Welcome to our dedicated page for PicoCELA SEC filings (Ticker: PCLA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The PicoCELA Inc. (PCLA) SEC filings page on Stock Titan provides access to the company’s U.S. regulatory disclosures as a foreign private issuer. PicoCELA is a Tokyo-based provider of enterprise wireless mesh solutions that develops the PCWL series of mesh Wi‑Fi access points, powered by its proprietary PicoCELA Backhaul Engine software, and offers SaaS services such as the PicoManager cloud portal.
As a Japanese joint stock corporation with limited liability, PicoCELA files annual reports on Form 20‑F and current reports on Form 6‑K with the Securities and Exchange Commission under Commission File Number 001‑42470. These filings include audited and unaudited financial statements, notes, and management discussions that describe revenue from product equipment sales and from software-as-a-service and maintenance services, as well as information on costs and net results.
Form 6‑K submissions also furnish press releases and corporate notices, such as announcements of the company’s initial public offering and subsequent public offerings of American Depositary Shares, private placements of restricted common shares, Nasdaq minimum bid price deficiency notifications, and notices of the annual general meeting of shareholders held in Tokyo. Interim financial statements for periods such as the six months ended March 31 are likewise furnished on Form 6‑K.
On Stock Titan, these filings are updated in line with EDGAR availability and are paired with AI-powered summaries that highlight key points from long documents. Users can quickly locate annual Form 20‑F reports, interim financial information on Form 6‑K, and other exhibits to understand PicoCELA’s financial position, capital-raising activities, and corporate governance disclosures without reading every page in full.
PicoCELA Inc. held an extraordinary general meeting and a common stock shareholders meeting on June 18, 2026, where shareholders approved all proposals, including a partial amendment to the articles of incorporation, a preferential issuance of Class A Preferred Shares, and the election of two non‑audit directors.
The articles now authorize 38,455,220 shares, rebalanced to 18,455,220 common shares and 20,000,000 Class A Preferred Shares, and reduce the Class A conversion ratio to one or two common shares per preferred share depending on the share price. Shareholders authorized a preferential issuance of up to 20,000,000 Class A Preferred Shares at a minimum payment of US$0.25 per share (less advisory fees) to About Investment Pte. Ltd. as a “Special Subscriber,” which would hold 20,000,000 of 29,613,805 voting rights and own more than 50% of outstanding voting shares. The company states this urgent capital is needed to address its current unfavorable financial position and to continue operating as a going concern. Two independent director candidates were approved; their elections become effective once payment for the newly approved preferred share issuance is made.
PicoCELA Inc. reports senior leadership changes. On May 26, 2026, Toshihito Kanai resigned as Chief Technology Officer and Director, effective June 30, 2026, citing personal reasons and stating that there was no disagreement with the company’s operations, policies, or practices.
On June 22, 2026, the board approved new roles effective July 1, 2026: Hiroshi Furukawa, formerly Chief Executive Officer and Representative Director, became Chairman, Chief Technology Officer, and Representative Director; and Hideaki Horikiri, formerly Chief Financial Officer and Director, became President, Chief Operating Officer, and Director. PicoCELA states that Furukawa and Horikiri continue to serve as its principal executive officer and principal financial officer, respectively, under the Sarbanes-Oxley Act of 2002.
PicoCELA Inc. held an extraordinary general meeting where shareholders approved all proposals, including amendments to its articles of incorporation and a new capital raise. Attendance represented 7,711,938 votes, about 90.16% of voting rights as of the April 2, 2026 record date.
The articles were amended to expand authorized shares to 38,455,220, comprising 33,455,220 common shares and 5,000,000 new Class A Preferred Shares, and to define preferred rights on residual assets. Shareholders approved issuing 4,000,000 Class A Preferred Shares by third-party allotment to About Investment Pte. Ltd. at US$1.25 per share deducting U.S. securities firm advisory fees, with the payment period extended to run from May 1, 2026 through June 30, 2026. Two independent director candidates, Lim Kien Leong and Jong Han Rey Foo, were elected, with their appointments tied to completion of the preferred share financing.
PicoCELA Inc. entered into two restricted common share compensation agreements with its chief financial officer and director, Hideaki Horikiri, issuing 4,400,000 common shares on April 1, 2026 and 1,060,000 common shares on April 11, 2026 as compensation for services.
The shares are subject to a 20-year prohibition on sale, transfer, loan or pledge, which may be canceled by a board resolution. These grants were approved by shareholders on February 24, 2026 and by board resolutions on March 11 and 24, 2026. As of April 11, 2026, Mr. Horikiri’s holdings accounted for 70.66% of PicoCELA’s 9,613,805 outstanding common shares.
PicoCELA Inc. ownership update: Shimizu Corporation reports beneficial ownership of 56,548 ADS, representing 1.4% of the class. The filing states Shimizu owned 6.9% as of March 31, 2025 and that subsequent dilution reduced its stake below 5%, making this an exit filing.
The Schedule 13G lists sole voting and dispositive power for all 56,548 ADS and cites total outstanding common shares of 4,153,805 as of January 26, 2026 in a referenced Form 6-K.
Exeo Group Inc. amended its Schedule 13G to report beneficial ownership of 57,594 American Depositary Shares, equal to 4.99% of the class. As of September 30, 2025 the reporting person beneficially owned 1,727,820 shares of PicoCELA Inc. (outstanding 34,614,207 shares), and the filing states the reporting person "ceased to be the beneficial owner of more than five percent." The filing notes a 1-for-30 reverse stock split effected on January 26, 2026 that reduced the reported holdings from 1,727,820 shares to 57,594 shares while keeping proportional ownership below five percent.
PicoCELA Inc. held an extraordinary shareholders meeting in Tokyo where all three board proposals were approved. Shareholders agreed to offset ¥1,376,478,327 of accumulated deficit using the same amount of other capital surplus, effective February 25, 2026, cleaning up past losses on the balance sheet without new cash.
The meeting also approved amending the Articles of Incorporation to increase the total number of authorized shares from 4,615,224 to 16,615,220, expanding the company’s capacity to issue equity in the future. In addition, shareholders backed a 30-year restricted share compensation program for audit and supervisory board directors, capped at ¥4.4 billion and 11,132,197 shares, with a 20-year transfer restriction to align director incentives with long-term corporate value. About 81.49% of voting rights were represented.
PicoCELA Inc. files its Form 20-F annual report, highlighting a niche but concentrated business in enterprise mesh Wi‑Fi access points in Japan. Revenue is heavily dependent on its PCWL series, which contributed JPY447,069 thousand (approximately $3,021 thousand) in fiscal 2025, over 80% of total revenue.
The company remains loss-making, with a 2025 net loss of JPY626,312 thousand (approximately $4,233 thousand) and accumulated deficit of JPY2,828,980 thousand. It carries material short‑term debt of JPY261,940 thousand and relies on rolling short bank loans, while holding net operating loss carryforwards of about JPY3,249 million (around $22 million) in Japan.
Key risks include chip supply constraints for Wi‑Fi chips, dependence on a few manufacturers and distributors, planned but unproven SaaS and edge‑computing strategies, heavy geographic concentration in Japan, and ambitious expansion plans into Europe and the U.S. that add regulatory, operational, and currency risk. The report also notes Nasdaq listing risk due to prior minimum bid price deficiencies.
PicoCELA Inc. reports that it has regained compliance with Nasdaq’s minimum bid price requirement for its American depositary shares (ADSs). The company had previously fallen below the required minimum bid price of $1.00 per ADS for 30 consecutive business days, triggering a deficiency notice from Nasdaq on August 26, 2025.
Nasdaq granted PicoCELA until February 23, 2026 to restore compliance. The company met the requirement by maintaining a minimum closing bid price of $1.00 or greater per ADS for 10 consecutive business days from January 26, 2026 to February 9, 2026. Nasdaq has confirmed that PicoCELA is now back in good standing under the applicable listing rule and that this matter is closed.
PicoCELA Inc. is implementing a 1-for-30 reverse share split of all authorized, issued, and outstanding common shares, effective on January 26, 2026, after approval at its 2026 annual general meeting. The move is intended to help the company meet Nasdaq’s minimum bid price rule and reduce delisting risk.
The company’s American depositary shares (ADSs) will continue to represent one common share each and will begin trading on a split-adjusted basis on the same date, with the total number of ADSs reduced proportionately. Fractional ADS entitlements will be aggregated, sold by the depositary, and net cash proceeds distributed to holders. Authorized common shares will be consolidated 30-for-1 to 4,615,224 shares, and issued and outstanding shares will decrease from 124,614,207 as of January 20, 2026 to approximately 4,153,805 after the split.