{"url_path":"/sec/pcmc/8-k/2026-07-06/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/1141964/0001214659-26-008228-index.html","accession_number":"0001214659-26-008228","cik":"0001141964","ticker":"PCMC","issuer_name":"PUBLIC CO MANAGEMENT CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1141964/0001214659-26-008228-index.html","primary_entity_key":"0001141964","primary_entity_name":"PUBLIC CO MANAGEMENT CORP"},"word_count":2427,"has_tables":true,"body_markdown":"** **\n\n \n\n****\n\n  \n\n \n\n****\n\n \n\n**Item 1.01. Entry into a Material Definitive\nAgreement**\n\n \n\nOn June 30, 2026, Public Company Management Corporation, a Nevada corporation\n(“PCMC” or the “Company”), entered into a Share Exchange Agreement (the “Share Exchange Agreement”)\nwith Physicians Capital Management Corporation, a Maryland corporation (“Physicians”) and Conrad Ivie, MD (“Ivie”),\nthe sole equity holder of Physicians. Under the Share Exchange Agreement, Ivie agreed to transfer to the Company and the Company agreed\nto acquire from Ivie, all of the issued and outstanding shares of capital stock of Physicians (the “Physicians Shares”) in\nexchange for 68,566,368 shares of PCMC's Common Stock and 24,913,918 shares of PCMC’s Preferred Stock, consisting of 1,000,000 shares\nof Series A Voting Preferred Stock, 15,942,612 shares of Series B-1 Convertible Preferred Stock and 7,971,306 shares of Series B-2 Convertible\nPreferred Stock (the \"Exchange Shares\"), which Exchange Shares shall constitute approximately 80% of the issued and outstanding\nshares of PCMC's Common Stock, fully diluted, immediately after the closing of the transactions contemplated herein, in each case, on\nthe terms and conditions as set forth herein. The aggregate Exchange Shares are fixed, and any shares of Physicians Common Stock issued\nto Employee Stockholders shall reduce only the Exchange Shares otherwise allocable to Ivie and shall not increase the aggregate Exchange\nShares; the Employee Stockholders shall receive only PCMC Common Stock in the Exchange.\n\n \n\nUpon the Closing, the authorized capital stock of PCMC will consist\nof (i) 500,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), and (ii) 50,000,000 shares of\npreferred stock, par value $0.001 per share (the “Preferred Stock”), of which (i) 1,000,000 shares will have been designated\nas Series A Voting Preferred Stock (“Series A”), (ii) 25,000,000 shares will have been designated as Series B-1 Convertible\nPreferred Stock (“Series B-1”), and (iii) 10,000,000 shares will have been designated as Series B-2 Convertible Preferred\nStock (“Series B-2”).\n\n \n\nIvie, PCMC and Physicians acknowledge that the Series A is intended\nto provide voting control to Ivie as will be more particularly set forth in the Voting Agreement and the Series A Certificate of Designation,\neach to be entered into or filed prior to or simultaneously with the Closing. Upon the Closing, the Series B-1 will be convertible after\nthe eighteen (18) month anniversary of the Closing at a conversion ratio of four (4) shares of Common Stock for each one (1) share of\nSeries B-1, and the Series B-2 will be convertible after the twenty-four (24) month anniversary of the Closing at a conversion ratio of\neight (8) shares of Common Stock for each one (1) share of Series B-2, subject to customary anti-dilution adjustments.\n\n \n\nThe rights, preferences, and privileges of the Series B-1 Preferred\nStock and the Series B-2 Preferred Stock shall be identical in all respects other than (A) the required holding period prior to conversion\n(18 months for Series B-1; 24 months for Series B-2) and (B) the applicable conversion ratio (four-for-one for Series B-1; eight-for-one\nfor Series B-2). The number and classes of Common Stock and Preferred Stock issued to Ivie will represent approximately 80% of the outstanding\nshares of Common Stock of the Company, on an as-converted basis of the Preferred Stock, immediately after the closing of the transactions\ncontemplated by the Share Exchange Agreement (the \"Closing\").\n\n \n\nConsideration\n\n \n\nIvie’s interests in Physicians will be exchanged solely for equity\nsecurities of PCMC as described above, and no cash consideration will be paid by PCMC other than customary transaction expenses. At the\nClosing, Ivie shall transfer to the Company 10,000 shares of the Common Stock of Physicians shares of common stock owned by Ivie and,\nin consideration therefore, the Company shall issue to Ivie the Exchange Shares, i.e., (i) 68,566,368 shares of Common Stock, (ii) 15,942,612\nshares of Series B-1 Preferred Stock, and (iii) 7,971,306 shares of Series B-2 Preferred Stock.\n\n \n\n  \n\n \n\n \n\nThe transaction is not conditioned on PCMC obtaining\nthird-party debt or equity financing, although PCMC may, from time to time after the closing seek additional financing for working capital\nand growth following the closing.\n\n \n\nCertificate of Designation\n\n \n\nIn connection with the transactions contemplated\nby the Share Exchange Agreement, the Company intends to file with the Nevada Secretary of State, prior to or simultaneously with the Closing,\na Certificate of Designation (the “Certificate of Designation”) establishing the rights, preferences, privileges, and limitations\nof the Series A Voting Preferred Stock, the Series B-1 Convertible Preferred Stock, and the Series B-2 Convertible Preferred Stock described\nherein. The Certificate of Designation has not yet been filed and is not currently effective. Upon filing with the Nevada Secretary of\nState, the Company intends to file a Current Report on Form 8-K reporting such event.\n\n \n\nPost-Closing Ownership and Governance\n\n \n\nUpon the Closing, Ivie is expected to own approximately\n80% of the outstanding Common Stock of PCMC (on an as-converted, fully-diluted basis), and the existing stockholders of PCMC are expected\nto own approximately 20% of the outstanding Common Stock (on an as-converted, fully-diluted basis), subject to adjustments set forth in\nthe Share Exchange Agreement. This percentage allocation is the product of negotiations between the parties and is not based on an independent\nvaluation, appraisal or a fairness opinion, and should not be viewed as indicative of the actual fair market value of the Company, Physicians\nor the combined company.\n\n \n\nIn connection with the Closing, it is expected\nthat the size and composition of the Board of Directors of PCMC (the “Board”) will be reconstituted without a meeting of\nthe shareholders of the Company, so that a majority of the directors will be individuals designated by Physicians. This change in the\nmajority of the Board will not be effective until the Company has filed with the Securities and Exchange Commission and transmitted to\nall holders of record of the Company's common stock the information statement required by Rule 14f-1 under the Securities Exchange Act\nof 1934, as amended, if required, and until at least ten (10) days after the date of transmittal. This would result in a change in control\nof the Company and Ivie would control the Company and have the ability to elect all of the Company's directors and to determine the outcome\nof most matters submitted to a vote of the Company's shareholders. Furthermore, the parties have agreed on certain executive management\nchanges, including the appointment of Conrad Ivie as Chief Executive Officer, effective as of the Closing.\n\n \n\nConditions to Closing\n\n \n\nThe obligations of the parties to consummate the\ntransactions are subject to customary closing conditions, including, among others: (a) the accuracy, in all material respects (or to the\nstandard specified in the Share Exchange Agreement), of the representations and warranties of each party as of the Closing; (b) the performance\nin all material respects by each party of its covenants and agreements under the Share Exchange Agreement; (c) the absence of any law,\norder or injunction prohibiting or restraining the consummation of the transactions; (d) the receipt of all required consents, approvals\nor waivers from Governmental Authorities and third parties, in each case as specified in the Share Exchange Agreement; and (e) the absence\nof any Material Adverse Effect (as defined in the Share Exchange Agreement) with respect to either PCMC or Physicians between the signing\ndate and the Closing.\n\n \n\nThe parties currently expect the Closing to occur\nin the third quarter of 2026, subject to the satisfaction or waiver of the closing conditions set forth in the Share Exchange Agreement.\nPCMC expects any required filing to be filed within the time frames required by applicable federal securities laws or OTC Market Group\nInc.’s rules.\n\n* *\n\nShell Company Status\n\n \n\nThe Company is a \"shell company\" as\ndefined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the \"Exchange Act\"). As a result of the Share\nExchange Agreement and the transactions contemplated thereby (the \"Transaction\"), the Company will cease to be a shell company\nupon the Closing. In accordance with Item 2.01(f) of Form 8-K and General Instruction B.3 to Form 8-K, the Company will file a comprehensive\ncurrent report on Form 8-K (the \"Super 8-K\") within four (4) business days after the Closing, which will include all information\nthat would be required if the Company were filing a general form for registration of securities on Form 10 under the Exchange Act, reflecting\nall material changes in the Company's affairs since it last filed a Form 10-type report. As a condition to the Closing, the Company is\nrequired to file a Registration Statement on Form S-4 under the Securities Act of 1933, as amended (the \"Securities Act\"),\nregistering the shares of Common Stock issuable to the Physicians Stockholders in connection with the Transaction, and such Registration\nStatement must be declared effective by the Commission prior to the Closing. Following the Closing, the Company will file the Super 8-K\nwithin four business days after the Closing.\n\n \n\n  \n\n \n\n \n\nInvestors and shareholders are advised that, as\na consequence of the Company's status as a former shell company, the resale exemption provided by Rule 144 under the Securities Act will\nnot be available for the resale of any securities of the Company until one (1) year has elapsed from the date on which the Company files\nthe Super 8-K containing Form 10-type information, and only if the Company is then current in its reporting obligations under the Exchange\nAct, all as required by Rule 144(i). Accordingly, holders of restricted securities of the Company will not be able to rely on Rule 144\nfor resales during this period and should consult with their own legal counsel regarding available exemptions under the Securities Act.\n\n \n\nBusiness of Physicians\n\n* *\n\nPhysicians owns the real property consisting of\na single-story health care/medical office building located at 14585 Hazel Dell Parkway, Carmel, Indiana 46033 (the “Property”),\nwhich is leased to Intuitive Health of Hamilton County, LLC (the “Tenant”) under a long-term triple-net lease (the “Lease”).\nPhysicians holds, under valid leases or other rights, all real property, plants, machinery and equipment necessary for the conduct of\ntheir business as presently conducted, except where the failure to own or hold such property, plants, machinery or equipment would not\nhave a material adverse effect.\n\n* *\n\nFollowing the Closing, the Company’s primary\nbusiness will be real estate development and ownership focusing on the health care industry. Generally, a real estate development company\nis a business that specializes in conceptualization, planning, financing, construction and management of properties. The Company’s\ncore activities will include identifying and acquiring existing properties, and as required, securing regulatory approvals and entitlements,\nand overseeing the successful marketing and leasing of the property. The Company will focus on a healthcare real estate platform that\nacquires, develops and owns income-producing medical properties, initially concentrating on single or multi-tenant medical offices and\noutpatient facilities subject to long-term triple-net leases to health systems and other healthcare providers. The Company expects to\nraise project capital through a combination of debt and equity financing while managing risks related to market conditions, acquisition\ncosts and regulatory compliance.\n\n \n\nUndetermined or Additional Material Terms\n\n \n\nAs of the date of this Current Report on Form\n8-K, the parties have not finalized the final composition of the post-closing Board committees or the specific form of certain ancillary\nagreements, if any, and such terms will be determined by mutual agreement of the parties prior to the Closing. PCMC intends to disclose\nany material amendments to, or waivers under, the Share Exchange Agreement or related agreements in one or more subsequent Current Reports\non Form 8-K as required by the rules of the Securities and Exchange Commission.\n\n \n\nNo Offer or Solicitation  \n\n \n\nThis Current Report on Form 8-K is not intended\nto and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities\nin any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities\nlaws of such jurisdiction. The securities to be issued in the proposed transaction may not be sold, nor may offers to buy be accepted,\nexcept pursuant to an effective registration statement under the Securities Act or an applicable exemption from registration.\n\n \n\nAdditional Information and Where to Find It\n\n \n\nIn connection with the proposed transaction, the\nCompany intends to file with the Securities and Exchange Commission a registration statement on Form S-4, which will include a prospectus\nrelating to the shares of Common Stock proposed to be issued in the transaction. Investors and security holders are urged to read the\nregistration statement, prospectus and any other relevant documents filed or to be filed with the SEC carefully and in their entirety\nwhen they become available because they will contain important information about the Company, Physicians and the proposed transaction.\nInvestors and security holders will be able to obtain free copies of such documents, when filed, through the website maintained by the\nSEC at www.sec.gov and from the Company.\n\n \n\nForward-Looking Statements\n\n \n\nThis Current Report on Form 8-K contains forward-looking\nstatements within the meaning of the federal securities laws. Forward-looking statements include statements regarding the expected timing\nand completion of the transactions contemplated by the Share Exchange Agreement, the expected filing and effectiveness of the Registration\nStatement on Form S-4, the anticipated filing of a Super 8-K following the Closing, the expected post-closing ownership, governance and\nmanagement of the Company, the Company’s expected business following the Closing, and other statements that are not historical facts.\nThese forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially, including,\namong others, the risk that the parties may not satisfy the conditions to Closing, the risk that the Registration Statement on Form S-4\nmay not be filed or declared effective when expected or at all, the risk that required regulatory, corporate or third-party approvals\nmay not be obtained, risks relating to the Company’s current shell company status and Rule 144(i), risks relating to the Company’s\nability to timely file the Super 8-K and required financial statements, risks relating to the post-closing business and operations of\nPhysicians, risks relating to the Company’s ability to obtain financing, and the other risks described in the Company’s filings\nwith the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements except as required\nby law.\n\n \n\n  \n\n \n\n \n\nFiling of the Agreement\n\n \n\nThe foregoing description of the Share Exchange\nAgreement and the transactions does not purport to be complete and is qualified in its entirety by reference to the full text of the Share\nExchange Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference."}