ReposiTrak files amended S-3 shelf registration for up to $35 million

Disclosure Law Group, a Professional Corporation, of San Diego represented ReposiTrak, Inc. in connection with Amendment No. 1 to the company’s Form S-3 shelf registration statement filed with the U.S. Securities and Exchange Commission. The amendment registers an aggregate offering amount of up to $35.0 million of common stock, preferred stock, warrants and units, including any securities issuable upon conversion, repurchase, exchange or exercise of the registered securities. The filing states that these securities may be offered from time to time on a delayed or continuous basis under Rule 415. The company’s common stock last reported a sale price of $8.25 per share on September 21, 2026. This is a primary shelf registration by the issuer rather than a resale registration. ReposiTrak says it may use net proceeds primarily for working capital and general corporate purposes, including sales and marketing, product development and capital expenditures, and may also use proceeds for acquisitions of technologies, solutions or businesses; pending use, proceeds may be invested in short-term, investment-grade, interest-bearing securities. The prospectus contemplates sales through underwriters, dealers, agents or directly to purchasers and expressly permits at-the-market offerings under Rule 415, but the filing does not name any underwriter, bookrunner, placement agent, sales agent, dealer manager or initial purchaser; any such intermediary would be identified later in a prospectus supplement if used. The prospectus describes ReposiTrak as a software-as-a-service company operating a business-to-business e-commerce, compliance and traceability and supply chain management platform for retailers, wholesalers, distributors and product suppliers. Its services are grouped into three application suites: ReposiTrak Compliance Management, ReposiTrak Traceability Network and ReposiTrak Supply Chain Solutions. The filing identifies the company as a non-accelerated filer and a smaller reporting company. The prospectus describes the securities that may be issued under the shelf as common stock, preferred stock, warrants and units. ReposiTrak’s authorized capital stock consists of 50.0 million shares of common stock, par value $0.01 per share, and 30.0 million shares of preferred stock, par value $0.01 per share. The prospectus also discloses the company’s blank check preferred stock authority, including 700,000 shares designated as Series B Preferred Stock, of which 160,865 shares were issued and outstanding as of June 30, 2026. No selling stockholders or resale component are identified in the filing. Disclosure Law Group, representing ReposiTrak, with a team composed by: Daniel W. Rumsey and Jack Kennedy. ReposiTrak, Inc., with its agent for service: Randall K. Fields, Chief Executive Officer.

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ReposiTrak files amended S-3 shelf registration for up to $35 million

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ReposiTrak files amended S-3 shelf registration for up to $35 million

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