SCHEDULE 14C
(Rule 14c−101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities
Exchange Act of 1934
Check the appropriate box:
| x. | Preliminary Information Statement |
| ¨. | Confidential, for Use of the Commission Only (as permitted by Rule 14c−5(d)(2)) |
| ¨. | Definitive Information Statement |
PUBLIC COMPANY MANAGEMENT CORPORATION
(Name of Registrant As Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
| ¨. | Fee computed on table below per Exchange Act Rules 14c−5(g)
and 0−11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0−11
(set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| ¨. | Fee paid previously with preliminary materials. |
| ¨. | Check box if any part of the fee is offset as provided by Exchange Act Rule 0−1
1(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
PUBLIC COMPANY MANAGEMENT CORPORATION
(“PCMC”)
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF
THE SECURITIES EXCHANGE ACT OF 1934
AND REGULATION 14C THEREUNDER
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
GENERAL INFORMATION
This Information Statement is being furnished
by the Board of Directors (the “Board”) of Public Company Management Corporation, a Nevada corporation (the “Company,”
“PCMC,” “we,” “us” or “our”), to the holders of record of our common stock, par value
$0.001 per share (the “Common Stock”), in connection with an amendment and restatement of Article 4 of our Articles of Incorporation
(the “Amendment”).
On February 28, 2026, our Board approved the Amendment
and recommended its adoption by our stockholders. On the same date, a stockholder holding not less than a majority of the voting power
of our outstanding Common Stock executed a written consent approving the Amendment (the “Written Consent”), in accordance
with Section 78.320 and Section 78.390 of the Nevada Revised Statutes (“NRS”) and Section 14(c) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”).
This Information Statement is being mailed to
our stockholders of record as of the close of business on February 28, 2026 (the “Record Date”). The Amendment will become
effective upon the filing of a Certificate of Amendment to our Articles of Incorporation with the Secretary of State of the State of Nevada
(the “Effective Date”), which we expect to occur no earlier than 20 calendar days after this Information Statement is first
mailed to our stockholders.
Because the Amendment has already been approved
by the Required Stockholders by Written Consent, we are not soliciting proxies, and we will not call a meeting of stockholders for the
purpose of approving the Amendment.
BUSINESS PLAN
The Company’s plan of operation is to acquire
an interest in a business opportunity. On February 23, 2026, PCMC entered a non-binding letter of intent (the “LOI”) with
Physicians Capital Management Corporation, a Maryland corporation (“Physicians”) and Conrad Ivie, M.D., the controlling shareholder
of Physicians (“Seller”). Physicians is a company that acquires and develops healthcare facilities and leases the facilities
to healthcare operating companies, entities and individuals under long-term net leases. The leases generally require the tenant to bear
most of the costs associated with the property. The LOI sets forth the parties’ current understanding with respect to a proposed
business combination transaction (the “Transaction”) pursuant to which PCMC would acquire all of the issued and outstanding
capital stock of Physicians in exchange for equity securities of PCMC. We filed a Form 8-K with the Securities and Exchange Commission
on February 25, 2026 disclosing the LOI in accordance with applicable regulatory and corporate governance requirements.
The LOI is an expression of mutual intent only
and, except for certain specified provisions (including those relating to exclusivity, confidentiality, expenses, governing law, and similar
matters), is non-binding and does not obligate any party to consummate the Transaction or to enter into a definitive agreement.
Subject to the completion of due diligence, receipt
of required approvals, and the negotiation and execution of a definitive acquisition agreement (the “Definitive Agreement”),
the parties currently contemplate that the Transaction will be structured with a view to qualifying, to the extent reasonably practicable,
as a tax-deferred reorganization within the meaning of Section 368(a)(1)(B) of the Internal Revenue Code (a “B Reorganization”).
The Transaction may be implemented in one of several alternative forms, to be finalized in the Definitive Agreement. The LOI provides
that the specific transaction structure may be modified, reconfigured or replaced with another form of business combination if recommended
by the parties’ tax or legal advisors to achieve the intended tax treatment and regulatory compliance.
Current negotiations reflect the possibility of
the issuance of our Common Stock and one or more classes or series of Preferred Stock with various designations, powers, preferences and
rights, and with 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. with the Secretary of State of the State of Nevada. See “Blank-check” Preferred
Stock Authority below.
Although the final valuations of PCMC and Physicians
remain subject to agreement in the Definitive Agreement, the parties presently contemplate that the exchange ratio will be structured
so that immediately following the closing of the transaction (and before giving effect to any reverse stock split), the former shareholders
of Physicians will beneficially own approximately eighty percent (80%) of the outstanding equity interests of PCMC (measured by voting
power and economic interest on a fully diluted, as-converted basis), and our PCMC shareholders will beneficially own approximately twenty
percent (20%).
SUMMARY OF THE CORPORATE ACTION
The corporate action approved by the Board and
the Written Consent of shareholders is the amendment and restatement of Article 4 of our Articles of Incorporation to restate our authorized
share capital as 550,000,000 shares, consisting of 500,000,000 shares of Common Stock, par value $0.001 per share, and 50,000,000 shares
of Preferred Stock, par value $0.001 per share, and to expressly authorize the Board to establish one or more classes or series of Preferred
Stock and to fix the designations, powers, preferences and rights of, and the qualifications, limitations and restrictions applicable
to, each such class or series in accordance with NRS 78.195 and 78.1955.
RECORD DATE AND VOTING SECURITIES
As of the Record Date, there were 34,276,816
shares of our Common Stock outstanding and entitled to vote on the Amendment, each share entitling its holder to one vote on the
matter. We do not currently have any shares of Preferred Stock outstanding.
The approval of the Amendment required the affirmative
vote of a majority of the voting power of the issued and outstanding shares entitled to vote thereon.
On February 28, 2026, stockholders holding an
aggregate of 23,946,307 shares of Common Stock, representing approximately 70.3 % of the voting power of our outstanding Common Stock
(the “Required Stockholders”), executed the Written Consent approving the Amendment. No further approval or vote of any other
stockholders is required to effect the Amendment.
DESCRIPTION OF THE AMENDMENT TO ARTICLE 4
The Amendment replaces Article 4 of our Articles
of Incorporation in its entirety with the following:
“Article 4. Authorized Shares.
The total number of shares of capital stock
which the Corporation is authorized to issue is 550,000,000 shares, consisting of 500,000,000 shares of Common Stock having a par value
$0.001 per share (the “Common Stock”); and 50,000,000 shares of Preferred Stock having a par value $0.001 per share (the “Preferred
Stock”).
The Board of Directors is expressly authorized,
subject to the provisions of Chapter 78 of the Nevada Revised Statutes (the “NRS”), including without limitation NRS 78.195
and 78.1955, to provide, by resolution or resolutions adopted from time to time, for the issuance of shares of Preferred Stock in one
or more classes or series, and in connection with the creation of any such class or series, to fix or alter the designation, number of
shares, powers, preferences, rights, qualifications, limitations and restrictions of such class or series, including, without limitation,
voting powers (full, limited or no voting powers), dividend rights, conversion rights, redemption provisions, sinking fund provisions,
rights on liquidation, dissolution or winding up, and any other rights, qualifications, limitations or restrictions as shall be stated
and expressed in the resolution or resolutions adopted by the Board of Directors.
The authority of the Board of Directors with
respect to each such class or series of Preferred Stock shall include, but not be limited to, the right to: (i) increase or decrease (but
not below the number of shares of such class or series then outstanding) the number of shares constituting such class or series; and (ii)
file, or cause to be filed, one or more certificates of designation with the Nevada Secretary of State describing the terms of any such
class or series in accordance with applicable law. No shares of any class or series of Preferred Stock shall be issued until the applicable
certificate of designation has become effective under the NRS.”
PURPOSE AND EFFECT OF THE AMENDMENT
Current Status.
The Amendment to Article 4 confirms the Company’s
total authorized capital at 550,000,000 shares, consisting of 500,000,000 shares of Common Stock and 50,000,000 shares of Preferred Stock,
each with a par value of $0.001 per share. The Board believes that this level of authorized capital will provide the Company with sufficient
flexibility to pursue future financing transactions, strategic investments, acquisitions, and other corporate purposes without the delay
and expense of seeking further stockholder approval solely to increase the number of authorized shares.
The Amendment does not by itself result in the
issuance of any additional shares of Common Stock or Preferred Stock. Any actual issuance of shares will be subject to applicable law,
our Articles of Incorporation and Bylaws, and, where required, stockholder approval and applicable exchange or market rules.
“Blank-check” Preferred Stock
Authority.
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.
No specific series of Preferred Stock has been authorized or designated as of the date of this Information Statement, and the Board has
not entered into any definitive agreement or arrangement requiring the issuance of any Preferred Stock.
POSSIBLE EFFECTS OF THE AMENDMENT AND RELATED
RISKS
The issuance of additional Common Stock or Preferred
Stock, or the designation of one or more series of Preferred Stock, could have a number of effects on existing stockholders, including:
Dilution of ownership and voting interests.
The issuance of additional shares of Common Stock or voting Preferred Stock could dilute the ownership percentage and voting power of
existing stockholders.
Preference over Common Stock. Preferred
Stock could be issued with dividend, liquidation, redemption, conversion or other rights that are senior to those of the Common Stock.
Potential anti-takeover effects. Future
issuance of Preferred Stock with special voting rights or other features could, depending on the terms, make it more difficult or costly
for a third party to acquire control of the Company, even if some stockholders might consider such a transaction favorable.
The Board does not currently have any plans to
adopt a stockholder rights plan or otherwise to use Preferred Stock for anti-takeover purposes. However, the Board retains the discretion
to issue Preferred Stock in the future and could consider defensive uses of such securities if it believes that doing so would be in the
best interests of the Company and its stockholders.
NO APPRAISAL OR DISSENTER’S RIGHTS
Under Nevada law and our Articles of Incorporation
and Bylaws, the holders of our Common Stock are not entitled to appraisal or dissenter’s rights in connection with the Amendment.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth information regarding
the beneficial ownership of our common stock as of February 28, 2025 and the date hereof. The information in this table provides the ownership
information for each person known by us to be the beneficial owner of more than 10% of our common stock and preferred stock; each of our
directors; each of our executive officers; and our executive officers and directors as a group.
Beneficial ownership has been determined in accordance
with the rules and regulations of the SEC and includes voting or investment power with respect to the shares. Unless otherwise indicated,
the persons named in the table below have sole voting and investment power with respect to the number of shares indicated as beneficially
owned by them.
|
Name of Beneficial Owner
|
|
Common
Stock
Beneficially
Owned (1) |
|
|
Percentage
of
Common
Stock
Owned (1) |
| |
|
|
|
|
|
| |
|
|
|
|
|
Repository Services LLC (2)
c/o The Stauber Law Offices
9440 Santa Monica Boulevard
Suite 301
Beverly Hills, CA 90210 |
|
|
23,946,307 |
|
|
|
70.30% |
| |
|
|
|
|
|
|
|
| Director and Officer (1 person) |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
Quynh Hoa T. Tran
9350 Wilshire Boulevard
Suite 203
Beverly Hills, CA 90212 |
|
|
0 |
|
|
|
0% |
_____
(1) Applicable percentage ownership
is based on 34,276,816 shares of common stock outstanding as of December 31, 2025 and as of the date hereof. Beneficial ownership is determined
in accordance with the rules of the SEC and includes voting or investment power with respect to securities. Shares of common stock that
are currently exercisable or exercisable within 60 days of the fixed date are deemed to be beneficially owned by the person holding such
securities for the purpose of computing the percentage of ownership of such person but are not treated as outstanding for the purpose
of computing the percentage ownership of any other person.
INTERESTS OF DIRECTORS AND EXECUTIVE OFFICERS
None of our directors or executive officers has
any special interest in the Amendment that is different from or greater than the interests of our stockholders generally, other than in
their capacities as stockholders.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports
and other information with the Securities and Exchange Commission (the “SEC”). These filings are available free of charge
at the SEC’s website at www.sec.gov under our CIK No. 000114196 – Commission File Number 000-50098.
We will furnish copies of this Information Statement
and our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, although these filings are available at the SEC’s
website, upon written request to: Public Company Management Corporation, 9350 Wilshire Boulevard, Suite 203, Beverly Hill, California,
Attention: Corporate Secretary.
DELIVERY OF INFORMATION STATEMENT DOCUMENTS TO SHARED ADDRESSES
If you and other stockholders of record with
whom you share an address currently receive multiple copies of our information statements and would like to request delivery of a single
copy, or if you are receiving a single copy and would like to receive separate copies, please contact our Corporate Secretary at the
address above.
MISCELLANEOUS
The Company will pay the cost of preparing, printing
and mailing this Information Statement to stockholders. We may reimburse brokerage firms, banks and nominees for their reasonable expenses
in forwarding this Information Statement to beneficial owners.
By Order of the Board of Directors,
PUBLIC COMPANY MANAGEMENT CORPORATION
| By: |
/s/ Quynh Hoa T. Tran |
| Name: |
Quynh Hoa T. Tran |
| Title: |
President |
| |
|
| Dated: |
March 14, 2026 |
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