PicoCELA (PCLA) restores Nasdaq minimum bid price compliance for its ADSs

Rhea-AI Filing Summary

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.

Insights

Equity markets and listing standards analyst

PicoCELA avoids Nasdaq delisting risk by restoring its ADS price above $1.00.

The core development is that PicoCELA Inc. has satisfied Nasdaq’s Minimum Bid Price Requirement by keeping its ADS closing price at or above $1.00 for 10 consecutive business days ending February 9, 2026. This resolves the deficiency that arose after 30 days below that threshold.

Maintaining compliance preserves PicoCELA’s Nasdaq listing, which typically supports trading liquidity and accessibility for a broad investor base. The resolution does not itself change the company’s operations or balance sheet, but it removes a formal listing compliance overhang that had a deadline of February 23, 2026.

Future implications depend on whether the ADS price continues to meet Nasdaq rules over time. Subsequent company filings will show if PicoCELA remains consistently above the Minimum Bid Price Requirement or faces any new compliance notifications.

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 February 2026

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 ☐

PicoCELA Inc. Regains Compliance with Nasdaq Minimum Bid Price Requirement

As previously disclosed, on August 26, 2025, PicoCELA Inc. (the “Company”) received a deficiency letter from The Nasdaq Stock Market (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”) because, for a period of 30 consecutive business days, the Company’s American depositary shares (“ADSs”), each representing one common share, failed to maintain a minimum bid price of $1.00 per ADS. According to Nasdaq Listing Rule 5810(c)(3)(A), the Company was given an initial period of 180 calendar days, or until February 23, 2026, to regain compliance with the Minimum Bid Price Requirement.

On February 10, 2026, the Company received a letter from Nasdaq stating that the Company has regained compliance with the Minimum Bid Price Requirement by maintaining a minimum closing bid price of the ADSs of $1.00 or greater per ADS for the last 10 consecutive business days, from January 26, 2026 to February 9, 2026, and that this matter is now closed.

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: February 11, 2026	By:	/s/ Hiroshi Furukawa
	Name:	Hiroshi Furukawa
	Title:	Chief Executive Officer and Representative Director

FAQ

What did PicoCELA Inc. disclose in its February 2026 6-K?

PicoCELA Inc. disclosed that it has regained compliance with Nasdaq’s minimum bid price requirement for its ADSs. The company met Nasdaq’s rule by maintaining a closing bid of at least $1.00 per ADS for 10 consecutive business days, leading Nasdaq to close the deficiency matter.

Why was PicoCELA Inc. previously non-compliant with Nasdaq rules (PCLA)?

PicoCELA Inc. was previously non-compliant because its ADSs traded below a $1.00 minimum bid price for 30 consecutive business days. Nasdaq notified the company of this deficiency on August 26, 2025 under Listing Rule 5550(a)(2), which governs the Minimum Bid Price Requirement for continued listing.

How did PicoCELA Inc. regain compliance with Nasdaq’s minimum bid price rule?

PicoCELA Inc. regained compliance by maintaining a minimum closing bid price of $1.00 or greater per ADS for 10 consecutive business days. This price condition was met from January 26, 2026 to February 9, 2026, satisfying Nasdaq Listing Rule 5810(c)(3)(A) and resolving the earlier deficiency notice.

What Nasdaq deadline was PicoCELA Inc. facing to fix its bid price issue?

Nasdaq had granted PicoCELA Inc. an initial 180-day grace period, ending February 23, 2026, to regain compliance with the Minimum Bid Price Requirement. Within this window the company achieved 10 consecutive business days at or above $1.00 per ADS, leading Nasdaq to confirm compliance and close the matter.

What securities of PicoCELA Inc. are subject to Nasdaq’s minimum bid price rule?

The rule applies to PicoCELA Inc.’s American depositary shares (ADSs), each representing one common share. Nasdaq requires these ADSs to maintain a minimum bid price of $1.00 per ADS for continued listing, which the company recently satisfied over a 10-day trading period.

What is the significance of Nasdaq confirming PicoCELA’s bid price compliance?

Nasdaq’s confirmation means PicoCELA’s ADSs currently meet the exchange’s Minimum Bid Price Requirement for continued listing. This removes the immediate risk associated with the earlier deficiency notice and confirms the company’s securities remain in good standing under the relevant Nasdaq listing rule.