PCMC — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-04

• The Company proposes completing a business combination (the "Business Combination") with Physicians Capital Management Corporation (“Physicians”), is a physician owned healthcare real estate investment and development platform focused on the acquisition, development, ownership, and management of med…

• Physicians’ business model centers on identifying medical real estate assets with favorable demographic, reimbursement, and utilization characteristics; structuring physician aligned ownership vehicles; and managing the development, leasing, and long term operation of such facilities. Physician is l…

• Physicians has acquired, owns, and is operating the commercial real property located at 14585 Hazel Dell Parkway, Carmel, Indiana 46033 (the "Property").

• The Business Combination is intended to result in a reverse merger or share exchange pursuant to which the Company will become the surviving public entity and the shareholders of Physicians will receive shares of the Company’s common stock in exchange for their equity interests in Physicians.

• Upon consummation of the Business Combination, the shareholders of Physicians are expected to own approximately 80% of the combined company's outstanding common stock, while the pre-existing shareholders of the Company are expected to retain approximately 20% of the combined company's outstanding co…

Text removed vs the prior filing · source: 10-Q · 2026-05-12

• The Company’s current business objective is to seek a business combination with an operating company. The Company intend to use our limited personnel and financial resources in connection with such activities. We will utilize our capital stock, debt or a combination of capital stock and debt, in eff…

• If we issued debt securities, it could result in default and foreclosure on our assets if our operating revenues after a business combination were insufficient to pay our debt obligations, acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payme…

• The Company’s unaudited financial statements for the three and six months ended March 31, 2026 and 2025 and the balance sheet as of March 31, 2026 and September 30, 2025, were prepared using the assumption that we will continue our operations as a going concern. Our independent accountants in their …

• The Company had not generated any revenues during the periods ended March 31, 2026 and 2025.

• The Company had total operating expenses of $76,588 during the three months ended March 31, 2026 and total operating expenses of $18,530 for the three months ended March 31, 2025. The increase due to increased professional fees for audits.

Text added vs the prior filing · source: 10-Q · 2026-08-04

• In addition to the other information set forth in this quarterly report, careful consideration should be given to the factors discussed in Part I, "Item 1A. Risk Factors" in the Company’s Form 10-K, filed on February 4, 2026, which could materially affect the Company’s business, financial condition …

• Further, in addition to the other information set forth in this Form 10-Q, careful consideration should be given to the Form 8-K filed on July 7, 2026 discussing the Share Exchange Agreement and the Business Combination.

• The Share Exchange Agreement executed on June 30, 2026 contemplates that the Company will issue a substantial number of newly issued equity securities - potentially including common stock and one or more series of preferred stock - to acquire all of the outstanding shares of Physicians Capital Manag…

• The dilution resulting from the share issuance may adversely affect the market price of our common stock, particularly if investors perceive the exchange ratio or valuation of Physicians as unfavorable. In addition, the issuance of preferred stock with conversion, voting, dividend, or liquidation pr…

• Even if the transaction does not close, the pendency of the Share Exchange Agreement may create uncertainty regarding our capital structure, limit our ability to raise additional financing, and affect investor perception of our equity value. Any of these outcomes could materially and adversely affec…

Text removed vs the prior filing · source: 10-Q · 2026-05-12

• In addition to the other information set forth in this quarterly report, careful consideration should be given to the factors discussed in Part I, "Item 1A. Risk Factors" in the Company’s Form 10-K, filed on February 4, 2026, which could materially affect the Company’s business, financial condition …

Text added vs the prior filing · source: 10-Q · 2026-08-04

• On June 30, 2026, the Company entered into a Share Exchange Agreement with Physicians Capital Management Corporation, a Maryland corporation (“Physicians”) and Conrad Ivie, MD (Ivie”), the sole equity holder of Physicians. Under the Share Exchange Agreement, Ivie agreed to transfer to the Company an…

• The authorized capital stock of the Company will consist of (i) 500,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), and (ii) 50,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”), of which (i) 1,000,000 shares will have been designa…

• The parties have agreed that the Series A is intended to provide voting control to Ivie, the Series B-1 being convertible after the eighteen (18) month anniversary of the closing at a conversion ratio of four (4) shares of Common Stock for each one (1) share of Series B-1, and the Series B-2 being c…

• The obligations of the parties to consummate the transactions are subject to customary closing conditions, including, among others: (a) the accuracy, in all material respects (or to the standard specified in the Share Exchange Agreement), of the representations and warranties of each party as of the…

• The parties currently expect closing to occur in the third quarter of 2026, subject to the satisfaction or waiver of the closing conditions set forth in the Share Exchange Agreement. the Company expects any required filing to be filed within the time frames required by applicable federal securities …

Text removed vs the prior filing · source: 10-Q · 2026-05-12

• Although the Company’s plan of operation is to acquire an interest in a business opportunity, the Company is not currently engaged in any negotiations to acquire a business opportunity or effectuate a business combination. However, the majority shareholder has had preliminary negotiations that, if c…

• Issuers who are shells and effectuate a reverse merger or business combination between a reporting shell and a private company must be done through a Securities Act registration statement unless a clear exemption applies. A registration under the Securities Act may be required in connection with any…