Overview
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- TickerCHGA on Nasdaq1
- IndustryServices-Computer Programming Services1
- HeadquartersFreehold, New Jersey1
- Incorporated inDE2
- Business address4400 Route 9, Suite 3100, Freehold, Nj 077282
- Filer categoryNon-accelerated filer, Smaller reporting company2
- Legal formCorporation
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Avalon Quantum AI, LLC, our wholly owned subsidiary formed in connection with our acquisition of RPM Interactive, Inc. in December 2025.4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.5
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| INCOME (LOSS) FROM EQUITY METHOD INVESTMENT - LAB SERVICES MSO | $392.7K | -$846.6K |
| Advertising and marketing expenses | $843.5K | $237.7K |
| Professional fees | $5.3M | $1.6M |
| Compensation and related benefits | $1.1M | $1.3M |
| Other general and administrative expenses | $784.8K | $857.9K |
| Total Other Operating Expenses | $8.0M | $4.0M |
| LOSS FROM OPERATIONS | -$7.6M | -$4.8M |
| Interest expense - amortization of debt discount and debt issuance costs | -$1.1M | -$1.3M |
| Interest expense - other | -$320.3K | -$325.5K |
| Interest expense - related party | -$42.4K | |
| Debt modification charge | -$838.8K | |
| Change in fair value of derivative liability | $538.2K | $374.4K |
| Loss on extinguishment of debt | -$9.1M | |
| Other income (expense) | $67.6K | -$74.2K |
| Total Other Expense, net | -$9.9M | -$2.2M |
| LOSS BEFORE INCOME TAXES | -$17.5M | -$7.0M |
| NET LOSS FROM CONTINUING OPERATIONS | -$17.5M | -$7.0M |
| NET LOSS FROM DISCONTINUED OPERATIONS | -$742.1K | -$863.8K |
| NET LOSS | -$18.3M | -$7.9M |
| NET LOSS AFTER NONCONTROLLING INTEREST | -$18.3M | -$7.9M |
| DEEMED CONTRIBUTION ON EXCHANGE OF EQUITY INSTRUMENTS | $162.5K | |
| NET LOSS ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS | -$18.1M | -$7.9M |
| Basic, continuing operations (in Dollars per share) | -$5 | -$8 |
| Diluted, continuing operations (in Dollars per share) | -$5 | -$8 |
| Basic, discontinued operations (in Dollars per share) | -$0 | -$1 |
| Diluted, discontinued operations (in Dollars per share) | -$0 | -$1 |
| Net Loss Per Common Share Attributable Common Shareholders basic (in Dollars per share) | -$5.64 | -$8.44 |
| Net Loss Per Common Share Attributable Common Shareholders diluted (in Dollars per share) | -$5.64 | -$8.44 |
| Weighted Average Common Shares Outstanding Basic (in Shares) | 3.2M shares | 936.6K shares |
| Weighted Average Common Shares Outstanding diluted (in Shares) | 3.2M shares | 936.6K shares |
| Unrealized foreign currency translation loss | -$9.4K | -$273 |
| COMPREHENSIVE LOSS | -$18.3M | -$7.9M |
| COMPREHENSIVE LOSS ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS | -$18.3M | -$7.9M |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 3 fiscal years (annual) or 3 quarters (quarterly), latest first.5
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash | $109.1K | $2.7M | |
| Receivable from sale of equity method investment | $748.0K | ||
| Prepaid expense and other current assets | $282.2K | $255.1K | |
| Current assets of discontinued operations | $356.6K | $323.2K | |
| Total Current Assets | $1.5M | $3.2M | |
| Operating lease right-of-use assets, net | $4.7K | ||
| Property and equipment, net | $727 | $1.3K | |
| Intangible assets, net | $2.2M | ||
| Goodwill | $12.8M | ||
| Equity method investments, net | $10.6M | ||
| Non-current assets of discontinued operations | $6.9M | $7.1M | |
| Total Non-current Assets | $21.9M | $17.7M | |
| Total Assets | $23.4M | $21.0M | |
| Accrued professional fees | $1.8M | $611.5K | |
| Accrued research and development fees | $153.8K | $153.8K | |
| Accrued payroll liability and compensation | $1.1M | $501.3K | |
| Accrued litigation settlement | $363.4K | $373.4K | |
| Accrued liabilities and other payables | $281.1K | $228.8K | |
| Operating lease obligation | $6.0K | $10.7K | |
| Derivative liability | $34.2K | $127.5K | |
| Stock subscription liability | $150.0K | ||
| Bridge loan payable, net | $197.3K | ||
| Convertible note payable, net | $737.0K | $2.1M | |
| Current liabilities of discontinued operations | $6.1M | $5.9M | |
| Total Current Liabilities | $14.1M | $13.9M | |
| Non-current liabilities of discontinued operations | $23.5K | ||
| Total Non-current Liabilities | $23.5K | ||
| Total Liabilities | $14.2M | $13.9M | |
| Common stock, $0.0001 par value; 100,000,000 shares authorized; 4,857,476 shares issued and 4,854,009 shares outstanding at December 31, 2025; 1,445,979 shares issued and 1,442,512 shares outstanding at December 31, 2024 | $486 | $145 | |
| Additional paid-in capital | $88.4M | $72.0M | |
| Less: common stock held in treasury, at cost; 3,467 shares at December 31, 2025 and 2024 | -$522.5K | -$522.5K | |
| Accumulated deficit | -$105.9M | -$87.7M | |
| Statutory reserve | $6.6K | $6.6K | |
| Accumulated other comprehensive loss | -$241.4K | -$232.0K | |
| Total Avalon GloboCare Corp. stockholders' equity | $9.2M | $7.1M | |
| Total Equity | $9.2M | $7.1M | $7.4M |
| Total Liabilities and Equity | $23.4M | $21.0M | |
| Preferred stock, par value (in Dollars per share) | $0.00 | $0.00 | |
| Preferred stock, shares authorized (in Shares) | 10.0M shares | 10.0M shares | |
| Common stock, par value (in Dollars per share) | $0.00 | $0.00 | |
| Common stock, shares authorized (in Shares) | 100.0M shares | 100.0M shares | |
| Common stock, shares issued (in Shares) | 4.9M shares | 4.9M shares | |
| Common stock, shares outstanding (in Shares) | 1.4M shares | 1.4M shares | |
| Treasury stock (in Shares) | 3.5K shares | 3.5K shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash | $109.1K | $2.7M | |
| Receivable from sale of equity method investment | $748.0K | ||
| Prepaid expense and other current assets | $282.2K | $255.1K | |
| Current assets of discontinued operations | $356.6K | $323.2K | |
| Total Current Assets | $1.5M | $3.2M | |
| Operating lease right-of-use assets, net | $4.7K | ||
| Property and equipment, net | $727 | $1.3K | |
| Intangible assets, net | $2.2M | ||
| Goodwill | $12.8M | ||
| Equity method investments, net | $10.6M | ||
| Non-current assets of discontinued operations | $6.9M | $7.1M | |
| Total Non-current Assets | $21.9M | $17.7M | |
| Total Assets | $23.4M | $21.0M | |
| Accrued professional fees | $1.8M | $611.5K | |
| Accrued research and development fees | $153.8K | $153.8K | |
| Accrued payroll liability and compensation | $1.1M | $501.3K | |
| Accrued litigation settlement | $363.4K | $373.4K | |
| Accrued liabilities and other payables | $281.1K | $228.8K | |
| Operating lease obligation | $6.0K | $10.7K | |
| Derivative liability | $34.2K | $127.5K | |
| Stock subscription liability | $150.0K | ||
| Bridge loan payable, net | $197.3K | ||
| Convertible note payable, net | $737.0K | $2.1M | |
| Current liabilities of discontinued operations | $6.1M | $5.9M | |
| Total Current Liabilities | $14.1M | $13.9M | |
| Non-current liabilities of discontinued operations | $23.5K | ||
| Total Non-current Liabilities | $23.5K | ||
| Total Liabilities | $14.2M | $13.9M | |
| Common stock, $0.0001 par value; 100,000,000 shares authorized; 4,857,476 shares issued and 4,854,009 shares outstanding at December 31, 2025; 1,445,979 shares issued and 1,442,512 shares outstanding at December 31, 2024 | $486 | $145 | |
| Additional paid-in capital | $88.4M | $72.0M | |
| Less: common stock held in treasury, at cost; 3,467 shares at December 31, 2025 and 2024 | -$522.5K | -$522.5K | |
| Accumulated deficit | -$105.9M | -$87.7M | |
| Statutory reserve | $6.6K | $6.6K | |
| Accumulated other comprehensive loss | -$241.4K | -$232.0K | |
| Total Avalon GloboCare Corp. stockholders' equity | $9.2M | $7.1M | |
| Total Equity | $9.2M | $7.1M | $7.4M |
| Total Liabilities and Equity | $23.4M | $21.0M | |
| Preferred stock, par value (in Dollars per share) | $0.00 | $0.00 | |
| Preferred stock, shares authorized (in Shares) | 10.0M shares | 10.0M shares | |
| Common stock, par value (in Dollars per share) | $0.00 | $0.00 | |
| Common stock, shares authorized (in Shares) | 100.0M shares | 100.0M shares | |
| Common stock, shares issued (in Shares) | 4.9M shares | 4.9M shares | |
| Common stock, shares outstanding (in Shares) | 1.4M shares | 1.4M shares | |
| Treasury stock (in Shares) | 3.5K shares | 3.5K shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.5
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net loss from continuing operations | -$17.5M | -$7.0M |
| Depreciation and amortization of intangible assets | $94.4K | $611 |
| Amortization of operating lease right-of-use asset | $64.4K | $122.6K |
| Stock-based compensation and service expense | $1.8M | $521.5K |
| (Income) loss from equity method investment | -$392.7K | $846.6K |
| Distribution of earnings from equity method investment | $611.9K | |
| Amortization of debt issuance costs and debt discount | $1.1M | $1.3M |
| Change in fair market value of derivative liability | -$538.2K | -$374.4K |
| Impairment of laboratory equipment | $111.0K | |
| Debt modification charge | $688.8K | |
| Loss on extinguishment of debt | $9.1M | |
| Security deposit | $17.5K | |
| Prepaid expense and other assets | -$22.3K | -$107.0K |
| Accrued liabilities and other payables | $1.8M | -$1.2M |
| Accrued liabilities and other payables - related parties | -$14.1K | |
| Operating lease obligation | -$64.4K | -$122.6K |
| NET CASH USED IN OPERATING ACTIVITIES FROM CONTINUING OPERATIONS | -$4.6M | -$4.7M |
| Payment for equity interest purchase | -$100.0K | |
| Cash acquired on acquisition | $14.0K | |
| Proceeds from sale of equity method investment | $1.1M | |
| NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES FROM CONTINUING OPERATIONS | $1.1M | -$100.0K |
| Proceeds from issuance of convertible debt and warrants | $3.4M | |
| Proceeds from issuance of convertible debt | $200.0K | |
| Payments of convertible debt issuance costs | -$282.7K | |
| Repayments of convertible debt | -$3.4M | |
| Repayments of loan payable - related party | -$400.0K | |
| Proceeds from stock subscription liability | $150.0K | |
| Advance from pending sale of noncontrolling interest in subsidiary | $50.0K | $2.1M |
| Proceeds from issuance of convertible preferred stock | $300.0K | $3.5M |
| Payments of convertible preferred stock issuance costs | -$10.0K | |
| Proceeds from issuance of bridge loan | $300.0K | |
| Proceeds from issuance of common stock and warrants | $475.5K | |
| Payments of offering costs | -$64.7K | |
| Proceeds from equity offering | $2.9M | |
| Disbursements for equity offering costs | -$138.4K | |
| NET CASH PROVIDED BY FINANCING ACTIVITIES FROM CONTINUING OPERATIONS | $1.4M | $7.6M |
| Net cash used in operating activities from discontinued operations | -$407.4K | -$290.0K |
| Net cash used in investing activities from discontinued operations | -$35.9K | |
| NET CASH FLOWS USED IN DISCONTINUED OPERATIONS | -$443.3K | -$290.0K |
| EFFECT OF EXCHANGE RATE ON CASH - CONTINUING OPERATIONS | -$9.0K | $1.4K |
| NET (DECREASE) INCREASE IN CASH | -$2.5M | $2.6M |
| Interest | $916.6K | $1.1M |
| Common stock issued for future services | $8.5K | |
| Common stock issued for accrued liabilities | $42.4K | $60.0K |
| Receivable related to sale of equity method investment | $1.7M | |
| Related party payable extinguished upon sale of equity method investment | $632.9K | |
| Series B Convertible Preferred Stock extinguished related to sale of equity method investment | $11.0M | |
| Series D Convertible Preferred Stock issued in exchange of Series A Convertible Preferred Stock | $9.0M | |
| Warrants issued as convertible note payable finder's fee | $40.9K | |
| Warrants issued with convertible note payable recorded as debt discount | $438.6K | |
| Common stock issued as convertible note payable commitment fee | $26.8K | $320.5K |
| Equity method investment payable paid by a related party | $566.7K | |
| Reclassification of deferred offering costs | $175.1K | |
| Settlement of derivative liability | $176.5K | $2.4K |
| Issuance of common stock upon cashless exercise of stock warrants | $43 | $4 |
| Initial ROU asset and lease liability | $127.5K | |
| Conversion of convertible note payable and accrued interest into common stock | $2.2M | |
| Deferred financing costs in accrued liabilities | $45.0K | |
| Legal fees recorded to receivable from sale of equity method investment | $50.0K | |
| Reclassification of related party loan payable and accrued expenses to advance from related party | $500.0K | |
| Shares issued for adjustments for 1:15 reverse split | $21 | |
| Bridge loan issuance costs in accrued liabilities | $18.8K | |
| Common stock issued as convertible note payable commitment fee included in accrued liabilities | $138.0K |
No quarter-by-quarter statement was filed.
Corporate structure
Change Agents Corporation. sits at the top of its group. 7 entities, 3 countries on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Change Agents Corporation.
- ARMISTICE CAPITAL, LLC Filed SCHEDULE 13G on Change Agents Corporation., latest Aug 14, 2026 (2 filings since May 15, 2026)
- INTRACOASTAL CAPITAL, LLC Filed SCHEDULE 13G/A on Change Agents Corporation., latest Aug 13, 2026 (2 filings since Mar 5, 2026)
- Wenzhao Lu Filed SC 13D/A on Change Agents Corporation., latest Jan 25, 2024
- Change Agents Corporation. Freehold, New Jersey
- Avalon (Shanghai) Healthcare Technology Co., Ltd Subsidiary · China
- Avalon Healthcare System Inc. Subsidiary · Delaware, United States
- Avalon Laboratory Services, Inc. Subsidiary · Delaware, United States
- Avalon Quantum AI, LLC Subsidiary · Nevada, United States
- Nexus MergerSub Limited Subsidiary · British Virgin Islands
- Q&A Distribution LLC Subsidiary · Texas, United States
Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Change Agents Corporation. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Property and equipment, before depreciation | $54.5K10 Dec 31, 2024 | $155.3K10 Dec 31, 2023 | −64.9% |
| Accumulated depreciation | $9.3K5 Dec 31, 2025 | $8.3K5 Dec 31, 2024 | +11.8% |
| Property and equipment, net | $7275 Dec 31, 2025 | $1.3K5 Dec 31, 2024 | −44.0% |
| Operating-lease assets (leased space) | $4.7K5 Dec 31, 2024 | $128.2K10 Dec 31, 2023 | −96.3% |
Real estate and locations
| Item | Latest | A year before | Change |
|---|---|---|---|
| Real estate investments, net | $7.0M10 Dec 31, 2024 | $7.2M10 Dec 31, 2023 | −2.3% |
| Real estate investments, at cost | $8.2M10 Dec 31, 2024 | $8.2M10 Dec 31, 2023 | 0% |
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $109.1K5 Dec 31, 2025 | $2.7M5 Dec 31, 2024 | −95.9% |
| Stakes in other companies (equity method) | $10.6M5 Dec 31, 2024 | $12.1M10 Dec 31, 2023 | −12.1% |
| Deposits held (banks) | $81.2K10 Dec 31, 2024 | $81.2K10 Dec 31, 2023 | 0% |
Intangibles and goodwill
| Item | Latest | A year before | Change |
|---|---|---|---|
| Goodwill | $12.8M5 Dec 31, 2025 | ||
| Intangible assets, net (excluding goodwill) | $2.2M5 Dec 31, 2025 | $8.7M10 Dec 31, 2024 | −75.3% |
| Finite-lived intangibles, gross | $15.1M5 Dec 31, 2025 | $7.5M8 Dec 31, 2022 | +100.8% |
| Accumulated amortization | $93.8K5 Dec 31, 2025 | $573.2K13 Dec 31, 2019 | −83.6% |
| Finite-lived intangibles, net | $15.0M5 Dec 31, 2025 | $1.3M14 Dec 31, 2018 | +1091.9% |
Inventory
Properties, in its own words
Our principal executive offices are located at 4400 Route 9 South, Freehold, New Jersey 07728, where we have maintained our offices since our founding in 2014. We currently lease this office space pursuant to a lease agreement, as described further below.
Sale of Route 9 Property
The rest of Item 2
The building located at 4400 Route 9 South was previously owned by our wholly owned subsidiary, Avalon RT 9 Properties, LLC. On February 18, 2026, we completed the sale of 100% of the membership interests of Avalon RT 9 Properties, LLC to Wenzhao Lu, a director of our company, for a total aggregate purchase price of approximately $9,000,000. The sale price was determined based on an independent appraisal of the property conducted by CBRE, which valued the building at $8.7 million, and was reviewed and approved by the disinterested members of our Board of Directors in accordance with our related party transaction policy. The transaction is described further in Item 13 — Certain Relationships and Related Transactions of this Annual Report. Following the completion of the sale, we continue to lease our principal executive offices at 4400 Route 9 South from the new owner pursuant to a lease agreement.
Other Office Space
We lease additional office space to support our operations. The location of our office facilities is not critical to our operations, and we anticipate no difficulty in extending our existing leases or obtaining comparable office space on commercially reasonable terms as needed.
Lease Obligations
We are obligated under various lease agreements providing for office space that expire at various dates through December 31, 2027. Total rent expense under these lease agreements was approximately $97,000 and $127,000 for the fiscal years ended December 31, 2025 and 2024, respectively.
Adequacy of Facilities
We believe that our existing facilities are suitable and adequate to meet our current operational needs. We intend to add new facilities or expand our existing facilities as we add employees and as our business grows, and we believe that suitable additional or substitute space will be available on commercially reasonable terms to accommodate any such expansion.
Item 2 of the 10-K filed Mar 30, 2026.4
Leadership
Who has led Change Agents Corporation., and when. Pick a name to see everywhere that person has worked.
Chief executive
President
Chief financial officer
Chief operating officer
- Chief executive officerMeng Li Jul 13, 2026 to now15
- Chief executive officerDavid Jin Oct 28, 2016 to Feb 25, 202016
- PresidentDavid Jin Oct 28, 2016 to Feb 25, 202016
- Chief financial officerLuisa Ingargiola Feb 21, 2017 to Feb 25, 202017
- Chief operating officerMeng Li Oct 28, 2016 to Feb 25, 202018
Board members and other officers (11)
- Chief Strategy OfficerLuisa Ingargiola Jul 13, 2026 to now19
- Board memberLourdes Felix Mar 7, 2023 to now20
- Board memberTevi Troy Jun 14, 2018 to Mar 8, 202321
- Board memberWilliam B. Stilley Iii. Jul 10, 2018 to Mar 8, 202322
- Board memberSteven Andrew Sanders Jul 31, 2018 to now23
- Board memberSteven Philip Sukel May 8, 2017 to Jan 19, 201824
- Board memberYancen Lu Aug 2, 2017 to Feb 25, 202025
- Board memberW. J. Tauzin Nov 15, 2017 to Mar 9, 202326
- Board memberDavid Jin Oct 28, 2016 to Feb 25, 202016
- Board memberMeng Li Oct 28, 2016 to Feb 25, 202018
- Board memberWenzhao Lu Oct 28, 2016 to now27
Named in SEC Form D filings
People the company listed in its private-offering notices.
- DirectorMichael A. Mathews named Mar 12, 202628
Subsidiaries and ownership
Subsidiaries (Exhibit 21)
- Avalon (Shanghai) Healthcare Technology Co., Ltd China3
- Avalon Healthcare System Inc. Delaware3
- Avalon Laboratory Services, Inc. Delaware3
- Avalon Quantum AI, LLC Nevada3
- Nexus MergerSub Limited British Virgin Islands3
- Q&A Distribution LLC Texas3
The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.
Former names
Timeline
- Oct 8, 20268-K Executive or director change29
- Oct 2, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares30
- Sep 18, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares31
- Sep 14, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares32
- Aug 31, 20268-K Other events33
- Aug 31, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed; Regulation FD disclosure34
- Aug 24, 20268-K Entered a material agreement; Unregistered sale of shares35
- Aug 18, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares36
- Aug 5, 20268-K Unregistered sale of shares37
- Jul 29, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares38
- Jul 23, 20268-K Entered a material agreement; Unregistered sale of shares39
- Jul 21, 20268-K Bylaws or fiscal year changed; Other events40
- Jul 13, 2026New chief executive Meng Li becomes CEO15
- Oct 28, 2016New chief executive David Jin becomes CEO16
Calendar
Coming up
- Nov 13, 2026Reports results for the quarter ending Sep/202641
When it reported results
- Apr 27, 2023Reported quarterly or annual results42
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
223 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 114 major events, 18 insider forms, 5 large holders, 2 private raises, 64 other. The latest 20:
- Oct 8, 20268-K CURRENT REPORT EDGAR
- Oct 2, 20268-K CURRENT REPORT EDGAR
- Sep 29, 2026DEF 14A DEFINITIVE PROXY STATEMENT EDGAR
- Sep 18, 2026EFFECT EDGAR
- Sep 18, 2026424B3 PROSPECTUS EDGAR
- Sep 18, 20268-K/A AMENDMENT NO. 1 TO FORM 8-K EDGAR
- Sep 18, 2026PRER14A REVISED PRELIMINARY PROXY STATEMENT EDGAR
- Sep 16, 2026S-1/A AMENDMENT NO. 3 TO FORM S-1 EDGAR
- Sep 15, 2026S-1/A AMENDMENT NO. 2 TO FORM S-1 EDGAR
- Sep 14, 20268-K CURRENT REPORT EDGAR
- Aug 31, 20268-K CURRENT REPORT EDGAR
- Aug 31, 20268-K CURRENT REPORT EDGAR
- Aug 26, 2026PRER14A REVISED PRELIMINARY PROXY STATEMENT EDGAR
- Aug 25, 2026S-1/A AMENDMENT NO. 1 TO FORM S-1 EDGAR
- Aug 24, 20268-K CURRENT REPORT EDGAR
- Aug 21, 2026S-8 REGISTRATION STATEMENT EDGAR
- Aug 18, 20268-K CURRENT REPORT EDGAR
- Aug 14, 202610-Q QUARTERLY REPORT EDGAR
- Aug 14, 2026SCHEDULE 13G EDGAR
- Aug 13, 2026SCHEDULE 13G/A EDGAR
The 223 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- ARMISTICE CAPITAL, LLCSCHEDULE 13G, 2 filings May 15, 2026 to Aug 14, 202643
- INTRACOASTAL CAPITAL, LLCSCHEDULE 13G/A, 2 filings Mar 5, 2026 to Aug 13, 202644
- Wenzhao LuSC 13D/A, 1 filing Jan 25, 202445
Funding
Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.
- Private raises (Form D) $4.0M
Figures by year
| Year | Private raises (Form D) | Total |
|---|---|---|
| 2026 | $3.2M | $3.2M |
| 2023 | $700.0K | $700.0K |
Private raises
Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.
SEC filer profile
How Change Agents Corporation. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARChange Agents Corporation.1
- CIK0001630212
- Employer ID (EIN)47-16851284
- Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company4
- Incorporated inDelaware4
- Fiscal year endsDecember 311
- Industry code (SIC)7371 Services-Computer Programming Services1
- SEC reviewing officeOffice of Technology, Division of Corporation Finance1
- Business address4400 Route 9, Suite 3100, Freehold, NJ 077281
- Phone732-780-44001
- Shares outstanding19,946,803 as of Aug 10, 202612
- Public float$5.5M as of Jun 30, 20254
- AuditorM&K CPAS, PLLC, The Woodlands, TX PCAOB ID 2738; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceFeb 19, 20151
- Filings393 in all: 8-K (160), 10-Q (35), 4 (32), 3 (13), 8-K/A (12), 10-K (11), DEF 14A (10), S-1/A (10)1
All 44 form types
CORRESP (8), PRER14A (8), 425 (6), EFFECT (6), S-1 (6), UPLOAD (6), PRE 14A (5), SC 13D (5), 424B3 (4), D (4), DEFA14A (4), NT 10-Q (4), S-3 (4), 4/A (3), 424B5 (3), RW (3), SC 13D/A (3), SCHEDULE 13G (3), 10-Q/A (2), ARS (2), DEF 14C (2), DEL AM (2), NT 10-K (2), PRE 14C (2), S-8 (2), 424B2 (1), 424B4 (1), 8-A12B (1), 8-A12G (1), CERT (1), DRS (1), PREM14A (1), S-3/A (1), S-4 (1), S-4/A (1), SCHEDULE 13G/A (1)
- Latest filingsAnnual report (10-K) Mar 30, 2026
Quarterly report (10-Q) Aug 14, 2026
Proxy statement (DEF 14A) Sep 29, 2026
Latest 8-K (8-K) Oct 8, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common Stock, par value $0.0001 per share | ALBT | Nasdaq |
From the cover page of the 10-K filed Mar 30, 2026 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks Change Agents Corporation. names in Item 1A of its 10-K filed Mar 30, 2026: 33 risks under these headings, as written.4
- Risks Relating to Our Business and Operations
- We have a limited operating history in our current business segments, which makes it difficult to evaluate our business and future prospects.
- We have a history of net losses and an accumulated deficit, which raises substantial doubt about our ability to continue as a going concern.
- We have not generated sustainable revenue since inception, and we may not be able to generate sufficient revenue to achieve or maintain profitability.
- We may not be successful in commercializing our AI platform or our Keto Air product, either of which would materially harm our business.
- Our RPM platform is in an early stage of development and is based on new and evolving AI technologies, which are subject to significant uncertainty.
- We face intense competition in both of our business segments, and many of our competitors have substantially greater resources than we do.
- We may encounter difficulties associated with early-stage companies that could adversely affect our operations.
- Our success depends on the continued services of our key personnel, the loss of whom could materially harm our business.
- Our strategy of continuing to evaluate additional possible acquisitions to supplement our operations involves significant risks, and we may not be able to identify, complete, or successfully integrate any such acquisitions.
- We depend on third parties for supplies and services critical to our Keto Air business, and any disruption could adversely affect our operations.
- The termination of our proposed merger with YOOV Group Holding Limited may continue to adversely affect our business, financial condition, and stock price.
The other 22 risks
- Risks Relating to Artificial Intelligence and Technology
- The use of AI in our platform may give rise to legal liability, reputational harm, and regulatory scrutiny.
- Our RPM platform's AI avatar feature, which replicates individual voices and likenesses, exposes us to significant legal risks under right of publicity, biometric privacy, and related laws.
- The content generated by our platform may infringe the intellectual property rights of third parties, which could expose us to significant liability.
- We may not be able to protect our intellectual property rights, which could impair our competitive position.
- Laws and regulations governing artificial intelligence are rapidly evolving, and compliance may be costly and uncertain.
- Our platform's content may be restricted or removed by major social media and content distribution platforms, which could significantly impair the utility and commercial appeal of our product.
- Our business depends on the reliable performance of third-party cloud and infrastructure providers, and any disruption to these services could adversely affect our operations.
- Cybersecurity breaches or incidents could damage our reputation and adversely affect our business.
- We are subject to data privacy and security laws that impose significant compliance obligations, and any failure to comply could result in material liability.
- Risks Relating to Our Capital Structure and Nasdaq Listing
- We will need to raise additional capital to fund our operations and growth, and we may not be able to do so on acceptable terms, or at all.
- We have outstanding indebtedness that could adversely affect our financial condition and liquidity.
- Future sales and issuances of our securities could result in additional dilution of the percentage ownership of our stockholders and could cause our share price to fall.
- Future issuances of our securities, including upon conversion of our outstanding preferred stock, will dilute the ownership interests of our existing stockholders and may depress the trading price of our common stock.
- Our Series E Non-Voting Convertible Preferred Stock is subject to an Exchange Cap and requires stockholder approval under Nasdaq Listing Rule 5635 prior to conversion, and there can be no assurance that we will obtain such approval.
- We must maintain compliance with Nasdaq continued listing standards, and there can be no assurance that we will be able to do so.
- Significant related party transactions, including the sale of our Route 9 property to a director, create conflicts of interest and could adversely affect stockholder confidence in our corporate governance.
- Our officers, directors, and significant stockholders collectively hold a significant percentage of our outstanding common stock, which may limit the ability of other stockholders to influence corporate decisions.
- Provisions in our charter documents and Delaware law may have anti-takeover effects that could prevent a change of control that stockholders may consider favorable.
- Our common stock price has been and may continue to be highly volatile, and stockholders could suffer substantial losses.
- Risks Relating to General Economic and Market Conditions
- Adverse economic conditions could reduce demand for our products and services and harm our business.
- Geopolitical developments and trade restrictions, including those affecting our supply chain for the Keto Air device, could adversely affect our operations.
- Changes in government spending priorities and regulatory policy could affect our business in ways we cannot predict.
Legal proceedings
From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.
The opening of Item 3, Legal Proceedings.4
Sources
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- 15SEC EDGARMeng Li, Chief executive officer
- 16SEC EDGARDavid Jin, Chief executive officer
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- 18SEC EDGARMeng Li, Chief operating officer
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- 20SEC EDGARLourdes Felix, Board member
- 21SEC EDGARTevi Troy, Board member
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- 23SEC EDGARSteven Andrew Sanders, Board member
- 24SEC EDGARSteven Philip Sukel, Board member
- 25SEC EDGARYancen Lu, Board member
- 26SEC EDGARW. J. Tauzin, Board member
- 27SEC EDGARWenzhao Lu, Board member
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- 29SEC EDGARExecutive or director change
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- 33SEC EDGAROther events
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- 37SEC EDGARUnregistered sale of shares
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- 41NasdaqNasdaq calendar
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