PicoCELA Inc. Announces Pricing of Public Offering

Rhea-AI Summary

PicoCELA (Nasdaq: PCLA), a Tokyo-based enterprise wireless mesh solutions provider, has announced the pricing of a best-efforts public offering of 6.1 million American Depositary Shares (ADSs) at $0.30 per ADS, aiming to raise $1.83 million in gross proceeds. Each ADS represents one common share. The offering is expected to close around May 27, 2025. The company plans to allocate 70% of net proceeds for working capital and general corporate purposes, with the remaining 30% dedicated to product development and research. Revere Securities LLC leads the placement, with Dominari Securities LLC as co-placement agent.

Positive

• Secured $1.83 million in funding through public offering
• 30% of proceeds allocated for product development and research
• Registration statement already declared effective by SEC

Negative

• Low offering price of $0.30 per ADS suggests weak market position
• Significant shareholder dilution with 6.1 million new shares
• Best-efforts offering indicates uncertainty in full subscription

Insights

Financial Analyst specializing in capital markets and equity offerings

PicoCELA raises $1.83M through ADS offering at $0.30/share, primarily for working capital with some R&D investment.

PicoCELA's pricing announcement reveals several key aspects of their capital raising strategy. The company has priced 6,100,000 American Depositary Shares at $0.30 per ADS for gross proceeds of $1.83 million. The structure as a best-efforts offering is notable—unlike firm commitment offerings where underwriters guarantee the full amount, best-efforts arrangements mean placement agents will try to sell the offered securities without guaranteeing complete subscription.

The allocation of proceeds provides insight into the company's immediate priorities: 70% designated for working capital and general corporate purposes suggests a focus on strengthening operational foundations, while the 30% earmarked for product development indicates continued investment in their enterprise wireless mesh technology platform.

For context, enterprise wireless mesh solutions allow organizations to create robust, self-healing networks where multiple nodes connect to each other, providing broader coverage and redundancy compared to traditional hub-and-spoke network architectures. This technology sector continues to see demand in environments requiring flexible network deployment without extensive wiring infrastructure.

The involvement of multiple financial services firms—Revere Securities as lead placement agent, Dominari Securities as co-placement agent, and Spirit Advisors as financial advisor—suggests a coordinated approach to ensure successful execution of this capital raise. The expected closing date of May 27, 2025, indicates the company anticipates completing the transaction promptly, subject to customary closing conditions.

TOKYO, May 23, 2025 /PRNewswire/ -- PicoCELA Inc. ("PicoCELA" or the "Company"), (Nasdaq: PLCA), a Tokyo-based provider of enterprise wireless mesh solutions, today announced the pricing of a best-efforts public offering (the "Offering") of 6,100,000 American Depositary Shares ("ADSs") at a public offering price of $0.30 per ADS. The Company expects to receive aggregate gross proceeds of $1,830,000, before deducting placement agent commissions and other offering expenses. Each ADS represents one common share of the Company.

The Offering is expected to close on or about May 27, 2025, subject to the satisfaction of customary closing conditions. The Company intends to use approximately 70% of the net proceeds from the Offering for working capital and general corporate purposes and approximately 30% for product development and research.

Revere Securities LLC is acting as the lead placement agent and Dominari Securities LLC is acting as the co-placement agent in connection with the Offering. Hunter Taubman Fischer & Li LLC is acting as U.S. counsel to the Company, and Winston & Strawn LLP is acting as U.S. counsel to the placement agents in connection with the Offering. Spirit Advisors LLC is acting as the financial advisor for the Company.

A registration statement on Form F-1, as amended (File No. 333-285764), relating to the Offering was filed with the U.S. Securities and Exchange Commission (the "SEC") and was declared effective by the SEC on May 22, 2025. The Offering is being made only by means of a prospectus, forming part of the effective registration statement. A copy of the final prospectus, when available, relating to the Offering may be obtained via the SEC's website at www.sec.gov. Copies of the prospectus, when available, may be obtained from: Revere Securities LLC, 560 Lexington Ave, 16th Floor, New York, NY 10022, or by email at contact@reveresecurities.com.  

Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more information about the Company and the Offering. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About PicoCELA Inc.

PicoCELA is a Tokyo-based provider of enterprise wireless mesh solutions, specializing in the manufacturing, installation, and services of mesh Wi-Fi access point devices. PicoCELA Backhaul Engine, the Company's proprietary patented wireless mesh communication technology software, eliminates the need for extensive LAN cabling and enables flexible and easy installation of Wi-Fi network devices. PicoCELA also offers a cloud portal service, PicoManager, which allows users to monitor connectivity and communication traffic, as well as install edge-computing software on the Company's PCWL mesh Wi-Fi access points.

Forward-Looking Statements

Statements in this press release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute "forward-looking statements" within the meaning of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the expectation that the Offering will be successfully completed. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," "would," and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the uncertainties related to market conditions and the completion of the Offering on the anticipated terms or at all, and other factors discussed in the "Risk Factors" section of the preliminary prospectus filed with the SEC. Any forward-looking statements contained in this press release speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.

For investor and media inquiries, please contact:
global@picocela.com

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SOURCE PicoCELA Inc.

FAQ

What is the price and size of PicoCELA's (PCLA) public offering in 2025?

PicoCELA's public offering consists of 6.1 million American Depositary Shares (ADSs) priced at $0.30 per ADS, aiming to raise $1.83 million in gross proceeds.

How will PicoCELA (PCLA) use the proceeds from its 2025 public offering?

PicoCELA will use 70% of net proceeds for working capital and general corporate purposes, and 30% for product development and research.

When is PicoCELA's (PCLA) public offering expected to close?

The offering is expected to close on or about May 27, 2025, subject to customary closing conditions.

Who are the placement agents for PicoCELA's (PCLA) 2025 public offering?

Revere Securities LLC is acting as the lead placement agent, with Dominari Securities LLC serving as the co-placement agent.