ReposiTrak, Inc. 8-K

What Happened

• On March 16, 2026, PC Group, Inc., a subsidiary of ReposiTrak, Inc., executed and funded a Senior Unsecured Promissory Note with SPAR Marketing Force, Inc., providing a loan facility of up to $4,000,000 as part of a strategic commercial relationship. The Note is interest-only at 8.0% per year, payable monthly, and matures on March 16, 2029.

Key Details

• Loan size and tranches: up to $4,000,000 total — $3,000,000 initial advance funded March 16, 2026; additional $1,000,000 available to draw beginning July 17, 2026.
• Interest and term: 8.0% per annum, interest-only monthly payments; maturity March 16, 2029; borrower may prepay without penalty.
• Credit support and equity: SPAR Group, Inc. (parent of the borrower) provided an unconditional guaranty. SPAR Group agreed to issue 1,000,000 shares of its common stock to PC Group at a deemed $0.80 per share within 30 days of the Note.
• Protections and default: the Note includes anti-dilution/price protection and additional share-issuance mechanics; customary events of default apply — on default interest rises to 12.0% and PC Group may accelerate amounts due.

Why It Matters

• For investors, this transaction means ReposiTrak (through PC Group) is extending credit that can generate interest income and potential upside via equity in SPAR Group. The loan is unsecured, so repayment depends on the borrower/guarantor performance. The equity issuance and anti-dilution protections give PC Group an ownership stake and downside protection tied to SPAR Group's future equity moves.
• The arrangement could affect ReposiTrak’s financial position through a loan receivable and an equity holding at its subsidiary level; it also introduces credit risk that could lead to accelerated remedies and a higher interest rate if SPAR defaults.