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 July 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 and Common Stock Shareholders Meeting 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 provided accompanying information, including voting instructions, on its website on June 3, 2026, and sent the
same to all holders of its common shares and American Depositary Shares on June 3, 2026, with respect to its extraordinary general meeting
of shareholders (the “Extraordinary General Meeting”) and meeting of holders of common shares (the “Common Stock Shareholders
Meeting”), which Extraordinary General Meeting and Common Stock Shareholders Meeting were subsequently held in Tokyo, Japan on
June 18, 2026 at 10:00 a.m., Japan Standard Time. The Extraordinary General Meeting and Common Stock Shareholders Meeting were held for
the following purposes, which purposes are more fully described in the Notice of Convocation attached hereto as Exhibit 99.1:
Matters
to be Resolved Approving:
| Proposal
1 |
Partial
Amendment to the Articles of Incorporation
(Proposal
for both Extraordinary General Meeting and Common Stock
Shareholders
Meeting) |
| |
|
| Proposal
2 |
Preferential
Issuance of Class A Preferred Shares by Third-Party Allotment
(Proposal
for Extraordinary General Meeting) |
| |
|
| Proposal
3 |
Election
of Two Directors Who Are Not Members of Audit and Supervisory Committee
(Proposal
for Extraordinary General Meeting) |
The
notice of convocation 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.
A
total of 8,729,248 votes, representing approximately 90.80% of the votes as of June 3, 2026, the record date for the Extraordinary General
Meeting and Common Stock Shareholders Meeting, were present in person or by proxy at the Extraordinary General Meeting and Common Stock
Shareholders Meeting.
At
the Extraordinary General Meeting and Common Stock Shareholders Meeting, the shareholders of the Company approved and adopted all proposals
as originally proposed.
The
voting result of the Extraordinary General Meeting was as follows:
| Proposal | |
For | |
Against | |
Abstain |
| Proposal 1 | |
8,585,148 | |
143,827 | |
273 |
| Proposal 2 | |
8,584,541 | |
144,464 | |
243 |
| Proposal 3 - Candidate 1) | |
8,669,387 | |
59,558 | |
303 |
| Proposal 3 - Candidate 2) | |
8,669,385 | |
59,560 | |
303 |
The
voting result of the Common Stock Shareholders Meeting was as follows:
| Proposal | |
For | |
Against | |
Abstain |
| Proposal 1 | |
8,585,148 | |
143,827 | |
273 |
For
the avoidance of doubt, this Proposal 3 proposed the election of the same two directors approved in accordance with proposal 3 (the “Previous
Proposal 3”) of the extraordinary general meeting held on April 30, 2026 (the “Previous Extraordinary General Meeting”).
The details of the Previous Extraordinary General Meeting were disclosed on a current report on Form 6-K furnished on May 12, 2026. The
effective date of the election of the two directors pursuant to the Previous Proposal 3 was conditioned upon: (i) the approval of the
issuance of class A preferred shares by third party allotment in accordance with proposal 2 of the Previous Extraordinary General Meeting
(the “Previous Proposal 2”), and (ii) the payment for the issuance of the class A preferred shares pursuant to the Previous
Proposal 2 made during the payment period of May 1, 2026 to June 30, 2026 (“Payment Period”). Since the Payment Period elapsed
before any payment was made, the Previous Proposal 3 did not become effective.
This
Proposal 3 will become effective upon the approval of Proposal 2, which approval was obtained at the Extraordinary General Meeting, and
the payment for the issuance of class A preferred shares in accordance with this Proposal 2 is made.
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 and Common Stock Shareholders Meeting, dated June 3, 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:
July 14, 2026 |
By: |
/s/
Hiroshi Furukawa |
| |
Name: |
Hiroshi
Furukawa |
| |
Title: |
Chairman,
Chief Technology Officer, and Representative Director |
Exhibit
99.1
Convocation
Notice of Extraordinary General Meeting of Shareholders
and
Common Stock Shareholders Meeting
Date
of Dispatch: June 3, 2026
To:
All Shareholders
Dear
Shareholders,
We
would like to express our sincere appreciation for your continued support.
You
are hereby notified that the Extraordinary General Meeting of Shareholders will be held as set forth below. We kindly request your attendance.
If
you are unable to attend the meeting, please indicate your approval or disapproval on the enclosed proxy form, affix your seal/signature,
and return it to us so that it arrives no later than 5:00 p.m. on June 17, 2026.
Sincerely
yours,
Hiroshi
Furukawa
Representative
Director
PicoCELA
Inc.
2-34-5
Nihonbashi Ningyocho, Chuo-ku, Tokyo Japan
Details
| 1 |
Date
and Time: |
June
18, 2026 (Thursday) at 10:00 a.m. |
| 2 |
Venue: |
Room
No.4, Hamacho Community Center |
| |
|
3-37-1
Nihonbashi Hamacho, Chuo-ku, Tokyo |
| 3
|
Objective
of the Meeting: |
|
| |
Matters
to be Resolved |
|
| Proposal
No. 1: |
|
Partial
Amendment to the Articles of Incorporation |
| |
|
(Proposal
for both Extraordinary General Meeting of Shareholders and Common Stock Shareholders Meeting) |
| |
|
|
| Proposal
No. 2: |
|
Preferential
Issuance of Class A Preferred Shares by Third-Party Allotment |
| |
|
(Proposal
for Extraordinary General Meeting of Shareholders) |
| |
|
|
| Proposal
No. 3: |
|
Election
of Two Directors Who Are Not Members of Audit and Supervisory Committee |
| |
|
(Proposal
for Extraordinary General Meeting of Shareholders) |
Please
bring the proxy form with you and submit it at the reception desk on the day of the meeting.
Reference
Materials Related to Solicitation of Proxy Voting Rights
| 1. | Solicitor
of Proxy Voting Rights |
| |
PicoCELA
Inc. |
(Representative
Director: Hiroshi Furukawa) |
| 2. | Proposals
and Reference Matters |
| Proposal
No. 1 |
Partial
Amendment to the Articles of Incorporation |
| |
(Proposal
for both Extraordinary General Meeting of Shareholders and Common Stock Shareholders Meeting) |
| 1. |
Reasons
for the Proposal No. 1 |
| |
|
| This
Partial Amendment to the Articles of Incorporation is proposed for approval at the Extraordinary General Meeting of Shareholders
as well as the Common Stock Shareholders Meeting |
| |
|
| (1) |
Amendment
to Article 6 (Total Number of Authorized Shares) |
| |
|
| |
In
accordance with Article 113, Paragraph 3 of the Companies Act, the total number of authorized shares of Class A Preferred Shares
will be increased in order to secure flexibility for future fundraising and business expansion. |
| |
|
| (2) |
Amendment
to Paragraph 2 of Article 18 |
| |
|
| |
Class
A Preferred Share’s conversion rate to Common Stock will be amended. |
| |
|
| (3) |
Amendment
to Article 22 |
| |
|
| |
Adding
COO and Director to the chair of the Shareholders Meetings in addition to the current chair, President and Director |
| |
|
| (4) |
Amendment
to Article 31 |
| |
|
| |
Adding
COO and Director to the chair to call and reside the Board of Directors Meetings in addition to the current chair, President and
Director |
| 2. |
Details
of Amendments |
| |
|
| |
The
proposed amendments are as follows: |
| |
|
| |
The
amendments to the Articles of Incorporation under this proposal shall become effective upon the conclusion of this General Meeting. |
(Underlined
portions indicate amendments.)
| Current
Articles |
|
Proposed
Amendment |
| |
|
|
|
|
| (Total
Number of Authorized Shares) Article 6 The types of authorized shares of the Company shall consist of: |
|
(Total
Number of Authorized Shares) Article 6 The types of authorized shares of the Company shall consist of: |
| Common
Shares that do not provide special provisions regarding matters set forth in each item of Article 108, Paragraph 2 of the Companies
Act, and Class Shares as provided in Chapter 3 (hereinafter referred to as “Class A Preferred Shares”). |
|
Common
Shares that do not provide special provisions regarding matters set forth in each item of Article 108, Paragraph 2 of the Companies
Act, and Class Shares as provided in Chapter 3 (hereinafter referred to as “Class A Preferred Shares”). |
| |
|
|
|
|
| 2
The total number of authorized shares shall be 38,455,220 shares, consisting of: 33,455,220 Common Shares, and 5,000,000
Class A Preferred Shares. |
|
2
The total number of authorized shares shall be 38,455,220 shares, consisting of: 18,455,220 Common Shares, and 20,000,000
Class A Preferred Shares. |
| |
|
|
|
|
| (Right
to Request Conversion into Common Stock) |
|
(Right
to Request Conversion into Common Stock) |
| |
|
|
|
|
| Article
18. A Class A Preferred Shareholder may, at any time, request the Company to deliver common stock of the Company in exchange for
the Class A Preferred Stock held by such shareholder (hereinafter referred to as “Conversion”), subject to the conditions
set forth in Paragraph 2 of this Article. |
|
Article
18. A Class A Preferred Shareholder may, at any time, request the Company to deliver common stock of the Company in exchange for
the Class A Preferred Stock held by such shareholder (hereinafter referred to as “Conversion”), subject to the conditions
set forth in Paragraph 2 of this Article. |
| |
|
|
|
|
| 2
The conditions for the Conversion of Class A Preferred Stock shall be as follows: |
|
2
The conditions for the Conversion of Class A Preferred Stock shall be as follows: |
| |
|
|
|
|
| (1) |
One
share of Class A Preferred Stock may be converted into five shares of common stock. However, if the price of common stock,
or the price of ADSs equivalent to the price of common stock, falls to $0.50 or less per share for 20 consecutive trading days, one
share of Class A Preferred Stock may be converted into ten shares of common stock. |
|
(1) |
One
share of Class A Preferred Stock may be converted into one share of common stock. However, if the price of common stock, or
the price of ADSs equivalent to the price of common stock, falls to $0.50 or less per share for 20 consecutive trading days, one
share of Class A Preferred Stock may be converted into two shares of common stock. |
(Convening
Authority and Chairperson)
Article
22 The President and Director shall convene the shareholders’ meeting and serve as its chairperson.
|
|
(Convening
Person and Chairperson)
Article
22 The Board of Directors resolves convocation of the shareholders’ meeting, and President and Director shall send a convocation
notice to the shareholders. President and Director or the COO and Director shall serve as its chairperson.
|
| |
|
|
|
|
| 2.
In the event of an accident involving the President and Director, another Director shall convene the General Meeting of Shareholders
and preside over it in accordance with the order predetermined by the Board of Directors. |
|
2.
In the event of an accident involving both the President and Director and the COO and
Director, another Director shall send a convocation notice to the shareholders
and preside over the Shareholders Meeting in accordance with the order predetermined by the
Board of Directors.
|
| |
|
|
|
|
| (Authority
to Convene and Chair the Board of Directors) Article 31 |
|
(Authority
to Convene and Chair the Board of Directors) Article 31 |
| |
|
|
|
|
| Unless
otherwise provided by law, the President and Director shall convene the Board of Directors and serve as its chairperson. |
|
Unless
otherwise provided by law, the President and Director or the COO and Director shall convene the Board of Directors and serve
as its chairperson. |
| |
|
|
|
|
| 2. |
In
the event of a vacancy or incapacity of the President and Director, another Director shall convene the Board of Directors
and preside over it in accordance with the order predetermined by the Board of Directors. |
|
2. |
In
the event of a vacancy or incapacity of both the President and Director and the COO and Director, another Director shall convene
the Board of Directors and preside over it in accordance with the order predetermined by the Board of Directors. |
| Proposal
No. 2: |
Preferential
Issuance of Class A Preferred Shares by Third-Party Allotment |
| |
(Proposal
for Extraordinary General Meeting of Shareholders) |
Subject
to the Shareholders’ approval of Proposal No. 1 Partial Amendment to the Articles of Incorporation, the Company proposes to delegate
to the Board of Directors the preferential issuance of Class A Preferred Shares and allotment of the Class A Preferred Shares as stated
below.
| 1. | Type
Securities and Maximum Number of Shares to issue: |
| | |
| | Class
A Preferred Shares up to 20,000,000 shares |
| | |
| 2. | Minimum
Payment Amount per share: |
| | |
| | US$0.25
per share less financial advisory fees per share for financial advisory firm |
Reason
for the preferential issuance:
This
issuance of Class A Preferred Shares is a “preferential issuance of equity sharers”. Reason for the preferential issuance
is to raise capital urgently to cope with our current unfavorable financial position and continue to operate as a going concern. We concluded
that under the current financial condision, it is not possible to raise the capital required to continue as a going concern by issuing
shares at market value and we are proposed by a particular potential investor of interest to issue a large number of shares with voting
rights at a price lower than the market price. We concluded that raising capital by preferential issuance of equity shares is the fundamental
and ultimate way to serve the shareholders’ interest. With this new capital, we will conduct a restructuring and improve our business
operation.
Please
note the Preferential Issuance of Class A Preferred Shares above will be allotted to “Special Subscriber” defined under the
Article 206-2(1) of the Companies Act in Japan as a subscriber who is going to own more than 50% of the Company’s outstanding voting
shares at the time of the issuance of the securities subscribed.
The
description of the “Special Subscriber” and the required disclosure related is as below:
| |
i) |
Name
and address of the Special Subscriber: |
| |
|
|
| |
|
About
Investment Pte. Ltd. 68 Circular Road #02-01 Singapore 049422 |
| |
|
|
| |
ii) |
Number
of voting rights to be owned by the Special Subscriber if the subscribed shares were allotted to the Special Subscriber: |
| |
|
|
| |
|
20,000,000 |
| |
|
|
| |
iii) |
Total
number of the Company’s outstanding voting rights if the subscribed equity shares were allotted to the Special Subscriber: |
| |
|
|
| |
|
29,613,805 |
| |
|
|
| |
iv) |
The
Board of Director’s conclusion and the Audit and Supervisory Committee’s opinion on the issuing shares to the Special
Subscriber: |
| |
|
|
| |
|
It
is necessary and appropriate to allot the above number of equity shares with voting rights to the Special Subscriber in order to
raise critical capital for the Company’s business operation |
| Proposal
3: |
Election
of Two Directors Who Are Not Members of Audit and Supervisory Committee |
| |
(Proposal
for Extraordinary General Meeting of Shareholders) |
Although
this proposal was approved at the April 30, 2026 Extraordinary General Meeting of Shareholders, we are reproposing this proposal because
the time limit for the election to become effective has expired.
In
order to reinforce the supervisory function on the Company’s management, we request the election of two Directors who are not Members
of Audit and Supervisory Committee. The election of all of the candidates becomes effective when Proposal 2 above is approved and the
payment for the issuance of Class A Preferred Shares at Proposal 2 is made.
Candidate
1): Lim Kien Leong (37 years old) Number of the Company’s shares held: 0
Mr.
Lim Kien Leong is the Co-founder and CEO of TranSwap Private Limited. He oversees the day-to-day business operations, as well as the
company’s strategic direction and business developments. Lim Kien Leong was previously appointed as the Chief Legal Officer of
TranSwap Private Limited and was responsible for all of the company’s legal and regulatory issues, ensuring the company remained
compliant with relevant authorities’ regulations. Prior to TranSwap, he gained extensive experience in the field of arbitration,
civil and commercial litigation, and corporate law in Singapore and Australia. Lim Kien Leong graduated from the University of Sydney
with his Bachelor of Commerce and Bachelor of Laws degrees.
Candidate
2): Jong Han Rey Foo (59 years old) Number of the Company’s shares held: 0
Mr.
Jong Han Rey Foo is a partner at KSCGP Juris LLP in Singapore. He was admitted to the Singapore Bar in 1992 and has been practicing law
for 25 years. Jong Han Rey Foo has been practicing corporate law, and his present areas of practice include conveyancing, corporate law
and civil litigation. After qualifying in 1990 as a Barrister, Jong Han Rey Foo obtained his Master of Law in Corporate and Commercial
Laws from Queen Mary College, University of London in 1991.
Notes:
| 1
. |
There
is no special interest between the Company and the Director candidates. |
| 3. |
Lim
Kien Leong and Jong Han Rey Foo are Independent Director candidates. |
| 4. |
The
reason for nominating Mr. Lim Kien Leong as a candidate for Independent Director is that we expect him to fulfill supervising function
over the management from a perspective based on his experience and knowledge as an expert in corporate management accumulated through
his career performing as CEO of TranSwap. |
| 5. |
The
reason for nominating Mr. Jong Han Rey Foo as a candidate for Independent Director is that we expect him to fulfill supervising function
over the management from a perspective based on his experience and knowledge as an expert in corporate management accumulated through
his career serving as a partner at his law firm and his extensive experience as a barrister. |
| 6. |
If
the election of Lim Kien Leong and Jong Han Rey Foo is approved, the Company plans to renew the liability limitation agreement with
both of them, which limits their liability to the minimum amount prescribed under Article 425, paragraph (1) of the Companies Act. |
| 7. |
The
Company extends the Directors with Director and Officer Insurance stipulated Article 430-3, paragraph (1) of the Companies Act and
mitigates the respective Director’s probable loss to be incurred by the remedy claims that Directors may encounter in the course
of performing duties of Directors. The Company extend insurance coverage to the Director candidates if elected. |
End
Proxy
Form
To:
PicoCELA Inc.
I
(We) hereby appoint [(Name): ] as my(our) proxy and delegate the following authority.
| 1. | Attend
the Extraordinary General Meeting of Shareholders of PicoCELA Inc. to be held on Thursday,
June 18 , 2026, and exercise your voting rights in accordance with my instructions (indicated
by a circle) regarding the following agenda items. However, if no instructions regarding
approval or disapproval of an agenda item are provided, or if an amendment to an agenda item
is submitted, I (we) hereby grant you a blank proxy in either case. |
| | | |
| 2. | Appointed
substitute representative’s votes are as below: |
| |
Proposal
No. 1 |
Approve
/ Disapprove |
| |
|
|
| |
Proposal
No. 2 |
Approve
/ Disapprove |
| |
|
|
| |
Proposal
No. 3 |
|
| |
|
|
| |
Candidate
1) |
Approve
/ Disapprove |
| |
|
|
| |
Candidate
2) |
Approve
/ Disapprove |
************************************************************************************************
Authorized
by:
Shareholder
Name:
Signature/
Corporate
Seal:
