PCMC Files S-4 for Reverse Merger With Physicians Capital; Legacy Holders Cut to ~13.9%

summarizeSummary

PCMC filed the S-4 for its reverse merger with Physicians Capital Management: 68,566,368 common shares plus 24,913,918 preferred go to Physicians holders, cutting legacy PCMC ownership to about 13.9% while Ivie takes ~90% of voting power. The combined company inherits a single-tenant Carmel, Indiana medical property carrying about $12.68 million of debt against a $12.25 million purchase price.

check_boxKey Events · M&A and Partnerships · PCMC

• S-4 Registers 68.6M Shares for Physicians Merger

  PCMC will issue 68,566,368 registered common shares plus 24,913,918 unregistered preferred shares (1,000,000 Series A, 15,942,612 Series B-1, 7,971,306 Series B-2) to acquire all of Physicians Capital Management.

• Legacy Holders Diluted to ~13.9%

  On a fully diluted, as-converted basis former Physicians equityholders hold ~80%, legacy PCMC stockholders ~13.9% and Specialty Capital Lenders ~6.1%; Ivie controls ~90% of voting power via Series A super-voting preferred.

• Combined Company Carries ~$12.68M of Debt

  Acquisition-related indebtedness of approximately $12,683,000 exceeds the $12,250,000 property purchase price, including an $8,210,000 Academy Bank loan at 6.25% maturing October 1, 2030; pro forma total liabilities are $11,222,439 against $1,454,582 of equity.

• Related-Party Note Swap at ~$0.031/Share

  Specialty Capital Lenders, controlled by PCMC counsel Ronald Stauber, receives 3,750,000 Series B-1 preferred convertible into 15,000,000 common shares to cancel roughly $460,984 of notes — about $0.031 per common-share equivalent, well below recent trading prices.

auto_awesomeAnalysis · PCMC · Real Estate & Construction

This registration statement puts hard numbers on the reverse merger PCMC first disclosed in its August 10-Q. PCMC, a shell with $6,692 of cash and a going-concern warning, will issue 68,566,368 common shares plus 24,913,918 preferred shares to acquire Physicians Capital Management, whose sole asset is a Carmel, Indiana medical facility bought for $12,250,000 and encumbered by roughly $12,683,000 of acquisition debt. Legacy PCMC holders keep their shares, but their fully diluted ownership falls from 100% to about 13.9%, while founder Conrad Ivie ends up with roughly 80% of the equity and about 90% of the voting power through super-voting Series A preferred. No PCMC shareholder vote is required or being solicited, and there is no fairness opinion or independent valuation. The deal is also self-dealing at the edges: Specialty Capital Lenders, controlled by PCMC counsel and Repository 50% member Ronald Stauber, gets 3,750,000 Series B-1 preferred convertible into 15,000,000 common shares to cancel about $460,984 of notes — roughly $0.031 per common-share equivalent, far below recent trading levels. Closing hinges on SEC effectiveness of this S-4 and the Outside Date of 180 days after June 30, 2026.