded within the
\n Inline XBRL document)<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
SIGNATURES<\/p>\n
\u00a0<\/p>\n
Pursuant to the requirements
\nof the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
\nduly authorized.<\/p>\n
\u00a0<\/p>\n
Date: July 21, 2026
\n Change Agents Corporation<\/p>\n
\u00a0
\n \u00a0<\/p>\n
\u00a0
\n \/s\/ Sam Knipper<\/p>\n
\u00a0
\n Sam Knipper<\/p>\n
\u00a0
\n Chief Financial Officer<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Exhibit 99.1<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Avalon GloboCare Announces Strategic Transformation
\ninto Agentic AI Software Company; Rebrands as Change Agents Corp.<\/p>\n
\u00a0<\/p>\n
Company to begin trading tomorrow under new
\nNasdaq ticker symbol CHGA as it advances its portfolio of agentic AI software platforms, including Beacon and Catch-Up<\/p>\n
\u00a0<\/p>\n
Company is actively evaluating additional AI
\nsoftware opportunities in other sectors such as defense and security<\/p>\n
\u00a0<\/p>\n
FREEHOLD, N.J., July
\n21, 2026 (GLOBE NEWSWIRE) \u2013 Avalon GloboCare Corp. (\u201cAvalon\u201d or the \u201cCompany\u201d) (NASDAQ: ALBT), a developer
\nof agentic artificial intelligence (\u201cAI\u201d) software solutions, today announced its strategic transformation into an agentic artificial
\nintelligence software company focused on developing agentic AI software-as-a-service (SaaS) applications. In connection with this transformation,
\nthe Company is rebranding as Change Agents Corp., including a corporate name change that reflects its evolution into a pure-play AI software
\ncompany. The new corporate identity builds upon the Company\u2019s acquisition of RPM Interactive and its continued expansion of its agentic
\nAI software platform.<\/p>\n
\u00a0<\/p>\n
In connection with the
\nrebranding and name change, the Company\u2019s common stock will begin trading effective tomorrow, July 22, 2026, on The Nasdaq Capital Market
\nunder the new ticker symbol \u201cCHGA\u201d. The name change, ticker symbol change, and existing CUSIP number do not affect shareholders\u2019
\nownership interests, and no action is required by existing shareholders.<\/p>\n
\u00a0<\/p>\n
The new corporate identity reflects the Company\u2019s
\ntransformation from a diversified technology business into an agentic AI software company focused on building intelligent, subscription-based
\nplatforms that solve critical business problems and allow consumers to automate content creation.<\/p>\n
\u00a0<\/p>\n
To provide investors
\nwith additional insight into the Company\u2019s strategic transformation and AI growth initiatives, Michael Mathews, Director, Change
\nAgents Corp., recently participated in an interview, where he discussed Change Agents Corp.\u2019s vision, the Beacon and Catch-Up platforms,
\nand the Company\u2019s long-term growth strategy. Investors can watch the full interview here: https:\/\/www.youtube.com\/watch?v=bmvI-gtW5kE<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
\u201cChange Agents
\nis more than a new name, it represents our vision for the future,\u201d said Michael Mathews, Director, Change Agents Corp. \u201cWe
\nare building agentic AI software products designed to deliver material revenue increases for small businesses, brands, and content creators.
\nAs artificial intelligence transforms how businesses market, engage customers, and compete online, we believe our platforms are well positioned
\nto help customers capitalize on this shift while creating sustainable, recurring revenue and long-term value for our shareholders.\u201d<\/p>\n
\u00a0<\/p>\n
The Company\u2019s current
\nAI software portfolio is centered around two complementary Software-as-a-Service (SaaS) platforms designed to address large and rapidly
\nexpanding market opportunities:<\/p>\n
\u00a0<\/p>\n
\u25cfBeacon, expected to launch in late Q3 2026, is an AI Generative
\nEngine Optimization platform that helps businesses optimize their digital presence for AI-powered search engines. As consumers increasingly
\nrely on AI assistants for recommendations rather than using traditional search engines, Beacon is designed to improve AI discoverability,
\nmonitor brand visibility across AI platforms, and help businesses capture new customer opportunities in the emerging AI search economy.<\/p>\n
\u00a0<\/p>\n
\u25cfCatch-Up, currently in Phase 2 development, is being transformed
\ninto a fully autonomous, agentic AI-powered content creation platform. The product is designed for podcasters and social media influencers
\nwith very little technical expertise to autonomously generate personalized video content across multiple social media platforms. The
\nplatform is being developed in collaboration with Caylent, an Amazon Web Services (AWS) Premier Tier Services Partner.<\/p>\n
\u00a0<\/p>\n
In addition, the Company
\nis actively evaluating additional AI software solutions to expand its technology portfolio, with a particular focus on high-growth sectors
\nincluding defense, military, security, and other enterprise applications. By leveraging its expertise in AI, the Company aims to deliver
\ninnovative solutions that can address mission-critical challenges while creating new long-term commercial opportunities.<\/p>\n
\u00a0<\/p>\n
About Change Agents
\nCorp.<\/p>\n
\u00a0<\/p>\n
Change Agents Corp. (Nasdaq:
\nCHGA) is an artificial intelligence software company focused on developing agentic AI applications designed to help small businesses,
\nbrands, and content creators increase revenue, improve digital discoverability, and automate content creation. The Company\u2019s current portfolio
\nincludes Beacon, an AI Search Optimization platform, and Catch-Up, an autonomous AI-powered content creation platform. Through its scalable
\nSoftware-as-a-Service (SaaS) business model, Change Agents is focused on delivering innovative AI solutions that create measurable customer
\nvalue while generating recurring subscription revenue and long-term shareholder returns.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Change Agents is also
\ndistributing the KetoAir\u2122 breathalyzer device a non-invasive consumer breathalyzer that measures ketosis levels and is sold in North
\nAmerica, which is registered with the U.S. Food and Drug Administration as a Class I medical device.<\/p>\n
\u00a0<\/p>\n
For more information
\nabout Change Agents Corp, please visit\u00a0www.changeagentscorp.com.<\/p>\n
\u00a0<\/p>\n
Forward-Looking Statements<\/p>\n
Certain statements contained in this press release are \u201cforward-looking statements\u201d within the meaning of the federal
\nsecurities laws. Forward-looking statements are made based on our expectations and beliefs concerning future events impacting the Company
\nand therefore involve several risks and uncertainties. You can identify these statements by the fact that they use words such as \u201cwill\u201d,
\n\u201canticipate\u201d, \u201cestimate\u201d, \u201cexpect\u201d, \u201cshould\u201d, \u201cmay\u201d, and other words and terms
\nof similar meaning or use of future dates; however, the absence of these words or similar expressions does not mean that a statement is
\nnot forward-looking. Forward-looking statements provide current expectations of future events based on certain assumptions and include
\nany statement that does not directly relate to any historical or current fact, including statements regarding the Company\u2019s commercialization,
\ndistribution and sales of its products and the product\u2019s ability to compete with other similar products. Actual results may differ
\nmaterially from those indicated by such forward-looking statements as a result of various important factors as disclosed in our filings
\nwith the SEC, accessible through the SEC\u2019s website (http:\/\/www.sec.gov), including our most recent Annual Report on Form 10-K, Quarterly
\nReports 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,
\noutcomes, and results may differ materially because of more general factors, including (without limitation) general industry and market
\nconditions and growth rates, economic conditions, and governmental and public policy changes. The forward-looking statements included
\nin this press release represent the Company\u2019s views as of the date of this press release and these views could change. The Company disclaims
\nany obligation to update forward-looking statements. These forward-looking statements should not be relied upon as representing the Company\u2019s
\nviews as of any date subsequent to the date of the press release. The contents of any website referenced in this press release are not
\nincorporated by reference herein.<\/p>\n
\u00a0<\/p>\n
Contact Information: <\/p>\n
Change Agents Corp.<\/p>\n
ir@changeagentscorp.com<\/p>\n
\u00a0<\/p>\n
Investor Relations:<\/p>\n
Crescendo Communications, LLC<\/p>\n
Tel: (212) 671-1020 Ext. 304<\/p>\n
CHGA@crescendo-ir.com<\/p>\n
\u00a0<\/p>\n
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