PicoCELA (PCLA) flags Nasdaq bid-price issue and issues restricted shares

Rhea-AI Filing Summary

PicoCELA Inc. filed a Form 6-K outlining two recent developments. The company issued restricted common shares to MCC and You Planning, indicating an equity-based transaction with these parties.

The filing also notes that PicoCELA received a Nasdaq notification regarding a minimum bid price deficiency, signaling a potential risk to its continued listing status if the issue is not resolved.

Positive

• None.

Negative

• Nasdaq minimum bid price deficiency notice introduces a clear risk to PicoCELA Inc.’s continued Nasdaq listing if the company does not regain compliance within the applicable cure period, which could affect liquidity and investor perception.

Insights

Equity markets and listing standards analyst

Nasdaq bid-price deficiency introduces listing risk while equity grants adjust ownership.

PicoCELA Inc. reports two key items: issuance of restricted common shares to MCC and You Planning, and receipt of a Nasdaq notification about a minimum bid price deficiency. The equity issuance suggests new or enhanced relationships with these parties, though no amounts are disclosed.

The Nasdaq minimum bid price deficiency notice is important because prolonged non-compliance can ultimately threaten an exchange listing. The exact timelines, cure periods, or potential remedies are not detailed in this excerpt, so future company communications will be needed to understand how PicoCELA addresses this compliance issue.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2025

Commission File Number: 001-42470

PicoCELA Inc.

2-34-5 Ningyocho, SANOS Building, Nihonbashi

Chuo-ku, Tokyo 103-0013 Japan

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

EXHIBIT INDEX

Exhibit No		Description
99.1		Press Release - PicoCELA Inc. Issues Restricted Common Shares to MCC and You Planning
99.2		Press Release - PicoCELA Inc. Receives Nasdaq Notification Regarding Minimum Bid Price Deficiency

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PicoCELA Inc.
Date: August 29, 2025	By:	/s/ Hiroshi Furukawa
	Name:	Hiroshi Furukawa
	Title:	Chief Executive Officer and Representative Director

FAQ

What did PicoCELA Inc. disclose in its latest Form 6-K (PCLA)?

PicoCELA Inc. disclosed two main developments. It issued restricted common shares to MCC and You Planning, and it received a Nasdaq notification regarding a minimum bid price deficiency, highlighting both an equity transaction and a listing-compliance concern.

What is the significance of PicoCELA Inc. receiving a Nasdaq minimum bid price deficiency notice?

The Nasdaq minimum bid price deficiency notice indicates PicoCELA Inc. is not meeting a required share price standard. If the company does not regain compliance within the required timeframe, its Nasdaq listing status could be at risk, potentially impacting trading liquidity.

What equity action involving MCC and You Planning did PicoCELA Inc. report?

PicoCELA Inc. reported issuing restricted common shares to MCC and You Planning. This reflects an equity-based transaction involving these parties, although the excerpt does not specify the number of shares, pricing terms, or the strategic purpose of the issuance.

Does the PicoCELA Inc. Form 6-K include financial results or earnings data?

The Form 6-K excerpt does not include financial results or earnings data. It focuses instead on corporate actions: issuing restricted common shares to MCC and You Planning and acknowledging a Nasdaq minimum bid price deficiency notification affecting listing compliance.

Who signed the PicoCELA Inc. Form 6-K filed in August 2025?

The Form 6-K was signed on behalf of PicoCELA Inc. by Hiroshi Furukawa. He is identified in the filing as Chief Executive Officer and Representative Director, confirming executive-level authorization for the reported information and exhibits.