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Get filing alertsReposiTrak subsidiary lends up to $4M to SPAR Marketing Force at 8%, receives 1M shares
Filed March 20, 2026 · Period ending March 16, 2026 · ~1 min read
Key Changes
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PC Group (ReposiTrak subsidiary) provided up to $4M unsecured loan to SPAR Marketing Force: $3M funded immediately, $1M available July 2026. Loan carries 8% annual interest with monthly payments, matures March 2029.
Item 1.01 verify on EDGAR → -
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ReposiTrak receives 1 million SPAR Group shares valued at $0.80 each ($800K total) as equity consideration, representing 20% of loan principal. Shares to be issued within 30 days of March 16, 2026.
Item 1.01 verify on EDGAR → -
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Anti-dilution protections ensure ReposiTrak receives additional SPAR Group shares if the company issues equity below $0.80 during the three-year loan term, maintaining minimum value threshold.
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Default provisions include standard triggers (missed payments, bankruptcy, covenant breaches). Upon default, interest rate increases from 8% to 12% and ReposiTrak can demand immediate full repayment.
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Borrower can prepay without penalty, but ReposiTrak cannot accelerate repayment except in default scenarios, limiting early exit flexibility despite three-year commitment.
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Summary
ReposiTrak deployed up to $4 million of capital through its PC Group subsidiary in a strategic lending arrangement with SPAR Marketing Force. The transaction combines traditional debt financing with an equity kicker: an 8% interest rate generating steady monthly income, plus 1 million SPAR Group shares worth $800,000.
This structure suggests ReposiTrak sees upside potential in SPAR Group beyond the fixed interest return. The three-year unsecured loan represents a meaningful capital commitment for ReposiTrak, though the equity component and anti-dilution protections provide downside protection and potential upside. The 8% yield is attractive in current markets, and the equity stake could appreciate if SPAR Group performs well.
However, the unsecured nature means ReposiTrak has no collateral if SPAR Marketing Force defaults. Investors should monitor whether the 1 million SPAR Group shares are delivered within the 30-day window and watch SPAR Group's stock performance, as ReposiTrak now has exposure to that company's fortunes. The relationship between these entities and any commercial arrangements beyond this loan would provide important context for understanding the strategic rationale.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
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.
The loan carries an 8% annual interest rate with monthly interest-only payments and a three-year maturity. The borrower can prepay without penalty, but ReposiTrak cannot accelerate repayment except in default scenarios. This provides steady interest income but limits ReposiTrak's flexibility to exit early.
Added in current filing · verify on EDGAR →
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.
As part of the transaction, ReposiTrak will receive 1 million shares of SPAR Group common stock valued at $0.80 per share ($800,000 total deemed value). This equity component provides potential upside beyond the 8% interest rate and represents approximately 20% of the loan principal amount in equity value.
Event · Item 9.01 — Financial Statements and Exhibits
Item 9.01 — Financial Statements and Exhibits filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Senior Unsecured Promissory Note by and among SPAR Marketing Force, Inc., PC Group, Inc., and SPAR Group, Inc.
ReposiTrak disclosed a Senior Unsecured Promissory Note involving three entities: SPAR Marketing Force, Inc., PC Group, Inc., and SPAR Group, Inc. The 8-K does not provide details about the principal amount, interest rate, maturity date, or purpose of the note. The full terms would be contained in Exhibit 10.1, which is referenced but not included in the body text provided.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 4, 2026 · How we verify