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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.