Public Company Management Corporation提交初步Form S-4，拟收购Physicians Capital Management Corporation全部股份

As filed with United States Securities and Exchange Commission on October 23, 2026

Registration No: 333-[●]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PUBLIC COMPANY MANAGEMENT CORPORATION

(Exact name of registrant as specified in its charter)

PUBLIC CO MANAGEMENT CORP

9350 Wilshire Boulevard, Suite 203

Beverly Hills, CA 90212

Tel: (310) 862-1957

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Quynh Hoa T. Tran
President
9350 Wilshire Boulevard, Suite 203

Beverly Hills, CA 90212

Tel: (310) 862-1957

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this Information Statement/Prospectus is not complete and may be changed. The securities offered by this Information Statement/Prospectus may not be issued until the Registration Statement filed with the Securities and Exchange Commission, of which this Information Statement/Prospectus is a part, is declared effective. This Information Statement/Prospectus does not constitute an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale of these securities is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION, DATED october 23, 2026

PUBLIC COMPANY MANAGEMENT CORPORATION

(a Nevada corporation)

INFORMATION STATEMENT/PROSPECTUS FOR UP TO 68,566,368 SHARES OF COMMON STOCK OF
PUBLIC COMPANY MANAGEMENT CORPORATION

This Information Statement/Prospectus relates to the proposed acquisition by Public Company Management Corporation, a Nevada corporation (“PCMC”), of all issued and outstanding capital stock of Physicians Capital Management Corporation, a Maryland corporation (“Physicians”), pursuant to the Share Exchange Agreement dated as of June 30, 2026, by and among PCMC, Physicians, Conrad B. Ivie, M.D. (“Ivie”), and each Employee Stockholder party thereto (the “Share Exchange Agreement”).

At Closing, Physicians stockholders will transfer their Physicians shares to PCMC. PCMC will issue 68,566,368 shares of common stock registered hereby (the “Registered Exchange Shares”) and 24,913,918 shares of unregistered preferred stock to Ivie, consisting of 1,000,000 shares of 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 Preferred Stock. PCMC also expects to issue 3,750,000 shares of Series B-1 Convertible Preferred Stock to Specialty Capital Lenders LLC in cancellation of both the $350,000 promissory note owed by PCMC (as amended, the “Specialty Note”) and the promissory notes owed by Physicians in the aggregate principal amount of $163,000 (the “Physicians Note”), each held by Specialty Capital Lenders LLC. The preferred shares are intended to be issued under Section 4(a)(2) and are not offered or registered by this Information Statement/Prospectus.

PCMC is a reporting shell company. This Registration Statement on Form S-4 registers the issuance of 68,566,368 shares of PCMC common stock to Physicians stockholders pursuant to the Share Exchange Agreement. In addition, pursuant to Rule 145a under the Securities Act of 1933, as amended (the “Securities Act”), the Business Combination is deemed to involve an offer and sale of securities of the combined company to PCMC’s existing shareholders because, upon completion of the Business Combination, their interests in a reporting shell company will become the interest in a combined operating company. Accordingly, this Information Statement/Prospectus is being furnished to PCMC’s existing stockholders in connection with that deemed sale. This Registration Statement does not register any resale or reoffer of the Registered Exchange Shares. Rule 145a applies to existing security holders of a reporting shell company whether or not they are entitled to vote on the business combination.

Upon completion, Physicians will become a wholly owned subsidiary of PCMC, and the former Physicians equityholders are expected to own approximately 80% of PCMC’s fully diluted equity, subject to the allocation, employee equity issuances, capitalization adjustments and other terms described herein. Ivie is expected to hold voting control (approximately 90% of the total combined voting power) through PCMC’s Series A Voting Preferred Stock-which entitles its holders, as a class, to a number of votes equal to two times the sum of the outstanding Common Stock and the voting power of any other voting preferred stock-together with his Common Stock, Series B-1 and Series B-2 holdings and related contractual arrangements.

No vote or other action by PCMC stockholders is required or being requested in connection with the Business Combination. The PCMC Board of Directors approved the Share Exchange Agreement and the transactions contemplated thereby on June 30, 2026. Under applicable Nevada law and PCMC’s Articles of Incorporation and Bylaws, approval of the Business Combination or the issuance of the Registered Exchange Shares and preferred shares does not require the approval of PCMC’s stockholders. The Board of Directors is authorized to approve the issuance of authorized shares for consideration determined by the Board, and the Business Combination is being effected as a contractual share exchange rather than as a statutory merger or exchange under Chapter 92A of the Nevada Revised Statutes.

This Information Statement/Prospectus is not being furnished in connection with any written consent or other authorization obtained from PCMC’s stockholders and does not constitute a Schedule 14C information statement concerning corporate action approved by PCMC stockholders. No meeting of PCMC stockholders will be held in connection with the Business Combination, and PCMC is not soliciting proxies, consents or authorizations from its stockholders.

PCMC stockholders will continue to hold the same shares of PCMC common stock following the Closing and will not be required to surrender or exchange their existing certificates or book-entry positions. PCMC stockholders will not receive any merger consideration and will have no redemption, dissenters’ or appraisal rights under Nevada law in connection with the Business Combination. PCMC is not a constituent entity in a statutory merger or exchange under Chapter 92A of the Nevada Revised Statutes.

Following effectiveness of the Registration Statement and before completion of the Business Combination, PCMC will mail or otherwise furnish the definitive Information Statement/Prospectus to its stockholders in accordance with the Securities Act and Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. PCMC is not soliciting proxies and no action is required by any PCMC stockholder in connection with the Business Combination. The mailing or furnishing of the Information Statement/Prospectus is not an independent contractual condition to Closing under the Share Exchange Agreement; however, PCMC will complete the required dissemination before consummating the Business Combination. No assurance can be given that the Business Combination will be completed on the anticipated timeline or at all.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

SEE “RISK FACTORS” BEGINNING ON PAGE 30 FOR A DISCUSSION OF MATERIAL RISKS.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or passed upon the adequacy or accuracy of this Information Statement/Prospectus. Any representation to the contrary is a criminal offense.

This Information Statement/Prospectus is dated October [●], 2026.

TABLE OF CONTENTS

ABOUT THIS INFORMATION STATEMENT/PROSPECTUS

This Information Statement/Prospectus is part of a Registration Statement on Form S-4 that PCMC filed with the SEC. It does not contain all information included in the Registration Statement and its exhibits. You should read the entire Registration Statement, including the Share Exchange Agreement and other exhibits, before making any investment decisions. Neither PCMC nor Physicians has authorized any person to provide information different from that contained or incorporated by reference herein. Information is provided only as of its date, and neither delivery of this Information Statement/Prospectus nor completion of the transaction creates any implication that the information remains correct after that date.

No Incorporation by Reference Unless Permitted and Expressly Stated

PCMC’s Exchange Act reports may be incorporated by reference only if Form S-4 permits incorporation and the eligibility requirements are satisfied. Any document incorporated by reference is identified specifically. Information on websites referenced herein is not part of this Information Statement/Prospectus unless expressly incorporated by reference.

Market and Industry Data

The market data and certain other statistical information included in this Information Statement/Prospectus are based on a variety of sources, including independent industry publications, government publications and other published independent sources. Some data is also based on our good faith estimates, which have been derived from management’s knowledge and experience in the industry in which we operate. Although we have not independently verified the accuracy or completeness of the third-party information included in this Information Statement/Prospectus, based on management’s knowledge and experience, we believe that these third-party sources are reliable and that the third-party information included in this Information Statement/Prospectus or in our estimates is accurate and complete. While we are not aware of any misstatements regarding the market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the headings “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in this Information Statement/Prospectus.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The statements contained in this Information Statement/Prospectus that are not purely historical are forward-looking statements. These forward-looking statements include statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, and the financial conditions, results of operations, earnings, outlook and prospects of PCMC and Physicians and may include statements for the period following the consummation of the Business Combination. In addition, any statements that refer to characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this Information Statement/Prospectus are based on the current expectations of the management of PCMC and Physicians and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. The forward-looking statements contained in this Information Statement/Prospectus involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors” and the following:

Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of PCMC or Physicians prove incorrect, actual results may vary in material respects from those projected in the forward-looking statements contained in this Information Statement/Prospectus.

Except to the extent required by applicable Law or regulation, PCMC and Physicians undertake no obligation to update the forward-looking statements contained herein to reflect events or circumstances after the date of this Information Statement/Prospectus or to reflect the occurrence of unanticipated events.

QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF PCMC

The following questions and answers are intended to address briefly some commonly asked questions regarding the proposed business combination between Public Company Management Corporation ("PCMC") and Physicians Capital Management Corporation ("Physicians"). These questions and answers may not address all questions that may be important to you. We urge you to read carefully this entire Information Statement/Prospectus, including the section entitled "Risk Factors" beginning on page 30 and the financial statements and related notes included elsewhere in this Information Statement/Prospectus.

Unless the context otherwise requires: "PCMC" refers to Public Company Management Corporation, a Nevada corporation and a Securities Exchange Act of 1934, as amended (“Exchange Act”) reporting shell company; "Physicians" refers to Physicians Capital Management Corporation, a Maryland corporation; the "combined company" refers to PCMC and its consolidated subsidiaries following the Closing; "Ivie" refers to Conrad B. Ivie, M.D., the founder and controlling stockholder of Physicians and the expected post-closing control person of the combined company; the "Share Exchange Agreement" refers to the Share Exchange Agreement dated as of June 30, 2026, as amended, by and among PCMC, Physicians, Ivie, and the other Physicians stockholders party thereto; the "Business Combination" refers to the share exchange and related transactions contemplated thereby; the "Carmel Property" or the "Property" refers to the medical office, emergency room, and urgent care facility located at 14585 Hazel Dell Parkway, Carmel, Indiana 46033; and the "Tenant" refers to Intuitive Health of Hamilton County, LLC, the lessee under the triple-net lease encumbering the property.

GENERAL QUESTIONS

Q: What is the proposed Business Combination?

A: PCMC, a Nevada corporation and Exchange Act reporting shell company with no current operations or revenues, proposes to acquire all of the issued and outstanding shares of capital stock of Physicians, a Maryland corporation, pursuant to a share exchange. At the Closing, each stockholder of Physicians will transfer all of his, her, or its Physicians shares to PCMC, and PCMC will issue stockholders registered shares of PCMC common stock and unregistered shares of PCMC Preferred Stock as more fully described below. Upon consummation, Physicians will become a wholly owned subsidiary of PCMC, and the combined company's principal business will be the ownership and management of the Property through Physicians' wholly owned subsidiary, PC Indiana Carmel LLC, an Indiana limited liability company.

The Property is a purpose-built medical office, emergency room, and urgent care facility containing approximately 11,845 rentable square feet on approximately 1.9 acres of land at 14585 Hazel Dell Parkway, Carmel, Indiana 46033. The Property was acquired by Physicians on October 28, 2025, for an acquisition price of $12,250,000, and is subject to a triple-net lease with Intuitive Health of Hamilton County, LLC, the operating entity for Riverview Health Emergency Room & Urgent Care—Carmel (the “Tenant”).

For more information, see "Description of the Transaction Structure" and "—The Property" beginning on pages 23 and 57, respectively.

Q: Why am I receiving this Information Statement/Prospectus?

A: You are receiving this Information Statement/Prospectus because PCMC is a reporting shell company and Rule 145a under the Securities Act deems any business combination between a reporting shell company and a non-shell operating company to involve a sale of securities to the security holders of the reporting shell company. As a result, PCMC has registered on Form S-4 the 68,566,368 shares of PCMC common stock to be issued to Physicians stockholders and is delivering this Information Statement/Prospectus to current PCMC stockholders in connection with that deemed sale.

This Information Statement/Prospectus is also provided to give you information about PCMC, Physicians, the Business Combination, the securities being registered, the post-closing capital structure, and the material risks associated with the Business Combination and an investment in PCMC common stock.

Q: Is this Information Statement/Prospectus a proxy statement? Is PCMC asking me to vote?

A: No. This Information Statement/Prospectus is not a proxy statement and does not constitute a solicitation of proxies, written consents, or authorizations from PCMC stockholders. PCMC is not asking you for a proxy or consent, and you are requested not to send a proxy. Because the Business Combination is being effected through a privately negotiated Share Exchange Agreement rather than a statutory plan of exchange or merger under Nevada law, no vote or consent of PCMC stockholders is required to authorize the transaction. Repository Services LLC, PCMC's majority stockholder, is a party to the Share Exchange Agreement and has agreed therein to support consummation of the transaction on the terms described in this Information Statement/Prospectus. Under Nevada law and PCMC's governing documents, PCMC's board of directors has determined that no stockholder vote is required to authorize the share exchange as currently structured. This Information Statement/Prospectus is being furnished to holders of PCMC common stock (i) as the prospectus for the deemed offer and sale under Rule 145a registered on this Form S-4 and (ii) as the information statement required by Section 14(f) of the Exchange Act and Rule 14f-1 thereunder in connection with the anticipated change in a majority of the members of the PCMC Board of Directors, and not to seek or report any stockholder vote or consent regarding the Business Combination itself. The Business Combination is expected to be effected as a contractual acquisition by PCMC without a vote of its stockholders.

Q: Is this a SPAC transaction?

A: No. This is not a special purpose acquisition company ("SPAC") transaction. PCMC has no trust account, no public redemption rights, and no private placement warrants typical of SPAC structures. PCMC stockholders have no contractual right to require PCMC to repurchase their shares in connection with the Business Combination. PCMC is an Exchange Act reporting shell company incorporated in 2000 that has been seeking a business combination candidate. The Business Combination is governed by the Share Exchange Agreement, Rule 145a under the Securities Act, and the Nevada Revised Statutes - not by any SPAC-specific regulatory framework.

Q: Why is Physicians not included as a co-registrant on this Form S-4?

A: Physicians is not required to be included as a co-registrant because the Business Combination is not a “de-SPAC transaction” as defined in Item 1601 of Regulation S-K. A de-SPAC transaction is a business combination involving a “special purpose acquisition company.” Although PCMC is a reporting shell company, PCMC does not meet the definition of a special purpose acquisition company because PCMC did not conduct a primary offering to raise proceeds for the purpose of completing a business combination within a specified time frame, is not required to return such proceeds to its security holders if a business combination is not completed within a specified time frame, and has not represented that it pursues or will pursue a special purpose acquisition company strategy. Accordingly, the Business Combination does not involve a special purpose acquisition company and is not a de-SPAC transaction under Item 1601. General Instruction L.1 of Form S-4 expressly requires the target company to be included as a registrant when a special purpose acquisition company or another shell company issues securities in connection with a de-SPAC transaction. PCMC believes that this requirement does not extend to this Business Combination.

Accordingly, PCMC is the sole registrant, and Physicians is treated as the company being acquired for purposes of the applicable Form S-4 disclosure requirements. This Information Statement/Prospectus nevertheless includes the required information concerning Physicians, including its business, financial statements and management’s discussion and analysis, together with the required pro forma financial information and other transaction disclosure.

TRANSACTION STRUCTURE AND CONSIDERATION

Q: What will happen to Physicians in the Business Combination?

A: At the Closing, all outstanding shares of Physicians capital stock will be transferred by the Physicians stockholders to PCMC. As a result, Physicians will become a wholly-owned subsidiary of PCMC. PC Indiana Carmel LLC, Physicians’ wholly owned subsidiary, will continue to hold fee title to the Property and to serve as landlord under the triple-net lease. The combined company's principal business immediately following the Closing will be the ownership of the Property and the collection of rental income under that lease.

For more information, see "Description of the Transaction Structure" beginning on page 23.

Q: What securities will PCMC issue in the Business Combination?

A: PCMC expects to issue the following securities in connection with the Business Combination:

The PCMC Preferred Stock described above is not being registered by this Information Statement/Prospectus and is intended to be issued in reliance on Section 4(a)(2) of the Securities Act. The terms, rights, preferences and conversion provisions of each series are set forth in the applicable Certificate of Designation filed as an exhibit to this Registration Statement.

For more information, see "Description of Capital Stock" and "Description of the Transaction Structure" beginning on pages 72 and 23, respectively.

Q: What will Physicians stockholders receive in the Business Combination?

A: Physicians stockholders will receive PCMC securities in exchange for all of their Physicians shares, in the amounts set forth in the Share Exchange Agreement and the closing capitalization schedule attached thereto. Ivie is expected to receive PCMC common stock and all of the PCMC Preferred Stock issued as exchange consideration, consisting of the Series A Voting Preferred Stock, the Series B-1 Convertible Preferred Stock, and the Series B-2 Convertible Preferred Stock. Employee Stockholders of Physicians, if any, are expected to receive only PCMC common stock. The allocation of PCMC securities among individual Physicians stockholders is set forth in the closing capitalization schedule attached as an exhibit to the Share Exchange Agreement, a copy of which is filed as Exhibit 2.1 to the Registration Statement.

For more information, see "Description of the Transaction Structure" beginning on page 23.

Q: Are the PCMC preferred shares being registered by this Information Statement/Prospectus?

A: No. This Information Statement/Prospectus registers only the 68,566,368 shares of PCMC common stock to be issued to Physicians stockholders in the share exchange. The 24,913,918 shares of PCMC Preferred Stock (consisting of 1,000,000 shares of 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 Preferred Stock) to be issued to Ivie and the 3,750,000 shares of PCMC Series B-1 Convertible Preferred Stock to be issued to Specialty Capital Lenders LLC are not being registered by this Information Statement/Prospectus. Those shares will be issued pursuant to exemptions from registration under the Securities Act.

Q: Will fractional shares of PCMC common stock be issued?

A: Fractional shares of PCMC common stock are not expected to be issued. Pursuant to the Share Exchange Agreement, any fractional share that would otherwise result from application of the exchange ratio will be rounded up to the nearest whole share.

Q: What will be the post-closing ownership of PCMC?

A: Upon completion of the Business Combination, on a fully diluted, as-converted basis, former Physicians equityholders (including Ivie) are expected to own approximately 80% of PCMC's outstanding common stock, and the remaining approximately 20% is expected to be held by non-Physicians holders, consisting of approximately 13.9% held by legacy PCMC stockholders and approximately 6.1% held by Specialty Capital Lenders LLC (upon conversion of its Series B-1 Convertible Preferred Stock). On a non-diluted basis at the Closing, before giving effect to conversion of the PCMC Preferred Stock, legacy PCMC stockholders would hold a larger percentage of the outstanding common stock (approximately one-third). These percentages are subject to adjustment based on the final capitalization of PCMC, the conversion terms of the preferred stock, and the conversion or settlement of the SAFEs and other convertible instruments. A fully reconciled pro forma capitalization table is set forth in the section entitled "Summary of the Information Statement/Prospectus—Summary of Pro Forma Capitalization" beginning on page 18.

Q: Who will control PCMC following the Closing?

A: Ivie is expected to control PCMC following the Closing through (i) his beneficial ownership of a majority of PCMC's outstanding common stock; (ii) the disproportionate voting rights of the PCMC Series A Voting Preferred Stock to be issued to him, which entitles its holders, as a class, to a number of votes equal to two (2) times the sum of the outstanding Common Stock and the votes allocated to any other class of voting preferred stock then outstanding-a formula under which the Series A Voting Preferred Stock alone represents approximately two-thirds of the total combined voting power and which, together with Ivie’s Common Stock, Series B-1 and Series B-2 holdings, is expected to confer on Ivie approximately 90% of the total combined voting power of PCMC's outstanding capital stock, irrespective of the number of other shares outstanding. As a result of this concentration of voting power, Ivie will have the ability to control, without the concurrence of other stockholders, the election of PCMC's board of directors and other fundamental corporate decisions.

For more information, see "Board Composition and Control Following the Business Combination" and "Certain Relationships and Related Person Transactions" beginning on pages 24 and 70, respectively.

Q: What happens to current PCMC stockholders?

A: Current PCMC stockholders will retain their existing shares of PCMC common stock and are not required to take any action. However, current PCMC stockholders will experience substantial dilution. On a fully diluted, as-converted basis, the issuance of the Exchange Shares and the other securities issued in connection with the Business Combination will reduce the pro forma ownership of legacy PCMC stockholders from 100% to approximately 13.9% of the combined company's outstanding common stock (with former Physicians equityholders holding approximately 80% and Specialty Capital Lenders LLC holding approximately 6.1%). At the Closing, before giving effect to the conversion of the PCMC Preferred Stock, legacy PCMC stockholders would hold approximately one-third of the outstanding common stock. In addition, current PCMC stockholders will experience a fundamental change in the nature, assets, management, business plan, and risk profile of PCMC as the combined company transitions from a shell company with no operations to a real estate holding company whose sole material asset is the Property leased to a single tenant.

For more information, see "Risk Factors" beginning on page 30.

VOTING APPROVALS AND TIMING

Q: Is a PCMC stockholder vote required to approve the Business Combination?

A: No. PCMC is not soliciting a stockholder vote or written consent in connection with the Business Combination. Because the Business Combination is being effected through a privately negotiated Share Exchange Agreement rather than a statutory plan of exchange or merger under Nevada law, no vote or consent of PCMC stockholders is required to authorize the transaction. Repository Services LLC, PCMC's majority stockholder, is a party to the Share Exchange Agreement and has agreed therein to support consummation of the transaction on the terms described in this Information Statement/Prospectus. On June 30, 2026, the PCMC Board of Directors unanimously approved the Business Combination and determined that the Share Exchange Agreement and the transactions contemplated thereby are advisable, fair to, and in the best interests of PCMC and its stockholders. This Information Statement/Prospectus constitutes the information statement being furnished to holders of PCMC common stock pursuant to Rule 14f-1 under the Exchange Act, in connection with the anticipated change in a majority of the members of the PCMC Board of Directors and is not being furnished to seek or report any stockholder vote or consent regarding the Business Combination itself.

Q: Are Physicians stockholders required to approve the Business Combination?

A: Yes. Each Physicians stockholder is required to execute the Share Exchange Agreement, or a joinder or counterpart thereto, in order to participate in the exchange and receive PCMC securities. Ivie, as the controlling stockholder of Physicians, has executed the Share Exchange Agreement. Any additional Physicians stockholders will receive PCMC common stock only upon executing a joinder in the form attached to the Share Exchange Agreement. See the Share Exchange Agreement filed as Exhibit 2.1 to the Registration Statement for a description of the applicable joinder and execution mechanics under Maryland law.

Q: What conditions must be satisfied before the Business Combination can close?

A: Consummation of the Business Combination is subject to the satisfaction or waiver of the following conditions, among others:

For more information, see "Conditions to Completion of the Business Combination" beginning on page 28.

Q: When is the Business Combination expected to close?

A: The parties currently expect the Business Combination to close as soon as practicable after the Registration Statement becomes effective and all Closing conditions have been satisfied or waived. Following effectiveness of the Registration Statement and before completion of the Business Combination, PCMC will mail or otherwise furnish the definitive Information Statement/Prospectus to its stockholders in accordance with applicable federal securities laws. The mailing or furnishing of the Information Statement/Prospectus is not an independent contractual condition to Closing under the Share Exchange Agreement; however, PCMC will complete the required dissemination before consummating the Business Combination. The exact Closing date will depend on, among other things, the SEC review and comment process and the time required to satisfy the applicable closing conditions. Neither PCMC nor Physicians can predict the specific date of closing.

Q: What happens if the Business Combination is not completed?

A: If the Business Combination is not completed, PCMC will remain a reporting shell company with no operating business, no revenues, and limited assets, and Physicians will remain a privately held company. In addition, PCMC and Physicians will have incurred, and will remain responsible for significant legal, accounting, audit, and other transaction expenses.

The Share Exchange Agreement may be terminated prior to Closing (i) by mutual written consent of PCMC and Physicians; (ii) by either party if the Closing has not occurred on or before the Outside Date (defined as 180 days after June 30, 2026); (iii) by either party if a government authority has issued a final, non-appealable order prohibiting the Business Combination; (iv) by either party upon an uncured material breach by the other party; (v) by either party if the Form S-4 has not been declared effective by the Outside Date or if the SEC issues a stop order; or (vi) by either party upon the occurrence of a Material Adverse Effect with respect to the other party.

For more information, see "Termination of the Share Exchange Agreement" and "Expenses and Fees" beginning on page 30.

Q: Are appraisal or dissenters' rights available?

A: No. The availability of appraisal, dissenters', or similar statutory rights is analyzed separately for PCMC stockholders under Nevada law and Physicians stockholders under Maryland law. See "Dissenters’ and Appraisal Rights" beginning on page 28 for a complete analysis.

Q: Will PCMC's board of directors change as a result of the Business Combination?

A: Yes. The Business Combination is expected to result in changes to PCMC's board of directors and executive management team. Ivie is expected to have the right to designate a majority of PCMC's directors following the Closing as a result of his beneficial ownership of PCMC capital stock, including disproportionate voting rights of the Series A Voting Preferred Stock to be issued to him. The post-closing board composition and management team, and biographical information for each proposed director and officer, are described in the section entitled "Management of PCMC Following the Business Combination" beginning on page 66. Because this change in a majority of PCMC's directors is expected to occur other than at a meeting of stockholders, this Information Statement/Prospectus also constitutes the Information Statement being furnished to PCMC's stockholders pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, not less than ten days prior to the date on which the anticipated change in a majority of PCMC's directors will occur.

ABOUT PCMC AND PHYSICIANS CAPITAL MANAGEMENT CORPORATION

Q: What is PCMC?

A: Public Company Management Corporation ("PCMC") is a Nevada corporation incorporated on October 26, 2000, under the name MyOffiz, Inc. PCMC changed its name to Public Company Management Corporation on November 6, 2004. PCMC is an Exchange Act reporting company and a "shell company" as defined in Rule 12b-2 under the Exchange Act, with no or limited operations since October 1, 2012 and no revenues or material assets. PCMC's sole officer and director is Quynh Hoa T. Tran, and PCMC currently has no employees. PCMC's common stock is quoted on the OTC Markets Group Inc. OTCID market under the symbol "PCMC" and is a penny stock. PCMC's principal office is located at 9350 Wilshire Boulevard, Suite 203, Beverly Hills, California 90212. PCMC's independent registered public accounting firm has expressed substantial doubt about PCMC's ability to continue as a going concern.

For more information, see "Business of PCMC" and "Risk Factors—Shell Company Risks" beginning on pages 52 and 31, respectively.

Q: What is Physicians Capital Management Corporation?

A: Physicians Capital Management Corporation ("Physicians") is a Maryland corporation formed on January 31, 2025, organized as a physician-aligned healthcare real estate investment and development platform focused on the acquisition, development, ownership, and management of medical office and healthcare-related real property. Physicians' founder, sole initial officer, and controlling stockholder is Ivie. Physicians' principal operating asset is its wholly owned subsidiary, PC Indiana Carmel LLC, which holds fee title to the Carmel Property and is the landlord under the triple-net lease with the Tenant. Physicians is a private company and does not file reports with the SEC. As of June 30, 2026, Physicians had a working capital deficit of $913,058 and a stockholders’ deficit of $1,266,282.

For more information, see "Business of Physicians" beginning on page 56.

THE PROPERTY AND THE TENANT

Q: What is the Property?

A: The Property is a purpose-built medical office, emergency room, and urgent care facility located at 14585 Hazel Dell Parkway, Carmel, Indiana 46033. The Property was constructed in 2019 and completed in 2020, contains approximately 11,845 rentable square feet, and is situated on approximately 1.9 acres of land in Hamilton County, Indiana. The Property was acquired by PC Indiana Carmel LLC, a wholly owned subsidiary of Physicians, on October 28, 2025, for a total purchase price of $12,250,000 (plus approximately $435,153 in post-closing capitalized transaction costs). The purchase price was allocated between land ($1,300,000) and buildings and improvements ($10,950,000). The Property is expected to be the combined company's sole material real estate asset immediately following the Closing.

For more information, see "The Property" beginning on page 57.

Q: Who is the Tenant, and what kind of facility is operated at the Property?

A: The Property is leased to Intuitive Health of Hamilton County, LLC, the legal operating entity for the Riverview Health Emergency Room & Urgent Care - Carmel facility. Riverview Health is an Indiana county hospital and hospital authority. Pursuant to a Sublease Agreement dated November 30, 2018, Intuitive Health of Hamilton County, LLC subleases a portion of the Property to Riverview Health as subtenant for the operation of the emergency room and urgent care services at the facility. The Lease was assigned to PC Indiana Carmel LLC on October 28, 2025, concurrent with the acquisition of the Property.

Intuitive Health of Hamilton County, LLC is not a public reporting company and does not provide publicly available audited financial statements, credit ratings, or other financial disclosures. The combined company's ability to collect rental income depends entirely on the financial condition and continued operations of the Tenant.

For more information, see “Business of Physicians—The Tenant and the Lease” and “Risk Factors—Single-Tenant Concentration Risks” beginning on pages 57 and 36, respectively.

Q: What is a triple-net lease, and what does it mean for the combined company?

A: Under a triple-net (NNN) lease, the tenant is generally responsible for paying property-level operating expenses-including real estate taxes, property insurance premiums, and maintenance, repair, and replacement costs-in addition to base rent. The structure is designed to provide the landlord with a more predictable net rental income stream. However, if the Tenant fails to pay taxes, insurance, or maintenance costs when due, the combined company may ultimately be required to bear those obligations to protect its property or comply with applicable law. The material terms of the lease, including base rent, rent escalation provisions, lease term, renewal options, maintenance and repair obligations, and default and termination provisions, are summarized in the section entitled “Business of Physicians—The Tenant and the Lease” beginning on page 57.

For more information, see "Risk Factors—Triple-Net Lease Risks" beginning on page 35.

Q: How was the acquisition of the Property financed?

A: The acquisition of the Property for $12,250,000 was funded through a combination of the following instruments, each of which is described in greater detail in the section entitled “Physicians Management’s Discussion and Analysis of Financial Condition and Results of Operations—Sources of Liquidity and Financing Arrangements” beginning on page 62 and in the notes to the pro forma financial statements:

Total acquisition-related indebtedness of approximately $12,683,000 exceeds the $12,250,000 acquisition price of the Property. The combined company will be highly leveraged and its ability to service debt will depend substantially on continued receipt of rent.

For more information, see "Risk Factors—Financing and Leverage Risks" beginning on page 37.

Q: What are SAFEs, and what will happen to them in the Business Combination?

A: SAFEs (Simple Agreements for Future Equity) are contractual instruments giving their holders the right to receive equity upon specified triggering events such as a qualifying financing, a change of control, or a liquidity event. Physicians has issued SAFEs in the aggregate principal amount of approximately $2,097,000, and PCMC has entered into Advance Agreements in the aggregate principal amount of approximately $475,000. The Advance Agreements document capital contributions that do not accrue interest and do not create any debt, liability, or repayment obligations of PCMC. Pursuant to the Share Exchange Agreement and the Closing Capitalization Schedule, all outstanding Physicians SAFEs will be converted, cancelled, or otherwise settled in connection with, or prior to, the Closing. The Physicians SAFEs are expected to convert into shares of Physicians capital stock at or prior to the Closing, and the PCMC Advance Agreements described above will be settled through the transfer by Repository Services LLC of 12,016,911 shares of PCMC common stock that it already holds; PCMC will not issue any shares in respect of the Advance Agreements. For the avoidance of doubt, the shares issuable upon conversion or settlement of the Physicians SAFEs, are already fully reflected in the Exchange Shares and in the pro forma capitalization giving effect to the Business Combination, and no further shares will be issued in respect of such instruments. As a result, the SAFE conversions do not increase the aggregate number of shares outstanding following the Closing and do not change the relative post-closing ownership percentages; rather, they dilute the pre-existing shareholders of each company within that company’s respective allocation. For more information see "Description of the Transaction Structure" beginning on page 23.

Conflicts of Interest and Related-Party Transactions

Q: Are there conflicts of interest in the Business Combination?

A: Yes. The Business Combination involves several potential conflicts of interest that stockholders should consider carefully. Ivie serves simultaneously as the controlling stockholder of Physicians (the transferring entity) and as the expected post-closing control person of PCMC (the acquiring entity) and is expected to receive the largest single allocation of PCMC securities in the Business Combination. Specialty Capital Lenders LLC, an existing PCMC noteholder whose manager and controlling member is Ronald J. Stauber, a principal of Stauber Law Offices, PCMC's legal counsel, is expected to receive 3,750,000 shares of PCMC Series B-1 Convertible Preferred Stock in exchange for the cancellation of PCMC's outstanding indebtedness to it, which cancellation may not be on arm's-length terms. Mr. Stauber is also a 50% member of Repository Services LLC, PCMC's majority and controlling stockholder.

For more information, see "Certain Relationships and Related Person Transactions" and "Related-Party Interests and Conflicts" beginning on pages 70 and 25, respectively.

Q: What related-party indebtedness is being cancelled or converted in the Business Combination?

A: The Business Combination involves two categories of related-party indebtedness:

Q: Does this Information Statement/Prospectus register the resale of shares by Ivie or other affiliates?

A: No. This Information Statement/Prospectus registers only the issuance of 68,566,368 shares of PCMC common stock to Physicians stockholders in the share exchange and the deemed sale under Rule 145a. It does not register any resale or reoffer of PCMC shares by Ivie, employee stockholders, Specialty Capital Lenders LLC, or any other affiliate or control person of the combined company. Any future resale of shares held by affiliates will be subject to the requirements of the Securities Act, including compliance with Rule 144 (subject to the additional conditions applicable to former shell companies) or the filing of a separate resale Registration Statement.

Q: Will the PCMC shares issued in the Business Combination be freely tradeable?

A: Not necessarily. Securities issued to affiliates and control persons of the combined company, including Ivie and others who become affiliates of the combined company at or after the Closing, may be “control securities” and may be resold only in compliance with Rule 144 under the Securities Act of 1933, as amended, or pursuant to another available exemption from registration. Resales by affiliates under Rule 144 are generally subject to volume limitations, manner-of-sale requirements, notice requirements, current-public-information requirements and other conditions.

In addition, because PCMC is currently a shell company, Rule 144 will not be available for the resale of securities of PCMC while PCMC remains a shell company. Following the Closing, PCMC will be a former shell company. Rule 144 will not become available for resales of PCMC securities unless and until: (i) PCMC has ceased to be a shell company; (ii) PCMC is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act; (iii) PCMC has filed all reports and other materials required to be filed under Section 13 or Section 15(d), as applicable, during the preceding 12 months, other than Form 8-K reports; (iv) PCMC has filed current “Form 10 information” with the SEC reflecting its status as an entity that is no longer a shell company, which PCMC expects to provide in its post-closing Current Report on Form 8-K, commonly referred to as the “Super 8-K”; and (v) at least one year has elapsed since the date PCMC filed that Form 10 information.

Accordingly, even after the Closing, holders of restricted PCMC securities, including the shares issued to Physicians stockholders in the exchange, or transferred by Repository Services LLC to others may be unable to rely on Rule 144 for resale until the foregoing conditions have been satisfied. In addition, any holder who is an affiliate of PCMC or the combined company at the time of resale will remain subject to Rule 144’s applicable affiliate resale conditions even after the former-shell-company conditions are satisfied.

PCMC stockholders whose shares were freely tradable immediately before the Closing generally will continue to hold shares that are not “restricted securities” solely because of the Closing. However, their ability to resell those shares may nevertheless be subject to Rule 144 or other applicable securities-law restrictions if they are affiliates of PCMC or the combined company at the time of resale, are acting as an underwriter or participant in a distribution, are subject to contractual transfer restrictions, or are otherwise subject to applicable law.

For more information, see "Securities Act Restrictions on Resale of PCMC Common Stock" and "Risk Factors—Liquidity and Market Risks" beginning on pages 75 and 40, respectively.

Shell Company Status and Post-Closing SEC Filing Requirements

Q: Why is PCMC's shell company status important to investors?

A: PCMC's shell company status has several significant consequences:

For more information, see "Risk Factors—Shell Company Risks" beginning on page 31.

Q: What is the "Super 8-K," and when must it be filed?

A: The "Super 8-K" is a Current Report on Form 8-K that PCMC must file within four business days after the Closing of the Business Combination. This report must contain all information that would be required in a Registration Statement on Form 10 including audited financial statements of Physicians for the required periods, pro forma financial information, a full business description, description of properties, management's discussion and analysis, officer and director biographical information, executive compensation disclosure, related-party transaction disclosure, and other material information about the combined company. Until the Super 8-K is filed, certain resale exemptions and registration form eligibilities remain unavailable to the combined company and its affiliates.

Key Risks

Q: What are the most significant risks associated with the Business Combination?

A: The Business Combination and an investment in PCMC common stock involve significant risks. You should carefully read the "Risk Factors" section beginning on page 30 before making any investment decision. Among the most significant risks are the following:

Tax and Accounting Treatment

Q: How is the Business Combination expected to be treated for U.S. federal income tax purposes?

A: The parties intend for the Business Combination to qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"). If the Business Combination so qualifies, Physicians stockholders who exchange their Physicians equity interests solely for PCMC common stock generally would not recognize gain or loss for U.S. federal income tax purposes on the exchange. However, the qualification of the Business Combination as a tax-free reorganization is uncertain.

Even if the Business Combination does not qualify as a reorganization under Section 368(a), the exchange may nonetheless qualify for nonrecognition treatment under Section 351 of the Code if the exchange is treated as a transfer of property to PCMC solely in exchange for PCMC common stock and, immediately after the exchange, the transferring Physicians stockholders (together with any other persons whose transfers are integrated with the exchange under applicable Treasury regulations) are in “control” of PCMC within the meaning of Section 368(c) of the Code — that is, own stock possessing at least 80% of the total combined voting power of all classes of PCMC stock entitled to vote and at least 80% of the total number of shares of each other class of PCMC stock.

No ruling has been or will be sought from the Internal Revenue Service regarding the tax treatment of the Business Combination, and no assurance can be given that the IRS will not challenge the intended treatment. No legal opinion has been obtained, and PCMC does not intend to obtain a legal opinion, regarding the U.S. federal income tax treatment of the Business Combination. Tax matters are complicated, and the tax consequences of the Business Combination will depend on each holder's particular circumstances.

For more information, see "Material U.S. Federal Income Tax Considerations" beginning on page 44. You are encouraged to consult your own tax advisor regarding the specific tax consequences applicable to you.

Q: How will the Business Combination be accounted for?

A: Because Physicians' stockholders are expected to hold a substantial majority of the combined company's equity following the Closing and because Physicians' business will become the principal business of the combined company, the transaction is expected to be accounted for as a reverse recapitalization under U.S. generally accepted accounting principles ("U.S. GAAP"), in which Physicians is treated as the accounting acquirer. Under this treatment, the historical financial statements of the combined company will reflect the historical financial statements of Physicians, with PCMC's assets and liabilities recorded at carrying value at the closing date. The final accounting determination will be made in consultation with the combined company's independent registered public accounting firm and will be disclosed in the final Information Statement/Prospectus and post-closing Super 8-K.

For more information, see "Unaudited Pro Forma Condensed Combined Financial Statements—Notes to Unaudited Pro Forma Combined Financial Statements, Note 1—Basis of Presentation" beginning on page 50.

Q: Does the combined company intend to elect REIT status?

A: No. The combined company does not currently expect to elect to be treated as a real estate investment trust ("REIT") for U.S. federal income tax purposes. Unlike a REIT, which is generally exempt from federal corporate income tax provided it satisfies certain distribution, asset composition, and income requirements, the combined company will be subject to corporate-level federal income tax on its taxable income.

For more information, see "Material U.S. Federal Income Tax Considerations—Tax Consequences of Holding PCMC Common Stock" beginning on page 46.

Q: Does the combined company intend to pay dividends?

A: No. PCMC has not historically paid cash dividends and does not currently expect to pay dividends in the foreseeable future. The combined company expects to use available cash to service its debt obligations (including the Academy Bank Loan, seller financing, and related-party loans), fund capital expenditures, and meet working capital needs. The terms of the Academy Bank Loan and other debt instruments may also restrict the combined company's ability to pay dividends. Any future decision to pay dividends will be made by the board of directors in its discretion, taking into account financial condition, earnings, capital requirements, contractual restrictions, and applicable law.

Additional Information

Q: Where can I find additional information about PCMC?

A: PCMC files annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and other information with the SEC under the Exchange Act. PCMC’s filings with the Securities and Exchange Commission are available to the public through the SEC’s EDGAR database at www.sec.gov/edgar. PCMC’s Central Index Key, or CIK, is 0001141964, and its SEC Commission File Number is 000-50098 on the SEC's EDGAR database at www.sec.gov. Because PCMC is a shell company, its prior Exchange Act reports have not been incorporated by reference into this Form S-4; all required PCMC historical information is included directly in this Information Statement/Prospectus. Copies of PCMC's filings may also be obtained by contacting PCMC at 9350 Wilshire Boulevard, Suite 203, Beverly Hills, California 90212, Attention: Quynh Hoa T. Tran.

Q: Where can I find additional information about Physicians?

A: Physicians is a private company and does not file reports with the SEC. All material information regarding Physicians, including its business, properties, lease and tenant arrangements, financing arrangements, financial statements, management, related-party transactions, and legal proceedings, is included directly in this Information Statement/Prospectus. See the sections entitled “Business of Physicians,” “Summary of the Information Statement/Prospectus—Summary of the Property, Tenant, and Lease,” “Index of Financial Statements—Physicians Capital Management Corporation—Audited Financial Statements,” “—Unaudited Financial Statements” and “Certain Relationships and Related Person Transactions” beginning on pages 56, 17, 106, 118 and 70, respectively.

Q: Who should I contact with questions about this Information Statement/Prospectus or the Business Combination?

A: Questions regarding this Information Statement/Prospectus or the Business Combination should be directed to:

Public Company Management Corporation

9350 Wilshire Boulevard, Suite 203

Beverly Hills, California 90212

Attention: Quynh Hoa T. Tran, President

Telephone: (310) 862-1957

Email: [email protected]

SUMMARY OF THE INFORMATION STATEMENT/PROSPECTUS

Public Company Management Corporation, a Nevada shell company with no current operations and no revenues (the "Registrant" or "PCMC"), proposes completing a business combination (the "Business Combination") with Physicians Capital Management Corporation, a Maryland corporation ("Physicians"). PCMC has had no or limited operations, and no revenues or material assets, since October 1, 2012. Since October 2020, PCMC's management has actively sought a suitable business combination. See “Background of the Business Combination” for a full description of PCMC's history and the development of the Business Combination.

Physicians Capital Management Corporation (“Physicians”) is a Maryland corporation formed on January 31, 2025 as a physician-aligned healthcare real estate investment and development platform focused on the acquisition, development, ownership, and long-term management of medical office buildings, emergency and urgent care facilities, ambulatory surgery centers, and other outpatient healthcare-related real property. Physicians was organized by, and is controlled by, Ivie, and intends to partner with physician groups and healthcare operators to structure physician-aligned ownership vehicles designed to create stable, recurring net-lease income streams.

Physicians’ business model centers on acquiring and holding income-producing healthcare real estate leased on a long-term, net-lease basis to healthcare operators, with an emphasis on assets supported by essential clinical services and favorable demographic, reimbursement, and utilization characteristics. Because Physicians is led by individuals with clinical and healthcare-operating experience, it seeks to integrate clinical, operational, and real estate considerations into its investment strategy. Physicians conducts its business through its wholly owned subsidiary, PC Indiana Carmel LLC, an Indiana limited liability company, and, other than the Property and its related contractual and financing arrangements, Physicians has no other operations or revenues and has no employees.

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 structured as a share exchange in which PCMC will acquire all of the outstanding equity interests of Physicians. In exchange for their equity interests in Physicians, the Physicians equityholders will receive shares of PCMC common stock. Following the Closing, Physicians will become a wholly owned subsidiary of PCMC, and PCMC will remain the publicly traded parent company. For accounting purposes, the Business Combination is expected to be treated as a reverse merger or recapitalization, with Physicians deemed to be the accounting acquirer.

Upon consummation of the Business Combination, on a fully diluted, as-converted basis, the shareholders of Physicians are expected to own approximately 80% of the combined company's outstanding common stock, and the remaining approximately 20% is expected to be held by non-Physicians holders, consisting of approximately 13.9% held by the pre-existing shareholders of PCMC and approximately 6.1% held by Specialty Capital Lenders LLC upon conversion of its Series B-1 Convertible Preferred Stock. The Business Combination is subject to, among other things, the receipt of all required regulatory approvals and the satisfaction or waiver of the other closing conditions described in the Share Exchange Agreement filed as Exhibit 2.1 to this Registration Statement. No vote of PCMC stockholders is required in connection with the Business Combination. Each Physicians stockholder has executed the Share Exchange Agreement or a joinder thereto.

PCMC's board of directors has unanimously determined that the Business Combination and the transactions contemplated by the Share Exchange Agreement are advisable, fair to, and in the best interests of PCMC and its shareholders. No vote of PCMC stockholders is being solicited in connection with the Business Combination. See “Approval of the Business Combination by the PCMC Board” beginning on page 26.

Summary of the Property, Tenant, and Lease

Physicians through its wholly owned subsidiary, PC Indiana Carmel LLC, an Indiana limited liability company, acquired the Property on October 28, 2025 located at 14585 Hazel Dell Parkway, Carmel, Indiana from Ophin LLC, an Indiana limited liability company. The Property operates in two categories of clinical services: emergency room (“ER”) facilities and urgent care centers. ER facilities are licensed hospital-based emergency departments equipped and staffed to provide evaluation and treatment for life-threatening or potentially serious medical conditions on a 24/7 basis, including trauma, cardiac events, respiratory distress, and other acute presentations requiring advanced diagnostics or immediate intervention. Urgent care centers provide non-emergent, walk-in medical services for conditions that require timely attention but are not life-threatening, such as minor injuries, infections, and routine diagnostic needs. Urgent care centers generally operate with extended but limited hours and offer lower-acuity clinical services compared to ER facilities.

The distinction between these clinical services does not affect the Company’s operational model, any applicable reimbursement structure, and regulatory requirements as the Property is subject to a Lease.

The Property means (a) the Land, (b) the Improvements, (c) all of right, title and interest in and to all appurtenances benefiting or pertaining to the Land and/or the Improvements, including all right, title, and interest in and to all streets, alleys, rights-of-way, or easements adjacent to or benefitting the Land, and all strips or pieces of land abutting, bounding, or adjacent to the Land, (d) the Personal Property, (e) the Intangible Property, (f) the right, title, and interest in and to certain Assumed Service Contracts at the time Physicians acquired the Property, and (g) the right, title, and interest in and to any Leases, including all Deposits thereunder.

The acquisition of the Property represented a purchase price of $12,250,000 plus $433,972 in costs and fees. The purchase price was allocated based on relative fair value to land of $1,300,000 and buildings acquisition cost (consisting of the $12,250,000 purchase price plus $433,972 in capitalized transaction costs) was financed by (a) $8,210,000, five (5) year Academy Bank Loan which bears interest at 6.25% and repayable in monthly payments of principal and interest based on a 25 year amortization period, (b) $2,097,000 funds from SAFEs or equity advance agreements (collectively “SAFEs”) , (c) $1,341,972 funds from related party loans, (d) $790,000 seller financing from the property seller Ophin LLC, which was personally guaranteed by Ivie, and has since been satisfied in full and is no longer outstanding, and (e) accrued expenses of $245,000. The costs and fees associated with the acquisition of the Property of $39,160 with the Academy Bank Loan and $435,153 related costs and fees were capitalized as part of the cost of the Property.

The Property was constructed in 2019 and completed in 2020 and is situated on approximately 1.9 acres of land and has approximately 11,845 rentable square feet. The Property is leased under the Lease dated November 30, 2018 by and between EQ Hazel Development, LLC, an Indiana limited liability company, Thomas W. Moore, Trustee of the Joan M. Moore Trust dated December 2, 2016; and Four Moore Investments, LLC, as tenants in common (collectively, "Landlord") and Intuitive Health of Hamilton County, LLC, a Delaware limited liability company ("Tenant"), as amended by a First Amendment to Lease dated April 2019, by a Second Amendment to Lease dated September 23, 2020, a Third Amendment to the Lease dated October 13, 2025, and a Commencement Date Certificate and Lease Amendment dated May 11, 2020 which has a remaining initial term of approximately fourteen (14) years, expiring on May 31, 2040, with four (4) options to extend the term for a five (5) year option term, at the Tenant's election, for a maximum total remaining term (including all renewal options) of approximately thirty-four (34) years. The Carmel, Indiana building report reflects that the commercial certificate of occupancy was issued to “Intuitive Riverview Hazel Dell Urgent Care, 14585 Hazel Dell Pkwy” during the April 1- 30, 2020 period, with an issue date of April 2020.

The Tenant entered into a Sublease Agreement on November 30, 2018 by and between Intuitive Health of Hamilton County, LLC ("Sublessor") and Riverview Health, an Indiana county hospital ("Subtenant") for the Property. The term of the Sublease Agreement is the same as the Lease. The Lease, as amended, and Sublease are structured as a triple-net lease, meaning that the Tenant is responsible for substantially all operating expenses, including real estate taxes, insurance, utilities, maintenance, repairs, and certain capital expenditures. The Property was delivered to the Sublessor on April 29, 2020 and the Commencement Date occurred on May 29, 2020, with the first full month of rent commencing June 1 , 2020. The Company currently receives a fixed current annual base rent of $794,788, currently payable in monthly installments of $66,232.35, with rent escalations.

The Lease was assigned to the Company on October 28, 2025, concurrently with the Company’s acquisition of the property located at 14585 Hazel Dell Parkway, Carmel, Indiana (Parcel No. 29-10-22-022-003.000-018) (the “Property”). The Company financed the acquisition through a combination of senior mortgage debt, SAFE financing, related-person loans, seller financing and deferred accrued expenses. These sources provided approximately $12.7 million of acquisition-related financing in connection with the $12.25 million purchase price of the Property. For a detailed description of each financing source, including principal amounts, interest rates, maturities, and repayment terms, see “Physicians Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”

Summary of Pro Forma Capitalization

The following table presents a summary of the pro forma capitalization of the combined company as of June 30, 2026, after giving effect to the Business Combination and the financing transactions described herein. This summary should be read in conjunction with the more detailed Unaudited Pro Forma Combined Financial Information and the accompanying notes included elsewhere in this Information Statement/Prospectus.

Risk Factor Summary

An investment in PCMC's common stock involves a high degree of risk. The following is a summary of the principal risks associated with the Business Combination and the combined company. You should carefully review the full "Risk Factors" section beginning on page 30 of this Information Statement/Prospectus before making any investment decision.

U.S. Federal Income Tax Considerations

For a discussion summarizing certain U.S. federal income tax considerations of the Business Combination, please see “Material U.S. Federal Income Tax Considerations.”

Smaller Reporting Company

PCMC is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our PCMC Common Stock held by non-affiliates exceeds $250 million as of the prior June 30 and our annual revenue exceeded $100 million during such completed fiscal year, or (ii)  the market value of our PCMC Common Stock held by non-affiliates exceeds $700 million as of the prior June 30.

Background of the Business Combination

Background of PCMC and Physicians

PCMC was incorporated under the laws of the State of Nevada on October 26, 2000. Prior to the consummation of the Business Combination, PCMC has been a “shell company,” as defined in Rule 12b-2 under the Exchange Act, with no or limited operations, and no revenues or operating assets, since October 1, 2012. Following the consummation of the Business Combination, PCMC expects to cease to be a shell company and to conduct the business currently conducted by Physicians and its subsidiaries.

Since approximately 2020, PCMC’s management and Board of Directors (the “PCMC Board”) have evaluated potential transactions through which PCMC could acquire or combine with an operating business. In considering potential transaction candidates, PCMC generally sought businesses with identifiable operating assets, existing or anticipated cash flows and the potential to operate as a public company.

Physicians Capital Management Corporation (“Physicians”) was incorporated under the laws of the State of Maryland on January 31, 2025, for the purpose of acquiring, owning and managing medical real estate assets. Physicians, through its wholly owned subsidiary, PC Indiana Carmel LLC, owns the medical real estate property located at 14585 Hazel Dell Parkway, Carmel, Indiana 46033 (the “Property”). The Property was acquired on October 28, 2025 for an aggregate purchase price of approximately $12.25 million and was financed through the debt financing arrangements described elsewhere in this Information Statement/Prospectus. For additional information regarding the acquisition and financing of the Property, see “Physicians Management’s Discussion and Analysis of Financial Condition and Results of Operations—Sources of Liquidity and Financing Arrangements” beginning on page 62.

Initial Discussions and Evaluation of a Potential Transaction

In June 2025, representatives of PCMC were introduced to representatives of Physicians by Repository Services LLC, which identified Physicians as a potential business combination candidate. During June and July 2025, representatives of PCMC and Physicians engaged in preliminary discussions concerning the respective businesses, capitalization and strategic objectives of the parties and the possibility of a potential business combination.

In connection with its evaluation of Physicians, PCMC considered, among other matters, Physicians’ ownership of medical real estate assets, the lease arrangements relating to the Property, Physicians’ existing indebtedness and financing requirements and the potential benefits and risks associated with combining Physicians with a publicly reporting company.

On August 30, 2025 and October 24, 2025, PCMC advanced $33,000 and $130,000, respectively, to Physicians, for an aggregate original principal amount of $163,000. The advances were evidenced by promissory notes bearing interest at a rate of 10% per annum and payable on demand or, if not earlier demanded, on March 31, 2026 (collectively, the “Physicians Note”), which was subsequently extended.

On March 31, 2026, effective as of February 15, 2026, PCMC and Specialty Capital Lenders LLC (“Specialty”) entered into a Note Transfer and Debt Settlement Agreement pursuant to which PCMC assigned the Physicians Note to Specialty. At the time of the assignment, the Physicians Note had an outstanding principal balance of $163,000 and accrued interest of $5,545, for an aggregate assigned receivable of $168,545. The amount of the assigned receivable was credited against indebtedness owed by PCMC to Specialty under PCMC’s $350,000 promissory note described elsewhere in this Information Statement/Prospectus. Following the assignment, PCMC no longer had any amount receivable under the Physicians Note, and Physicians’ obligations under the Physicians Note became payable to Specialty.

As discussions concerning a potential business combination progressed, representatives of PCMC conducted due diligence regarding Physicians and its business, including a review of the Property, the lease relating to the Property (the “Lease”), the financial condition of the tenant under the Lease (the “Tenant”) and Physicians’ outstanding indebtedness and other financing arrangements, including the Academy Bank Loan, the SAFEs and the Related-Party Loans described elsewhere in this Information Statement/Prospectus. Concurrently, Physicians conducted applicable due diligence of PCMC as a shell issuer.

On or about February 23, 2026, the PCMC Board met with management to discuss Physicians and a potential transaction. At the meeting, management presented an overview of Physicians and the proposed transaction, including preliminary considerations regarding valuation, transaction structure and the anticipated capitalization of PCMC following the transaction. Following discussion, the PCMC Board authorized management to continue negotiations with Physicians regarding a potential transaction.

Following the February 23, 2026 meeting, representatives of PCMC and Physicians, together with their respective advisors, continued to negotiate the principal terms of the proposed transaction, including the amount and form of consideration to be issued to the Physicians stockholders, the allocation of the post-transaction capitalization of PCMC between the pre-transaction PCMC stockholders and the Physicians stockholders, the treatment of outstanding indebtedness and other securities and obligations of each party, and post-Closing governance arrangements. During this period, the parties and their respective representatives also continued their legal and business due diligence and negotiated the definitive terms of the Share Exchange Agreement. The PCMC Board received periodic updates from management regarding the status of the negotiations.

Entry into the Share Exchange Agreement

On June 30, 2026, following negotiations between the parties, PCMC entered into the Share Exchange Agreement with Physicians, Ivie, and each Employee Stockholder who may become a party thereto will be required to execute a joinder to the Share Exchange Agreement (collectively with Ivie, the “Physicians Stockholders”).

Pursuant to the Share Exchange Agreement, at the Closing of the transactions contemplated thereby (the “Closing”), the Physicians Stockholders will transfer to PCMC all 10,000,000 issued and outstanding shares of Physicians common stock, including all shares issued pursuant to the Permitted Employee Equity Grants, as reflected on the final Seller Allocation Schedule, and excluding any shares surrendered to Physicians and not reissued prior to the Closing (the “Physicians Shares”). In consideration for the Physicians Shares, PCMC will issue to the Physicians Stockholders an aggregate of (i) 68,566,368 shares of PCMC common stock, par value $0.001 per share (“PCMC Common Stock”), and (ii) 24,913,918 shares of PCMC Preferred Stock, par value $0.001 per share (“PCMC Preferred Stock”), consisting of 1,000,000 shares of 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 Preferred Stock (collectively, the “Exchange Shares”).

The Exchange Shares will be allocated among the Physicians Stockholders in accordance with the Seller Allocation Schedule to the Share Exchange Agreement. Any shares of PCMC Common Stock allocated to Employee Stockholders will reduce, on a share-for-share basis, the shares of PCMC Common Stock otherwise issuable to Ivie and will not increase the aggregate number of Exchange Shares. Unless otherwise agreed by the parties, Employee Stockholders will receive only PCMC Common Stock, and all shares of PCMC Preferred Stock included in the Exchange Shares will be issued to Ivie.

The 68,566,368 shares of PCMC Common Stock included in the Exchange Shares are being registered under the Securities Act pursuant to the Registration Statement of which this Information Statement/Prospectus forms a part. The shares of PCMC Preferred Stock included in the Exchange Shares are not being registered under the Securities Act and will be issued to Ivie in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. Any shares of PCMC Common Stock subsequently issued upon conversion of such PCMC Preferred Stock will likewise be unregistered upon issuance unless separately registered under the Securities Act.

At the Closing, PCMC will also issue to Specialty 3,750,000 shares of Series B-1 Convertible Preferred Stock pursuant to the Specialty Note Cancellation and Release Agreement in full satisfaction, cancellation and discharge of both the Specialty Note owed by PCMC and the Physicians Note owed by Physicians, together with the related rights specified therein. Such shares are separate from, and are not included in, the Exchange Shares.

Immediately following the Closing, after giving effect to the Business Combination and the other transactions reflected in the Closing Capitalization Schedule and on a fully diluted, as-converted basis, the Physicians Stockholders are expected to hold approximately 80.0% of the outstanding PCMC Common Stock, Specialty is expected to hold approximately 6.1% and PCMC’s pre-Closing stockholders are expected to hold approximately 13.9%.

The aggregate number of Exchange Shares is fixed. The issuance of Physicians common stock to Employee Stockholders under the Physicians Capital Management Corporation 2026 Restricted Stock Plan, and any conversion of Physicians SAFEs or other convertible instruments prior to the Closing, will affect only the allocation of the Exchange Shares among the Physicians Stockholders and will not increase the aggregate Exchange Shares or alter the approximately 80.0% aggregate fully diluted ownership percentage represented by the Exchange Shares.

The Share Exchange Agreement contains representations and warranties of PCMC, Physicians, Ivie and, to the extent applicable, the Employee Stockholders; covenants relating to the conduct of the parties prior to the Closing; conditions to the parties’ respective obligations to consummate the Business Combination; indemnification provisions; and termination provisions, in each case as more fully described below.

The Share Exchange Agreement, as originally executed, also contemplated the execution of a Voting Agreement and a Lock-Up Agreement and included the execution and delivery of such agreements among the conditions to the obligations of Physicians and Ivie to consummate the Closing. Physicians and Ivie have waived those requirements, and PCMC, Physicians and Ivie have amended the terms of the PCMC Preferred Stock to be issued in the Business Combination, in each case pursuant to Amendment No. 1 and Waiver to Share Exchange Agreement, dated as of October 1, 2026 (the “Amendment”). Accordingly, no Voting Agreement or Lock-Up Agreement will be entered into in connection with the Business Combination, and the execution and delivery of such agreements will not be conditions to the Closing. A copy of the Amendment is filed as Exhibit 2.2 to the Registration Statement of which this Information Statement/Prospectus forms a part.

The representations and warranties contained in the Share Exchange Agreement were made only for purposes of that agreement and as of specified dates, were solely for the benefit of the parties to the Share Exchange Agreement and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosure schedules provided in connection with the execution of the Share Exchange Agreement. Such representations and warranties may have been made for purposes of allocating contractual risk among the parties rather than establishing matters as facts and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, investors should not rely on the representations and warranties or any descriptions thereof as characterizations of the actual state of facts or condition of PCMC, Physicians or any other person.

The foregoing description of the Share Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Exchange Agreement, which is filed as Exhibit 2.1 to the Registration Statement of which this Information Statement/Prospectus forms a part, and the Amendment, which is filed as Exhibit 2.2 thereto.

Reasons for the Business Combination

In evaluating the Business Combination and determining to approve the Share Exchange Agreement and the transactions contemplated thereby, the PCMC Board considered a number of factors that it believed supported its decision, including the following:

The PCMC Board also considered a number of potentially negative factors and risks associated with the Business Combination, including, among others:

After considering these and other factors, the PCMC Board determined that, on balance, the potential benefits of the Business Combination outweighed the risks considered by the PCMC Board and approved the Share Exchange Agreement and the transactions contemplated thereby.

The foregoing discussion of the factors considered by the PCMC Board is not intended to be exhaustive. In view of the variety of factors considered in connection with its evaluation of the Business Combination, the PCMC Board did not consider it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination. Individual directors may have given different weights to different factors.

See “Risk Factors” for a discussion of certain risks relating to the Business Combination and the combined company.

Description of the Transaction Structure

The Business Combination will be effected pursuant to the Share Exchange Agreement as a contractual exchange of all of the outstanding capital stock of Physicians for securities of PCMC. Upon completion of the Business Combination:

Following the Closing, the Physicians Stockholders are expected to hold approximately 80.0% of PCMC Common Stock on a fully diluted, as-converted basis, Specialty is expected to hold approximately 6.1% and PCMC’s pre-Closing stockholders are expected to hold approximately 13.9%, in each case based on the assumptions reflected in the Closing Capitalization Schedule.

For purposes of the Share Exchange Agreement and the Closing Capitalization Schedule, the Series A Voting Preferred Stock, Series B-1 Convertible Preferred Stock and Series B-2 Convertible Preferred Stock included in the Exchange Shares are treated as outstanding on a fully diluted, as-converted basis in calculating the approximately 80.0% ownership percentage represented by the Exchange Shares.

The parties intend that the Business Combination constitute a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and have adopted the Share Exchange Agreement as a plan of reorganization for U.S. federal income tax purposes. However, the Share Exchange Agreement expressly provides that no party makes any representation or warranty that the Business Combination will qualify as a reorganization under Section 368 of the Code, and no assurance can be given as to such treatment. See “Material U.S. Federal Income Tax Considerations” beginning on page 44.

Board Composition and Control Following the Business Combination

The Share Exchange Agreement provides that, effective as of the Closing, Quynh Hoa T. Tran, PCMC’s current sole director, will appoint Ivie and such additional individuals as may be designated in writing by Ivie (collectively with Ivie, the “Ivie Designees”) to fill the authorized seats on the PCMC Board. PCMC is also required, as a condition to the obligations of Physicians and Ivie to consummate the Business Combination, to deliver evidence reasonably satisfactory to Physicians and Ivie that the Ivie Designees have been duly appointed to the PCMC Board, that the officers designated by Ivie have been duly appointed as officers of PCMC and that each incumbent officer or director who will not continue in such capacity following the Closing has delivered a resignation effective as of the Closing.

Because the contemplated change in the composition of the PCMC Board may result in a change in a majority of the directors of PCMC other than at a meeting of stockholders, the Share Exchange Agreement requires, to the extent applicable under Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, that an information statement containing the disclosures required by Rule 14f-1 be mailed to PCMC stockholders at least ten days prior to the date on which the contemplated change in the composition of the PCMC Board becomes effective. This Information Statement/Prospectus includes the information required by Section 14(f) and Rule 14f-1. PCMC stockholders are not being asked to vote on the contemplated change in the composition of the PCMC Board.

Following the Closing, Ivie is expected to beneficially own securities representing a majority of the voting power of PCMC’s outstanding capital stock, including as a result of the voting rights of the Series A Voting Preferred Stock to be issued to him in the Business Combination. Accordingly, subject to applicable law and PCMC’s organizational documents, Ivie is expected to have the ability to control the election of directors and other matters submitted to PCMC stockholders for approval.

The Share Exchange Agreement, as originally executed, contemplated a separate Voting Agreement addressing certain governance rights, board designation rights and related post-Closing matters. Pursuant to the Amendment , Physicians and Ivie waived the requirement that the Voting Agreement be executed and delivered, and no Voting Agreement will be entered into in connection with the Business Combination. Ivie’s anticipated control of PCMC following the Closing will instead arise from his beneficial ownership and voting power with respect to PCMC capital stock, including the Series A Voting Preferred Stock, and not from a separate voting agreement among securityholders.

Restrictions on Resale

The Share Exchange Agreement, as originally executed, contemplated a Lock-Up Agreement applicable to Ivie, the Employee Stockholders and certain other PCMC securityholders. Pursuant to the Amendment, Physicians and Ivie waived the requirement that the Lock-Up Agreement be executed and delivered. Accordingly, no contractual lock-up agreement will be entered into in connection with the Business Combination.

The absence of a contractual lock-up does not eliminate restrictions on resale imposed by applicable federal and state securities laws. A holder’s ability to resell PCMC securities following the Closing will depend on, among other things, whether the securities are registered under the Securities Act, whether the holder is an affiliate of PCMC or the combined company at the time of resale, whether the securities are restricted securities, whether Rule 144 is available, and whether another exemption from registration is available.

The shares of PCMC Common Stock included in the Exchange Shares are being registered pursuant to the Registration Statement of which this Information Statement/Prospectus forms a part. The shares of PCMC Preferred Stock to be issued to Ivie, and any shares of PCMC Common Stock issued upon conversion thereof, will be unregistered securities and may not be resold absent registration or an available exemption from registration.

In addition, because PCMC was previously a shell company and, following the Closing, will be a former shell company, Rule 144 under the Securities Act will not be available for the resale of securities of PCMC unless and until the conditions specified in Rule 144(i) are satisfied. Those conditions include that PCMC has ceased to be a shell company, is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, has filed all reports and other materials required to be filed under Section 13 or Section 15(d), as applicable, during the preceding 12 months, or for such shorter period that PCMC was required to file such reports and materials, other than Form 8-K reports, and at least one year has elapsed since PCMC filed current “Form 10 information” with the SEC reflecting its status as an entity that is no longer a shell company.

Sales of PCMC Common Stock following the Closing, including sales by PCMC’s pre-Closing stockholders and, when legally permissible, the former Physicians stockholders, could adversely affect the market price of PCMC Common Stock. See “Securities Act Restrictions on Resale of PCMC Common Stock” and “Risk Factors—Liquidity and Market Risks.”

Related-Party Interests and Conflicts

In considering the Business Combination, PCMC stockholders should be aware that certain directors, officers, stockholders, advisors and other related parties of PCMC and Physicians have interests in the Business Combination that may differ from, or be in addition to, the interests of PCMC’s unaffiliated stockholders generally.

These interests include the following:

These relationships and interests may create actual or potential conflicts of interest in connection with the Business Combination. For additional information, see “Certain Relationships and Related Person Transactions” beginning on page 70.

Approval of the Business Combination by the PCMC Board

On June 30, 2026, the PCMC Board met to consider the proposed Business Combination and the definitive Share Exchange Agreement. After considering the matters described under “Reasons for the Business Combination” and consulting with its legal and other advisors, the PCMC Board unanimously:

The PCMC Board did not obtain a fairness opinion from an independent financial advisor or an independent third-party valuation of Physicians, the Property, the Lease or the consideration to be issued in the Business Combination. The PCMC Board’s determination was based on the information available to it and the factors it considered in connection with its evaluation of the Business Combination, including the factors described above under “Reasons for the Business Combination.”

Accordingly, PCMC stockholders should not interpret the PCMC Board’s approval of the Business Combination as being based upon an independent determination of the financial fairness of the consideration to be issued. See “Risk Factors—PCMC has not obtained a fairness opinion or independent valuation in connection with the Business Combination.”

Regulatory Matters

The parties are not aware of any material governmental consent or approval that is required as a condition to consummation of the Business Combination, other than the effectiveness under the Securities Act of the Registration Statement of which this Information Statement/Prospectus forms a part and such filings or notifications as may be required in connection with related corporate actions.

The SEC has not approved or disapproved the securities to be issued in connection with the Business Combination or passed upon the adequacy or accuracy of this Information Statement/Prospectus. Any representation to the contrary is a criminal offense.

The effectiveness of the Registration Statement of which this Information Statement/Prospectus forms a part is a condition to the consummation of the Business Combination under the Share Exchange Agreement.

Hart-Scott-Rodino Act

Based on the transaction value and the parties’ analysis of the applicable thresholds and requirements, the parties have determined that the Business Combination does not require a premerger notification filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the rules promulgated thereunder.

Indiana Regulatory Matters

The Business Combination will occur at the ownership level of Physicians and will not itself result in a transfer of title to the Property or an assignment of the Lease. The Property and Lease will continue to be held by PC Indiana Carmel LLC, a wholly owned subsidiary of Physicians, following the Closing.

Based on the structure of the Business Combination, the parties do not believe that any material Indiana healthcare regulatory consent, approval or notification is required as a condition to consummation of the Business Combination.

FINRA and OTCID Market

PCMC Common Stock is currently quoted on the OTC Markets Group Inc. OTCID market under the symbol “PCMC.”

The Business Combination, and certain company-related actions that may be effected in connection with or following the Business Combination, including any change in PCMC’s corporate name, trading symbol, CUSIP number, outstanding share capitalization or other action within the scope of FINRA Rule 6490, may require PCMC to submit a Company-Related Action Notification and supporting documentation to FINRA. Certain company-related actions effected in connection with or following the Business Combination, including any change in PCMC’s corporate name, trading symbol or other action within the scope of FINRA Rule 6490, may require the submission of a Company-Related Action Notification to FINRA. FINRA’s processing of any such corporate action is separate from the consummation of the Business Combination, and the Business Combination is not conditioned upon FINRA’s processing of any such corporate action.

PCMC does not expect OTC Markets Group Inc. to separately approve the Business Combination. PCMC will, however, remain subject to applicable SEC reporting requirements and applicable OTC Markets requirements and applicable OTC rules and policies following the Closing.

Following consummation of the Business Combination, PCMC expects to file a Current Report on Form 8-K containing the information required by Item 2.01(f) of Form 8-K regarding PCMC’s status as an entity that has ceased to be a shell company. See “Shell Company Status and Post-Closing SEC Filing Requirements.”

The SEC may issue comments on, or request additional information in connection with, the Registration Statement of which this Information Statement/Prospectus forms a part. Any such review may require PCMC to amend the Registration Statement or provide supplemental information and could delay the effectiveness of the Registration Statement and, consequently, the consummation of the Business Combination.

Stockholder Approval

Physicians Stockholders

The Business Combination is structured as a contractual acquisition by PCMC of all of the outstanding shares of Physicians from the holders thereof pursuant to the Share Exchange Agreement and is not being effected as a statutory merger or statutory share exchange.

Ivie and each Employee Stockholder, collectively representing 100% of the issued and outstanding capital stock of Physicians immediately prior to the Closing, are or will become parties to the Share Exchange Agreement and have agreed, in their capacities as stockholders, to transfer all of their Physicians Shares to PCMC at the Closing, subject to the terms and conditions of the Share Exchange Agreement.

Accordingly, no separate meeting of Physicians stockholders or solicitation of proxies from Physicians stockholders is being conducted in connection with the Business Combination.

PCMC Stockholders

No vote of PCMC stockholders is required or is being solicited to approve the Business Combination.

PCMC’s Articles of Incorporation authorize PCMC to issue up to 500,000,000 shares of PCMC Common Stock and 50,000,000 shares of PCMC Preferred Stock. As of the date of the Share Exchange Agreement, 34,276,816 shares of PCMC Common Stock and no shares of PCMC Preferred Stock were issued and outstanding.

Subject to applicable Nevada law and PCMC’s Articles of Incorporation, the PCMC Board has authority to issue shares of PCMC Common Stock from PCMC’s authorized but unissued shares and to establish one or more series of PCMC Preferred Stock and determine the rights, preferences and limitations thereof. The PCMC Board has approved the designation and issuance of the Series A Voting Preferred Stock, Series B-1 Convertible Preferred Stock and Series B-2 Convertible Preferred Stock and the issuance of the securities contemplated by the Share Exchange Agreement and the Specialty Note Cancellation and Release Agreement.

Based on the structure of the Business Combination, applicable provisions of the Nevada Revised Statutes and PCMC’s organizational documents, PCMC has determined that no vote of its stockholders is required to authorize the Business Combination or the issuance of the securities contemplated thereby.

Dissenters’ and Appraisal Rights

Physicians Stockholders

The Business Combination is being effected as a contractual transfer by each Physicians Stockholder of such stockholder’s Physicians Shares pursuant to the Share Exchange Agreement and not pursuant to a statutory merger, consolidation or statutory share exchange.

Because each holder of Physicians common stock has voluntarily agreed, or will agree by joinder, to transfer such holder’s shares pursuant to the Share Exchange Agreement, Physicians stockholders will not have statutory dissenters’ or appraisal rights in connection with the Business Combination.

PCMC Stockholders

No vote of PCMC stockholders is being solicited in connection with the Business Combination, and PCMC is not a constituent entity in a statutory merger or statutory share exchange under Chapter 92A of the Nevada Revised Statutes.

Accordingly, PCMC stockholders will not have statutory dissenters’ or appraisal rights under NRS Sections 92A.300 through 92A.500 in connection with the Business Combination.

Conditions to Completion of the Business Combination

The respective obligations of the parties to consummate the Business Combination are subject to the satisfaction or, to the extent permitted by the Share Exchange Agreement and applicable law, waiver of a number of conditions.

The conditions to PCMC’s obligation to consummate the Business Combination include, among others:

The conditions to the obligations of Physicians and Ivie to consummate the Business Combination include, among others:

The Share Exchange Agreement, as originally executed, also required the execution and delivery of the Voting Agreement and Lock-Up Agreement as conditions to the obligations of Physicians and Ivie to consummate the Closing. Pursuant to the Amendment, Physicians and Ivie have waived those conditions, and neither the Voting Agreement nor the Lock-Up Agreement will be entered into in connection with the Business Combination.

The foregoing description does not purport to be a complete statement of the conditions to the Closing and is qualified in its entirety by reference to the Share Exchange Agreement, after giving effect to the Amendment.

Termination of the Share Exchange Agreement

The Share Exchange Agreement may be terminated at any time prior to the Closing:

Upon a valid termination of the Share Exchange Agreement, the agreement generally will become void and of no further force or effect, subject to specified surviving provisions and except that termination will not relieve any party from liability for fraud, intentional misrepresentation, willful misconduct or any breach of the Share Exchange Agreement occurring prior to termination.

The foregoing description of the termination provisions does not purport to be complete and is qualified in its entirety by reference to the Share Exchange Agreement, after giving effect to the Amendment.

Expenses and Fees

The total estimated transaction costs associated with the Business Combination are approximately $240,000, consisting of: (i) legal fees: $200,000; (ii) accounting fees: $30,000; (iii) SEC filing fees: $1.00; (iv) other costs: $9,999. Except as otherwise expressly provided in the Share Exchange Agreement, each party will bear its own costs and expenses incurred in connection with the preparation, execution, and performance of the Share Exchange Agreement and the Business Combination, including fees and expenses of agents, representatives, counsel, and accountants. In the event the Share Exchange Agreement is terminated, each party's obligation to bear its own expenses remains subject to any rights such party may have arising from a breach of the Share Exchange Agreement by another party.

RISK FACTORS

An investment in PCMC's common stock involves a high degree of risk. You should carefully consider the risk factors described below, as well as all of the other information contained in this Information Statement/Prospectus, including the financial statements and related notes, before making an investment decision. If any of the following risks actually occur, our business, financial condition, results of operations, and prospects could be materially and adversely affected. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

SHELL COMPANY RISKS

PCMC is a shell company with no operations or revenues and a limited operating history.

PCMC was incorporated in Nevada and currently operates as a shell company with no operations, no revenues, and no material assets. For the nine months ended June 30, 2026, Physicians incurred a net loss of $1,091,665, and as of June 30, 2026, Physicians' accumulated deficit was $1,276,282; there can be no assurance that the combined company will achieve or sustain profitability in future periods. PCMC has no established current operating history, no customer relationships, no proprietary technology or intellectual property, and no employees. As a result, there is no historical financial information that would provide a basis for evaluating the performance of the combined company. Following the Business Combination, the combined company's performance will be entirely dependent on the operations of Physicians and initially on the revenue generated by the Property. There can be no assurance that the combined company will be profitable or that it will generate sufficient cash flow to service its debt obligations, fund its operating expenses, or meet any other financial obligations. The absence of an operating history at PCMC makes evaluation of the Business Combination and investment in the combined company's common stock especially speculative and risky. Investors should be prepared for the possibility that the combined company will not achieve its business objectives, and that they may lose all or a substantial portion of their investment.

The report of PCMC’s independent registered public accounting firm contains an explanatory paragraph expressing substantial doubt about PCMC’s ability to continue as a going concern, and Physicians has limited liquidity.

PCMC has no operations or revenues and limited assets, and Physicians has limited liquidity: as of June 30, 2026, Physicians had a working capital deficit of $913,058 and a total stockholders’ deficit of $1,266,282. The combined company’s ability to continue operating depends on its capacity to secure additional equity capital, roll over existing short-term note obligations, utilize the related-party credit facility from its Chief Executive Officer, or successfully complete the Business Combination. Each company has incurred and expects to continue to incur significant costs in connection with its financing and acquisition plans, including the Business Combination. Each of PCMC and Physicians may incur short-term indebtedness or obtain advances to fund expenses and other costs associated to complete the Business Combination. If the Business Combination is consummated, such indebtedness or advances may be repaid from available cash or other funds of the combined company. If PCMC or Physicians is unable to raise additional capital, complete the Business Combination, refinance or service debt, or generate sufficient rental income from the Property, the combined company may be unable to continue as a going concern. A going-concern explanatory paragraph may adversely affect investor confidence, limit access to capital, increase borrowing costs, reduce liquidity in the combined company’s common stock, and impair the combined company’s ability to continue operations. The financial statements included elsewhere in this Information Statement/Prospectus do not include adjustments that might result if PCMC, Physicians, or the combined company were unable to continue as a going concern.

We have identified material weaknesses in our internal control over financial reporting. If our remediation of the material weaknesses are not effective, or if we experience additional material weaknesses or significant deficiencies in the future or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our Common Stock.

Physicians has been a private company with limited accounting personnel to adequately execute our accounting processes and other supervisory resources with which to address our internal control over financial reporting and, as a result, we may experience difficulty in meeting these reporting requirements in a timely manner. To date, we have never conducted a review of our internal control for the purpose of providing the reports required by the Sarbanes-Oxley Act. During our review and testing, we may identify deficiencies and be unable to remediate them before we must provide the required reports.

In connection with the preparation of the Company’s 2025 financial statements, we and our independent auditors identified a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

These material weaknesses related to the following:

The Company does not have written documentation of their internal control system in accordance with the requirements of the Committee on Sponsoring Organizations (“COSO”) or some similarly appropriate internal control methodology.

During 2026, the Company commenced remediation efforts to address the identified material weaknesses, including engaging third-party professionals with whom to consult regarding complex accounting applications.

However, we cannot assure you that these measures will significantly improve or remediate the material weaknesses described above. As of the date of this Registration Statement, the material weaknesses have not been remediated.

We may discover additional weaknesses in our system of internal financial and accounting controls and procedures that could result in a material misstatement of our financial statements. Our internal control over financial reporting will not prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.

Risks related to the Business Combination and shell company transactions generally.

The Business Combination is structured as a share exchange involving a public shell company. Transactions involving public shell companies are subject to heightened SEC scrutiny, including with respect to the adequacy of disclosures, the financial statements of the operating company, internal control matters, related-party transactions, and the combined company's status as a non-shell operating company following the Closing. Any SEC comments, requests for additional information, or delays in declaring the Registration Statement effective could increase transaction costs, require amendments to the transaction documents or disclosure, delay the Closing, or prevent the Business Combination from being completed. Following the Closing, any failure to comply with applicable reporting, internal control, governance, or current-information requirements could result in regulatory action, reduced liquidity, impaired access to capital, or a decline in the trading price of the combined company's common stock.

The Business Combination may be deemed to involve a sale of securities to PCMC shareholders under Rule 145a, which could increase regulatory requirements, liability exposure, costs, and delay.

Because PCMC is a reporting shell company, Rule 145a under the Securities Act applies to the Business Combination. Rule 145a provides that a direct or indirect business combination of a reporting shell company, other than a business-combination-related shell company, involving another entity that is not a shell company is deemed to involve an offer and sale of securities to the reporting shell company's shareholders. Accordingly, the deemed sale must be registered under the Securities Act unless an exemption is available. PCMC is registering the deemed sale on this Form S-4.

Compliance requires additional disclosure, financial statements, diligence, review, and registration procedures and which will increase costs of the Business Combination and could delay its consummation. Because PCMC does not consider the Business Combination to be a “de-SPAC transaction” as defined in Item 1601 of Regulation S-K, Physicians has not been designated as a co-registrant on this Form S-4, and its directors and executive officers are not required to sign the Registration Statement solely by reason of Rule 145a.

Our shares may be subject to trading restrictions applicable to shell company securities.

Under Rule 144 of the Securities Act, the resale of securities issued by a current or former shell company may be subject to additional restrictions. Rule 144 generally is not available for the resale of securities initially issued by a company that is or previously was a shell company unless the company (i) has ceased to be a shell company; (ii) is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; (iii) has filed all reports and other materials required to be filed under Section 13 or 15(d), as applicable, during the preceding 12 months, other than Form 8-K reports; and (iv) has filed current Form 10 information reflecting its status as an entity that is no longer a shell company at least one year before the proposed resale. In addition, affiliates of PCMC or Physicians and certain other persons who receive securities in the Business Combination may be subject to the resale limitations of Rule 145. In a transaction involving a shell company, Rule 145 may deem a person who publicly offers or sells securities received in the transaction to be engaged in a distribution and therefore to be an underwriter. Accordingly, to the extent applicable, the resale by any recipient of securities issued in the transaction shall be subject to Rule 145(d) under the Securities Act and the applicable conditions of Rule 144, including current-public-information, holding-period, volume, manner-of-sale and notice requirements. Such persons may be unable to resell those securities unless the resale is registered or satisfies the applicable conditions of Rule 145 and Rule 144. These restrictions may reduce the liquidity of the combined company's securities and require affected shareholders to hold their securities for an extended period.

As a former shell company, the combined company may be ineligible to use certain Securities Act forms and exemptions, which could limit capital-raising flexibility and shareholder liquidity.

Following the Business Combination, the combined company will be a former shell company and will be subject to limitations under the federal securities laws that do not apply to many operating public companies. These limitations may include delayed eligibility to use Form S-3 and Form S-8, limitations on reliance on Rule 144 for resales of restricted securities, and ineligibility for specified periods to qualify as a well-known seasoned issuer or use free writing prospectuses . These restrictions could impair the combined company's ability to raise capital efficiently, register securities for employee benefit plans, or facilitate resales by shareholders, and any resulting delay in accessing capital could materially adversely affect its financial condition and operations.

We may be subject to SEC scrutiny as a former shell company.

Companies that have emerged from shell company status through business combination transactions are subject to heightened scrutiny by the SEC and other regulatory authorities. SEC review of the Registration Statement may focus on, among other matters, the application of Rule 145a to the Business Combination, PCMC's shell-company status and the combined company's post-closing non-shell status, the sufficiency of Physicians' financial statements and pro forma financial information, the basis for any projections or other forward-looking information, related-party transactions and conflicts of interest, and restrictions on resales of securities issued in the Business Combination. The combined company also will be required to file current Form 10 information reflecting its status as a non-shell company and will be subject to ongoing reporting requirements. Any SEC comment, request for additional information, inquiry, or enforcement action could delay or prevent the effectiveness of the Registration Statement or the Closing, increase costs and demands on management, or adversely affect the market price and liquidity of PCMC's common stock.

Our obligation to file the Super 8-K within four business days of the Closing imposes significant post-closing compliance obligations, and any failure to file timely or accurately could adversely affect PCMC’s shareholders.

Because PCMC is a reporting shell company, it will be required to file a Current Report on Form 8-K pursuant to Item 2.01 of Form 8-K within four business days of the Closing. The Super 8-K must contain Form 10-level disclosure, which is substantially more extensive than a standard Form 8-K filing. If PCMC is unable to compile and file the required financial statements, pro forma information, business descriptions, and other required content within four business days of the Closing, PCMC will not be in compliance with its Exchange Act reporting obligations. A late or deficient Super 8-K filing could result in SEC enforcement action, delayed commencement of the one-year Rule 144 waiting period applicable to Ivie and the Employee Stockholders, and reduced investor confidence and market liquidity for PCMC’s common stock. See “Shell Company Status and Post-Closing SEC Filing Requirements” beginning on page 14.

Certain directors, officers, principal shareholders, and related parties may have interests in the Business Combination that differ from those of PCMC's public shareholders.

Certain directors, officers, principal shareholders, and related parties of PCMC and Physicians may have interests in the Business Combination that differ from, or are in addition to, the interests of PCMC's public shareholders. These interests may include continued service as directors or officers of the combined company, significant post-closing voting control, repayment or restructuring of related-party loans, conversion or settlement of SAFEs or other obligations, indemnification rights, and preservation or enhancement of equity value through consummation of the Business Combination. These interests may influence such persons in evaluating, negotiating, approving, or recommending the Business Combination. In addition, the concentrated voting power expected to be held by Physicians' principal shareholder following the Closing may limit the ability of public shareholders to influence management, strategic direction, related-party transactions, financing decisions, or other significant corporate matters.

Both PCMC's and Physicians’ due diligence may not reveal all material risks relating to the businesses, the Property, the Tenant, or the Business Combination, and shareholders may have limited post-closing recourse.

PCMC has conducted due diligence regarding Physicians, the Property, the Tenant, the lease, outstanding debt, related-party arrangements, and other matters relevant to the Business Combination, and Physicians has conducted due diligence regarding PCMC. That diligence may not reveal all material risks, liabilities, contingencies, or operational issues, including matters relating to the Tenant's financial condition, lease performance, the environmental condition of the Property, zoning and healthcare regulatory compliance, related-party loans, litigation risk and debt obligations. If material issues arise after the Closing with respect to either party, the combined company may incur remediation costs, legal expenses, write-downs, impairment charges, or other losses. To the extent the transaction documents do not provide for survival of representations and warranties, indemnification, escrow, purchase-price adjustment, or other post-closing remedies, both PCMC shareholders and former Physicians shareholders may have limited or no contractual recourse if representations concerning either party prove inaccurate after the Closing.

The Business Combination may be subject to enhanced financial statement requirements applicable to shell-company transactions, which may increase costs and cause delay.

Because the Business Combination involves a reporting shell company, the Registration Statement may be subject to financial statement requirements intended to more closely align shell-company business combinations with traditional initial public offerings. Compliance may require additional audited or interim financial statements, pro forma financial information, auditor review, and related disclosure. If Physicians or PCMC cannot provide required financial statements or related information on a timely basis, effectiveness of the Registration Statement and completion of the Business Combination may be delayed, and the parties may incur additional accounting, legal, audit, and filing expenses.

The Business Combination may not be completed, and failure to complete it could materially adversely affect PCMC and Physicians.

The consummation of the Business Combination is subject to a number of conditions, including the effectiveness of the Registration Statement, required approvals and consents, the accuracy of representations and warranties, compliance with covenants, and other closing conditions. There can be no assurance that these conditions will be satisfied or waived on the expected timeline or at all. SEC comments, delays in obtaining required financial statements or pro forma financial information, financing issues, shareholder litigation, or other developments could delay or prevent the Closing. If the Business Combination is not completed, PCMC and Physicians will have incurred substantial transaction expenses without realizing the anticipated benefits of the transaction. PCMC will remain a shell company with no operations or revenues, and Physicians may need to seek alternative financing or strategic transactions on less favorable terms.

We have incurred and will incur substantial transaction expenses, whether or not the Business Combination is completed.

PCMC and Physicians have incurred, and expect to continue to incur, significant legal, accounting, audit, SEC filing, printing, mailing, consulting, and other expenses in connection with the Business Combination. These expenses may be payable regardless of whether the Business Combination is completed. If the Business Combination is delayed or not completed, PCMC and Physicians may bear substantial costs without obtaining the anticipated benefits of the transaction. Because PCMC has no operations or revenues and Physicians has limited liquidity, these expenses could materially reduce available cash, impair their ability to fund working capital needs, and increase the need for additional financing on dilutive or otherwise unfavorable terms.

PCMC shareholders do not have redemption rights or other contractual liquidity rights in connection with the Business Combination.

Unlike investors in many special purpose acquisition company business combinations, PCMC shareholders do not have contractual rights to require PCMC to repurchase their shares for cash in connection with the Business Combination. Shareholders who do not support the Business Combination may therefore be required to continue holding shares of the combined company or attempt to sell their shares in the public market. Because there is no established active public market for PCMC common stock and the shares may trade only through over-the-counter mechanisms, shareholders may be unable to sell their shares at a favorable price or at all.

PCMC has not obtained a fairness opinion or independent valuation in connection with the Business Combination.

PCMC has not obtained a fairness opinion from an independent financial advisor or an independent third-party valuation of Physicians, the Property, the Tenant lease, or the consideration to be issued in the Business Combination. PCMC shareholders therefore do not have the benefit of an independent opinion that the terms of the Business Combination are fair, from a financial point of view, to PCMC or its unaffiliated shareholders. The absence of a fairness opinion or independent valuation may increase the risk that shareholders may have a disagreement with the Board's determination to approve the Business Combination, particularly given the combined company's concentrated ownership structure, related-party arrangements, high leverage, and dependence on a single Property and single Tenant.

The Tenant's lease obligations are not guaranteed by a creditworthy parent, health system, or affiliate, and our recourse is limited to the Tenant.

The legal obligor under the lease is Intuitive Health of Hamilton County, LLC, which is not a public reporting company and does not provide publicly available audited financial statements, credit ratings, or other independent measures of creditworthiness. The Tenant's lease obligations are not guaranteed by a creditworthy parent, health system, or affiliate. As a result, the combined company's recourse for non-payment, default, or other lease breaches is limited to the Tenant and any collateral or remedies available under the lease. Physicians has also noted certain tenant covenant issues with respect to the Tenant, as described under “Physicians Management’s Discussion and Analysis of Financial Condition and Results of Operations—Tenant Credit Discussion” beginning on page 64. If the Tenant experiences financial distress or becomes insolvent, the absence of a creditworthy guarantor could materially impair the combined company's ability to recover unpaid rent, enforce lease obligations, or mitigate losses. Any such default could result in a cessation of revenue while debt service, maintenance, insurance, taxes, and other obligations continue to accrue.

MEDICAL REAL ESTATE RISKS

The medical real estate market is subject to significant regulatory and reimbursement risk affecting tenant demand.

The demand for medical office and emergency/urgent care facilities is significantly affected by the regulatory environment and healthcare reimbursement landscape. Changes in federal, state, or local healthcare regulations, Medicare and Medicaid reimbursement rates, insurance coverage requirements, or healthcare delivery models could adversely affect the Tenant's business and its ability to operate the Property as a medical facility. The expansion or contraction of reimbursement rates for emergency room or urgent care services could directly impact the Tenant's revenues, profitability, and financial stability. In addition, the entry of new competitors into the Carmel, Indiana market, changes in the local population or demographics, or shifts in how healthcare services are delivered (including through telehealth or other non-facility-based services) could reduce patient volumes at the Property and adversely affect the Tenant's financial condition. Any deterioration in the Tenant's financial condition resulting from regulatory or reimbursement changes could adversely affect the combined company's revenues and ability to service its debt.

Changes in healthcare law, including the Affordable Care Act, could adversely affect the Tenant's operations and ability to pay rent.

The Affordable Care Act (the "ACA") and related federal, state, and local healthcare laws and regulations have significantly altered the healthcare industry and the economics of healthcare service delivery. Ongoing legislative and judicial efforts to repeal, modify, or replace the ACA or other major healthcare legislation could result in substantial changes to insurance coverage, reimbursement rates, and regulatory requirements applicable to the Tenant's operations. Any reduction in the number of insured patients, changes in reimbursement rates for emergency or urgent care services, or new regulatory requirements affecting the Tenant's operations could adversely affect the Tenant's revenues and its ability to meet its lease obligations. Furthermore, the healthcare industry is subject to significant and frequent regulatory changes at the federal and state levels, and the combined company will not be able to predict the nature or timing of any future regulatory changes or their impact on the Tenant. Any material adverse change in the Tenant's operations or financial condition resulting from healthcare regulatory changes could materially harm the combined company's financial results.

TRIPLE-NET LEASE RISKS

Triple-net leases transfer operating expense risk to tenants, but if the Tenant fails to pay, we bear those costs.

The Property is leased under a triple-net (NNN) lease structure under which the Tenant is generally responsible for paying real estate taxes, property insurance premiums, and maintenance, repair, and replacement costs in addition to the base rent. While this structure is intended to minimize the combined company's exposure to operating cost increases, it does not eliminate such exposure entirely. If the Tenant fails to pay its obligations under the lease-whether due to financial distress, insolvency, or dispute-the combined company will be required to pay these costs itself in order to protect the Property and comply with applicable law. Real estate taxes, insurance premiums, and maintenance costs at a medical facility of approximately 11,800 square feet in Carmel, Indiana can be substantial, and the combined company may not have sufficient liquidity to fund these costs if the Tenant fails to perform. Any failure by the Tenant to meet its lease obligations could therefore impose significant costs on the combined company in addition to the loss of rental income.

We may incur unanticipated capital expenditures or repair costs relating to the physical condition of the Property.

The Property will be the combined company's sole operating asset following the Business Combination. Even if the Tenant is responsible for certain maintenance, repair, and replacement obligations under the triple-net lease, the combined company may become responsible for costs if the Tenant fails to perform, disputes its obligations, becomes insolvent, or if structural, capital, or owner-reserved items are excluded from the Tenant's obligations. If material defects, deferred maintenance, roof, heating, ventilation and air conditioning, mechanical, electrical, plumbing, structural, accessibility, or life-safety issues are discovered after the Closing, the combined company may be required to incur significant capital expenditures. Because the combined company will be highly leveraged and will have limited liquidity, unanticipated capital expenditures could materially impair its ability to service debt, maintain the Property, or fund operations.

The Tenant may default under or vacate the Property, leaving the Property vacant.

The lease with Intuitive Health of Hamilton County, LLC does not contain any purchase option or right of first refusal in favor of the Tenant, and the Tenant’s termination rights are limited to specified casualty and condemnation events . Notwithstanding the foregoing, if the Tenant were to vacate the Property prior to the expiration of the lease term as a result of a default, insolvency, or other cause, the combined company could be left with a vacant Property and no source of rental income. The combined company may be unable to find a replacement tenant for the Property on acceptable terms within a reasonable time frame, particularly given the specialized medical use for which the Property is designed. Any period of vacancy would directly and materially reduce the combined company's revenues and cash flow and could result in the combined company being unable to service its debt obligations. In addition, even if the combined company is able to find a replacement tenant, the terms of any replacement lease may be less favorable than the existing lease, particularly in light of prevailing market conditions at the time of such replacement. Investors should be aware that the early termination of the lease, for any reason, would be highly detrimental to the combined company's financial condition.

SINGLE-TENANT CONCENTRATION RISKS

Our entire current revenue depends on a single Tenant; any adverse development with that Tenant has a disproportionate impact.

The combined company will have no revenue diversification. All of the combined company's rental income is generated by a single Tenant-Intuitive Health of Hamilton County, LLC-at a single Property. Unlike a diversified real estate portfolio in which the adverse performance or default of one tenant would be mitigated by the ongoing performance of other tenants, any adverse development with respect to the Tenant will directly and proportionately reduce the combined company's total revenues. This lack of diversification means that there is no financial cushion to absorb losses from Tenant non-performance. The combined company will therefore be uniquely vulnerable to events that adversely affect the Tenant's business, financial condition, or ability to operate the Property. Any such event-including loss of operating licenses, adverse regulatory action, malpractice liability, or financial insolvency-could result in the complete cessation of the combined company's revenues and a resulting inability to service its debt obligations, fund operations, or maintain the Property.

Tenant credit risk: Intuitive Health of Hamilton County, LLC is the operating obligor, and its financial condition is not publicly disclosed.

The legal obligor under the lease is Intuitive Health of Hamilton County, LLC, which operates the Riverview Health Emergency Room & Urgent Care - Carmel facility at the Property. Intuitive Health of Hamilton County, LLC is not a public reporting company and does not file financial statements or other disclosures with the SEC or any other public regulatory body. As a result, the combined company and its investors will not have access to audited financial statements, credit ratings, or other independent measures of the Tenant's financial strength and creditworthiness. Physicians has noted certain tenant covenant issues with respect to Intuitive Health of Hamilton County, LLC. The inability to independently assess the Tenant's financial condition creates significant uncertainty regarding the reliability of the Tenant's future lease performance. Investors should be prepared for the possibility that the Tenant may not be as financially stable as assumed, and that its financial condition may deteriorate without public notice or disclosure.

For a discussion of the risks associated with the Tenant’s financial condition and the noted covenant issues, see “Physicians Management’s Discussion and Analysis of Financial Condition and Results of Operations—Tenant Credit Discussion” beginning on page 64.

Loss of Tenant would result in total cessation of revenue.

If the Tenant vacates the Property for any reason-including lease expiration without renewal, early termination, default and eviction, business closure, or financial insolvency-the combined company will have no source of revenue. The Property is a purpose-built medical facility designed and configured for use as an emergency room and urgent care facility, which significantly limits the pool of potential replacement tenants. Repurposing the Property for alternative uses could require substantial capital expenditures for renovation and may be subject to zoning, permitting, and regulatory approvals. Any period without a paying tenant-whether short or prolonged-will result in a total cessation of the combined company's revenues while its debt service obligations, operating expenses, and maintenance costs continue to accrue. In such a scenario, the combined company may be forced to default on its debt obligations, sell the Property at a distressed price, or pursue other restructuring measures. There can be no assurance that the combined company would be able to identify and secure a replacement tenant on acceptable terms within a reasonable period of time.

ENVIRONMENTAL RISKS

Although a Phase I Environmental Site Assessment identified no recognized environmental conditions, the absence of a Phase II assessment and the strict-liability regime applicable to property owners could expose us to unknown environmental liabilities.

A Phase I Environmental Site Assessment of the Property, titled “Riverview Carmel Phase One Final” and dated July 18, 2025, was completed prior to Physicians' acquisition of the Property on October 28, 2025 and identified no evidence of recognized environmental conditions. A Phase I Environmental Site Assessment is a standard due diligence procedure used to identify the presence or likely presence of hazardous substances or petroleum products on a property based on a review of historical records, site reconnaissance, and regulatory database searches; it does not involve subsurface sampling or laboratory testing. No Phase II Environmental Site Assessment, which would involve such sampling and testing to confirm the presence or absence of contamination, has been conducted with respect to the Property. As a result, although the completed Phase I identified no recognized environmental conditions, there may be unknown environmental conditions, contamination, hazardous waste, underground storage tanks, or other environmental liabilities associated with the Property that have not been identified or quantified, and a Phase I assessment does not provide the same degree of assurance as a completed Phase II assessment.

Under applicable federal and state environmental laws, including the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), and Indiana state environmental statutes and regulations, the current owner or operator of real property may be held strictly liable for the cost of remediating hazardous substances or petroleum contamination on or emanating from the Property, regardless of when the contamination occurred or who caused it, and irrespective of the results of any Phase I assessment. If contamination is discovered, the cost of investigation, remediation, monitoring, and regulatory compliance could be substantial, and regulatory authorities have broad powers to require remediation, impose fines and penalties, and restrict the use, lease, sale, or redevelopment of the Property. In addition, because the Property is operated as a medical office, emergency room, and urgent care facility, the Tenant generates medical, pharmaceutical, and other regulated waste, and any non-compliance by the Tenant with applicable environmental or waste-handling requirements could expose the combined company to regulatory liability or enforcement action.

Additionally, in connection with the Academy Bank Loan, the borrower entered into a full-recourse Environmental Indemnity Agreement, ratified by Physicians Capital Management Corporation and Conrad B. Ivie as guarantors, that covers environmental losses relating to the Property, including contamination predating any foreclosure, and expressly survives repayment of the loan and foreclosure. Environmental liabilities, including any not identified in the Phase I assessment, could therefore result in claims beyond the value of the Property. See "—Regulatory, ADA, HIPAA, and Zoning Risks."

Because the Property is expected to be the combined company’s sole material asset and the combined company will be highly leveraged, any environmental liability, remediation obligation, or restriction on the use, lease, sale, or redevelopment of the Property could have a disproportionate and material adverse effect on the combined company's business, financial condition, and results of operations.

FINANCING AND LEVERAGE RISKS

As a combined company, we will be highly leveraged, with total acquisition debt of approximately $12.68 million against an acquisition price of $12.25 million.

The combined company will be highly leveraged. The total amount of debt and accrued obligations incurred in connection with the acquisition of the Property is approximately $12,683,000, which exceeds the total acquisition price of $12,250,000. This high level of leverage means that the combined company will have very limited financial flexibility and will be required to dedicate a substantial portion of its cash flow from operations to the payment of debt service, leaving little or no cash available for capital expenditures, working capital, distributions to shareholders, or other corporate purposes. The combined company's ability to service its debt obligations is entirely dependent on the Tenant's continued payment of rent under the lease. Any interruption in rental income-due to Tenant default, vacancy, or other cause-could result in the combined company being unable to meet its debt service obligations, which could trigger defaults under the Academy Bank Loan, the SAFEs or equity advance agreements, or the related-party loan agreements , and could ultimately result in the loss of the Property through foreclosure.

The Academy Bank Loan at 6.25% fixed rate may expose us to refinancing risk at maturity.

The Academy Bank Loan in the amount of $8,210,000 bears interest at a fixed rate of 6.25% per annum and is amortized over 25 years, with a balloon payment of the then-outstanding principal balance due at maturity on October 1, 2030. The combined company will need to refinance this obligation from available cash flow, proceeds from the issuance of new debt or equity, or the sale of the Property. There can be no assurance that the combined company will be able to refinance the Academy Bank Loan on acceptable terms at maturity, particularly if interest rates have risen, the Property's value has declined, the credit markets are less favorable, or the Tenant's financial condition has deteriorated. A failure to refinance the Academy Bank Loan at maturity could result in a default under that loan agreement and could trigger cross-default provisions under the combined company's other debt instruments, resulting in the acceleration of all outstanding debt and potential foreclosure on the Property.

We are dependent on the Ivie Line of Credit, from our Chief Executive Officer, and any termination or inability to draw on this facility would severely impair our liquidity.

To date, a significant portion of our corporate infrastructure and property acquisition financing has been funded via the Ivie Line of Credit, a line of credit with Ivie Health Consultants, an entity controlled by Physicians’ Chief Executive Officer, Ivie. As of June 30, 2026, the outstanding principal under this line of credit was $1,523,028. If our CEO or his controlled entity becomes unable or unwilling to continue advancing funds under this facility prior to its maturity on December 31, 2028, or if they demand rapid repayment of related-party obligations, our cash position and development activities could be materially harmed.

SAFEs may convert at unfavorable terms and dilute existing shareholders.

Physicians has issued SAFEs in the aggregate principal amount of $2,697,000, which are required to be converted, cancelled, or otherwise settled in accordance with the Closing Capitalization Schedule at or prior to the Closing pursuant to the Share Exchange Agreement. The Physicians SAFEs do not include a valuation cap and generally provide for conversion at a discount to the price of the equity securities issued in the applicable transaction, currently expected to be a discount of 30% for investors that committed prior to September 1, 2025 and 15% for investors that committed on or after September 1, 2025; the number of shares ultimately issued to those SAFE holders within the Physicians allocation will depend on the final conversion terms and transaction pricing, which have not yet been determined.

Separately, PCMC has entered into Advance Agreements under which contributors made capital contributions of $475,000. The Advance Agreements document capital contributions that do not accrue interest and do not create any debt, liability, or repayment obligation of PCMC. Prior to the Closing, Repository Services LLC will transfer and surrender to the holders of the Advance Agreements an aggregate of 12,016,911 shares of PCMC common stock held by Repository Services LLC in consideration for the settlement of any rights or claims of the contributors arising from the Advance Agreements. No new shares of PCMC common stock will be issued by PCMC in connection with this transaction. Upon the transfer of the Repository Services LLC held shares and satisfaction of the applicable exchange documentation, the Advance Agreements will be terminated.

In addition to the SAFEs, the combined company's related-party revolving credit line with Ivie Health Consultants previously included an embedded conversion option that was contractually guaranteed to convert on terms 5% more favorable to the lender, Ivie Health Consultants, than the terms available to the Physicians SAFE holders, and that automatically ratcheted to preserve that 5% premium if the combined company issued any more favorable convertible security before the credit line converted or was repaid. This conversion feature was eliminated pursuant to an amendment to the Ivie Line of Credit effective September 30, 2026, and the Ivie Line of Credit is no longer convertible into equity securities of Physicians, PCMC, or the combined company. Physicians also owes a $245,000 acquisition fee to members of its management, payable in 36 months and convertible into common stock at the market price . Conversion of these instruments, together with the SAFEs, will further dilute the ownership percentages and voting power of the combined company's stockholders . The specific terms on which the Physicians SAFEs will convert, and the number of shares issuable upon conversion, remain subject to the completion of the parties' negotiations and the final Closing Capitalization Schedule for each company. The parties intend that the Physicians SAFEs will convert into Physicians shares, and that the PCMC Advance Agreements will be settled with existing shares transferred by Repository Services LLC, with the resulting shares absorbed within the share amounts issued in, and the pro forma capitalization giving effect to, the Business Combination. Accordingly, the SAFE conversions are not expected to increase the aggregate number of shares outstanding following the Closing or to change the relative post-closing ownership of the former Physicians equityholders (approximately 80%), the legacy PCMC stockholders (approximately 13.9%), and Specialty Capital Lenders LLC (approximately 6.1%), in each case as shown elsewhere in this Information Statement/Prospectus after giving effect to the SAFE conversions. The conversion of the Physicians SAFEs will dilute the pre-existing Physicians equityholders within the Physicians allocation, and the settlement of the PCMC Advance Agreements will not dilute the legacy PCMC stockholders because no new shares will be issued; the extent of dilution to each group depends only on that company's own SAFEs or Advance Agreements and final conversion terms, and is not affected by the other company's SAFE conversions.

Related-party loans create conflicts of interest and may not be on arm's-length terms.

The combined company will have outstanding related-party loans in the aggregate amount of $1,341,000 under the Ivie Line of Credit, payable to Ivie Health Consultants, a Tennessee unincorporated entity controlled by Ivie, Physicians' Chief Executive Officer. These loans may not have been negotiated or established on terms that are comparable to those available from unaffiliated institutional lenders. The interest rates, repayment terms, security arrangements, and other provisions of these related-party loans may therefore be less favorable to the combined company than arm's-length debt arrangements. In addition, the relationships between the related-party lenders and the principals of PCMC and/or Physicians create conflicts of interest that could influence business decisions of the combined company, including decisions regarding the timing and terms of repayment of these loans. There can be no assurance that disputes between the combined company and the related-party lenders will not arise, or that any such disputes will not adversely affect the combined company's operations or financial condition. Shareholders should be aware that related-party loan arrangements are inherently susceptible to conflicts of interest.

Rising interest rates could increase our cost of capital on variable-rate obligations.

While the Academy Bank Loan bears interest at a fixed rate of 6.25% per annum, the combined company may have other obligations—including the related-party loans—whose effective cost of capital could be affected by rising interest rates if such instruments are refinanced or restructured in the future. In addition, at the maturity of the Academy Bank Loan, the combined company will likely need to refinance such loan at prevailing market interest rates, which may be higher than the current fixed rate of 6.25%. In an environment of rising interest rates, the combined company's cost of capital would increase upon refinancing, which could adversely affect its financial condition and its ability to generate positive cash flow. The Federal Reserve and other monetary authorities have signaled ongoing vigilance regarding inflation, and interest rates may remain elevated for an extended period. The combined company will have limited ability to hedge against interest rate risk, and rising rates could materially and adversely affect its debt service costs and financial condition.

REGULATORY, ADA, HIPAA, AND ZONING RISKS

The Property is subject to the Americans with Disabilities Act (ADA), and non-compliance could result in fines and litigation.

As an owner of commercial real property that is open to the public, the combined company will be subject to the requirements of the Americans with Disabilities Act of 1990, as amended (the "ADA"), and applicable state and local accessibility laws and regulations. The ADA requires that commercial properties be accessible to persons with disabilities and imposes obligations on property owners to remove architectural barriers and provide accessibility accommodations. Although the Property was constructed in 2019 and completed in 2020, there is no assurance that the Property is currently in full compliance with the ADA and applicable state accessibility laws. Future changes in ADA regulations or the issuance of regulatory guidance requiring modifications to the Property could impose significant capital expenditure obligations on the combined company. Non-compliance with the ADA can result in private lawsuits, which have historically been filed in significant numbers against commercial property owners in Indiana and throughout the United States, as well as regulatory enforcement actions, fines, and penalties. Any ADA-related litigation or enforcement action could impose significant costs on the combined company and adversely affect its financial condition.

As a medical facility, the Property is subject to HIPAA regulations; Tenant non-compliance could create liability.

The Property operates as a medical emergency room and urgent care facility and is subject to the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), including its Privacy Rule and Security Rule, which regulate the use, disclosure, and protection of protected health information ("PHI"). While the Tenant, as the healthcare operator, bears primary responsibility for HIPAA compliance, the combined company, as the Property owner, may face reputational harm, regulatory scrutiny, or indirect liability in connection with any HIPAA violations that occur at the Property. In addition, any significant HIPAA enforcement action against the Tenant-including substantial civil or criminal penalties-could adversely affect the Tenant's financial condition and its ability to pay rent. The U.S. Department of Health and Human Services, Office for Civil Rights, has increasingly pursued HIPAA enforcement actions, and civil monetary penalties for HIPAA violations can be substantial, potentially reaching millions of dollars per violation category. Investors should be aware that HIPAA compliance risk at the Property is a material consideration.

Zoning changes or variances required for medical use could impair Property value or use.

The Property is currently zoned and approved for use as a medical office, emergency room, and urgent care facility in accordance with applicable zoning ordinances of the City of Carmel, Indiana, and Hamilton County. There can be no assurance that local zoning authorities will not enact changes to applicable zoning regulations that could restrict or prohibit the continued use of the Property for medical purposes. In addition, if the Tenant vacates the Property and the combined company seeks to lease the Property to a replacement tenant for an alternative use, such alternative use may require a zoning variance, conditional use permit, or other regulatory approval from local authorities, which may not be obtained in a timely manner or at all. Changes in local zoning regulations, land use plans, or municipal development priorities could adversely affect the allowed uses of the Property, restrict redevelopment options, and reduce the Property's market value. Any failure to obtain necessary zoning approvals for alternative uses in the event of Tenant vacancy could significantly impair the combined company's ability to generate revenue from the Property.

Separately, in connection with the Academy Bank Loan, the borrower entered into an Environmental Indemnity Agreement, and the borrower agreed to indemnify the lender and its directors, officers, employees, agents, successors, and assigns against liabilities arising under environmental laws. The Environmental Indemnity Agreement is a full-recourse obligation that is not limited to the Property, is not secured by the mortgage, and expressly survives repayment of the loan, foreclosure, and any deed in lieu of foreclosure. Because Conrad B. Ivie and Physicians Capital Management Corporation have guaranteed liabilities under the Environmental Indemnity Agreement pursuant to a limited guaranty of  the Academy Bank Loan, the combined company and those guarantors could remain liable to the lender for environmental investigation, remediation, and related costs even after the loan has been repaid or the Property has been lost through foreclosure. The specific scope, survival, and recourse terms of these obligations are set forth in the Environmental Indemnity Agreement and the related Loan Documents filed as exhibits to this Registration Statement.

State and local regulatory approvals are required for the Tenant's medical operations.

The Tenant's operation of an emergency room and urgent care facility at the Property requires various federal, state, and local regulatory licenses, certifications, and approvals, including licenses from the Indiana State Department of Health, accreditation from applicable accreditation bodies, and compliance with applicable standards for emergency medical services. Any failure by the Tenant to obtain or maintain required licenses, certifications, or approvals-whether due to non-compliance, regulatory changes, enforcement actions, or other factors-could result in the Tenant being required to cease or curtail operations at the Property. The cessation or curtailment of the Tenant's operations at the Property could adversely affect the Tenant's revenues and its ability to pay rent and could result in the Property being vacated. In addition, regulatory changes that increase the cost of operating a medical facility could adversely affect the Tenant's financial condition and lease performance. The combined company will have no ability to control or influence the Tenant's regulatory compliance.

MALPRACTICE AND LIABILITY RISKS

Medical malpractice claims against the Tenant could affect Tenant financial stability and lease performance.

The Tenant's operation of an emergency room and urgent care facility at the Property exposes the Tenant to significant medical malpractice and professional liability risks. Emergency medicine and urgent care are among the highest-risk areas of medical practice in terms of malpractice exposure, as emergency patients present with a wide range of conditions and clinical scenarios that require rapid assessment and treatment under time pressure. Medical malpractice claims can result in substantial damage awards and settlements. While the Tenant is expected to maintain professional liability insurance in connection with its operations, there can be no assurance that such insurance will be adequate to cover all claims, that premiums will remain affordable, or that the Tenant will not be subject to uninsured liability. A significant malpractice claim or series of claims against the Tenant could materially impair the Tenant's financial condition and its ability to continue operations at the Property, thereby adversely affecting the combined company's rental income and financial results.

We may face vicarious liability claims arising from the medical use of the Property.

As the owner of a property used for the practice of emergency medicine and urgent care, the combined company may be exposed to vicarious liability claims arising from injuries or adverse events that occur at the Property. Although the combined company will not be involved in the practice of medicine and will not employ any healthcare professionals, claimants and their counsel may seek to assert premises liability or other theories of liability against the Property owner in connection with injuries or adverse events occurring on the premises. Premises liability claims at medical facilities can include claims for failure to maintain safe conditions, inadequate security, inadequate accessibility accommodations, or other property-related failures. While the combined company would expect to maintain appropriate property and general liability insurance, there can be no assurance that such insurance will be adequate to cover all claims, or that any adverse judgment or settlement will not have a material adverse effect on the combined company's financial condition. Additionally, the combined company may incur significant legal defense costs in connection with any such claims, even if ultimately successful in defending them.

LIQUIDITY AND MARKET RISKS

Our shares are not currently listed on a national exchange and may have limited liquidity.

PCMC's common stock is not currently listed on any national securities exchange, including the New York Stock Exchange or the Nasdaq Stock Market. The shares may be traded, if at all, on the OTC Markets or through other over-the-counter mechanisms. Trading in over-the-counter securities is generally characterized by lower trading volumes, wider bid-ask spreads, less regulatory oversight, and greater price volatility than trading in listed securities. If PCMC's common stock is deemed a "penny stock" under SEC rules, broker-dealers recommending or selling the shares to certain investors would be subject to additional sales-practice and disclosure requirements. Those requirements may reduce broker-dealer willingness to make a market in or recommend the shares. As a result, shareholders may experience significant difficulty buying or selling PCMC common stock at a favorable price or at all, and even relatively small transactions could have a significant effect on the market price.

There is no established public market for our common stock.

There is currently no established, active public trading market for the shares of PCMC common stock. Even if PCMC's shares are quoted or traded through the OTC Markets or other mechanisms, such trading activity may be sporadic, limited in volume, and subject to significant price volatility. The absence of an established public market means that shareholders may not be able to liquidate their investment at any particular time or price. Factors that may further limit the development of a liquid public market for PCMC's common stock include the combined company's status as a small, single-asset real estate company; the restrictions on resale applicable to securities of former shell companies under Rule 144; the absence of analyst coverage; the limited institutional investor interest in micro-cap real estate companies; and the concentrated ownership structure resulting from the Business Combination. The combined company cannot provide any assurances that an active, liquid public market for its common stock will develop or be sustained at any time in the future. Accordingly, investors in PCMC's common stock must be prepared to hold their shares for an indefinite period.

In addition to the resale restrictions applicable to former shell companies under Rule 144, Repository Services LLC and other legacy PCMC stockholders whose shares are freely tradable may be able to sell those shares earlier than Ivie and the Employee Stockholders, whose PCMC equity securities will remain restricted securities subject to Rule 144, which could result in earlier or greater selling pressure from legacy holders relative to Ivie and the Employee Stockholders.

We may be unable to raise additional capital on acceptable terms.

The combined company may require additional capital to fund capital expenditures, meet debt service obligations, fund working capital needs, or pursue additional real estate acquisitions. Given the combined company's status as a former shell company, high leverage, single-asset concentration, and limited share liquidity, raising additional capital through equity, debt, or other financing may be difficult or impossible on acceptable terms. The conversion or settlement of SAFEs, preferred stock, related-party obligations, or other equity-linked instruments, and any future issuance of equity or equity-linked securities, could substantially dilute existing shareholders' ownership, voting power, and economic interests and could adversely affect the market price of the common stock. If the combined company cannot obtain capital when needed, it may be forced to sell the Property, curtail operations, default on obligations, or take other actions adverse to shareholder interests.

TAX RISKS

The tax treatment of the Business Combination is uncertain.

The parties intend that the Business Combination qualify as a tax-free reorganization under Section 368(a)(1)(B) of the Code, or alternatively as a tax-deferred exchange under another applicable provision of the Code. However, whether the Business Combination qualifies for such tax treatment depends upon a number of facts and circumstances, including the form of the transaction, the ownership and capitalization of PCMC and Physicians, the treatment of the outstanding SAFEs and other debt instruments, and other factors. No ruling has been or will be sought from the Internal Revenue Service (the "IRS") regarding the tax treatment of the Business Combination, and no assurance can be given that the IRS or any court will agree that the Business Combination qualifies as a tax-free reorganization or other tax-deferred transaction. No legal opinion has been obtained, and the parties do not intend to obtain a legal opinion. If the Business Combination does not so qualify, Physicians' shareholders may recognize taxable gain or loss in connection with the exchange of their equity interests for PCMC common stock. See “Material U.S. Federal Income Tax Considerations” beginning on page 44 for a more detailed discussion.

The Business Combination may not qualify as a tax-free reorganization or a tax-free exchange under Section 351, in which case Physicians stockholders may recognize taxable gain or loss.

The parties intend for the Business Combination to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, but this qualification is uncertain and depends on the satisfaction of a number of requirements, including continuity of Physicians’ historic business, continuity of the Physicians stockholders’ proprietary interest in PCMC, and other requirements under applicable Treasury regulations and case law, some of which cannot be conclusively determined until after the Closing of the Business Combination.

If the Business Combination does not so qualify, and does not separately qualify as a nonrecognition exchange under Section 351 of the Code — which itself requires that the former Physicians equityholders, in the aggregate, hold at least 80% of the voting power and each other class of PCMC stock immediately after the Business Combination, a threshold the parties currently expect to be at or near but cannot guarantee will be satisfied — then U.S. holders of Physicians equity interests would recognize taxable gain or loss on the exchange of their Physicians equity interests for PCMC common stock, generally equal to the difference between the fair market value of the PCMC common stock received and their tax basis in the Physicians equity interests surrendered.

No ruling has been requested from the IRS and no opinion of counsel has been obtained regarding these tax consequences, and the qualification of the Business Combination as a reorganization under Section 368(a) or as an exchange under Section 351 will not be a condition to Closing. Stockholders should consult their own tax advisors regarding the particular tax consequences of the Business Combination to them.

We do not expect to qualify as a REIT, and therefore our income is subject to corporate-level tax.

The combined company does not intend to elect to be treated as a real estate investment trust ("REIT") for U.S. federal income tax purposes. Unlike REITs, which are generally not subject to corporate-level federal income tax on income that is distributed to shareholders, the combined company will be subject to U.S. federal corporate income tax on its taxable income at the applicable corporate rate. This means that the combined company's rental income, after deducting allowable expenses (including depreciation and interest), will be subject to federal income tax at the corporate level before any distributions are made to shareholders. The imposition of corporate-level income tax reduces the amount of cash available for distribution to shareholders and may reduce the overall return on investment compared to an investment in a REIT. Investors who are seeking the tax advantages associated with REIT structures should be aware that those advantages are not available through an investment in the combined company.

Changes in tax law could adversely affect the value of the Property or our net income.

The U.S. federal income tax laws applicable to real property ownership and real estate companies are subject to change by legislative and regulatory action. Changes in federal tax law, including changes to corporate income tax rates, depreciation schedules for real property, the deductibility of interest expense, or the tax treatment of SAFEs, could adversely affect the combined company's after-tax income, cash flow, and the value of the Property. Similarly, changes in Indiana state and local tax law, including changes to property tax assessments, transfer taxes, or income taxes, could increase the combined company's tax burden. There can be no assurance that current tax laws, regulations, and interpretations will remain in effect for any particular period, and any adverse changes in the tax environment could materially and adversely affect the combined company's financial condition and results of operations.

COMPETITION RISKS

We face competition from larger, better-capitalized real estate companies for acquisitions.

The combined company operates in a highly competitive real estate market and may face significant competition from larger, better-capitalized real estate investors, developers, and investment companies in connection with any future acquisitions. REITs, private equity funds, family offices, institutional investors, and other real estate companies with significantly greater financial resources, market presence, and access to capital than the combined company actively compete for the acquisition of medical office and healthcare-related real estate assets. These competitors may be able to offer higher prices, accept lower returns, or close transactions more quickly than the combined company. As a result, the combined company may be at a competitive disadvantage in any future acquisition efforts. The inability to make additional acquisitions on favorable terms could limit the combined company's growth and its ability to diversify its portfolio beyond the single Property that represents its sole asset following the Business Combination.

Medical office properties face competition from hospitals and health systems that own their own facilities.

The demand for medical office space and healthcare real estate is subject to competitive pressure from hospitals, health systems, and large physician groups that own or develop their own facilities rather than leasing third-party space. In the Carmel, Indiana market, competing healthcare providers may own their own facilities, which reduces the pool of potential medical tenants for independently owned medical properties such as the Property. In addition, the growth of hospital-affiliated urgent care and emergency care networks, including networks that may be affiliated with or competing with the Tenant, could affect the Tenant's patient volumes and financial performance at the Property. If hospitals or health systems develop competing facilities in the Carmel area, the Tenant may experience reduced patient volumes and revenues, which could adversely affect its ability to pay rent. Additionally, if the Property were to become vacant, competing medical facilities and health system-owned properties in the area could make it more difficult to secure a replacement tenant.

LITIGATION RISKS

We may face litigation from shareholders challenging the Business Combination.

Shareholders of PCMC or Physicians may bring litigation challenging the Business Combination, the adequacy of the disclosures in this Information Statement/Prospectus, the PCMC Board’s process in approving the Share Exchange Agreement, or the fairness of the terms of the Business Combination to PCMC's public shareholders. Such litigation could be brought as individual, class, derivative or other representative actions and could seek, among other remedies, declaratory, injunctive or other equitable relief to delay, enjoin or prevent the consummation of the Business Combination, as well as rescission, rescissory damages, monetary damages, attorneys’ fees and expenses, and other relief available at law or in equity. Even if ultimately unsuccessful, any such litigation could be costly, time-consuming, and distracting to management, and could delay the Closing of the Business Combination or result in the imposition of conditions on the consummation of the Business Combination. Defending shareholder litigation is expensive, and any settlement or adverse judgment in such litigation could have a material adverse effect on the combined company's financial condition. As of the date of this Information Statement/Prospectus, there has been no litigation filed.

Disputes with the Tenant, lender, or related parties could result in material legal costs.

The combined company will be a party to various contractual arrangements, including the triple-net lease with the Tenant, the Academy Bank Loan agreement and the Line of Credit, each of which presents the potential for disputes and litigation. A dispute with the Tenant regarding lease terms, rent payments, maintenance obligations, or early termination rights could be costly and time-consuming to resolve and could adversely affect the Tenant's willingness and ability to continue operating at the Property. Similarly, disputes with Academy Bank or any related-party lender regarding the terms or performance of the applicable debt instruments could result in defaults, accelerations of outstanding indebtedness, or enforcement actions against the Property. Any litigation or dispute resolution process, whether through arbitration, mediation, or court proceedings, could impose significant legal costs on the combined company and divert management attention from its primary business operations. The combined company will not maintain a legal reserve, and any material legal expense could adversely affect its limited cash resources.

ADDITIONAL RISKS OF OWNERSHIP OF THE COMPANY.

Our executive officers and directors will exercise significant control over us after the Business Combination, which will limit your ability to influence corporate matters and could delay or prevent a change in corporate control.

Following the Business Combination, Ivie will beneficially own, on a fully diluted basis, approximately 80% of PCMC’s equity. In addition, the Series A Voting Preferred Stock issued to Ivie entitles its holders, as a class, to a number of votes equal to two (2) times the sum of (i) the total number of shares of Common Stock then issued and outstanding and (ii) the number of votes allocated to any other class of voting preferred stock then issued and outstanding. As a result, the Series A Voting Preferred Stock alone represents approximately two-thirds of the total combined voting power, and Ivie, taking into account his Common Stock, Series B-1 and Series B-2 holdings together with the Series A Voting Preferred Stock, is expected to hold approximately 90% of the combined voting power for the election of directors. Accordingly, Ivie, will be able to influence our management and affairs and control the outcome of matters submitted to our stockholders for approval, including the election of directors and any sale, merger, consolidation, or sale of all or substantially all of our assets.

Ivie may have interests which are different from those of the public investors and his concentration of voting power may have an adverse effect on the price of the Company’s common stock.

The requirements of being a public company may strain the Company’s resources and distract management, and we will incur substantial costs as a result of being a public company.

Following the consummation of the Business Combination, the Company will continue to be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the Securities Act. These rules, regulations and requirements are extensive. We will incur significant costs associated with our public company corporate governance and reporting requirements. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management’s attention may be diverted from other business concerns, which could adversely affect our business and operating results. We may need to hire more corporate employees to comply with these requirements or engage outside consultants, which would increase our costs and expenses. This may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition and results of operations. We do not currently maintain director and officer liability insurance, and these applicable rules and regulations may make it more difficult and more expensive for us to obtain such insurance in the future, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain any such coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on the Company’s Board or as executive officers.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected. As a result of disclosure of information in this Information Statement/Prospectus and in the filings that we are required to make as a public company, our business, operating results and financial condition have become more visible, which may result in threatened or actual litigation, including by competitors and other third parties. If any such claims are successful, our business, operating results and financial condition could be adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business, operating results and financial condition.

We do not currently maintain directors’ and officers’ liability insurance, which could expose us to significant costs and impair our ability to attract and retain qualified directors and officers.

PCMC does not currently maintain directors’ and officers’ (“D&O”) liability insurance. In the absence of D&O insurance, any claim against our directors or officers arising from their service-including claims relating to the Business Combination, the adequacy of our disclosures, our status as a current or former shell company, or our other public-company obligations-would need to be satisfied through our own indemnification obligations and assets rather than through insurance proceeds. Because PCMC currently has no operations or revenues, the combined company will be highly leveraged, and the independent registered public accounting firm of PCMC has expressed substantial doubt about PCMC’s ability to continue as a going concern, we may have insufficient resources to indemnify our directors and officers or to fund the defense of such claims, and the costs of doing so could materially and adversely affect our financial condition and results of operations. The absence of D&O insurance may also make it more difficult for us to attract and retain qualified individuals to serve as directors or executive officers, particularly in light of the litigation and regulatory risks associated with the Business Combination and with operating as a public reporting company. Although we may seek to obtain D&O insurance in the future, such coverage may not be available on acceptable terms or at all, and any coverage we obtain may be subject to high premiums, reduced policy limits, significant exclusions, or large retentions.

We are a “smaller reporting company” under the U.S. federal securities laws, and the reduced reporting requirements applicable to smaller reporting companies could make our common stock less attractive to investors.

We are a “smaller reporting company” under U.S. federal securities laws. For as long as we continue to be a smaller reporting company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not smaller reporting companies, including reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. Investors may not find our common stock attractive because we may rely on these exemptions and reduced disclosures. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock, and our stock price may be more volatile.

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the prior June 30 and our annual revenues exceeded $100 million during such completed fiscal year, or (2) the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30.

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

THIS DISCUSSION IS NOT INTENDED TO CONSTITUTE LEGAL OR TAX ADVICE. SHAREHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE SPECIFIC U.S. FEDERAL, STATE, LOCAL, AND FOREIGN TAX CONSEQUENCES OF THE BUSINESS COMBINATION AND OF THE OWNERSHIP AND DISPOSITION OF SHARES OF PCMC COMMON STOCK IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES.

The following is a summary of certain material U.S. federal income tax consequences of the Business Combination to holders of Physicians equity interests who receive PCMC common stock in the Business Combination (referred to in this section as "holders"), and to holders of PCMC common stock. This summary is based on the Internal Revenue Code of 1986, as amended (the "Code"), applicable Treasury regulations, administrative guidance, and judicial authorities, all as of the date of this Information Statement/Prospectus. These authorities are subject to change, possibly with retroactive effect. This summary does not address all aspects of U.S. federal income taxation that may be relevant to holders in light of their particular circumstances, nor does it address any state, local, or foreign tax consequences.

This summary applies only to holders who hold their interests in Physicians (or shares of PCMC common stock, as applicable) as "capital assets" within the meaning of Section 1221 of the Code (generally, property held for investment). This summary does not address holders that are subject to special rules, including: financial institutions; insurance companies; mutual funds; tax-exempt organizations; pension funds; dealers in securities; traders in securities who elect to apply a mark-to-market method of accounting; holders who hold Physicians interests or PCMC shares as part of a hedge, straddle, constructive sale, or conversion transaction; holders who acquired their interests in Physicians through the exercise of employee stock options or otherwise as compensation; holders liable for the alternative minimum tax; real estate investment trusts; regulated investment companies; U.S. expatriates; or non-U.S. holders (as described below).

Tax Treatment of the Business Combination for U.S. Holders

The parties intend for the Business Combination to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). If the Business Combination so qualifies, Physicians stockholders who exchange their Physicians equity interests solely for PCMC common stock generally would not recognize gain or loss for U.S. federal income tax purposes on the exchange.

However, the qualification of the Business Combination as a tax-free reorganization is uncertain.

If the Business Combination does not qualify as a reorganization within the meaning of Section 368(a), the exchange of Physicians equity interests for PCMC common stock generally would be a taxable transaction for U.S. federal income tax purposes. In that event, a U.S. holder of Physicians equity interests generally would recognize gain or loss equal to the difference between (i) the fair market value, as of the Closing date, of the PCMC common stock (and any cash) received in the exchange and (ii) such holder’s adjusted tax basis in the Physicians equity interests surrendered. Such gain or loss generally would be capital gain or loss, and would be long-term capital gain or loss if the holder’s holding period in the Physicians equity interests exceeded one year as of the Closing date, subject to any applicable rules recharacterizing all or a portion of such gain, including potentially Section 306 of the Code with respect to certain preferred or other non-common equity interests. A U.S. holder’s tax basis in the PCMC common stock received in a taxable exchange would equal its fair market value on the Closing date, and the holder’s holding period in such stock would begin on the day after the Closing date.

Even if the Business Combination does not qualify as a reorganization under Section 368(a), the exchange may nonetheless qualify for nonrecognition treatment under Section 351 of the Code if the exchange is treated as a transfer of property to PCMC solely in exchange for PCMC common stock and, immediately after the exchange, the transferring Physicians stockholders (together with any other persons whose transfers are integrated with the exchange under applicable Treasury regulations) are in “control” of PCMC within the meaning of Section 368(c) of the Code — that is, own stock possessing at least 80% of the total combined voting power of all classes of PCMC stock entitled to vote and at least 80% of the total number of shares of each other class of PCMC stock. Whether this control threshold is satisfied will depend on the actual post-closing ownership of PCMC, which the parties currently expect will place the former Physicians equityholders, in the aggregate, at or near this 80% threshold. There can be no assurance that this threshold will be met, and the qualification of the exchange under Section 351 is, like its qualification under Section 368(a), uncertain.

If PCMC assumes any liabilities of Physicians in connection with a transfer intended to qualify under Section 351, such assumption generally would not, by itself, be treated as boot to the transferring stockholders under Section 357(a) of the Code, except that (i) under Section 357(b), the full amount of liabilities assumed may be treated as boot if the assumption is determined to have a principal purpose of tax avoidance or, if not such a purpose, no bona fide business purpose, and (ii) under Section 357(c), gain generally must be recognized to the extent the liabilities assumed exceed the aggregate adjusted basis of the property transferred.

Regardless of whether the Business Combination qualifies as a reorganization under Section 368(a), as an exchange under Section 351, or as a fully taxable transaction, PCMC generally would not recognize gain or loss upon its issuance of PCMC common stock as consideration in the Business Combination, pursuant to Section 1032 of the Code.

If the Business Combination qualifies as a reorganization under Section 368(a), the U.S. federal income tax consequences to U.S. holders of Physicians equity interests who exchange such interests for PCMC common stock in the Business Combination generally would be as follows:

The qualification of the Business Combination as a tax-free reorganization depends on the satisfaction of various requirements under the Code and Treasury regulations, including the "continuity of interest" requirement, the "continuity of business enterprise" requirement, and the "business purpose" requirement. If the Business Combination fails to qualify as a tax-free reorganization, each U.S. holder of Physicians equity interests who exchanges such interests for PCMC common stock would generally recognize taxable gain or loss equal to the difference between: (i) the fair market value of the PCMC common stock received; and (ii) the holder's adjusted tax basis in the Physicians equity interests surrendered. Any such gain or loss generally would be capital gain or loss and would be long-term capital gain or loss if the holder held the Physicians equity interests for more than one year.

No ruling has been requested from the Internal Revenue Service, and no opinion of counsel has been rendered, as to the qualification of the Business Combination as a reorganization under Section 368(a), as an exchange under Section 351, or as to any other U.S. federal income tax consequence described above. Neither the obtaining of a tax opinion nor the qualification of the Business Combination under Section 368(a) or Section 351 is a condition to the obligations of the parties to consummate the Business Combination. The U.S. federal income tax consequences described in this section are complex and depend on each holder’s particular circumstances. All holders of Physicians equity interests are urged to consult their own tax advisors as to the particular U.S. federal, state, local, and non-U.S. tax consequences of the Business Combination to them.

Tax Treatment of the Business Combination for Non-U.S. Holders

Non-U.S. holders (generally, individuals who are not U.S. citizens or residents and entities that are not organized under the laws of the United States) who receive PCMC common stock in connection with the Business Combination may be subject to U.S. federal income, withholding, and backup withholding taxes depending on their individual circumstances. Non-U.S. holders are strongly urged to consult their own tax advisors regarding the U.S. federal income tax consequences of the Business Combination, including any applicable tax treaty provisions, and the tax consequences in their country of residence or organization.

Information Reporting and Backup Withholding

Holders of Physicians equity interests who receive PCMC common stock in the Business Combination may be required to comply with certain information reporting requirements, including attaching a statement to their U.S. federal income tax return for the year of the exchange as required under Treasury Regulation Section 1.368-3 (or any successor provision). In addition, PCMC may be required to file IRS Form 8937 (Report of Organizational Actions Affecting Basis of Securities) in connection with the Business Combination. Payments made to a holder in connection with the Business Combination may be subject to backup withholding at the applicable statutory rate unless the holder provides a correct taxpayer identification number and certifies, under penalty of perjury, that such holder is not subject to backup withholding. Backup withholding is not an additional tax; amounts withheld as backup withholding may be credited against the holder's U.S. federal income tax liability and may be refunded if the holder timely files a U.S. federal income tax return. Each person or entity is encouraged to consult with their own tax specialist to determine what tax effects, if any, will have on an individual tax situation.

Tax Consequences of Holding PCMC Common Stock

Dividends paid on PCMC common stock to U.S. holders will generally be taxable as ordinary income (or, in certain circumstances, as "qualified dividends" taxable at preferential rates for individuals). As noted above, PCMC does not expect to pay dividends in the foreseeable future. Upon a sale or other taxable disposition of PCMC common stock, a U.S. holder generally will recognize capital gain or loss equal to the difference between the amount realized and the holder's adjusted tax basis in such shares. The combined company does not qualify as, and does not expect to elect to be treated as, a REIT; accordingly, there is no special REIT-related pass-through tax treatment available to shareholders of PCMC.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma combined financial information presents the combined financial position and results of operations of PCMC and Physicians after giving effect to the Business Combination and the related acquisition financing transactions. The pro forma financial information has been prepared in accordance with Article 11 of Regulation S-X. The pro forma balance sheet is presented as of June 30, 2026, as if the Business Combination had been completed on that date. The pro forma income statement is presented for the year ended September 30, 2025 as if the Business Combination had been completed at the beginning of such period.

The pro forma financial information is unaudited and is presented for illustrative purposes only. It does not purport to represent what the combined company's actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated, nor does it purport to project the combined company's financial position or results of operations for any future period. The pro forma financial information should be read in conjunction with the historical financial statements of PCMC and Physicians, which are included elsewhere in this Information Statement/Prospectus, and with the notes to the pro forma financial statements set forth below.

Introduction

The following unaudited pro forma condensed combined financial information presents the combination of the historical financial information of PCMC and Physicians, adjusted to give effect to the Business Combination and related transactions.

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as in effect on the date of this registration statement and reflects only Transaction Accounting Adjustments (as defined in Article 11). PCMC and Physicians have not reflected (and have elected not to present) adjustments for reasonably estimable synergies, dis-synergies, or other non-accounting transaction effects.

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not necessarily reflect what PCMC and Physicians financial position or results of operations would have been had the Transactions been completed on the dates assumed, nor is it necessarily indicative of PCMC and Physicians future financial condition or results of operations.

Pro forma financial information includes the unaudited pro forma condensed combined balance sheet as of June 30, 2026. This balance sheet combines the historical unaudited balance sheets of PCMC and Physicians as of June 30, 2026, giving pro forma effect to the Transactions as if they had occurred on June 30, 2026.

The unaudited pro forma condensed combined statement of operations for the nine months ended June 30, 2026 combines the historical unaudited condensed statement of operations of PCMC for the nine months ended June 30, 2026 with the historical unaudited condensed statement of operations of Physicians for the nine months ended June 30, 2026 on a pro forma basis as if the Transactions and the other related events contemplated by the Transactions, summarized below, had been consummated on October 1, 2024, the beginning of the earliest period presented. The unaudited pro forma condensed combined statement of operations for the year ended September 30, 2025 combines the historical audited statement of operations of PCMC for the year ended September 30, 2025 with the historical audited statement of operations of Physicians for the year ended September 30, 2025 on a pro forma basis as if the Transactions and the other related events contemplated by the Transactions, summarized below, had been consummated on October 1, 2024.

The unaudited pro forma condensed combined financial information was derived from, and should be read in conjunction with, the following historical financial statements and accompanying notes, which are included elsewhere in this Information Statement/Prospectus:

This information should also be read together with the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of PCMC and Physicians” and other financial information contained elsewhere in this Information Statement/Prospectus.

PRO FORMA BALANCE SHEET

(As of June 30, 2026 — Unaudited)

PRO FORMA INCOME STATEMENT

(For the Nine Months Ended June 30, 2026 — Unaudited)

PRO FORMA INCOME STATEMENT

(For the Period Ended September 30, 2025 — Unaudited)

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

The Business Combination will be accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, PCMC will be treated as the “acquired” company and Physicians as the “accounting acquirer” for financial reporting purposes. Accordingly, for accounting purposes, the consolidated financial statements of New PCMC will represent a continuation of the financial statements of Physicians with the Transactions treated as the equivalent of Physicians issuing stock for the net assets of PCMC, accompanied by a recapitalization. The net assets of PCMC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Transactions will be presented as those of Physicians in future reports of New PCMC.

The unaudited pro forma condensed combined balance sheet as of June 30, 2026 gives pro forma effect to the Transactions and the other related events contemplated by the Transactions as if consummated on June 30, 2026. The unaudited pro forma condensed combined statements of operations for the nine months ended June 30, 2026 and for the year ended September 30, 2025 give pro forma effect to the Transactions and the other related events contemplated by the Transactions as if consummated on October 1, 2024, the beginning of the earliest period presented, on the basis of Physicians as the accounting acquirer.

The unaudited pro forma condensed combined financial information was derived from and should be read in conjunction with the following historical financial statements and the accompanying notes, which are included elsewhere in this Information Statement/Prospectus:

Management has made significant estimates and assumptions in its determination of the pro forma adjustments based on information available as of the date of this prospectus. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented as additional information becomes available. Management considers this basis of presentation to be reasonable under the circumstances.

Upon consummation of the Business Combination, management will perform a comprehensive review of the two entities’ accounting policies. As a result of the review, management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of the post-combination company. Management did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

There are currently no preferred shares of PCMC outstanding, however at the time of the merger Convertible Preferred Stock in Series A, Series B-1 and Series B-2 will be issued as reflected in the above table.

Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

AA.    Reflects the elimination of the 2026 historical change in fair value of the SAFE derivative liability, as the SAFE notes are assumed to convert upon consummation of the Business Combination at the beginning of the period presented.

BB.     Reflects the reduction of related party note interest that will be eliminated at or prior to Closing.

CC.     Reflects the elimination of the 2025 historical change in fair value of the SAFE derivative liability, as the SAFE notes are assumed to convert upon consummation of the Business Combination at the beginning of the period presented.

When an entity has a net loss, it is prohibited from including potential common shares in the computation of diluted per share amounts. Accordingly, we have utilized basic shares outstanding to calculate both basic and diluted loss per share for the periods presented.

BUSINESS OF PCMC

Corporate History and Formation

The Company was incorporated under the name of MyOffiz, Inc. on October 26, 2000, under the laws of the State of Nevada. On November 6, 2004, the Company changed its name from MyOffiz, Inc. to Public Company Management Corporation. The Company was a management consulting firm that educated and assisted small businesses to improve their management, corporate governance, regulatory compliance, and other business processes, with a focus on capital market participation. From October 1, 2012 until September 30, 2020, the Company had no or limited business operations. Since October 1, 2020, current management (which includes participation by our majority shareholder) had determined to direct its efforts and limited resources to pursue potential new business opportunities. PCMC's principal offices are currently located at 9350 Wilshire Boulevard, Suite 203 Beverly Hills, CA 90212. Its telephone number is 310.862.1957.

Shell Company Status and Prior Filing

PCMC is a "shell company" as defined in Rule 12b-2 under the Exchange Act, in that it has no or nominal operations and either no or nominal assets, or assets consisting solely of cash and cash equivalents. The Company initially became a reporting company under Section 12(g) of the Securities Exchange Act of 1934 upon the effectiveness of its Form 10-SB filed June 20, 2002. The Company terminated its registration by filing a Form 15 on February 14, 2008, and subsequently re-registered as a reporting issuer upon the effectiveness of its Form 10 filed on June 1, 2022. Since that time, PCMC has filed all reports required under Sections 13(a) and 15(d) of the Exchange Act, including its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and is current in its Exchange Act reporting obligations. CIK number is 0001141964, and its SEC filings are available on the SEC's EDGAR database at www.sec.gov. Following the consummation of the Business Combination, PCMC will be required to file current "Form 10 information" with the SEC reflecting its status as a non-shell company, in accordance with Rule 144(i) under the Securities Act.

Within four business days following the Closing, PCMC will be required to file a Current Report on Form 8-K pursuant to Item 2.01 of Form 8-K. Because PCMC is a reporting shell company at the time of the Business Combination, the Super 8-K must contain the information required by Form 10 under the Exchange Act, reflecting PCMC’s status as an entity that is no longer a shell company. This Form 10-level disclosure is substantially more extensive than the standard Item 2.01 disclosure required of non-shell company acquirers and will include, among other things, audited financial statements of Physicians, unaudited interim financial information, unaudited pro forma combined financial statements, a description of the combined company’s business and properties, and management’s discussion and analysis of financial condition and results of operations. The date of the Super 8-K filing is significant because the one-year period after which former-shell-company status will no longer preclude Rule 144 resales begins to run on that date. See “Securities Act Restrictions on Resale of PCMC Common Stock” beginning on page 75.

Employees

PCMC currently has no employees. PCMC's business activities are conducted by its officer and director on a part-time basis, without compensation. Following the consummation of the Business Combination, the combined company may engage employees or independent contractors as required to manage its operations but currently has no plans to hire employees.

Principal Office and Contact Information

PCMC's principal offices are located at:

9350 Wilshire Boulevard

Suite 203

Beverly Hills, CA 90212

Inquiries regarding PCMC should be directed to Quynh Hoa T. Tran at the address listed above.

Prior Capital Raises and Share Issuances

Since 2002, PCMC has not conducted any registered capital raises involving the sale of shares. PCMC has, however, entered into Advance Agreements with certain related and unrelated parties in the aggregate amount of approximately $475,000, pursuant to which such parties made capital contributions to PCMC; the Advance Agreements are not securities and do not by their terms grant the contributors any voting rights, ownership interest, or right to receive equity. Repository Services LLC will transfer and surrender to the holders of the Advance Agreements an aggregate of 12,016,911 shares of PCMC common stock held by Repository Services LLC in consideration for the settlement of any rights or claims of the contributors arising from the Advance Agreements. No new shares of PCMC common stock will be issued by PCMC in connection with this transaction. In consideration of the agreement for the transfer of the Repository Services LLC held shares and the agreed upon satisfaction of the applicable exchange documentation, the Advance Agreements will be terminated. PCMC has not registered any securities under the Securities Act prior to the filing of this Registration Statement on Form S-4, except as disclosed herein. The transfer will constitute a private secondary transfer by Repository Services LLC, rather than an offering or sale by PCMC. Repository Services LLC expects the transfer to be effected in reliance on an available exemption from registration under the Securities Act of 1933, as amended, including, to the extent available, Section 4(a)(1) or the commonly recognized private-resale exemption sometimes referred to as “Section 4(a)(1½).” The transfer will not involve any general solicitation or general advertising. Each holder receiving shares from Repository Services LLC is a sophisticated investor, or has a sophisticated purchaser representative, and has had access to such information concerning PCMC as it considers necessary to evaluate the investment; the shares transferred by Repository Services LLC will be “restricted securities” and may not be offered, sold, pledged or otherwise transferred absent an effective registration statement or an available exemption from registration under applicable federal and state securities laws.

Description of Existing Shareholders and Share Structure

As of the date hereof, PCMC's authorized capital structure consists of 500,000,000 shares of common stock, $0.001 par value per share, and 50,000,000 shares of preferred stock, $0.001 par value per share, of which 34,276,816 shares of common stock and no shares of preferred stock were issued and outstanding. For information regarding the beneficial ownership of PCMC’s common stock, both as of the date of this Information Statement/Prospectus and on a pro forma basis after giving effect to the Business Combination, including the holdings of Repository Services LLC and PCMC’s sole officer and director, see “Security Ownership of Certain Beneficial Owners and Management” beginning on page 77.

Legal Proceedings

There is no material litigation, arbitration or governmental proceeding currently pending against us or any of our directors and executive officers in their capacity as such.

From time to time in the ordinary course of business, the combined company may become involved in routine legal proceedings. The combined company does not expect any such routine proceedings to have a material adverse effect on its business, financial condition, or results of operations

PCMC MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 Management’s Plan of Operation.

The following discussion contains forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. The use of words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. From time to time, the Company may also provide forward-looking statements in other materials that we release to the public.

Overview.

The Company proposes completing a business combination (the "Business Combination") with Physicians, a physician owned healthcare real estate investment and development platform focused on the acquisition, development, ownership, and management of medical office buildings, ambulatory surgery centers, and other outpatient healthcare facilities. Physicians intends to partner with physician groups to structure co investment and co development opportunities designed to enhance long term physician ownership, improve clinical workflow, and create stable, recurring real estate income streams.

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. Physicians is led by a practicing physician and works with healthcare operators, enabling Physicians to integrate clinical, operational, and financial considerations into its real estate strategy.

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, on a fully diluted, as-converted basis, the shareholders of Physicians are expected to own approximately 80% of the combined company's outstanding common stock, and the remaining approximately 20% is expected to be held by non-Physicians holders, consisting of approximately 13.9% held by the pre-existing shareholders of the Company and approximately 6.1% held by Specialty Capital Lenders LLC upon conversion of its Series B-1 Convertible Preferred Stock. On a non-diluted basis at the Closing, before giving effect to conversion of the PCMC Preferred Stock, the pre-existing shareholders of the Company would hold a larger percentage of the outstanding common stock (approximately one-third). No vote of the Company's stockholders is required or is being solicited in connection with the Business Combination; the Business Combination is subject to, among other things, the receipt of all required regulatory approvals and the satisfaction or waiver of the other closing conditions described in the Share Exchange Agreement. The Company’s sole director had unanimously determined that the Business Combination and the transactions contemplated by the Share Exchange Agreement are advisable, fair to, and in the best interests of the Company and its shareholders.

Going Concern.

The Company’s unaudited financial statements for the three and nine months ended June 30, 2026 and 2025 and the balance sheet as of June 30, 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 audit report expressed substantial doubt about our ability to continue as a going concern. Our operations are dependent on our ability to raise sufficient capital or complete business combination as a result of which we become profitable. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty.

Results of Operations for the Three and Nine Months ending June 30, 2026 and 2025

The Company had not generated any revenues during the periods ended June 30, 2026 and 2025.

The Company had total operating expenses of $24,560 during the three months ended June 30, 2026 and total operating expenses of $23,239 for the three months ended June 30, 2025. The increase due to increased professional fees for audits.

The Company had total operating expenses of $117,498 during the nine months ended June 30, 2026 and total operating expenses of $59,481 for the nine months ended June 30, 2025. The increase due to increased professional fees for audits.

The Company incurred $0 and $2,625 in interest expense for the three months ending June 30, 2026 and 2025, respectively.

The Company incurred $3,500 and $7,875 interest expense for the nine months ending June 30, 2026 and 2025, respectively.

The Company had interest income of $0 and $0 for the three months ending June 30, 2026 and 2025, respectively.

The Company had interest income of $5,308 and $0 for the nine months ending June 30, 2026 and 2025, respectively.

The Company had a net loss of $24,560 and $25,864 for the three months ending June 30, 2026 and 2025, respectively.

The Company had a net loss of $115,690 and $67,356 for the nine months ending June 30, 2026 and 2025, respectively.

Results of Operations for the Year ending September 30, 2025 and 2024

The Company had not generated any revenues during the twelve months ended September 30, 2025 and 2024.

The Company had total operating expenses of $93,554 during the year ended September 30, 2025 and total operating expenses of $71,017 for the year ended September 30, 2024. The increase due to increased professional fees and for startup expenses for Physicians Capital Management Corporation.

The Company incurred $10,263 and $10,500 in other expenses for the year ending September 30, 2025 and 2024, respectively, made up mostly of interest expense.

The Company had interest income of $237 and $0 for the year ending September 30, 2025 and 2024.

The Company had a net loss of $103,817 and $81,517 for the year ending September 30, 2025 and 2024, respectively.

Liquidity and Capital Resources.

As of June 30, 2026, and through the date hereof, the Company has no business operations and limited cash resources other than those provided by Repository Services LLC and short-term advances. The Company does not currently engage in any business activities that provide cash flow. We are dependent upon interim funding to be provided by Repository Services LLC or Specialty Capital Lenders LLC or other investors to pay professional fees and expenses. If the Company requires additional financing, the Company cannot predict whether equity or debt financing will become available at terms acceptable to us, if at all. Repository Services LLC has agreed to provide funding as may be required to pay for accounting fees and other administrative expenses of the Company until the Company enters into a business combination. The Company would be unable to continue as a going concern without interim financing provided by Repository Services LLC.

The Company’s liquidity is dependent on its ability to complete the Business Combination or, if the Business Combination is not completed, to obtain other financing or identify an alternative business combination candidate. As of June 30, 2026, the Company had cash and cash equivalents of $6,692, which is insufficient to fund the Company’s operations for an extended period in the absence of the Business Combination. The Company's continued existence as a going concern is dependent upon the consummation of the Business Combination or other significant capital infusion. The Company's financial statements include a going concern disclosure issued by its independent auditors. There are no known trends, demands, commitments, events, or uncertainties that are reasonably likely to have a material effect on the Company’s financial condition other than the proposed Business Combination.

The costs of investigating and analyzing business combinations, maintaining the filing of Exchange Act reports, the investigation, analyzing, and consummation of an acquisition for an unlimited period of time will be paid from additional money lent to the Company by Repository Services LLC or other investors.

If the Business Combination is not consummated, the Company currently plans to satisfy its cash requirements for the next twelve months through its cash on hand and borrowings from Repository Services LLC or Specialty Capital Lenders LLC or entities or individuals affiliated with either and believes it can satisfy its cash requirements so long as the Company is able to obtain financing from these parties. The Company expects that the money borrowed will be used during the next twelve months to satisfy the Company’s operating costs, professional fees and for general corporate purposes.

If the Business Combination is not consummated, during the next twelve months, the Company anticipates incurring costs related to filing of Securities Exchange Act of 1934, as amended, reports, franchise fees, transfer agent fees, registered agent fees, legal fees, accounting fees, and investigating, analyzing, and consummating an acquisition or business combination. The Company estimates that these costs will be in the range of ten to twelve thousand dollars per year, and that the Company will be able to meet these costs as necessary with funds to be advanced or loaned to us by investors or Repository Services LLC and/or Specialty Capital Lenders LLC.

On March 31, 2026, the Company and Specialty entered into a Note Transfer and Debt Settlement Agreement, effective as of February 15, 2026 (the “Settlement Agreement”). Pursuant to the Settlement Agreement, the Company assigned and transferred to Specialty all of the Company’s right, title and interest in and to the Physicians Note, including the $163,000 outstanding principal balance and $5,545 of accrued interest thereon. The aggregate assigned receivable was $168,545. The assignment of the Physicians Note did not extinguish, forgive or otherwise discharge Physicians’ obligations under the Physicians Note. Following the assignment, Specialty became the holder of the Physicians Note, and Physicians remained obligated to Specialty in accordance with the terms of the Physicians Note.

As of June 30, 2026, the Company was obligated to Specialty Capital Lenders LLC for $279,484, with accrued interest of $0, for a total of $279,484 evidenced by the note. As of the date hereof, the maturity date of the note was extended to December 31, 2026. Further, as of June 30, 2026, Physicians remained obligated to Specialty for the $163,000 assigned principal amount, together with accrued and future interest and the balance receivable on the Physicians Note by the Company was zero.

As of June 30, 2026 and September 30, 2025, respectively, the Company had cash of $6,692 and $234,405, respectively. The Company had a negative cash flow from operations of $97,713 and $101,057 for the nine months ended June 30, 2026 and 2025, respectively.

As of September 30, 2025 and 2024, respectively, the Company had cash of $234,405 and $100,035, respectively. The Company had cash flow from operations of negative ($165,630) and negative ($58,731) for the years ended September 30, 2025 and 2024, respectively.

Off-Balance Sheet Arrangements.

As of June 30, 2026 and September 30, 2025, the Company did not have any off-balance sheet arrangements as defined in Item 303(b) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

Contractual Obligations and Commitments.

As of September 30, 2025, the Company did not have any contractual obligations. As of June 30, 2026, the Company had entered into a Share Exchange Agreement with Physicians Capital Management Corporation (“Physicians”), pursuant to which the Company agreed to acquire all of the issued and outstanding shares of Physicians in exchange for newly issued equity securities of the Company. As of the date hereof, the Company is contractually bound by the terms, conditions, and commitments contained therein. The Share Exchange Agreement had been executed but the transaction is executory and has not closed.

As of June 30, 2026, the Company received proceeds of $475,000 in unsecured advances from related and unrelated parties for working capital which the Company has no legal obligation to repay. Accordingly, these advances are reflected in the Company’s financial statements as additional paid-in capital. In connection with the Business Combination, Repository Services LLC will transfer 12,016,911 shares of PCMC common stock that it already holds to the contributors under the Advance Agreements, and PCMC will not issue any shares in respect of the Advance Agreements.

Critical Accounting Policies.

Our significant accounting policies are described in the notes to our financial statements.

BUSINESS OF PHYSICIANS

Overview

Physicians Capital Management Corporation ("Physicians") is a Maryland corporation formed on January 31, 2025 as a physician-aligned healthcare real estate investment and development platform. Physicians focuses on the acquisition, development, ownership, and long-term management of medical office buildings, emergency and urgent care facilities, ambulatory surgery centers, and other outpatient healthcare-related real property. Physicians was organized by, and is controlled by Ivie.

Physicians conducts its business through its wholly owned subsidiary, PC Indiana Carmel LLC, an Indiana limited liability company, which holds fee title to Physicians' sole property and serves as landlord under the triple-net lease described below. Other than that property and its related contractual and financing arrangements, Physicians has no other operations or revenues and has no employees.

Business Strategy and Model

Physicians' strategy is to acquire and hold income-producing healthcare real estate leased on a long-term, net-lease basis to healthcare operators, with an emphasis on assets that present stable, recurring rental income supported by essential clinical services. Physicians intends to partner with physician groups and healthcare operators to structure physician-aligned ownership vehicles and, over time, to pursue additional medical office and outpatient healthcare acquisitions. Because Physicians is led by individuals with clinical and healthcare-operating experience, it seeks to integrate clinical, operational, and real estate considerations when evaluating potential assets, including demographic trends, patient-utilization patterns, reimbursement dynamics, and tenant creditworthiness.

Following the Business Combination, the combined company's near-term business will consist solely of owning and managing the Property and collecting rental income under the existing lease. Any expansion beyond the Property will depend on the combined company's access to capital and its ability to identify and finance suitable acquisitions. See "Risk Factors" and "Physicians Management's Discussion and Analysis of Financial Condition and Results of Operations."

Investment Policies

Physicians’ investment objective is primarily to generate recurring rental income from healthcare real estate, with potential capital appreciation as a secondary objective. Physicians intends to pursue acquisitions in the Southeastern and Midwestern United States. In evaluating acquisitions, management considers tenant creditworthiness, lease terms, the suitability and location of the property, local demographics and healthcare demand, acquisition price and the availability and cost of financing. Physicians has not adopted specific limits on the percentage of its assets that may be invested in a single property. Substantially all of Physicians’ real estate investment is currently concentrated in the Carmel Property.

Physicians expects to finance future acquisitions through mortgage borrowings, equity financing and internally generated funds. Physicians has not adopted specified limits on the amount of indebtedness or mortgages that may be incurred with respect to an individual property or its portfolio. Physicians does not presently intend to invest in real estate mortgage loans or securities of unrelated issuers, although it holds its property through a wholly owned subsidiary and may hold future properties through subsidiaries and/or joint ventures, if applicable. These investment policies may be changed by the board without a stockholder vote, subject to applicable law and Physicians’ organizational documents.

The Property

Physicians' sole property is a purpose-built, freestanding medical facility located at 14585 Hazel Dell Parkway, Carmel, Indiana 46033 (the "Carmel Property" or the "Property"). The Property was constructed in 2019 and completed in 2020, contains approximately 11,845 rentable square feet, and is situated on approximately 1.9 acres of land in Hamilton County, Indiana. It is designed and configured for use as a medical office, emergency room, and urgent care facility. PC Indiana Carmel LLC acquired the Property on October 28, 2025. Carmel is an affluent northern suburb of Indianapolis that has experienced significant population growth, and the Property's location provides high-visibility access for patients seeking emergency and urgent care services. The Property is expected to be the combined company's sole material real estate asset immediately following the Closing. For information regarding how the acquisition was financed, see "Physicians Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources."

The Property is fully occupied by the Tenant, which leases 100% of the approximately 11,845 rentable square feet. Management considers the Property suitable and adequate for its current use. Physicians has no current plans for material renovation, improvement or development of the Property. Under the lease, the Tenant is responsible for maintaining specified property insurance. Based on its review of current insurance certificates and applicable coverage, management believes that the Property is adequately covered by insurance as of the date of this filing.

The Tenant and the Lease

The Property is leased to Intuitive Health of Hamilton County, LLC (the "Tenant"), the operating entity for the Riverview Health Emergency Room & Urgent Care – Carmel facility, under a triple-net lease. Under the triple-net structure, the Tenant is generally responsible for substantially all property-level operating expenses, including real estate taxes, insurance, utilities, maintenance, and repairs, in addition to base rent. The lease was assigned to PC Indiana Carmel LLC on October 28, 2025, concurrently with the acquisition of the Property. The Tenant is not a public reporting company and does not provide publicly available audited financial statements or credit ratings, and Physicians has noted certain tenant covenant matters. A summary of the material lease terms — including commencement and expiration dates, base rent, escalations, renewal options, and operating-expense obligations — is set forth under “Summary of the Information Statement/Prospectus—Summary of the Property, Tenant, and Lease” beginning on page 17, and the risks relating to the Tenant and the single-tenant, single-property concentration are described under "Risk Factors — Single-Tenant Concentration Risks."

Property Taxes and Tax Depreciation

The real estate tax rate applicable to the Property for 2026 is 2.6804%, and annual real estate taxes are approximately $335,000. The Tenant is responsible for real estate taxes under the triple-net lease. No material improvements are currently planned. The following table summarizes the Property’s federal income tax basis and tax depreciation as of June 30, 2026.

Competition

Physicians operates in a competitive healthcare real estate market and competes for acquisitions with REITs, private equity funds, institutional investors, health systems, and other real estate companies, many of which have substantially greater financial and other resources. In addition, hospitals, health systems, and large physician groups that own or develop their own facilities may reduce the pool of potential medical tenants and acquisition opportunities. See "Risk Factors — Competition Risks."

Regulation

The Property and the Tenant's operations are subject to extensive federal, state, and local regulation, including healthcare licensure and reimbursement requirements, HIPAA, the Americans with Disabilities Act, zoning and land-use requirements, and environmental laws. Although the Tenant, as the healthcare operator, bears primary responsibility for healthcare regulatory compliance, regulatory developments affecting the Tenant may affect its ability to operate the Property and pay rent. See "Risk Factors."

Environmental Disclosure

A Phase I Environmental Site Assessment of the Property, dated July 18, 2025, was completed prior to Physicians' acquisition of the Property on October 28, 2025 and identified no evidence of recognized environmental conditions. No Phase II Environmental Site Assessment has been conducted with respect to the Property as of the date of this Information Statement/Prospectus. Physicians is not aware of any known environmental conditions, contamination, hazardous substances, underground storage tanks, or other environmental liabilities associated with the Property; however, the absence of a Phase II assessment means that unknown conditions may exist. Investors are advised to review the "Risk Factors—Environmental Risks" section of this Information Statement/Prospectus for a full discussion of environmental risks associated with the Property.

Employees

Physicians currently has no full-time employees. Following the Business Combination, the combined company expects to be managed by its executive officers pursuant to the compensatory arrangements described under “Management of PCMC Following the Business Combination – Compensation of Directors and Executive Officers,” including fractional officer arrangements with its Chief Operating Officer and Chief Financial Officer, in each case until such officers convert to full-time roles at the discretion of the Board of Directors. The combined company currently has no plans to hire additional employees, but may do so as required to manage its operations following the Business Combination.

Legal Proceedings

There is no material litigation, arbitration or governmental proceeding currently pending against us or any of our directors and executive officers in their capacity as such.

From time to time in the ordinary course of business, the combined company may become involved in routine legal proceedings. The combined company does not expect any such routine proceedings to have a material adverse effect on its business, financial condition, or results of operations

PHYSICIANS MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Registration Statement. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below.

Overview

Physicians Capital Management Corporation (“Physicians,” the “Company,” “we,” “us” or “our”) was formed as a Maryland corporation on January 31, 2025. We are a real estate investment company focused on the acquisition, development and management of medical outpatient buildings and other clinical healthcare infrastructure. We conduct our operations through our wholly owned subsidiaries, PC Austin Property LLC and PC Indiana Carmel LLC.

We were in the development and organizational stage during the initial portion of 2025 and did not generate revenue during the periods from January 31, 2025 (Date of Inception) to September 30, 2025. On October 28, 2025, PC Indiana Carmel LLC acquired the healthcare property located at 14585 Hazel Dell Parkway, Carmel, Indiana (the “Property”). Following the acquisition, we commenced generating rental revenue under the long-term lease relating to the Property.

For the three and nine months ended June 30, 2026, substantially all of our revenue was derived from rental income under the lease for the Property. As a result, our current results of operations and cash flows are significantly dependent upon the continued performance of the tenant under that lease.

Key Factors Affecting Our Results of Operations and Liquidity

Our results of operations and financial condition are principally affected by the following factors:

Rental revenue and tenant performance.

Our current revenue is derived from a single property leased to a single tenant. The lease provides for annual increases in base rent of 2.0%. Although these contractual rent increases are expected to increase rental revenue over time, our operating results and liquidity remain substantially dependent on the tenant’s ability and willingness to perform its obligations under the lease.

Acquisition and financing activity.

Our historical results reflect the transition from a development-stage company to an operating real estate business following the acquisition of the Property in October 2025. The acquisition and our other activities have been financed through a combination of mortgage indebtedness, SAFEs, related-person and other borrowings and seller financing. Accordingly, interest expense and our ability to obtain additional financing are important factors affecting our results and liquidity.

Fair value adjustments relating to SAFEs and derivative liabilities.

Certain of our financing instruments are accounted for as liabilities and are subject to periodic fair value measurement. Changes in the fair value of these instruments may result in significant non-cash gains or losses from period to period and may cause our reported net income or loss to fluctuate independently of our operating performance.

Results of Operations

Results of Operations for the Three Months Ended June 30, 2026, compared to Three Months Ended June 30, 2025

The following table summarizes our consolidated results of operations for the three-month periods presented:

Revenue. Revenue was $197,850 for the three months ended June 30, 2026, compared with no revenue for the three months ended June 30, 2025. The increase resulted from rental revenue generated by the Property following its acquisition in October 2025. We had not commenced revenue-generating operations during the corresponding 2025 period.

Depreciation and amortization. Depreciation and amortization expense was $115,809 for the three months ended June 30, 2026, compared with no depreciation and amortization expense for the three months ended June 30, 2025. The increase was attributable to depreciation of the Property and related capitalized assets acquired after September 30, 2025.

General and administrative expenses. General and administrative expenses were $42,680 for the three months ended June 30, 2026, compared with $43,102 for the three months ended June 30, 2025, a decrease of $422, or approximately 1%. General and administrative expenses were substantially unchanged between the periods.

Income (loss) from operations. Income from operations was $39,361 for the three months ended June 30, 2026, compared with a loss from operations of $43,102 for the three months ended June 30, 2025. The improvement primarily resulted from the commencement of rental operations following the acquisition of the Property, partially offset by depreciation and amortization expense.

Other income (expense). Other income was $49,190 for the three months ended June 30, 2026, compared with other expense of $3,119 for the three months ended June 30, 2025. Other income for the 2026 period consisted principally of a $219,502 non-cash gain resulting from changes in the fair value of derivative liabilities, partially offset by $170,312 of interest expense. Other expense during the 2025 period consisted principally of interest expense.

Net income (loss). As a result of the foregoing, we recorded net income of $88,551 for the three months ended June 30, 2026, compared with a net loss of $46,221 for the three months ended June 30, 2025.

Nine Months Ended June 30, 2026 Compared with the Period from January 31, 2025 (Inception) through June 30, 2025

The comparative periods presented below are of different lengths and reflect materially different stages of our business. The nine months ended June 30, 2026 include operations following the October 2025 acquisition of the Property, while the period from January 31, 2025 through June 30, 2025 principally reflects our organizational and pre-revenue activities. Accordingly, the periods are not directly comparable.

Revenue. Revenue was $525,435 for the nine months ended June 30, 2026, compared with no revenue during the period from inception through June 30, 2025. The increase resulted from rental revenue generated following the acquisition of the Property in October 2025.

Depreciation and amortization. Depreciation and amortization expense was $308,825 for the nine months ended June 30, 2026, compared with no depreciation and amortization expense during the 2025 inception period. The increase was attributable to depreciation of the Property and related capitalized assets.

General and administrative expenses. General and administrative expenses increased to $328,264 for the nine months ended June 30, 2026 from $60,422 during the period from inception through June 30, 2025. The increase primarily reflected the expansion of our operations following the acquisition of the Property and increased professional, legal, accounting and other corporate expenses associated with our financing and transactional activities.

Loss from operations. Loss from operations was $111,654 for the nine months ended June 30, 2026, compared with $60,422 during the period from inception through June 30, 2025. Although we commenced generating rental revenue during the 2026 period, that revenue was more than offset by depreciation and amortization and general and administrative expenses.

Other expense. Other expense was $980,011 for the nine months ended June 30, 2026, compared with $3,211 during the period from inception through June 30, 2025. Other expense during the 2026 period was primarily attributable to a $540,992 non-cash loss resulting from changes in the fair value of derivative liabilities and $439,999 of interest expense, partially offset by $980 of interest income.

Net loss. As a result of the foregoing, our net loss was $1,091,665 for the nine months ended June 30, 2026, compared with a net loss of $63,633 during the period from inception through June 30, 2025.

Period from January 31, 2025 (Date of Inception) through September 30, 2025

The period from inception (January 31, 2025) to September 30, 2025 include operations of the company during the start-up phase.

Revenue. Revenue was $0 for the period from inception (January 31, 2025) to September 30, 2025.

General and administrative expenses. General and administrative expenses were $160,189 for the period from inception (January 31, 2025) to September 30, 2025. These primarily resulted from the start-up expenses of the Company.

Loss from operations. Loss from operations was $160,189 for the period from inception (January 31, 2025) to September 30, 2025.

Other expense. Other expense was $24,428 for the period from inception (January 31, 2025) to September 30, 2025 made up mostly of interest expense.

Net loss. As a result of the foregoing, our net loss was $184,617 for the period from inception (January 31, 2025) to September 30, 2025.

Liquidity and Capital Resources

Overview

Our principal liquidity requirements are to fund operating expenses, service our outstanding indebtedness and, to the extent we pursue additional acquisitions, fund the acquisition and development of additional properties. We have historically financed our activities through mortgage financing, SAFEs, related-person and other borrowings and, to a lesser extent following the acquisition of the Property, cash generated from rental operations.

As of June 30, 2026, we had cash of $241,142, compared with $586,283 as of September 30, 2025. As of June 30, 2026, we had current assets of $254,842 and current liabilities of $1,167,900, resulting in a working capital deficit of $913,058.

As of September 30, 2025, we had cash of $586,283 which was the end of the company’s first year end after their formation on January 31, 2025. As of September 30, 2025, we had current assets of $736,283 and current liabilities of $179,602, resulting in working capital of $556,681.

Our ability to satisfy our near-term liquidity requirements depends on cash generated from the Property, the continued availability of financing, including the Ivie Line of Credit described below, and our ability to refinance, extend or repay short-term obligations as they become due. We do not currently have committed sources of liquidity sufficient to satisfy all of our anticipated cash requirements. These conditions, together with our recurring losses and working capital deficit, could adversely affect our ability to satisfy our obligations as they become due. See “—Liquidity Risk.”

Sources of Liquidity and Financing Arrangements

Our principal outstanding financing arrangements as of June 30, 2026 included the Academy Bank mortgage Loan, the Ivie Line of Credit, SAFEs and certain short-term loans.

Academy Bank Loan. In October 2025, PC Indiana Carmel LLC entered into a $8.21 million senior secured mortgage loan with Academy Bank, N.A. in connection with the acquisition of the Property. The loan bears interest at a fixed rate of 6.25% per annum, is amortized over 25 years and matures on October 1, 2030, at which time the remaining outstanding principal and accrued interest will become due. As of June 30, 2026, approximately $8.1 million was outstanding under the loan. The loan is secured by the Property and related collateral. Conrad B. Ivie, the combined company’s Chief Executive Officer, and Physicians have jointly and severally guaranteed the loan on a limited basis under a Limited Guaranty dated October 28, 2025. The Limited Guaranty covers the borrower’s environmental indemnity obligations and the lender’s losses from specified events, such as fraud, misapplication of rents or proceeds, or a bankruptcy filing by the borrower or a guarantor, which could result in liability approaching the full loan balance.

Related Party Financing. Physicians has relied on financing from related persons as part of its historical liquidity strategy. As of June 30, 2026, $1,523,028 of principal was outstanding under a $2.0 million unsecured revolving credit facility provided by Ivie Health Consultants, an entity controlled by Ivie, Physicians’ Chief Executive Officer (the “Ivie Line of Credit”). Prior to September 30, 2026, the Ivie Line of Credit included a lender conversion option; effective September 30, 2026, Physicians and Ivie Health Consultants amended the Ivie Line of Credit to eliminate that conversion option on a prospective basis, and the Ivie Line of Credit continues as a $2.0 million unsecured revolving facility payable solely in cash principal and interest in accordance with its remaining terms. Physicians also had $163,000 outstanding to Specialty Capital Lenders, LLC and $50,000 outstanding to Kyma Capital, Inc., an affiliate of Specialty Capital Lenders. The indebtedness to Specialty Capital Lenders is expected to be converted into 3,750,000 shares of Series B-1 Convertible Preferred Stock in connection with the Closing.

Physicians also had $390,000 outstanding under a demand promissory note issued to Smith First Family LP. Charles Smith, the general partner of Smith First Family LP, has been nominated to serve as a director of the Combined Company upon completion of the Business Combination. Mr. Smith was not a related party of Physicians for purposes of Physicians’ historical financial statements when the loan was entered into; the loan is included here because of Mr. Smith’s expected role with the Combined Company following the Business Combination.

For additional information regarding these arrangements, including their terms and the relationships among the parties, see “Certain Relationships and Related Person Transactions.”

SAFEs. As of June 30, 2026, Physicians had issued SAFEs having an aggregate carrying amount of $2,697,000, together with a related derivative liability of $35,671. The SAFEs do not bear interest and have no stated maturity date. Pursuant to the Share Exchange Agreement, the outstanding SAFEs are required to be converted, cancelled or otherwise settled in accordance with the Closing Capitalization Schedule at or prior to the Closing. For additional information, see “Description of the Transaction Structure” beginning on page 23.

The $790,000 of seller financing incurred in connection with the acquisition of the Property has been repaid in full and is no longer outstanding.

Material Cash Requirements

Our material cash requirements include:

As of the date of this Registration Statement , we have not entered into binding commitments to acquire additional properties.

We expect to seek to satisfy these requirements through a combination of rental cash flows from the Property, available borrowings, additional debt or equity financing and, if the Business Combination is completed, the capital resources available to the Combined Company. There can be no assurance that additional financing will be available when needed or, if available, that it will be available on acceptable terms.

Cash Flows

The following table summarizes our cash flows for the periods presented:

Operating Activities

Net cash provided by operating activities was $170,501 for the nine months ended June 30, 2026, compared with net cash used in operating activities of $175,422 during the period from inception through June 30, 2025.

The change primarily reflected the commencement of rental operations following the acquisition of the Property, together with the effect of non-cash items included in our net loss, including changes in the fair value of derivative liabilities and depreciation and amortization, and changes in operating assets and liabilities.

Investing Activities

Net cash used in investing activities was $4,489,091 for the nine months ended June 30, 2026, compared with no net cash used in investing activities during the period from inception through June 30, 2025. Cash used in investing activities during the 2026 period principally related to the acquisition of the Property and related costs, partially offset by the release of amounts previously held in escrow.

Financing Activities

Net cash provided by financing activities was $3,747,182 for the nine months ended June 30, 2026, compared with $198,845 during the period from inception through June 30, 2025.

Financing cash flows during the nine months ended June 30, 2026 principally consisted of proceeds from the issuances of SAFEs and proceeds from related-person and other borrowings, partially offset by repayments of indebtedness. These financing activities were undertaken principally to fund the acquisition of the Property and our working capital requirements.

Cash Flows

The following table summarizes our cash flows for the periods presented:

Operating Activities

Net cash used in operating activities was $86,699 for the period from inception (January 31, 2025) to September 30, 2025.

Investing Activities

Net cash used in investing activities was $320,000 for the period from inception (January 31, 2025) to September 30, 2025 representing amounts held in escrow.

Financing Activities

Net cash provided by financing activities was $992,982 for the period from inception (January 31, 2025) to September 30, 2025. The Company received $377,982 in related party loans, $582,000 in SAFE Note receipts and a $33,000 loan.

The above resulted in a net increase in cash for the period from inception (January 31, 2025) to September 30, 2025 of $586,283.

Tenant Credit Discussion

The combined company's financial performance will be entirely dependent on the Tenant's ability and willingness to pay rent under the triple-net lease. The legal obligor under the lease is Intuitive Health of Hamilton County, LLC, which is the operating entity for the Riverview Health Emergency Room & Urgent Care – Carmel facility. Intuitive Health of Hamilton County, LLC is not a publicly reporting company, and its financial statements, credit ratings, and creditworthiness are not publicly disclosed. Physicians has noted certain tenant covenant issues with respect to Intuitive Health of Hamilton County, LLC.

The Tenant's ability to pay rent is dependent upon, among other factors: (i) patient volumes at the facility; (ii) reimbursement rates from Medicare, Medicaid, and private insurers; (iii) the Tenant's operating cost structure; (iv) the financial support, if any, from any parent company or guarantor; and (v) the competitive dynamics of the Carmel, Indiana urgent care and emergency services market. The combined company will not have access to the Tenant's financial statements or other non-public financial information and will not be able to independently verify the Tenant's financial condition. Investors should carefully consider the risks associated with single-tenant concentration and Tenant credit risk, as described in "Risk Factors — Single-Tenant Concentration Risks."

Known Trends and Uncertainties Affecting Liquidity

Our future liquidity is expected to be affected by several material trends and uncertainties.

First, our rental revenue is currently derived from a single property and a single tenant. Although the lease provides for a 2.0% annual increase in base rent, any failure by the tenant to make required payments could materially adversely affect our cash flows and ability to service our indebtedness.

Second, the Academy Bank Loan matures on October 1, 2030 and requires payment of the outstanding balance at maturity. Our ability to refinance or repay that obligation will depend on, among other factors, the operating performance and value of the Property and prevailing credit market and interest rate conditions.

Third, we have relied on related-person and other short-term financing to fund a portion of our liquidity requirements. Our ability to continue accessing such financing is not assured. To the extent our existing sources of financing are unavailable or insufficient and we are unable to obtain additional financing, we may be unable to satisfy our obligations as they become due or pursue our growth strategy.

The completion of the Business Combination is expected to affect the composition of our capitalization, including through the conversion, cancellation, assumption or other settlement of certain of our outstanding financing arrangements as described elsewhere in this Registration Statement. However, the Business Combination is subject to closing conditions and there can be no assurance that it will be completed. Accordingly, we do not rely on completion of the Business Combination as the sole basis for our ability to satisfy our liquidity requirements.

Liquidity Risk

For the nine months ended June 30, 2026, we incurred a net loss of $1,091,665, and as of June 30, 2026, we had a working capital deficit of $913,058 and a stockholders’ deficit of $1,266,282.

These conditions could adversely affect our ability to satisfyobligations as they become due, and there can be no assurance that additional financing will be available on acceptable terms or at all.

Our plans to address our liquidity requirements include generating cash flows from rental operations, seeking additional debt or equity financing, utilizing available financing arrangements and completing the Business Combination. Our ability to implement these plans is subject to risks and uncertainties, and there can be no assurance that additional financing will be available on acceptable terms, or at all, or that the Business Combination will be completed. See “Risk Factors—Shell Company Risks” beginning on page 31.

Off-Balance Sheet Arrangements

As of June 30, 2026, we did not have any off-balance sheet arrangements that have had, or are reasonably likely to have, a material current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Estimates

The preparation of our consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and related disclosures.

Our most significant estimates relate to the valuation of the SAFEs and derivative liabilities, which are measured using Level 3 inputs. The valuation of these instruments requires judgments regarding, among other matters, the probability and timing of potential financing, liquidity and business combination events and the terms on which the instruments may convert or otherwise be settled. Changes in these assumptions could materially affect the amounts recognized in our consolidated financial statements.

For additional information regarding our significant accounting policies and the valuation of these instruments, see Notes 1 and 4 to our consolidated financial statements included elsewhere in this Registration Statement.

Recently Issued Accounting Pronouncements

See Note 1 to our consolidated financial statements included elsewhere in this Registration Statement for information regarding recently issued accounting pronouncements and their expected effect, if any, on our consolidated financial statements.

Quantitative and Qualitative Disclosures About Market Risk

Physicians meets the eligibility criteria for the scaled disclosure accommodations available to smaller reporting companies. Accordingly, pursuant to Item 305(e) of Regulation S-K, the quantitative and qualitative disclosures about market risk otherwise required by Item 305 have been omitted.

MANAGEMENT OF PCMC FOLLOWING THE BUSINESS COMBINATION

Biographical Information

The following table sets forth information regarding the individuals who are expected to serve as directors and executive officers of the combined company upon consummation of the Business Combination. The combined company's Board of Directors is expected to consist of Conrad Ivie, M.D., Charles Smith, and Quynh Hoa T. Tran, who do not satisfy the independence requirements. Any director compensation policy adopted in connection with the recruitment of future independent directors will be described in the combined company's subsequent Exchange Act filings. As a result of his beneficial ownership of PCMC capital stock and the voting rights of the Series A Voting Preferred Stock, Ivie is expected to have the right to designate a majority of the combined company’s directors. PCMC’s current sole executive officer and director, Quynh Hoa T. Tran, is expected to resign from all officer positions effective as of the Closing but continue to serve as a director of the combined company. Because this change in a majority of PCMC’s directors is expected to occur other than at a meeting of stockholders, this Information Statement/Prospectus constitutes the information statement being furnished to PCMC’s stockholders pursuant to Rule 14f-1 under the Exchange Act, not less than ten days prior to the date on which the change will occur. Biographical information for each person expected to serve as a director or executive officer of the combined company is set forth following the table.

Conrad B. Ivie, M.D., M.B.A., age 43, is expected to serve as Chairman of the Board and Chief Executive Officer of the Combined Company upon completion of the Business Combination. Ivie founded Physicians Capital Management Corporation in January 2025 and has served as its Chief Executive Officer since its formation. Since August 2015, Ivie has practiced as an orthopedic surgeon specializing in hip and knee reconstruction at Tennessee Orthopaedic Alliance East, an orthopedic medical practice based in Knoxville, Tennessee. Since January 2020, Ivie has served as President of Park West Surgery Center, a physician-owned ambulatory surgery center. Since October 2019, he has served as President of TOC Properties, a medical real estate development company, where he has overseen the development of an ambulatory surgery center and medical office complex. Since April 2023, Ivie has served as President of Alliance Management Services, an ambulatory surgery center operations and management company, and since January 2023, he has served as Founder and President of Ivie Health Consultants, a consulting firm serving medical technology and orthopedic device companies. Ivie has also served as a consultant to Stryker Orthopaedics since 2018. He currently serves as a director of Visie, Inc. and Dominion Hip Solutions, each a privately held medical technology company. Ivie received an M.D. from the University of Tennessee Health Science Center College of Medicine, an M.B.A. from the University of Tennessee College of Business and a B.S. in Biology from the University of Central Missouri. He also completed a fellowship in adult hip and knee reconstruction at the Anderson Orthopaedic Research Institute.

We believe Ivie is qualified to serve as a member of the Combined Company’s board of directors based on his experience in healthcare operations, medical real estate development, ambulatory surgery center management and the orthopedic industry, as well as his experience as the founder and Chief Executive Officer of Physicians.

Quynh Hoa T. Tran, age 68, has served as the sole director and as President and Chief Executive Officer of PCMC since March 24, 2024. Ms. Tran is expected to serve as a director of the Combined Company upon completion of the Business Combination. Her experience encompasses executive leadership, corporate strategy, marketing, business development, technology investing, and public-company and nonprofit board service. During the past five years, Ms. Tran has been a private investor and has served on the advisory boards of several technology startups. Since January 2025, she has also served as a Board Member and President of the Immigrant Resettlement & Cultural Center (“IRCC”), a California nonprofit organization founded in 1978 that operates the Viet Museum in San José. In this capacity, she provides leadership for the organization’s governance, strategic direction, and mission to preserve and share Vietnamese American history, cultural heritage, and the experiences of refugees and immigrants. Ms. Tran previously served as Chief Executive Officer of the American Red Cross—Silicon Valley, Managing Partner of GlobAll Connect LLC, and Chief Marketing and Business Development Officer of Kodak NexPress. These roles span nonprofit leadership, international business, and technology commercialization and complement her experience working with emerging technology companies. She also previously served on the board of directors of MapInfo Corporation, a Nasdaq-listed software company, providing her with prior public-company board experience. Ms. Tran received a Bachelor of Science degree and a Master of Business Administration degree from San Francisco State University.

We believe Ms. Tran is qualified to serve as a member of the Combined Company’s board of directors based on her executive leadership, strategic planning, marketing and business development experience; her experience as a private investor and advisor to technology startups; and her prior public-company board service. Her background across commercial and nonprofit organizations provides additional perspective on organizational leadership, governance, and stakeholder engagement.

Charles Smith, age 69, is expected to serve as a director of the Combined Company upon completion of the Business Combination. Since 1992, Mr. Smith has operated Charles Smith CPA, an accounting and consulting practice based in Rockwall, Texas, through which he provides accounting, tax, financial consulting and business advisory services to privately held businesses across a variety of industries. Mr. Smith has been a Certified Public Accountant since 1981 and is currently licensed in Texas. Mr. Smith received a B.S. in Business, with a concentration in Accounting, from Boston University in 1979.

We believe Mr. Smith is qualified to serve as a member of the Combined Company’s board of directors based on his experience in accounting, tax, financial consulting and business advisory matters, which is expected to provide the board with financial and accounting expertise relevant to the Combined Company’s operations as a public company.

Robert Wilson, age 66, is expected to serve as Chief Financial Officer of the Combined Company upon completion of the Business Combination. Mr. Wilson has more than 35 years of experience in executive management, investment management and corporate finance. From January 2008 to July 2015 Mr Wilson was executive vice president of a TSX listed company Asia Bio Chem Group where he was responsible for capital raising, M&A, financial and regulatory reporting and IR.   In 2015, Mr. Wilson founded Temperance Capital Income Fund, a royalty debt fund, which was sold to a private equity firm in 2019.   From December 2019 to March 2023, Mr. Wilson served as Chief Financial Officer of High Fusion Inc. (formerly Nutritional High International Inc.), a company listed on the Canadian Securities Exchange engaged in developing and manufacturing branded cannabis products for the medical and adult recreational markets under licenses in California. In that role, he was responsible for financial reporting, divestitures, debt restructuring and settlement.  From April 2023 to October 2023, Mr. Wilson served as Chief Financial Officer of Australis Capital Inc., a company listed on the Canadian Securities Exchange, engaged in the cultivation, processing and sale of cannabis in the United States. In that role, he was responsible for management of the financial audit, and an ongoing corporate restructuring.   From October 2023 to September 2024, Mr. Wilson served as Chief Financial Officer of NextMarkets Trading Limited, an MiFID licensed investment firm offering leveraged trading products to retail and professional clients across the EU, with a German parent (nextmarkets AG) and a Seychelles hedging entity sold in 2024.   At NextMarkets Mr. Wilson was responsible for financial reporting, compliance and management of the restructuring and sale process.  Since November 2024, Mr. Wilson has been an advisor to numerous businesses including a US cybersecurity business and a Canadian health and wellness company.     

Earlier in his career, Mr. Wilson held positions in investment banking, investment management and venture capital with First Marathon Securities, BMO Nesbitt Burns, Mackie Research Capital, Yorkton Securities and Working Ventures Canada Fund.   Mr. Wilson received a Bachelor of Commerce (Honours) degree from Carleton University in 1985.

David Hartunian, age 55, is expected to continue to serve as Chief Operating Officer of the Combined Company upon completion of the Business Combination. Since August 2025, Mr. Hartunian has served as Chief Operating Officer of Physicians, where he oversees asset and portfolio management, property operations, leasing, acquisitions, due diligence, capital planning and transaction execution. Since 2013, Mr. Hartunian has also served as the owner and Principal Broker of The Hart Groups, a California-based commercial real estate brokerage and advisory firm providing services relating to commercial real estate leasing, investment sales, property valuation, tenant and landlord representation, acquisitions, dispositions and related advisory matters. From February 2005 through December 2011, Mr. Hartunian served as Asset Manager and Portfolio Manager of Jade Enterprises REIT, a privately held real estate investment organization with a portfolio of commercial properties in California and Nevada, where he oversaw approximately 220 properties and was responsible for asset management, leasing, budgeting, property operations and capital improvements. Mr. Hartunian received a B.S. in Business Management from the W. P. Carey School of Business at Arizona State University.

Compensation of Directors and Executive Officers

As a smaller reporting company, PCMC provides the scaled executive and director compensation disclosure permitted by Item 402 of Regulation S-K. Historical compensation information for Physicians is also presented because Physicians is expected to be the accounting acquirer and its business will become the principal business of the combined company. The table below presents compensation awarded to, earned by or paid to PCMC’s named executive officers for the fiscal years ended September 30, 2025 and 2024 and to Physicians’ named executive officers for the period from its inception on January 31, 2025 through September 30, 2025. The named executive officers include the principal executive officer of each company and any other officer required to be included under Item 402. The PCMC securities issuable to Ivie in exchange for his Physicians shares are transaction consideration, not compensation for services, and are excluded from this table.

Summary Compensation Table

Outstanding Equity Awards at Fiscal Year-End

As of September 30, 2025, the named executive officers held no outstanding options, restricted stock units or other unvested equity awards. The contemplated pre-closing Physicians grant to Mr. Hartunian described below was not an outstanding award at that fiscal-year-end.

Director Compensation

Neither PCMC nor Physicians paid compensation specifically for service as a director during the periods presented, and neither maintains a nonemployee director compensation program. Compensation for services in another capacity is addressed above. Any material director compensation arrangement adopted before Closing will be disclosed when its terms are determined.

Anticipated Compensation Arrangements Following the Business Combination

Mr. Hartunian has served as Physicians’ Chief Operating Officer since August 2025 without having received cash or equity compensation. He has no written employment, consulting or equity award agreement. Physicians intends to grant him an equity interest in Physicians before the Closing in recognition of services and to incentivize continued service. No award has been approved or granted, and its amount, form, vesting conditions and other terms have not been determined. If granted, his Physicians interest would participate in the exchange within the fixed allocation of PCMC securities to Physicians equityholders, as reflected in the Seller Allocation Schedule to be finalized at Closing; the grant would not increase aggregate PCMC exchange consideration. A grant may affect the allocation among Physicians equityholders and individual beneficial-ownership and financial-statement disclosures.

Following the Business Combination, the combined company expects to enter into an employment agreement with Conrad B. Ivie, M.D., as Chief Executive Officer providing for an annual base salary of $100,000 beginning only after completion of one or more equity financings generating at least $3.0 million in aggregate gross proceeds (a “Qualifying Raise”). His salary thereafter would be subject to annual review, with any increase approved by the compensation committee or independent directors. The combined company expects to enter into fractional-officer arrangements with Chief Operating Officer David Hartunian and Chief Financial Officer Robert Wilson providing for $48,000 in annual compensation each beginning upon a Qualifying Raise. If either fractional officer later assumes a full-time role, the board would establish the applicable compensation at that time. These arrangements are anticipated rather than executed agreements; no salary under a proposed arrangement would accrue before its applicable commencement event.

The contemplated pre-closing grant by Physicians to Mr. Hartunian is distinct from any award by PCMC at closing. PCMC does not currently expect to adopt an equity incentive plan or grant new combined-company equity awards to officers at Closing. The combined company expects to consider adopting an equity incentive plan after Closing under which officers, employees and other eligible service providers may receive awards, subject to applicable approvals. No severance, change-in-control or deferred compensation arrangement is currently in effect. Any material director compensation policy established before Closing will be reflected in the transaction disclosure.

Election of Directors and Officers.

Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the Board following the next annual meeting of stockholders and until their successors have been elected and qualified.

Audit Committee.

We do not have an Audit Committee (or any committees of the Board). Because the Board does not have a standing audit committee, it has not designated an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K. The Board believes that, in light of the Company’s size and the limited scope of its current operations, the cost of establishing and maintaining a separately designated audit committee financial expert is not currently justified.

Director Independence.

We do not currently have any independent directors, and none of our directors is expected to qualify as an “independent director” under applicable Exchange Act rules or the listing standards of the exchange or trading market on which PCMC common stock is then quoted or listed upon the Closing. As a result of Ivie's expected beneficial ownership of a majority of PCMC's outstanding voting power following the Closing, we expect to be a “controlled company” under applicable listing standards, which would exempt us from certain board independence requirements to the extent our common stock is listed on an exchange providing such an exemption. We intend to appoint one or more independent directors to our Board of Directors as our business and governance needs evolve following the Closing, although we have not committed to a specific timetable for doing so.

Director Nomination Procedures.

We do not have a nominating committee, and our Board as a whole participates in the consideration of director nominees. Given the size of the Company and its Board, the Board has not adopted a formal policy with regard to the consideration of director candidates recommended by stockholders, and there have been no material changes to the procedures by which stockholders may recommend nominees to the Board.

Board Leadership Structure.

We have chosen to combine the Chief Executive Officer and Board Chairman. As of the date hereof, our sole director is also our Chief Executive Officer and Chief Financial Officer.

Code of Ethics.

Our Board has not adopted a Code of Ethics due to the Company’s size and lack of employees.

Compensation Committee Interlocks and Insider Participation.

We do not have a Compensation Committee, and compensation decisions for our executive officers are made by the full Board. During the last completed fiscal year, none of our executive officers served as a member of the board of directors or compensation committee of any other entity that had an executive officer serving as a member of our Board.

Section 16 Reporting and Compliance

Based solely on a review of Forms 3, 4, and 5 and amendments thereto filed with the SEC, and on written representations from reporting persons, the Company believes that all Section 16(a) filing requirements applicable to its officers, directors, and 10% beneficial owners during the fiscal year ended September 30, 2025 were complied with in a timely manner, except that Repository Services LLC (“Repository’), a beneficial owner of approximately 70% of the Company’s outstanding common stock at the time the Company’s common stock became registered under Section 12 of the Exchange Act did not file a Form 3 at such time. Repository has filed a Form 3 and a Schedule 13D as of the date hereof.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

The following is a description of transactions since Physicians' inception in which Physicians or PCMC has been a party and in which any officer, director, 5% or greater shareholder, or any of their immediate family members has had or may have a direct or indirect material interest:

PCMC

Repository Services LLC Share Position

Repository Services LLC (“Repository”) is the record holder of 23,946,307 shares of the Company’s common stock (the “Share Position”), which it acquired pursuant to a Stock Purchase Agreement dated August 7, 2020, effective as of September 30, 2020. Brian Brick is Repository’s manager and a controlling member.

On or about October 15, 2020, Repository became the record owner of shares that had previously been held for its benefit in the names of Stephen Brock; K. Brock & S. Brock General Partners, Trustee of the Brock Family Trust; K. Brock & S. Brock General Partners, Brock Family Trust UADTD June 24, 1998; and the Brock Irrevocable Trust.

Between August 12, 2020 and September 24, 2020, Repository privately negotiated arrangements with a limited number of investors, including Quynh Hoa T. Tran, under which each investor paid Repository (not the Company) for an economic interest in a portion of the Share Position. Ms. Tran paid $30,000 for her interest, which at the time was purely economic the right to share in the value, appreciation, and other economic benefits of an allocated portion of the Share Position, without a fixed number of underlying shares.

Repository has since calculated and allocated specific share numbers to convert each investor’s economic interest, including Ms. Tran’s, into a defined portion of the Share Position. At Closing, Ms. Tran is expected to be allocated and become the beneficial owner of 758,963 shares of the Company’s common stock in respect of her investment (and will receive an additional 100,000 shares from Repository for no consideration), together representing approximately 0.8% of the Company’s pro forma outstanding common stock.

Specialty Capital Lenders LLC Indebtedness

On August 3, 2020, Specialty Capital Lenders LLC (“Specialty”) was assigned a $350,000 promissory note of the Company (the “Specialty Note”) by the Company’s former noteholder and former chief executive officer. Ronald J. Stauber is Specialty’s manager and controlling member. As of September 30, 2025, the balance of the promissory note outstanding was $350,000.  The balance of accrued interest payable on the note was $94,529 and $84,029 as of September 30, 2025 and 2024.

On August 30, 2025 and October 24, 2025, the Company entered into promissory notes with Physicians (collectively, the “Physicians Note”) in connection with short-term financing arrangements in the principal amounts of $33,000 and $130,000, respectively. Under the Physicians Note, Physicians agreed to repay the outstanding principal, together with simple interest at a rate of 10% per annum, on demand or, if not earlier demanded, on March 31, 2026.

On March 31, 2026, the Company and Specialty entered into a Note Transfer and Debt Settlement Agreement, effective as of February 15, 2026 (the “Settlement Agreement”). Pursuant to the Settlement Agreement, the Company assigned and transferred to Specialty all of the Company’s right, title and interest in and to the Physicians Note, including the $163,000 outstanding principal balance and $5,545 of accrued interest thereon. Accordingly, the aggregate assigned receivable was $168,545.

The assignment of the Physicians Note did not extinguish, forgive or otherwise discharge Physicians’ obligations under the Physicians Note. Rather, following the assignment, Specialty became the holder of the Physicians Note, and Physicians remained obligated to Specialty for the $163,000 assigned principal amount, together with accrued and future interest payable in accordance with the terms of the Physicians Note. As a result of the assignment, the Company no longer held a receivable from Physicians and, as of June 30, 2026, the balance receivable on the Physicians Note by the Company was zero.

As consideration for the assignment of the Physicians Note, the $168,545 aggregate assigned receivable was applied as a partial offset against the amounts owed by the Company to Specialty under the Specialty Note. Immediately before giving effect to the offset, the Specialty Note reflected $350,000 of principal and $98,029 of accrued interest, for an aggregate obligation of $448,029. The $168,545 offset was applied first against accrued interest of $98,029 and then against outstanding principal in the amount of $70,516. Accordingly, following the offset, the Specialty Note had a remaining principal balance of $279,484 and no accrued interest outstanding as of the effective date of the Settlement Agreement.

In connection with the Settlement Agreement, the Company and Specialty amended the Specialty Note. The amended Specialty Note bears interest at 4% per annum on the remaining principal balance of $279,484, provides that no interest accrues from February 1, 2026 through June 30 , 2026, and matures on December 31, 2026. The amendment reduced the Company’s near-term interest and repayment obligations by providing an interest-free period, reducing the stated interest rate on the remaining indebtedness, and establishing a new maturity date.

The Settlement Agreement did not result in a material immediate net effect on the Company’s net assets, assuming the Physicians Note receivable and the corresponding Specialty Note obligation were carried at their stated amounts. However, the Settlement Agreement eliminated the Company’s $168,545 receivable from Physicians, reduced the Company’s aggregate obligation to Specialty by the same amount, and substituted Specialty for the Company as the creditor under the Physicians Note. The transaction also changed the economic terms of the Company’s remaining obligation to Specialty as described above.

At the Closing of the proposed Business Combination, Specialty is expected to receive 3,750,000 shares of the Company’s Series B-1 Convertible Preferred Stock in full satisfaction, cancellation and extinguishment of all indebtedness then owing by the Company to Specialty under the amended Specialty Note, including the revised principal amount of $279,484 and all accrued and unpaid interest thereon through the Closing Date, and all indebtedness then owing by Physicians to Specialty under the Physicians Note (aggregate principal amount of $163,000 and all accrued and unpaid interest thereon). The Series B-1 Convertible Preferred Stock will be convertible into an aggregate of 15,000,000 shares of the Company’s common stock, based on a conversion ratio of four shares of common stock for each share of Series B-1 Convertible Preferred Stock.

On an as-converted basis, the shares issuable to Specialty are expected to represent approximately 6.1% of the Company’s outstanding common stock on a fully diluted basis. Based on the aggregate payoff amounts of the Specialty Note and the Physicians Note of approximately $460,984 as of September 30, 2026, the transaction implies an approximate value of $0.031  per common-share equivalent, which is substantially below recent trading prices of the Company’s common stock. The debt-cancellation transaction was negotiated with Specialty, an entity controlled by Ronald J. Stauber, and may not have been consummated on terms equivalent to those that could have been obtained in an arm’s-length transaction.

Physicians

Related-Party Loans.

As described above, Physicians has outstanding indebtedness involving related persons and, in one case, a person who is expected to become a related person upon completion of the Business Combination.

As of June 30, 2026, Physicians had outstanding indebtedness of $1,523,028 of principal under the Ivie Line of Credit (a carrying amount of $1,464,212, net of a related debt discount of $58,816) , payable to Ivie Health Consultants, an entity controlled by Ivie, Physicians’ Chief Executive Officer. Prior to September 30, 2026, the Ivie Line of Credit included a lender conversion option entitling Ivie Health Consultants to convert outstanding amounts into equity securities of Physicians on terms 5% more favorable than those available to the Physicians SAFE holders. Effective September 30, 2026, Physicians and Ivie Health Consultants amended and restated the Ivie Line of Credit to eliminate this conversion option on a prospective basis; as amended, the Ivie Line of Credit remains a $2.0 million unsecured revolving credit facility payable solely in cash principal and interest in accordance with its remaining terms, and is no longer convertible into equity securities of Physicians, PCMC, or the combined company. For a description of the terms of the Ivie Line of Credit, including the applicable interest rates, maturity date and repayment terms, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Physicians—Sources of Liquidity and Financing Arrangements—Related Party Financing.” Because Ivie controls both Physicians and Ivie Health Consultants, the Ivie Line of Credit was not negotiated on an arm’s-length basis and may not reflect terms that would have been available from an unaffiliated lender. The PCMC Board of Directors reviewed the Ivie Line of Credit and related arrangements and determined that their terms are fair and reasonable to the Combined Company, taking into account, among other things, the availability of capital from unaffiliated sources and the Combined Company’s anticipated liquidity needs. 

Physicians also has outstanding indebtedness of (i) $163,000 payable to Specialty Capital Lenders, LLC — a company controlled by Ronald J. Stauber, PCMC's legal counsel, who is also a 50% member of Repository Services LLC (“Repository”), PCMC's majority stockholder, which indebtedness is expected to be converted into 3,750,000 shares of Series B-1 Convertible Preferred Stock in connection with the Closing; (ii) $50,000 payable to Kyma Capital, Inc., an affiliate of Repository, under a short-term loan; and (iii) $390,000 payable to Smith First Family LP under a demand promissory note dated April 14, 2026, bearing interest at a rate of 10% per annum. Charles Smith is the general partner of Smith First Family LP. 

Mr. Smith is not currently a director or executive officer of, or a beneficial owner of more than 5% of the outstanding voting securities of, Physicians or PCMC and was not a related party of Physicians for purposes of its historical financial statements when the Smith First Family LP loan was entered into. Mr. Smith has been nominated to serve as a director of the Combined Company upon completion of the Business Combination. Accordingly, the Smith First Family LP loan is disclosed in this section in light of Mr. Smith’s expected role as a director of the Combined Company. The Smith First Family LP loan remains outstanding and is expected to be assumed by the Combined Company in connection with the Business Combination.

Separately, the $790,000 of seller financing obtained in connection with Physicians’ acquisition of the Property, which was personally guaranteed by Ivie, has been satisfied in full and is no longer outstanding.

Statement of Policy Regarding Transactions with Related Persons

PCMC’s common stock is currently quoted on the OTCID market operated by OTC Markets Group Inc. OTCID does not require PCMC to maintain a standing audit committee, and PCMC does not currently maintain, and does not expect to establish following the completion of the Business Combination, a separate standing audit committee. In the absence of a separate audit committee, the full Board of Directors will perform the functions otherwise customarily performed by an audit committee, including the oversight of PCMC’s independent registered public accounting firm, to the extent required by applicable law and SEC rules.

Effective upon completion of the Business Combination, PCMC will adopt a written related-party transactions policy. Subject to the exceptions specified in that policy, the policy will provide that no related-party transaction may be entered into without the prior approval of a majority of PCMC’s disinterested directors. For purposes of the policy, a “related party” will include PCMC’s directors, executive officers, director nominees, beneficial owners of more than 5% of any class of PCMC’s voting securities, the immediate family members of any such person, and any entity in which any such person has a material interest or serves as an executive officer, general partner, managing member or in a similar capacity.

DESCRIPTION OF CAPITAL STOCK

Authorized Capital Under Nevada Law

PCMC is a corporation organized under the laws of the State of Nevada. The following is a summary of PCMC's capital stock as authorized under its Articles of Incorporation (as amended) and the Nevada Revised Statutes ("NRS"). This summary does not purport to be complete and is qualified in its entirety by reference to PCMC's Articles of Incorporation, Certificate of Designations, and Bylaws, copies of which are filed as Exhibits 3.1 through 3.5, 3.7 and 3.6,  respectively, to this Registration Statement, and by the applicable provisions of the NRS.

PCMC's Articles of Incorporation authorize the issuance of 500,000,000 shares of common stock, $0.001 par value per share, and 50,000,000 shares of preferred stock, $0.001 par value per share. As of the date hereof there were 34,276,816 shares of common stock issued and outstanding and no shares of preferred stock issued and outstanding.

Common Stock

Each outstanding share of PCMC common stock entitles the holder thereof to one vote on all matters submitted to a vote of stockholders, including the election of directors. Holders of common stock do not have cumulative voting rights. Subject to the rights, if any, of the holders of outstanding shares of preferred stock, holders of common stock are entitled to receive dividends, if any, as may be declared from time to time by the Board of Directors out of legally available funds. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of PCMC, the holders of common stock are entitled to share ratably in the net assets available for distribution after payment of all liabilities and the satisfaction of all liquidation preferences of any outstanding preferred stock. Holders of common stock have no preemptive, conversion, redemption, or subscription rights.

Preferred Stock

PCMC's Articles of Incorporation authorize the Board of Directors to issue up to 50,000,000 shares of preferred stock in one or more series and to determine the voting powers, designations, preferences, limitations, restrictions, and relative rights of each series of preferred stock, without shareholder approval. The issuance of preferred stock could adversely affect the voting power of holders of PCMC common stock and could have the effect of delaying, deferring, or preventing a change in control of PCMC. As of the date of this Information Statement/Prospectus, there are no shares of preferred stock issued and outstanding.

Article 4 expressly authorizes the Board, without further stockholder approval (except as may be required by applicable law, our Articles of Incorporation and Bylaws, or any securities exchange on which our securities may then be listed), to create one or more classes or series of preferred stock and to establish the designations, powers, preferences and rights of, and the qualifications, limitations or restrictions applicable to, each such class or series by adopting and filing certificates of designation under NRS 78.195 and 78.1955.

This “blank-check” preferred stock authority is intended to give the Board broad flexibility to structure future equity or equity-linked financings or other transactions, including securities with dividend or liquidation preferences, conversion or redemption features, or other terms negotiated with investors.

As of the date hereof, for purposes of the Share Exchange Agreement, the Company approved and adopted the Certificate of Designation designating the following series of preferred stock with the rights, preferences, privileges, and limitations set forth below and in the forms to be filed with the Nevada Secretary of State (a) Series A Voting Preferred Stock: 1,000,000 authorized shares, (b) Series B-1 Convertible Preferred Stock 25,000,000 authorized, and (c) Series B-2 Convertible Preferred Stock 10,000,000 authorized shares.

(a) No fractional shares of Series A Preferred shall be issued. Shares of Series B-1 Preferred and Series B-2 Preferred may be issued in fractional shares.

(b) Voting Rights.

(1) Voting with Common. The holders of Series A Preferred Stock shall, as a class, be entitled to a number of votes equal to two (2) times the sum of (i) the total number of shares of Common Stock issued and outstanding at the time of any election or vote by the shareholders, plus (ii) the number of votes allocated to shares of any other class of Preferred Stock then issued and outstanding that has voting rights. Except as otherwise provided herein or as required by law, the holders of Series B-1 Preferred and Series B-2 Preferred shall vote together with the holders of the Common Stock as a single class on all matters submitted to a vote of the shareholders.

(2) One Vote Per Share for B-1 and B-2. On each such matter, each share of Series B-1 Preferred and Series B-2 Preferred shall entitle the holder thereof to one (1) vote per share, being the same number of votes as one share of Common Stock.

(c) Dividends. Except as required by applicable law, the holders of Series B-1 Preferred and Series B-2 Preferred shall not be entitled to receive any dividends or distributions unless and until their shares have been converted into Common Stock in accordance with the applicable Certificate of Designation, after which they shall participate in dividends solely in their capacity as holders of Common Stock and on the same basis as the Common Stock.

(d) Liquidation. Upon any voluntary or involuntary liquidation, dissolution or winding-up of the Company, the holders of Series B-1 Preferred and Series B-2 Preferred shall not be entitled to any liquidation preference and shall participate, if at all, only to the extent they have converted their shares into Common Stock in accordance with the applicable Certificate of Designation, and then solely in their capacity as holders of Common Stock and on the same basis as the Common Stock.

(e) Conversion and Adjustments (B-1 and B-2 Only).

(1) Conversion Ratio. Each one share of Series B-1 Preferred shall be convertible into four fully paid and nonassessable shares of Common Stock and each one share of Series B-2 Preferred shall be convertible into eight fully paid and nonassessable shares of Common Stock (the “Conversion Ratio”), subject only to proportional adjustments for stock splits, stock dividends, combinations and similar recapitalizations affecting the Common Stock.

(2) Optional Conversion of Series B-1 Preferred (18-Month). Each share of Series B-1 Preferred shall be convertible, at the option of the holder thereof, at any time on or after the date that is eighteen (18) months following the original issue date of such share, into that number of shares of Common Stock determined by applying the Conversion Ratio then in effect.

(3) Optional Conversion of Series B-2 Preferred (24-Month). Each share of Series B-2 Preferred shall be convertible, at the option of the holder thereof, at any time on or after the date that is twenty-four (24) months following the original issue date of such share, into that number of shares of Common Stock determined by applying the Conversion Ratio then in effect.

(4) Adjustment for Stock Splits and Similar Events. In the event the Company shall (i) pay a dividend or make a distribution on its outstanding shares of Common Stock in shares of Common Stock, (ii) subdivide or split its outstanding shares of Common Stock, or (iii) combine or consolidate its outstanding shares of Common Stock into a smaller number of shares, then in each such case the Conversion Ratio shall be adjusted proportionately so that each one hundred (100) shares of Series B-1 Preferred and Series B-2 Preferred shall thereafter be convertible into the number of shares of Common Stock that a holder of one hundred (100) shares of Common Stock would have owned immediately following such event.

(5) Automatic Conversion Upon Reorganization Event. If the Company undergoes any reorganization, recapitalization, reclassification, consolidation, merger, share exchange, or sale of all or substantially all of its assets in which the Common Stock is converted into or exchanged for securities, cash or other property (a "Reorganization Event"), each outstanding share of Series B-1 Preferred and Series B-2 Preferred shall automatically convert into Common Stock at the then-applicable Conversion Ratio immediately prior to consummation of the Reorganization Event, whether or not the applicable 18-month or 24-month holding period has elapsed, and each holder shall receive the same per-share consideration payable in respect of Common Stock in the Reorganization Event; provided that the holders of a majority of the outstanding shares of the applicable series, voting as a separate class, may instead approve assumption of that series by the surviving or acquiring entity on substantially equivalent terms.

(f) Conversion of Series A Preferred Stock. Each share of Series A Voting Preferred Stock shall be convertible, at the option of the holder, at any time and from time to time, into one (1) fully paid and nonassessable share of Common Stock, subject to proportional adjustment for stock splits, combinations, and similar recapitalizations affecting the Common Stock. A holder electing to convert must convert all, and not less than all, of such holder's shares of Series A Voting Preferred Stock in a single conversion. In addition, upon the earlier to occur of (i) the approval by The Nasdaq Stock Market LLC (or any successor national securities exchange) of PCMC’s initial application to list its Common Stock for trading, or (ii) the first date on which shares of PCMC’s Common Stock are listed for trading on any national securities exchange, each outstanding share of Series A Voting Preferred Stock shall automatically convert into one (1) share of Common Stock, whereupon all shares of Series A Voting Preferred Stock shall be cancelled and the rights, preferences, and privileges of the Series A Voting Preferred Stock, including the voting rights described above, shall terminate.

(g) Protective Provisions. So long as any shares of Series A Voting Preferred Stock are outstanding, the Company may not, without the prior written consent of holders of a majority of the outstanding Series A Voting Preferred Stock, alter or change the rights, preferences or privileges of the Series A Voting Preferred Stock in a manner adverse to its holders. So long as any shares of Series B-1 Preferred or Series B-2 Preferred, as applicable, are outstanding, the Company may not, without the prior written consent of holders of a majority of the outstanding shares of the applicable series, voting as a separate class, amend, alter or repeal any provision of the Company's Articles of Incorporation (including the applicable Certificate of Designation) or Bylaws in a manner that adversely affects the rights, preferences, privileges or powers of that series. Certain provisions of the NRS could discourage or delay a change in control of PCMC, including the following:

Control Share Acquisitions (NRS 78.378 to 78.3793).

Sections 78.378 through 78.3793 of the NRS govern the acquisition of a “controlling interest” in certain Nevada corporations. These provisions apply to an “issuing corporation,” which is defined as a Nevada corporation that, as of the applicable date, (i) has 200 or more stockholders of record, at least 100 of whom have had addresses in Nevada appearing on the corporation’s stock ledger at all times during the immediately preceding 90-day period, and (ii) conducts business in Nevada directly or through an affiliated corporation.

A “controlling interest” generally means ownership of outstanding voting shares sufficient to enable the acquiring person, individually or in association with others, directly or indirectly, to exercise (i) one-fifth or more but less than one-third, (ii) one-third or more but less than a majority, or (iii) a majority or more of the voting power of the corporation in the election of directors. Subject to certain exceptions, an acquiring person generally may exercise voting rights with respect to “control shares” only to the extent such voting rights are conferred by the stockholders of the issuing corporation in accordance with the procedures prescribed by the NRS.

Although the Company is incorporated in Nevada, the Company does not currently satisfy the statutory definition of an “issuing corporation” under NRS 78.3788 and, accordingly, the control share acquisition provisions of NRS 78.378 through 78.3793 do not currently apply to the Company. If the Company satisfies the statutory requirements for an “issuing corporation” in the future, these provisions may become applicable unless the Company has otherwise validly elected not to be subject to them in accordance with the NRS.

Business Combinations with Interested Stockholders (NRS 78.411 to 78.444).

Sections 78.411 through 78.444 of the NRS generally restrict certain “combinations” between a Nevada corporation having 200 or more stockholders of record, referred to as a “resident domestic corporation,” and an “interested stockholder,” generally defined as a person who beneficially owns, directly or indirectly, 10% or more of the corporation’s outstanding voting power. Subject to certain exceptions, these provisions prohibit a resident domestic corporation from engaging in a combination with an interested stockholder for two years after the person first becomes an interested stockholder unless, among other things, the board of directors approved the combination or the transaction by which the person became an interested stockholder before the person first became an interested stockholder.

PCMC has not elected to opt out of NRS 78.411 through 78.444. As of the date hereof, PCMC has approximately 90 stockholders of record, which is below the 200-stockholder-of-record threshold required to constitute a “resident domestic corporation” under these provisions, and PCMC therefore does not believe these provisions currently apply to it. In addition, to the extent PCMC is or becomes a “resident domestic corporation” subject to these provisions, because the PCMC Board approved the Business Combination before Ivie became an interested stockholder, these provisions do not prohibit the Business Combination. The provisions may, however, apply to certain future combinations involving PCMC and an interested stockholder and could have the effect of delaying, deferring or preventing certain transactions involving a change in control of PCMC.

Comparison of Rights of Physicians Stockholders and PCMC Shareholders

In connection with the Business Combination, the shareholders of Physicians will surrender their equity interests in a privately held Maryland corporation and receive securities of PCMC, a public reporting company organized under the laws of the State of Nevada. As a result, the rights of the former Physicians shareholders will change in certain material respects. Because each Physicians shareholder is a voluntary signatory to the Share Exchange Agreement and has consented to the exchange in an individual capacity, a full statutory comparison of shareholder voting and approval mechanics is of limited relevance; however, the following summary highlights certain material differences in the rights and circumstances of holders before and after the Business Combination. This summary does not purport to be complete and is qualified in its entirety by reference to PCMC’s Articles of Incorporation and Bylaws, the applicable provisions of the Nevada Revised Statutes (the “NRS”) and the Maryland General Corporation Law (the “MGCL”), and the certificates of designation governing the PCMC Preferred Stock, copies or forms of which are filed as exhibits to this Registration Statement.

Governance and Reporting.

Prior to the Business Combination, Physicians shareholders hold interests in a private company that is not subject to the reporting, disclosure, corporate governance and internal control requirements of the federal securities laws. Following the Business Combination, former Physicians shareholders will hold securities of a public company that is subject to the periodic and current reporting requirements of the Exchange Act, the requirements of the Sarbanes-Oxley Act, and the other obligations applicable to public reporting companies, and that is subject to the restrictions applicable to current and former shell companies described elsewhere in this Information Statement/Prospectus. As a public-company security holder, a former Physicians shareholder will benefit from the availability of public disclosure regarding PCMC but will also be subject to the risks and limitations associated with holding securities of a small, single-asset former shell company.

Differences Between Maryland and Nevada Corporate Law.

The rights of Physicians shareholders are currently governed by the MGCL and Physicians’ governing documents, while the rights of PCMC shareholders (including former Physicians shareholders after the Closing) are governed by the NRS and PCMC’s Articles of Incorporation and Bylaws. Although the MGCL and the NRS contain many comparable provisions, they differ in certain respects relevant to shareholder rights, including the standards governing director and officer liability and exculpation, the scope of mandatory and permissive indemnification, the mechanics of shareholder voting and action by written consent, the availability and procedures for appraisal or dissenters’ rights, and the anti-takeover provisions applicable to control share acquisitions and business combinations with interested stockholders. See ”—Authorized Capital Under Nevada Law” for a description of certain NRS provisions applicable to PCMC.

Nature of Consideration.

In the Business Combination, Physicians shareholders will surrender shares of Physicians common stock and will receive a combination of PCMC common stock and, in the case of Ivie, PCMC Preferred Stock. The PCMC common stock carries one vote per share and the economic and other rights described under ”—Common Stock.” The PCMC Preferred Stock being issued to Ivie has rights, preferences and privileges that differ materially from those of the Physicians common stock being surrendered, including, in the case of the Series A Voting Preferred Stock, enhanced voting rights, and, in the case of the Series B-1 and Series B-2 Convertible Preferred Stock, conversion, dividend participation and liquidation rights described under ” —Preferred Stock.” As a result, the relative voting power and economic interests of the former Physicians shareholders following the Closing will differ from their relative interests in Physicians prior to the Business Combination.

Trading Symbol and Market

Our common stock is currently quoted on the OTCID market operated by OTC Markets Group Inc. under the symbol PCMC. Prior to July 1, 2025, our common stock was quoted on the Pink Sheets. There is no market for our preferred stock, and no shares of preferred stock have been issued or are outstanding.

There is no established public trading market for the shares of Physicians common stock. Following the Business Combination, the PCMC common stock received by former Physicians shareholders will be quoted on the OTCID market operated by OTC Markets Group Inc. under the symbol “PCMC,” although the trading market for PCMC common stock is limited and illiquid, the common stock is a penny stock, and resales are subject to the restrictions applicable to securities of current and former shell companies, including, in the case of Ivie and the Employee Stockholders, the restrictions applicable to restricted securities held by affiliates under Rule 144. Accordingly, while the PCMC common stock is quoted on a public market, holders should not assume that a liquid trading market will exist or be sustained. See “Risk Factors - Liquidity and Market Risks” and “Securities Act Restrictions on Resale of PCMC Common Stock.”

SECURITIES ACT RESTRICTIONS ON RESALE OF PCMC COMMON STOCK

Pursuant to Rule 144 under the Securities Act (“Rule 144”), a person who is not, and has not been for at least three months, an affiliate of PCMC may resell restricted shares of PCMC Common Stock after having beneficially owned and fully paid for such shares for at least six months without registration under the Securities Act, provided that PCMC is, and has been for at least 90 days immediately before the sale, subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and has satisfied the current-public-information requirement of Rule 144, including by having filed all reports required under Section 13 or 15(d) of the Exchange Act during the 12 months preceding the sale (or for such shorter period as PCMC was required to file such reports), other than Form 8-K reports, and submitted all required Interactive Data Files during that period.

Persons who have beneficially owned restricted shares of PCMC Common Stock who are affiliates of PCMC at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:

Sales by affiliates of PCMC under Rule 144 are also subject to the applicable manner-of-sale requirements, notice requirements on Form 144 and other conditions of Rule 144. A Form 144 notice generally is required only if the proposed sale during any three-month period exceeds 5,000 shares or has an aggregate sales price greater than $50,000.

Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies

Rule 144 is not available for the resale of securities initially issued by an issuer that is, or at any time previously was, a shell company (other than a business combination related shell company). However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:

Accordingly, provided that PCMC has ceased to be a shell company, is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, has timely filed all required Exchange Act reports and other materials during the applicable period (other than Current Reports on Form 8-K), and has filed current Form 10 information with the SEC reflecting that PCMC is no longer a shell company, Rule 144 may become available for resales of PCMC Common Stock by Ivie and the Employee Stockholders no earlier than one year after the filing of such Form 10 information. Any such resale will remain subject to the other applicable requirements of Rule 144, including, for persons who are affiliates of PCMC at the time of sale or were affiliates during the preceding three months, the current-public-information, volume, manner-of-sale and Form 144 notice requirements, as applicable.

MARKET FOR COMMON STOCK

Trading Market

PCMC's common stock is currently traded on the OTCID maintained by the OTC Markets Group, Inc under the symbol PCMC. As of the date hereof, there is a limited established public trading market for PCMC's common stock. The following table sets forth the high and low sales prices (or bid prices, as applicable) for PCMC's common stock for each fiscal quarter during the periods indicated: For the periods prior to the fiscal year commencing October 1, 2024, the following table sets forth the high and low bid prices per share of common stock. The prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions. For the period commencing on October 1, 2024, the table sets forth the high closing bid and low closing bid prices per share of common stock and reflect unsolicited customer orders.

Shareholders may experience difficulty buying or selling shares of PCMC common stock and should consider their investment as illiquid for an indefinite period. See "Risk Factors - Liquidity and Market Risks."

Holders of Record

As of the date hereof, approximately 90 stockholders of record (including Cede & Co., the nominee of The Depository Trust Company) held our shares of common stock. The actual number of beneficial shareholders of our common stock is greater than the number of record holders due to shares held in "street name" by brokers, dealers, banks, and other intermediaries.

Dividend Policy

PCMC has not paid any cash dividends on its common stock since its inception and does not intend to pay any cash dividends on its common stock in the foreseeable future. The combined company intends to retain all available cash flow to service its debt obligations and fund its operations. Any future determination to pay dividends will be at the discretion of the combined company's board of directors, subject to applicable law and the terms of the Academy Bank Loan agreement and other debt instruments. 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of PCMC common stock as of October 10, 2026 (the most recent practicable date), and on a pro forma basis after giving effect to the Business Combination, for (i) each person known to PCMC to beneficially own more than 5% of PCMC's outstanding common stock, (ii) each director and executive officer of PCMC, and (iii) all directors and executive officers of PCMC as a group. Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act and includes voting or investment power with respect to the shares, together with any shares the holder has the right to acquire within 60 days, including upon conversion of convertible securities. The Series A Voting Preferred Stock is convertible at the option of the holder, at any time, into common stock on a one-for-one basis. Accordingly, the 1,000,000 shares of common stock are issuable upon conversion of Dr. Ivie's Series A Voting Preferred Stock are included in his pro forma beneficial ownership. The Series B-1 and Series B-2 Convertible Preferred Stock first become convertible 18 and 24 months, respectively, after issuance, so no shares issuable upon their conversion are included in the table. Fully diluted, as-converted holdings and combined voting power are set forth in footnote (9). Except as otherwise indicated, the persons named in the table have sole voting and investment power with respect to all shares shown as beneficially owned by them.(1)

Beneficial Ownership of Repository Services LLC and Underlying Investors

Repository Services LLC ("Repository") is the record holder of 23,946,307 shares of PCMC common stock. At or within twenty days after the Closing, Repository expects to deliver 17,959,730 of those shares, representing 75% of its holdings, to the persons listed below. These deliveries are transfers by Repository from its existing holdings. PCMC is not a party to them and will not issue any shares in connection with them. The investment-based allocations are derived pro rata from an aggregate investment pool of $702,000, at approximately 25.29876 shares per dollar invested. The table below shows the shares to be delivered to each recipient and the percentage of PCMC common stock each recipient will hold on a pro forma basis, based on 102,843,184 shares expected to be outstanding immediately after the Closing. No recipient will beneficially own 5% or more of PCMC's pro forma outstanding common stock.

* Less than 0.1%.

LEGAL MATTERS

Certain legal matters relating to the validity of the shares of PCMC Common Stock covered by this Registration Statement will be passed upon for PCMC by Dieterich & Associates, Los Angeles, California. In connection with the Business Combination, the following legal opinions will be provided: (i) an opinion as to the validity of the shares of Common Stock to be issued, filed as Exhibit 5.1 to this Registration Statement.

EXPERTS

The financial statements of Public Company Management Corporation as of September 30, 2025 and 2024, and for each of the years then ended, and for which the report thereon contains an explanatory paragraph which describes the conditions that raise substantial doubt about the ability of PCMC to continue as a going concern, appearing in this prospectus and registration statement have been audited by L J Soldinger Associates, LLC, an independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as an expert in accounting and auditing.

The financial statements of Physicians Capital Management Corporation as of September 30, 2025 and for the period from January 31, 2025 (Inception) through September 30, 2025, appearing in this prospectus and registration statement have been audited by L J Soldinger Associates, LLC, an independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as an expert in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

PCMC files annual, quarterly, and current reports and other information with the SEC as required by the Exchange Act. Such reports and other information contain business and financial information about PCMC. Because PCMC is a reporting shell company, its Exchange Act reports are not incorporated by reference into this Information Statement/Prospectus or the Registration Statement of which it forms a part; instead, all required information regarding PCMC is included directly in this Information Statement/Prospectus. You may access PCMC’s SEC filings free of charge on the SEC’s website at http://www.sec.gov. The information contained on, or that can be accessed through, the website are not part of, and are not incorporated by reference into, this Information Statement/Prospectus.

Physicians’ is not subject to Exchange Act reporting requirements and does not file reports or other information with the SEC. Physicians maintains a website at physicianscapital.com. Information contained on or available through Physicians’ website shall not be deemed to be incorporated in this Information Statement/Prospectus and does not form a part of this Information Statement/Prospectus.

Information and statements contained in this Information Statement/Prospectus or any Annex to this Information Statement/Prospectus are qualified in all respects by reference to the copy of the relevant contract or other Annex filed as an exhibit to the Registration Statement of which this Information Statement/Prospectus forms a part, which includes exhibits incorporated by reference from other filings made with the SEC.

All information contained in this Information Statement/Prospectus relating to PCMC has been supplied by PCMC and all such information relating to Physicians has been supplied by Physicians. Information provided by one does not constitute any representation, estimate or projection of any other.

INDEX OF FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of Public Company Management Corporation

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Public Company Management Corporation (the Company) as of September 30, 2025 and 2024, and the related statements of operations, stockholders’ deficit, and cash flows for the year than ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period September 30, 2025, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt About the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2, the Company has incurred losses since inception, incurred a net loss of $103,817 during the current year, had a working capital deficit of $207,161 and an accumulated deficit of approximately $5,736,177 as of September 30, 2025, and currently has no ongoing operations. These facts raise substantial doubt as to the Company’s ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Emphasis of Matter - Restatement of Financial Statements

As discussed in Note 9 to the financial statements, the accompanying financial statements as of September 30, 2024 and for the year then ended, have been restated to correct misstatements.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

PUBLIC COMPANY MANAGEMENT CORPORATION

BALANCE SHEETS

The accompanying notes are an integral part of these financial statements.

PUBLIC COMPANY MANAGEMENT CORPORATION

STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of these financial statements.

PUBLIC COMPANY MANAGEMENT CORPORATION

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

For the Year Ended September 30, 2025

For the Year Ended September 30, 2024

 The accompanying notes are an integral part of these financial statements.

PUBLIC COMPANY MANAGEMENT CORPORATION

STATEMENTS OF CASH FLOWS