and Exchange Commission
to Section 13 or 15(d) of the Securities Exchange Act of 1934
of Earliest Event Reported]
name of Registrant as specified in its Charter)
or Other Jurisdiction
Bobwhite Court, Suite 200
of Principal Executive Offices)
Telephone Number, including area code)
name or former address, if changed since last report.)
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):
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
3.02 Unregistered Sales of Equity Securities.
September 28, 2016, the Company completed the offer and sale of 5,076,922 shares of its common stock comprised of “restricted
securities” as defined under Rule 144 of the Securities and Exchange Commission (the “SEC”) for $329,999.93,
to “accredited investors.” The purchase price was $0.065 per share. Prior to the completion of this private offering,
there were 88,730,682 shares of the Company’s common stock outstanding, and when these 5,076,922 shares are issued of record,
there will be 93,807,604 outstanding shares. The 5,076,922 shares offered and sold will represent approximately five percent of
the outstanding securities of the Company.
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.
7.01 Regulation FD Disclosure.
Item 9.01, Exhibit 99, regarding a Press Release disseminated on October 3, 2016, referencing the private sale of the 5,076,922
shares outlined in Item 3.02.
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.
9.01 Financial Statements and Exhibits.
| || || |
Release dated October 3, 2016|
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.|
October 3, 2016
Robert O. Grover|