8-K

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 16, 2026

REPOSITRAK, INC.

(Exact name of Registrant as specified in its Charter)

Nevada	001-34941	37-1454128
(State or other jurisdiction of<br><br> <br>incorporation)	(Commission File No.)	(IRS Employer Identification No.)
5282 South Commerce Drive, Suite D292, Murray, Utah 84107
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(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. ☐

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Item 1.01 Entry into a Material Definitive Agreement.

On March 16, 2026 (the “Effective Date”), PC Group, Inc. (“PC Group”), a subsidiary of ReposiTrak, Inc. (the “Company”), executed and funded a Senior Unsecured Promissory Note (the “Note”) with SPAR Marketing Force, Inc. (the “Borrower”), pursuant to which PC Group provided the Borrower with a loan facility in an aggregate principal amount of up to $4,000,000. The transaction is part of a strategic commercial relationship between the Company and the Borrower.

The Note provides for funding in two tranches consisting of (i) an initial advance of $3,000,000 and (ii) an additional $1,000,000 available to be drawn beginning July 17, 2026. The Note bears interest at a rate of 8.0% per annum, payable monthly on an interest-only basis, and matures on March 16, 2029. The Borrower may prepay the Note at any time without penalty. PC Group does not have the right to accelerate repayment prior to maturity except upon the occurrence of an event of default.

SPAR Group, Inc., the parent company of the Borrower, has provided an irrevocable and unconditional guaranty of the Borrower’s obligations under the Note.

In connection with the Note, the Borrower agreed to cause SPAR Group, Inc. to issue to PC Group 1,000,000 shares of SPAR Group’s common stock at a deemed value of $0.80 per share, to be issued within thirty (30) days following execution of the Note.

The Note includes anti-dilution and price protection provisions relating to the shares of SPAR Group common stock issued in connection with the transaction, including adjustments in the event SPAR Group issues equity securities at a price below $0.80 per share during the term of the Note, as well as additional share issuances at specified times to maintain a minimum value threshold.

The Note contains customary events of default, including failure to make payments when due, bankruptcy or insolvency of the Borrower, breaches of material covenants, and failure to deliver the equity consideration. Upon an event of default, the interest rate increases to 12.0% per annum, and PC Group may accelerate all amounts due under the Note.

The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Note, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and 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<br><br> <br>Number	Description
10.1	Senior Unsecured Promissory Note by and among SPAR Marketing Force, Inc., PC Group, Inc., and SPAR Group, Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: March 20, 2026	/s/ John Merrill
	John Merrill
	Chief Financial Officer

ex_935645.htm

Exhibit 10.1

UNSECURED PROMISSORY NOTE

$4,000,000

This Senior Unsecured Promissory Note (the “Note”) is issued effective March 13, 2026

(the “Effective Date”).

Lender

PC Group, Inc.

5282 South Commerce Dr., Suite D292 Murray, Utah 84107

Attn: John Merrill, CFO

Borrower

SPAR Marketing Force, Inc. 110 East Boulevard, Suite 1600

Charlotte, NC 28203

Attn: William Linnane, President & CEO

Borrower is a subsidiary of SPAR Group, Inc., a publicly traded company.

FOR VALUE RECEIVED, SPAR Marketing Force, Inc., (“Borrower”) promises to pay to the order of PC Group, Inc. (“Lender”), the principal sum of Four Million Dollars ($4,000,000), or such lesser amount as is advanced and outstanding hereunder (the “Loan Amount”), on March 16, 2029 (the “Maturity Date”), together with interest thereon as provided in Section 2 of this Promissory Note (this “Note”).

1.	Loan Advances

The loan shall be funded in two tranches. The Initial Advance of $3,000,000 shall be made on or before March 17, 2026, with a Second Advance of $1,000,000 available for Borrower to draw on or after July 17, 2026. Borrower may draw the second tranche only once.

2.	Interest

Interest shall accrue on the outstanding Loan Amount at a rate of Eight Percent (8.0%) per annum, calculated on a 365-day year basis.

3.	Payment Terms

Borrower shall make monthly interest-only payments beginning April 17, 2026 ,and each month thereafter, on the then outstanding Loan Amount.

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4.	Maturity

The loan shall mature thirty-six (36) months from the Effective Date (the “Term”), on March 16, 2029 (the “Maturity Date”).

On the Maturity Date Borrower shall pay all outstanding principal together with accrued but unpaid interest and any other amounts due under this Note.

5.	Prepayment

Borrower may prepay this Note at any time without penalty.

Lender shall have no early call rights prior to maturity.

6.	Equity Consideration

As additional consideration for the loan, Borrower shall cause SPAR Group, Inc. to issue to Lender One Million (1,000,000) shares of unrestricted common stock (“Stock”) at a deemed value of $0.80 per share

Such shares shall be issued within thirty (30) days after execution of this Note.

Borrower represents that the shares shall be duly authorized, validly issued, fully paid and non-assessable and free of liens or restrictions other than applicable securities laws.

7.	Events of Default

The following shall constitute an Event of Default:

1.	Failure to make any payment when due.
2.	Bankruptcy or insolvency of Borrower.
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3.	Breach of any material covenant or representation in this Note.
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4.	Failure to deliver the equity consideration described above.
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8.	Default Interest
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Upon an Event of Default, interest shall accrue at the rate of Twelve Percent (12%) per annum.

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9.	Remedies

Upon the occurrence of an Event of Default, Lender may declare all amounts immediately due and payable and pursue any remedies available at law or equity.

10.	Wire Instructions

Loan proceeds shall be wired to:

Beneficiary Account Name

SPAR Group Inc

Routing Number

Account Number

Bank

SWIFT

11.	Governing Law

This Note shall be governed by the laws of the State of Utah, and venue for any dispute shall be Salt Lake County, Utah.

12.	Parent Company Guaranty

SPAR Group, Inc. ("Guarantor") hereby irrevocably and unconditionally guarantees the full and prompt payment and performance of all obligations of Borrower under this Note.

This guaranty is a continuing, absolute, and unconditional guaranty of payment, and Lender shall not be required to exhaust remedies against Borrower prior to enforcing this guaranty.

Guarantor waives notice of acceptance, demand, diligence, and presentment, and agrees that its obligations shall remain in effect until all amounts under this Note have been fully paid.

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13.	Information Rights

So long as any amounts remain outstanding under this Note, Borrower and Guarantor shall provide Lender with copies of all reports and filings made with the U.S. Securities and Exchange Commission, including Forms 10-K, 10-Q, and 8-K, promptly after such filings become publicly available.

Borrower shall also promptly notify Lender of any Event of Default, material litigation, or any merger, acquisition, or change of control involving Borrower or Guarantor.

14.	Attorneys’ Fees and Enforcement

Borrower and Guarantor agree to reimburse Lender for all reasonable attorneys’ fees, court costs, and enforcement expenses incurred in protecting or enforcing Lender’s rights under this Note, including amounts incurred in litigation, bankruptcy, or collection proceedings.

Such amounts shall be added to the obligations under this Note and shall accrue interest at the Default Interest Rate until paid.

15.	Equity Price Protection

If, during the thirty-six (36) months following the Effective Date, SPAR Group, Inc. issues or sells any shares of common stock or equity securities convertible into common stock at a price per share below $0.80, SPAR Group, Inc. shall issue to Lender, for no additional consideration, such additional shares as are necessary to preserve the economic value of the Stock issued as consideration under this Note, calculated on a weighted-average basis.

At each anniversary of the Effective Date, including the Maturity Date, if the trading value of the Stock is less than $0.80 per share, Borrower shall cause to be issued by Guarantor to Lender such number of shares of its common stock so that the total number of shares delivered to Lender has a trading value of at least 800,000.

At any time during the Term and on the Maturity Date, the credit toward the Loan Amount the Borrower shall receive shall be limited to the trading value of the Stock not to exceed $0.80 per share.

It is understood and agreed that if at any time during the Term Lender liquidates some or all of the Stock, Borrower shall receive the value of the liquidated Stock up to $0.80 per share as a credit toward the outstanding Loan Amount.

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IN WITNESS WHEREOF, each of the undersigned has caused this Note to be duly executed by its officers, thereunto duly authorized as of the date first above written.

LENDER

PC Group, Inc.

By:

John Merrill, CFO

Date:

BORROWER<br><br> <br><br><br> <br>SPAR Marketing Force, Inc.<br><br> <br><br><br> <br>By:<br><br> <br><br><br> <br>William Linnane, President & CEO<br><br> <br><br><br> <br>Date:	GUARANTOR<br><br> <br><br><br> <br>SPAR Group, Inc.<br><br> <br><br><br> <br>By:<br><br> <br><br><br> <br>Name:<br><br> <br><br><br> <br>Title:<br><br> <br><br><br> <br>Date: