8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 18, 2023

PARK CITY GROUP, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 18, 2023, Park City Group, Inc. d/b/a ReposiTrak (the “Company”) filed Articles of Merger with the Nevada Secretary of State (the “Articles of Merger”) to effect a merger of the Company and ReposiTrak, Inc., a Utah corporation and wholly-owned subsidiary of the Company (the “Subsidiary”), whereby, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), the Subsidiary merged with and into the Company, with the Company as the surviving corporation (the “Merger”). The sole purpose of the Merger was to change the corporate name of the Company to “ReposiTrak, Inc.” (the “Name Change”) as permitted by Section 92A.180 of the Nevada Revised Statutes.

The Name Change will be effective December 21, 2023. The common stock will continue to be listed on the New York Stock Exchange (“NYSE”) under the ticker “TRAK”. The CUSIP number for shares of the Company's common stock will remain unchanged. Outstanding stock certificates for shares of common stock of the Company continue to be valid and need not be exchanged.

The foregoing description of the Name Change Merger is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement and Articles of Merger, which are attached hereto as Exhibits 2.1 and Exhibit 3.1, respectively.

Item 8.01 Other Events.

On December 18, 2023, the Company issued a press release announcing the Name Change Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
2.1	Agreement and Plan of Merger by and between ReposiTrak, Inc. and Park City Group, Inc. d/b/a ReposiTrak
3.1	Articles of Merger filed with the Nevada Secretary of State
99.1	Press Release
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.

	PARK CITY GROUP INC.
December 18, 2023	/s/ John Merrill
	John Merrill
	Chief Financial Officer

EX-2.1

EXHIBIT 2.1

PLAN AND AGREEMENT OF MERGER

MERGING REPOSITRAK, INC.

INTO

PARK CITY GROUP, INC.

THIS PLAN AND AGREEMENT OF MERGER is entered into as of the 18th day of December 2023 by and between ReposiTrak, Inc., a Utah corporation (“ReposiTrak”), and Park City Group, Inc., a Nevada corporation (“Park City Group”), for the purpose of merging ReposiTrak with and into Park City Group.

WHEREAS, Park City Group owns all the issued and outstanding shares of capital stock of ReposiTrak;

WHEREAS, the laws of the State of Nevada permit the merger of a wholly owned subsidiary corporation organized and existing under the laws of another state with and into a parent corporation organized and existing under the laws of the State of Nevada; and

WHEREAS, Park City Group, ReposiTrak and the respective Boards of Directors thereof declare it advisable and in the best interests of such corporations and their respective stockholders to merge ReposiTrak with and into Park City Group pursuant to the provisions of the Nevada Revised Statutes and the Utah Revised Business Corporation Act upon the terms and conditions hereinafter set forth (the “Merger”).

NOW, THEREFORE, in consideration of the premises and of the mutual agreement of the parties hereto, the parties hereby determine and agree as follows:

1. ReposiTrak shall, pursuant to the provisions of the Nevada Revised Statutes (“Nevada Law”) and the Utah Revised Business Corporation Act (“Utah Law”), be merged with and into Park City Group, which shall be the surviving corporation from and after the effective time of the Merger and which is sometimes hereinafter referred to as the “surviving corporation”, and which shall continue to exist as the surviving corporation under the name ReposiTrak, Inc. pursuant to the provisions of Nevada Law. The separate existence of ReposiTrak, which is sometimes hereinafter referred to as the “terminating corporation”, shall cease at the effective time in accordance with the provisions of Utah Law.

2. The articles of incorporation of Park City Group, as amended and restated (“Articles of Incorporation”), will be the Articles of Incorporation of the surviving corporation and will continue in full force and effect until changed, altered, or amended as therein provided and in the manner prescribed by the provisions of Nevada Law.

3. The present amended and restated bylaws of Park City Group (“Bylaws”) will be the Bylaws of the surviving corporation and will continue in full force and effect until changed, altered, or amended as therein provided and in the manner prescribed by the provisions of Nevada Law.

4. The directors and officers in office of the Park City Group at the effective time of the Merger shall be the members of the Board of Directors and the officers of the surviving corporation, all of whom shall hold their directorships and offices until the election and qualification of their respective successors or until their tenure is otherwise terminated in accordance with the Bylaws of the surviving corporation.

5. The Board of Directors and the proper officers of the terminating corporation and the surviving corporation are hereby authorized, empowered, and directed to do any and all acts and things, and to make, execute, deliver, file, and record any and all instruments, papers, and documents which shall be or become necessary, proper, or advisable to carry out or put into effect any of the provisions of this Plan and Agreement of Merger or of the Merger.

6. The effective time of this Plan and Agreement of Merger shall be the later of: (i) the time specified in the Articles of Merger filed with and accepted by the Secretary of State of Nevada in accordance with Nevada Law, (ii) the time specified in the Articles of Merger filed with and accepted by the Secretary of State of Utah in accordance with Utah Law.

IN WITNESS WHEREOF, Park City Group and ReposiTrak have caused this Plan and Agreement of Merger to be executed on behalf of each as the date first above written.

Park City Group, Inc. a Nevada corporation
By:	/s/ Randall K. Fields
	Randall K. Fields Chief Executive Officer and Chair of the Board
ReposiTrak, Inc. a Utah corporation
By:	/s/ Randall K. Fields
	Randall K. Fields President

EX-3.1

EXHIBIT 3.1

EX-99.1

Exhibit 99.1

Park City Group, Inc. d/b/a ReposiTrak

Formalizes Corporate Name Change to ReposiTrak, Inc.

SALT LAKE CITY, UT – December 18, 2023 - Park City Group, Inc. d/b/a ReposiTrak (NYSE: TRAK) (the “Company”), the world's largest food traceability and regulatory compliance network, built upon its proven inventory management and out-of-stock reduction SaaS platform, announced today that it has filed to change the Company’s corporate name from “Park City Group, Inc.” to “ReposiTrak, Inc.”, to be effective December 21, 2023. Formalizing the name change is another step in the planned rebranding of the Company.

The Company’s shares continue to be listed for trading on the New York Stock Exchange (“NYSE”) under the ticker symbol “TRAK.” The Company’s common shares CUSIP number will not change.

The name change will be effected by the merger of the wholly-owned subsidiary ReposiTrak, Inc., a Utah corporation, with and into the Company, with the Company as the surviving corporation, expected to be complete on December 21, 2023.

About Park City Group:

Park City Group, Inc. d/b/a ReposiTrak (NYSE: TRAK), the parent company of ReposiTrak, Inc., a compliance, supply chain, and e-commerce platform that enables retailers, wholesalers, and their suppliers, to accelerate sales, control risk, and improve supply chain efficiencies. More information is available at www.repositrak.com.

Specific disclosure relating to Park City Group, including management's analysis of results from operations and financial condition, are contained in the Company's annual report on Form 10-K for the fiscal year ended June 30, 2023, and other reports filed with the Securities and Exchange Commission. Investors are encouraged to read and consider such disclosure and analysis contained in the Company's Form 10-K and other reports, including the risk factors contained in the Form 10-K.

Forward-Looking Statement

Any statements contained in this document that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “predict,” “if”, “should” and “will” and similar expressions as they relate to Park City Group, Inc., Park City Group d/b/a ReposiTrak, or ReposiTrak (“Park City Group”) are intended to identify such forward-looking statements. Park City Group may from time-to-time update these publicly announced projections, but it is not obligated to do so. Any projections of future results of operations should not be construed in any manner as a guarantee that such results will in fact occur. These projections are subject to change and could differ materially from final reported results. For a discussion of such risks and uncertainties, see “Risk Factors” in Park City Group annual report on Form 10-K, its quarterly report on Form 10-Q, and its other reports filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the dates on which they are made.

Investor Relations Contact:

John Merrill, CFO

Investor-relations@repositrak.com

Or

FNK IR

Rob Fink

646.809.4048

rob@fnkir.com

XML

Document And Entity Information	Dec. 18, 2023
Document Information [Line Items]
Entity, Registrant Name	PARK CITY GROUP, INC.
Current Fiscal Year End Date	--06-30
Document, Type	8-K
Document, Period End Date	Dec. 18, 2023
Entity, Incorporation, State or Country Code	NV
Entity, File Number	001-34941
Entity, Tax Identification Number	37-1454128
Entity, Address, Address Line One	5282 South Commerce Drive, Suite D292
Entity, Address, City or Town	Murray
Entity, Address, State or Province	UT
Entity, Address, Postal Zip Code	84107
City Area Code	435
Local Phone Number	645-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock
Trading Symbol	TRAK
Security Exchange Name	NYSE
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000050471