Form 8-K - Current report

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): October 17, 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	PCYG	Nasdaq Capital Market

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

See Item 8.01.

Item 8.01 Other Events.

On October 17 2023, Park City Group, Inc. (the “Company”) filed an application with the Nevada Secretary of State to do business under the name “ReposiTrak” (the “Application”). The Application has been accepted and, while the legal name of the Company remains Park City Group, Inc., the Company will do business as ReposiTrak going forward.

On October 18, 2023, the Company issued a press release announcing the transfer of the listing of its common stock, par value $0.01 per share (“Common Stock”) from the Nasdaq Capital Market of The Nasdaq Stock Market LLC (“NASDAQ”) to the New York Stock Exchange (the “NYSE”) (the “Exchange Transfer”). The Board of Directors of the Company approved Exchange Transfer on July 14, 2023. The Company expects its Common Stock to commence trading at the opening of trading on or about Thursday, November 2, 2023. The Common Stock will trade under the new ticker, “TRAK” as the first step in a planned rebranding to the corporate name “ReposiTrak.” Trading on NASDAQ will cease concurrent with the NYSE listing.

A copy of the press release announcing the Application and the Exchange Transfer is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Press Release dated October 18, 2023
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.

October 18, 2023	/s/ John Merrill
	John Merrill
	Chief Financial Officer

Exhibit 99.1

Park City Group to Transfer Listing to New York Stock Exchange,

Trading Ticker: TRAK

New Ticker Symbol and Exchange Represents First Step in Corporate Rebranding

Salt Lake City, UT – October 18, 2023 – Park City Group, Inc. (NASDAQ: PCYG), parent company of ReposiTrak, the world's largest food traceability and regulatory compliance network, built upon its proven inventory management and out-of-stock reduction SaaS platform, announced that it will transition from the National Association of Securities Dealers Automated Quotations (NASDAQ) to the New York Stock Exchange (NYSE) effective on or about November 2, 2023. As the first step in a planned rebranding to the corporate name “ReposiTrak”, the Company will transition its ticker symbol to “TRAK” going forward.

“The New York Stock Exchange is home to some of the most-established companies in the world, including many of our customers,” commented Randall K. Fields, Chairman and CEO of Park City Group. “We believe that based on our strong balance sheet and solid financial foundation, the time is right for us to join these customers on ‘The Big Board’.”

Until the planned rebranding is complete, the legal name of the company will continue to be Park City Group, Inc, doing business as (“dba”) ReposiTrak. The company will refer to itself as ReposiTrak immediately and its common stock is expected to commence trading at the opening of trading on or about Thursday, November 2, 2023 under the new ticker symbol. Trading on the NASDAQ will cease concurrent with the NYSE listing.

About Park City Group:

Park City Group, Inc. (NASDAQ:PCYG), 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.parkcitygroup.com and 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”) 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’s 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@parkcitygroup.com

FNK IR

Rob Fink

646.809.4048

rob@fnkir.com

Document And Entity Information	Oct. 17, 2023
Document Information [Line Items]
Entity, Registrant Name	PARK CITY GROUP, INC.
Document, Type	8-K
Document, Period End Date	Oct. 17, 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	PCYG
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000050471