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 April 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:
Issuance
of the Company’s Common Shares to the Company’s Chief Financial Officer and Director
On
April 15, 2026 , the Company issued a press release to announce the issuance of 4,400,000 and 1,060,000 common shares (collectively,
the “Shares”) of the Company to Hideaki Horikiri, the chief financial officer and a director of the Company, on April 1 and
11, 2026, respectively, pursuant to those certain two restricted common share compensation agreements (the “Compensation Agreements”)
between the Company and Hideaki Horikiri, each executed on the same date of the issuance of such common shares. Pursuant to the Compensation
Agreements, the issuance of the Shares was in consideration for Hideaki Horikiri’s services rendered and included a prohibition
on any sale, transfer, loan or pledge of the Shares for a period of 20 years from the date of grant. However, the prohibition may be
canceled by a resolution of the Company’s board of directors.
The
execution of the Compensation Agreements and the issuance of Shares were authorized by the Company’s shareholder resolution dated
February 24, 2026 and board of directors’ resolutions dated March 11 and 24, 2026. As of April 11, 2026, the common shares held
by Hideaki Horikiri accounted for 70.66% of the Company’s outstanding 9,613,805 common shares.
A
copy of the English translation of the Compensation Agreements and the press release is furnished in this report as Exhibits 10.1, 10.2,
and 99.1, respectively.
EXHIBIT
INDEX
| Exhibit No. |
|
Description |
| 10.1# |
|
Restricted Stock Compensation Agreement between the Registrant and Hideaki Horikiri, dated April 1, 2026 (English Translation) |
| 10.2# |
|
Restricted Stock Compensation Agreement between the Registrant and Hideaki Horikiri, dated April 11, 2026 (English Translation) |
| 99.1 |
|
Press Release –PicoCELA Inc. Issues Restricted Common Shares to CFO and Director |
| # |
| Certain portion of this
Exhibit was redacted pursuant to Item 601(a)(6) of Regulation S-K and marked by means of brackets and asterisks
(“[****]”). |
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:
April 15, 2026 |
By: |
/s/
Hiroshi Furukawa |
| |
Name: |
Hiroshi
Furukawa |
| |
Title: |
Chief
Executive Officer and Representative Director |
Exhibit
99.1
PicoCELA
Inc. Issues Restricted Common Shares to CFO and Director
Tokyo,
Japan, April 15, 2026 – PicoCELA Inc. (“PicoCELA” or the “Company,” Nasdaq:
PCLA), a Tokyo-based provider of enterprise wireless mesh solutions, entered into two restricted common share compensation agreements
(the “Compensation Agreements”), on April 1 and 11, 2026, respectively, with Hideaki Horikiri, the Company’s
chief financial officer and director. Pursuant to the Compensation Agreements, on April 1 and April 11, 2026, the Company issued 4,400,000
and 1,060,000 common shares, respectively (collectively, the “Shares”), of the Company to Mr. Horikiri. The issuances
of the Shares are in consideration for Mr. Horikiri’s services rendered, and include prohibition on any sale, transfer, loan or
pledge of the Shares for a period of 20 years from the date of grant. However, the prohibition may be canceled by a resolution of the
Company’s board of directors.
The
execution of the Compensation Agreements and the issuance of the Shares were authorized by the Company’s shareholder resolution
on February 24, 2026 and board of directors’ resolutions dated March 11 and 24, 2026.
As
of April 11, 2026 , the number of common shares held by Mr. Horikiri accounted for 70.66% of the Company’s outstanding 9,613,805
common shares.
About
PicoCELA Inc.
PicoCELA
is a Tokyo-based provider of enterprise wireless mesh solutions, specializing in the manufacturing, installation, and services of mesh
Wi-Fi access point devices. PicoCELA Backhaul Engine, the Company’s proprietary patented wireless mesh communication technology
software, eliminates the need for extensive local area network cabling and enables flexible and easy installation of Wi-Fi network devices.
PicoCELA also offers a cloud portal service, PicoManager, which allows users to monitor connectivity and communication traffic, as well
as install edge-computing software on the Company’s PCWL mesh Wi-Fi access points.
Cautionary
Note Regarding Forward-Looking Statements
Statements
in this press release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not
historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform
Act of 1995. The words “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,”
“should,” “target,” “will,” “would,” and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially
from those indicated by such forward-looking statements as a result of various important factors, including: the uncertainties related
to market conditions, and other factors discussed in the “Risk Factors” section of the Company’s filings with the U.S.
Securities and Exchange Commission. Any forward-looking statements contained in this press release speak only as of the date hereof,
and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information,
future events, or otherwise.
PicoCELA
Investor Contact
global@picocela.com
