PicoCELA Inc. Issues Restricted Common Shares to Nikken Lease Kogyo Co. Ltd.

Rhea-AI Summary

PicoCELA, a Tokyo-based provider of enterprise wireless mesh solutions (Nasdaq: PCLA), has entered into a strategic share subscription agreement with Nikken Lease Kogyo, a company specializing in construction materials and equipment leasing.

The agreement, executed on April 28, 2025, involves PicoCELA issuing 2,531,645 common shares to Nikken at JPY79 ($0.55) per share, totaling JPY199,999,955 ($1,396,160). The shares were issued on April 30, 2025, representing 9.3% of PicoCELA's total outstanding 27,215,505 common shares.

Key terms include:

• 18-month restriction on share transfers
• No conversion into American Depository Shares (ADS) during restriction period
• No resale in U.S. stock markets where shares are registered

The private placement aims to facilitate a joint product development project between the two companies.

Positive

• Strategic partnership with Nikken Lease Kogyo for joint product development
• Secured JPY200M ($1.4M) investment through private placement
• 9.3% ownership stake by Nikken shows significant commitment to partnership

Negative

• Share dilution of existing stockholders by issuing 2.5M new shares
• 18-month lock-up period restricts share liquidity
• Shares issued at JPY79 ($0.55) which may represent a discount to market price

Insights

Financial Analyst

PicoCELA secures $1.4M through strategic investment from Nikken, gaining capital for joint product development while issuing 9.3% equity stake.

PicoCELA's $1.4 million private placement with Nikken represents a significant capital infusion with clear strategic intentions. The company issued 2,531,645 common shares at $0.55 per share, representing 9.3% of PicoCELA's total outstanding shares. This transaction creates a material ownership position for Nikken while providing PicoCELA with dedicated funding for their stated joint product development initiative.

The 18-month restriction on share transfers, conversions to ADSs, and U.S. market resales establishes a stable shareholder structure throughout the development period. This lock-up provision reduces concerns about immediate market pressure from the newly issued shares, though the transaction does create moderate dilution for existing shareholders.

This capital raise appears well-structured for its specific purpose - funding joint product development rather than general corporate needs. The direct investment from a strategic partner suggests a targeted approach to raising capital that aligns funding with specific business objectives. The private placement structure allows PicoCELA to secure significant funding without the expenses and uncertainties associated with broader public offerings.

Business Strategist

Strategic partnership between wireless mesh provider and construction equipment company creates promising product development opportunity with substantial financial backing.

This agreement establishes a substantive strategic partnership between PicoCELA, a provider of enterprise wireless mesh solutions, and Nikken Lease Kogyo, a company specializing in construction materials and equipment. Beyond the $1.4 million investment, the explicit goal of undertaking a joint product development project signals a deeper business collaboration than a purely financial transaction.

The partnership structure merits attention - Nikken's 9.3% ownership stake combined with the 18-month trading restrictions indicates a long-term collaborative commitment rather than short-term financial engineering. The companies appear to be aligning their commercial interests through both capital investment and product development cooperation.

While specific products aren't detailed, the partnership brings together complementary expertise: PicoCELA's wireless networking technology and Nikken's construction industry focus. This suggests potential applications in areas such as construction site connectivity, equipment monitoring, or specialized industrial networking solutions. The substantial financial commitment underscores the partners' belief in the commercial potential of their joint development efforts.

TOKYO, May 1, 2025 /PRNewswire/ -- On April 28 , 2025, PicoCELA Inc. (" PicoCELA " or the " Company " ), (Nasdaq: PCLA), a Tokyo-based provider of enterprise wireless mesh solutions, entered into a share subscription agreement (the "Agreement") with Nikken Lease Kogyo Co., Ltd. (" Nikken "), a Tokyo-based company specializing in the sales and leasing of temporary construction materials and equipment, pursuant to which the Company agreed to issue 2,531,645 common shares (the "Shares") to Nikken at a purchase price of JPY79 (or $0.55*) per share, for an aggregate purchase price of JPY199,999,955 (or $1,396,160), on April 30, 2025. The objective of this private placement is to undertake a joint project aimed at developing new products. The Shares were issued to Nikken on April 30, 2025.

 

Under the Agreement, the Shares are restricted for 18 months from being transferred, converted into the Company's American Depository Shares (ADSs) representing the Company's common shares, or resold in the U.S. stock market where the Company's common shares and ADSs are registered.

As of April 30, 2025, the number of common shares held by Nikken accounts for 9.3% of the Company's outstanding 27,215,505 common shares.

 * In this press release, the Japanese yen amounts are converted into U.S. dollars using the rate of JPY143.25 per one U.S. dollar.

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 local area network 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.

Cautionary Note Regarding 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. 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 other factors discussed in the "Risk Factors" section of the Company's filings with the U.S. Securities Exchange Commission. 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.

PicoCELA Investor Contact

global@picocela.com

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SOURCE PicoCELA Inc.

FAQ

How many shares did PicoCELA (PCLA) issue to Nikken Lease Kogyo on April 30, 2025?

PicoCELA issued 2,531,645 common shares to Nikken Lease Kogyo at JPY79 ($0.55) per share, for a total value of JPY199,999,955 ($1,396,160).

What is the lock-up period for Nikken's PCLA shares from April 2025?

The shares have an 18-month restriction period during which they cannot be transferred, converted into ADSs, or resold in the U.S. stock market.

What percentage of PicoCELA (PCLA) shares does Nikken Lease own after April 2025 placement?

After the private placement, Nikken Lease owns 9.3% of PicoCELA's total 27,215,505 outstanding common shares.

Why did PicoCELA (PCLA) issue new shares to Nikken Lease in April 2025?

The private placement was made to undertake a joint project aimed at developing new products between PicoCELA and Nikken Lease Kogyo.

What is the purchase price of PCLA shares in the Nikken Lease private placement?

The purchase price was JPY79 (or $0.55) per share, based on an exchange rate of JPY143.25 per U.S. dollar.