Public Co Management Corp: amends share exchange agreement

What happened Public Co Management Corp filed an 8-K reporting it entered into Amendment No. 1 and Waiver to Share Exchange Agreement on Oct 1, 2026 with Physicians Capital Management Corporation and Conrad Ivie, M.D. The Amendment amends the Share Exchange Agreement dated Jun 30, 2026, revising 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 Physicians’ capitalization references and waives certain execution and delivery requirements; the Amendment is filed as Exhibit 2.1.

Key details

• Amendment No. 1 and Waiver executed on Oct 1, 2026 to amend the Share Exchange Agreement dated Jun 30, 2026.
• Revises voting and conversion terms for Series A Voting Preferred Stock, Series B-1 Convertible Preferred Stock and Series B-2 Convertible Preferred Stock.
• Corrects Physicians’ capitalization from 10,000 authorized and outstanding shares to 10,000,000 authorized and 10,000,000 issued and outstanding immediately prior to the Closing, including shares issued pursuant to Permitted Employee Equity Grants and excluding shares surrendered and not reissued prior to the Closing.
• Waives the requirements under the Share Exchange Agreement to execute and deliver a Voting Agreement and a Lock-Up Agreement and the related closing conditions and delivery obligations.

Why it may matter This Form 8-K reports Item 1.01 (entry into a material definitive agreement) describing an amendment to the parties’ share exchange agreement that changes preferred stock terms, corrects capitalization figures and waives certain closing deliverables. Item 9.01 lists the filed exhibit (Exhibit 2.1). The filing does not show why the insider traded or why the company acted.