Change Agents (CHGA) Registration filing summary

Company overview and business model

• Operates two segments: AI software (agentic video generation, GEO search) and consumer health (Keto Air breathalyzer).

• AI segment focuses on automated video creation for content creators and small businesses, with expansion plans for broader creator and marketer markets in 2026.

• Consumer health segment distributes the Keto Air device in North America, offering non-invasive ketosis monitoring.

• Actively seeks bolt-on AI acquisitions to supplement revenue and expand product offerings.

• Holds a portfolio of patents in cellular therapy (co-owned with MIT and Arbele) and has filed provisional patents for AI technology.

Financial performance and metrics

• Net loss from continuing operations was $17.5M in 2025, up from $7.0M in 2024; net loss for Q1 2026 was $4.5M, up from $2.5M in Q1 2025.

• Accumulated deficit reached $110.4M as of March 31, 2026.

• Cash balance was $776K at March 31, 2026, insufficient for 12 months of operations.

• Working capital deficit decreased to $2.8M at March 31, 2026, from $12.7M at year-end 2025, mainly due to asset sales and debt conversions.

• Revenue from Keto Air remains minimal; meaningful revenue from AI platform expected in about one year.

Use of proceeds and capital allocation

• Net proceeds from the offering will be used for general corporate purposes, working capital, and potentially for product development and commercialization.

• Management has broad discretion over use of funds; proceeds may be invested in short-term securities pending use.

• No minimum offering amount; actual proceeds may be significantly less than the maximum.