8-KFiled Aug 6, 8:00 PM ET

Stewards, Inc. Amends Promissory Note; Adopts Amended Bylaws

$SWRD · Stewards, Inc.

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Stewards, Inc. Amends Promissory Note; Adopts Amended Bylaws

What Happened
Stewards, Inc. announced an amendment to a Promissory Note with FAVO Holdings, LLC and, separately, adopted Amended and Restated Bylaws. The Amendment (entered August 5, 2026, effective June 1, 2026) extends the maturity of a final $1,600,000 principal installment from May 31, 2026 to September 1, 2026 and sets the June–September 2026 interest at 10% per annum (simple), totaling $40,000 for that period. The Amendment waives the 15% default interest rate only for June 1–September 1, 2026, but reinstates it if payment is not made in full on September 1, 2026. FAVO Holdings is 65% owned by Vincent Napolitano and 35% by Shaun Quin, Stewards’ CEO and director; Quin recused himself and the disinterested directors approved the deal.

Key Details

  • Promissory Note: original note dated June 1, 2023; final installment $1,600,000.
  • Amendment effective date: June 1, 2026; entered August 5, 2026; new maturity: September 1, 2026.
  • Interest: 10% per annum simple on $1.6M for June 1–September 1, 2026 = $40,000 due at maturity; 15% default interest waived only for that period.
  • Governance: Amended and Restated Bylaws adopted August 6, 2026 — changes include majority voting for uncontested director elections with related resignation policy, remote/hybrid shareholder meetings, advance notice procedures for nominations, electronic notice, issuance of uncertificated shares, and exclusive forum provisions (Nevada courts and federal district courts for Securities Act claims).

Why It Matters
The note amendment gives Stewards a short-term cash-flow extension until Sept. 1, 2026 but increases interest expense for that interval; failure to pay then could trigger a higher 15% default rate. The lender’s partial ownership by the CEO makes this a related-party transaction (the CEO recused and disinterested directors approved). The new bylaws change shareholder procedures and corporate governance (voting standards, nomination rules, forum selection and ability to hold remote meetings), which can affect shareholder rights and how future disputes or elections are handled.