Monitor for any subsequent filings indicating actual issuance of these preferred shares — the super-voting Series A shares would concentrate control, while Series B-1/B-2 conversions would massively dilute common holders. The 18-24 month conversion lock means any dilution from conversions is deferred, but the overhang is significant.
Price Chart
Executive Summary
Public Company Management Corp. filed a Certificate of Designation establishing three new series of preferred stock: Series A Voting Preferred Stock (1,000,000 shares), Series B-1 Convertible Preferred Stock (25,000,000 shares), and Series B-2 Convertible Preferred Stock (10,000,000 shares). The Series A Preferred Stock carries super-voting rights equal to two times the sum of outstanding common and voting preferred shares, effectively granting its holders majority voting control. The Series B-1 and B-2 shares are convertible into common stock at 4:1 and 8:1 ratios respectively, with conversion locked for 18 and 24 months. No shares have been issued yet, but the authorization creates a massive potential dilution overhang (up to 230 million common shares if all converted) and a fundamental shift in voting control.
Key Facts
- Established 1,000,000 shares of Series A Voting Preferred Stock with super-voting rights equal to 2x (outstanding common + voting preferred shares), giving it ~2/3 of total voting power
- Established 25,000,000 shares of Series B-1 Convertible Preferred Stock, convertible into 4 common shares each after 18 months (up to 100M common shares)
- Established 10,000,000 shares of Series B-2 Convertible Preferred Stock, convertible into 8 common shares each after 24 months (up to 80M common shares)
- Total potential dilution from conversion: up to 180 million common shares from Series B-1 and B-2 combined
- Series A automatically converts to common stock upon Nasdaq listing or national exchange listing, terminating super-voting rights
- No shares of any series have been issued as of the filing date
- 14,000,000 shares of authorized preferred stock remain undesignated
Financial Impact
Authorization of up to 36 million preferred shares with conversion rights creating potential dilution of up to 180 million common shares; no issuance yet so no immediate financial impact
Risk Factors
- Massive potential dilution: full conversion of Series B-1 and B-2 would add up to 180 million common shares
- Series A super-voting shares concentrate control in a single holder class, potentially enabling actions adverse to common shareholders
- No current financial disclosures or operating results provided in this filing
- Blank check company (SIC 6770) with no stated business operations
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001214659-26-013063 |
| Document: 0001214659-26-013063-index-headers.html | 0001214659-26-013063 |
| Document: 0001214659-26-013063-index.html | 0001214659-26-013063 |
| Document: 0001214659-26-013063.txt | 0001214659-26-013063 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 20, 2026 6d ago | 8-K | $0.3850 $0.3850 | · 0.00% | ▲ +0.53% | $0.3850 (+0.00%) |
Feb 25, 2026 34w ago | 8-K | $0.2090 $0.3490 | ▲ +66.99% | ▲ +67.53% | $0.3850 (+84.21%) |
US Market Status
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