Public Company Management Corporation

Item 1.01. Entry into a Material Definitive Agreement. On October 1, 2026, Public Company Management Corporation, a Nevada corporation (the “Company”), entered into Amendment No. 1 and Waiver to Share Exchange Agreement (the “Amendment”) with Physicians Capital Management Corporation, a Maryland corporation (“Physicians”), Conrad Ivie, M.D. (“Ivie”). The Amendment amends the Share Exchange Agreement, dated as of June 30, 2026, by and among the Company, Physicians, Ivie (the “Share Exchange Agreement”). The Amendment revises the voting and conversion terms of the Series A Voting Preferred Stock, Series B-1 Convertible Preferred Stock and Series B-2 Convertible Preferred Stock to be issued in connection with the transactions contemplated by the Share Exchange Agreement. The Amendment also corrects the Share Exchange Agreement’s references to the capitalization of Physicians, which originally stated 10,000 authorized and outstanding shares of common stock, to reflect 10,000,000 authorized and 10,000,000 issued and outstanding shares of common stock, immediately prior to the Closing, 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 Amendment also waives the requirements under the Share Exchange Agreement that the parties execute and deliver a Voting Agreement and a Lock-Up Agreement and the related closing conditions and delivery obligations. Except as expressly amended or waived by the Amendment, the Share Exchange Agreement remains in full force and effect. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.