false
--03-31
0001122020
0001122020
2026-04-20
2026-04-20
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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: April 20, 2026
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) |
11915
W. Executive Drive, Suite 101
Boise,
Idaho 83713
(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
5 – Corporate Governance and Management
Item
5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Pursuant
to Section 30-29-1006 of the Idaho Business Corporation Act (the “Idaho Act”), PCS Edventures!, Inc. (the “Corporation”),
effective on the later of the filing of these Articles of Amendment (the “Articles of Amendment”) with the Office of the
Secretary of State of Idaho, and, the issuance of a new CUSIP Number by CUSIP GLOBAL SERVICES, along with the declaration by the Financial
Industry Regulatory Authority (“FINRA”) of a record date for the Articles of Amendment and the one (1) for twelve (12) reverse
split (the “Reverse Split”), which is outlined below in a resolution of the Board of Directors of the Corporation and which
is an integral part of the Articles of Amendment (the “Reverse Split Effective Date”), herby adopts the following Articles
of Amendment to the Corporation’s Articles of Incorporation:
ARTICLE
5
5.1
COMMON STOCK. This Corporation is authorized to issue two (2) classes of stock designated, respectively, “Preferred Stock”
and “Common Stock.” This Corporation is authorized to issue a total of Thirty-Two Million (32,000,000) shares (without par
value) consisting of Twenty Million (20,000,000) shares of Preferred Stock, and Twelve Million (12,000,000) shares of Common Stock. Each
outstanding share of Common Stock shall be entitled to one (1) vote on each matter submitted to a vote in a meeting of Shareholders.
Votes may not be cumulative. Holders of Common Stock shall have no preemptive rights.
RESOLVED,
that the issued and outstanding shares of Common Stock of the Corporation shall be subject to the foregoing Reverse Split, with all fractional
shares being rounded to the nearest whole share on a stockholder of record basis.
All
other provisions of the Corporation’s Second Amended and Restated Articles of Incorporation remain in effect and are not amended
hereby.
The
undersigned certifies that the foregoing Articles of Amendment were approved by the Shareholders of the Corporation by a majority vote
of the outstanding shares of Common Stock at a Special Meeting of Shareholders duly called and held in accordance with the provisions
of Article II, Section 2, of the Third Amended Bylaws of the Corporation; and where a quorum of Shareholders was present and voted in
favor of the Articles of Amendment and the Reverse Split, on April 20, 2026, in the manner required by the Idaho Act and by the Second
Amended and Restated Articles of Incorporation of the Corporation.
The
vote of the Shareholders was 63,085,815 shares or 54% of the 116,823,148 outstanding shares of Common Stock in favor of the adoption
of the Articles of Amendment, with none voting against or voting for withhold authority vote. See Exhibit No. 3.7 hereto.
Additional
information about the reasons for the Reverse Split and the Authorized Shares Reduction and the related Articles of Amendment is contained
in the Definitive 14C Information Statement filed with the United States Securities and Exchange Commission (the “SEC”) on
March 23, 2026, under the heading “Reasons for the Adoption of the Reverse Split and other Implications” and the related
Adoption of the Amendment to Articles of Incorporation,” and which information is incorporated herein by reference.
As
part of the process to achieve the Reverse Split and the Authorized Shares Reduction, “FINRA” or the Financial Industry Regulatory
Authority, must set a record date (the “Reverse Split and Authorized Shares Reduction Record Date”). Following the Company’s
request of the CUSIP Service Bureau for a new CUSIP Number for the Company’s common stock, the Company was advised by FINRA that
when the Company changed its name to “PCS Edventures!, Inc.” on August 31, 2015, FINRA was not notified of the change. The
Company had filed a Definitive 14A Proxy Statement with the SEC on August 12, 2014, for an Annual Meeting of Shareholders to be held
on September 26, 2014, at which a majority of the shareholders voted to remove “com” from the Company’s name; and Articles
of Amendment removing “com” from the name of the Company were filed with the Office of the Idaho Secretary of State on August
31, 2015, and the Company changed its name in the SEC Edgar Archive, but did not file the name change with FINRA. Therefore, Director
Bledsoe stated that the new Company name, “PCS Edventures!, Inc.,” be included in the new CUSIP Number obtained for the Reverse
Split and the Authorized Shares Reduction. The Board of Directors unanimously approved this action.
Section
9 - Financial Statements and Exhibits.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
| Exhibit
No. |
|
Description of Exhibit |
| |
|
|
| 3.7 |
|
Articles of Amendment dated April 20, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (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:
April 21, 2026 |
By: |
/s/
Michael Bledsoe |
| |
|
Michael
Bledsoe, President, Director and
Principal
Financial Officer |
