PCMC Files Charter Designating Super-Voting Series A Preferred With ~Two-Thirds of Total Voting Power

summarizeSummary

PCMC filed a Nevada Certificate of Designation creating Series A super-voting preferred (about two-thirds of total voting power) plus Series B-1 and B-2 convertible preferred that convert at 4-for-1 and 8-for-1 after 18 and 24 months. No shares have been issued yet.

check_boxKey Events · Corporate Governance and Compliance · PCMC

• Three Preferred Series Designated

  Certificate of Designation filed in Nevada on 2026-10-15 creates 1,000,000 Series A, 25,000,000 Series B-1 and 10,000,000 Series B-2 shares, leaving 14,000,000 of the 50,000,000 authorized preferred undesignated.

• Series A Takes Two-Thirds Voting Control

  Series A votes at 2x the sum of outstanding common plus other voting preferred, giving it roughly two-thirds of total voting power once issued; it converts 1-for-1 and auto-converts on a Nasdaq or other exchange listing.

• B-1 and B-2 Conversion Overhang

  Series B-1 converts 4-for-1 after 18 months and Series B-2 converts 8-for-1 after 24 months; full conversion of all authorized B shares would yield up to 200 million common shares (25M x 4 + 10M x 8) against 500 million authorized.

• No Shares Issued Yet

  The filing authorizes the series only; no preferred shares have been sold or issued, so no dilution has occurred as of this filing.

auto_awesomeAnalysis · PCMC · Real Estate & Construction

The board used its blank-check authority to create three preferred series without a shareholder vote, and the Series A design is the consequential piece: its votes equal twice the sum of all common shares plus other voting preferred, giving it roughly two-thirds of total voting power once issued. That strips effective control from common holders ahead of the pending Physicians Capital Management reverse merger, which the 10-Q already said would leave existing holders with about 20% of the combined company. The Series B-1 and B-2 convert at 4-for-1 and 8-for-1 after 18 and 24 months, so up to 200 million common shares (25M x 4 plus 10M x 8) could be issued on conversion if all authorized preferred is sold — against 500 million authorized common. No preferred shares have been issued yet; this is authorization, not dilution that has occurred.