Track Group, Inc.
41.30%
17,239,004
1045942
Apr 29, 2026
May 5, 2026, 06:21 PM
Reporting Persons (5)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| JCP Investment Management, LLC | Investment Adviser | 41.30% | 17,239,004 | 0 | 17,239,004 |
| Pappas James C | Individual | 41.30% | 17,239,004 | 0 | 17,239,004 |
| JCP Investment Partnership, LP | Partnership | 37.60% | 15,685,723 | 0 | 15,685,723 |
| JCP Investment Partners, LP | Partnership | 37.60% | 15,685,723 | 0 | 15,685,723 |
| JCP Investment Holdings, LLC | Other | 37.60% | 15,685,723 | 0 | 15,685,723 |
Disclosure Items (7)
Common Stock, par value $0.0001 per share
Track Group, Inc.
200 E. 5TH AVENUE SUITE 100, NAPERVILLE, IL, 60563
This statement is filed by: (i) JCP Investment Partnership, LP, a Texas limited partnership ("JCP Partnership"); (ii) JCP Investment Partners, LP, a Texas limited partnership ("JCP Partners"), which serves as the general partner of JCP Partnership; (iii) JCP Investment Holdings, LLC, a Texas limited liability company ("JCP Holdings"), which serves as the general partner of JCP Partners; (iv) JCP Investment Management, LLC, a Texas limited liability company ("JCP Management"), which serves as the investment manager of JCP Partnership and certain managed accounts (the "JCP Accounts"); and (v) James C. Pappas, as the managing member of JCP Management and sole member of JCP Holdings. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. Due to certain terms of the PIPE Agreement and ETS Purchase Agreement (each as defined and described in Item 4 below), it may be possible that the Reporting Persons and CRC Founders (as defined below, and together with certain of its affiliates, "CRC") may be deemed to be a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). CRC has separately filed a Schedule 13D reporting its beneficial ownership of shares of Common Stock, par value $0.0001 per share, of the Issuer (the "Shares"). The Reporting Persons expressly disclaim beneficial ownership of the Shares beneficially owned by CRC.
The principal business address of each of the Reporting Persons is 1177 West Loop South, Suite 1320, Houston, Texas 77027.
The principal business of JCP Partnership is investing in securities. The principal business of JCP Partners is serving as the general partner of JCP Partnership. The principal business of JCP Holdings is serving as the general partner of JCP Partners. The principal business of JCP Management is serving as the investment manager of JCP Partnership and the JCP Accounts. The principal occupation of Mr. Pappas is serving as the managing member of JCP Management and sole member of JCP Holdings.
No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
JCP Partnership, JCP Partners, JCP Holdings and JCP Management are organized under the laws of the State of Texas. Mr. Pappas is a citizen of the United States of America.
The Shares purchased by JCP Partnership and held in the JCP Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). Of the 15,310,723 Shares directly owned by JCP Partnership, (i) 12,957,434 Shares were purchased for approximately $4,535,102 pursuant to the PIPE Agreement and (ii) 2,353,289 Shares were purchased for approximately $588,322 pursuant to the ETS Purchase Agreement. Pursuant to the PIPE Agreement, JCP Partnership also received Warrants (as defined below) to purchase 375,000 Shares. Pursuant to the PIPE Agreement, JCP Management, through the JCP Accounts, purchased 1,553,281 Shares for approximately $543,648.
The aggregate percentage of Shares reported owned by each person named herein is based upon 41,335,187 Shares outstanding as of May 4, 2026, based on information provided to the Reporting Persons by the Issuer, plus the Shares underlying the Warrants that may be exercised by the Reporting Persons, as applicable. As of the date hereof, JCP Partnership beneficially owned 15,685,723 Shares, including 375,000 Shares underlying the Warrants, constituting approximately 37.6% of the Shares outstanding. JCP Partners, as the general partner of JCP Partnership, may be deemed the beneficial owner of the 15,685,723 Shares beneficially owned by JCP Partnership, constituting approximately 37.6% of the Shares outstanding. JCP Holdings, as the general partner of JCP Partners, may be deemed the beneficial owner of the 15,685,723 Shares beneficially owned by JCP Partnership, constituting approximately 37.6% of the Shares outstanding. As of the date hereof, 1,553,281 Shares were held in the JCP Accounts, constituting approximately 3.8% of the Shares outstanding. JCP Management, as the investment manager of JCP Partnership and the JCP Accounts, may be deemed the beneficial owner of the (i) 15,685,723 Shares beneficially owned by JCP Partnership and (ii) 1,553,281 Shares held in the JCP Accounts, constituting approximately 41.3% of the Shares outstanding. Mr. Pappas, as the managing member of JCP Management and sole member of JCP Holdings, may be deemed the beneficial owner of the (i) 15,685,723 Shares beneficially owned by JCP Partnership and (ii) 1,553,281 Shares held in the JCP Accounts, constituting approximately 41.3% of the Shares outstanding. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
Each of JCP Partnership, JCP Partners, JCP Holdings, JCP Management and Mr. Pappas may be deemed to share the power to vote and dispose of the Shares owned by JCP Partnership. Each of JCP Management and Mr. Pappas may be deemed to share the power to vote and dispose of the Shares held in the JCP Accounts.
Except as otherwise set forth herein, there have been no transactions in securities of the Issuer by the Reporting Persons during the past 60 days. As further disclosed in Item 4 above, pursuant to the PIPE Agreement, on April 30, 2026, JCP Partnership purchased 12,957,434 Shares at a price of $0.35 per Share and received Warrants to purchase 375,000 Shares, and JCP Management, through the JCP Accounts, purchased 1,553,281 Shares at a price of $0.35 per Share. Also on April 30, 2026, pursuant to the ETS Purchase Agreement, JCP Partnership purchased 2,353,289 Shares at a price of $0.25 per Share.
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
Not applicable.
The disclosure with respect to the PIPE Agreement, Warrants, Registration Rights Agreement and ETS Purchase Agreement set forth in Item 4 above, including the descriptions of the PIPE Agreement, Warrants, Registration Rights Agreement and ETS Purchase Agreement, is incorporated herein by reference. On May 5, 2026, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to securities of the Issuer, to the extent required by applicable law. A copy of the Joint Filing Agreement is attached hereto as Exhibit 99.5 and is incorporated herein by reference. Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
99.1 - Securities Purchase Agreement (PIPE Agreement), dated as of April 30, 2026 (incorporated herein by reference to Exhibit 10.3 of the Issuer's Current Report on Form 8-K filed with the SEC on May 4, 2026). 99.2 - Form of Warrant to Purchase Common Stock (incorporated herein by reference to Exhibit 4.1 of the Issuer's Current Report on Form 8-K filed with the SEC on May 4, 2026). 99.3 - Registration Rights Agreement, dated as of April 30, 2026 (incorporated herein by reference to Exhibit 10.4 of the Issuer's Current Report on Form 8-K filed with the SEC on May 4, 2026). 99.4 - Stock Purchase Agreement (ETS Purchase Agreement), dated as of April 30, 2026, by and among ETS Limited, JCP Investment Partnership, LP, JCP Investment Management, LLC and CRC Founders Fund LP. 99.5 - Joint Filing Agreement, dated May 5, 2026.