{"url_path":"/sec/albt/8-k/2026-07-02/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sale of Equity Securities.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-02","source_url":"https://www.sec.gov/Archives/edgar/data/1630212/0001213900-26-075090-index.html","accession_number":"0001213900-26-075090","cik":"0001630212","ticker":"ALBT","issuer_name":"Change Agents Corporation.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1630212/0001213900-26-075090-index.html","primary_entity_key":"0001630212","primary_entity_name":"Avalon GloboCare Corp."},"word_count":292,"has_tables":true,"body_markdown":"**Item 3.02 - Unregistered Sale of Equity Securities.**\n\n** **\n\nReference is made to the disclosure under Item 1.01 above relating to the issuance of each of the Series F Preferred Stock and the Commitment\nShares which is hereby incorporated in this Item 3.02 by reference.\n\n** **\n\nThe shares of Series F Preferred Stock, the shares issuable upon conversion of the Series F Preferred Stock and the Commitment Shares\nhave not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any\nstate, and are being offered and sold in reliance on the exemption from registration under the Securities Act, afforded by Section 4(a)(2)\nand/or Rule 506 promulgated thereunder.\n\n \n\nOn June 29, 2026, the\nCompany issued 150,000 restricted shares of Common Stock to a consultant of the Company in exchange for services rendered.\n\n \n\nOn June 29, 2026, the Company issued three year options (“Options”)\nto purchase 400,000 shares of Common Stock pursuant to the Plan to consultants in consideration of services rendered to the Company and\nhaving an exercise price of $0.2820 per share.\n\n \n\nOn July 1, 2026, the Company issued 200,000 shares or Common Stock in consideration a waiver. \n\n \n\nOn July 2, 2026, the\nCompany issued an aggregate 750,000 restricted shares of Common Stock to consultants of the Company in exchange for services rendered.\n\n \n\nReference is made to the disclosure of under Item 5.02 above relating\nto the issuance of the options to officers and directors which is hereby incorporated in this Item 3.02 by reference.\n\n \n\nThe securities described\nabove have not been registered under the Securities Act, or the securities laws of any state, and were offered and sold in reliance on\nthe exemption from registration under the Securities Act afforded by Section 4(a)(2) thereof."}