UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number 000-50098

Date of Report (Date of earliest event reported): February 2328, 2026

PUBLIC COMPANY MANAGEMENT CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		88-0493734
		(IRS Employer Identification No.)

9350 Wilshire Boulevard, Suite 203
Beverly Hills, CA		90212
(Address of principal executive offices)		( Zip Code)

Not applicable

(Former name or former address, if changed since last report.)

310. 862. 1957 (Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(g) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	PCMC	OTC Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

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 13(a) of the Exchange Act. ¨

Item 15.~~01.~~03 ~~Entry~~Amendments ~~into~~to aArticles ~~Material~~of ~~Definitive~~Incorporation ~~Agreement~~or Bylaws; Change in Fiscal Year.

~~Not~~On ~~applicable.~~February ~~The~~28, ~~Letter~~2026, the Board of ~~Intent~~Directors ~~described~~of ~~under~~Public ~~Item~~Company ~~8.01~~Management Corporation, ~~below~~a Nevada corporation (“PCMC” or the “Company”), approved an amendment and restatement of Article is4 ~~non-binding~~of the Company’s Articles of Incorporation (~~other~~the ~~than~~“Amendment”) to confirm and restate the Company’s authorized capital stock as ~~expressly~~550,000,000 ~~indicated~~shares, ~~therein)~~consisting of 500,000,000 shares of common stock, par value 0.001 per share (the “Common Stock”), and ~~does~~50,000,000 ~~not~~shares ~~constitute~~of apreferred ~~material~~stock, ~~definitive~~par ~~agreement~~value ~~for~~0.001 ~~purposes~~per share (the “Preferred Stock”). The Amendment also expressly authorizes the Board of ~~Item~~Directors, subject to Chapter 78 of the Nevada Revised Statutes, including, without limitation, NRS 78.195 and 178.011955, to provide for the issuance of ~~Form~~shares ~~8-K~~of Preferred Stock in one or more classes or series and, in connection therewith, to fix or alter the designation, number of shares, powers, preferences, rights, qualifications, limitations and restrictions of any such class or series.

~~Item~~On 8February 28, 2026, a stockholder holding an aggregate of 23,946,307 shares of Common Stock, representing approximately 70.013% of the voting power of the Company’s outstanding Common Stock (the “Required Stockholders”), executed a written consent in lieu of a meeting approving the Amendment in accordance with Sections 78.320 ~~Other~~and ~~Events~~78.390 of the Nevada Revised Statutes and Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). No meeting of stockholders is being held in connection with the Amendment, and no proxies are being solicited.

The Amendment will become effective upon the filing of a Certificate of Amendment to the Company’s ~~common~~Articles ~~stock~~of isIncorporation ~~registered~~with ~~under~~the ~~Section~~Secretary ~~12(g)~~ of ~~the~~State ~~Securities~~of ~~Exchange~~the ~~Act~~State of ~~1934~~Nevada, aswhich ~~amended~~is ~~(the~~expected ~~“Exchange~~to occur ~~Act”).~~no ~~Certain~~earlier ~~filings~~than by20 calendar days after the Company’s ~~incorrectly~~definitive ~~referred to~~Information ~~registration~~Statement ~~under~~on ~~Section~~Schedule ~~12(b)~~14C is first mailed to stockholders of ~~the~~record ~~Exchange~~as ~~Act;~~of ~~those~~the ~~references~~applicable ~~were~~record ~~erroneous~~date.

OnThe ~~February~~Amendment ~~23,~~does ~~2026~~not, ~~Public~~by ~~Company Management Corporation~~itself, aresult ~~Nevada corporation~~in ~~(“PCMC” or~~ the ~~“Company”),~~issuance ~~entered into a non-binding letter~~ of ~~intent~~any ~~(the “LOI”) with~~additional ~~Physicians~~shares ~~Capital~~of ~~Management~~Common ~~Corporation,~~Stock aor ~~Maryland~~Preferred ~~corporation (“Physicians”), and Conrad Ivie, M~~Stock.~~D.,~~ ~~the~~Any ~~controlling~~future ~~shareholder~~ issuance of ~~Physicians~~shares ~~(“Seller”).~~will ~~Physicians~~be issubject ~~a company that acquires and develops healthcare facilities and leases the facilities~~ to ~~healthcare~~applicable ~~operating companies~~law, ~~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~~Company’s ~~current understanding with respect to a proposed~~Articles ~~business combination transaction (the “Transaction”) pursuant to which PCMC would acquire all~~ of ~~the~~Incorporation ~~issued~~ and ~~outstanding capital~~Bylaws, ~~stock~~and, ofwhere ~~Physicians~~required, instockholder ~~exchange~~approval ~~for~~and ~~equity~~applicable securities ofmarket ~~PCMC~~rules.

The ~~LOI~~foregoing isdescription ~~an expression~~ of ~~mutual~~the ~~intent~~Amendment ~~only~~is ~~and,~~qualified ~~except~~in ~~for~~its ~~certain~~entirety ~~specified~~by ~~provisions~~reference ~~(including those relating~~ to ~~exclusivity,~~the ~~confidentiality,~~full ~~expenses,~~text ~~governing~~of ~~law,~~the ~~and~~Certificate ~~similar~~of ~~matters)~~Amendment, which is ~~non-binding and~~filed ~~does~~as ~~not~~Exhibit ~~obligate~~3.4 ~~any party~~ to ~~consummate~~this ~~the~~Current ~~Transaction~~Report oron toForm ~~enter~~8-K ~~into~~and aincorporated herein ~~definitive~~by ~~agreement~~reference.

~~Proposed~~Item ~~Structure~~8.01 Other Events.

~~Subject~~On toor ~~the~~about ~~completion~~March ~~of due diligence~~14, ~~receipt of required approvals~~2026, ~~and~~ the ~~negotiation~~Company ~~and~~intends ~~execution~~to ofmail ato ~~definitive~~its ~~acquisition~~stockholders of ~~agreement~~record ~~(the~~as ~~“Definitive~~of ~~Agreement”),~~ the ~~parties~~close ~~currently contemplate~~of ~~that~~business ~~the~~on ~~Transaction~~February ~~will~~28, be2026 ~~structured~~an ~~with~~Information aStatement ~~view~~on toSchedule ~~qualifying,~~14C to (the ~~extent~~“Information ~~reasonably practicable, as a tax-deferred~~Statement”) ~~reorganization~~describing ~~within~~ the ~~meaning~~Amendment, ~~of Section 368(a)(1)(B) of~~ the ~~Internal~~corporate ~~Revenue~~actions ~~Code~~approved (aby “Bthe ~~Reorganization”).~~Required ~~The~~Stockholders ~~Transaction may~~by bewritten ~~implemented~~consent, inand ~~one~~related ofinformation ~~several~~regarding the ~~alternative~~Company ~~forms,~~and toits becapital ~~finalized in the Definitive Agreement~~stock. The ~~LOI~~Information ~~provides~~Statement ~~that~~is ~~the~~being ~~specific transaction~~furnished ~~structure~~to ~~may~~stockholders besolely ~~modified,~~for ~~reconfigured~~informational orpurposes ~~replaced~~in accordance with ~~another~~Section ~~form~~14(c) of ~~business combination if recommended by~~ the ~~parties’ tax~~Exchange orAct, ~~legal~~and ~~advisors~~no inaction ~~order~~is torequired ~~achieve~~by the ~~intended~~Company’s ~~tax treatment and regulatory compliance~~stockholders.

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 the pre-closing shareholders of PCMC will beneficially own approximately twenty percent (20%).

Conditions

PCMC is a Nevada corporation is currently a reporting shell company under the Exchange Act. The LOI contemplates that the transaction will be treated as a “business combination related shell company transaction” and may result in a change of control. In connection with closing, PCMC will be required to file a “Super 8-K” with Form 10-level information regarding the combined company. Following the transaction, and until applicable reporting and seasoning requirements are satisfied, Rule 144 holding periods and resale conditions will apply as for a former shell company, and the combined company may be ineligible for a period to use certain short-form registration statements or to incorporate information by reference. The parties intend to rely on available exemptions from registration under the Securities Act and state securities laws (including, where appropriate, Section 4(a)(2), Rule 145 and Regulation D) and to structure the transaction and related issuances to minimize, to the extent legally permissible, the SEC filing, registration and compliance requirements triggered. Securities issued in the transaction are expected to be “restricted securities” under Rule 144 and subject to applicable holding-period and other resale limitations.

To the extent required by (i) applicable Nevada corporate law, including Chapters 78 and 92A of the Nevada Revised Statutes, (ii) federal securities laws and SEC rules and guidance applicable to reporting and former shell companies, (iii) the rules of any securities exchange or quotation system on which PCMC’s securities are listed or quoted, and (iv) PCMC’s articles of incorporation or bylaws, PCMC will obtain any required shareholder approvals for the Transaction, the issuance of PCMC shares and other securities in connection with the Transaction, and any related amendments to PCMC’s articles of incorporation or bylaws.

The LOI also provides that, as a condition to Closing, the parties will agree on the composition of the post-Closing board of directors and executive management team, including the appointment of Conrad Ivie, M.D. and his designees from Physicians’ current management to PCMC’s board and officer positions, and that PCMC will take all actions necessary to appoint Dr. Ivie as Chairman of the Board and Chief Executive Officer of PCMC effective as of the Closing.

Under the LOI, Physicians and the Seller have agreed to an exclusivity period during which they will not solicit, initiate or engage in discussions or enter into agreements with third parties regarding alternative acquisition or similar transactions involving Physicians or its assets, and will promptly notify PCMC of any unsolicited proposals received, subject to customary early-termination and extension rights. The LOI also contains mutual confidentiality provisions governing non-public information shared in connection with the proposed transaction and restrictions on public announcements, subject to exceptions for legally required disclosures.

Except for specified provisions relating to exclusivity, confidentiality, expenses, public announcements, termination and similar matters, the LOI is non-binding and does not obligate any party to consummate the transaction or to enter into a definitive agreement, and either party may terminate the LOI as provided therein if, among other things, due diligence is unsatisfactory, a definitive agreement is not executed within an agreed period, conditions cannot reasonably be satisfied or a binding provision is materially breached and not cured.

The Letter of Intent.

A copy of the LOI is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The foregoing summary of the LOI is not intended to be complete and is qualified in its entirety by reference to the full text of the LOI, which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibits No.	Description.
99.1	Non-binding Letter of Intent, dated February 23, 2026, by and among Public Company Management Corporation, Physicians Capital Management Corporation, and the Seller named therein.
3.4	Amendment to Article 4 of the Articles of Incorporatin.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 2528, 2026

PUBLIC COMPANY MANAGEMENT CORPORATION

By:	/s/ Quynh Hoa T. Tran
	Quynh Hoa T. Tran	President

By:	/s/ Quynh Hoa T. Tran
	Quynh Hoa T. Tran	Chief Financial Officer

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