Public Company Management Corporation (PCMC) is registering up to 68,566,368 common shares for issuance to Physicians Capital Management Corporation stockholders in a proposed share exchange to acquire all of Physicians’ outstanding capital stock. At closing, PCMC also expects to issue 24,913,918 unregistered preferred shares to Conrad B. Ivie, M.D., and 3,750,000 unregistered Series B-1 preferred shares to Specialty Capital Lenders LLC to cancel PCMC’s $350,000 note and Physicians’ $163,000 note. The transaction is subject to the registration statement becoming effective and other closing conditions; no PCMC stockholder vote is required.
After closing, Physicians would be PCMC’s wholly owned subsidiary, with a medical facility in Carmel, Indiana leased to a single tenant as its principal business. Current annual base rent is $794,788. Pro forma total debt was $10,270,560 as of June 30, 2026, excluding seller financing that had been satisfied in full. Former Physicians equityholders are expected to own approximately 80% of PCMC’s fully diluted common stock; legacy PCMC holders, 13.9%; and Specialty Capital Lenders LLC, 6.1%. Ivie is expected to control approximately 90% of voting power. PCMC has no current operations or revenues, and its independent auditor has expressed substantial doubt about its ability to continue as a going concern.
Public Company Management Corporation (PCMC) designated three preferred-stock series: 1,000,000 Series A shares, 25,000,000 Series B-1 shares and 10,000,000 Series B-2 shares, from its 50,000,000 authorized preferred shares. Series A would carry votes equal to twice the combined number of outstanding common shares and votes allocated to other voting preferred stock. While B-1 and B-2 are the only other voting preferred series outstanding, Series A would represent approximately two-thirds of total voting power. It converts one-for-one at the holder’s election and automatically upon the earlier of Nasdaq’s approval of the company’s initial listing application or the first listing of common stock on a national securities exchange, ending its special voting rights.
Series B-1 votes one-for-one with common stock and may convert into four common shares per preferred share beginning 18 months after original issuance; Series B-2 has the same voting basis and may convert into eight common shares beginning 24 months after original issuance. Both series automatically convert before specified reorganization events unless a majority of the applicable series approves assumption on substantially equivalent terms. The three series have no dividend rights or preferred-stock liquidation preference; B-series holders participate in dividends or liquidation proceeds only after conversion. The designation leaves 14,000,000 authorized preferred shares undesignated.
Public Company Management Corporation amended its Share Exchange Agreement with Physicians Capital Management Corporation and Conrad Ivie, M.D. on October 1, 2026. The amendment revises the voting and conversion terms of the Series A Voting Preferred Stock, Series B-1 Convertible Preferred Stock and Series B-2 Convertible Preferred Stock to be issued in connection with the contemplated transactions.
It corrects references to Physicians’ capitalization immediately prior to Closing: from 10,000 authorized and outstanding common shares to 10,000,000 authorized and 10,000,000 issued and outstanding common shares. The corrected count includes shares issued under Permitted Employee Equity Grants and excludes shares surrendered to Physicians and not reissued before Closing. The amendment also waives the requirements to execute and deliver a Voting Agreement and a Lock-Up Agreement, along with related closing conditions and delivery obligations.
PUBLIC COMPANY MANAGEMENT CORPORATION (PCMC) has a controlling shareholder, Repository Services LLC, which reports beneficial ownership of 23,946,307 common shares, equal to 69.84% of the outstanding stock, with sole voting and dispositive power. Repository Services LLC acquired the shares from prior stockholders using its capital contributions and working capital from third-party investors who only hold economic, not voting, interests in the securities.
The reporting holder states it acquired the stake to exercise control over PCMC and influence management, operations, capital structure and strategic direction. Potential actions include business combinations or reverse-merger transactions (including a proposed acquisition of Physicians Capital Management Corporation), changes to capitalization, influencing the board and senior management, and buying or selling additional shares, depending on conditions.
PUBLIC CO MANAGEMENT CORP (PCMC) has a new controlling shareholder. Repository Services LLC filed a Schedule 13D reporting beneficial ownership of 23,946,307 shares of PCMC common stock, equal to 70.3% of outstanding shares, giving it sole voting and dispositive power over this stake.
Repository Services LLC acquired the shares from prior stockholders using its own capital and funds contributed by third-party investors who hold only economic, not voting or dispositive, interests. It states that it holds the stake to exercise control over PCMC and influence management, operations, capital structure and strategic direction, and may pursue business combinations or reverse‑merger transactions, including a proposed acquisition of Physicians Capital Management Corporation, as well as possible future share purchases or sales.
PUBLIC CO MANAGEMENT CORP (PCMC) reports that REPOSITORY SERVICES LLC is a more-than-10% beneficial owner, filing an initial statement of ownership on Form 3. The reporting entity holds 23,946,307 shares of PCMC common stock directly, acquired from prior stockholders.
The shares were purchased using the reporting entity’s capital and working capital funded by third-party investors. Those investors have an economic interest in the securities but, according to the disclosure, do not have voting or dispositive power over the shares.
Public Company Management Corporation reports that it remains a non‑operating shell with no revenues for the three and nine months ended June 30, 2026 and a net loss of $115,690 for the nine‑month period, compared with a loss of $67,356 a year earlier. General and administrative expenses more than doubled year over year to $117,498, driven largely by higher professional fees.
Liquidity is very limited: cash was $6,692 and total assets were $6,692 at June 30, 2026, against current liabilities of $329,543, resulting in a working capital deficit of $322,851. The company carries a related‑party note payable to Specialty Capital Lenders LLC of $279,484, maturing December 31, 2026, after a February 2026 restructuring that reduced principal and eliminated previously accrued interest.
Auditors and management highlight substantial doubt about the company’s ability to continue as a going concern, and management concludes that disclosure controls and internal control over financial reporting are not effective. To address its status as a shell, the company has signed a Share Exchange Agreement to acquire Physicians Capital Management Corporation, a healthcare real estate platform. If completed, Physicians’ shareholders are expected to own about 80% of the combined company through 68,566,368 new common shares and 24,913,918 preferred shares, significantly diluting current holders.
Public Company Management Corporation (PCMC) entered into a Share Exchange Agreement to acquire all issued and outstanding shares of Physicians Capital Management Corporation in exchange for 68,566,368 shares of PCMC common stock and 24,913,918 shares of PCMC preferred stock.
Under the deal the Exchange Shares will represent approximately 80% of PCMC’s outstanding common stock on a fully diluted, as-converted basis immediately after closing. The transaction contemplates reconstituting PCMC’s board with a Physicians-designated majority, appointing Conrad Ivie as CEO, and shifting PCMC’s primary business to healthcare-focused real estate. Closing is subject to customary conditions and is expected in Q3 2026.
Public Company Management Corporation agreed to acquire Physicians Capital Management Corporation through a share exchange that will shift control and change its business focus. PCMC will issue 68,566,368 shares of common stock and 24,913,918 preferred shares, including 1,000,000 Series A Voting Preferred, 15,942,612 Series B‑1, and 7,971,306 Series B‑2, in exchange for all Physicians shares.
The exchange shares are expected to represent about 80% of PCMC’s common stock on a fully diluted, as‑converted basis after closing, leaving existing PCMC holders with about 20%. Closing is targeted for the third quarter of 2026, subject to customary conditions and effectiveness of a Form S‑4 registration statement.
After closing, PCMC plans to cease being a shell company and focus on healthcare real estate, owning and developing income‑producing medical offices and outpatient facilities under long‑term triple‑net leases. Conrad Ivie, MD, is expected to gain voting control through Series A preferred and become Chief Executive Officer, with a board majority designated by Physicians.
Public Company Management Corporation remains a non-operating shell focused on finding a business combination. For the three months ended March 31, 2026, it generated no revenue and recorded a net loss of $74,107; the six-month loss was $91,130. Operating expenses rose sharply year over year due mainly to higher professional fees for audits.
Cash fell from $234,405 at September 30, 2025 to $15,052 at March 31, 2026, leaving a working capital deficit of $298,291 and an accumulated deficit of $5,827,307. The company restructured a related-party promissory note, reducing principal from $350,000 to $279,484 and temporarily suspending interest accrual, but it still depends on related parties for funding.
Management and the auditors highlight substantial doubt about the company’s ability to continue as a going concern. Internal control over financial reporting and disclosure controls were concluded to be not effective. The company reports preliminary discussions by its majority shareholder that could lead to a change in control and a potential future business combination, although no specific transaction is in place.