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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: November 13, 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) |
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 November 13, 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:
November 13, 2026 |
By: |
/s/
Michael Bledsoe |
| |
|
Michael
Bledsoe |
| |
|
President,
Director and Principal Financial Officer |
Exhibit 99
For
Immediate Release
November
13, 2026
PCS
Edventures! Announces Results for
the
Second Quarter of Fiscal Year 2027
Meridian,
Idaho, November 13, 2026 — 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 second quarter of fiscal year
2027, which ended on September 30, 2026.
Second
Quarter 2027 Overview:
| |
● |
Revenue
increased 14.1% to $1.75 million in the second quarter of fiscal year 2027 compared to the second quarter in the previous year. |
| |
|
|
| |
● |
Gross
margin decreased 60 basis points to 57.4% in the second quarter of fiscal year 2027 compared to the second quarter in the previous
year. |
| |
|
|
| |
● |
Net
income before income tax provision was ($0.12 million) in the second quarter versus $0.0 million for the same quarter in the previous
year. |
| |
|
|
| |
● |
Cash
on hand decreased $0.36 million to $2.32 million versus the balance at the beginning of the fiscal year. |
| |
|
|
| |
● |
During
the quarter, 195,711 shares were repurchased, for aggregate consideration of $282,853, with the intent of being canceled. |
Mike
Bledsoe, President, commented, “I am pleased that our hard work is starting to show up in the numbers. While we don’t typically
provide guidance, we have good visibility for the quarter we are in now, due to the fulfillment stages of a large order, and expect revenue
to be more than double that of last year’s comparable quarter. We are starting to gain traction in our key growth initiatives,
specifically our investments in our sales team and our recently released our Drone Pathways program and expect these investments
to show significant results going forward.”
Suzanne
DeZego, Chief Operating Officer stated, “Our focus is on turning our investments in sales and product development into consistent
execution. That means keeping our teams aligned around customer needs, supporting educators as they implement our programs, and managing
expenses carefully as we pursue growth.”
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 Meridian, 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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