PCSV to Cut Authorized Shares, Re-Elect Board at 2025 Annual Meeting

TL;DR

**PCSV's move to reduce authorized shares is a bullish signal for existing shareholders, hinting at less dilution and a tighter capital structure, making it a buy.**

AI Summary

PCS Edventures!, Inc. (PCSV) is holding its 2025 Annual Meeting of Shareholders on September 26, 2025, to address several key business items. Shareholders will vote on the re-election of the current Board of Directors, including Todd R. Hackett (CEO), Michael J. Bledsoe (President), and Sean P. Iddings (Independent Director). A significant proposal involves amending the Articles of Incorporation to decrease the authorized shares of common stock from 150,000,000 to 125,000,000 no par value shares. The company also seeks ratification of Haynie & Company as its independent registered public accounting firm for Fiscal Year 2026. As of the August 8, 2025 Record Date, approximately 118,076,784 shares of common stock are anticipated to be outstanding. The Board of Directors, collectively owning 51.3% of outstanding shares, intends to vote in favor of all proposals, ensuring a quorum and likely passage of the measures. The company emphasizes STEM education and aims to enhance shareholder value.

Why It Matters

The proposed reduction in authorized shares from 150,000,000 to 125,000,000 could signal a move towards managing dilution or preparing for future capital actions, directly impacting investor perception of share value. The re-election of the current board, including CEO Todd R. Hackett and President Michael J. Bledsoe, indicates continuity in leadership and strategic direction, which is crucial for employees and customers relying on stable management. The ratification of Haynie & Company as auditors ensures ongoing financial oversight and transparency, vital for maintaining investor confidence and regulatory compliance. In a competitive educational technology market, these governance decisions reflect PCSV's operational stability and commitment to its long-term vision.

Risk Assessment

Risk Level: low — The risk level is low because the Board of Directors, holding 51.3% of the outstanding shares, intends to vote in favor of all proposals, including the election of directors and the amendment to decrease authorized shares. This significant insider ownership ensures a high probability of these measures passing, reducing uncertainty for investors regarding the outcome of the Annual Meeting.

Analyst Insight

Investors should monitor the outcome of the vote to decrease authorized shares, as this could positively impact per-share metrics and signal a more disciplined capital management approach. Given the high insider ownership and their stated intent to vote for all proposals, consider this a stable governance environment for PCSV.

Key Numbers

• 150,000,000 — Current authorized shares of common stock (Proposed to be decreased)
• 125,000,000 — Proposed authorized shares of common stock (Decrease from 150,000,000)
• 118,076,784 — Anticipated outstanding shares of common stock (As of Record Date August 8, 2025)
• 51.3% — Percentage of outstanding shares owned by officers and directors as a group (Ensures a quorum and likely passage of proposals)
• 47.0% — Percentage of shares owned by Todd R. Hackett (Chairman & CEO)
• 2.3% — Percentage of shares owned by Michael J. Bledsoe (President and Director)
• 9.9% — Percentage of shares owned by Daniel Fuchs (>5% Holder)
• 6.2% — Percentage of shares owned by K2Red, LLC (>5% Holder)
• 3 — Number of regular Board meetings (Conducted during Fiscal Year 2025)
• 75% — Minimum attendance rate for Board meetings (Achieved by all directors)

Key Players & Entities

• PCS Edventures!, Inc. (company) — Registrant
• Todd R. Hackett (person) — Chairman & CEO, Director
• Michael J. Bledsoe (person) — President and Director
• Sean P. Iddings (person) — Independent Director
• Haynie & Company (company) — Independent registered public accounting firm
• Daniel Fuchs (person) — >5% Holder
• K2Red, LLC (company) — >5% Holder
• SEC (regulator) — Securities and Exchange Commission
• Broadridge Financial Solutions, Inc. (company) — Vote Processing
• Idaho (regulator) — State of incorporation

FAQ

Industry Context

PCS Edventures!, Inc. operates within the education technology sector, with a stated focus on STEM education. This industry is characterized by rapid technological advancements, evolving pedagogical approaches, and increasing demand for digital learning solutions. Competition comes from a wide range of providers, from established educational publishers to agile EdTech startups, all vying for market share in K-12 and higher education segments.

Regulatory Implications

The proposed amendment to decrease authorized shares from 150,000,000 to 125,000,000 requires shareholder approval and an amendment to the company's Articles of Incorporation. This action is subject to state corporate law and SEC regulations regarding proxy solicitations and corporate governance. Failure to achieve the necessary shareholder vote could impact the company's ability to manage its capital structure effectively.

What Investors Should Do

1. Review the Proxy Statement thoroughly.
2. Vote your shares.
3. Confirm your voting method if shares are held in 'street name'.

Key Dates

• 2025-08-08: Record Date set for the 2025 Annual Meeting of Shareholders. — Shareholders as of this date are entitled to notice of and to vote at the Annual Meeting.
• 2025-08-15: Anticipated mailing date for the Notice of Internet Availability of Proxy Soliciting Materials. — Informs shareholders how to access proxy materials and vote, with a minimum of 40 days before the meeting.
• 2025-09-25: Deadline for voting by Internet or Phone, and deadline for mail-in Proxy Vote Card to be received. — Ensures shareholder votes are counted for the Annual Meeting.
• 2025-09-26: 2025 Annual Meeting of Shareholders. — Shareholders will vote on director re-elections, auditor ratification, and a stock authorization amendment.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders about matters to be voted on at an annual meeting. (This document is the proxy statement for PCS Edventures!, Inc.'s 2025 Annual Meeting.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (August 8, 2025, is the Record Date for PCS Edventures!, Inc.'s 2025 Annual Meeting, meaning shareholders as of this date can vote.)

Proxy Statement

A document that a company's management sends to shareholders before a shareholder meeting, soliciting their votes on specific proposals. (This document outlines the proposals to be voted on at the PCS Edventures!, Inc. Annual Meeting and provides information for shareholders to make informed decisions.)

Articles of Incorporation

The foundational legal document of a corporation, filed with the state, that outlines the basic structure and purpose of the company. (PCS Edventures!, Inc. is proposing an amendment to its Articles of Incorporation to decrease authorized shares.)

Independent Registered Public Accounting Firm

An external audit firm hired by a company to conduct an independent audit of its financial statements. (Haynie & Company is proposed to be ratified as PCS Edventures!, Inc.'s auditor for Fiscal Year 2026.)

Quorum

The minimum number of shareholders or proxies required to be present at a meeting for business to be legally transacted. (A majority of outstanding shares must be present (in person or by proxy) for a quorum at PCS Edventures!, Inc.'s Annual Meeting.)

Street Name

When shares of a company are held in an account by a broker, bank, or other nominee on behalf of the beneficial owner. (Shareholders holding stock in 'street name' must follow their nominee's instructions to vote their shares.)

Year-Over-Year Comparison

This filing is a proxy statement for the 2025 Annual Meeting and does not contain comparative financial performance data from a previous year's annual report. However, it does propose a significant change to the company's capital structure by reducing authorized shares from 150,000,000 to 125,000,000, indicating a potential strategic shift or a response to current share structure needs. The re-election of the current board and ratification of the auditor suggest continuity in leadership and financial oversight.

Filing Documents

• formdef14a.htm (DEF 14A) — 185KB
• logo_001.jpg (GRAPHIC) — 5KB
• 0001641172-25-023343.txt ( ) — 193KB

From the Filing

DEF 14A 1 formdef14a.htm DEF 14A UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Under Rule 14a-12 PCS Edventures!, Inc. (Exact name of Registrant as specified in its charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Exchange Act Rules 14a-6(i)(4) and 0-11. Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes No PCS Edventures!, Inc. 941 S. Industry Way, Meridian, Idaho 83642 (208) 343-3110 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To the Shareholders of PCS Edventures!, Inc.: The 2025 Annual Meeting of Shareholders of PCS Edventures!, Inc. (the “Annual Meeting”) will be held at the PCS Edventures!, Inc. corporate offices at 941 S. Industry Way, Meridian, Idaho, 83642, on September 26, 2025, at 10:00 a.m. Mountain Time. At this year’s Annual Meeting, we plan to conduct the following business items: 1. To elect the current members of our Board of Directors; 2. The ratification of the selection of Haynie & Company, as our independent registered public accounting firm for our fiscal year ending March 31, 2026 (the “Fiscal Year 2026”); 3. Vote to Amend our Articles of Incorporation to decrease our authorized shares of common stock from 150,000,000 no par value shares to 125,000,000 no par value shares; and 4. To transact such other business as may properly come before the Annual Meeting (and any adjournment thereof), all in accordance with the accompanying Proxy Statement. Shareholders of record at the close of business on Friday August 8, 2025, are entitled to notice of and to vote at the Annual Meeting (the “Record Date”), which has been set in accordance with Section 5 of our Third Amended Bylaws, filed as Exhibit 3.6 to our 10-K Annual Report for the fiscal year ended March 31, 2025 ( the “Fiscal Year 2025 10-K”) in Item 15 thereof. All shareholders are cordially invited to attend the Annual Meeting in person. However, whether or not you expect to attend the Annual Meeting in person, you are urged to participate by voting. The Proxy Statement, Proxy Vote Card, and our Fiscal Year 2025 10-K are available online as provided herein and are incorporated herein by reference (the “Proxy Soliciting Materials”). You may also vote over the Internet or by telephone using the information listed on the Proxy Vote Card and voting instruction form. If you send your Proxy Vote Card and then decide to attend the Annual Meeting to vote your shares in person, you may still do so. Your Proxy is revocable in accordance with the procedures set forth in the Proxy Statement. If you are unable to attend the Annual Meeting and would like to participate, we are broadcasting a live webinar of the Annual Meeting for shareholders. Information to access this webinar is listed in the Proxy Statement. By the Order of the Board of Directors, /s/ Todd R. Hackett Todd R. Hackett, Chairman of the Board 2 of 16 PCS Edventures!, Inc. 941 S. Industry Way, Meridian, Idaho 83642 (208) 343-3110 PROXY Annual Meeting and Proxy Solicitation Information This Proxy Statement is furnished by our Board of Directors for the solicitation of proxies from the holders of our common stock in connection with the Annual Meeting of shareholders. TIME : 10:00 a.m., Mountain Time, on Friday, September 26, 2025. PLACE : To be held at the PCS Edventures!, Inc. (“PCS,” the “Company,” “we,” “our,” “us” and words of similar import) corporate offices at 941 S. Industry Way, Meridian, Idaho, 83642. The Notice of Annual Meeting of Shareholders (the “Notice of the Annual Meeting), this Proxy Statement, the Proxy Vote Card and the Fiscal Year 2025 10-K are available online and incorporated herein by reference (the “Proxy Soliciting Materials”); and the Notice of Internet Availability of the Proxy Soliciting Materials (the “Notice of Internet Availability”) will be mailed to our shareholders on August 15, 2025. Voting Procedures The presence in person or b

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View this DEF 14A filing on SEC EDGAR