Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On February 28, 2026, the Board of Directors of Public Company Management Corporation (the “Company”) approved an amendment to Article 4 of the Company’s Articles of Incorporation (the “Amendment”) to expressly authorize the Board to establish one or more series of the Company’s 50,000,000 authorized shares of Pre…
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Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On February 28, 2026, the Board of Directors of
Public Company Management Corporation (the “Company”) approved an amendment to Article 4 of the Company’s Articles of
Incorporation (the “Amendment”) to expressly authorize the Board to establish one or more series of the Company’s 50,000,000
authorized shares of Preferred Stock and to fix the designations, powers, preferences, rights, qualifications, limitations, and restrictions
of each such series in accordance with Nevada Revised Statutes (“NRS”) 78.195 and 78.1955. On February 28, 2026, the holders
of a majority of the Company’s voting power approved the Amendment by written consent in accordance with NRS 78.390 and the Company’s
governing documents. The Company mailed an Information Statement to our stockholders as required under the rules and regulations of the
Exchange Act.
The Amendment (i) restates and amends Article
4 to confirm the Company’s authorized capital stock 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 (ii) grants the Board of Directors “blank-check” authority to create
one or more series of Preferred Stock and to determine the rights and preferences of each series by resolution and Certificate of Designation
filed with the Nevada Secretary of State. The Amendment was filed with the Nevada Secretary of State on April 13, 2026 and became effective
upon filing. A copy of the Certificate of Amendment is filed as Exhibit 3.4 to this Current Report on Form 8-K and is incorporated herein
by reference.