EXHIBIT 10.24

Exhibit 10.24

**NOTE TRANSFER AND DEBT SETTLEMENT AGREEMENT **

This NOTE TRANSFER AND DEBT SETTLEMENT AGREEMENT (this “Agreement”) is entered into effective as of the last date of signing (the “Effective Date”), by and among PHYSICIANS CAPITAL MANAGEMENT CORPORATION, a Maryland corporation (“Physicians Capital”), PUBLIC COMPANY MANAGEMENT CORPORATION, a Nevada corporation (“PCMC”), and SPECIALTY CAPITAL LENDERS LLC, a Wyoming limited liability company (“Specialty”). Physicians Capital, PCMC and Specialty are sometimes referred to individually as a “Party” and collectively as the “Parties.”

RECITALS

A. Physicians Capital is indebted to PCMC pursuant to certain promissory notes and open-book obligations, collectively, the “Physicians Obligation,” which, as of February 15, 2026, have an aggregate outstanding principal balance of $163,000 and accrued but unpaid interest of $5,544,65.

B. PCMC is indebted to Specialty pursuant to that certain promissory note dated September 30, 2016, in the original principal amount of $350,000, with interest, referred to as the “PCMC Note” made by PCMC in favor of Stephen Brock (as amended, restated, supplemented or otherwise modified from time to time) and assigned by Stephen Brock to Specialty. As of January 31, 2026, interest has accrued on the PCMC Note in the approximate amount of $98,029.00 and the total obligation was the approximate sum of $ 448,029.00.

C. PCMC desires to transfer and assign to Specialty, and Specialty desires to accept, the Physicians Obligation in partial satisfaction of the PCMC Note, in exchange for Specialty’s agreement that (i) the outstanding principal balance of, together with all interest accrued and unpaid thereon through and including January 31, 2026 under the PCMC Note, shall be reduced to the sum of $ 279,484.35, but (ii) no additional interest shall accrue or be deemed owing under the PCMC Note for the period from February 1, 2026 through and including June 30, 2026, with interest on such then outstanding principal balance resuming and beginning to accrue again on July 1, 2026, all on the terms set forth in this Agreement.

D. The Parties desire that, following the transactions contemplated hereby, (i) Specialty shall be the holder of the Physicians Obligation, (ii) Physicians Capital shall remain obligated under the Physicians Obligation to Specialty as the new holder, and (iii) the PCMC Note, as modified hereby, shall consist solely of an outstanding principal balance of $279,484.35 (representing the aggregate of principal and all interest accrued and unpaid thereon through and including January 31, 2026), with no additional interest accruing thereon for the period from February 1, 2026 through and including June 30, 2026, and interest on such outstanding principal balance thereafter accruing at the rate of four percent (4%) per annum beginning on July 1, 2026, in accordance with the PCMC Note as so modified.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and intending to be legally bound, the Parties hereby agree as follows:

1. TRANSFER AND ASSIGNMENT OF PHYSICIANS OBLIGATION

1.1 Assignment by PCMC. As of the Effective Date, PCMC hereby irrevocably sells, assigns, transfers, and conveys to Specialty all PCMC’s right, title, and interest in and to the Physicians Obligation, together with all claims, causes of action, rights to payment, and other rights arising thereunder or relating thereto.

1.2 No Transfer Restrictions; No Consents. PCMC represents and warrants that the Physicians Obligation is freely transferable and assignable by PCMC to Specialty and that no consent, approval, waiver, or other action of any person (including Physicians Capital or any lender, noteholder, governmental authority, or other third party) is required in connection with the assignment of the Physicians Obligation to Specialty, other than the execution and delivery of this Agreement.

1.3 Acceptance by Specialty. Specialty hereby accepts the assignment of the Physicians Obligation and agrees to be bound as the holder thereof from and after the Effective Date.

1.4 Endorsement and Delivery. Contemporaneously with the execution and delivery of this Agreement, PCMC shall (a) endorse the original evidence of the Physicians Obligation to the order of Specialty (or execute a separate written assignment of the Physicians Obligation in favor of Specialty), and (b) deliver the original instrument(s) evidencing the Physicians Obligation (with such endorsement or assignment) to Specialty. If the original instrument(s) evidencing the Physicians Obligation have been lost, destroyed, or are otherwise unavailable, PCMC shall execute and deliver to Specialty such lost note affidavit(s), indemnity agreement(s), and replacement instrument(s) as Specialty may reasonably request, and the rights and obligations of the Parties with respect to the indebtedness evidenced thereby shall be governed exclusively by this Agreement and such replacement documentation.

1.5 Consent and Acknowledgment of Physicians Capital. By executing this Agreement, Physicians Capital (a) acknowledges the assignment of the Physicians Obligation from PCMC to Specialty, and (b) agrees that, from and after the Effective Date, all payments and other performance due with respect to the Physicians Obligation shall be made to Specialty, as holder, in accordance with the terms of the Physicians Obligation and this Agreement.

1.6 Extended Due Date. Physicians Capital and Specialty hereby agree that all references in the instruments evidencing the Physicians Obligation to a due date or maturity date of March 31, 2026 are hereby amended and extended to September 30, 2026, and the Physicians Obligation shall be deemed modified accordingly. For the avoidance of doubt, nothing in Section 1.6 shall be construed to waive, reduce, defer, or otherwise modify the accrual or payment of interest on the Physicians Obligation, which shall continue to accrue and be payable in accordance with its terms as in effect from time to time, except to the extent expressly modified elsewhere in this Agreement.

2. ADJUSTMENT OF PCMC NOTE

2.1 Cancellation of Accrued Interest; Temporary Interest Holiday. In consideration of the assignment of the Physicians Obligation pursuant to Section 1, Specialty and PCMC acknowledge and agree that, as of the Effective Date, the aggregate outstanding amount owing under the PCMC Note (consisting of principal and all interest accrued and unpaid thereon through and including January 31, 2026) is reduced to $ 279,484.35. Specialty further agrees that no additional interest shall accrue or be deemed owing by PCMC under the PCMC Note for the period from February 1, 2026 through and including June 30, 2026 (the “Interest Holiday”).

2.2 Remaining PCMC Obligations. Except for the Interest Holiday described in Section 2.1 and the reduction of the outstanding amount to $ 279,484.35 as set forth therein, the PCMC Note shall remain in full force and effect in accordance with its terms and is not otherwise amended, waived, released, or impaired by this Agreement, except as expressly provided herein. For the avoidance of doubt, interest on the outstanding principal balance of $279,484.35 under the PCMC Note shall not accrue at any time prior to July 1, 2026 and shall instead begin to accrue on and after July 1, 2026 at the rate of four percent (4%) per annum and thereafter be payable in accordance with the PCMC Note, as modified by this Agreement. The Parties acknowledge and agree that the interest rate of four percent (4.0%) per annum applicable to the outstanding principal balance of the PCMC Note from and after July 1, 2026 is intended to approximate a commercially reasonable rate for a note of this type and term between these Parties and to be broadly consistent with then-prevailing applicable federal rates, while also reflecting the Parties’ negotiated allocation of risk and the Interest Holiday provided for the period from February 1, 2026 through June 30, 2026.

2.3 No Novation. The Parties acknowledge and agree that, except as expressly set forth in this Agreement, nothing herein shall constitute a novation, discharge or substitution of any obligations of PCMC to Specialty with respect to the PCMC Note.

3. REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of PCMC. PCMC hereby represents and warrants to Specialty that, as of the Effective Date:

(a) Organization; Power and Authority. PCMC is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all corporate power and authority to own its properties and conduct its business as presently conducted and to execute, deliver and perform this Agreement.

(b) Authorization; Enforceability. This Agreement has been duly authorized by all necessary corporate action on the part of PCMC, has been duly executed and delivered by PCMC, and constitutes the valid and binding obligation of PCMC, enforceable against PCMC in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws and general principles of equity.

(c) Ownership of Physicians Obligation. PCMC is the sole legal and beneficial owner of the Physicians Obligation, free and clear of any liens, claims, encumbrances, security interests or other adverse interests (other than those created hereby).

(d) Terms of Physicians Obligation. Terms of Physicians Obligation. The outstanding principal balance of the Physicians Obligation is $163,000, plus any accrued interest thereon in accordance with the terms of the Physicians Obligation. The Physicians Obligation is a valid and binding obligation of Physicians Capital, enforceable against Physicians Capital in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general applicability affecting creditors’ rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).

(e) No Conflicts. The execution, delivery and performance by PCMC of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate any provision of the organizational documents of PCMC, (ii) conflict with, result in a breach of, constitute a default under, or require any consent under any material contract, agreement, instrument, permit, order, judgment or decree to which PCMC is a party or by which it or its properties are bound, or (iii) violate any applicable law or regulation.

(f) Consents. No consent, approval, authorization, order, filing or registration with, or notice to, any governmental authority or other person is required to be obtained or made by PCMC in connection with the execution, delivery and performance of this Agreement or the assignment of the Physicians Obligation to Specialty.

3.2 Representations and Warranties of Specialty. Specialty hereby represents and warrants to PCMC that, as of the Effective Date:

(a) Organization; Power and Authority. Specialty is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all corporate power and authority to own its properties and conduct its business as presently conducted and to execute, deliver and perform this Agreement.

b) Authorization; Enforceability. This Agreement has been duly authorized by all necessary corporate action on the part of Specialty, has been duly executed and delivered by Specialty, and constitutes the valid and binding obligation of Specialty, enforceable against Specialty in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws and general principles of equity.

(c) No Conflicts; Consents. The execution, delivery and performance by Specialty of this Agreement and the consummation of the transactions contemplated hereby do not and will not result in any of the matters described in Section 3.1(e) with respect to Specialty, and no consent, approval, authorization or other action of any governmental authority or other person is required to be obtained or made by Specialty in connection therewith.

3.3 Representations and Warranties of Physicians Capital. Physicians Capital hereby represents and warrants to Specialty and PCMC that, as of the Effective Date:

(a) Organization; Power and Authority. Physicians Capital is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all corporate power and authority to own its properties and conduct its business as presently conducted and to execute, deliver and perform this Agreement.

(b) Authorization; Enforceability. This Agreement has been duly authorized by all necessary corporate action on the part of Physicians Capital, has been duly executed and delivered by Physicians Capital, and constitutes the valid and binding obligation of Physicians Capital, enforceable against Physicians Capital in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws and general principles of equity.

(c) Validity of Physicians Obligation. The Physicians Obligation is a valid and binding obligation of Physicians Capital, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws and general principles of equity.

(d) No Offsets or Defenses. Physicians Capital has no offsets, defenses, counterclaims or other claims against PCMC with respect to the Physicians Obligation, other than as disclosed in writing to Specialty, if any.

(e) No Conflicts; Consents. The execution, delivery and performance by Physicians Capital of this Agreement and the consummation of the transactions contemplated hereby do not and will not result in any of the matters described in Section 3.1(e) with respect to Physicians Capital, and no consent, approval, authorization or other action of any governmental authority or other person is required to be obtained or made by Physicians Capital in connection therewith.

4. COVENANTS

4.1 Further Assurances. Each Party shall execute and deliver such additional documents, instruments and agreements, and take such further actions, as may be reasonably requested by any other Party to carry out the intent and purposes of this Agreement and to perfect Specialty’s ownership of the Physicians Obligation.

4.2 Books and Records. Each of PCMC and Specialty shall make appropriate entries in its books and records to reflect (a) the transfer of the Physicians Obligation as of the Effective Date, and (b) the cancellation of the Cancelled Interest.

5. RELEASES

5.1 Limited Release by Specialty of PCMC (Interest Only). Effective as of the Effective Date, Specialty hereby irrevocably releases and forever discharges PCMC from any and all claims and obligations for payment of any interest under the PCMC Note for any period prior to February 1, 2026 in excess of the amount included in the agreed outstanding balance of $ 279,484.35 and for any period from February 1, 2026 through and including June 30, 2026; provided, that nothing in this Section 5.1 shall release or discharge PCMC from its obligations to pay (i) the outstanding principal balance of $279,484.35 and (ii) interest accruing thereon from and after July 1, 2026 in accordance with the PCMC Note, as modified by this Agreement.

5.2 Limited Release by PCMC and Specialty of Physicians (Interest Only). Effective as of the Effective Date, PCMC and Specialty hereby irrevocably release and forever discharge Physicians from any and all claims and obligations for payment of any interest under the Physicians Obligation for any period prior to the Effective Date that is not reflected in the outstanding principal and accrued interest balance of $163,000 principal plus $5,544.65 accrued interest as of February 15, 2026; provided, that nothing in this Section 5.2 shall release or discharge Physicians from its obligations to pay the outstanding principal and all interest accruing thereon from and after the Effective Date in accordance with the terms of the Physicians Obligation, as modified by this Agreement (including the extended maturity date set forth in Section 1.6).

5.3 No Release by PCMC or Physicians Capital of Specialty. For the avoidance of doubt, nothing in this Agreement shall be construed as a release by PCMC or Physicians Capital of any obligations owed to Specialty, except as expressly set forth herein.

6. MISCELLANEOUS

6.1 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, without regard to its conflicts of law principles.

6.2 Entire Agreement. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings and agreements, whether written or oral, relating to such subject matter.

6.3 Amendments. This Agreement may be amended, modified or supplemented only by a written instrument executed by each of the Parties.

6.4 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. No Party may assign its rights or obligations hereunder without the prior written consent of the other Parties, except as otherwise expressly permitted herein.

6.5 No Third-Party Beneficiaries. Except as expressly provided, nothing in this Agreement, express or implied, is intended to confer upon any person other than the Parties and their respective successors and permitted assigns any rights, remedies, obligations or liabilities.

6.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures delivered by facsimile, PDF or other electronic means shall be deemed original signatures for all purposes.

6.7 Severability. If any provision of this Agreement is held invalid or unenforceable, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

6.8 Headings. Headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

[Signatures on the following page 7]

IN WITNESS WHEREOF, the Parties have executed this Note Transfer and Debt Settlement Agreement as of the Effective Date.

PCMC:
PUBLIC COMPANY MANAGEMENT CORPORATION

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