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Public Company Management Corporation approved an amendment to Article 4 to restate authorized capital at 550,000,000 shares: 500,000,000 Common Stock and 50,000,000 Preferred Stock. The Board is expressly authorized to create one or more classes or series of Preferred Stock with designations and rights fixed by the Board.
The Amendment was approved by written consent of stockholders holding 23,946,307 shares (approximately 70.3%) of the 34,276,816 shares outstanding as of the Record Date and will become effective upon filing a Certificate of Amendment with the Nevada Secretary of State, expected no earlier than 20 calendar days after mailing. The Company also disclosed a non-binding LOI to acquire Physicians Capital Management Corporation, contemplating former Physicians shareholders owning ~80% of PCMC post-closing, subject to due diligence and a Definitive Agreement.
Public Company Management Corporation is furnishing an Information Statement to notify holders of an approved amendment to Article 4 of its Articles of Incorporation to restate authorized capital at 550,000,000 shares.
The amendment, approved by the Board and by Written Consent of stockholders holding 70.3% of the voting power, increases authorized share capital to 500,000,000 shares of Common Stock and 50,000,000 shares of Preferred Stock, each with a par value of $0.001 per share, and expressly grants the Board authority to create one or more classes or series of Preferred Stock and fix their terms under Nevada law. The Amendment does not itself issue shares; actual issuances would require compliance with applicable law and any required approvals.
The Company reports 34,276,816 shares of Common Stock outstanding as of the Record Date (February 28, 2026). The Information Statement discloses a contemplated, non-binding LOI under which PCMC may acquire Physicians Capital Management Corporation; parties currently contemplate former Physicians shareholders would own approximately 80% of PCMC post-closing on a fully diluted, as-converted basis, subject to a Definitive Agreement, due diligence, approvals, and applicable tax treatment.
Public Company Management Corporation is amending and restating Article 4 of its Articles of Incorporation to confirm authorized capital of 550,000,000 shares, consisting of 500,000,000 shares of common stock and 50,000,000 shares of preferred stock, each with $0.001 par value.
The Board is expressly authorized to create one or more series of preferred stock and set their specific rights and preferences under Nevada law. A stockholder holding 23,946,307 common shares, or about 70.3% of voting power, approved the change by written consent. The amendment will take effect after a Schedule 14C information mailing and subsequent Nevada filing and does not by itself issue any new shares.
Public Company Management Corporation has signed a non-binding letter of intent to acquire all of the stock of Physicians Capital Management Corporation, a healthcare facilities owner that leases properties under long-term net leases. The deal is expected to be a stock-for-stock business combination that would make Physicians a wholly owned subsidiary or equivalent.
The contemplated exchange ratio is structured so former Physicians shareholders would own about 80% of PCMC’s equity (voting and economic, fully diluted) after closing, with existing PCMC holders retaining about 20%, before any reverse split. PCMC, currently a reporting shell company, expects the transaction to be treated as a business combination related shell company transaction and a potential change of control, requiring a “Super 8-K” with Form 10-level disclosure after closing.
The LOI is largely non-binding and subject to detailed conditions, including satisfactory due diligence, audited Physicians financials for 2024 and 2025, negotiation and execution of a definitive agreement, shareholder and third-party approvals, and agreement on post-closing board and management roles, including appointing Conrad Ivie, M.D. as Chairman and CEO of PCMC at closing. Physicians and its controlling shareholder have agreed to a 90-day exclusivity period with a no-shop covenant, while both sides bear their own transaction expenses.
Public Company Management Corporation reported another loss for the quarter ended December 31, 2025, while remaining a shell company seeking a business combination. The company generated no revenue and recorded a net loss of $17,023, slightly improved from a restated loss of $20,337 a year earlier.
At December 31, 2025, total assets were $256,744, including cash of $71,555 and a note receivable of $163,000 from Physicians Capital Management Corporation, with accrued interest receivable of $2,189. Liabilities totaled $480,928, driven mainly by a related-party promissory note of $350,000 accruing 3% interest and related accrued interest of $97,154.
The company had a stockholders’ deficit of $224,184 and an accumulated deficit of $5,753,200, and its auditors and management highlight substantial doubt about its ability to continue as a going concern. Operations are funded by related parties, including Repository Services LLC and Specialty Capital Lenders LLC. Management is focused on completing a business combination and is in substantive negotiations with Physicians Capital Management Corporation, a healthcare real estate company, though no definitive agreement or letter of intent has been signed.