Change Agents Corporation

Proposal 1 asks stockholders to authorize the Company to issue common stock under its amended equity purchase agreement with Hudson Global Ventures, LLC. The agreement gives the Company discretion to draw up to $10 million through sales of common stock, subject to contractual conditions and a fixed purchase price described in the filing. The filing states that Nasdaq approval is required because the potential issuance can exceed 20% of pre-transaction shares at a price below Nasdaq’s Minimum Price. Until approval, issuances are limited by an Exchange Cap of 169,098 shares, or 19.99% of the applicable outstanding shares. Approval would allow the Company to access the full commitment and issue shares beyond that cap. Management presents the facility as a dependable source of capital for working capital, capital expenditures, operating expenses and selected business-development opportunities. The filing also warns that substantial sales to Hudson could materially dilute existing holders and pressure the market price. The Company retains discretion over whether and when to submit put notices, so approval does not itself require the Company to issue the full commitment. The Board unanimously recommends a vote FOR because it views expanded financing flexibility as being in the best interests of the Company and its stockholders.

Proposal 2 seeks approval for the issuance of 46,297 shares underlying a warrant issued to Hudson Global Ventures, LLC in connection with the equity line. The warrant has an exercise price of $0.20 per share after adjustment and becomes exercisable upon stockholder approval. Although the warrant shares alone are below 20% of outstanding shares, management expects them to be aggregated with the equity-line shares under Nasdaq Rule 5635(d). The Company is contractually required to obtain approval by October 30, 2026. If approval is not obtained by that date, Hudson may require a $250,000 cash buyout, extinguishing the warrant. Management says it does not currently have funds available for that payment. Approval would also remove the Nasdaq restriction on the number of warrant shares that may be issued. The warrant includes beneficial ownership limits and may be exercised for cash or, in certain circumstances, on a cashless basis. The Board unanimously recommends FOR because approval preserves the financing arrangement and avoids the cash redemption obligation.

Proposal 3 asks stockholders to approve certain future capital-raising issuances that could equal or exceed 20% of pre-transaction shares and be priced below Nasdaq’s Minimum Price. Because the specific financings have not yet been completed, the Company discloses transaction parameters intended to satisfy Nasdaq requirements. The parameters permit up to 250 million common shares, up to 250 million warrant shares and a maximum aggregate dollar amount of $100 million. They also permit discounts of up to 80% to market price. The stated purpose is to provide additional working capital. The issuances must be completed no later than April 30, 2027, six months after the Meeting. Approval would give management flexibility to pursue financings without returning to stockholders for each transaction within those parameters. The filing acknowledges that the resulting issuances could substantially dilute existing holders and reduce their voting power over time. Management argues that failure to approve could prevent the Company from raising funds promptly and could materially harm the business. The Board unanimously recommends FOR.

Proposal 4 seeks approval for common stock issuable upon conversion of the February 11, 2026 promissory note held by Vanquish Funding Group, Inc. The note has a principal amount of $233,910 and was issued for gross proceeds of $207,000. It carries a one-time 12% interest charge and matures on February 15, 2027. Upon an event of default, the holder may convert amounts owed at 75% of the lowest trading price during the relevant ten-trading-day period. That discounted conversion feature could result in an issuance exceeding Nasdaq’s 20% threshold at below-Minimum-Price pricing. Without approval, the 19.99% conversion cap remains in effect. Management warns that this could lead to penalties for failure to deliver shares following conversion and harm future financing prospects. The note also contains default acceleration provisions, including a 150% default amount. The Board unanimously recommends FOR to preserve conversion capacity and reduce default-related and financing risks.

Proposal 5 seeks approval for common stock issuable upon conversion of the February 19, 2026 promissory note held by Vanquish Funding Group, Inc. The note has a $233,910 principal amount, $207,000 of gross proceeds and a 12% one-time interest charge. Following an event of default, the holder may convert at 75% of the applicable market price, creating potential below-Minimum-Price issuance. The note also limits conversion to 4.99% beneficial ownership and 19.99% of outstanding shares absent stockholder approval. Approval would remove the Nasdaq-related aggregate issuance limitation. Management says rejection could expose the Company to penalties for delayed share delivery and weaken its ability to secure future financing. The note may accelerate upon default to an amount equal to 150% of specified obligations. The Company has scheduled monthly payments through February 2027. The Board unanimously recommends FOR because the approval preserves the negotiated financing flexibility and helps avoid default-related consequences.

Proposal 6 asks stockholders to approve 18,000 shares issued to Agile Lending, LLC as consideration for forbearance under a July 24, 2026 agreement. The underlying business loan had a principal amount of $825,000 and refinanced an earlier loan while imposing substantial repayment obligations and security interests. The shares were granted in exchange for the lender’s agreement to delay enforcement of payment obligations under the prior loan pending the new loan closing. Although the issuance is below 20% by itself, Nasdaq may aggregate it with other below-Minimum-Price issuances during a six-month period. Approval would reduce the risk that this issuance consumes the Company’s available Nasdaq issuance capacity. Management says rejection could restrict future equity compensation, consultant payments and additional forbearance or waiver transactions. The filing frames approval as important to preserve operational and financing flexibility. The shares also carry piggyback registration rights. The Board unanimously recommends FOR.

Proposal 7 asks stockholders to amend the certificate of incorporation to increase authorized common stock from 100 million to 125 million shares. The Company reports that only about 1.12 million common shares were outstanding as of the record date, but substantial additional shares are reserved or potentially issuable under options, warrants, preferred stock and financing arrangements. Management says the increase would provide flexibility to raise equity capital, pursue acquisitions and strategic transactions, compensate service providers and support other corporate purposes. The filing specifically identifies acquisition of additional in-vitro fertilization clinics as a principal business objective. No specific additional issuance plan is currently disclosed for the newly authorized shares. The Board could issue the shares in the future without another stockholder vote unless law or exchange rules require one. The proposal could dilute earnings per share, equity ownership and voting power. Large future issuances or the expectation of them could also pressure the market price. Although the Board states that anti-takeover purposes are not intended, additional authorized shares could make changes of control more difficult. The Board unanimously recommends FOR.

Proposal 8 seeks approval for the issuance of 15,000 common shares as consideration under a July 1, 2026 consulting agreement. The consultant’s services include business development assistance, financing advice and product-development consultation. Management states that the issuance is below Nasdaq’s 20% threshold individually but could be aggregated with other below-Minimum-Price issuances over six months. Approval would preserve the Company’s ability to issue the shares without limiting other transactions within the aggregation period. The filing presents equity compensation as useful for retaining consultants and obtaining strategic assistance. If rejected, the Company may need to manage its aggregate issuance volume more conservatively. Management warns that this could restrict future consultant, forbearance and waiver transactions. No director or executive officer is described as having an interest in the proposal. The Board unanimously recommends FOR.

Proposal 9 asks stockholders to approve 30,000 shares issued under a July 1 consulting agreement amended on July 30, 2026. The consultant provides business development, financing and product-development advice. The shares were agreed as compensation for those services. Management says Nasdaq’s 5635(d) aggregation rules could combine this issuance with other below-Minimum-Price transactions over a six-month period. Approval would prevent the shares from constraining the Company’s ability to complete other equity transactions within that period. The filing characterizes consultant equity as an important tool for obtaining services without immediate cash expenditure. Rejection could limit the Company’s ability to retain consultants or issue shares in other financing-support arrangements. The proposal does not involve a shareholder proponent or a contested recommendation. Directors and executive officers are stated not to have an interest in the proposal. The Board unanimously recommends FOR.

Proposal 10 seeks approval for 37,500 shares to be issued under a July 30, 2026 consulting agreement. The consultant is engaged to provide general advisory services concerning Company operations. Management states that the issuance could be aggregated with other securities issued below Nasdaq’s Minimum Price during the relevant six-month period. Approval would preserve the Company’s capacity to complete additional issuances without exceeding Nasdaq’s 20% limit. The arrangement allows the Company to compensate a consultant with equity rather than cash. Management argues that maintaining access to consultants is important to the Company’s business and financing efforts. If the proposal fails, future equity compensation and other issuance-based arrangements may be constrained. No director or executive officer is reported to have an interest in the proposal. The Board unanimously recommends FOR.

Proposal 11 asks stockholders to approve 10,000 shares issued under an August 1, 2026 consulting agreement. The consultant’s services include business development, financing advice and product-development consultation. The shares are consideration for those advisory services. Management explains that the issuance could be aggregated with other below-Minimum-Price issuances under Nasdaq Rule 5635(d). Approval would help preserve issuance capacity for other financings, consultant arrangements, forbearances and waivers. Failure to approve could force the Company to limit aggregate issuances during the applicable six-month period. The filing presents the proposal as a compliance and financing-flexibility measure rather than a new authorization for an unrelated transaction. Directors and executive officers are stated not to have an interest. The Board unanimously recommends FOR.

Proposal 12 seeks approval for the issuance of a pre-funded warrant exercisable for 50,000 common shares issued as an inducement for investors to purchase August 2026 notes. The warrant is immediately exercisable at a nominal price and is subject to beneficial ownership and Nasdaq aggregation limitations. The related notes had aggregate principal of $616,000 and gross proceeds of $550,000. Management says the shares may be aggregated with other below-Minimum-Price issuances under Rule 5635(d). Approval would permit exercise beyond the 19.99% limitation. Without approval, the filing states that exercise could be blocked and trigger a default under the note purchase agreement. Such default could accelerate the notes and cause cross-defaults on approximately $2 million of additional indebtedness. The Company warns that secured creditors could foreclose on collateral if those obligations were accelerated. The proposal therefore has both dilution implications and significant liquidity/default consequences. The Board unanimously recommends FOR.

Proposal 13 asks stockholders to approve 15,000 shares issued to a noteholder under an MFN provision associated with June 2026 notes. The Company issued the shares after one holder demanded them in enforcing its contractual MFN rights. Management says the issuance could be aggregated with other below-Minimum-Price transactions under Nasdaq Rule 5635(d). Approval would address that potential aggregation issue and validate the issuance for Nasdaq purposes. The filing also states that failure to approve could constitute an event of default under the June 2026 notes. That default could accelerate the notes and trigger cross-defaults on approximately $2 million of additional debt, including secured debt. The Company warns that secured creditors could foreclose on collateral and that future financing would become more difficult. The proposal thus concerns both exchange compliance and contractual default avoidance. No director or executive officer is stated to have an interest. The Board unanimously recommends FOR.

Proposal 14 seeks approval for a pre-funded warrant exercisable for 100,000 common shares issued in connection with September 2026 notes. The warrant is immediately exercisable at a nominal price and includes a 4.99% beneficial ownership cap, subject to an increase with advance notice. Before stockholder approval, aggregate issuances are limited to 19.99% under Nasdaq Rule 5635(d). Management says approval is needed because the warrant shares may be aggregated with other below-Minimum-Price issuances. Failure to approve could prevent warrant exercise and constitute a default under the related note purchase agreement. The filing states that default could accelerate the September notes and create cross-defaults involving approximately $2 million of additional debt. Secured creditors could potentially foreclose on Company collateral. The Company also warns that financing prospects would be materially impaired. The proposal therefore balances immediate financing preservation against the dilution associated with 100,000 potential shares. The Board unanimously recommends FOR.

Proposal 15 seeks approval for pre-funded warrants exercisable for an aggregate of 84,000 common shares issued to lenders in exchange for waivers of MFN and repayment-from-proceeds provisions. The waivers supported the Company’s September financing transactions. The warrants are immediately exercisable at a nominal price but are subject to beneficial ownership and Nasdaq aggregation limits. The Company agreed to obtain stockholder approval within 90 days of issuance. If approval is not obtained by the deadline, each holder may demand a cash buyout, with an aggregate redemption amount of $200,000. Management states that it does not currently have funds available for that redemption. Approval would also remove the Nasdaq restriction on the number of warrant shares that may be issued. Failure could restrict future equity transactions and create financing and liquidity pressure. The proposal is therefore driven by both contractual obligations and Nasdaq compliance. The Board unanimously recommends FOR.

Proposal 16 asks stockholders to approve Amendment No. 1 to the Avalon GloboCare Corp. 2026 Stock Incentive Plan. The amendment would increase the plan’s post-reverse-split share reserve from 100,000 to 500,000 shares. The Company effected a 1-for-20 reverse stock split on August 28, 2026, which proportionally reduced the prior plan reserve. Management says the additional shares are needed for equity-based compensation of employees, directors, consultants, advisors and other service providers. The plan permits options, stock appreciation rights, restricted stock, restricted stock units, performance awards, incentive bonuses and other stock- or cash-based awards. The filing reports two employees, four directors and seven independent contractors as potential participants. The proposed increase would represent approximately 23% additional potential dilution and would bring total potential dilution from outstanding and proposed awards to approximately 35%, according to the filing. The plan also contains an automatic annual increase of up to 5% of outstanding shares, subject to Board discretion, and a 2036 expiration date. Management argues that the reserve is necessary to attract, retain and motivate personnel over several years. The Board unanimously recommends FOR.

Proposal 17 asks stockholders to authorize adjournment of the Special Meeting if additional time is needed to obtain votes. The adjournment could be used to solicit proxies in favor of any other proposal that lacks sufficient support. If the proposal passes, the Company could adjourn without first voting on the substantive matters. The filing explains that an adjourned meeting may proceed without a new notice if the time and place or virtual-meeting details are announced at the original meeting or displayed on the meeting platform. A new notice would generally be required if the adjournment lasts more than 30 days or a new record date is established. At the adjourned meeting, any business that could have been transacted at the original meeting may be considered. The Company states that directors and officers have no substantial interest other than their ownership of Company securities. Approval would provide procedural flexibility to continue solicitation efforts. The Board unanimously recommends FOR because it may help secure approval of the other proposals. Abstentions and broker non-votes would have no effect on the outcome under the stated voting standard.