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: February 14, 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 February 14, 2025

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: February 14, 2025	By:	/s/ Michael Bledsoe
		Michael Bledsoe
		President, Director and Principal Financial Officer

Exhibit 99

FOR IMMEDIATE RELEASE

February 14, 2025

PCS Edventures! Reports Unaudited Results

For the Third Quarter of Fiscal Year 2025

Boise, Idaho, February 14, 2025 — PCS Edventures!, Inc. (“PCSV”), a leading provider of K-12 Science, Technology, Engineering and Mathematics (“STEM”) education programs, today announced unaudited results of operations for its third quarter of Fiscal Year 2025, which ended on December 31, 2024.

Revenue was $0.70 million compared to $0.46 million in revenue for the same period last year. Net income before income tax provisions was ($0.43 million), compared to net income before income tax provisions of ($0.41 million) for the same period last year. The Company ended the quarter with $3.59 million in cash.

Mike Bledsoe, President, commented, “The third quarter of our fiscal year is the low point of our seasonality cycle. While it was nice this year to exceed last year’s quarterly revenue, the absolute numbers are quite small compared to the other three quarters of the fiscal year. More importantly, we have been preparing the foundation for stronger quarters ahead, including a significant investment in our warehouse and office capacity. This impacted short-term profitability in the quarter, but it was essential for improving operations and scaling for future growth. We expect these investments to pay off in the future.”

Todd Hackett, CEO, stated, “While our business has seasonality, we have confidence over our full cycle in our profitability and over the longer term in our growth prospects. When looking out over the longer term, we like what we see, and have been buying back our common stock and retiring it as opportunities have presented themselves. For the three months ended December 31, 2024, we bought back 1,172,417 shares of our common stock. Including the share purchases we disclosed in January, 2025, we have purchased and retired 2,543,731 shares in Fiscal Year 2025, which represents a 2.0% reduction in shares outstanding.”

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 K-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, [email protected]

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

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