PCS Edventures!, Inc. (Form: 8-K, Received: 06/30/2025 12:15:46)

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 earliest event reported: June 30, 2025

PCS Edventures!, Inc.

(Exact name of Registrant as specified in its charter)

N/A

(Former name or address, if changed since last report)

Idaho

000-49990

82-0475383

(State or Other Jurisdiction

Of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

941 S. Industry Way

Meridian, Idaho 83642

(Address of Principal Executive Offices, Including Zip Code)

(208) 343-3110

(Registrant’s Telephone Number, Including Area Code)

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:

☐	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: None.

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter or Rule 12b-2 of the Securities and Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Section 7 - Regulation FD

Item 7.01 Regulation FD Disclosure.

See Section 9, Financial Statements and Exhibits, Item 9.01, below, and Exhibit 99.

The information contained in this Item 7.01 and in Exhibit 99 is being furnished, and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under such Section 18. Furthermore, the information contained in this Item 7.01 and in Exhibit 99 shall not be deemed to be incorporated by reference into our filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

Section 9 - Financial Statements and Exhibits.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description of Exhibit

99		Press Release dated June 30, 2025
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PCS Edventures!, Inc.

Date: June 30, 2025	By:	/s/ Michael J. Bledsoe
		Michael J. Bledsoe
		President, Director and Principal Financial Officer

Exhibit 99.1

For Immediate Release

June 30, 2025

PCS Edventures! Announces Results

For Fiscal Year 2025

Boise, Idaho, June 30, 2025 — PCS Edventures!, Inc. (“PCSV”), a leading provider of TK-12 Science, Technology, Engineering and Mathematics (“STEM”) education programs, today announced results of operations for its fiscal year ended March 31, 2025.

Fourth Quarter 2025 Overview:

	●	Revenue decreased 42.8% to $1.29 million in the fourth quarter of 2025 compared to the prior year.
	●	Gross margin of 59.4% in the fourth quarter of 2025.
	●	Net income before income tax provision was -$0.04 million in the fourth quarter versus $0.65 million in the previous year same quarter.
	●	During the quarter, shares outstanding declined 0.6% as 769,230 shares were repurchased.
	●	Subsequent to March 31, 2025, shares outstanding declined 0.2% as 264,959 shares were repurchased.
	●	On June 2nd, we uplisted to the OTCQB.

Full Year 2025 Overview:

	●	Revenue decreased 18.4% to $7.42 million compared to the prior year.
	●	Gross margin of 59.8% in FY 2025.
	●	Net income before income tax provision decreased 59% versus last year.
	●	Cash on hand grew 242% to $3.2 million compared to the prior year.
	●	Shares outstanding decreased 2.04% as 2,543,731 shares were repurchased during the fiscal year.

Mike Bledsoe, President, commented, “Our market during the fourth quarter of our fiscal year 2025 was challenging, with a number of factors negatively impacting our results. ESSER funds were not extended, a few large customer orders were either zero or less than prior years, and there was hesitancy in our market due to the uncertainty created by the new administration’s education policies. Our team is working hard to navigate this environment and succeed. We’ll continue to build the foundation for a larger company, focusing our strategies in the context of the longer-term.”

Todd Hackett, CEO, stated, “Our team has been working hard to take market share in a difficult environment. Our investments in our warehouse facility have allowed us to turn around kits in days instead of weeks allowing us meet delayed demand. Previously, we would have not been able to meet those demands. We have announced a 10 million share buy-back program. Development of our new drone is well on target and provides a huge untapped opportunity. Our business is nimble, flexible and up for the challenge.”

For more information about PCS Edventures!, Inc., visit our website.

Company financial information and reports can be found at https://www.sec.gov

About PCS Edventures!, Inc.

PCS Edventures!, Inc. (“OTCPK: PCSV”) is a Boise, Idaho company that designs and delivers technology-rich products and services for the TK-12 market that develop 21st-century skills. PCS programs emphasize experiential learning in Science, Technology, Engineering, and Math (“STEM”). https://edventures.com/.

Forward-Looking Statements.

This Press Release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Press Release. This Press Release should be considered in light of the disclosures contained in the filings of PCS and its “forward-looking statements” in such filings that are contained in the United States Securities and Exchange Commission (the “SEC”) Edgar Archives at https://www.sec.gov.

Contact.

Investor Contact: Michael Bledsoe 1.800.429.3110, mikeb@edventures.com

Investor Relations Web Site: https://investors.edventures.com/

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