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 1316, 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 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers~~Agreement.

On March 1716, 2026 (the “Effective Date”), ~~ReposiTrak~~PC Group, Inc. (~~the~~ “~~Company~~PC Group”), ~~issued~~ a ~~press~~subsidiary ~~release~~of ~~announcing~~ReposiTrak, Inc. (the ~~appointment~~“Company”), ofexecuted ~~James~~and ~~Gillis~~funded as a ~~member~~Senior ofUnsecured Promissory Note (the ~~Board~~“Note”) ofwith ~~Directors~~SPAR Marketing Force, Inc. (the “~~Board~~Borrower”), ~~effective~~pursuant ~~March~~to ~~13,~~which ~~2026.~~PC ~~Mr.~~Group ~~Gillis~~provided ~~was~~the ~~also~~Borrower ~~appointed~~with as a ~~member~~loan facility in an aggregate principal amount of ~~the~~up ~~Audit~~to ~~and~~$4,000,000. ~~Compensation~~The ~~Committees~~transaction is part of a strategic commercial relationship between the ~~Board~~Company ofand ~~Directors~~the Borrower.

~~Mr.~~The ~~Gillis,~~Note ~~72,~~provides isfor ~~currently~~funding ~~the~~in ~~Chief~~two ~~Executive~~tranches ~~Officer~~consisting of ~~Gillis~~(i) ~~& Associates, Inc.,~~ an ~~M&A~~initial ~~advisory~~advance ~~firm~~of ~~that~~$3,000,000 ~~helps buyers~~ and ~~sellers~~(ii) inan ~~complex~~additional ~~transactions.~~$1,000,000 ~~Mr.~~available ~~Gillis~~to ~~previously~~be ~~served~~drawn onbeginning ~~the~~July ~~Board~~17, ~~of ReposiTrak Inc~~2026. ~~from~~The ~~February~~Note ~~2008~~bears tointerest ~~March~~at ~~2015.~~a ~~From~~rate ~~1993 to 2011, he was the CEO~~ of ~~Source Interlink Companies, Inc~~8.0% ~~From~~per ~~1989 to 1993~~annum, ~~Mr.~~payable ~~Gillis~~monthly ~~was~~on ~~Managing~~an ~~Partner~~interest-only ~~of Aders~~basis, ~~Wilcox,~~and ~~Gillis~~matures ~~Group,~~on aMarch ~~global~~16, ~~developer of trade relationships serving major brand marketers and retailers worldwide~~2029. HeThe ~~currently~~Borrower ~~serves~~may onprepay the ~~boards~~Note ofat ~~AST/EQ~~any ~~American~~time ~~Stock~~without ~~Transfer~~penalty. &PC ~~Trust Company, LLC (AST / EQ), SPAR~~ Group, ~~Inc.,~~does ~~and~~not ~~Travelport~~have ~~Worldwide~~the ~~LTD.~~right Heto isaccelerate anrepayment ~~advisor~~prior to ~~Siris~~maturity ~~Capital~~except ~~Group~~upon ~~and Platinum Equity, and has served on~~ the ~~boards~~occurrence ~~and committees~~ of ~~multiple~~an ~~companies~~event ~~including~~of ~~Source Interlink, and Globe Communications~~default. ~~He attended Nova University in Fort Lauderdale.~~

~~The~~SPAR ~~Board~~Group, ~~has determined that Mr~~Inc., ~~Gillis qualifies as an independent director under~~ the ~~listing~~parent ~~standards~~company of the ~~New~~Borrower, ~~York~~has ~~Stock~~provided ~~Exchange~~an irrevocable and ~~the~~unconditional ~~director~~guaranty ~~independence~~of ~~standards set forth in~~ the ~~Company~~Borrower’s ~~Corporate~~obligations ~~Governance~~under ~~Guidelines~~the Note.

~~There~~In ~~are~~connection nowith ~~arrangements~~the orNote, ~~understandings~~the ~~between~~Borrower ~~Mr.~~agreed ~~Gillis~~to ~~and~~cause ~~any~~SPAR ~~other~~Group, ~~person~~Inc. ~~pursuant~~ to ~~which~~issue heto ~~was~~PC ~~selected~~Group as1,000,000 ashares ~~director,~~of ~~and~~SPAR ~~Mr.~~Group’s ~~Gillis~~common isstock ~~not~~at a ~~participant~~deemed invalue ~~any~~of ~~related~~$0.80 ~~party~~per ~~transaction~~share, ~~required~~ to be ~~reported~~issued ~~pursuant~~within tothirty ~~Item 404~~(a30) days following execution of ~~Regulation~~the ~~S-K~~Note.

~~Item~~The 7Note 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 $0.0180 ~~Regulation~~per FDshare ~~Disclosure~~during the term of the Note, as well as additional share issuances at specified times to maintain a minimum value threshold.

AThe ~~copy~~Note contains customary events of default, including failure to make payments when due, bankruptcy or insolvency of the ~~press~~Borrower, ~~release~~breaches ~~announcing~~of Mrmaterial covenants, and failure to deliver the equity consideration. ~~Gillis’~~Upon ~~appointment~~an isevent ~~attached~~of ~~hereto~~default, asthe ~~Exhibit~~interest 99rate increases to 12.10% per annum, and PC Group may accelerate all amounts due under the Note.

The ~~press~~foregoing ~~release~~description isof ~~furnished~~the asNote ~~Exhibit~~does ~~99.1~~not purport to ~~this~~be ~~Current~~complete ~~Report on Form 8-K~~ and ~~incorporated~~is ~~into~~qualified ~~this~~in ~~Item~~its ~~7.01~~entirety by reference. ~~The~~to ~~information~~the infull ~~this~~text ~~Item~~of ~~7.01,~~the ~~including Exhibit 99.1 attached hereto~~Note, ~~shall~~which ~~not~~is ~~be deemed “~~filed” ~~for purposes of Section 18 of the Securities Exchange Act of 1934,~~ as ~~amended,~~Exhibit or10.1 ~~otherwise subject~~ to ~~the~~this ~~liabilities~~Current ofReport ~~that~~on ~~section,~~Form ~~nor~~8-K ~~shall~~and ~~it be deemed~~ incorporated byherein ~~reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth~~ by ~~specific~~ reference ~~in such filing~~.

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
99.1		Press Release, dated March 17, 2026
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)

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 17, 2026	/s/ John Merrill
Date: March 20, 2026	/s/ John Merrill
	John Merrill
	Chief Financial Officer

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