PUBLIC CO MANAGEMENT CORP 8-K

What Happened

• On February 28, 2026, Public Company Management Corporation (PCMC) announced that its Board approved an amendment and restatement of Article 4 of the Company’s Articles of Incorporation to confirm total authorized capital of 550,000,000 shares: 500,000,000 shares of common stock (par $0.001) and 50,000,000 shares of preferred stock (par $0.001). The Amendment expressly authorizes the Board, subject to Nevada law (including NRS 78.195 and 78.1955), to create one or more classes or series of preferred stock and to fix their terms.
• A stockholder (the “Required Stockholders”) holding 23,946,307 shares of Common Stock — about 70.3% of voting power — executed a written consent approving the Amendment under Nevada statutes and Section 14(c) of the Exchange Act. No shareholder meeting or proxy solicitation is being held. The Amendment becomes effective when a Certificate of Amendment is filed with the Nevada Secretary of State, expected no earlier than 20 calendar days after the Company mails its definitive Information Statement on Schedule 14C (planned mailing on or about March 14, 2026) to record-date stockholders.

Key Details

• Authorized shares after Amendment: 550,000,000 total (500,000,000 common; 50,000,000 preferred).
• Par value: $0.001 per share for both common and preferred.
• Approving consent: 23,946,307 common shares (≈70.3% voting power) executed written consent on Feb 28, 2026.
• Info Statement: Company intends to mail a Schedule 14C Information Statement to stockholders of record as of Feb 28, 2026 (on or about March 14, 2026); Amendment effective after required filing and timing.

Why It Matters

• The change increases and clarifies the company’s authorized capital and explicitly gives the Board flexibility to establish preferred stock classes or series and set their rights and preferences. That flexibility can be used later to raise capital, structure financings, or issue equity with special rights, which could affect ownership dilution and voting power—though the Amendment itself does not issue any new shares.
• Because a large shareholder group approved the Amendment by written consent, PCMC did not hold a shareholder meeting. Investors should watch for the mailed Information Statement and any future board actions proposing issuance of preferred or additional common shares, which would be subject to law, the charter/bylaws, and any required approvals.