Public Co Management waives lock-up agreement requirement

The parties waived requirements to execute and deliver voting and lock-up agreements and revised Physicians’ stated pre-closing capitalization.

Rhea-AI Filing Summary

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.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Previously stated authorized and outstanding common shares: 10,000 shares Authorized common shares: 10,000,000 shares Issued and outstanding common shares: 10,000,000 shares

3 metrics

Previously stated authorized and outstanding common shares 10,000 shares Physicians capitalization references in the Share Exchange Agreement before correction

Authorized common shares 10,000,000 shares Physicians capitalization immediately prior to Closing

Issued and outstanding common shares 10,000,000 shares Physicians capitalization immediately prior to Closing

Key Terms

Share Exchange Agreement, Series B-1 Convertible Preferred Stock, Series B-2 Convertible Preferred Stock, Permitted Employee Equity Grants, +1 more

5 terms

Share Exchange Agreement financial

"amends the Share Exchange Agreement"

A share exchange agreement is a legal deal where shareholders trade their shares in one company for shares in another, commonly used in mergers, acquisitions or corporate reorganizations. Think of it like swapping ownership cards in a game: the swap can change who controls the business, how many shares each person owns, and the value and liquidity of those holdings, so investors need to understand the exchange ratio, potential dilution and long-term impact on value and voting power.

Series B-1 Convertible Preferred Stock financial

"Series B-1 Convertible Preferred Stock"

Series B‑1 convertible preferred stock is a specific class of ownership that sits between debt and regular shares: it gives holders priority for dividends and payouts and can be converted into common shares under set conditions. Investors care because it changes who gets paid first, how much their share of the company might be diluted when converted, and can affect voting power and upside — think of it as a VIP ticket that can be exchanged for ordinary admission later, altering value and control.

Series B-2 Convertible Preferred Stock financial

"Series B-2 Convertible Preferred Stock"

Permitted Employee Equity Grants financial

"shares issued pursuant to the Permitted Employee Equity Grants"

Seller Allocation Schedule financial

"as reflected on the final Seller Allocation Schedule"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did PCMC change in its share exchange agreement?

The amendment revises the voting and conversion terms for three preferred stock series to be issued in connection with the contemplated transactions. It also waives requirements for the parties to execute and deliver a Voting Agreement and a Lock-Up Agreement, together with related closing conditions and delivery obligations.

What common-share capitalization does the amended agreement state for Physicians?

It states that immediately prior to Closing, Physicians has 10,000,000 authorized and 10,000,000 issued and outstanding common shares. The count includes shares issued under Permitted Employee Equity Grants and excludes shares surrendered to Physicians and not reissued before Closing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/05/2026 - 06:01 AM Accepted by SEC EDGAR 10/02/2026 - 05:42 PM Learn about SEC filing dates

false PUBLIC CO MANAGEMENT CORP 0001141964 0001141964 2026-10-01 2026-10-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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

Commission File Number 000-50098

Date of Report (Date of earliest event reported):   October 1, 2026

PUBLIC COMPANY MANAGEMENT CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		88-0493734
		(IRS Employer Identification No.)

9350 Wilshire Boulevard, Suite 203
Beverly Hills, CA		90212
(Address of principal executive offices)		( Zip Code)

Not applicable

(Former name or former address, if changed since last report.)

310 862 1957

(Registrant’s Telephone Number, Including Area Code)

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.): 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-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))

Securities registered pursuant to Section 12(g) of the Act: 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	PCMC	OTCID Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

On October 1, 2026, Public Company Management Corporation, a Nevada corporation (the “Company”), entered into Amendment No. 1 and Waiver to Share Exchange Agreement (the “Amendment”) with Physicians Capital Management Corporation, a Maryland corporation (“Physicians”), Conrad Ivie, M.D. (“Ivie”). The Amendment amends the Share Exchange Agreement, dated as of June 30, 2026, by and among the Company, Physicians, Ivie (the “Share Exchange Agreement”).

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 transactions contemplated by the Share Exchange Agreement. The Amendment also corrects the Share Exchange Agreement’s references to the capitalization of Physicians, which originally stated 10,000 authorized and outstanding shares of common stock, to reflect 10,000,000 authorized and 10,000,000 issued and outstanding shares of common stock, immediately prior to the Closing, including all shares issued pursuant to the Permitted Employee Equity Grants, as reflected on the final Seller Allocation Schedule, and excluding any shares surrendered to Physicians and not reissued prior to the Closing. The Amendment also waives the requirements under the Share Exchange Agreement that the parties execute and deliver a Voting Agreement and a Lock-Up Agreement and the related closing conditions and delivery obligations. Except as expressly amended or waived by the Amendment, the Share Exchange Agreement remains in full force and effect.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
2.1	Amendment No. 1 and Waiver to Share Exchange Agreement, dated as of October 1, 2026, by and among Public Company Management Corporation, Physicians Capital Management Corporation and Conrad Ivie, M.D.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: October 1, 2026

PUBLIC COMPANY MANAGEMENT CORPORATION

By:	/s/ Quynh Hoa T. Tran
	Quynh Hoa T. Tran
	President

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-2 EXHIBIT 2.1 15.7 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 34.1 KB
• EX-101 XBRL PRESENTATION FILE 22.2 KB