PUBLIC CO MANAGEMENT CORP — Form 8-K

Public Company Management Corp (PCMC, ~$7.2M market cap) is acquiring all issued shares of Physicians Capital Management Corporation from Dr. Conrad Ivie and employee stockholders. PCMC will issue 68.6M common shares and 24.9M preferred shares (93.5M total) representing ~80% fully-diluted ownership post-closing. Dr. Ivie receives 1M Series A voting shares (15 votes each), 15.9M Series B-1 convertibles (4:1 conversion ratio at 18 months), and 7.9M Series B-2 convertibles (8:1 conversion ratio at 24 months), ensuring him ≥51% voting control. Employee stockholders receive only common shares, carved from Ivie's allocation. PCMC will also issue 3.75M Series B-1 shares to Specialty Capital Lenders LLC to cancel outstanding notes. Registration on Form S-4 required; closing conditioned on SEC effectiveness.