Form 8-K
8-K — Stewards, Inc.
Accession: 0001663577-26-000307
Filed: 2026-09-24
Period: 2026-09-21
CIK: 0001795851
SIC: 6153 (SHORT-TERM BUSINESS CREDIT INSTITUTIONS)
Item: Termination of a Material Definitive Agreement
Item: Financial Statements and Exhibits
Documents
8-K — swrd_8k092426.htm (Primary)
EX-10.1 — TERMINATION AND RELEASE AGREEMENT, DATED AS OF SEPTEMBER 21, 2026, BY AND BETWEEN STEWARDS, INC. AND ACCRETIV INVESTMENT HOLDINGS INC. (ex10_1.htm)
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): September
21, 2026
Stewards, Inc.
(Exact name of registrant as specified in its charter)
Nevada
001-43473
88-0436017
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
4300 N. University Drive Suite D-105
Lauderhill, Florida
33351
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: 1.516.419-5300
Not
Applicable
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common
Stock, par value $0.0001 per share
SWRD
The
Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. [ ]
1
Item
1.02 Termination of a Material Definitive Agreement.
On
September 21, 2026, Stewards, Inc. (the "Company") and Accretiv Investment Holdings Inc., a Georgia corporation (the "Lender"),
entered into a Termination and Release Agreement, effective as of the same date (the "Termination Agreement"), pursuant to
which the parties terminated and cancelled in their entirety (i) the Promissory Note dated as of September 2, 2026, issued by the Company
to the Lender in the original principal amount of $1,500,000 (the "Note") and (ii) the related Security Agreement dated as
of September 2, 2026 (the "Security Agreement"). The Company has no material relationship with the Lender other than in respect
of the Note, the Security Agreement, the Termination Agreement, and the financing contemplated by those agreements.
As
previously disclosed in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 4, 2026,
the Note contemplated secured, short-term bridge financing in the original principal amount of $1,500,000. If funded, the principal would
have been due on September 21, 2026, and a fixed lender return of $75,000 would have been payable on or before November 30, 2026. The
Security Agreement provided for a junior security interest in substantially all of the Company's personal property, subordinate to the
Company's existing senior liens.
The
Lender did not advance any portion of the contemplated principal, the Company did not receive any loan proceeds from the Lender, and
no funding date occurred under the Note. Accordingly, no principal is outstanding, the $75,000 lender return was not earned, no event
of default occurred, and the Company does not owe the Lender any principal, interest, default interest, liquidated damages, fee, expense,
enforcement cost, indemnity, or other amount under or in connection with the Note or the Security Agreement.
Under
the Termination Agreement, the Note and the Security Agreement are of no further force or effect. The Lender irrevocably released every
actual, asserted, contingent, or purported lien or security interest arising under or in connection with those agreements. The Lender
represented that it had not filed or authorized any UCC financing statement or similar lien record in connection with the financing.
If such a record is later identified, the Lender must take the actions required by the Termination Agreement to terminate it.
The
Company and the Lender granted mutual releases of claims arising from or relating to the Note, the Security Agreement, the contemplated
financing, and the absence of funding, subject to specified exclusions for claims arising from a breach of the Termination Agreement
or from fraud or intentional misrepresentation in connection with the Termination Agreement. The Termination Agreement does not constitute
an admission of liability, wrongdoing, or breach by either party.
The
Company incurred no early termination penalty and is not required to pay any termination fee or other amount to the Lender in connection
with the termination.
The
foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Termination Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
Description
10.1*
Termination and Release Agreement, dated as of September 21, 2026, by and between Stewards, Inc. and Accretiv Investment Holdings Inc.
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document).
*
Filed herewith.
2
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Stewards,
Inc.
/s/
Katuischia Murless
Katuischia
Murless
Chief Financial Officer
Date
September 24, 2026
3
EX-10.1 — TERMINATION AND RELEASE AGREEMENT, DATED AS OF SEPTEMBER 21, 2026, BY AND BETWEEN STEWARDS, INC. AND ACCRETIV INVESTMENT HOLDINGS INC.
EX-10.1
Filename: ex10_1.htm · Sequence: 2
Termination and
Release Agreement
This Termination
and Release Agreement (this “Agreement”) is entered into as of September 21, 2026 (the “Effective Date”) by and
between Stewards, Inc., a Nevada corporation (the “Company”), and Accretiv Investment Holdings Inc., a Georgia corporation
(the “Lender”). The Company and the Lender are referred to individually as a “Party” and together as the “Parties.”
Recitals
A.
The Company issued to the Lender a Promissory Note dated as of September 2, 2026, in the original principal amount of
$1,500,000.00 (the “Note”).
B.
The Company and the Lender entered into a Security Agreement dated as of September 2, 2026 (the “Security Agreement”),
under which the Company granted the Lender a junior security interest to secure the obligations described in the Note and the Security
Agreement.
C.
The Lender did not advance any portion of the principal described in the Note, the Company did not receive any loan
proceeds from the Lender, and no Funding Date, as defined in the Note, occurred.
D.
The Parties wish to terminate the Note and the Security Agreement, release all actual or purported security interests
arising from those documents, and settle fully all matters relating to the contemplated financing.
For good
and valuable consideration, including the mutual promises and releases in this Agreement, the receipt and sufficiency of which each Party
acknowledges, the Parties agree as follows:
1
Termination
As of
the Effective Date, the Note and the Security Agreement are terminated, cancelled, and of no further force or effect. Neither Party has
any further right, duty, commitment, or obligation under the Note or the Security Agreement, except for rights and duties created by this
Agreement.
2
No Funding and No Amounts Owed
The Lender
acknowledges and agrees that it did not advance or otherwise provide to or for the benefit of the Company any portion of the $1,500,000.00
principal amount described in the Note, whether in cash, by setoff, through payment to another person, or in any other form. No Funding
Date occurred. Accordingly, no principal is outstanding, the $75,000.00 Lender Return was not earned, and the Company does not owe the
Lender any principal, interest, default interest, liquidated damages, fee, expense, enforcement cost, indemnity, or other amount under
or in connection with the Note or the Security Agreement. The Lender further acknowledges that no Event of Default occurred under the
Note or the Security Agreement.
3
Release of Security Interests
The Lender
irrevocably releases, terminates, discharges, and relinquishes every lien and security interest, whether actual, asserted, contingent,
or purported, that the Lender may have in any property of the Company under or in connection with the Note or the Security Agreement.
The Lender shall not assert or enforce any such lien or security interest after the Effective Date.
4
Financing Statements and Other Lien Records
The Lender
represents that, as of the Effective Date, it has not filed or authorized any UCC financing statement, amendment, lien notice, control
agreement, or similar record naming the Company as debtor or purporting to cover any property of the Company in connection with the Note
or the Security Agreement. If any such record has been or is later identified, the Lender shall, within two Business Days after receiving
notice, execute and file or deliver for filing every termination statement, release, amendment, or other document necessary to terminate
it. The Lender authorizes the Company to file any such termination statement or release on the Lender’s behalf. “Business
Day” has the meaning given in the Note.
5
Cancellation and Ownership of the Note
The Lender
represents that it is the sole legal and beneficial owner of all rights under the Note and the Security Agreement and that it has not
sold, assigned, transferred, pledged, participated, or otherwise disposed of any interest in either document or any claim arising from
either document. Every original and electronic counterpart of the Note is deemed marked “CANCELLED” as of the Effective Date.
The Lender shall promptly return to the Company any original counterpart in its possession and shall not present, negotiate, transfer,
or seek to enforce the Note.
6
Mutual Releases
6.1
Lender Release. The Lender, for itself and its predecessors, successors, assigns, affiliates, and representatives, irrevocably
releases and forever discharges the Company and its current and former affiliates, directors, officers, employees, agents, representatives,
successors, and assigns from every claim, demand, action, cause of action, liability, obligation, damage, cost, and expense, whether known
or unknown, suspected or unsuspected, that arises from or relates to the Note, the Security Agreement, the contemplated financing, the
absence of funding, or any act or omission occurring on or before the Effective Date in connection with those matters.
6.2
Company Release. The Company, for itself and its predecessors, successors, assigns, affiliates, and representatives, irrevocably
releases and forever discharges the Lender and its current and former affiliates, directors, officers, employees, agents, representatives,
successors, and assigns from every claim, demand, action, cause of action, liability, obligation, damage, cost, and expense, whether known
or unknown, suspected or unsuspected, that arises from or relates to the Note, the Security Agreement, the contemplated financing, the
absence of funding, or any act or omission occurring on or before the Effective Date in connection with those matters.
6.3
Excluded Claims. The releases in this Section do not apply to a claim arising from a breach of this Agreement or from fraud
or intentional misrepresentation in connection with this Agreement.
7
No Admission
This
Agreement is a negotiated resolution of the matters described above. Neither this Agreement nor any action taken under it constitutes
an admission of liability, wrongdoing, or breach by either Party.
2
8
Authority and No Reliance
8.1
Each Party represents that it has full power and authority to enter into and perform this Agreement, that all required corporate
action has been taken, and that the person signing this Agreement on its behalf is authorized to bind it.
8.2
Each Party acknowledges that it has had the opportunity to consult independent legal counsel, has reviewed this Agreement,
and is signing it voluntarily. Each Party is relying on its own judgment and on the express representations and promises contained in
this Agreement.
9
Public Disclosure
The Lender
acknowledges that the Company is a public company and may disclose this Agreement and the transactions it describes in filings with the
Securities and Exchange Commission, securities exchange filings, press releases, and other public disclosures that the Company determines
are required or appropriate under applicable law.
10
Further Assurances
Each Party
shall execute and deliver any additional document and take any additional action reasonably requested by the other Party to carry out
this Agreement, including confirming that no amount is owed and terminating any lien record relating to the Note or the Security Agreement.
11
Governing Law and Jurisdiction
This Agreement
is governed by the laws of the State of Nevada, without regard to its conflict of laws principles. Each Party submits to the exclusive
jurisdiction of the state and federal courts located in the State of Nevada for any action arising out of or relating to this Agreement
and waives any objection to that jurisdiction or venue.
12
Waiver of Jury Trial
To the
fullest extent permitted by applicable law, each Party knowingly and voluntarily waives trial by jury in any action arising out of or
relating to this Agreement.
13
Miscellaneous
13.1
Entire Agreement. This Agreement is the entire agreement between the Parties concerning the termination of the Note and
the Security Agreement and supersedes all prior and contemporaneous discussions, communications, and agreements concerning that termination.
13.2
Amendments. An amendment or waiver of this Agreement is effective only if it is in writing and signed by both Parties. A waiver
is limited to the specific instance in which it is given.
13.3
Severability. If any provision of this Agreement is held invalid or unenforceable, it shall be enforced to the maximum lawful
extent, and the remaining provisions shall remain in effect.
13.4
Successors and Assigns. This Agreement binds and benefits the Parties and their respective successors and permitted assigns.
Neither Party may assign this Agreement without the prior written consent of the other Party.
13.5
Counterparts and Electronic Signatures. This Agreement may be signed in counterparts and
by electronic signature. Each counterpart is deemed an original, and all counterparts together constitute one instrument.
13.6
Headings. Headings are for convenience only and do not affect interpretation of this Agreement.
3
The Parties have
executed this Termination and Release Agreement through their duly authorized representatives.
STEWARDS, INC.
a Nevada corporation
By: /s/ Shaun Quin
Name: Shaun Quin
Title: Chief Executive Officer
Date: September 21, 2026
ACCRETIV INVESTMENT
HOLDINGS INC.
a Georgia corporation
By: /s/ Martin Freeman
Name: Martin Freeman
Title: Chief Executive Officer
Date: September 21, 2026
4
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