Current Report Filing (8-k)
July 21 2016 - 1:38PM
Edgar (US Regulatory)
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
July18,
2016
Date
of Report
[Date
of Earliest Event Reported]
PCS
EDVENTURES!.COM, INC.
(Exact
name of Registrant as specified in its Charter)
IDAHO
|
|
000-49990
|
|
82-0475383
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.)
|
345
Bobwhite Court, Suite 200
Boise,
Idaho 83706
(Address
of Principal Executive Offices)
(208)
343-3110
(Registrant’s
Telephone Number, including area code)
N/A
(Former
name or former address, if changed since last report.)
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 (see general instruction A.2. below):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14-a-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))
Item
3.02 Unregistered Sales of Equity Securities.
On
July 18, 2016, the Company completed the offer and sale of 6,250,000 shares of its common stock comprised of “restricted
securities” as defined under Rule 144 of the Securities and Exchange Commission (the “SEC”) for $500,000, to
“accredited investors,” two of whom were directors or executive officers of the Company. The purchase price was $0.08
per share. Prior to the completion of this private offering, there were 82,480,682 shares of the Company’s common stock
outstanding, and when these 6,250,000 shares are issued of record, there will be 88,730,682 outstanding shares. The 6,250,000
shares offered and sold will represent approximately seven percent of the outstanding securities of the Company.
The
issuance of these shares was exempt from registration under Section 5 of the Securities Act of 1933, as amended (the “Securities
Act”), pursuant to Section 4(a)(2) of the Securities Act, as a transaction not involving a public offering.
Item
7.01 Regulation FD Disclosure.
See
Item 9.01,
Exhibit 99
, regarding a Press Release disseminated on July 21, 2016, referencing the private sale of the 6,250,000
shares outlined in Item 3.02.
The
information contained in this Item 7.01 and 9.01 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 9.01 in
Exhibit 99
shall
not be deemed to be incorporated by reference into our filings under the Securities Act or the Exchange Act.
Item
9.01 Financial Statements and Exhibits.
(b)
Exhibits.
Exhibit
No.
|
|
Exhibit
Description
|
|
|
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99
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Press
Release dated July 21, 2016
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SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed
on its behalf by the undersigned hereunto duly authorized.
PCS
EDVENTURES!.COM, INC.
Dated:
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July 21, 2016
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By:
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/s/
Robert O. Grover
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Robert
O. Grover
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|
|
|
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Executive
Vice President
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