[8-K] PCS Edventures!, Inc. Reports Material Event
Rhea-AI Filing Summary
PCS Edventures!, Inc. reported weaker results for fiscal year 2026, with revenue down 14.4% to $6.3 million and net income before income taxes dropping 74.6% to $321,455. The company still produced a solid 60.5% gross margin.
PCS ended the year with $2.7 million in cash and no debt, and reduced its share count by 4.66% to 9,707,960 shares through repurchases. Management highlighted a new COO and Director of Sales, a next-generation drone program, a $1.5 million order expected in the second half of the calendar year, and a 1-for-12 reverse stock split as part of broader operational and shareholder-focused initiatives.
Positive
- None.
Negative
- None.
Insights
Revenue and earnings declined sharply, but balance sheet and strategic moves provide some support.
PCS Edventures! saw fiscal 2026 revenue fall 14.4% to $6.3 million, while net income before taxes plunged 74.6% to $321,455. Despite the earnings pressure, gross margin remained relatively strong at 60.5%, indicating the core economics of its STEM education offerings are intact.
The company ended the year with $2.7 million in cash and no debt, providing flexibility while navigating a challenging funding environment for schools. Shareholders saw a 4.66% reduction in outstanding shares as 481,561 shares were repurchased under a program authorizing up to 833,334 shares.
Management points to growth initiatives, including the Drone Pathways program and a $1.5 million order expected in the second half of 2026, plus a 1-for-12 reverse stock split and OTCQB uplisting. Future filings will show whether these steps translate into renewed top-line growth and improved profitability.
8-K Event Classification
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of earliest event reported:
(Exact name of registrant as specified in its charter)
N/A
(Former name or address, if changed since last report)
(State or Other Jurisdiction Of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
(Address of Principal Executive Offices, Including Zip Code)
(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 | Earnings Press Release dated June 26, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
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 26, 2026 | By: | /s/ Michael J. Bledsoe |
| Michael J. Bledsoe | ||
| President, Director and Principal Financial Officer | ||
| 3 |
Exhibit 99
For Immediate Release
June 26, 2026
PCS Edventures! Announces Results
For Fiscal Year 2026
Full Year 2026 Overview:
| ● | Revenue decreased 14.4% to $6.3 million compared to the prior year. | |
| ● | Gross margin of 60.5% in FY 2026. | |
| ● | Net income before income tax provision decreased 74.6% to $321,455 versus last year. | |
| ● | Cash on hand at the end of FY 2026 was $2.7 million. The Company has no debt. | |
| ● | Shares outstanding decreased 4.66% to 9,707,960 shares, as 481,561 shares were repurchased during FY 2026. |
Mike Bledsoe, President, commented, “Our market during fiscal year 2026 was again challenging due to uncertainties about funding amounts and funding processes. This uncertainty is fading, and we believe there are much better times ahead for our Company. We have several reasons to be optimistic when looking forward. During fiscal year 2026, the Company brought a new COO and new Director of Sales on board. These individuals are very high quality and will undoubtedly add tremendous value to the Company during their tenure. Additionally, the Company introduced its next generation drone program, called Drone Pathways, which is gaining traction and should contribute significantly to future revenue. Furthermore, we are preparing to fulfill a $1.5 million order in the second half of this calendar year - an order we won through a Request for Proposal (“RFP”) process. Finally, we recently partnered with a service provider to respond to, and ultimately win, another RFP. While the amount of this contract is relatively small, it proves the concept that a partnership between our Company, which offers products and curriculum, and a complimentary education company capable of providing the physical services requested, can be competitive in the marketplace.”
Todd Hackett, CEO, stated, “In additional to the operational investments that Mike has described, we have also made significant investments in shareholder-friendly initiatives during FY 2026. In April of 2025, we announced that the Board had approved a share buyback program of up to 833,334 shares. During FY 2026, we purchased 481,561 shares under this authorization. In June of 2025, we uplisted to the OTCQB, enhancing visibility of our common stock. In September of 2025, we held our first annual shareholders meeting in nine (9) years, re-establishing a process for shareholders to interact with Company management and vote on important corporate matters. In March of 2026, we filed a Definitive 14C to conduct a one (1) for 12 reverse stock split, which become effective on May 4, 2026. As our operations improve, the Board will contemplate implementing additional shareholder-friendly initiatives.”
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/
# # #
Page | 2 |