Change Agents Corporation. 10-Q

Item 1. Financial Statements. CHANGE AGENTS CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS June 30, December 31, 2026 2025 (Unaudited) ASSETS CURRENT ASSETS: Cash $ 39,221 $ 109,091 Receivable from sale of equity method investment 187,000 748,000 Prepaid expense and other current assets 273,493 282,170 Current assets of discontinued operations - 356,616 Total Current Assets 499,714 1,495,877 NON-CURRENT ASSETS: Operating lease right-of-use assets, net 135,055 - Property and equipment, net 11,999 727 Intangible assets, net 1,265,616 2,158,167 Goodwill 12,808,197 12,808,197 Non-current assets of discontinued operations - 6,937,769 Total Non-current Assets 14,220,867 21,904,860 Total Assets $ 14,720,581 $ 23,400,737 LIABILITIES AND EQUITY CURRENT LIABILITIES: Accrued professional fees $ 1,472,034 $ 1,832,606 Accrued research and development fees 153,772 153,772 Accrued payroll liability and compensation 875,638 1,072,553 Accrued litigation settlement 363,450 363,450 Accrued liabilities and other payables 171,836 281,063 Accrued liabilities and other payables - related party 100,000 100,000 Operating lease obligation 89,831 6,000 Advance from pending sale of subsidiary - related party - 3,158,078 Derivative liability 27,790 34,156 Stock subscription liability 150,000 150,000 Bridge loan payable, net - 197,341 Convertible note payable, net - 737,018 Note payable, net 1,188,700 - Current liabilities of discontinued operations - 6,061,077 Total Current Liabilities 4,593,051 14,147,114 NON-CURRENT LIABILITIES: Operating lease obligation, noncurrent portion 56,224 - Non-current liabilities of discontinued operations - 23,515 Total Non-current Liabilities 56,224 23,515 Total Liabilities 4,649,275 14,170,629 Commitments and Contingencies (Note 16) EQUITY: Preferred stock, $ 0.0001 par value; 10,000,000 shares authorized; Series C Convertible Preferred Stock, 2,550 and 3,800 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively; Liquidation preference $ 2.55 million at June 30, 2026  2,540,000 3,790,000 Series D Convertible Preferred Stock, 0 and 5,000 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively; - 8,837,527 Series E Convertible Preferred Stock, 19,396 and 19,500 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively; Liquidation preference $ 19.396 million at June 30, 2026 14,813,253 14,916,753 Common stock, $ 0.0001 par value; 100,000,000 shares authorized;  13,680,790 shares issued and 13,677,323 shares outstanding at June 30, 2026;  4,857,476 shares issued and 4,854,009 shares outstanding at December 31, 2025 1,368 486 Additional paid-in capital 106,067,244 88,376,767 Less: common stock held in treasury, at cost;  3,467 shares at June 30, 2026 and December 31, 2025 ( 522,500 ) ( 522,500 ) Accumulated deficit ( 112,592,608 ) ( 105,934,101 ) Statutory reserve 6,578 6,578 Accumulated other comprehensive loss ( 242,029 ) ( 241,402 ) Total Change Agents Corporation stockholders’ equity 10,071,306 9,230,108 Noncontrolling interest - - Total Equity 10,071,306 9,230,108 Total Liabilities and Equity $ 14,720,581 $ 23,400,737 See accompanying notes to the condensed consolidated financial statements. 1 CHANGE AGENTS CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) For the Three Months Ended For the Six Months Ended June 30, June 30, 2026 2025 2026 2025 INCOME FROM EQUITY METHOD INVESTMENT - LAB SERVICES MSO $ - $ - $ - $ 392,677 OTHER OPERATING EXPENSES: Advertising and marketing expenses 105,271 322,552 315,117 393,702 Professional fees 795,577 1,428,611 2,377,528 3,060,826 Compensation and related benefits 434,725 292,629 658,141 601,651 Amortization of intangible assets 563,000 - 1,126,000 - Credit loss expense - 1,650,000 - 1,650,000 Other general and administrative expenses 153,306 214,724 296,219 380,437 Total Other Operating Expenses 2,051,879 3,908,516 4,773,005 6,086,616 LOSS FROM OPERATIONS ( 2,051,879 ) ( 3,908,516 ) ( 4,773,005 ) ( 5,693,939 ) OTHER EXPENSE Interest expense - amortization of debt discount and debt issuance costs ( 65,324 ) ( 780,602 ) ( 254,741 ) ( 1,064,357 ) Interest expense - other ( 177,763 ) ( 82,755 ) ( 259,792 ) ( 164,711 ) Change in fair value of derivative liability 1,652 561,176 ( 1,275,237 ) 446,816 Loss on extinguishment of debt - ( 9,076,587 ) - ( 9,076,587 ) Other income 114,502 2,673 7,283 1,487 Total Other Expense, net ( 126,933 ) ( 9,376,095 ) ( 1,782,487 ) ( 9,857,352 ) LOSS BEFORE INCOME TAXES ( 2,178,812 ) ( 13,284,611 ) ( 6,555,492 ) ( 15,551,291 ) INCOME TAXES - - - - NET LOSS FROM CONTINUING OPERATIONS ( 2,178,812 ) ( 13,284,611 ) ( 6,555,492 ) ( 15,551,291 ) NET LOSS FROM DISCONTINUED OPERATIONS - ( 173,987 ) ( 103,015 ) ( 389,418 ) NET LOSS $ ( 2,178,812 ) $ ( 13,458,598 ) $ ( 6,658,507 ) $ ( 15,940,709 ) LESS: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST - - - - NET LOSS AFTER NONCONTROLLING INTEREST ( 2,178,812 ) ( 13,458,598 ) ( 6,658,507 ) ( 15,940,709 ) DEEMED CONTRIBUTION ON EXCHANGE OF EQUITY INSTRUMENTS - - - 162,473 NET LOSS ATTRIBUTABLE TO CHANGE AGENTS CORPORATION COMMON SHAREHOLDERS $ ( 2,178,812 ) $ ( 13,458,598 ) $ ( 6,658,507 ) $ ( 15,778,236 ) NET LOSS PER COMMON SHARE ATTRIBUTABLE TO CHANGE AGENTS CORPORATION COMMON SHAREHOLDERS: Basic and diluted, continuing operations $ ( 0.14 ) $ ( 6.14 ) $ ( 0.53 ) $ ( 8.12 ) Basic and diluted, discontinued operations ( 0.00 ) ( 0.08 ) ( 0.01 ) ( 0.21 ) Basic and diluted $ ( 0.14 ) $ ( 6.22 ) $ ( 0.54 ) $ ( 8.33 ) WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: Basic and diluted 15,792,440 2,162,323 12,397,080 1,894,961 COMPREHENSIVE LOSS: NET LOSS $ ( 2,178,812 ) $ ( 13,458,598 ) $ ( 6,658,507 ) $ ( 15,940,709 ) OTHER COMPREHENSIVE (LOSS) INCOME FROM CONTINUED OPERATIONS Unrealized foreign currency translation (loss) gain ( 316 ) 104 ( 627 ) 383 COMPREHENSIVE LOSS ( 2,179,128 ) ( 13,458,494 ) ( 6,659,134 ) ( 15,940,326 ) LESS: COMPREHENSIVE LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST - - - - COMPREHENSIVE LOSS ATTRIBUTABLE TO CHANGE AGENTS CORPORATION COMMON SHAREHOLDERS $ ( 2,179,128 ) $ ( 13,458,494 ) $ ( 6,659,134 ) $ ( 15,940,326 ) See accompanying notes to the condensed consolidated financial statements. 2 CHANGE AGENTS CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the Three and Six Months Ended June 30, 2026 (Unaudited) Change Agents Corporation Stockholders’ Equity Series C Preferred Stock Series D Preferred Stock Series E Preferred Stock Common Stock Treasury Stock Accumulated Number Number Number Number Additional Number Other of of of of Paid-in of Accumulated Statutory Comprehensive Noncontrolling Total Shares Amount Shares Amount Shares Amount Shares Amount Capital Shares Amount Deficit Reserve Loss Interest Equity Balance, January 1, 2026 3,800 $ 3,790,000 5,000 $ 8,837,527 19,500 $ 14,916,753 4,857,476 $ 486 $ 88,376,767 ( 3,467 ) $ ( 522,500 ) $ ( 105,934,101 ) $ 6,578 $ ( 241,402 ) $ - $ 9,230,108 Issuance of common stock upon cashless exercise of pre-funded stock warrants - - - - - - 354,257 35 ( 35 ) - - - - - - - Issuance of common stock upon cashless exercise of stock warrants - - - - - - 1,268,672 127 ( 127 ) - - - - - - - Conversion of Series C Preferred Stock into common stock ( 723 ) ( 723,000 ) - - - - 300,000 30 722,970 - - - - - - - Conversion of convertible note payable and accrued interest into common stock - - - - - - 551,474 55 551,419 - - - - - - 551,474 Reclassification of derivative liability to equity - - - - - - - - 1,281,603 - - - - - - 1,281,603 Issuance of common stock for services - - - - - - 505,000 50 522,750 - - - - - - 522,800 Sales of securities from the February 2026 private placement, net - - - - - - 490,197 49 2,756,763 - - - - - - 2,756,812 Sale of subsidiary (Note 3) - - - - - - - - 1,861,266 - - - - - - 1,861,266 Foreign currency translation adjustment - - - - - - - - - - - - - ( 311 ) - ( 311 ) Net loss for the three months ended March 31, 2026 - - - - - - - - - - - ( 4,479,695 ) - - - ( 4,479,695 ) Balance, March 31, 2026 3,077 3,067,000 5,000 8,837,527 19,500 14,916,753 8,327,076 832 96,073,376 ( 3,467 ) ( 522,500 ) ( 110,413,796 ) 6,578 ( 241,713 ) - 11,724,057 Issuance of common stock upon cash exercise of pre-funded stock warrants - - - - - - 2,541,353 254 - - - - - - - 254 Conversion of Series C Preferred Stock into common stock ( 527 ) ( 527,000 ) - - - - 218,672 22 526,978 - - - - - - - Conversion of Series D Preferred Stock into common stock - - ( 5,000 ) ( 8,837,527 ) - - 2,074,689 208 8,837,319 - - - - - - - Conversion of Series E Preferred Stock into common stock - - - - ( 104 ) ( 103,500 ) 69,000 7 103,493 - - - - - - - Issuance of common stock as bridge loan payable commitment fee - - - - - - 100,000 10 137,990 - - - - - - 138,000 Issuance of common stock upon waiver to enter into note agreement - - - - - - 200,000 20 58,180 - - - - - - 58,200 Issuance of common stock for services - - - - - - 150,000 15 60,660 - - - - - - 60,675 Stock-based compensation - - - - - - - - 269,248 - - - - - - 269,248 Foreign currency translation adjustment - - - - - - - - - - - - - ( 316 ) - ( 316 ) Net loss for the three months ended June 30, 2026 - - - - - - - - - - - ( 2,178,812 ) - - - ( 2,178,812 ) Balance, June 30, 2026 2,550 $ 2,540,000 - $ - 19,396 $ 14,813,253 13,680,790 $ 1,368 $ 106,067,244 ( 3,467 ) $ ( 522,500 ) $ ( 112,592,608 ) $ 6,578 $ ( 242,029 ) $ - $ 10,071,306 See accompanying notes to the condensed consolidated financial statements. 3 CHANGE AGENTS CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN (DEFICIT) EQUITY For the Three and Six Months Ended June 30, 2025 (Unaudited) Change Agents Corporation Stockholders’ (Deficit) Equity Series A Preferred Stock Series B Preferred Stock Series C Preferred Stock Series D Preferred Stock Common Stock Treasury Stock Accumulated Number Number Number Number Number Additional Number Other Total of of of of of Paid-in of Accumulated Statutory Comprehensive Noncontrolling Equity Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Capital Shares Amount Deficit Reserve Loss Interest (Deficit) Balance, January 1, 2025 9,000 $ 9,000,000 11,000 $ 11,000,000 3,500 $ 3,500,000 - $ - 1,445,979 $ 145 $ 72,023,525 ( 3,467 ) $ ( 522,500 ) $ ( 87,673,125 ) $ 6,578 $ ( 232,000 ) $ - $ 7,102,623 Issuance of common stock upon cashless exercise of stock warrants - - - - - - - - 186,877 19 ( 19 ) - - - - - - - Issuance of common stock for services - - - - - - - - 22,278 2 111,230 - - - - - - 111,232 Reclassification of derivative liability to equity - - - - - - - - - - 18,853 - - - - - - 18,853 Series D Convertible Preferred Stock issued in exchange of Series A Convertible Preferred Stock ( 9,000 ) ( 9,000,000 ) - - - - 5,000 8,837,527 - - 162,473 - - - - - - - Series B Convertible Preferred Stock extinguished related to sale of equity method investment - - ( 11,000 ) ( 11,000,000 ) - - - - - - 2,348,695 - - - - - - ( 8,651,305 ) Stock-based compensation - - - - - - - - - - 9,159 - - - - - - 9,159 Foreign currency translation adjustment - - - - - - - - - - - - - - - 279 - 279 Net loss for the three months ended March 31, 2025 - - - - - - - - - - - - - ( 2,482,111 ) - - - ( 2,482,111 ) Balance, March 31, 2025 - - - - 3,500 3,500,000 5,000 8,837,527 1,655,134 166 74,673,916 ( 3,467 ) ( 522,500 ) ( 90,155,236 ) 6,578 ( 231,721 ) - ( 3,891,270 ) Issuance of common stock upon cashless exercise of stock warrants - - - - - - - - 242,304 24 ( 24 ) - - - - - - - Issuance of common stock for services - - - - - - - - 170,000 17 746,183 - - - - - - 746,200 Reclassification of derivative liability to equity - - - - - - - - - - 157,676 - - - - - - 157,676 Stock-based compensation adjustment - - - - - - - - - - ( 28,085 ) - - - - - - ( 28,085 ) Conversion of convertible note payable and accrued interest into common stock - - - - - - - - 285,113 28 285,085 - - - - - - 285,113 Loss on extinguishment of debt recognized - - - - - - - - - - 9,076,587 - - - - - - 9,076,587 Foreign currency translation adjustment - - - - - - - - - - - - - - - 104 - 104 Net loss for the three months ended June 30, 2025 - - - - - - - - - - - - - ( 13,458,598 ) - - - ( 13,458,598 ) Balance, June 30, 2025 - $ - - $ - 3,500 $ 3,500,000 5,000 $ 8,837,527 2,352,551 $ 235 $ 84,911,338 ( 3,467 ) $ ( 522,500 ) $ ( 103,613,834 ) $ 6,578 $ ( 231,617 ) $ - $ ( 7,112,273 ) See accompanying notes to the condensed consolidated financial statements. 4 CHANGE AGENTS CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the Six Months Ended June 30, 2026 2025 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss from continuing operations $ ( 6,555,492 ) $ ( 15,551,291 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization of intangible assets 1,126,905 302 Credit loss provision - 1,650,000 Amortization of operating lease right-of-use asset 34,688 33,628 Stock-based compensation and service expense 703,372 761,698 Income from equity method investment - ( 392,677 ) Amortization of debt issuance costs and debt discount 254,741 1,064,357 Change in fair market value of derivative liability 1,275,237 ( 446,816 ) Loss on extinguishment of debt - 9,076,587 Changes in operating assets and liabilities: Security deposit - 17,332 Prepaid expense and other assets 41,612 ( 264,109 ) Accrued liabilities and other payables ( 407,430 ) 1,295,813 Operating lease obligation ( 29,688 ) ( 33,628 ) NET CASH USED IN OPERATING ACTIVITIES FROM CONTINUING OPERATIONS ( 3,556,055 ) ( 2,788,804 ) CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale of equity method investment 561,000 95,000 Purchase of property and equipment ( 12,158 ) - Acquisition of internal-use software ( 233,449 ) - NET CASH PROVIDED BY INVESTING ACTIVITIES FROM CONTINUING OPERATIONS 315,393 95,000 CASH FLOWS FROM FINANCING ACTIVITIES Repayments of bridge loan ( 375,000 ) - Repayments of convertible debt ( 200,000 ) - Proceeds from issuance of debt 1,564,000 - Payments of debt issuance costs ( 44,000 ) - Repayments of debt ( 341,250 ) - Proceeds from stock subscription liability - 150,000 Advance from pending sale of subsidiary - 149,972 Payments of offering costs - ( 22,336 ) Proceeds from warrant exercises 254 - Proceeds received from the February 2026 private offering 3,249,412 - Disbursements for the February 2026 private offering costs ( 492,600 ) - NET CASH PROVIDED BY FINANCING ACTIVITIES FROM CONTINUING OPERATIONS 3,360,816 277,636 DISCONTINUED OPERATIONS Net cash used in operating activities from discontinued operations ( 231,956 ) ( 173,555 ) NET CASH FLOWS USED IN DISCONTINUED OPERATIONS ( 231,956 ) ( 173,555 ) EFFECT OF EXCHANGE RATE ON CASH - CONTINUING OPERATIONS 41,932 409 NET DECREASE IN CASH ( 69,870 ) ( 2,589,314 ) CASH - beginning of period 109,091 2,658,182 CASH - end of period $ 39,221 $ 68,868 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for: Interest $ 256,175 $ 493,711 NON-CASH INVESTING AND FINANCING ACTIVITIES: Common stock issued for future services $ 32,445 $ 34,423 Common stock issued for accrued liabilities $ 96,600 $ 42,385 Options issued for accrued liabilities $ 20,306 $ - Receivable related to sale of equity method investment $ - $ 1,745,000 Related party payable extinguished upon sale of equity method investment $ - $ 632,916 Series B Convertible Preferred Stock extinguished related to sale of equity method investment $ - $ 11,000,000 Series D Convertible Preferred Stock issued in exchange of Series A Convertible Preferred Stock $ - $ 9,000,000 Stock warrants issued as placement agent fee $ 294,001 $ - Settlement of derivative liability $ 1,281,603 $ 176,529 Issuance of common stock upon cashless exercise of stock warrants $ 127 $ 43 Issuance of common stock upon cashless exercise of pre-funded stock warrants $ 35 $ - Initial ROU asset and lease liability $ 169,743 $ 127,486 Conversion of convertible note payable and accrued interest into common stock $ 551,474 $ 285,113 Series C Convertible Preferred Stock converted into common stock $ 1,250,000 $ - Series D Convertible Preferred Stock converted into common stock $ 8,837,527 $ - Series E Convertible Preferred Stock converted into common stock $ 103,500 $ - Related party gain on deconsolidation of Avalon RT 9 $ 1,861,266 $ - Deferred financing costs in accrued liabilities $ - $ 62,316 Issuance of common stock upon waiver to enter into note agreement $ 58,200 $ - Common stock issued as note payable commitment fee $ 138,000 $ - See accompanying notes to the condensed consolidated financial statements. 5 CHANGE AGENTS CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS Change Agents Corporation (f/k/a Avalon GloboCare Corp.) (the “Company” or “CHGA”) was incorporated under the laws of the State of Delaware on July 28, 2014 . On July 20, 2026, the Company changed its name to Change Agents Corporation. The Company operates through two business segments: (i) an artificial intelligence software segment, through which the Company develops and commercializes an AI-driven, short-form agentic video generation platform and an agentic Generative Engine Optimization (GEO) search product operated by Avalon Quantum AI, LLC, a wholly owned subsidiary formed in connection with the acquisition of RPM Interactive, Inc. in December 2025; and (ii) a consumer health technology segment, through which the Company distributes the Keto Air breathalyzer device - a non-invasive consumer breathalyzer that measures ketosis levels and is sold in North America, bearing an FDA registration number. The Company is a technology-focused company with a strategic focus on developing innovative Agentic AI software and consumer health products that target consumers and small businesses. The Company recently announced the intent to expand into drone interception and surveillance AI enhanced technology solutions through the establishment of Autonomous Air Defense Systems LLC. The Company is actively seeking complementary bolt-on AI acquisitions that could generate near-term revenue to supplement current operations as both segments continue to develop. On May 18, 2015, Avalon Healthcare System, Inc. (“AHS”) was incorporated under the laws of the State of Delaware. AHS owns 100 % of the capital stock of Avalon (Shanghai) Healthcare Technology Co., Ltd. (“Avalon Shanghai”), which is a wholly foreign-owned enterprise organized under the laws of the People’s Republic of China (“PRC”). Avalon Shanghai was incorporated on April 29, 2016, and was engaged in medical related consulting services for customers. Due to the winding down of the medical related consulting services in 2022, the Company decided to cease all operations of Avalon Shanghai and no longer has any material revenues or expenses in Avalon Shanghai. As a result, Avalon Shanghai is no longer an operating entity. On February 7, 2017, the Company formed Avalon RT 9 Properties, LLC (“Avalon RT 9”), a New Jersey limited liability company. On May 5, 2017, Avalon RT 9 purchased a real property located in Township of Freehold, County of Monmouth, State of New Jersey, having a street address of 4400 Route 9 South, Freehold, NJ 07728. This property was purchased to serve as the Company’s world-wide headquarters for all corporate administration and operations. In addition, the property generates rental income. Avalon RT 9 owns this office building. Avalon RT 9’s business consists of the ownership and operation of the income-producing real estate property in New Jersey. On February 18, 2026, the Company sold 100 % of Avalon RT 9 to Wenzhao Lu, the Company’s chairman of the Board of Directors. On October 14, 2022, the Company formed a wholly owned subsidiary, Avalon Laboratory Services, Inc. (“Avalon Lab”), a Delaware company. On February 9, 2023, Avalon Lab purchased 40 % of the issued and outstanding equity interests of Laboratory Services MSO, LLC, a private limited company formed under the laws of the State of Delaware on September 6, 2019 (“Lab Services MSO”), and its subsidiaries. Lab Services MSO, through its subsidiaries, is engaged in providing laboratory testing services. During the first quarter of 2025, to preserve cash, the Company entered into discussions with Lab Services MSO for the potential redemption of our investment and on February 26, 2025, Lab Services MSO redeemed the 40 % equity interest in Lab Services MSO held by Avalon Lab. Accordingly, beginning in February 2025, we no longer offer laboratory services. On May 1, 2024, the Company formed a wholly owned subsidiary, Q&A Distribution LLC (“Q&A Distribution”), a Texas company. Q&A Distribution is engaged in distribution of KetoAir device. On February 21, 2025, the Company formed a wholly owned subsidiary, Nexus MergerSub Limited (“Nexus”), a British Virgin Islands (“BIV”) company. There was no activity for the subsidiary since its incorporation through June 30, 2026. On December 5, 2025, the Company formed a wholly owned subsidiary, Avalon Quantum AI, LLC (“Avalon Quantum AI”), a Nevada company. On December 12, 2025, the Company acquired RPM Interactive, Inc., a Nevada corporation (“RPM”), in accordance with the terms of the Agreement and Plan of Merger, dated December 12, 2025, as amended by Amendment No. 1 dated December 14, 2025 (as amended, the “Merger Agreement”), by and among the Company, Avalon Quantum AI, LLC, a Nevada limited liability company and a wholly owned subsidiary of the Company (the “Merger Sub”), and RPM. Pursuant to the Merger Agreement, RPM merged with and into the Merger Sub, pursuant to which the Merger Sub was the surviving entity and became a wholly owned subsidiary of the Company (the “Merger”). As a result of the above Merger transaction, effective December 12, 2025, Avalon Quantum AI is advancing next-generation AI systems, including automated video generation, and small business marketing automation solutions. 6 CHANGE AGENTS CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS (continued) Details of the Company’s subsidiaries which are included in these condensed consolidated financial statements as of June 30, 2026 are as follows: Name of Subsidiary Place and Date of Incorporation Percentage of Ownership Principal Activities Avalon Healthcare System, Inc. (“AHS”) Delaware May 18, 2015 100 % held by ALBT Holding company for payroll and other expenses Avalon (Shanghai) Healthcare Technology Co., Ltd. (“Avalon Shanghai”) PRC April 29, 2016 100 % held by AHS Not considered an operating entity Genexosome Technologies Inc. (“Genexosome”) Nevada July 31, 2017 60 % held by ALBT No current activities to report; dormant Avalon Laboratory Services, Inc. (“Avalon Lab”) Delaware October 14, 2022 100 % held by ALBT No current activities to report; dormant Q&A Distribution LLC (“Q&A Distribution”) Texas May 1, 2024 100 % held by ALBT Distributes KetoAir device Nexus MergerSub Limited (“Nexus”) BVI February 21, 2025 100 % held by ALBT No current activities to report Avalon Quantum AI, LLC (“Avalon Quantum AI”) Nevada December 5, 2025 100 % held by ALBT Advanced Agentic AI systems, including automated video generation NOTE 2 – BASIS OF PRESENTATION AND GOING CONCERN CONDITION Basis of Presentation These interim condensed consolidated financial statements of the Company and its subsidiaries are unaudited. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures necessary for a fair presentation of these interim condensed consolidated financial statements have been included. The results reported in the condensed consolidated financial statements for any interim periods are not necessarily indicative of the results that may be reported for the entire year. The accompanying condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and do not include all information and footnotes necessary for a complete presentation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). The Company’s condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 30, 2026. As of June 30, 2026, the Company determined that certain assets that had been disposed of met the criteria for discontinued operations presentation. For all periods presented, the operating results associated with the assets disposed of have been reclassified into net loss from discontinued operations in the Condensed Consolidated Statements of Operations and Comprehensive Loss. The associated assets and liabilities have been reflected as current and long-term assets and liabilities of discontinued operations in the Condensed Consolidated Balance Sheets, and the cash flows from the Company’s discontinued operations are presented in the Condensed Consolidated Statements of Cash Flows for all periods presented. 7 CHANGE AGENTS CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 2 – BASIS OF PRESENTATION AND GOING CONCERN CONDITION (continued) Basis of Presentation (continued) Certain prior period balances related to the Company’s reportable segments and discontinued operations have been reclassified to conform to the current presentation in the financial statements and accompanying notes. The notes to the Condensed Consolidated Financial Statements are presented on a continuing operations basis unless otherwise noted. Refer to Note 5 Discontinued Operations and Disposals for additional information on the Company’s discontinued operations. Going Concern These condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. As reflected in the accompanying condensed consolidated financial statements, the Company had a working capital deficit of approximately $ 4,093,000 at June 30, 2026 and had incurred recurring net losses from continuing operations and generated negative cash flow from operating activities of continuing operations of approximately $ 6,555,000 and $ 3,556,000 for the six months ended June 30, 2026, respectively. The Company has a limited operating history and its continued growth is dependent upon the continuation of generating revenue for selling of Keto Air, generating revenue from advanced Agentic AI systems, including automated video generation and small business marketing automation, and obtaining additional financing to fund future obligations and pay liabilities arising from normal business operations. In addition, the current cash balance cannot be projected to cover the operating expenses for the next twelve months from the release date of this report. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital, implement its business plan, and generate significant revenue. There are no assurances that the Company will be successful in its efforts to generate significant revenue, maintain sufficient cash balance or report profitable operations or to continue as a going concern. The Company plans on raising capital through the sale of equity to implement its business plan. However, there is no assurance these plans will be realized and that any additional financings will be available to the Company on satisfactory terms and conditions, if any. The accompanying condensed consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Changes in these estimates and assumptions may have a material impact on the condensed consolidated financial statements and accompanying notes. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Significant estimates during the three and six months ended June 30, 2026 and 2025 include the useful life of intangible assets, the assumptions used in assessing impairment of long-term assets, the allowance for credit loss, the valuation of deferred tax assets and the associated valuation allowances, the valuation of stock-based compensation, the valuation of Series D convertible preferred stock (“Series D Preferred Stock”), and the determination of the fair value of the warrants. 8 CHANGE AGENTS CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Cash and Cash Equivalents At June 30, 2026 and December 31, 2025, the Company’s cash balances by geographic area were as follows: Country: June 30, 2026 December 31, 2025 United States $ 39,145 99.8 % $ 108,599 99.5 % China 76 0.2 % 492 0.5 % Total cash $ 39,221 100.0 % $ 109,091 100.0 % For purposes of the condensed consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less when purchased and money market accounts to be cash equivalents. The Company had no cash equivalents at June 30, 2026 and December 31, 2025. Fair Value of Financial Instruments and Fair Value Measurements The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: ● Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. ● Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. ● Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated financial statements, primarily due to their short-term nature. Assets and liabilities measured at fair value on a recurring basis. Certain assets and liabilities are measured at fair value on a recurring basis. These assets and liabilities are measured at fair value on an ongoing basis. These assets and liabilities include derivative liability. Derivative liability. Derivative liability is carried at fair value and measured on an ongoing basis. The table below reflects the activity of derivative liability measured at fair value for the six months ended June 30, 2026: Significant Unobservable Inputs (Level 3) Balance of derivative liability as of January 1, 2026 $ 34,156 Loss from change in the fair value of derivative liability 1,275,237 Reclassification of additional paid-in capital upon conversion ( 1,281,603 ) Balance of derivative liability as of June 30, 2026 $ 27,790 ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. 9 CHANGE AGENTS CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Credit Risk and Uncertainties The Company maintains a portion of its cash on deposits with bank and financial institution within the U.S. that at times may exceed federally-insured limits of $ 250,000 . The Company manages this credit risk by concentrating its cash balances in high quality financial institutions and by periodically evaluating the credit quality of the primary financial institutions holding such deposits. The Company has not experienced any losses in such bank accounts and believes it is not exposed to any risks on its cash in bank accounts. At June 30, 2026, there were no balances in excess of the federally-insured limits. Sale of Subsidiary In February 2026, the Company sold its wholly-owned subsidiary of Avalon RT 9 to Wenzhao Lu, the Company’s chairman of the Board of Directors. Avalon RT 9 owned and managed the corporate office building located at 4400 Route 9 South, Freehold, NJ, which served as the Company’s headquarters and leased other space to tenants until the sale. Mr. Lu paid fair value of $ 9.0 million. The Company recorded $ 1,861,266 to additional paid-in capital as a result of the capital transaction with related party under applicable SEC regulations, representing the proceeds of $ 9,000,000 (which is consisted of advance of $ 3,158,078 , satisfaction of note payable of $ 5,800,000 , and paying off due to related party of $ 41,922 on behalf of the Company) in excess of its carrying value of $ 7,138,734 . Software and Platform The Company capitalizes costs to develop or purchase software and platform in accordance with ASC section 350-40, Intangibles — Goodwill and Other. Costs incurred to develop software and platform are expensed as incurred during the preliminary project stage. Software and platform development costs are capitalized upon purchase and during the application development stage, which is after: (i) the preliminary project stage is completed; and (ii) management authorizes and commits to funding the project and it is probable the project will be completed and used to perform the functions intended. Capitalization ceases at the point the software and platform project is substantially complete and ready for its intended use, and after all substantial testing is completed. Upgrades and enhancements are capitalized if it is probable that those expenditures will result in additional functionality. Amortization is provided for on a straight-line basis over the expected useful life of the software and platform development costs and related upgrades and enhancements. When existing software and platform are replaced with new software and platform, the unamortized costs of the old software and platform are expensed when the new software and platform are ready for its intended use. Stock Subscription Liability On June 4, 2025, the Company entered into a subscription agreement with an investor, whereby 141,643 shares of common stock of the Company were subscribed for at $ 3.53 per share. As of June 30, 2026, the Company received proceeds of $ 150,000 . As of June 30, 2026, these shares have not yet been issued and the proceeds of $ 150,000 were recorded as a share subscription liability until such time as the common shares are issued. Per Share Data ASC Topic 260 “Earnings per Share,” requires presentation of both basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. The Company had $ 162,473 in deemed contribution during the six months ended June 30, 2025, which increases the numerator in the net loss per share calculation. For the three and six months ended June 30, 2026 and 2025, potentially dilutive common shares consisted of the common shares issuable upon the conversion of convertible preferred stock and convertible notes (using the if-converted method) and exercise of common stock options and warrants (using the treasury stock method). Common stock equivalents are not included in the calculation of diluted net loss per share if their effect would be anti-dilutive. In a period in which the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact. 10 CHANGE AGENTS CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Per Share Data (continued) The calculation of basic and diluted net loss per common share attributable to the Company common shareholders includes 3,491,000 and 150,000 of the pre-funded warrants that remained outstanding as of June 30, 2026 and 2025, respectively. The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Options to purchase common stock 2,189,836 44,501 2,189,836 44,501 Warrants to purchase common stock 13,202,348 95,746 13,202,348 95,746 Series C convertible preferred stock (*) 1,058,091 1,452,282 1,058,091 1,452,282 Series D convertible preferred stock (**) - 2,074,689 - 2,074,689 Series E convertible preferred stock (***) 12,931,000 - 12,931,000 - Convertible notes and related accrued interest (****) - 2,436,375 - 2,638,734 Potentially dilutive securities 29,381,275 6,103,593 29,381,275 6,305,952 (*) Assumed the Series C convertible preferred stock was converted into shares of common stock of the Company at a conversion price of $ 2.41 per share. (**) Assumed the Series D convertible preferred stock was converted into shares of common stock of the Company at a conversion price of $ 2.41 per share. (***) Assumed the Series E convertible preferred stock was converted into shares of common stock of the Company at a conversion price of $ 1.50 per share. (****) Assumed the convertible notes were converted into shares of common stock of the Company at a conversion price of $ 1.00 per share for the three and six months ended June 30, 2025. Commitments and Contingencies In the normal course of business, the Company is subject to contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters. Liabilities for such contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Segment Reporting The segment reporting structure uses the Company’s management reporting structure as its foundation to reflect how the Company manages the businesses internally and was mainly organized by services. During the three and six months ended June 30, 2026, the Company was organized into one strategic business units: AI generated publishing services. During the six months ended June 30, 2025, the Company was organized into one strategic business units: laboratory testing services (which ended on the redemption date, February 26, 2025) — which were led by our strategic business unit managers. Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to make operating decisions, allocate resources and assess performance. On February 9, 2023, the Company purchased 40 % of Lab Services MSO. During the first quarter of 2025, to preserve cash, the Company entered into discussions with Lab Services MSO for the potential redemption of Avalon Lab’s investment and on February 26, 2025, Lab Services MSO redeemed the 40 % equity interest in Lab Services MSO held by Avalon Lab. Commencing from the purchase date, February 9, 2023, through the redemption date, February 26, 2025, the Company was active in the management of Lab Services MSO. Beginning in February 2025, we no longer offer laboratory services. 11 CHANGE AGENTS CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Segment Reporting (continued) The Company’s Chief Executive Officer is its CODM. The Company reports operational data to its CODM at the segment level, which he uses to evaluate performance and allocate resources based on income from equity method investment – Lab Services MSO and AI generated publishing operating income. On February 18, 2026, the Company and Wenzhao Lu, the Company’s chairman of the Board of Directors, entered into an Amended and Restated Membership Interest Purchase Agreement, pursuant to which the Company sold to Mr. Lu 100 % of the membership interests of Avalon RT 9. The Company determined that the assets and operations that had been disposed of met the criteria for discontinued operations presentation. For all periods presented, the operating results associated with the assets disposed of have been reclassified into net loss from discontinued operations in the Condensed Consolidated Statements of Operations and Comprehensive Loss. The associated assets and liabilities have been reflected as current and long-term assets and liabilities of discontinued operations in the Condensed Consolidated Balance Sheets, and the cash flows from the Company’s discontinued operations are presented in the Condensed Consolidated Statements of Cash Flows for all periods presented. Recent Accounting Standards In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. In January 2025, the FASB issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), Clarifying the Effective Date. ASU 2024-03 requires public companies to disclose, in interim and reporting periods, additional information about certain expenses in the financial statements. ASU 2024-03, as clarified by ASU 2025-01, is effective for public entities for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and is effective on either a prospective basis or retrospective basis. The Company is currently evaluating the impact that the updated standard will have on the Company’s disclosures within the condensed consolidated financial statements. In September 2025, the FASB issued Accounting Standards Update No. 2025-06, “Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40),” (“ASU 2025-06”). The amendments in ASU 2025-06 remove all references to prescriptive and sequential software development stages, and require entities to start capitalizing software costs when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform the function intended. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, and may be adopted on a prospective, modified, or retrospective transition approach. Early adoption is permitted. The Company is currently evaluating the impact of this update on its condensed consolidated financial statements. In December 2025, the FASB issued ASU 2025–11, Interim Reporting (Topic 270: Narrow – Scope Improvements. ASU 2025-11 clarifies the applicability of interim reporting guidance and reorganizes and clarifies interim disclosure requirements under ASC topic 270, including the addition of a disclosure principal requiring disclosure of material events occurring since the most recent annual reporting period. ASU 2025-11 is effective for interim reporting periods within annual periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this standard on its condensed consolidated financial statements. In December 2025, the FASB issued ASU 2025-12, Classification Improvements. ASU 2025–12 makes targeted amendments to various topics within the Accounting Standards Codification intended to clarify existing guidance and correct minor inconsistencies. ASU 2025–12 is effective for interim and annual reporting periods beginning after December 15, 2026, with early adoption permitted. Certain amendments require retrospective application. The Company is currently evaluating the impact of this standard on its condensed consolidated financial statements. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the condensed consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its condensed consolidated financial condition, results of operations, cash flows or disclosures. 12 CHANGE AGENTS CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 4 – PREPAID EXPENSE AND OTHER CURRENT ASSETS At June 30, 2026 and December 31, 2025, prepaid expense and other current assets consisted of the following: June 30, 2026 December 31, 2025 Prepaid professional fees $ 124,682 $ 67,139 Prepaid directors’ and officers’ liability insurance premium 16,323 10,932 Prepaid NASDAQ listing fee 28,000 - Deferred offering costs - 84,652 Finished goods 71,190 74,841 Recoverable value-added tax 11,187 10,863 Others 22,111 33,743 Total $ 273,493 $ 282,170 NOTE 5 – DISCONTINUED OPERATIONS AND DISPOSALS On February 18, 2026, the Company and Wenzhao Lu, the Company’s chairman of the Board of Directors, entered into an Amended and Restated Membership Interest Purchase Agreement (the “Amended MIPA”), pursuant to which the Company sold to Mr. Lu 100 % of the membership interests of Avalon RT 9 for $ 9,000,000 . The subsidiary comprises our real property operations segment. As a result of the planned disposition of the subsidiary, the real property operations segment met the criteria under ASC 205-20 to be classified as discontinued operations. Accordingly, the historical results of operations of the real property operations segment have been reflected as discontinued operations in our condensed consolidated financial statement for all periods prior to the Amended MIPA on February 18, 2026. The table below outlines the gain on sale described above. Carrying amount of assets and liabilities: Cash $ 288,099 Rent receivable 58,735 Prepaid expense 7,331 Deferred Leasing Costs 32,600 Property and equipment, net 2,473 Investment in real estate, net 6,904,683 Accrued liabilities 78,154 Tenants’ security deposit 77,033 Total carrying amount (net) 7,138,734 Consideration from sale of subsidiary 9,000,000 Gain on sale of subsidiary $ 1,861,266 The Company recorded the gain on sale of subsidiary of $ 1,861,266 to additional paid-in capital as a result of the capital transaction with related party under applicable SEC regulations. Details of the net loss from discontinued operations were as follows: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 REAL PROPERTY RENTAL REVENUE $ 253,839 $ 350,406 $ 253,839 $ 700,206 REAL PROPERTY OPERATING EXPENSES ( 153,903 ) ( 251,077 ) ( 153,903 ) ( 531,467 ) REAL PROPERTY OPERATING INCOME 99,936 99,329 99,936 168,739 OTHER OPERATING EXPENSES: Professional fees 45,617 47,402 45,617 106,766 Compensation and related benefits 20,932 31,398 20,932 62,796 Total Other Operating Expenses 66,549 78,800 66,549 169,562 INCOME (LOSS) FROM OPERATIONS 33,387 20,529 33,387 ( 823 ) OTHER (EXPENSE) INCOME Interest expense - amortization of debt discount and debt issuance costs - ( 29,807 ) - ( 59,614 ) Interest expense - other ( 136,402 ) ( 164,500 ) ( 136,402 ) ( 329,000 ) Other (expense) income - ( 209 ) - 19 Total Other Expense, net ( 136,402 ) ( 194,516 ) ( 136,402 ) ( 388,595 ) LOSS BEFORE INCOME TAXES ( 103,015 ) ( 173,987 ) ( 103,015 ) ( 389,418 ) INCOME TAXES - - - - NET LOSS $ ( 103,015 ) $ ( 173,987 ) $ ( 103,015 ) $ ( 389,418 ) 13 CHANGE AGENTS CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 5 – DISCONTINUED OPERATIONS AND DISPOSALS (continued) The following table summarizes the assets and liabilities of the discontinued operations: June 30, 2026 December 31, 2025 ASSETS CURRENT ASSETS Cash $ - $ 258,999 Rent receivable - 84,898 Prepaid expense and other current assets - 12,719 Total Current Assets - 356,616 NON-CURRENT ASSETS: Property and equipment, net - 3,478 Investment in real estate, net - 6,925,768 Deferred leasing costs and other non-current assets - 8,523 Total Non-current Assets - 6,937,769 Total Assets $ - $ 7,294,385 LIABILITIES CURRENT LIABILITIES: Accrued liabilities and other payables $ - $ 261,077 Note payable, net - 5,800,000 Total Current Liabilities - 6,061,077 NON-CURRENT LIABILITIES: Deferred rental income - 23,515 Total Non-current Liabilities - 23,515 Total Liabilities $ - $ 6,084,592 The above tables exclude intercompany payables that are eliminated within our condensed consolidated balance sheets. NOTE 6 – INTANGIBLE ASSETS Intangible assets mainly consist of the valuation of identifiable intangible assets acquired in connection with the acquisition of RPM, representing developed technology and trade name. The Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value the identifiable intangible assets at the acquisition date. The straight-line method of amortization represents the Company’s best estimate of the distribution of the economic value of the identifiable intangible assets. In addition, in connection with the acquisition of RPM, the purchase price exceeded the fair value of net assets acquired by $ 12,808,197 . The Company allocated the $ 12,808,197 excess to goodwill. Goodwill is not amortized, but is tested for impairment at June 30, 2026. On June 30, 2026, the Company assessed its goodwill for any impairment and concluded that there were not indicators of impairment as of June 30, 2026. During the three and six months ended June 30, 2026, the Company capitalized certain software and platform development costs incurred amounting to $ 215,412 and $ 233,449 , respectively, since the Company’s software and platform development projects were in the application development stage. The software and platform have not yet been placed in service as of June 30, 2026. 14 CHANGE AGENTS CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 6 – INTANGIBLE ASSETS (continued) At June 30, 2026 and December 31, 2025, intangible assets consisted of the following: Useful Life June 30, 2026 December 31, 2025 Developed technology 1 Year $ 2,230,000 $ 2,230,000 Trade name 1 Year 22,000 22,000 Software and platform 3 Years 233,449 - Goodwill 12,808,197 12,808,197 15,293,646 15,060,197 Less: accumulated amortization ( 1,219,833 ) ( 93,833 ) $ 14,073,813 $ 14,966,364 For the three months ended June 30, 2026 and 2025, amortization expense amounted to $ 563,000 and $0 , respectively. For the six months ended June 30, 2026 and 2025, amortization expense amounted to $ 1,126,000 and $0 , respectively. Amortization of intangible assets, excluding software and platform, which have not yet been placed in service as of June 30, 2026, attributable to future periods is as follows: For the Twelve-month Period Ending June 30: Amortization Amount 2027 $ 1,032,167 2028 and thereafter - $ 1,032,167 NOTE 7 – CONVERTIBLE NOTE PAYABLE June 2024 Convertible Note On June 5, 2024, the Company entered into securities purchase agreements with Mast Hill for the issuance of 13.0 % senior secured promissory notes in the aggregate principal amount of $ 2,845,000 (collectively, the “June 2024 Convertible Note”) convertible into shares of the Company’s common stock, as well as the issuance of 26,800 shares of common stock as a commitment fee and warrants for the purchase of 146,667 shares of common stock of the Company. The Company and its subsidiaries have also entered into a security agreement, creating a security interest in certain property of the Company and its subsidiaries to secure the prompt payment, performance and discharge in full of all of the Company’s obligations under the June 2024 Convertible Note. Principal amount and interest under the June 2024 Convertible Note are convertible into shares of common stock of the Company at a conversion price of $ 11.25 per share unless the Company fails to make an amortization payment when due, in which case the conversion price shall be the lesser of $ 11.25 or the market price (as defined in the June 2024 Convertible Note). Mast Hill acquired the June 2024 Convertible Note with principal amount of $ 2,845,000 and paid the purchase price of $ 2,702,750 after an original issue discount of $ 142,250 . On June 5, 2024, the Company issued (i) a warrant to purchase 66,667 shares of common stock with an exercise price of $ 9.75 exercisable until June 5, 2029 (“First Warrant”), (ii) a warrant to purchase 80,000 shares of common stock with an exercise price of $ 7.50 exercisable until June 5, 2029 (“Second Warrant”), and (iii) 26,800 shares of common stock as a commitment fee for the purchase of the June 2024 Convertible Note, which were earned in full as of June 5, 2024. On June 5, 2024, the Company delivered such duly executed June 2024 Convertible Note, warrants and common stock to Mast Hill against delivery of the purchase price. On December 15, 2024, the Company and Mast Hill entered into that certain consent, acknowledgement, and waiver agreement, pursuant to which Mast Hill waived all amortization payments required to be made under the June 2024 Convertible Note, the Company paid a waiver fee of $ 150,000 to Mast Hill, and the Company issued to Mast Hill a common stock purchase warrant for the purchase of up to 150,000 shares of the Company’s common stock (“Pre-Funded Warrants”). The Pre-Funded Warrants are immediately exercisable at issuance and until the Pre-Funded Warrants are exercised in full and have an exercise price of $ 0.01 per share. 15 CHANGE AGENTS CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 7 – CONVERTIBLE NOTE PAYABLE (continued) June 2024 Convertible Note (continued) On May 29, 2025, the Company and Mast Hill entered into that certain waiver (the “Waiver”), pursuant to which Mast Hill will retain all related dilutive issuance rights under Section 1.6(e) of the June 2024 Convertible Note, provided that any adjustment under Section 1.6(e) of the June 2024 Convertible Note shall be subject to a per share floor price equal to $ 1.00 . In December 2024, the Company repaid June 2024 Convertible Note principal amount of $ 288,223 in cash. During the period from June 1, 2025 through December 31, 2025, Mast Hill converted its June 2024 Convertible Note in the principal amount of $ 2,010,827 into 2,010,827 shares of common stock of the Company at a per share price of $ 1.00 . In January 2026, Mast Hill converted its June 2024 Convertible Note in the principal amount of $ 545,950 into 545,950 shares of common stock of the Company at a per share price of $ 1.00 (See Note 12 - Common Shares Issued for Debt Conversion). The conversion was done pursuant to the terms of June 2024 Convertible Note. Therefore, no gain or loss was recognized for the conversion. July 2025 Convertible Note On July 3, 2025, the Company issued two convertible promissory notes (“July 2025 Convertible Note”) to two accredited investors on identical terms. The July 2025 Convertible Note has a principal amount of $ 200,000 , bears a one-time interest charge of $ 60,000 , and matures nine months from the date of issuance. Pursuant to the terms of the July 2025 Convertible Note, beginning six months after the issue date, the two investors may convert the outstanding principal and accrued interest into shares of the Company’s common stock at a fixed conversion price of $ 1.00 per share, subject to certain adjustments as provided for in the July 2025 Convertible Note for stock splits, dividends, combinations, or reclassifications. The Company may prepay the July 2025 Convertible Note at any time without penalty. As consideration for the two investors’ purchase of the July 2025 Convertible Note, the Company issued 5,000 shares of restricted common stock to each investor as a commitment fee. The Company recorded a total debt discount of $ 26,800 related to the common stock issued to the two investors, which was amortized over the term of the July 2025 Convertible Note. In March 2026, the Company repaid in full the July 2025 Convertible Note. The convertible notes payable as of June 30, 2026 and December 31, 2025 was as follows: June 30, 2026 December 31, 2025 Principal amount $ - $ 745,950 Less: unamortized debt discount - ( 8,932 ) Convertible note payable, net $ - $ 737,018 For the three months ended June 30, 2026 and 2025, amortization of debt discount related to convertible note payable amounted to $ 0 and $ 780,602 (including the initial fair value of the Second Warrant of $ 621,353 ), respectively, which have been included in interest expense — amortization of debt discount and debt issuance costs on the accompanying condensed consolidated statements of operations and comprehensive loss. For the six months ended June 30, 2026 and 2025, amortization of debt discount related to convertible note payable amounted to $ 8,932 and $ 1,064,357 (including the initial fair value of the Second Warrant of $ 621,353 ), respectively, which have been included in interest expense — amortization of debt discount and debt issuance costs on the accompanying condensed consolidated statements of operations and comprehensive loss. For the three months ended June 30, 2026 and 2025, interest expense related to convertible note payable amounted to $ 0 and $ 82,755 , respectively, which have been included in interest expense — other on the accompanying condensed consolidated statements of operations and comprehensive loss. For the six months ended June 30, 2026 and 2025, interest expense related to convertible note payable amounted to $ 23,192 and $ 164,711 , respectively, which have been included in interest expense — other on the accompanying condensed consolidated statements of operations and comprehensive loss. 16 CHANGE AGENTS CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 8 – BRIDGE LOAN PAYABLE, NET On December 11, 2025, the Company entered into a securities purchase agreement with Allen O Cage Jr., an individual, pursuant to which the Company issued an unsecured bridge note with a maturity date of April 15, 2026 , in the principal sum of $ 375,000 . The bridge note carried an original issue discount of $ 75,000 . Accordingly, on December 11, 2025, Allen paid the purchase price of $ 300,000 to the Company for the bridge note. This bridge note did not bear interest. The Company was required to make the following payments in cash to Allen under the bridge note: (i) $ 125,000 on February 15, 2026, (ii) $ 125,000 on March 15, 2026, and (iii) $ 125,000 on April 15, 2026. Upon the occurrence of an event of default under the bridge note, Allen may convert the bridge note into the Company’s common stock at a conversion price equal to 50 % of the volume weighted average price of the Company’s common stock during the five (5) trading day period prior to the respective conversion date (the “Conversion Price”), subject to adjustment as provided in the bridge note as well as beneficial ownership limitations. The Conversion Price may not be lower than the floor price, which is equal to 80 % of the Minimum Price (as such term is defined by the rules and regulations of the Nasdaq Stock Market LLC, Rule 5635(d)(1)(A)) measured from the effective date of the securities purchase agreement, or such lower amount as permitted, from time to time, by the Nasdaq Stock Market, subject to downward adjustments for share splits, share dividends, share combinations, recapitalizations or other similar events (for the avoidance of doubt, share splits, share dividends, share combinations, recapitalizations or other similar events shall not cause an adjustment to increase the floor price). The Company agreed to issue 100,000 shares of its common stock as a commitment fee to Allen pursuant to the securities purchase agreement. The securities purchase agreement contains customary representations, warranties, and covenants of the Company. The issuance of such 100,000 shares as well as any conversion of the bridge note into shares of the Company’s common stock is subject to the prior shareholder approval of the Company as is required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity). On February 15, 2026, the Company entered into Amendment (the “Note Amendment”) to unsecured bridge note. The Note Amendment extended the time periods under the bridge note for the first payment deadline, the second payment deadline and third payment deadline as follows: (i) the first payment deadline under this Note Amendment is extended to March 16, 2026 from February 15, 2026; the second payment deadline under the Note Amendment is extended to April 15, 2026 from March 15, 2026 and (iii) the third payment deadline under the Note Amendment is extended to May 15, 2026 from April 15, 2026. In connection with the issuance of the bridge note, the Company incurred debt issuance costs of $ 18,846 which was capitalized and had been amortized into interest expense over the term of the bridge note. In accordance with ASC 480-10-25-14, the Company determined that the conversion provisions contain an embedded derivative feature and the Company valued the derivative feature separately, recording debt discount and derivative liability in accordance with the provisions of the bridge note. However, management determined the probability of occurrence of an event of default under the bridge note was remote and as such the fair value of the embedded conversion feature had been estimated to be zero. The Company recorded a total debt discount of $ 213,000 related to the original issue discount and common shares which the Company agreed to issue as a commitment fee to Allen, which was amortized over the term of the bridge note. In March and April 2026, the Company repaid in full the bridge note. The bridge loan payable as of June 30, 2026 and December 31, 2025 was as follows: June 30, 2026 December 31, 2025 Principal amount $ - $ 375,000 Less: unamortized debt issuance costs - ( 14,441 ) Less: unamortized debt discount - ( 163,218 ) Convertible note payable, net $ - $ 197,341 For the three months ended June 30, 2026, amortization of debt discount and debt issuance costs related to the bridge note amounted to $ 9,200 which have been included in interest expense — amortization of debt discount and debt issuance cost on the accompanying condensed consolidated statements of operations and comprehensive loss. For the six months ended June 30, 2026, amortization of debt discount and debt issuance costs related to the bridge note amounted to $ 177,659 which have been included in interest expense — amortization of debt discount and debt issuance cost on the accompanying condensed consolidated statements of operations and comprehensive loss. 17 CHANGE AGENTS CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 9 – NOTE PAYABLE, NET In February 2026, the Company entered into two securities purchase agreements with Vanquish Funding Group, Inc., pursuant to which the Company issued to the investor two promissory notes in the principal amount of $ 467,820 , for a purchase price of $ 414,000 , reflecting an original issue discount of $ 53,820 (the “Note”). The Note carries a one-time interest charge of $ 56,138 and is repayable in seven monthly payments beginning August 15, 2026 in the amount of $ 288,176 and for the next 6 months thereafter in the amount of $ 39,297 . The Note matures on February 15, 2027 . In connection with the issuance of the two promissory notes, the Company incurred debt issuance costs of $ 34,000 which is capitalized and will be amortized into interest expense over the term of the two promissory notes. On March 25, 2026, the Company entered into a Business Loan and Security Agreement (the “Business Loan Agreement”) with Agile Lending LLC, pursuant to which the Company obtained a loan from the investor in the principal amount of $ 787,500 (the “Business Loan”), with net proceeds to the Company of $ 750,000 , following the payment of an administration fee of $ 37,500 , with a total repayment amount of $ 1,134,000 , including interest charges of $ 346,500 (assuming all payments are made on time and the Business Loan is not prepaid) repayable in 30 weekly installments of $ 37,800 with a maturity date of October 22, 2026 . Pursuant to the Business Loan Agreement, the Company granted the investor a continuing security interest in certain collateral (as defined in the Business Loan Agreement). In connection with the Business Loan, the Company issued the investor a Confessed Judgement Secured Promissory Note (the “Secured Note”) dated March 25, 2026 in the amount $ 787,500 with a maturity date of October 22, 2026 . In the second quarter of 2026, the Company made repayments in 13 weekly installments of $ 37,800 , representing principal of $ 26,250 and interest of $ 11,550 , to Agile Lending LLC. On June 30, 2026, the Company entered into a limited one-time waiver and consent with Agile Lending LLC, pursuant to which the Company obtained a limited, one-time waiver and consent permitting the Company to incur new preferred stock and the Company agreed to issue 200,000 shares of its common stock to Agile Lending LLC (See Note 12 – Common Shares Issued upon Waiver to Enter into Note Agreement). The Company recorded debt discount of $ 58,200 related to the 200,000 common shares issued to Agile Lending LLC, which will be amortized over the rest term of the Business Loan. On June 1, 2026, the Company issued promissory note to Dune Equity Holdings LLC (“Dune”) in the principal amount of $ 250,000 (inclusive of a $ 50,000 original issuance discount) (the “Dune Note”) for gross proceeds of $ 200,000 . The Dune Note matures on December 1, 2026 and has a one-time interest charge equal to 18.75 % of the principal amount, or $ 46,875 , payable in cash. Any principal or accrued but unpaid interest on the Dune Note which is not paid when due shall accrue interest at a rate of 10 % per annum (the “Dune Default Interest”). The principal amount of the Dune Note together with accrued but unpaid interest shall be paid as follows: (i) $ 62,500 shall be paid on each of September 1, 2026, October 1, 2026 and November 1, 2026 and (ii) the total remaining balance of the Dune Note shall be paid on December 1, 2026. On June 2, 2026, the Company issued promissory note to FirstFire Global Opportunities Fund, LLC (“FirstFire”) in the principal amount of $ 250,000 (inclusive of a $ 50,000 original issuance discount) (the “FirstFire Note”) for gross proceeds of $ 200,000 . The FirstFire Note matures on December 1, 2026 and has a one-time interest charge equal to 18.75 % of the principal amount, or $ 46,875 , payable in cash. Any principal or accrued but unpaid interest on the FirstFire Note which is not paid when due shall accrue interest at a rate of 10 % per annum (the “FirstFire Default Interest”). The principal amount of the FirstFire Note together with accrued but unpaid interest shall be paid as follows: (i) $ 62,500 shall be paid on each of September 1, 2026, October 1, 2026 and November 1, 2026 and (ii) the total remaining balance of the FirstFire Note shall be paid on December 1, 2026. The note payable as of June 30, 2026 is as follows: June 30, 2026 Principal amount $ 1,414,070 Less: unamortized debt issuance costs ( 29,761 ) Less: unamortized debt discount ( 195,609 ) Note payable, net $ 1,188,700 For the three months ended June 30, 2026, amortization of debt discount and debt issuance costs related to note payable amounted to $ 56,124 which have been included in interest expense — amortization of debt discount and debt issuance cost on the accompanying condensed consolidated statements of operations and comprehensive loss. For the six months ended June 30, 2026, amortization of debt discount and debt issuance costs related to note payable amounted to $ 68,150 which have been included in interest expense — amortization of debt discount and debt issuance cost on the accompanying condensed consolidated statements of operations and comprehensive loss. 18 CHANGE AGENTS CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 9 – NOTE PAYABLE, NET (continued) For the three months ended June 30, 2026, interest expense related to note payable amounted to $ 177,763 which have been included in interest expense - other on the accompanying condensed consolidated statements of operations and comprehensive loss. For the six months ended June 30, 2026, interest expense related to note payable amounted to $ 196,100 which have been included in interest expense - other on the accompanying condensed consolidated statements of operations and comprehensive loss. NOTE 10 – DERIVATIVE LIABILITY On May 23, 2023, the Company issued 667 warrants with an exercise price of $ 67.50 exercisable until May 23, 2028 to a third party as a finder’s fee. Upon evaluation, the warrants meet the definition of a derivative liability under ASC 815, as the Company cannot avoid a net cash settlement under certain circumstances. Accordingly, the fair value of the 667 warrants was classified as a derivative liability on May 23, 2023. On June 30, 2026, the estimated fair value of the 667 warrants was $ 3 . The estimated fair value of the warrants was computed as of June 30, 2026 using Black-Scholes option-pricing model, with the following assumptions: stock price of $ 0.29 , volatility of 138.06 %, risk-free rate of 4.14 %, annual dividend yield of 0 % and expected life of 1.9 years. On July 6, 2023, the Company issued 222 warrants with an exercise price of $ 67.50 exercisable until July 6, 2028 to a third party as a finder’s fee. Upon evaluation, the warrants meet the definition of a derivative liability under ASC 815, as the Company cannot avoid a net cash settlement under certain circumstances. Accordingly, the fair value of the 222 warrants was classified as a derivative liability on July 6, 2023. On June 30, 2026, the estimated fair value of the 222 warrants was $ 1 . The estimated fair value of the warrants was computed as of June 30, 2026 using Black-Scholes option-pricing model, with the following assumptions: stock price of $ 0.29 , volatility of 135.73 %, risk-free rate of 4.14 %, annual dividend yield of 0 % and expected life of 2.0 years. On October 9, 2023, the Company issued 560 warrants with an exercise price of $ 37.50 exercisable until October 9, 2028 to a third party as a finder’s fee. Upon evaluation, the warrants meet the definition of a derivative liability under ASC 815, as the Company cannot avoid a net cash settlement under certain circumstances. Accordingly, the fair value of the 560 warrants was classified as a derivative liability on October 9, 2023. On June 30, 2026, the estimated fair value of the 560 warrants was $ 8 . The estimated fair value of the warrants was computed as of June 30, 2026 using Black-Scholes option-pricing model, with the following assumptions: stock price of $ 0.29 , volatility of 135.24 %, risk-free rate of 4.14 %, annual dividend yield of 0 % and expected life of 2.3 years. On March 7, 2024, the Company issued 700 warrants with an exercise price of $ 30.00 exercisable until March 7, 2029 to a third party as a finder’s fee. Upon evaluation, the warrants meet the definition of a derivative liability under ASC 815, as the Company cannot avoid a net cash settlement under certain circumstances. Accordingly, the fair value of the 700 warrants was classified as a derivative liability on March 7, 2024. On June 30, 2026, the estimated fair value of the 700 warrants was $ 14 . The estimated fair value of the warrants was computed as of June 30, 2026 using Black-Scholes option-pricing model, with the following assumptions: stock price of $ 0.29 , volatility of 126.53 %, risk-free rate of 4.15 %, annual dividend yield of 0 % and expected life of 2.7 years. On June 5, 2024, the Company issued 5,333 warrants with an exercise price of $ 9.75 exercisable until June 5, 2029 to a third party as a finder’s fee. Upon evaluation, the warrants meet the definition of a derivative liability under ASC 815, as the Company cannot avoid a net cash settlement under certain circumstances. Accordingly, the fair value of the 5,333 warrants was classified as a derivative liability on June 5, 2024. On June 30, 2026 the estimated fair value of the 5,333 warrants was $ 263 . The estimated fair value of the warrants was computed as of June 30, 2026 using Black-Scholes option-pricing model, with the following assumptions: stock price of $ 0.29 , volatility of 122.18 %, risk-free rate of 4.15 %, annual dividend yield of 0 % and expected life of 2.9 years. On June 5, 2024, the Company issued 80,000 warrants with an exercise price of $ 7.50 exercisable until June 5, 2029 to Mast Hill (See Note 7). Upon evaluation, the warrants meet the definition of a derivative liability under ASC 815, as the Company cannot avoid a net cash settlement under certain circumstances. Accordingly, the fair value of the 80,000 warrants was classified as a derivative liability on June 5, 2024. On February 11, 2026, the exercise price was adjusted to $ 1.00 and number of shares underlying was adjusted to 600,000 based on certain specified events. On February 19, 2026, the exercise price was adjusted to $ 0.38 and number of shares underlying was adjusted to 1,558,543 based on certain specified events. On February 19, 2026, 408,332 warrants were cashless exercised. On February 24, 2026, the exercise price was adjusted to $ 0.32 and number of shares underlying was adjusted to 1,405,721 based on certain specified events. On February 24, 2026, 304,529 warrants were cashless exercised. On February 26, 2026, 1,020,710 warrants were cashless exercised. On June 30, 2026, the exercise price was adjusted to $ 0.21 and number of shares underlying was adjusted to 122,874 based on certain specified events. On June 30, 2026, the estimated fair value of the remaining 122,874 warrants was $ 27,501 . The estimated fair value of the warrants was computed as of June 30, 2026 using Black-Scholes option-pricing model, with the following assumptions: stock price of $ 0.29 , volatility of 122.18 %, risk-free rate of 4.15 %, annual dividend yield of 0 % and expected life of 2.9 years . 19 CHANGE AGENTS CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 10 – DERIVATIVE LIABILITY (continued) Change in fair value of the derivative liability are included as a component of total other expenses in the accompanying condensed consolidated statements of operations and comprehensive loss. The changes to the derivative liability resulted in a decrease of $ 1,652 and $ 561,176 in the derivative liability and the corresponding increase in other income as a gain for the three months ended June 30, 2026 and 2025, respectively. The changes to the derivative liability resulted in an increase of $ 1,275,237 and a decrease of $ 446,816 in the derivative liability and the corresponding increase in other expense as a loss for the six months ended June 30, 2026 and increase in other income as a gain for the six months ended June 30, 2025, respectively. NOTE 11 – RELATED PARTY TRANSACTIONS Services Provided by Related Party From time to time, Wilbert Tauzin, a former director of the Company, and his son provide consulting services to the Company. As compensation for professional services provided, the Company recognized consulting expenses of $ 40,382 and $ 15,597 for the three months ended June 30, 2026 and 2025, respectively, which have been included in professional fees on the accompanying condensed consolidated statements of operations and comprehensive loss. As compensation for professional services provided, the Company recognized consulting expenses of $ 55,382 and $ 30,794 for the six months ended June 30, 2026 and 2025, respectively, which have been included in professional fees on the accompanying condensed consolidated statements of operations and comprehensive loss. As of June 30, 2026 and December 31, 2025, the accrued and unpaid services charge related to this director’s son amounted to $ 0 and $ 6,835 , respectively, which have been included in accrued professional fees on the accompanying condensed consolidated balance sheets. Accrued Liabilities and Other Payables – Related Parties In 2017, the Company acquired Genexosome’s subsidiary, which was dissolved in 2022, for a cash payment of $ 450,000 . As of both June 30, 2026 and December 31, 2025, the unpaid acquisition consideration of $ 100,000 , was payable to Dr. Yu Zhou, former director and former co-chief executive officer and 40 % owner of Genexosome, and has been included in accrued liabilities and other payables — related party on the accompanying condensed consolidated balance sheets. Membership Interest Purchase Agreement On November 17, 2023, the Company entered into a Membership Interest Purchase Agreement with Mr. Lu, the Company’s chairman of the Board of Directors, pursuant to which (i) Mr. Lu will acquire from the Company 30 % of the total outstanding membership interests of Avalon RT 9, a wholly owned subsidiary of the Company, for a cash purchase price of $ 3,000,000 (the “Acquisition”), and (ii) for a period of twelve months following the closing of the Acquisition, Mr. Lu shall have the option to purchase from the Company up to an additional 70 % of the outstanding membership interests of Avalon RT 9 for a purchase price of up to $ 7,000,000 (the “Option”), subject to the terms and conditions of a membership interest purchase agreement to be negotiated and entered into between Mr. Lu and the Company at such time that Mr. Lu desires to exercise the Option. On February 18, 2026, the Company and Mr. Lu entered into an Amended and Restated Membership Interest Purchase Agreement (the “Amended MIPA”), pursuant to which the Company sold to Mr. Lu 100 % of the membership interests of Avalon RT9 for $ 9.0 million, the fair market value on transaction date. The Company recorded proceeds in excess of its carrying value (approximately $ 1.9 million) to additional paid-in capital as a result of the capital transaction with related party under applicable SEC regulations. The Company received $ 3,158,078 from Mr. Lu as of December 31, 2025, which was recorded as advance from pending sale of subsidiary – related party on the accompanying condensed consolidated balance sheets. The advance of $ 3,158,078 was applied to the proceeds of $ 9.0 million on February 18, 2026. Therefore, as of June 30, 2026, the advance from pending sale of subsidiary – related party was $0 . Exchange Agreement On February 18, 2026, the Company entered into an Exchange Agreement with its Chairman, Wenzhao Lu, under which it agreed to issue Mr. Lu 2,074,689 shares of its common stock (the “Exchange Shares”) for the 5,000 shares of Series D Preferred Stock held by him, following shareholder approval. The Exchange Shares was equal to the total of shares of common stock Mr. Lu would have been entitled to receive upon conversion of his Series D Preferred Stock. The Exchange Shares were issued to Mr. Lu on May 6, 2026 following shareholder approval at which time the shares of Series D Preferred Stock were cancelled. 20 CHANGE AGENTS CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 11 – RELATED PARTY TRANSACTIONS (continued) Office Space from Related Party Commencing on March 1, 2026, the Company leases office space from Avalon RT 9, which is wholly owned by Wenzhao Lu, the Company’s chairman of the Board of Directors. For the three and six months ended June 30, 2026, rent expense related to office leased from Avalon RT 9 amounted $ 1,000 and $ 4,000 , respectively, which have been included in general and administrative - other on the accompanying condensed consolidated statements of operations and comprehensive loss. NOTE 12 – EQUITY The Company is authorized to issue an aggregate of 100,000,000 shares of common stock and 10,000,000 shares of “blank check” preferred stock. Series C Convertible Preferred Stock On December 13, 2024, the Company filed a certificate of designations of preferences, rights, and limitations of Series C Preferred Stock (the “Series C Certificate of Designations”) with the Department of State, Division of Corporations, of the State of Delaware, which provides for the designation of 10,000 shares of Series C Preferred Stock of the Company, par value $ 0.0001 per share. Each share of Series C Preferred Stock has a stated value of $ 1,000 . The Series C Preferred Stock shall rank (i) senior to the Company’s common stock and any other class or series of capital stock of the Company created hereafter, the terms of which specifically provide that such class or series shall rank junior to the Series C Preferred Stock, (ii) pari passu with any class or series of capital stock of the Company created hereafter specifically ranking, by its terms, on par with the Series C Preferred Stock, (iii) pari passu with Series B Preferred Stock of the Company with respect to its rights, preferences and restrictions, and (iv) subordinate to the Series A Preferred Stock of the Company. Holders of the Series C Preferred Stock shall be entitled to receive, and the Company shall pay, dividends on shares of Series C Preferred Stock equal (on an as-if-converted-to-common-stock basis, disregarding for such purpose any conversion limitations hereunder) to and in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of the common stock. Holders of the Series C Preferred Stock have no voting power except as otherwise required by the Delaware General Corporation Law. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), the holders of the Series C Preferred Stock shall be entitled to receive out of the assets available for distribution to stockholders, (i) after and subject to the payment in full of all amounts required to be distributed to the holders of another class or series of stock of the Company ranking on liquidation prior and in preference to the Series C Preferred Stock, including the Series A Preferred Stock, (ii) ratably with any class or series of stock ranking on liquidation on parity with the Series C Preferred Stock and (iii) in preference and priority to the holders of the shares of common stock, an amount equal to 100 % of the Stated Value of the Series C Preferred Stock, in proportion to the full and preferential amount that all shares of the Series C Preferred Stock are entitled to receive. Each share of Series C Preferred Stock shall be convertible into common stock (the “Series C Conversion Shares”) at a conversion per share equal to $ 2.41 , at the option of the holder, at any time after the later of (i) the date of the shareholder approval of the issuance of the Series C Conversion Shares pursuant to the rules of the Nasdaq Stock Market and (ii) the one year anniversary of the date of the first issuance of any shares of the Series C Preferred Stock. In addition, the holder shall not have the right to convert any portion of the Series C Preferred Stock if, after giving effect to the conversion, such holder (together with its affiliates) would beneficially own in excess of 19.99 % of the number of shares of the common stock outstanding immediately after giving effect to the issuance of the respective Series C Conversion Shares. On May 29, 2025, the Company filed a certificate of amendment to the Series C Certificate of Designations, pursuant to which the beneficial ownership limitation of 19.99 % was amended to 4.99 %. In March 2026, 723 shares of Series C Preferred Stock were converted into 300,000 shares of the Company’s common stock. The conversion was done pursuant to the terms of Series C Preferred Stock. Therefore, no gain or loss was recognized for the conversion. In May 2026, 527 shares of Series C Preferred Stock were converted into 218,672 shares of the Company’s common stock. The conversion was done pursuant to the terms of Series C Preferred Stock. Therefore, no gain or loss was recognized for the conversion. As of June 30, 2026 and December 31, 2025, 2,550 and 3,800 shares of Series C Preferred Stock were issued and outstanding, respectively. 21 CHANGE AGENTS CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 12 – EQUITY (continued) Series D Convertible Preferred Stock On January 6, 2025, the Company filed a certificate of designations of preferences, rights, and limitations of Series D Preferred Stock (the “Series D Certificate of Designations”) with the Department of State, Division of Corporations, of the State of Delaware, which provides for the designation of 5,000 shares of Series D Preferred Stock of the Company, par value $ 0.0001 per share, upon the terms and conditions as set forth in the Series D Certificate of Designations. Each share of Series D Preferred Stock has a stated value of $ 1,000 . The Series D Preferred Stock shall rank (i) senior to the Company’s common stock and any other class or series of capital stock of the Company created hereafter, the terms of which specifically provide that such class or series shall rank junior to the Series D Preferred Stock, (ii) pari passu with any class or series of capital stock of the Company created hereafter specifically ranking, by its terms, on par with the Series D Preferred Stock, (iii) pari passu with the Series B Preferred Stock of the Company with respect to its rights, preferences and restrictions, and (iv) pari passu with the Series C Preferred Stock of the Company. Holders of the Series D Preferred Stock have no voting power except as otherwise required by the Delaware General Corporation Law. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), the holders of the Series D Preferred Stock shall be entitled to receive out of the assets available for distribution to stockholders, (i) after and subject to the payment in full of all amounts required to be distributed to the holders of another class or series of stock of the Company ranking on liquidation prior and in preference to the Series D Preferred Stock, including the Series A Preferred Stock, (ii) ratably with any class or series of stock ranking on liquidation on parity with the Series D Preferred Stock and (iii) in preference and priority to the holders of the shares of common stock, an amount equal to 100 % of the Stated Value of the Series D Preferred Stock, in proportion to the full and preferential amount that all shares of the Series D Preferred Stock are entitled to receive. Each share of Series D Preferred Stock shall be convertible into common stock (the “Series D Conversion Shares”) at a conversion per share equal to $ 2.41 , at the option of the holder, at any time after the Company has obtained shareholder approval for the issuance of the Series D Conversion Shares pursuant to the rules of the Nasdaq Stock Market. In addition, the holder shall not have the right to convert any portion of the Series D Preferred Stock if, after giving effect to the conversion, such holder (together with its affiliates) would beneficially own in excess of 4.99 % of the number of shares of the common stock outstanding immediately after giving effect to the issuance of the respective Series D Conversion Shares. On May 6, 2026, the Company issued 2,074,689 shares of its common stock (the “Exchange Shares”) to its chairman, Wenzhao Lu following shareholder approval in exchange for 5,000 shares of the Company’s Series D Preferred Stock held by him, which shares of Series D Preferred Stock were cancelled. The Exchange Shares issued was equal to the total of shares of common stock Mr. Lu would have been entitled to receive upon conversion of his Series D Preferred Stock. As of June 30, 2026 and December 31, 2025, 0 and 5,000 shares of Series D Preferred Stock were issued and outstanding, respectively. Series E Convertible Preferred Stock On December 12, 2025, the Company filed a certificate of designations of preferences, rights, and limitations of Series E Non-Voting Convertible Preferred Stock (the “Series E Certificate of Designations”) with the Department of State, Division of Corporations, of the State of Delaware, which provides for the designation of 19,500 shares of Series E Preferred Stock of the Company, par value $ 0.0001 per share, upon the terms and conditions as set forth in the Series E Certificate of Designations. Each share of Series E Preferred Stock has a Stated Value of $ 1,000 . The Series E Preferred Stock shall rank (i) senior to the Company’s Common Stock and any other class or series of capital stock of the Company created hereafter, the terms of which specifically provide that such class or series shall rank junior to the Series E Preferred Stock, (ii) pari passu with any class or series of capital stock of the Company created hereafter specifically ranking, by its terms, on par with the Series E Preferred Stock, (iii) pari passu with Series C Convertible Preferred Stock of the Company with respect to its rights, preferences and restrictions, and (iv) pari passu the Series D Convertible Preferred Stock of the Company. Holders of the Series E Preferred Stock shall be entitled to receive, and the Company shall pay, dividends on shares of Series E Preferred Stock equal (on an as-if-converted-to-Common-Stock basis, disregarding for such purpose any conversion limitations hereunder) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. 22 CHANGE AGENTS CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 12 – EQUITY (continued) Series E Convertible Preferred Stock (continued) Holders of the Series E Preferred Stock have no voting power except as otherwise required by the Delaware General Corporation Law. Notwithstanding the foregoing, in addition, as long as any shares of Series E Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series E Preferred Stock, voting as a separate class, (a) alter or change adversely the powers, preferences or rights given to the Series E Preferred Stock in this Certificate of Designation, (b) increase the number of authorized shares of Series E Preferred Stock, (c) authorize or issue an additional class or series of capital stock that ranks senior to the Series E Preferred Stock with respect to the distribution of assets on liquidation, or (d) enter into any agreement with respect to any of the foregoing. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), the holders of the Series E Preferred Stock shall be entitled to receive out of the assets available for distribution to stockholders, (i) after and subject to the payment in full of all amounts required to be distributed to the holders of another class or series of stock of the Company ranking on liquidation prior and in preference to the Series E Preferred Stock, including the Series A Preferred Stock, (ii) ratably with any class or series of stock ranking on liquidation on parity with the Series E Preferred Stock and (iii) in preference and priority to the holders of the shares of Common Stock, an amount equal to the greater of (i) 100 % of the Stated Value of the Series E Preferred Stock, in proportion to the full and preferential amount that all shares of the Series E Preferred Stock are entitled to receive or (ii) such amount per share as would have been payable had all shares of Series E Preferred Stock been converted into Common Stock (without regard to any limitations on conversion set forth herein or otherwise) pursuant to Section 6 immediately prior to such Liquidation. Each share of Series E Preferred Stock shall be convertible into Common Stock (the “Conversion Shares”), at any time from and after May 12, 2026, or such earlier time as consented to by the Company in writing at the option of the Holder thereof, into that number of shares of Common Stock (subject to certain limitations, determined by dividing the Stated Value of such share of Series E Preferred Stock by the Conversion Price of $ 1.50 . In addition, the holder shall not have the right to convert any portion of the Series E Preferred Stock if, after giving effect to the conversion, such holder (together with its affiliates) would beneficially own in excess 4.99 % of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Series E Preferred Stock held by the applicable holder. In addition, the Company shall not issue any shares of Common Stock upon conversion of the Series E Preferred Stock or otherwise pursuant to the terms of the Series E Certificate of Designation if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock which the Company may issue upon exercise or conversion (as the case may be) of the Series E Preferred Stock without breaching the Company’s obligations under the rules and regulations the listing rules of the Company’s Principal Market (the maximum number of shares of Common Stock which may be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules and regulations of the Principal Market for issuances of shares of Common Stock in excess of such amount (the “Stockholder Approval Date”) or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the Required Holders (as defined in the Series E Certificate of Designation). In May 2026, 104 shares of Series E Preferred Stock were converted into 69,000 shares of the Company’s common stock. The conversion was done pursuant to the terms of Series E Preferred Stock. Therefore, no gain or loss was recognized for the conversion. As of June 30, 2026 and December 31, 2025, 19,396 and 19,500 shares of Series E Preferred Stock were issued and outstanding, respectively. Common Shares and Warrants Sold for Cash from the February 2026 Private Offering In February 2026, the Company entered into securities purchase agreements (the “Purchase Agreements”) with certain institutional investors (the “Purchasers”) for the issuance and sale in a private placement (the “Private Placement”) of (i) 490,197 shares (the “Shares”) of the Company’s common stock at a purchase price of $ 0.51 per Share; (ii) pre-funded warrants (the “Pre-Funded Warrants”) at a purchase price of 0.5099 per Pre-Funded Warrant to purchase up to an aggregate of 5,882,353 shares of Common Stock (the “Pre-Funded Warrant Shares”); (iii) Series A-1 warrants to purchase up to 6,372,550 shares of Common Stock (the “Series A-1 Warrants,” and the shares issuable upon exercise thereof, the “Series A-1 Warrant Shares”) and (iv) Series A-2 warrants to purchase up to 6,372,550 shares of Common Stock (the “Series A-2 Warrants,” together with the Series A-1 Warrants, the “Warrants”) and the shares issuable upon exercise thereof, the “Series A-2 Warrant Shares,” together with the Series A-1 Warrant Shares, the “Warrant Shares”). The Shares, the Pre-Funded Warrants, the Pre-Funded Warrant Shares, the Warrants and the Warrant Shares are collectively referred to herein as the “Securities”. The total gross proceeds were $ 3,249,412 . 23 CHANGE AGENTS CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 12 – EQUITY (continued) Common Shares and Warrants Sold for Cash from the February 2026 Private Offering (continued) Each Warrant has an exercise price of $ 0.51 per share. The Warrants are not exercisable until the Stockholders of the Company approve the issuance of the Warrants and the Warrant Shares upon the exercise thereof (the “Stockholder Approval”). The Series A-1 Warrants will expire five (5) years following the date of Stockholder Approval. The Series A-2 Warrants will expire eighteen (18) months following the date of Stockholder Approval. A holder may not exercise any portion of the Common Warrants to the extent the Purchaser would own more than 4.99 % of the outstanding Common Stock immediately after exercise. A holder may increase or decrease this percentage with respect to either the Series A-1 Common Warrants or the Series A-2 Common Warrants to a percentage not in excess of 9.99 %, except that any such increase shall require at least 61 days’ prior notice to the Company. The Prefunded Warrants are immediately exercisable and may be exercised at a nominal exercise price of $ 0.0001 per share of Common Stock at any time until all of the Prefunded Warrants are exercised in full. A holder may not exercise any portion of the Common Warrants to the extent the Purchaser would own more than 4.99 % of the outstanding Common Stock immediately after exercise. A holder may increase or decrease this percentage with respect to Prefunded Warrants to a percentage not in excess of 9.99 %, except that any such increase shall require at least 61 days’ prior notice to the Company. As compensation to H.C. Wainwright & Co., LLC as the exclusive placement agent in connection with the Private Placement (the “Placement Agent”), the Company paid the Placement Agent a cash fee of 7.0 % of the aggregate gross proceeds raised in the Private Placement, plus a management fee equal to 1.0 % of the gross proceeds raised in the Private Placement and reimbursement of certain expenses and legal fees. The Company also issued warrants to designees of the Placement Agent (the “Placement Agent Warrants”) to purchase up to 5.0 % of the aggregate number of shares of Common Stock placed in the Offering, equating to 318,628 shares of Common Stock (the “Placement Agent Warrant Shares”). The Placement Agent Warrants have substantially the same terms as the Series A-1 Warrants, except that the Placement Agent Warrants have an exercise price equal to $ 0.6375 per share. In connection with the Private Placement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”), dated as of February 26, 2026, with the Purchaser, pursuant to which the Company agreed to prepare and file a registration statement with the Securities and Exchange Commission (the “SEC”) registering the resale of Shares and the shares of Common Stock underlying the Pre-Funded Warrants and the Common Warrants no later than 45 days after the date of the Registration Rights Agreement, and to use best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than 75 days following the date of the Registration Rights Agreement (or 90 days following the date of the Registration Rights Agreement in the event of a “full review” by the Securities and Exchange Commission). The fair value of the Series A-1 Warrants was $ 6,009,845 and was based on the Black-Scholes pricing model. Input assumptions used were as follows: stock price per share of $ 1.09 , a risk-free interest rate of 3.57 %; expected volatility of 108.52 %; expected life of 5.0 years; and expected dividend yield of 0 %. The fair value of the Series A-2 Warrants was $ 5,328,870 and was based on the Black-Scholes pricing model. Input assumptions used were as follows: stock price per share of $ 1.09 , a risk-free interest rate of 3.42 %; expected volatility of 147.59 %; expected life of 1.5 years; and expected dividend yield of 0 %. The fair value of the Placement Agent Warrants was $ 294,001 and was based on the Black-Scholes pricing model. Input assumptions used were as follows: stock price per share of $ 1.09 , a risk-free interest rate of 3.57 %; expected volatility of 108.52 %; expected life of 5.0 years; and expected dividend yield of 0 %. $ 3,154,455 of the total gross proceeds was allocated to the Pre-Funded Warrants, Series A-1 Warrants, and Series A-2 Warrants based on the relative fair value allocation method, which has been reflected in shareholders’ equity. These warrants were classified in shareholders’ equity as the number of shares were fixed and determinable, and no other provisions precluded equity treatment. $ 94,957 of the total gross proceeds was allocated as the value of common shares. The direct costs related to the issuance of the common shares and these warrants were $ 786,601 . These direct costs were recorded as an offset against gross proceeds with $ 763,614 being recorded in additional paid-in capital and $ 22,987 being recorded in common shares on a relative fair value basis. 24 CHANGE AGENTS CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 12 – EQUITY (continued) Common Shares Issued for Services During the six months ended June 30, 2026, the Company issued a total of 655,000 shares of its common stock for services rendered and to be rendered. These shares were valued at $ 583,475 , the fair market values on the grant dates using the reported closing share prices on the dates of grant, and the Company recorded stock-based compensation expense of $ 454,430 for the six months ended June 30, 2026 and reduced accrued liabilities of $ 96,600 and recorded prepaid expense of $ 32,445 as of June 30, 2026 which will be amortized over the rest of corresponding service periods. Common Shares Issued for Pre-funded Warrant Cashless Exercise In January 2026, the Company issued an aggregate of 354,257 shares of its common stock upon cashless exercise of pre-funded warrants to purchase 354,300 shares of common stock. Common Shares Issued for Warrant Cashless Exercise In February 2026, pursuant to the terms of related warrant agreements, the Company issued an aggregate of 1,268,672 shares of its common stock upon cashless exercise of warrants to purchase 1,733,571 shares of common stock. Common Shares Issued for Pre-funded Warrant Cash Exercise In April and June 2026, the Company issued an aggregate of 2,541,353 shares of its common stock upon cash exercise of pre-funded warrants to purchase 2,541,353 shares of common stock for aggregate proceeds of $ 254 . Common Shares Issued for Debt Conversion In January 2026, the June 2024 Convertible Note holder converted its June 2024 Convertible Note in the principal amount of $ 545,950 and unpaid interest of $ 5,524 into 551,474 shares of common stock of the Company at a per share price of $ 1.00 . The conversion was done pursuant to the terms of June 2024 Convertible Note. Therefore, no gain or loss was recognized for the conversion. Common Shares Issued for Accrued Bridge Loan Payable Commitment Fee In June 2026, the Company issued 100,000 shares of its common stock for accrued commitment fee for the purchase of bridge loan. These shares were valued at $ 138,000 , the fair market value on the grant date using the reported closing share price on the date of grant, and the Company reduced accrued commitment fee of $ 138,000 . Common Shares Issued upon Waiver to Enter into Note Agreement In June 2026, the Company issued 200,000 shares of its common stock in consideration a waiver. These shares were valued at $ 58,200 , the fair market value on the grant date using the reported closing share price on the date of grant, and the Company recorded it as debt discount (See Note 9 – Note Payable, Net). Options The following table summarizes the shares of the Company’s common stock issuable upon exercise of options outstanding at June 30, 2026: Options Outstanding Options Exercisable Range of Exercise Price Number Outstanding at June 30, 2026 Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable at June 30, 2026 Weighted Average Exercise Price $ 0.28 – 31.20 2,164,219 3.00 $ 0.31 1,666,163 $ 0.32 $ 48.75 – 123.00 18,117 0.73 $ 79.87 18,117 $ 79.87 $ 154.50 – 228.00 7,500 3.57 $ 226.43 7,500 $ 226.43 $ 0.28 – 228.00 2,189,836 2.98 $ 1.74 1,691,780 $ 2.17 25 CHANGE AGENTS CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 12 – EQUITY (continued) Options (continued) Stock option activity for the six months ended June 30, 2026 was as follows: Number of Options Weighted Average Exercise Price Outstanding at January 1, 2026 41,169 $ 79.43 Granted 2,150,000 0.28 Expired ( 1,333 ) ( 44.48 ) Outstanding at June 30, 2026 2,189,836 $ 1.74 Options exercisable at June 30, 2026 1,691,780 $ 2.17 Options expected to vest 498,056 $ 0.28 The aggregate intrinsic value of stock options outstanding and stock options exercisable at June 30, 2026 was approximately $ 19,000 and $ 15,000 , respectively. The fair values of options granted during the six months ended June 30, 2026 were estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: volatility of 121.81 %, risk-free rate of 4.10 %, annual dividend yield of 0 %, and expected life of 1.50 - 3.00 years. The aggregate fair value of the options granted during the six months ended June 30, 2026 was $ 360,638 . The fair values of options granted during the six months ended June 30, 2025 were estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: volatility of 105.10 %, risk-free rate of 4.29 %, annual dividend yield of 0 %, and expected life of 3.00 years. The aggregate fair value of the options granted during the six months ended June 30, 2025 was $ 6,115 . For the three months ended June 30, 2026 and 2025, stock-based compensation expense (adjustment) associated with stock options granted amounted to $ 248,942 and $( 28,085 ), of which, $ 218,483 and $ 4,454 was recorded as compensation and related benefits, and $ 30,459 and $( 32,539 ) was recorded as professional fees, respectively. For the six months ended June 30, 2026 and 2025, stock-based compensation expense (adjustment) associated with stock options granted amounted to $ 248,942 and $( 18,926 ), of which, $ 218,483 and $ 9,312 , respectively, was recorded as compensation and related benefits, and $ 30,459 and $( 28,238 ) was recorded as professional fees, respectively. A summary of the status of the Company’s nonvested stock options granted as of June 30, 2026 and changes during the six months ended June 30, 2026 is presented below: Number of Options Weighted Average Exercise Price Nonvested at January 1, 2026 - $ - Granted 2,150,000 0.28 Vested ( 1,651,944 ) ( 0.28 ) Nonvested at June 30, 2026 498,056 $ 0.28 26 CHANGE AGENTS CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 12 – EQUITY (continued) Warrants (Except Pre-Funded Warrants) The following table summarizes the shares of the Company’s common stock issuable upon exercise of warrants outstanding at June 30, 2026: Warrants Outstanding Warrants Exercisable Range of Exercise Price Number Outstanding at June 30, 2026 Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable at June 30, 2026 Weighted Average Exercise Price $ 0.21 – 0.64 13,186,602 2.95 $ 0.51 13,186,602 $ 0.51 $ 9.75 – 37.50 6,593 2.85 $ 14.26 6,593 $ 14.26 $ 67.50 889 1.93 $ 67.50 889 $ 67.50 $ 187.50 8,264 0.81 $ 187.50 8,264 $ 187.50 $ 0.21 – 187.50 13,202,348 2.95 $ 0.64 13,202,348 $ 0.64 Stock warrant activity for the six months ended June 30, 2026 was as follows: Number of Warrants Weighted Average Exercise Price Outstanding at January 1, 2026 95,746 $ 24.06 Repricing adjustment 1,776,445 $ 0.33 Granted 13,063,728 $ 0.51 Exercised ( 1,733,571 ) $ ( 0.33 ) Outstanding at June 30, 2026 13,202,348 $ 0.64 Exercisable at June 30, 2026 13,202,348 $ 0.64 The aggregate intrinsic value of both stock warrants outstanding and stock warrants exercisable at June 30, 2026 was approximately $ 10,000 . Warrants Issued in February 2026 In February 2026, the Company entered into securities purchase agreements (the “Purchase Agreements”) with certain institutional investors (the “Purchasers”) for the issuance and sale in a private placement (the “Private Placement”) of (i) 490,197 shares (the “Shares”) of the Company’s common stock at a purchase price of $ 0.51 per Share; (ii) pre-funded warrants (the “Pre-Funded Warrants”) at a purchase price of 0.5099 per Pre-Funded Warrant to purchase up to an aggregate of 5,882,353 shares of Common Stock (the “Pre-Funded Warrant Shares”); (iii) Series A-1 warrants to purchase up to 6,372,550 shares of Common Stock (the “Series A-1 Warrants,” and the shares issuable upon exercise thereof, the “Series A-1 Warrant Shares”) and (iv) Series A-2 warrants to purchase up to 6,372,550 shares of Common Stock (the “Series A-2 Warrants,” together with the Series A-1 Warrants, the “Warrants”) and the shares issuable upon exercise thereof, the “Series A-2 Warrant Shares,” together with the Series A-1 Warrant Shares, the “Warrant Shares”). The Shares, the Pre-Funded Warrants, the Pre-Funded Warrant Shares, the Warrants and the Warrant Shares are collectively referred to herein as the “Securities”. Each Warrant has an exercise price of $ 0.51 per share. The Warrants are not exercisable until the Stockholders of the Company approve the issuance of the Warrants and the Warrant Shares upon the exercise thereof (the “Stockholder Approval”). The Series A-1 Warrants will expire five (5) years following the date of Stockholder Approval. The Series A-2 Warrants will expire eighteen (18) months following the date of Stockholder Approval. A holder may not exercise any portion of the Common Warrants to the extent the Purchaser would own more than 4.99 % of the outstanding Common Stock immediately after exercise. A holder may increase or decrease this percentage with respect to either the Series A-1 Common Warrants or the Series A-2 Common Warrants to a percentage not in excess of 9.99 %, except that any such increase shall require at least 61 days’ prior notice to the Company. 27 CHANGE AGENTS CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 12 – EQUITY (continued) Warrants (Except Pre-Funded Warrants) (continued) The Prefunded Warrants are immediately exercisable and may be exercised at a nominal exercise price of $ 0.0001 per share of Common Stock at any time until all of the Prefunded Warrants are exercised in full. A holder may not exercise any portion of the Common Warrants to the extent the Purchaser would own more than 4.99 % of the outstanding Common Stock immediately after exercise. A holder may increase or decrease this percentage with respect to Prefunded Warrants to a percentage not in excess of 9.99 %, except that any such increase shall require at least 61 days’ prior notice to the Company. As compensation to H.C. Wainwright & Co., LLC as the exclusive placement agent in connection with the Private Placement (the “Placement Agent”), the Company paid the Placement Agent a cash fee of 7.0 % of the aggregate gross proceeds raised in the Private Placement, plus a management fee equal to 1.0 % of the gross proceeds raised in the Private Placement and reimbursement of certain expenses and legal fees. The Company also issued warrants to designees of the Placement Agent (the “Placement Agent Warrants”) to purchase up to 5.0 % of the aggregate number of shares of Common Stock placed in the Offering, equating to 318,628 shares of Common Stock (the “Placement Agent Warrant Shares”). The Placement Agent Warrants have substantially the same terms as the Series A-1 Warrants, except that the Placement Agent Warrants have an exercise price equal to $ 0.6375 per share. In connection with the Private Placement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”), dated as of February 26, 2026, with the Purchaser, pursuant to which the Company agreed to prepare and file a registration statement with the Securities and Exchange Commission (the “SEC”) registering the resale of Shares and the shares of Common Stock underlying the Pre-Funded Warrants and the Common Warrants no later than 45 days after the date of the Registration Rights Agreement, and to use best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than 75 days following the date of the Registration Rights Agreement (or 90 days following the date of the Registration Rights Agreement in the event of a “full review” by the Securities and Exchange Commission). These warrants were classified in shareholders’ equity as the number of shares were fixed and determinable, and no other provisions precluded equity treatment. Warrants Exercised in February 2026 In February 2026, pursuant to the terms of related warrant agreements, 1,733,571 warrants were cashless exercised. Pre-Funded Warrants The number of pre-funded warrants outstanding as of June 30, 2026 is as follows: Description Number Outstanding Weighted Average Exercise Price Pre-funded warrants issued in December 2024 150,000 $ 0.01 Pre-funded warrants issued in February 2026 3,341,000 $ 0.0001 Outstanding at June 30, 2026 3,491,000 $ 0.0005 A summary of pre-funded warrant activity during the six months ended June 30, 2026 is as follows: Number of Pre-Funded Warrants Weighted Average Exercise Price Outstanding at January 1, 2026 504,300 $ 0.0030 Pre-funded warrants granted 5,882,353 $ 0.0001 Pre-funded warrants exercised ( 2,895,653 ) $ ( 0.0001 ) Outstanding at June 30, 2026 3,491,000 $ 0.0005 28 CHANGE AGENTS CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 12 – EQUITY (continued) Pre-Funded Warrants (continued) Pre-funded Warrants Issued in February 2026 In February 2026, the Company entered into securities purchase agreements (the “Purchase Agreements”) with certain institutional investors (the “Purchasers”) for the issuance and sale in a private placement (the “Private Placement”) of (i) 490,197 shares (the “Shares”) of the Company’s common stock at a purchase price of $ 0.51 per Share; (ii) pre-funded warrants (the “Pre-Funded Warrants”) at a purchase price of 0.5099 per Pre-Funded Warrant to purchase up to an aggregate of 5,882,353 shares of Common Stock (the “Pre-Funded Warrant Shares”); (iii) Series A-1 warrants to purchase up to 6,372,550 shares of Common Stock (the “Series A-1 Warrants,” and the shares issuable upon exercise thereof, the “Series A-1 Warrant Shares”) and (iv) Series A-2 warrants to purchase up to 6,372,550 shares of Common Stock (the “Series A-2 Warrants,” together with the Series A-1 Warrants, the “Warrants”) and the shares issuable upon exercise thereof, the “Series A-2 Warrant Shares,” together with the Series A-1 Warrant Shares, the “Warrant Shares”). The Shares, the Pre-Funded Warrants, the Pre-Funded Warrant Shares, the Warrants and the Warrant Shares are collectively referred to herein as the “Securities”. The Pre-funded Warrants are immediately exercisable and may be exercised at a nominal exercise price of $ 0.0001 per share of Common Stock at any time until all of the Prefunded Warrants are exercised in full. A holder may not exercise any portion of the Common Warrants to the extent the Purchaser would own more than 4.99 % of the outstanding Common Stock immediately after exercise. A holder may increase or decrease this percentage with respect to Prefunded Warrants to a percentage not in excess of 9.99 %, except that any such increase shall require at least 61 days’ prior notice to the Company. NOTE 13 - STATUTORY RESERVE AND RESTRICTED NET ASSETS The Company’s PRC subsidiary, Avalon Shanghai, is restricted in its ability to transfer a portion of its net asset to the Company. The payment of dividends by entities organized in China is subject to limitations, procedures and formalities. Regulations in the PRC currently permit payment of dividends only out of accumulated profits as determined in accordance with accounting standards and regulations in China. The Company is required to make appropriations to certain reserve funds, comprising the statutory surplus reserve and the discretionary surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (“PRC GAAP”). Appropriations to the statutory surplus reserve are required to be at least 10 % of the after-tax net income determined in accordance with PRC GAAP until the reserve is equal to 50 % of the entity’s registered capital. Appropriations to the discretionary surplus reserve are made at the discretion of the Board of Directors. The statutory reserve may be applied against prior year losses, if any, and may be used for general business expansion and production or increase in registered capital, but are not distributable as cash dividends. The Company did not make any appropriation to statutory reserve for Avalon Shanghai during the years ended December 31, 2025 and 2024 as it incurred net loss in the periods. As of both June 30, 2026 and December 31, 2025, the restricted amount as determined pursuant to PRC statutory laws totaled $ 6,578 . Relevant PRC laws and regulations restrict the Company’s PRC subsidiary, Avalon Shanghai, from transferring a portion of its net assets, equivalent to its statutory reserve and its share capital, to the Company’s shareholders in the form of loans, advances or cash dividends. Only PRC entity’s accumulated profit may be distributed as dividend to the Company’s shareholders without the consent of a third party. As of both June 30, 2026 and December 31, 2025, total restricted net assets amounted to $ 1,206,578 . NOTE 14 – CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY Pursuant to the requirements of Rule 12-04(a), 5-04(c) and 4-08(e)(3) of Regulation S-X, the condensed financial information of the parent company shall be filed when the restricted net assets of consolidated subsidiary exceed 25 % of consolidated net assets as of the end of the most recently completed fiscal year. For purposes of this test, restricted net assets of consolidated subsidiary shall mean that amount of the Company’s proportionate share of net assets of consolidated subsidiary (after intercompany eliminations) which as of the end of the most recent fiscal year may not be transferred to the parent company by subsidiary in the form of loans, advances or cash dividends without the consent of a third party. The Company performed a test on the restricted net assets of consolidated subsidiary in accordance with such requirement and concluded that it was not applicable to the Company as the restricted net assets of the Company’s PRC subsidiary did not exceed 25 % of the consolidated net assets of the Company, therefore, the condensed financial statements for the parent company have not been required. 29 CHANGE AGENTS CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 15 - CONCENTRATIONS Suppliers No supplier accounted for 10% or more of the Company’s purchase during the three and six months ended June 30, 2026 and 2025. NOTE 16 – COMMITMENTS AND CONTINGENCIES Litigation From time to time, the Company is subject to ordinary routine litigation incidental to its normal business operations. The Company is not currently a party to, and its property is not subject to, any material legal proceedings, except as set forth below. On October 28, 2019, Research Institute at Nationwide Children’s Hospital (“Research Institute”) filed a Complaint in the United States District Court for the Southern District of Ohio Eastern Division against Dr. Zhou, Li Chen, the Company and Genexosome with various claims against the Company and Genexosome including misappropriation of trade secrets in violation of the Defend Trade Secrets Act of 2016 and violation of Ohio Uniform Trade Secrets Act. The Company, Genexosome and the Research Institute entered into a Settlement Agreement dated June 7, 2022 (the “Settlement Date”) whereby the Company agreed to pay the Research Institute $ 450,000 on each of the sixty-day, one year and two-year anniversaries of the Settlement Date. In addition, the Company agreed to pay the Research Institute 30 % of the Company’s initial pre-tax profit of $ 3,333,333 , 20 % of the Company’s second pre-tax profit of $ 3,333,333 and 10 % of the Company’s third pre-tax profit of $ 3,333,333 . The parties provided a mutual release as well. As of both June 30, 2026 and December 31, 2025, the accrued litigation settlement amounted to $ 363,450 . Operating Leases Commitment The Company is a party to leases for office space. These lease agreements expire through February 2029. Rent expense under all operating leases amounted to approximately $ 43,000 and $ 59,000 for the six months ended June 30, 2026 and 2025, respectively. Supplemental cash flow information related to leases for the six months ended June 30, 2026 and 2025 is as follows: Six Months Ended June 30, 2026 2025 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows paid for operating lease $ 38,000 $ 45,563 Right-of-use assets obtained in exchange for lease obligation: Operating lease $ 169,743 $ 127,486 The following table summarizes the lease term and discount rate for the Company’s operating leases as of June 30, 2026: Operating Lease Weighted average remaining lease term (in years) 2.09 Weighted average discount rate 12.0 % 30 CHANGE AGENTS CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 16 – COMMITMENTS AND CONTINGENCIES (continued) Operating Leases Commitment (continued) The following table summarizes the maturity of lease liabilities under operating leases as of June 30, 2026: For the Twelve-month Period Ending June 30: Operating Lease 2027 $ 101,000 2028 51,000 2029 8,000 2030 and thereafter - Total lease payments 160,000 Amount of lease payments representing interest ( 13,945 ) Total present value of operating lease liabilities $ 146,055 Current portion $ 89,831 Long-term portion 56,224 Total $ 146,055 NOTE 17 – SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements . Series F Convertible Preferred Stock On July 2, 2026, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock with the Secretary of State of the State of Delaware, designating 5,000 shares of the Company’s authorized preferred stock as Series F Convertible Preferred Stock, par value $ 0.0001 per share (the “Series F Preferred Stock”). The material terms of the Series F Preferred Stock are summarized below. Stated Value and Ranking. Each share of Series F Preferred Stock has a stated value of $ 1,000 . The Series F Preferred Stock ranks (i) senior to the Company’s common stock and any other class or series of capital stock hereafter created that by its terms ranks junior to the Series F Preferred Stock, and (ii) junior to any other class or series of capital stock of the Company. Dividends. No dividends are payable on the Series F Preferred Stock, except for stock dividends or distributions for which adjustments are made to the conversion price. Voting Rights. Holders of Series F Preferred Stock have no voting power except as otherwise required by the Delaware General Corporation Law. However, for so long as any shares of Series F Preferred Stock are outstanding, the Company may not, without the affirmative vote of the holders of a majority of the then outstanding shares of Series F Preferred Stock, voting as a separate class, (a) alter or change adversely the powers, preferences or rights of the Series F Preferred Stock, (b) increase the number of authorized shares of Series F Preferred Stock, or (c) enter into any agreement with respect to any of the foregoing. Liquidation Preference. Upon any liquidation, dissolution or winding-up of the Company, holders of Series F Preferred Stock are entitled to receive, prior to any distribution to holders of common stock, an amount equal to 100 % of the stated value per share. Conversion Rights. Each share of Series F Preferred Stock is convertible, at the option of the holder, at any time after the Shareholder Approval is obtained, into shares of common stock at a conversion price of $ 0.50 per share, subject to adjustment. No fractional shares of common stock will be issued upon conversion; in lieu thereof, the Company will pay cash or round up to the next whole share, at the Company’s option. The conversion of the Series F Preferred Stock is subject to a beneficial ownership limitation of 4.99 % of the outstanding shares of common stock. The Company is not required to issue any shares of common stock upon conversion of the Series F Preferred Stock until the Shareholder Approval is obtained. 31 CHANGE AGENTS CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 17 – SUBSEQUENT EVENTS (continued) Series F Convertible Preferred Stock (continued) Anti-Dilution Adjustments . The conversion price is subject to proportional adjustment in the event of stock dividends, stock splits, reverse stock splits, combinations, reclassifications and similar events. In the event of any recapitalization, reorganization, consolidation, merger or sale of all or substantially all of the Company’s assets, holders of Series F Preferred Stock will be entitled to receive, upon conversion, the same kind and amount of stock, securities or other assets or property that holders of common stock would receive in connection with such transaction. Mandatory Redemption . The Company is required to redeem 25 % of the then outstanding shares of Series F Preferred Stock on each of October 1, 2026, November 1, 2026, December 1, 2026 and January 1, 2027, at a redemption price per share equal to 125 % of the stated value. A holder may elect to convert shares subject to mandatory redemption into shares of common stock at any time prior to the applicable mandatory redemption date, and any shares so converted will reduce the number of shares subject to redemption on such date on a share-for-share basis. On June 30, 2026, the Company entered into a securities purchase agreement with Allen O. Cage Jr., an individual accredited investor (the “Investor”), pursuant to which the Company agreed to issue and sell to the Investor (i) 400 shares of the Company’s Series F Preferred Stock, and (ii) 200,000 shares of the Company’s common stock as additional consideration for the Investor’s purchase of the Series F Preferred Stock, for an aggregate purchase price of $ 400,000 . The transaction closed on July 2, 2026. Cashless Exercise of Pre-funded Warrants In July 2026, the Company issued 145,000 shares of its common stock upon cashless exercise of pre-funded warrants. Cash Exercise of Pre-funded Warrants In July 2026, the Company issued 2,216,000 shares of its common stock upon the cash exercise of outstanding pre-funded warrants for aggregate proceeds of $ 222 . Common Shares Issued as Commitment Fee In July 2026, the Company issued 200,000 shares of its common stock as commitment fee for the purchase of Series F Convertible Preferred Stock. In July 2026, the Company issued 360,000 shares of its common stock as business loan commitment fee. On August 13, 2026, the Company issued 300,000 shares of its common stock as a loan commitment fee for the $ 250,000 promissory note issued to FirstFire Opportunities Fund, LLC on August 13, 2026. Common Shares Issued for Services During the period from July 1, 2026 through August 10, 2026, the Company issued a total of 2,375,000 shares of its common stock for services rendered and to be rendered. Common Shares Issued for Series E Convertible Preferred Stock Conversion On August 5, 2026, the Company issued an aggregate of 673,480 share of its common stock upon conversion of 1,010.22 shares of its Series E Convertible Preferred Stock. Name Change On July 17, 2026, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended with the Secretary of State of the State of Delaware to change the name of the Company from “Avalon GloboCare Corp.” to “Change Agents Corporation” effective as of July 20, 2026 (the “Name Change”). In connection with the Name Change, the Company’s trading symbol for its common stock began trading on The Nasdaq Capital Market on July 22, 2026 under the symbol “CHGA”. 32 CHANGE AGENTS CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 17 – SUBSEQUENT EVENTS (continued) Equity Purchase Agreement On July 22, 2026, the Company entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Hudson Global Ventures, LLC, a Nevada limited liability company (the “Investor”). Pursuant to the Purchase Agreement, upon the terms and subject to the conditions set forth therein, the Company may, from time to time during the Commitment Period, in its sole discretion, require the Investor to purchase shares of the Company’s common stock, par value $ 0.0001 per shares (“Common Stock”) having an aggregate purchase price of up to $ 10,000,000 at a fixed purchase price per share of $ 0.30 . The Commitment Period ends on the earliest of (i) the date on which the Investor has purchased shares equal to the $ 10,000,000 maximum commitment amount, (ii) 36 months after the date of the Purchase Agreement, (iii) written notice of termination by the Company to the Investor, subject to certain limitations, and (iv) certain bankruptcy-related events. In connection with the Purchase Agreement, the Company issued to the Investor a common stock purchase warrant (the “Warrant”) to purchase up to 925,925 shares of Common Stock at an exercise price of $ 0.01 per share, subject to adjustment as provided in the Warrant. The Warrant is exercisable at any time following stockholder approval of the shares issuable upon exercise of the Warrant (the “Stockholder Approval Date”) until 5:00 p.m. Eastern time on the date that is five years after the Stockholder Approval Date, subject to the terms and limitations set forth therein, including a 4.99 % beneficial ownership limitation. Business Loan and Security Agreement On July 24, 2026, the Company entered into a Business Loan and Security Agreement (the “Business Loan Agreement”) with a commercial funding source (the “Lender”), pursuant to which the Company obtained a loan from the Lender in the principal amount of $ 825,000 (the “Business Loan”), with net proceeds to the Company of $ 254,350 , following the payment of an administration fee of $ 41,250 and repayment in full of the current loan from Agile Lending in the amount of $ 529,400 , with a total repayment amount of $ 1,188,000 , including interest charges of $ 363,000 (assuming all payments are made on time and the July 2026 Loan is not prepaid) repayable in 32 weekly installments of $ 37,125 with a maturity date of July 29, 2026 . Pursuant to the Business Loan Agreement, the Company granted the Lender a continuing security interest in certain collateral (as defined in the Business Loan Agreement). In connection with the Business Loan, the Company issued Lender a Confessed Judgement Secured Promissory Note (the “Secured Note”) dated July 24, 2026 in the amount 825,000 with a maturity date of February 19, 2027 . Forbearance Letter Agreement On July 24, 2026, the Company entered into a Forbearance Letter Agreement with Agile Lending LLC under which it agreed to issue 360,000 shares of its common stock (the “Forbearance Shares”) in consideration of Agile Lending’s agreement to forbear the July 2026 payment and to not under the March 2026 Business Loan and Security Agreement between the Company and Agile Lending. The Company granted Agile Lending piggyback registration rights with respect to the Forbearance Shares. Original Issue Discount Promissory Note issued to FirstFire Opportunities Fund, LLC On August 13, 2026, the Company issued promissory note to FirstFire Opportunities Fund, LLC (“FirstFIre”) in the principal amount of $ 250,000 (inclusive of a $ 50,000 original issuance discount) (the “FirstFire Note”) for gross proceeds of $ 200,000 . The Company intends to use the $ 144,000 of the net proceeds of the FirstFire Note to repay that certain 7 % promissory note in the original principal amount of $ 233,910 issued to anquish Funding Group Inc. and the remainder for working capital and general corporate purposes. The FirstFire Note matures on February 13, 2027 and has a one-time interest charge equal to 18.75 % of the principal amount, or $ 46,875,000 , payable in cash. Any principal or accrued but unpaid interest on the FirstFire Note which is not paid when due shall accrue interest at a rate of 10 % per annum (the “Default Interest”). The principal amount of the FirstFire Note together with accrued but unpaid interest shall be paid as follows: (i) $ 62,500 shall be paid on each of November 13, 2026, and December 13 2026, and January 13, 2027 and (ii) the total remaining balance of the FirstFire Note shall be paid on February 13, 2027. The Company granted FirstFire a “most-favored nations” provision with respect to the issuance of any debt that is not convertible into common stock of the Company (or amends any non-convertible debt that was issued before the Issue Date). In addition, the Company agreed to use 25 % of the net proceeds from an issuance of equity or debt or sale of assets to repay amounts outstanding under the FirstFire Note. In addition, if, at any time on or after the issue date of the FirstFire Note, and prior to the full repayment, the Companyr or any of its subsidiaries (the “Subsidiaries”) receives cash proceeds from the issuance of equity or debt or the sale of assets (including but not limited to real property) by the Company or any of the Borrower’s Subsidiaries, the FirstFIre shall have the right in its sole discretion to require the Company or the Subsidiaries to immediately apply up to 12.5 % of such proceeds (net of outstanding legal fees of the Borrower, underwriter or broker-dealer expense and legal fee reimbursements, outstanding auditor fees of the Borrower, outstanding transfer agent fees of the Borrower, and fees of the SEC and FINRA in connection with such transaction, in each case if applicable) to repay all or any portion of the outstanding Principal Amount and interest (including any Default Interest) then due under this Note. 33