ReposiTrak, Inc.
For the period ended Jun 30, 2026. Filed Sep 28, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2026 · Filed Sep 28, 2026
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What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2025-06-30; filed 2025-09-29.
0001437749-25-030050
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2026-06-30; filed 2026-09-28.
0001437749-26-031392
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 62 previous paragraphs and 70 current paragraphs.
52 unchanged; 10 reworded; 8 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 22 previous and 22 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (8)
Current report
Our investment in and commercial relationship with SPAR Group, Inc. (“SPAR”), as well as our obligations under indebtedness incurred in connection with a portion of our investment, may not generate the returns or benefits we anticipate and expose us to additional risks.
Current report
As of June 30, 2026, we beneficially owned approximately 14.8% of SPAR’s outstanding common stock. Based on the facts and circumstances existing at that time, including our lack of control or significant influence over SPAR’s operating and financial policies, our investment was accounted for at fair value, with changes in fair value reflected in our results of operations. On July 1, 2026, we acquired an additional 4,709,837 shares of SPAR common stock, increasing our beneficial ownership to approximately 31% of SPAR’s outstanding common stock. Our investment in SPAR was acquired through a series of transactions, including purchases for cash and other consideration and the receipt of shares as consideration for services provided to SPAR. In connection with the July 2026 acquisition, we issued an unsecured promissory note (the “Note”) in the original principal amount of approximately $2.6 million. In addition to our equity investment, we have a commercial relationship with SPAR pursuant to which we provide certain services intended to assist SPAR in developing products and improving its operational processes. We entered into these transactions based on our expectation that our investment and commercial relationship with SPAR could generate a positive return and contribute to the growth of our business over time. There can be no assurance that these expectations will be realized.
Current report
Risks Related to Our Equity Investment. Our investment in SPAR is subject to risks associated with an equity investment in a publicly traded company, including fluctuations in the market price and liquidity of SPAR’s common stock and risks relating to SPAR’s business, financial condition and results of operations, many of which are outside our control. SPAR may not successfully execute its business strategy or may otherwise perform differently than we anticipated when making our investment. As a result, the value of our investment could decline, potentially significantly, which could adversely affect our results of operations and financial condition.
Current report
Although we beneficially own a significant minority interest in SPAR, we do not control SPAR or its board of directors or management. Accordingly, SPAR may make strategic, operational, financing or capital allocation decisions with which we disagree or that adversely affect the value of our investment. Our ability to dispose of some or all of our SPAR shares also may be limited by the trading liquidity of SPAR’s common stock, applicable securities laws and regulations, contractual restrictions, if any, and prevailing market conditions. Consequently, we may be unable to realize the value of our investment at the time or on the terms we desire.
Current report
Our increased ownership interest also may affect the accounting treatment of our investment. As a result of the increase in our ownership interest, we are evaluating whether we have the ability to exercise significant influence over SPAR and, therefore, whether our investment should be accounted for under the equity method of accounting. If we determine that we have the ability to exercise significant influence over SPAR, we would be required to account for our investment under the equity method from the date such significant influence is determined to have arisen. Under the equity method, our results of operations would include our proportionate share of SPAR’s earnings or losses, subject to applicable accounting adjustments, regardless of whether SPAR distributes cash to us. A change from fair value accounting to the equity method could materially affect the manner in which SPAR’s operating performance and our investment are reflected in our financial statements and could increase the volatility or complexity of our reported financial results.
Current report
Risks Related to the Note Issued in Connection with Our Investment. Our obligation to make principal and interest payments under the Note is independent of the performance or value of our investment in SPAR and the success of our commercial relationship with SPAR. Accordingly, even if the value of our SPAR investment declines, the investment becomes less liquid, or our commercial relationship with SPAR does not generate the anticipated benefits, we will remain obligated to make payments under the Note when due. The Note contains customary events of default and provides for acceleration under certain circumstances. Required payments under the Note will reduce cash otherwise available for operations, investments, acquisitions, dividends, share repurchases or other corporate purposes. If we were unable to satisfy our obligations under the Note when due, a resulting default or acceleration could adversely affect our liquidity, financial condition and results of operations.
Current report
Risks Related to Our Commercial Relationship with SPAR. We provide services to SPAR relating to product development and improvements to certain business and operational processes. We have devoted, and expect to continue to devote, management time, personnel and other resources to this relationship. There can be no assurance that these activities will result in increased revenue, additional commercial opportunities or other benefits commensurate with the resources we devote to the relationship. The benefits we may realize from our relationship with SPAR depend in part on matters outside our control, including SPAR’s business performance, financial condition, strategic priorities, implementation of product and process improvements and continued willingness and ability to engage us to provide services. If the anticipated benefits of the relationship do not materialize, or if the scope of our relationship with SPAR is reduced or terminated, we may not realize the anticipated return on the resources devoted to the relationship, which could adversely affect our business, financial condition and results of operations.
Current report
Additional Risks Arising from Our Relationship with SPAR. Our position as both a significant shareholder of SPAR and a commercial counterparty may give rise to potential conflicts of interest in connection with transactions between us and SPAR, the negotiation of commercial arrangements, the exchange of confidential or competitively sensitive information, and the allocation of business opportunities. Transactions between us and SPAR also may be subject to heightened scrutiny because of the size of our ownership interest. Our ownership of SPAR common stock also subjects us to reporting, disclosure and other requirements under the federal securities laws applicable to significant beneficial owners. Compliance with these requirements may increase our administrative costs and may restrict the timing or manner in which we acquire or dispose of SPAR securities.
Reworded paragraphs (10)
Previous wording
Although we have experienced year-over-year growth and generated net income in recent periods, there can be no assurance that our revenue growth will continue or that we will operate profitably in the future.
Current wording
Although we have experienced year-over-year growth and continue to generate net income in recent periods, there can be no assurance that our revenue growth will continue or that we will operate profitably in the future.
Previous wording
Our marketing strategy emphasizes sales of subscription-based services, instead of annual licenses, and using Spokes to connect to our Hubs. This strategy has resulted in the development of a foundation of retail and wholesale Hubs to which suppliers can be “connected”, thereby accelerating future growth. If, however, this marketing strategy fails, revenue and operations will be negatively affected. We had net income of $6,978,127 for the year ended June 30, 2025, compared to a net income of $5,598,290 for the year ended June 30, 2024. Although we generated a year over year increase in net income in the year ended June 30, 2025, there can be no assurance that we will continue to increase net income and/or continue to achieve profitability in future periods. We cannot provide assurance that we will continue to generate revenue or have sustainable profits. If we do not continue to operate profitably in the future, our current cash resources will be used to fund our operating losses. Continued losses would have an adverse effect on the long-term value of our Common Stock and any investment in the Company.
Current wording
Our marketing strategy emphasizes sales of subscription-based services, instead of annual licenses, and using Spokes to connect to our Hubs. This strategy has resulted in the development of a foundation of retail and wholesale Hubs to which suppliers can be “connected”, thereby accelerating future growth. If, however, this marketing strategy fails, revenue and operations will be negatively affected. We had net income of $7,569,487 for the year ended June 30, 2026, compared to a net income of $6,978,127 for the year ended June 30, 2025. Although we generated a year over year increase in net income in the year ended June 30, 2026, there can be no assurance that we will continue to increase net income and/or continue to achieve profitability in future periods. We cannot provide assurance that we will continue to generate revenue or have sustainable profits. If we do not continue to operate profitably in the future, our current cash resources will be used to fund our operating losses. Continued losses would have an adverse effect on the long-term value of our Common Stock and any investment in the Company.
Previous wording
A significant portion of our revenue stream to comes from the sale of monthly subscriptions and professional services charged to new customers. These amounts will fluctuate and are uncertain because predicting future sales is difficult and involves speculation. In addition, we may potentially experience significant fluctuations in future operating results caused by a variety of factors, many of which are outside of our control, including:
Current wording
A significant portion of our revenue stream comes from the sale of monthly subscriptions and professional services charged to new customers. These amounts will fluctuate and are uncertain because predicting future sales is difficult and involves speculation. In addition, we may potentially experience significant fluctuations in future operating results caused by a variety of factors, many of which are outside of our control, including:
Previous wording
Our service involves the storage and transmission of customers’ proprietary information, and security breaches could expose us to a risk of loss of this information, litigation and possible liability. These security measures may be breached as a result of third-party action, including intentional misconduct by computer hackers, employee error, malfeasance or otherwise during transfer of data to additional data centers or at any time, and result in someone obtaining unauthorized access to our customers’ data or our data, including our intellectual property and other confidential business information, or our information technology systems. Additionally, third parties may attempt to fraudulently induce employees or customers into disclosing sensitive information, such as usernames, passwords or other information in order to gain access to our customers’ data or our data, including our intellectual property and other confidential business information, or our information technology systems. Because the techniques used to obtain unauthorized access, or to sabotage systems, change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. Any security breach could result in a loss of confidence in the security of our service, damage our reputation, disrupt our business, lead to legal liability and negatively impact our future sales.
Current wording
Our service involves the storage and transmission of customers’ proprietary information, and security breaches could expose us to a risk of loss of this information, litigation and possible liability. These security measures may be breached as a result of third-party action, including intentional misconduct by computer hackers, employee error, malfeasance or otherwise during transfer of data to additional data centers or at any time, and result in someone obtaining unauthorized access to our customers’ data or our data, including our intellectual property and other confidential business information, or our information technology systems. Additionally, third parties may attempt to fraudulently induce employees or customers into disclosing sensitive information, such as usernames, passwords or other information in order to gain access to our customers’ data or our data, including our intellectual property and other confidential business information, or our information technology systems. Because the techniques used to obtain unauthorized access, or to sabotage systems, change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventive measures. Any security breach could result in a loss of confidence in the security of our service, damage our reputation, disrupt our business, lead to legal liability and negatively impact our future sales.
Previous wording
A delay in the deadline for compliance with FSMA 204 may slow the adoption of our technology as a compliance tool for FMSA, therefore negatively affecting our revenue.
Current wording
A delay in the deadline for compliance with FSMA 204 may slow the adoption of our technology as a compliance tool for FSMA, therefore negatively affecting our revenue.
Previous wording
Section 204(d) of the FMSA (“FSMA 204”) went into effect in January 2023, and the deadline for compliance is January 20, 2026. In March 2025, the deadline for compliance with FSMA 204 was extended by 30 months to July 20, 2028. In the event the FDA delays the deadline for compliance, and the industry or our customers likewise delay the rate of information technology spending in response, our customers’ ability or willingness to purchase our enterprise cloud computing services could adversely affect our operating results, and such affect may be material.
Current wording
Section 204(d) of the FSMA (“FSMA 204”) went into effect in January 2023, and the deadline for compliance was January 20, 2026. In March 2025, the deadline for compliance with FSMA 204 was extended by 30 months to July 20, 2028. In the event the FDA delays the deadline for compliance, and the industry or our customers likewise delay the rate of information technology spending in response, our customers’ ability or willingness to purchase our enterprise cloud computing services could adversely affect our operating results, and such effect may be material.
Previous wording
Failure or delay by our customers in the implementation of Section 204(d) of the FSMA may slow the adoption of our technology as a compliance tool for FMSA 204.
Current wording
Failure or delay by our customers in the implementation of Section 204(d) of the FSMA may slow the adoption of our technology as a compliance tool for FSMA 204.
Previous wording
Although our Common Stock is currently quoted on the New York Stock Exchange (the "NYSE"), there is limited trading activity. We can give no assurance that an active market will develop, or if developed, that it will be sustained. If an investor acquires shares of our Common Stock, the investor may not be able to liquidate such shares of our Common Stock should there be a need or desire to do so.
Current wording
Although our Common Stock is currently listed and traded on the New York Stock Exchange (the "NYSE"), there is limited trading activity. We can give no assurance that an active market will develop, or if developed, that it will be sustained. If an investor acquires shares of our Common Stock, the investor may not be able to liquidate such shares of our Common Stock should there be a need or desire to do so.
Previous wording
Our officers and directors control approximately 40% of our Common Stock. Randall K. Fields, our Chief Executive Officer, controls 34% of our Common Stock. Consequently, Mr. Fields, individually, and our officers and directors, as stockholders acting together, can significantly influence all matters requiring approval by our stockholders, including the election of directors and significant corporate transactions, such as mergers or other business combination transactions.
Current wording
Our officers and directors control approximately 37% of our Common Stock. Randall K. Fields, our Chief Executive Officer, controls 31% of our Common Stock. Consequently, Mr. Fields, individually, and our officers and directors, as stockholders acting together, can significantly influence all matters requiring approval by our stockholders, including the election of directors and significant corporate transactions, such as mergers or other business combination transactions.
Previous wording
Our articles of incorporation currently authorize the issuance of up to 30,000,000 shares of “blank check” Preferred Stock with designations, rights, and preferences as may be determined from time to time by our Board of Directors, of which 700,000 shares are currently designated as Series B Convertible Preferred Stock (“Series B Preferred”) and 550,000 shares are designated as Series B-1 Preferred Stock (“Series B-1 Preferred”), which designation was withdrawn on December 9, 2024. As of June 30, 2025, a total of 336,098 shares of Series B Preferred were issued and outstanding.
Current wording
Our articles of incorporation currently authorize the issuance of up to 30,000,000 shares of “blank check” Preferred Stock with designations, rights, and preferences as may be determined from time to time by our Board of Directors, of which 700,000 shares are currently designated as Series B Convertible Preferred Stock (“Series B Preferred”) and 550,000 shares are designated as Series B-1 Preferred Stock (“Series B-1 Preferred”), which designation was withdrawn on December 9, 2024. As of June 30, 2026, 160,865 shares of Series B Preferred Stock were issued and outstanding.