Form 8-K
8-K — Stewards, Inc.
Accession: 0001663577-26-000303
Filed: 2026-09-22
Period: 2026-09-21
CIK: 0001795851
SIC: 6153 (SHORT-TERM BUSINESS CREDIT INSTITUTIONS)
Item: Entry into a Material Definitive Agreement
Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item: Financial Statements and Exhibits
Documents
8-K — swrd_8k092126.htm (Primary)
EX-10.1 — AMENDMENT NO. 2 TO PROMISSORY NOTE, EFFECTIVE AS OF SEPTEMBER 1, 2026, BY AND BETWEEN STEWARDS, INC. AND FAVO HOLDINGS, LLC (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
1.01 Entry into a Material Definitive Agreement
On
September 21, 2026, Stewards, Inc. (the “Company”) entered into Amendment No. 2 to Promissory Note (the “Amendment”),
effective as of September 1, 2026, with FAVO Holdings, LLC (the “Holder”).
The
Amendment further amends the Promissory Note dated June 1, 2023, in the original principal amount of $4,700,000 (the “Original
Note”), as amended by Amendment No. 1 to Promissory Note effective as of June 1, 2026 (the “First Amendment,” and together
with the Original Note, the “Note”). Under the First Amendment, the final installment of principal in the amount of $1,600,000
(the “Final Installment”), together with accrued interest, was due and payable on September 1, 2026. The Final Installment
remains outstanding.
The
Holder is a related party owned 65% by Vincent Napolitano, the Company's Chairman Emeritus and former Chief Executive Officer, and 35%
by Shaun Quin, the Company's Chief Executive Officer and a director. Mr. Quin recused himself from the Board’s deliberation and
vote on the Amendment. The Amendment was approved by the disinterested members of the Board.
Pursuant
to the Amendment:
•
The maturity date of the Final Installment was extended from September 1, 2026 to October 15, 2026 (the “Extended Maturity Date”).
•
The outstanding principal of $1,600,000 continues to bear simple interest at the rate of ten percent (10%) per annum for the period from
September 1, 2026 through October 15, 2026, computed on a consistent straight-line basis per month and aggregating $20,000. The $20,000
is due on the Extended Maturity Date together with the Final Installment and any other accrued and unpaid interest then outstanding.
Previously accrued unpaid interest under the Note and the First Amendment remains outstanding and is also due on the Extended Maturity
Date.
•
The fifteen percent (15%) per annum default interest rate under the Original Note is waived solely for the period from June 1, 2026 through
October 15, 2026, including any failure to pay the Final Installment on May 31, 2026 or September 1, 2026. If the Company fails to pay
the Final Installment and all accrued and unpaid interest in full on October 15, 2026, the waiver ceases to apply as of that date and
the fifteen percent (15%) default interest rate is reinstated on all amounts then outstanding from and after October 15, 2026 until paid.
•
Payments continue to be applied first to accrued and unpaid interest and then to principal. Except as specifically amended, the Note
remains in full force and effect.
The
foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text
of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The
information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
Exhibit
No.
Description
10.1
Amendment No. 2 to Promissory Note, effective as of September 1, 2026, by and between Stewards, Inc. and FAVO Holdings, LLC.
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document).
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 21, 2026
3
EX-10.1 — AMENDMENT NO. 2 TO PROMISSORY NOTE, EFFECTIVE AS OF SEPTEMBER 1, 2026, BY AND BETWEEN STEWARDS, INC. AND FAVO HOLDINGS, LLC
EX-10.1
Filename: ex10_1.htm · Sequence: 5
STEWARDS INC.
AMENDMENT
NO. 2 TO PROMISSORY NOTE
THIS AMENDMENT NO. 2 (this
“Amendment”) to that certain Promissory Note dated June 1, 2023 in the original principal amount of US $4,700,000 (the “Original
Note”), as amended by that certain Amendment No. 1 to Promissory Note dated June 1, 2026 (the “First Amendment,” and
together with the Original Note, the “Note”), by and between Stewards Inc., a Nevada corporation formerly known as Favo Capital,
Inc. (the “Company” or “Maker”), and FAVO Holdings, LLC (the “Holder”), is entered into as of September
1, 2026 (the “Effective Date”). Capitalized terms used but not defined herein have the meanings given in the Note.
RECITALS
A.
Under the Note, the final installment of principal in the amount of $1,600,000 (the “Final
Installment”), together with accrued interest at 6.0% per annum through May 31, 2026 and at 10.0% per annum thereafter pursuant
to the First Amendment, was due and payable on September 1, 2026. Interest is computed on the basis of a 365-day or 366-day year, as applicable,
and actual days elapsed. The Final Installment is held by the Holder, which is owned 65% by Vincent Napolitano and 35% by Shaun Quin.
B.
The Final Installment remains outstanding. The Company and the Holder desire to further extend
its maturity to October 15, 2026 and to continue the interest rate applicable from June 1, 2026, as set out herein, in order to bring
the obligation into compliance and provide for its orderly repayment. The parties intend to keep this a simple amendment of the Note.
C.
Section 11(d) of the Original Note provides that the Original Note may not be modified or amended
except in a writing executed by the party to be charged, and Section 13 of the Original Note expressly authorizes renewals, extensions
and modifications of the terms of payment thereunder. This Amendment constitutes such a writing and is executed by the Company and the
Holder.
AGREEMENT
NOW, THEREFORE, in consideration
of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties
agree as follows:
1.
Amendment of Maturity.
Section 2(a) of the Original
Note, as amended by the First Amendment, is hereby further amended so that the Final Installment of principal in the amount of $1,600,000,
previously due and payable on September 1, 2026, shall instead be due and payable in full on October 15, 2026 (the “Extended Maturity
Date”).
2.
Interest Rate.
The outstanding principal
of $1,600,000 shall continue to bear simple interest at the rate of ten percent (10%) per annum, computed on a consistent straight-line
basis per month, for the period from September 1, 2026 through October 15, 2026, aggregating Twenty Thousand Dollars ($20,000.00), which
shall be due and payable on the Extended Maturity Date together with the Final Installment and any other accrued and unpaid interest then
outstanding.
3.
Limited Waiver of Default Interest Rate.
The fifteen percent (15%)
per annum default interest rate set forth in Section 6(a) of the Original Note is hereby waived solely with respect to the period from
June 1, 2026 through October 15, 2026 (the “Extension Period”), including with respect to any failure to pay the Final Installment
on May 31, 2026 or September 1, 2026. During the Extension Period, no default interest shall accrue, and the outstanding principal shall
bear interest solely at the ten percent (10%) per annum rate set forth in Section 2 above. This limited waiver does not otherwise modify,
supersede, or terminate Section 6(a) of the Original Note, which shall remain in full force and effect. If the Company fails to pay the
Final Installment, together with all accrued and unpaid interest, in full on the Extended Maturity Date (October 15, 2026), then the waiver
set forth in this Section 3 shall cease to apply as of October 15, 2026, and the fifteen percent (15%) per annum default interest rate
under Section 6(a) of the Original Note shall be reinstated and enforceable in full on all amounts then outstanding from and after October
15, 2026 until paid, in addition to all other rights and remedies of the Holder under the Original Note. The parties acknowledge and agree
that any Event of Default arising solely from the failure to pay the Final Installment on May 31, 2026 or September 1, 2026 is hereby
waived, such waiver being conditioned upon payment of all amounts due in full on the Extended Maturity Date.
4.
Application of Payments.
Consistent with Section
2(c) of the Original Note, all payments shall be applied first to accrued and unpaid interest and then to principal.
5.
Amendment of Other Provisions.
Wherever necessary, all
other terms of the Note are hereby amended to be consistent with the terms of this Amendment. Except as specifically set forth herein,
the Note shall remain in full force and effect.
6.
Representations and Warranties.
(a)
The Company represents and warrants that after giving effect to this Amendment (including the waiver
and cure set forth in Section 3), no Event of Default has occurred and is continuing under the Note, (ii) the execution and delivery of
this Amendment have been duly authorized by all necessary corporate action, and (iii) this Amendment constitutes the legal, valid and
binding obligation of the Company, enforceable in accordance with its terms.
(b)
The Holder represents and warrants that it is the holder of the Note, that it has full power and
authority to enter into this Amendment, and that no consent of any third party is required for the Holder to do so.
7.
Governing Law; Venue.
This Amendment shall be
governed by and construed in accordance with the internal substantive laws of the State of Nevada, without regard to conflict of law principles.
The exclusive venue of any action arising under or in connection with this Amendment shall be the state or federal courts located in Clark
County, Nevada.
2
8.
Counterparts; Electronic Signatures.
This Amendment may be executed
in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery
of an executed counterpart by facsimile, email, or electronic signature (e.g., DocuSign) shall be as effective as delivery of an original
executed counterpart.
9.
Entire Agreement.
This Amendment, together with
the Note, constitutes the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements
and understandings, written or oral, including any prior separate extension arrangements with respect to portions of the Final Installment.
IN WITNESS WHEREOF, the undersigned
have executed this Amendment as of the Effective Date.
COMPANY:
Stewards Inc.
/s/ Katy Murless
Signature
Print Name: Katy Murless
Title: Chief Financial Officer Date: 9/21/2026
(To be signed by a duly authorized officer of the Company.)
HOLDER:
FAVO Holdings, LLC
By its members / owners:
Vincent Napolitano - Member (65%)
/s/ Vincent
Napolitano
Signature
Date:
9/18/2026
Shaun Quin - Member (35%)
/s/ Shaun Quin
Signature
Date:
9/18/2026
3
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