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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.
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.