EXHIBIT 10.23

Exhibit 10.23

SPECIALTY NOTE CANCELLATION AND RELEASE AGREEMENT

This Specialty Note Cancellation and Release Agreement (this “Agreement”) is dated as of October 15, 2026 (the “Effective Date”), by and among PUBLIC COMPANY MANAGEMENT CORPORATION, a Nevada corporation (“PCMC”), PHYSICIANS CAPITAL MANAGEMENT CORPORATION, a Maryland corporation (“Physicians”), and SPECIALTY CAPITAL LENDERS LLC, a Wyoming limited liability company (“Specialty”). PCMC, Physicians and Specialty are each a “Party” and together the “Parties.”

RECITALS

A. PCMC is indebted to Specialty under that certain promissory note dated September 30, 2016 in the original principal amount of $350,000, made by PCMC in favor of Stephen Brock and assigned to Specialty (as amended, extended, or modified from time to time, including pursuant to the Note Transfer and Debt Settlement Agreement dated as of March 31, 2026 among PCMC, Physicians and Specialty (the “Note Transfer Agreement”), the “Note”), together with all accrued and unpaid interest, fees, and other amounts owing thereunder or in connection therewith (collectively, the “PCMC Indebtedness”).

B. Physicians is indebted to Specialty under two promissory notes made by Physicians in favor of PCMC, dated August 30, 2025 ($33,000) and October 24, 2025 ($130,000), and assigned by PCMC to Specialty under the Note Transfer Agreement (as amended, extended, or modified from time to time, collectively, the “Physicians Note”), together with all accrued and unpaid interest thereon (collectively, the “Physicians Obligation”). The PCMC Indebtedness and the Physicians Obligation are referred to together as the “Specialty Indebtedness.”

C. PCMC proposes to consummate a business combination with Physicians (the “Business Combination”) pursuant to the Share Exchange Agreement, dated June 30, 2026, as amended from time to time (the “Business Combination Agreement”), as described in the registration statement on Form S-4 filed or to be filed by PCMC (the “Registration Statement”).

D. In connection with the Closing (as defined below), PCMC has agreed to issue to Specialty 3,750,000 shares of PCMC Series B-1 Convertible Preferred Stock (the “Series B-1 Shares”) in full cancellation and discharge of the Specialty Indebtedness (including both the PCMC Indebtedness and the Physicians Obligation), and Specialty has agreed to accept the Series B-1 Shares in such satisfaction, on the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. Definitions

“Closing” means the consummation of the Business Combination. “Closing Date” means the date on which the Closing occurs. “Certificate of Designations” means the certificate of designations establishing the rights, preferences, and privileges of the Series B-1 Convertible Preferred Stock, filed with the Secretary of State of Nevada. “Securities Act” means the Securities Act of 1933, as amended.

2. Payoff Amount; Acknowledgment of Indebtedness

2.1 Specialty confirms that, as of the Effective Date, the outstanding principal amount of the Note is $279,484.35 (reflecting principal and all interest accrued through January 31, 2026, as reduced under the Note Transfer Agreement) and accrued and unpaid interest as of September 30, 2026 is $2,817.81 (interest having resumed at 4% per annum on July 1, 2026), for a total of $282,302.16 (the “Payoff Amount”), and that no other amounts are owed by PCMC to Specialty under the Note or any related document. Specialty further confirms that, as of the Effective Date, the outstanding principal amount of the Physicians Obligation is $163,000 and accrued and unpaid interest as of September 30, 2026 is $15,681,92, for a total of $178,681.92 (the “Physicians Payoff Amount”), and that no other amounts are owed by Physicians to Specialty under the Physicians Obligation or any related document.

2.2 Specialty represents that it has not assigned, pledged, or transferred any interest in the Note, the Physicians Obligation, or the Specialty Indebtedness, other than the assignment of the Note by Stephen Brock to Specialty and the assignment of the Physicians Obligation by PCMC to Specialty under the Note Transfer Agreement.

3. Exchange and Cancellation

3.1 Issuance. At the Closing, PCMC shall issue the Series B-1 Shares to Specialty, duly authorized, validly issued, fully paid, and non-assessable, in full satisfaction of the Specialty Indebtedness.

3.2 Cancellation. Effective automatically upon issuance of the Series B-1 Shares (the “Cancellation Time”), the Note, the Physicians Note, and the Specialty Indebtedness shall be deemed paid in full, discharged, cancelled, and of no further force or effect, and all obligations of PCMC and Physicians thereunder shall terminate. Specialty shall deliver the original Note and the original Physicians Note, each marked “Cancelled” (or a lost-note affidavit in customary form) within five (5) business days after the Closing Date.

3.3 Security and Filings. To the extent any lien, security interest, guaranty, or financing statement secures the Specialty Indebtedness, it is released at the Cancellation Time, and Specialty authorizes PCMC and Physicians to file UCC-3 termination statements and shall execute such further releases as PCMC or Physicians reasonably requests.

4. Conditions; Termination

4.1 The obligations of the Parties under Sections 3.1 and 3.2 are conditioned on the occurrence of the Closing (which condition applies equally to the releases in Section 5) and the effectiveness of the Certificate of Designations.

4.2 If the Business Combination Agreement is terminated in accordance with its terms, or the Closing has not occurred on or before March 30, 2027, this Agreement shall terminate automatically, the Note and the Physicians Note shall each remain in full force and effect on their existing terms (including any extension thereof), and no Party shall have any liability hereunder, except for breach prior to termination.

5. Mutual Releases

5.1 Release by Specialty. Subject to, and conditioned upon, the occurrence of the Closing, and effective automatically at the Cancellation Time without further action by any person, Specialty, on behalf of itself and its affiliates, successors, and assigns, irrevocably and unconditionally releases and forever discharges PCMC, Physicians, and their respective subsidiaries, and their respective directors, officers, employees, stockholders, and agents, from all claims, demands, and liabilities, known or unknown, arising out of or relating to the Note, the Physicians Note, or the Specialty Indebtedness, including claims for principal, interest, fees, penalties, or default remedies; provided that nothing herein releases (a) obligations of PCMC or Physicians under this Agreement, the Certificate of Designations, or any agreement relating to the Series B-1 Shares, or (b) rights of Specialty as a holder of the Series B-1 Shares.

5.2 Release by PCMC and Physicians. Subject to, and conditioned upon, the occurrence of the Closing, and effective automatically at the Cancellation Time without further action by any person, each of PCMC and Physicians, on behalf of itself and its subsidiaries, successors, and assigns, irrevocably and unconditionally releases and forever discharges Specialty and its affiliates, and their respective members, managers, officers, employees, and agents, from all claims, demands, and liabilities, known or unknown, arising out of or relating to the Note, the Physicians Note, or the Specialty Indebtedness, including claims relating to their making, assignment, administration, or collection or to any payment made on them; provided that nothing herein releases (a) obligations of Specialty under this Agreement, or (b) any claim arising from a breach of Specialty’s representations and warranties in this Agreement.

5.3 Unknown Claims. Each releasing Party acknowledges that it may later discover facts different from or in addition to those it now knows or believes to be true regarding the matters released by it in this Section 5, and agrees that its release shall remain effective notwithstanding such different or additional facts. Each releasing Party expressly intends its release to extend to claims that it does not know or suspect to exist in its favor as of the Cancellation Time, and waives, to the fullest extent permitted by applicable law, the benefit of any statute, rule, or doctrine that would otherwise limit a general release to claims known or suspected at the time of release. The releases in this Section 5 do not extend to claims first arising after the Cancellation Time.

5.4 No Release Absent Closing. The releases in this Section 5 shall have no force or effect unless and until the Closing occurs, and if this Agreement terminates under Section 4.2, this Section 5 shall be void ab initio and each Party shall retain all of its rights and remedies, including Specialty’s rights and remedies under the Note and the Physicians Note.

6. Representations and Warranties

6.1 Mutual. Each Party represents that it is duly organized, validly existing, and in good standing; has full power and authority to execute and perform this Agreement; that this Agreement has been duly authorized and constitutes its valid and binding obligation, enforceable subject to bankruptcy and equitable principles; and that its performance does not conflict with its organizational documents, any law, or any material agreement.

6.2 Specialty. Specialty represents that (a) it is the sole legal and beneficial owner of the Note (as assignee of Stephen Brock) and the Physicians Note (as assignee of PCMC), free of liens; (b) it is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act; (c) it is acquiring the Series B-1 Shares (and any common stock issuable upon conversion) for its own account for investment and not with a view to distribution; (d) it understands that the Series B-1 Shares are not registered under the Securities Act and are “restricted securities” that may not be resold absent registration or an exemption; and (e) it has had access to information about PCMC and the Business Combination sufficient to make an informed investment decision.

6.3 PCMC. PCMC represents that, upon issuance, the Series B-1 Shares and the shares of common stock issuable upon conversion will be duly authorized, validly issued, fully paid, and non-assessable, free of liens other than restrictions under applicable securities laws and the Certificate of Designations. PCMC shall at all times reserve and keep available, out of its authorized but unissued common stock, a number of shares sufficient to permit the conversion in full of the Series B-1 Shares.

6.4 Physicians. Physicians represents that the Physicians Obligation is its valid and binding obligation, enforceable in accordance with its terms, and that it has no offsets, defenses, or counterclaims against PCMC or Specialty with respect to the Physicians Obligation, other than as disclosed in writing to Specialty.

7. Related-Party Disclosure; Approvals

The Parties acknowledge that the transactions contemplated hereby involve a related party and will be described in the Registration Statement. PCMC represents that this Agreement and the issuance of the Series B-1 Shares have been approved by its board of directors and, to the extent required by applicable law or its organizational documents, by its disinterested directors and its stockholders. Specialty shall furnish information about its beneficial owners reasonably requested by PCMC for inclusion in the Registration Statement and other filings.

8. Covenants

8.1 From the Effective Date until the earlier of the Cancellation Time and termination, Specialty shall not transfer, assign, or encumber the Note or the Physicians Note and shall not exercise remedies or demand payment thereunder, and neither PCMC nor Physicians shall prepay the Note or the Physicians Note other than as provided herein. Specialty waives any default, default interest, or late charge arising from non-payment of the Physicians Note at its September 30, 2026 maturity, and the maturity of the Physicians Note is extended to the earlier of the Cancellation Time and termination of this Agreement.

8.2 Each Party shall execute such further documents and take such further actions as are reasonably necessary to give effect to this Agreement.

9. Most Favored Nation

9.1 More Favorable Terms. If, at any time from the Closing Date until the MFN Expiration Date, PCMC issues, agrees to issue, amends, or waives the terms of any series of preferred stock of PCMC issued for capital-raising purposes after the Closing (other than the Series A Voting Preferred Stock and the Series B-2 Convertible Preferred Stock) (each, a “Comparable Security”) to or for the benefit of any person other than Specialty or its affiliates, in each case on terms more favorable to the holder than the terms then applicable to the Series B-1 Shares held by Specialty (each, a “More Favorable Term”), Specialty shall be entitled to the benefit of that More Favorable Term as provided in this Section 9.

9.2 Scope. More Favorable Terms include terms relating to conversion rate or price, the time at which conversion is first permitted, lock-up, leak-out, or other restrictions on transfer (and any waiver, release, or shortening of them), voting, dividends, liquidation preference, redemption, anti-dilution protection, registration rights, and information rights. The following are not More Favorable Terms: (a) the terms of the Series A Voting Preferred Stock and the Series B-2 Convertible Preferred Stock as set forth in the Certificate of Designations, as the same may be amended or waived from time to time, and the securities issued to the holders of equity of Physicians in the Business Combination; (b) equity awards to employees, directors, or consultants under a plan approved by PCMC’s board of directors, and employment, consulting, or compensation arrangements with officers or directors approved by PCMC’s board of directors; (c) any term required by applicable law, the Securities and Exchange Commission, a securities exchange, or an underwriter; (d) any term granted in a bona fide third-party financing, settlement, or acquisition (in each case, a transaction negotiated at arm’s length with persons that are not affiliates of PCMC, Physicians, or Conrad Ivie and approved by PCMC’s disinterested directors, and, in the case of a financing, for cash consideration); and (e) any transfer to, or release for the benefit of, an affiliate or estate-planning vehicle of a holder.

9.3 Notice and Election. PCMC shall give Specialty written notice of each More Favorable Term, with copies of the relevant documents, within five (5) business days after PCMC agrees to it. Specialty may elect to receive the benefit of the More Favorable Term by written notice to PCMC within thirty (30) days after receipt of PCMC’s notice. Upon that election, the More Favorable Term, together with all conditions, obligations, and restrictions to which it is subject or with which it was granted, shall apply to the Series B-1 Shares held by Specialty, and to the common stock issuable on their conversion, effective prospectively from the date of Specialty’s election, and PCMC shall promptly take all action necessary to give it effect, including by amending the Certificate of Designations or entering into a written agreement with Specialty; provided that (a) PCMC shall use commercially reasonable efforts to obtain any stockholder, exchange, or regulatory approval required to give effect to the More Favorable Term, including by recommending to its board of directors and stockholders an increase in its authorized shares, and (b) PCMC shall not be required to issue shares to the extent an approval required by applicable law or securities exchange rules has not been obtained despite those efforts, in which case the Parties shall negotiate in good faith an economically equivalent alternative. Specialty shall keep all documents and information delivered under this Section 9.3 confidential, and PCMC may redact terms unrelated to the More Favorable Term.

9.4 Release of Restrictions. Without limiting Section 9.1, if any lock-up or other restriction on conversion or transfer applicable to any Comparable Security, or to common stock issued on its conversion, held by any person other than Specialty (other than as described in Section 9.2) is waived, released, or shortened, Specialty may elect, in the manner provided in Section 9.3 and subject to its acceptance of any related conditions, to have the same waiver, release, or shortening apply, pro rata to the percentage of that person’s securities so released, to the Series B-1 Shares held by Specialty and the common stock issuable on their conversion, provided that no release shall apply to the extent it would violate applicable securities laws or any underwriter or exchange requirement.

9.5 Term; Assignment. “MFN Expiration Date” means the earlier of (a) the date on which Specialty and its affiliates no longer hold any Series B-1 Shares or common stock issued on their conversion, and (b) the third anniversary of the Closing Date. This Section 9 has no effect unless the Closing occurs. Notwithstanding Section 10.4, Specialty may assign its rights under this Section 9 to any affiliate to which it transfers Series B-1 Shares.

10. Miscellaneous

10.1 Entire Agreement; Amendment. This Agreement is the entire agreement of the Parties regarding its subject matter and supersedes all prior understandings concerning the cancellation of the Note and the Physicians Note, but does not otherwise amend or supersede the Note Transfer Agreement. It may be amended or waived only by a writing signed by all Parties.

10.2 Governing Law; Venue. This Agreement is governed by the laws of the State of Nevada, without regard to conflict-of-laws principles. Each Party submits to the exclusive jurisdiction of the state and federal courts located in Clark County, Nevada for any action arising out of or relating to this Agreement.

10.3 Notices. Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or email (with confirmation) to the addresses set out on the signature page, or as later designated by notice.

10.4 Successors; Assignment. This Agreement binds and benefits the Parties and their successors and permitted assigns. No Party may assign it without the prior written consent of the other Parties.

10.5 Severability; Counterparts. If any provision is unenforceable, the remainder shall continue in effect. This Agreement may be executed in counterparts and by electronic signature, each of which is an original.

10.6 Survival. Sections 5 (if effective), 6, 9, and 10 survive the Cancellation Time.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

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