trak20260603

trak20260603_8k.htm

UNITED STATES

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): March 29, 2026

REPOSITRAK, INC.

(Exact name of Registrant as specified in its Charter)

Nevada	001-34941	37-1454128
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

5282 South Commerce Drive, Suite D292, Murray, Utah 84107

(Address of principal executive offices)

(435) 645-2000

(Registrant’s Telephone Number)

Not Applicable

(Former name or 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 (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 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 exchange on which registered
Common stock, par value $0.01 per share	TRAK	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)

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. ☐

Item 8.01 Other Events.

On March 29, 2026, ReposiTrak, Inc. (the “Company”) entered into an amendment (the “Amendment”) to that certain Services Agreement dated March 13, 2026 (the “Agreement”) by and between the Company and SPAR Group, Inc. (the “Client”), which Agreement was entered into in the ordinary course of business. Under the terms of the Agreement, the Company agreed to provide certain services the (“Services”) to the Client for a one-year term beginning March 13, 2026. In accordance with the terms of the Agreement, the Client was to pay the Company in cash for the Services provided thereunder.

Under the terms of the Amendment, the Company can elect to receive payment for the Services in cash, shares of common stock, par value $0.01 per share, of the Client (“Client Stock”), or a combination thereof. Any issuance of Client Stock pursuant to the Amendment shall be valued based upon the volume weighted average price (“VWAP”) of Client Stock for the five (5) trading days immediately preceding the applicable issuance date.

On May 29, 2026, the Company elected to receive payment of the outstanding balance owed to the Company under the Amendment in shares of Client Stock, resulting in the issuance by Client to the Company of 3,190,569 shares of Client Stock at a deemed value of $0.728710119 per share, in consideration of the payment of $2,325,000 otherwise payable to the Company under the terms of the Agreement.

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, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations and involve risks and uncertainties. Actual results may differ materially from those expressed or implied in the forward-looking statements. Factors that could cause actual results to differ are described in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update these statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Amendment No. 1 to Services Agreement between ReposiTrak, Inc. and SPAR Group, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	REPOSITRAK, INC.

Date: June 3, 2026	/s/ John Merrill
	John Merrill
	Chief Financial Officer

Exhibit 10.1

AMENDMENT NO. 1 TO SERVICES AGREEMENT

This Amendment No. 1 to Services Agreement (this “Amendment”) is entered into as of May 29, 2026 (the “Effective Date”), by and between ReposiTrak, Inc. (the “Company”) and SPAR Group, Inc. (“Client”).

RECITALS

WHEREAS, the Company and Client previously entered into that certain Services Agreement dated as of March 13, 2026 (the “Services Agreement”);

WHEREAS, pursuant to the Services Agreement, the Company has provided services to Client with an aggregate contract value of Two Million Three Hundred Twenty-Five Thousand Dollars ($2,325,000) (the “Services Amount”);

WHEREAS, the parties desire to amend the Services Agreement to permit the Company, at the election of the Company, to accept payment of the Services Amount in cash, shares of common stock of Client, or a combination thereof;

WHEREAS, the Services Agreement and this Amendment were entered into in the ordinary course of business between the parties; and

WHEREAS, the parties acknowledge and agree that the transactions contemplated by this Amendment are not intended to constitute a financing transaction.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Amendment to Payment Provisions

Effective as of the Effective Date, the Services Agreement is hereby amended by adding the following provision:

Company Election to Accept Cash or Client Stock

Notwithstanding anything contained in the Services Agreement to the contrary, the Company shall have the right, at the election of the Company, to require that any amounts payable by Client under the Services Agreement, including the Services Amount of $2,325,000, be satisfied through:

payment in cash;

issuance of shares of common stock of Client (“Client Common Stock”); or

a combination of cash and Client Common Stock.

Any issuance of Client Common Stock pursuant to this Amendment shall be valued based upon the volume weighted average price (“VWAP”) of Client Common Stock for the five (5) trading days immediately preceding the applicable issuance date.

The Company’s determination regarding the form of payment shall be final and binding and may be exercised at any time prior to settlement of the applicable amounts due under the Services Agreement.

The parties acknowledge and agree that any issuance of Client Common Stock pursuant to this Amendment is intended solely as an alternative form of settlement of a bona fide commercial payable arising from services rendered under the Services Agreement and is not intended to constitute compensation for employee or director services.

2. Issuance Mechanics

If the Company elects to accept Client Common Stock as payment for all or any portion of the Services Amount, Client shall issue such shares within ten (10) days following written notice from the Company.

If Client fails to timely issue shares in accordance with this Amendment, the applicable obligation shall automatically revert to a cash payment obligation immediately due and payable. Any unpaid cash amounts shall accrue interest at the lesser of (i) 12% per annum or (ii) the maximum rate permitted by law.

The Company’s written notice shall specify:

●

the portion of the Services Amount to be satisfied in stock;

●

the applicable valuation methodology; and

●

the number of shares to be issued.

Client shall take all corporate actions necessary to authorize, reserve, and issue such shares. Client shall use commercially reasonable efforts to maintain sufficient authorized shares available for issuance.

Any issuance of Client Common Stock shall be subject to approval by the Board of Directors of Client to the extent required by applicable law, the rules of Nasdaq, Inc., or Client’s organizational documents.

Notwithstanding anything herein to the contrary, no issuance of Client Common Stock shall be required to the extent such issuance would require shareholder approval under applicable Nasdaq rules unless and until such approval has been obtained.

In no event shall the aggregate number of shares issued pursuant to this Amendment exceed 19.99% of the outstanding shares of Client Common Stock as of the Effective Date without prior shareholder approval in accordance with applicable Nasdaq rules.

Client shall not be required to issue shares in excess of its legally available authorized shares of common stock.

Any shares issued pursuant to this Amendment shall be duly authorized, validly issued, fully paid, and non-assessable.

No fractional shares shall be issued pursuant to this Amendment, and any fractional share amounts shall be settled in cash.

3. Securities Law Compliance

The parties acknowledge and agree that any issuance of Client Common Stock pursuant to this Amendment shall be made in reliance upon available exemptions from registration under the Securities Act of 1933, as amended, and applicable state securities laws, and shall be subject to applicable corporate approvals and compliance with the rules and regulations of the U.S. Securities and Exchange Commission.

Any shares issued pursuant to this Amendment shall constitute restricted securities and may bear customary restrictive legends unless registered under an effective registration statement.

4. Reservation of Rights

Nothing contained herein shall obligate the Company to accept Client Common Stock in lieu of cash payment. The election to accept stock consideration shall remain entirely within the discretion of the Company.

5. No Partnership or Joint Venture

Nothing contained in this Amendment or the Services Agreement, and no actions taken by the parties pursuant hereto or thereto, shall be deemed or construed to create a partnership, joint venture, fiduciary relationship, agency relationship, or other similar relationship between the parties. The relationship of the parties shall remain solely that of independent contracting parties. Neither party shall have the authority to bind or obligate the other party in any manner except as expressly set forth herein.

6. No Other Amendments

Except as expressly modified by this Amendment, all terms and conditions of the Services Agreement shall remain unchanged and in full force and effect.

7. Governing Law

This Amendment shall be governed by and construed in accordance with the laws of the State of Utah, without regard to conflicts of law principles.

8. Counterparts; Electronic Signatures

This Amendment may be executed in counterparts, including by electronic signature and PDF transmission, each of which shall be deemed an original and all of which together shall constitute one instrument.

SIGNATURES

COMPANY:

ReposiTrak, Inc.

By: ___________________________
Name: John Merrill
Title: Chief Financial Officer
Date: May 29, 2026

CLIENT:

SPAR Group, Inc.

By: ___________________________
Name: William Linnane
Title: President & CEO
Date: May 29, 2026