Stewards, Inc.
Filed Nov 17, 2025.
View on SEC.govAbout this filing
A company's registration of shares for sale to the public, often for a first offering. It describes the business, its risks and how the company plans to use the money.
period unavailable · Filed Nov 17, 2025
Contents
Cover page
Show cover page
As filed with the Securities and Exchange Commission on November 17, 2025.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
**STEWARDS, INC. **
(Exact name of registrant as specified in its charter)
| Nevada | 6159 | 88-0436017 |
|---|---|---|
| (State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code 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 code1.833.328.6477
Spring Valley Solutions, LLC
3651 Lindell Rd Ste D121
Las Vegas, NV, 89103, USA
T: (702) 982-5686
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
Scott Doney, Esq. The Doney Law Firm 3651 Lindell Rd Ste D121 Las Vegas, NV 89103 (702) 982-5686
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement is declared effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated Filer | ☒ | Smaller reporting company | ☒ |
| 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 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell, nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY PROSPECTUS
SUBJECT TO COMPLETION DATED NOVEMBER 17, 2025
20,621,250 Shares of Common Stock
This prospectus relates to the resale of up to 20,621,250 shares of common stock, par value $0.0001 per share, of Stewards, Inc . (formerly known as Favo Capital, Inc.) (the “Company,” “we,” “us,” or “our”) by the selling stockholders named in this prospectus. These shares were issued to the selling stockholders pursuant to a Securities Purchase Agreement, in connection with a private placement that closed on December 12, 2024, and July 30, 2025. The shares include 9,750,000 shares of common stock issued in the private placement and an additional 487,500 shares issued as a registration delay payment, as well as 10,383,750 shares issuable upon the exercise of warrants and pre-funded warrants issued in the same private placement.
The selling stockholders may sell the shares from time to time at the market price prevailing at the time of sale, at prices related to such prevailing market prices, or in negotiated transactions or a combination of such methods. See “Plan of Distribution” for a more complete description of the ways in which the shares of common stock may be sold. We will not receive any proceeds from the sales of these shares by the selling stockholders. However, we may receive proceeds from the exercise of the warrants and pre-funded warrants if they are exercised for cash.
Our common stock is currently quoted on the OTC Pink Market operated by OTC Markets Group Inc. under the symbol “SWRD.” On November 14, 2025, the closing price of our common stock on the OTC Pink Market was $7.00 per share. In connection with this offering, we have applied to list our common stock on the Nasdaq Capital Market (“Nasdaq”). We will proceed with this offering even if we are not listed on Nasdaq. No assurance can be given that our Nasdaq listing application will be approved or that the trading prices of our common stock on the OTC Pink Market will be indicative of the prices if our common stock were traded on the Nasdaq Capital Market.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is November 17, 2025.
TABLE OF CONTENTS
| ABOUT THIS PROSPECTUS | 1 | |
|---|---|---|
| INDUSTRY AND MARKET DATA | 1 | |
| TRADEMARKS | 1 | |
| CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS | 2 | |
| PROSPECTUS SUMMARY | 3 | |
| RISK FACTORS | 36 | |
| USE OF PROCEEDS | 78 | |
| MARKET FOR OUR COMMON STOCK | 78 | |
| DESCRIPTION OF THE BUSINESS | 79 | |
| MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 97 | |
| MANAGEMENT AND BOARD OF DIRECTORS | 107 | |
| EXECUTIVE AND DIRECTOR COMPENSATION | 113 | |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 118 | |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 119 | |
| DESCRIPTION OF CAPITAL STOCK | 121 | |
| SELLING STOCKHOLDERS | 125 | |
| PLAN OF DISTRIBUTION | 127 | |
| EXPERTS | 128 | |
| LEGAL MATTERS | 128 | |
| WHERE YOU CAN FIND MORE INFORMATION | 129 | |
| INDEX TO FINANCIAL STATEMENTS | 130 |
i
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.