Stewards, Inc. filed a Form 8-K on November 3, 2026, disclosing that on October 28, 2026, the company entered into a securities purchase agreement with Crom Structured Opportunities Fund I, LP and issued an initial unsecured convertible promissory note in the principal amount of $6,050,000.

Key Highlights

  • Note size: The company issued a convertible promissory note with a principal amount of $6,050,000, sold at a purchase price of $5,500,000, reflecting a 10% original issue discount.
  • Total facility: The securities purchase agreement allows for up to $22,000,000 in aggregate principal across one or more tranches, for an aggregate purchase price of up to $20,000,000.
  • Interest and maturity: The note carries a one-time 10% interest charge on principal, guaranteed as of the issuance date, and matures twelve months from the date of issuance.
  • Conversion terms: Beginning January 31, 2027, the investor may convert outstanding principal and interest into common stock at 90% of the lowest daily VWAP during the five trading days prior to the conversion date, subject to a 4.99% beneficial ownership limitation.
  • Commitment Shares: The company issued 220,199 shares of common stock to the investor as additional consideration, equal to $550,000 (10% of the purchase price), based on the lowest daily VWAP during the five trading days immediately preceding October 27, 2026.
  • Placement agent compensation: E.F. Hutton & Co. received a cash fee of $440,000, expense reimbursement of $53,000, and warrants to purchase up to 121,109 shares at an exercise price of $2.498 per share, exercisable immediately and expiring October 28, 2031.
  • Intended use of proceeds: The company disclosed it intends to use net proceeds of approximately $4,937,000 to fund its proposed acquisition of PIXL, LLC and for general corporate purposes, noting that no definitive agreement has been signed and the acquisition may not be completed.

Stewards, Inc. Closes Initial Tranche of Convertible Note Offering with Crom Structured Opportunities Fund I

According to the filing, Stewards, Inc. (NASDAQ:SWRD) entered into a securities purchase agreement on October 28, 2026, with Crom Structured Opportunities Fund I, LP, described in the filing as an accredited investor. Under the agreement, the investor agreed to purchase unsecured convertible promissory notes in a private placement, with the aggregate principal amount across all tranches capped at $22,000,000 and an aggregate purchase price of up to $20,000,000. The initial note issued that same day carried a principal amount of $6,050,000 and a purchase price of $5,500,000, representing a 10% original issue discount.

The filing states that the note bears a one-time interest charge of 10% on the principal amount, which is "guaranteed and earned in full as of the date of issuance," with maturity set at twelve months from issuance. Any overdue amounts will accrue interest at the lesser of 18% per annum or the maximum permitted by law. Upon an event of default, the company would be required to pay the outstanding principal plus accrued interest multiplied by 127.5%, plus applicable costs and fees, according to the filing. The company retains the right to prepay the note in full at any time upon ten trading days' prior written notice, without premium or penalty.

The conversion right, which does not begin until January 31, 2027, allows the investor to convert principal and interest into common stock at 90% of the lowest daily VWAP over the prior five trading days, subject to full-ratchet anti-dilution adjustment. The company is required to reserve at least the greater of 7,000,000 shares or 2.5 times the number of shares issuable upon full conversion of the note. The filing also notes that 50% of the gross proceeds of any equity or equity-linked financing must be applied to repayment of outstanding notes while any note in the offering remains outstanding. The company disclosed it is negotiating a membership interest purchase agreement for the proposed PIXL, LLC acquisition but that "no definitive agreement has been signed, and the acquisition may not be completed on the expected terms or at all."

What Was Disclosed

Stewards, Inc. disclosed entry into a securities purchase agreement and the issuance of an initial $6,050,000 unsecured convertible promissory note to Crom Structured Opportunities Fund I, LP on October 28, 2026, along with associated commitment shares, placement agent fees, and intended use of net proceeds toward a proposed acquisition.