PicoCELA (PCLA) boosts authorized shares and adopts 30-year restricted stock plan

Rhea-AI Filing Summary

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.

Insights

Equity & Governance Analyst

PicoCELA cleans up deficits, expands share capacity, and adds a long-term equity plan for directors.

PicoCELA used its other capital surplus to eliminate an accumulated deficit of ¥1,376,478,327. This is an accounting reclassification that removes past losses from retained earnings without raising cash or changing total equity, which can simplify future dividend or capital policies under Japanese corporate rules.

The authorized share ceiling increased from 4,615,224 to 16,615,220 shares, giving the company more flexibility for future equity issuance, including financings or stock compensation, if later approved. Shareholders also endorsed a 30-year restricted share program for audit and supervisory board directors, with an aggregate cap of ¥4.4 billion and 11,132,197 shares and a 20-year lock-up period, tying a portion of director pay to the company’s long-term value.

All three proposals passed with strong majorities and turnout of about 81.49% of eligible votes as of January 27, 2026. The eventual effects on existing shareholders will depend on how much of the newly authorized capacity and compensation pool the company actually issues over time.

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 March 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 ☐

Convocation and Results of Extraordinary General Meeting of Shareholders of PicoCELA Inc.

In accordance with the rules and regulations of the Companies Act of Japan (the “Companies Act”), PicoCELA Inc. (the “Company”) made public a notice and accompanying information, including voting instructions, on its website on February 9, 2026, and sent the same to all holders of its common shares and American Depositary Shares on February 9, 2026, with respect to its extraordinary general meeting (the “Extraordinary Meeting”) which was subsequently held in Tokyo, Japan on February 24, 2026 at 10:00 a.m., Japan Standard Time. The Extraordinary Meeting was held for the following purposes, as more fully described in the Notice of Convocation attached hereto as Exhibit 99.1:

Matters to be Resolved:

Proposal 1	Offsetting Accumulated Deficit against Other Capital Surplus
Proposal 2	Partial Amendment of the Articles of Incorporation
Proposal 3	Grant of Restricted Common Shares as Share-Based Compensation for Directors

The notice furnished in this report as Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

At the Extraordinary Meeting, the shareholders of the Company approved and adopted all proposals as originally proposed.

A total of 3,384,988 votes, representing approximately 81.49% of the votes as of January 27, 2026, the record date for the Extraordinary Meeting, were present in person or by proxy at the Extraordinary Meeting. The results of the votes were as follows:

Proposal		For		Against		Abstain
Proposal 1		3,330,107		3,243		51,638
Proposal 2		3,249,185		85,150		51,653
Proposal 3		3,233,856		99,528		51,604

A copy of the English translation of the amended articles of incorporation is furnished in this report as Exhibit 3.1.

EXHIBIT INDEX

Exhibit No.		Description
3.1		Amended Articles of Incorporation of the Registrant (English Translation)
99.1		Convocation Notice of the Extraordinary General Meeting of Shareholders, dated February 9, 2026

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: March 6, 2026	By:	/s/ Hiroshi Furukawa
	Name:	Hiroshi Furukawa
	Title:	Chief Executive Officer and Representative Director

Exhibit 99.1

Convocation Notice of the Extraordinary Shareholders’ General Meeting

February 9, 2026

Dear Shareholders:

You are cordially invited to attend the Extraordinary General Meeting of Shareholders of PicoCELA Inc. (the “Company”) which will be held as described below.

If you are unable to attend the meeting, we kindly ask that you indicate your approval or disapproval on the proxy form, affix your seal, and return it so that it arrives no later than 5:00 p.m. on February 23, 2026.

1.	Date and time:	Tuesday, February 24, 2026 at 10:00 a.m.
2.	Location:	Room No. 4 in Hamacho-Kuminkan
		3-37-1, Nihonbashi-Hamacho, Chuo-ku, Tokyo, Japan
3.	Purpose of the meeting
	Matters to be resolved

	Proposal 1	Offsetting Accumulated Deficit against Other Capital Surplus
	Proposal 2	Partial Amendment of the Articles of Incorporation
	Proposal 3	Grant of Restricted Common Shares as Share-Based Compensation for Directors

The outlines of the above proposals are described in “Reference Documents Relating to the Solicitation of Proxy Votes”.

	●	The record date for the Extraordinary General Meeting of Shareholders is January 27, 2026.
	●	For those attending the meeting, please present the enclosed Proxy Form at the reception desk on arrival at the venue.
	●	Please note that on the date of this letter the same material (Convocation of the Extraordinary General Meeting of Shareholders) is posted at: https://picocela.com/en/news/ir/

Hiroshi Furukawa

CEO

and Representative

Director

PicoCELA Inc.

2-34-5 Ningyocho, Nihonbashi, Chuo-ku, Tokyo Japan

Proxy Form

To PicoCELA Inc.:

I hereby appoint shareholder ______________as proxy holder to represent me and delegate the following authorities.

1.	Attend the Extraordinary Shareholders’ General Meeting of PicoCELA Inc. to be held on Tuesday, February 24, 2026, and exercise the voting rights in accordance with my instructions (as indicated by a circle) on the following proposals.
	However, if no instructions are given regarding a proposal, or if an amendment to a proposal is submitted, I hereby delegate full discretion to act on my behalf in either case.
2.	Appoint a substitute proxy.

Proposal 1		Agree		Disagree
Proposal 2		Agree		Disagree
Proposal 3		Agree		Disagree

February       , 2026

Addres:

Name: ___________________________ Seal/Sign: ________________________

Number of voting rights: ____________ rights

Reference Documents Relating to the Solicitation of Proxy Votes

1.	Solicitor of proxy votes
	Hiroshi Furukawa
	CEO and Representative Director
	PicoCELA Inc.

2. Proposals and reference information

Proposal 1 Offsetting Accumulated Deficit against Other Capital Surplus

Based on the Article 452 of the Japanese Companies Acts, we propose offsetting Accumulated Deficit against Other Capital Surplus as follows:

	1.	Class of Capital and the amount of reduction:
		¥1,376,478,327 of Other Capital Surplus is reduced
	2.	Class of Capital and the amount to be offset:
		¥1,376,478,327 of Accumulated Deficit is offset to zero
	3.	On the effective date of Offsetting Accumulated Deficit against Other Capital Surplus is February 25, 2026

Proposal 2 Partial Amendment of the Articles of Incorporation

1. Reasons for the Proposal

i) Proposal for Amendment of Article 6 (Total Number of Authorized Shares) We propose increasing the total number of authorized shares to secure future funding and flexibility in business development in accordance with the provisions of Article 113, paragraph (3) of the Companies Act.

2. Details of amendment

The details of the amendment of the Proposal are as follows.

These partial amendment of the Articles of Incorporation will be effective at the conclusion of this meeting.

Current Articles of Incorporation		Proposed amendment
Article 6		Article 6
(Total Number of Authorized Shares)		(Total Number of Authorized Shares)
The total number of authorized shares of the Company shall be 4,615,224.		The total number of authorized shares of the Company shall be 16,615,220.
		(Note: Underlined indicates the area of change)

Proposal 3 Grant of Restricted Common Shares as Share-Based Compensation for Directors

We would like to adapt a program (the “Program”) to grant restricted common shares to the Directors who are Audit and Supervisory Board members of the Company. The Company requests approval for the determination of the limit on the amount of monetary compensation claims provided for the purpose of granting eligible Directors restricted common shares separately from the basic remuneration of Directors who are Audit and Supervisory Board members, and for the determination of the limit on the total number of restricted shares to be delivered as follows:

The Program term is for 30 years, from March 1, 2026 to February 29, 2056. Upon the introduction of this Program, the limit on the cumulative aggregate amount of the share-based compensation provided through the grant of restricted common shares shall be ¥4.4 billion, and the limit on the total number of shares to be granted shall be 11,132,197 shares. The amount of share-based compensation based on the Company’s common shares granted through the issuance of new shares or the disposition of treasury shares under this Program is calculated by multiplying net assets per share by the number of shares granted through the issuance of new shares or the disposition of treasury shares.

We have determined that this proposal is appropriate as a program to provide recipients with incentives to contribute to the long-term and stable enhancement of the Company’s corporate value. We have also determined that this is a sound management measure because, unlike the provision of cash, share-based compensation will not use any cash resources of the Company. Details of the restricted common shares and the conditions for granting are as follows:

	i)	Eligible recipients:
		The Company’s Directors who are Audit and Supervisory Board members.
	ii)	Transfer and resale restriction period:
		Transfer or resale is prohibited for 20 years from the date of the grant.
	iii)	Grant method:
		By entering an agreement on the allocation of restricted common shares, the Company issues or disposes of the Company’s common shares.
	iv)	Other:
		Detailed conditions regarding restricted shares shall be determined by the resolution of the Board of Directors.

END

FAQ

What did PicoCELA Inc. (PCLA) shareholders approve at the February 2026 extraordinary meeting?

Shareholders approved three proposals: eliminating accumulated deficit using other capital surplus, increasing authorized shares, and adopting a long-term restricted share compensation program for directors. These changes adjust PicoCELA’s capital structure and formalize equity-based incentives for audit and supervisory board members.

How did PicoCELA (PCLA) eliminate its accumulated deficit and what amount was affected?

PicoCELA resolved to offset accumulated deficit by reducing other capital surplus by ¥1,376,478,327, bringing the accumulated deficit to zero. This accounting move, effective February 25, 2026, reallocates existing equity but does not generate new cash or change total shareholders’ equity.

How many authorized shares does PicoCELA Inc. (PCLA) now have after the article amendment?

After the amendment to its Articles of Incorporation, PicoCELA’s total number of authorized shares increased from 4,615,224 to 16,615,220. This higher ceiling simply permits, but does not itself execute, future share issuances for financing, compensation, or other corporate purposes.

What are the key terms of PicoCELA’s new restricted share compensation plan for directors?

The program runs 30 years from March 1, 2026 to February 29, 2056, with a cumulative cap of ¥4.4 billion and 11,132,197 shares. Grants go to audit and supervisory board directors, carry a 20-year transfer restriction, and are issued via new or treasury shares.

What was shareholder participation at PicoCELA’s February 2026 extraordinary general meeting?

A total of 3,384,988 votes were represented in person or by proxy, equal to about 81.49% of voting rights as of the January 27, 2026 record date. This level of participation indicates broad shareholder engagement with the capital and compensation proposals.

How will PicoCELA (PCLA) calculate restricted share compensation under the new program?

The share-based compensation amount is calculated by multiplying net assets per share by the number of restricted common shares granted through new share issuance or treasury share disposition. This ties the value of director awards directly to PicoCELA’s net asset value per share at grant.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 59.4 KB

Other Documents

• EX-3.1 EX-3.1 114.5 KB