ReposiTrak unit lends $4M to SPAR Marketing Force; gets 1M shares from SPAR Group

ReposiTrak, Inc.

PC Group (ReposiTrak subsidiary) provides $4M senior unsecured note to SPAR Marketing Force; initial $3M advance, 8% interest, interest-only, matures March 2029.
SPAR Group issues 1M shares of common stock at $0.80 deemed value to PC Group within 30 days as additional consideration.
Price protection adjusts shares if SPAR Group issues equity below $0.80; annual adjustment ensures minimum $800k trading value milestone.
Second tranche of $1M available for drawing after July 17, 2026; SPAR Group provides unconditional guaranty of all obligations.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

ReposiTrak, Inc. entered into Senior Unsecured Promissory Note with SPAR Marketing Force, Inc. valued at $4,000,000 (effective 2026-03-16).

Action: entry
Agreement: credit facility
Counterparty: SPAR Marketing Force, Inc.
Value: $4,000,000
Effective: 2026-03-16

Exact text from the filing

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 comp

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Source: SEC EDGAR

accession 0001437749-26-009263

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