PUBLIC CO MANAGEMENT CORP 8-K

What Happened

• Public Company Management Corp (PCMC) announced a Share Exchange Agreement dated June 30, 2026 to acquire all issued and outstanding shares of Physicians Capital Management Corporation from its sole shareholder, Conrad Ivie, MD. In exchange PCMC will issue a fixed total of 93,480,286 shares composed of 68,566,368 shares of PCMC Common Stock and 24,913,918 shares of newly designated preferred stock (1,000,000 Series A; 15,942,612 Series B-1; 7,971,306 Series B-2). No cash is being paid; the transaction is expected to close in Q3 2026, subject to customary conditions, and PCMC will cease to be a shell company upon closing.

Key Details

• Transaction date and parties: Share Exchange Agreement signed June 30, 2026 among PCMC, Physicians Capital Management Corp, and Conrad Ivie (sole shareholder).
• Consideration issued: 68,566,368 common shares + 24,913,918 preferred shares (1,000,000 Series A; 15,942,612 Series B-1; 7,971,306 Series B-2).
• Conversion and control: Series B-1 converts after 18 months at 4-for-1; Series B-2 converts after 24 months at 8-for-1. The issued securities will represent ~80% of PCMC’s outstanding common stock on an as-converted, fully diluted basis; Ivie is expected to control the company and be named CEO at closing.
• Regulatory and closing conditions: PCMC must file a Form S-4 registering the shares (and have it declared effective) before closing; a Certificate of Designation for the preferred series will be filed prior to or at closing. PCMC will file a “Super 8-K” within four business days after closing. Resale limitations under Rule 144(i) will apply until one year after the Super 8-K filing and only if PCMC is then current in its reports.

Why It Matters

• For investors, this is a change-of-control transaction that replaces PCMC’s status as a shell company and shifts ownership and management (including board control and a new CEO) to the Physicians/Conrad Ivie group, who will own roughly 80% of the company on a fully diluted basis. The deal is equity-for-equity (no cash), requires SEC registration (S-4) before closing, and includes resale restrictions for holders of restricted shares until compliance and timing conditions are met.