PCMC

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Key Facts

• PCMC is a reporting shell company with no operations or revenues since October 1, 2012.
• Physicians Capital Management was formed January 31, 2025 and owns a single medical office property in Carmel, Indiana acquired for $12,250,000.
• The property is triple-net leased to Intuitive Health of Hamilton County, LLC, which is not a public reporting company.
• Total acquisition-related debt of approximately $12,683,000 exceeds the $12,250,000 purchase price.
• As of June 30, 2026, Physicians had a working capital deficit of $913,058 and a stockholders deficit of $1,266,282.
• PCMC will issue 68,566,368 shares of common stock (registered) and 24,913,918 shares of preferred stock (unregistered) to Physicians stockholders.
• Ivie will receive super-voting Series A Preferred Stock giving him approximately 90% of total voting power.
• Legacy PCMC stockholders will be diluted from 100% to approximately 13.9% on a fully diluted basis.
• PCMC has not obtained a fairness opinion or independent valuation.
• The tax treatment of the Business Combination as a tax-free reorganization is uncertain with no IRS ruling sought.
• PCMC's independent auditor expressed substantial doubt about its ability to continue as a going concern.
• Physicians incurred a net loss of $1,091,665 for the nine months ended June 30, 2026.

Financial Impact

Total acquisition-related debt of approximately $12,683,000 exceeds the $12,250,000 acquisition price. As of June 30, 2026, Physicians had a working capital deficit of $913,058 and a stockholders deficit of $1,266,282. PCMC had cash of $6,692 as of June 30, 2026.

Risk Factors

• Complete revenue dependence on a single tenant (Intuitive Health of Hamilton County) whose financial condition is not publicly disclosed.
• Total acquisition debt of ~$12.68M exceeds the $12.25M property acquisition price, leaving no equity cushion.
• PCMC is a shell company with no operations, no revenues, and a going-concern qualification from its auditor.
• Physicians has a working capital deficit of $913,058 and a stockholders deficit of $1,266,282 as of June 30, 2026.
• Ivie will hold ~90% of voting power through super-voting preferred stock, giving him effective control.
• Legacy PCMC stockholders face dilution from 100% to ~13.9% on a fully diluted basis.
• No fairness opinion or independent valuation was obtained for the transaction.
• The tax-free reorganization treatment is uncertain; no IRS ruling or legal opinion was obtained.
• The Academy Bank Loan of $8.21M matures October 1, 2030 with a balloon payment, creating refinancing risk.
• PCMC common stock trades on OTCID with limited liquidity and is subject to penny stock rules.
• Rule 144 resale restrictions apply as a former shell company; at least one year must elapse after filing Form 10 information.
• Related-party transactions create conflicts of interest, including the Specialty Note cancellation and the Ivie Line of Credit.
• The property is subject to ADA, HIPAA, zoning, and environmental regulatory risks.
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Investment Themes

Documents Analyzed

This report is based on 3 SEC documents filed with EDGAR.

US Market Status