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. delivered 5,000,000 common shares to About Investment Pte. Ltd. in exchange for 5,000,000 of the investor’s Class A preferred shares. The investor had received 20,000,000 preferred shares in July 2026; as of September 30, 2026, 15,000,000 preferred shares were issued and outstanding.
The board reduced the transfer restriction period for restricted common shares held by Chairman, Chief Technology Officer and Representative Director Hiroshi Furukawa and Chief Operating Officer and director Hideaki Horikiri from 20 years to 10 years. On September 30, Furukawa returned 1,166,666 shares and Horikiri returned 3,833,334 shares to the company for no consideration. PicoCELA determined to hold the returned shares as treasury shares. As of that date, 9,613,805 common shares were issued and outstanding.
PicoCELA Inc. (PCLA) reports unaudited results for the six months ended March 31, 2026, showing strong top-line growth but a much larger loss and a going-concern warning. Total revenues rose to ¥367.4 million, up 45.5% year over year, led by product equipment revenue of ¥300.9 million and SaaS, maintenance and other revenue of ¥66.5 million.
The company recorded a net loss of ¥2,593.0 million, mainly driven by ¥2,330.0 million of non-cash share-based compensation on restricted shares granted to senior executives; non-GAAP net loss excluding this was ¥263.0 million. Cash and cash equivalents fell to ¥187.4 million from ¥534.9 million, with operating cash outflow of ¥134.5 million, and management concluded that substantial doubt exists about its ability to continue as a going concern. To address liquidity, PicoCELA offset ¥1,376.5 million of accumulated deficit against additional paid-in capital and, subsequent to period end, raised $5.0 million by issuing 20,000,000 Class A preferred shares and issued additional restricted common shares to a key executive.
About Investment Pte. Ltd., controlled by Jiaming Li, agreed to invest $5,000,000 in PicoCELA Inc. through the purchase of 20,000,000 Class A Preferred Shares at $0.25 per share. These Preferred Shares are currently convertible, at About Investment’s election, into 20,000,000 common shares represented by ADSs.
On this as-converted basis, About Investment and Li may be deemed to beneficially own 20,000,000 ADSs, or 67.5% of PicoCELA’s outstanding ADSs, giving them shared voting and dispositive power. The investment comes with extensive rights, including proposing directors, restricting new share issuances, designating a representative director with sole signing authority, and vetoing asset, intellectual property or cash transfers above $250,000 during periods when they hold more than 50% of voting rights. If PicoCELA’s share or ADS price is $0.50 or less for 20 consecutive trading days, each Preferred Share would become convertible into two common shares.
PicoCELA Inc., a Japan-incorporated manufacturing company, filed a Form D for a private equity offering exempt under Rule 506(b) of Regulation D. The notice covers a $5,000,000 USD equity issuance, with the total amount reported as sold and $0 remaining.
Univest Securities, LLC is identified in connection with sales compensation, while finders’ fees are reported as $0 USD. The first sale in the offering occurred on July 16, 2026. The company’s size is marked "Decline to Disclose." The elections of Lim Kien Leong and Jong Han Rey Foo as directors became effective on July 16, 2026, following a shareholder resolution at an extraordinary general meeting on June 18, 2026.
PicoCELA Inc. entered into a Class A Preferred Share Purchase Agreement with an institutional investor to issue and sell 20,000,000 Class A preferred shares at $0.25 per share for $5,000,000 gross proceeds. Univest Securities acted as placement agent, earning a 7.0% cash fee plus up to $150,000 accountable and 1.0% non-accountable expenses, and received an 18‑month right of first refusal on future financings and certain transactions.
Net proceeds of approximately $4,449,975 will fund mesh Wi‑Fi manufacturing costs and U.S. listing maintenance. Each Preferred Share converts into one Common Share, or into two Common Shares if the Common Share or ADS price is at or below $0.50 for 20 consecutive trading days, and carries one vote. As of July 16, 2026, PicoCELA had 9,613,805 Common Shares and 20,000,000 Preferred Shares outstanding, totaling 29,613,805 voting rights. While the investor holds more than 50% of voting rights, it has consent rights over new securities issuances, significant transactions above $250,000, and Board matters, including designating a representative director. Following payment for the Preferred Shares, two investor‑linked nominees, Lim Kien Leong and Jong Han Rey Foo, joined the six‑member Board, of which two directors are Nasdaq‑independent.
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.