UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--06-30
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): December 9, 2024
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 3.03 Material Modifications to Rights of Security Holders.
The information set forth in Item 5.03 to this Current Report on Form 8-K is incorporated herein by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
ReposiTrak, Inc., a Nevada corporation (the “Company”), previously designated 550,000 shares of its authorized preferred stock, par value $0.01 per share, as Series B-1 Preferred Stock (the “Series B-1 Preferred”).
On December 9, 2024 (the “Effective Date”), the Company filed a Withdrawal of Certificate of Designation (“the Certificate of Withdrawal”) with the Secretary of State of the State of Nevada and terminated the designation of the Series B-1 Preferred. The filing of the Certificate of Withdrawal was approved by the Company’s Board of Directors, and there were no shares of Series B-1 Preferred outstanding on the Effective Date.
A copy of the Certificate of Withdrawal is attached hereto as Exhibit 3.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | | Description |
| 3.1 | | |
| 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: December 10, 2024 | /s/ John Merrill |
| | John Merrill |
| | Chief Financial Officer |
