PicoCELA (NASDAQ: PCLA) okays capital shifts, boosts authorized shares and grants CFO 40M

Rhea-AI Filing Summary

PicoCELA Inc. reports that shareholders approved several major items at an extraordinary general meeting held in Tokyo on September 30, 2025. The company reduced its share capital by JPY660,729,164 and its legal capital surplus by JPY715,749,163, transferring these amounts within equity to offset retained losses without changing total net assets. Shareholders also abolished the audit and supervisory board, created an audit and supervisory committee, appointed Nanatsu-boshi Audit Corporation as accounting auditor, and elected new directors, including members of the audit and supervisory committee.

They approved amendments to the articles of incorporation, including increasing authorized shares from 91,735,440 to 138,456,828 and establishing limits on annual remuneration for directors, as well as a restricted share program of up to JPY800 million and 40 million shares over 20 years. On December 30, 2025, the company issued 40,000,000 restricted common shares to its chief financial officer and director, Hideaki Horikiri, with a 20‑year transfer restriction that can be lifted by board resolution; his holdings then represented 53.6% of the 74,614,207 common shares outstanding.

Insights

Corporate governance and equity structure analyst

PicoCELA restructures governance and equity, with a large restricted share grant to its CFO.

PicoCELA Inc. obtained shareholder approval to realign capital accounts and strengthen formal governance structures. The accounting reclassification reduced share capital by JPY660,729,164 and legal capital surplus by JPY715,749,163, moving these amounts within equity to address retained earnings deficits without altering overall net assets. The company also transitioned to a “company with audit and supervisory committee,” appointed Nanatsu-boshi Audit Corporation as accounting auditor, and set separate annual remuneration limits of JPY200 million and JPY100 million for different director categories.

The new restricted share program authorizes up to JPY800 million in aggregate share-based compensation and as many as 40 million restricted shares over a 20‑year term from October 1, 2025 to September 30, 2045, with specific grant conditions such as a five‑year transfer prohibition. Within this framework, the company issued 40,000,000 restricted common shares on December 30, 2025 to CFO and director Hideaki Horikiri, under a 20‑year transfer restriction that can be cancelled by board resolution. After this grant, his holdings accounted for 53.6% of the 74,614,207 common shares outstanding as of that date, indicating a high concentration of ownership based on the disclosed figures.

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 January 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 September 8, 2025, and sent the same to all holders of its common shares and American Depositary Shares on September 10, 2025, with respect to its extraordinary general meeting (the “Extraordinary Meeting”) which was subsequently held in Tokyo, Japan on September 30, 2025 at 9:30 a.m., Japan Standard Time.

On September 30, 2025, the Company held the Extraordinary Meeting at Room No. 7, Hamacho-Kuminkan 3-37-1, Nihonbashi-Hamacho, Chuo-ku, Tokyo, Japan at 9:30 a.m., local time. The Extraordinary Meeting was held to resolve the following proposals:

Proposal 1 Reductions in Amount of Share Capital and Legal Capital Surplus

To offset the current deficit in retained earnings brought forward and attain better presentation of Japanese accounting books, the Company proposed to (i) reduce the amount of Share Capital and Legal Capital Surplus and (ii) transfer the entire amount of Share Capital and Legal Capital Surplus reduced to Other Capital Surplus in accordance with Article 447, paragraph (1) and Article 448, paragraph (1) of the Companies Act. The reductions in the amount of Share Capital and Legal Capital Surplus are accounting transfers within the net assets section of the balance sheet and do not change the amount of net assets of the Company.

The following are the details of the reductions in the amount of share capital and legal capital surplus: (x) the amount reduced from the Share Capital was JPY660,729,164, (y) the amount reduced from the Legal Capital Surplus was JPY715,749,163, and (z) the effective date of the reduction was September 30, 2025, Japan Standard Time.

Proposal 2 Establishment of an Audit and Supervisory Committee at Board of Directors

To further enhance its corporate governance function, the Company proposed to abolish its Audit and Supervisory Board and establish an Audit and Supervisory Committee at its board of directors, as well as amending the Company’s articles of incorporation to effect the abolishment and the establishment.

Proposal 3 Election of Two Directors Who Are not Audit and Supervisory Committee Members

Subject to Proposal 2’s approval, the Company proposed the election of Mr. Hiroshi Furukawa and Mr. Toshihito Kanai as directors who are not audit and supervisory committee members.

Proposal 4 Election of Three Directors Who Are Audit and Supervisory Committee Members

Subject to Proposal 2’s approval, the Company proposed the election of Mr. Hideaki Horikiri, Ms. Mutsuko Oba, and Mr. Yoshinari Noguchi as directors who are audit and supervisory committee members.

Proposal 5 Appointment of Accounting Auditor

Subject to Proposal 2’s approval, the Company proposed the appointment of Nanatsu-boshi Audit Corporation as its accounting auditor as required by the Companies Act.

Proposal 6 Revision of Remuneration, etc. for Directors (Directors Who Are Not Audit and Supervisory Committee Members)

The Company proposed to establish the limit amount of annual aggregate remuneration of directors who are not audit and supervisory committee members at JPY200 million.

Proposal 7 Revision of Remuneration, etc. for Directors Who Are Audit and Supervisory Committee Members

The Company proposed to establish the limit amount of annual aggregate remuneration of directors who are audit and supervisory committee members at JPY100 million.

Proposal 8 Partial Amendment to the Articles of Incorporation

In addition to Proposal 2, the Company proposed to, regarding the articles of incorporation, (i) amend Article 6 (Total number of authorized shares) to increase the number of authorized shares from 91,735,440 to 138,456,828, (ii) delete Article 18 (Measures for electronic information provision, etc.) as the Company is not regarded as a company that issues book-entry transfer shares (i.e., a listed company) in Japan, (iii) amend Article 25(Representative Directors and Directors with Specific Duties) to allow the Company’s board of directors to delegate all or part of the decision-making regarding important business operations to directors.

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

Proposal 9 Grant of Restricted Common Shares as Share-Based Compensation for Directors

The Company proposed to establish a program to grant restricted common shares to the Company’s directors (the “Program”). The proposal requested the shareholders to approve: (i) the limit on the amount of cumulative aggregate share-based compensation of no more than JPY800 million, separately from the remuneration for directors, (ii) the limit on the total number of restricted shares of 40 million shares to be granted to directors, (iii) the Program term of 20 years, from October 1, 2025 to September 30, 2045, and (iv) the following conditions of restricted common shares to be granted to directors: (a) transfer or resale of the restricted common shares was prohibited for five years from the date of grant, (b) the grant was done by the Company: (x) entering into an agreement to allocate restricted common shares, and (y) issuing the Company’s common shares or disposing its treasury shares, and (c) the detailed conditions of the restricted shares shall be determined by the board of directors’ resolution.

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

A total of 22,142,937 votes, representing approximately 65.29% of the votes as of July 31, 2025, 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		21,886,839		240,211		15,887
Proposal 2		21,912,810		218,751		11,376
Proposal 5		21,909,939		230,178		2,820
Proposal 6		18,899,680		3,226,833		16,424
Proposal 7		18,891,852		3,234,661		16,424
Proposal 8		20,597,114		1,514,516		31,307
Proposal 9		18,869,144		3,268,526		5,267

Proposal 3:

Nominees of Directors Who Are Not Audit and Supervisory Committee Members		For		Against		Abstain
Hiroshi Furukawa		21,874,817		258,810		9,310
Toshihito Kanai		21,874,817		258,810		9,310

Proposal 4:

Nominees of Directors Who Are Audit and Supervisory Committee Members		For		Against		Abstain
Hideaki Horikiri		18,935,356		3,186,559		21,022
Mutsuko Oba		18,935,356		3,186,559		21,022
Yoshinari Noguchi		18,935,356		3,186,559		21,022

Termination of Audit and Supervisory Board and Establishment of the Audit and Supervisory Committee

On September 30, 2025, the shareholders approved the termination of the Company’s audit and supervisory board and the establishment of the audit and supervisory committee, a committee within the Company’s board of directors. As a result, the Company became a “company with audit and supervisory committee” under Japanese laws. With respect to the requirements of Rule 10A-3 under the Exchange Act and Nasdaq Rule 5600 relating to audit committees, the Company chose to rely on exemptions under these rules that are available to foreign private issuers with an audit and supervisory committee meeting certain requirements.

Directors who are audit and supervisory committee members are not required to be certified public accountants. Under the Companies Act, the majority of the members of the audit and supervisory committee must be outside directors as defined under the Companies Act, who have not served as executive directors, corporate executive officers, managers or any other type of employee for the Company or any of the Company’s subsidiaries for ten years prior to their election and fulfill certain other requirements specified in the Companies Act. The Company currently has an audit and supervisory committee consisting of three members, Hideaki Horikiri, Mutsuko Oba, and Yoshinari Noguchi. The Company believes that Mutsuko Oba and Yoshinari Noguchi are outside directors, causing the audit and supervisory committee to meet the requirements under the Companies Act.

The audit and supervisory committee oversees the Company’s accounting and financial reporting processes and the audits of the Company’s financial statements. An audit and supervisory committee member may note his or her opinion in the audit report issued by the audit and supervisory committee if such an opinion differs from that expressed in the audit report. The audit and supervisory committee is responsible for, among other things:

	●	supervising the administration of affairs by the directors and also examining the financial statements and business reports to be submitted to the general meeting of shareholders by a representative director and preparing an audit report;
	●	appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;
	●	reviewing with the independent auditors any audit problems or difficulties and management’s response;
	●	discussing the annual audited financial statements with management and the independent auditors;
	●	reviewing the adequacy and effectiveness of the Company’s accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures;
	●	reviewing and approving all proposed related party transactions;
	●	meeting separately and periodically with management and the independent auditors;
	●	monitoring compliance with the Company’s code of business conduct and ethics, including reviewing the adequacy and effectiveness of the Company’s procedures to ensure proper compliance; and
	●	determining the opinion on election, removal, resignation of, or compensation for directors who are not audit and supervisory committee members, which may be expressed at a general meeting of shareholders.

In addition to the Company’s audit and supervisory committee, the Company must appoint accounting auditors (kaikei kansa-nin) from independent certified public accountants or an independent audit firm in Japan. The accounting auditors have the statutory duties of examining the financial statements to be submitted to the shareholders by a representative director at the general meetings of shareholders and reporting their opinion thereon to the relevant directors and the audit and supervisory committee. The accounting auditors also audit the financial statements to be included in the securities reports that, if required, will be filed with the relevant local finance bureau of the Ministry of Finance. The Company has appointed Nanatsu-boshi Audit Corporation as its accounting auditor.

Issuance of the Company’s Common Shares to the Company’s Chief Financial Officer and Director

On December 30, 2025, the Company issued a press release to announce the issuance on the same date of 40,000,000 common shares (the “Shares”) of the Company to Hideaki Horikiri, the chief financial officer and a director of the Company, pursuant to that certain restricted common share compensation agreement (the “Compensation Agreement”) between the Company and Hideaki Horikiri, dated December 15, 2025. Pursuant to the Compensation Agreement, 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 Agreement and the issuance of Shares were authorized by the Company’s shareholder resolution and board of directors’ resolution dated September 30, 2025 and December 15, 2025, respectively. As of December 30, 2025, the common shares held by Hideaki Horikiri accounted for 53.6% of the Company’s outstanding 74,614,207 common shares.

A copy of the English translation of the Compensation Agreement and the press release are furnished in this report as Exhibits 10.1 and 99.1, respectively.

EXHIBIT INDEX

Exhibit No.		Description
3.1		Amended Articles of Incorporation of the Registrant (English Translation)
10.1#		Restricted Stock Compensation Agreement between the Registrant and Hideaki Horikiri, dated December 15, 2025 (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: January 13, 2026	By:	/s/ Hiroshi Furukawa
	Name:	Hiroshi Furukawa
	Title:	Chief Executive Officer and Representative Director

Exhibit 3.1

◇ PicoCELA Inc. Articles of Incorporation ◇

Prepared on July 20, 2008

Revised March 20, 2009

Revised January 31, 2012

Revised April 22, 2013

Revised February 28, 2014

Revised March 2, 2017

Revised July 1, 2017

Revised September 21, 2017

Revised July 19, 2018

Revised January 23, 2019

Revised January 30, 2020

Revised July 30, 2020

Revised August 18, 2020

Revised December 23, 2020

Revised December 24, 2021

Revised December 27, 2022

Revised July 31, 2023

Revised January 25, 2024

Revised July 17, 2024

Revised October 15, 2024

Revised October 24, 2024

Revised November 29, 2024

September 30, 2025 Revision

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Articles of Incorporation

Chapter 1 General Provisions

(Trade Name)

Article 1 The Company shall be known as PicoCELA Kabushiki Kaisha, and its English name shall be PicoCELA Inc.

(Purpose)

Article 2 The purpose of the Company is to engage in the following business activities:

(1) Planning, development, sales, and maintenance related to information communication systems.

(2) Planning, production, development, sales, leasing, rental, maintenance, and consulting related to information communication systems and software.

(3) Development, manufacturing, sales, and import/export of communication and information processing equipment.

(4) Sale and licensing of intellectual property rights and mediation of usage rights.

(5) Any and all operations incidental to the above items.

(Head Office Location)

Article 3 The Company shall have its head office located in Chuo-ku, Tokyo.

(Organizations)

Article 4 In addition to the general meeting of shareholders and directors, the company shall have the following organizations:

(1) Board of Directors

(2) Audit and Supervisory Committee

(3) Accounting Auditor

(Method of Public Notice)

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Article 5 The company’s public notices shall be made electronically. However, if electronic notice is not possible due to accidents or other unavoidable reasons, the public notices shall be published in the official gazette.

Chapter 2 Shares

(Total Authorized Shares)

Article 6 The total number of shares authorized to be issued by the Company shall be 138,456,828 shares.

(Acquisition of Own Shares)

Article 7 The Company may acquire its own shares through market transactions, etc., by resolution of the Board of Directors pursuant to the provisions of Article 165, Paragraph 2 of the Companies Act.

(Request for Entry of Shareholder Register Information)

Article 8 When a person acquires shares of the company, they must jointly request the entry or recording of matters in the shareholder register using the prescribed request form, signed or sealed by the acquirer and the person recorded as the shareholder, their heir, or other universal successor. However, in cases stipulated by Ministry of Justice ordinances, the acquirer may request entry or recording alone.

(Request for Registration of Pledge and Indication of Trust Property)

Article 9 For the company’s shares, a request for registration of pledge or indication of trust property must be made using the prescribed request form, signed or sealed by the parties involved and submitted to the company. The same applies to the cancellation of such registration or indication.

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(Fees)

Article 10 When making a request as stipulated in the preceding two articles, the fees prescribed by the Company must be paid.

(Record Date)

Article 11 The Company shall deem shareholders with voting rights listed or recorded in the final shareholder register as of the end of each fiscal year to be shareholders entitled to exercise rights at the regular shareholders’ meeting for that fiscal year.

② In addition to the preceding paragraph, when necessary, the Company may, after prior public notice, designate shareholders or registered pledgees of shares listed or recorded in the final shareholder register as of a specified date as the shareholders or registered pledgees of shares entitled to exercise rights.

(Shareholder Registry Administrator)

Article 12 The Company shall appoint a Shareholder Register Administrator.

② The shareholder registry administrator and the location where its affairs are handled shall be determined by resolution of the Board of Directors.

③ The preparation of the Company’s shareholder register and stock option register, their maintenance, and other matters concerning these registers shall be entrusted to the Shareholder Register Administrator and shall not be handled by the Company.

(Stock Handling Regulations)

Article 13 The handling of the Company’s shares and related fees shall be governed by laws and regulations, these Articles of Incorporation, and the Share Handling Regulations established by the Board of Directors.

Chapter 3 General Meeting of Shareholders

(Convocation)

Article 14 The ordinary general meeting of shareholders of the company shall be convened in December every year, and extraordinary general meetings of shareholders shall be convened whenever necessary.

(Record Date for Regular Shareholders’ Meetings)

Article 15 The record date for voting rights at the Company’s regular general meeting of shareholders shall be September 30 of each year.

4

(Omission of Convening Procedures)

Article 16 The general meeting of shareholders may be held without the convening procedures if all shareholders who can exercise voting rights at that meeting agree.

(Convening Authority and Chairperson)

Article 17 The general meeting of shareholders shall be convened and chaired by the President and Director.

② In case of an accident involving the President and Director, another Director in the order predetermined by the Board of Directors shall convene and chair the general meeting of shareholders.

(Method of Resolution)

Article 18 Unless otherwise stipulated by law or this Articles of Incorporation, resolutions of the general meeting of shareholders shall be adopted by a majority of the voting rights of the shareholders present who can exercise voting rights.

② Special resolutions under Article 309, Paragraph 2 of the Companies Act shall be adopted by at least one-third of the shareholders who can exercise voting rights and at least two-thirds of the voting rights of the shareholders present.

(Omission of Shareholders’ Meeting Resolutions)

Article 19 If a proposal is made by the Directors or shareholders regarding matters that are the purpose of the resolution of the general meeting of shareholders, and if all shareholders who can exercise voting rights agree in writing or electronically, it shall be deemed that the proposal has been adopted as a resolution of the general meeting of shareholders.

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(Proxy Exercise of Voting Rights)

Article 20 A shareholder may exercise voting rights by proxy through another shareholder who has voting rights in the company.

② The shareholder or proxy must submit a document certifying the proxy right to the company for each general meeting of shareholders.

(Minutes of Shareholders’ Meetings)

Article 21 The minutes of the general meeting of shareholders, which record the matters stipulated by law, shall be prepared and kept at the head office of the company for ten years.

Chapter 4 Directors and Board of Directors

(Number of Directors)

Article 22 The number of Directors of the company shall not exceed seven.

② Among the directors referred to in the preceding paragraph, the number of directors who are Audit Committee members shall not exceed three.

(Method of Appointment)

Article 23 Directors shall be elected by resolution of the General Meeting of Shareholders, divided into directors who are members of the Audit and Supervisory Committee and other directors.

② Resolutions for the appointment of directors shall be adopted by a majority vote of the shareholders present who hold one-third or more of the voting rights of shareholders entitled to exercise their voting rights.

③ Resolutions for the appointment of directors shall not be made by cumulative voting.

(Term of Office)

Article 24 The term of office for directors (excluding directors who are members of the Audit and Supervisory Committee) shall end at the conclusion of the regular shareholders’ meeting for the final fiscal year ending within one year after their appointment.

② The term of office of a Director who is also an Audit Committee Member shall be until the conclusion of the ordinary general meeting of shareholders for the final fiscal year ending within two years after their appointment.

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③ The term of office of a Director who is a member of the Audit and Supervisory Committee appointed as a replacement for a Director who is a member of the Audit and Supervisory Committee who resigned before the expiration of his/her term shall be until the expiration of the term of the Director who is a member of the Audit and Supervisory Committee who resigned.

④ The period during which the resolution appointing a replacement director serving as an Audit and Supervisory Committee member remains effective shall be until the commencement of the regular shareholders’ meeting for the final fiscal year ending within two years after the appointment.

(Representative Directors and Directors with Specific Duties)

Article 25 The Board of Directors shall select a Representative Director from among the directors (excluding directors who are Audit Committee Members) by resolution.

② The Board of Directors may, by resolution, designate from among the directors (excluding directors serving as Audit and Supervisory Committee members) one President, Vice Presidents, and a certain number of Senior Managing Directors and Managing Directors.

③ Pursuant to the provisions of Article 399-13, Paragraph 6 of the Companies Act, the Company may, by resolution of the Board of Directors, delegate all or part of the decision-making regarding important business operations to directors.

(Authority to Convene and Chair the Board of Directors)

Article 26 Unless otherwise provided by law, the President shall convene the Board of Directors and serve as its chairperson.

② In the event of a vacancy or incapacity of the President and Representative Director, another Director shall convene the Board of Directors and preside over it in accordance with the order predetermined by the Board of Directors.

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(Notice of Board of Directors Meetings)

Article 27 Notice of the Board of Directors meeting shall be given to each director at least three days prior to the meeting date. However, this period may be shortened in cases of emergency.

② If all directors consent, a Board meeting may be held without following the convening procedures.

(Omission of Board Resolution)

Article 28 The Company shall deem a resolution of the Board of Directors to have been adopted when the requirements of Article 370 of the Companies Act are satisfied.

(Minutes of Board Meetings)

Article 29 The gist of the proceedings and the results of the Board of Directors meeting, as well as other matters prescribed by laws and regulations, shall be recorded in the minutes, which shall be signed and sealed or electronically signed by the attending directors.

(Board of Directors Regulations)

Article 30 Matters concerning the Board of Directors shall be governed by laws and regulations, these Articles of Incorporation, and the Board of Directors Regulations established by the Board of Directors.

(Exemption from Liability of Directors)

Article 31 The Company may, pursuant to the provisions of Article 426, Paragraph 1 of the Companies Act, exempt directors (including former directors) from liability for damages arising from negligence in the performance of their duties, within the limits prescribed by law, by resolution of the Board of Directors.

② The Company may enter into contracts with directors (excluding executive directors, etc.) to limit liability for damages under Article 423, Paragraph 1 of the Companies Act, pursuant to Article 427, Paragraph 1 of the same Act. However, the maximum amount of liability for damages under such contracts shall be the minimum liability amount prescribed by law.

(Compensation, etc.)

Article 32 The remuneration, bonuses, and other property benefits received from the Company as compensation for the performance of duties (hereinafter referred to as “Remuneration, etc.”) shall be determined by resolution of the General Meeting of Shareholders, distinguishing between directors who are members of the Audit and Supervisory Committee and other directors.

Chapter 5 Audit and Supervisory Committee

(Notice of Audit and Supervisory Committee Meeting)

Article 33 Notice of meetings of the Audit and Supervisory Committee shall be issued to each member of the Audit and Supervisory Committee at least three days prior to the meeting date. However, this period may be shortened in cases of urgent necessity.

② When all Audit and Supervisory Committee members consent, the committee may be convened without following the regular notice procedures.

8

(Method of Resolution by the Audit and Supervisory Committee)

Article 34 Resolutions of the Audit and Supervisory Committee shall be made by a majority vote of the Audit and Supervisory Committee members present, provided that a majority of the Audit and Supervisory Committee members eligible to vote are present.

(Minutes of the Audit and Supervisory Committee)

Article 35 The gist of the proceedings and the results of the Audit and Supervisory Committee meeting, as well as other matters prescribed by laws and regulations, shall be recorded in the minutes. Attending Audit and Supervisory Committee members shall sign and affix their seals or provide electronic signatures to these minutes.

(Audit and Supervisory Committee Regulations)

Article 36 Matters concerning the Audit and Supervisory Committee shall be governed by the Audit and Supervisory Committee Regulations established by the Audit and Supervisory Committee, in addition to those stipulated by laws and regulations or the Articles of Incorporation.

Chapter 6: Accounting Auditor

(Appointment of Accounting Auditor)

Article 37 The Company shall appoint an Accounting Auditor.

(Appointment of the Accounting Auditor)

Article 38 The Accounting Auditor shall be appointed by resolution of the General Meeting of Shareholders.

(Term of Office of the Accounting Auditor)

Article 39 The term of office of the Accounting Auditor shall be until the conclusion of the regular shareholders’ meeting for the fiscal year ending within one year after appointment.

② Unless otherwise resolved at the regular shareholders’ meeting referred to in the preceding paragraph, the auditor shall be deemed to have been reappointed at that regular shareholders’ meeting.

(Compensation of the Accounting Auditor)

Article 40 The remuneration, etc., of the Accounting Auditor shall be determined by resolution of the Board of Directors with the consent of the Audit and Supervisory Committee.

Chapter 7 Calculation

(Fiscal Year)

Article 41 The fiscal year of the Company shall be from October 1 of each year to September 30 of the following year.

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(Record Date for Dividend Distribution)

Article 42 The record date for the Company’s year-end dividend shall be September 30 of each year.

② The record date for the Company’s interim dividends shall be March 31 of each year.

③ In addition to the preceding two paragraphs, dividends may be paid based on other record dates.

(Statute of Limitations for Dividends)

Article 43 If the dividend property is money, the Company shall be released from its obligation to pay if the dividend remains unclaimed for a full three years after the commencement of payment.

(Matters Not Provided for in the Articles of Incorporation)

Article 44 Matters not provided for in these Articles of Incorporation shall be governed by the provisions of the Companies Act and other applicable laws and regulations.

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Supplementary Provisions

(Transitional Measures Concerning Liability Exemption for Auditors)

1. The Company may, within the limits prescribed by law, exempt auditors (including former auditors) from liability for damages under Article 423, Paragraph 1 of the Companies Act for acts performed prior to the conclusion of the Extraordinary General Meeting of Shareholders on September 30, 2025, by resolution of the Board of Directors.

2. Contracts limiting the liability for damages under Article 423, Paragraph 1 of the Companies Act for acts of auditors (including former auditors) prior to the conclusion of the Extraordinary General Meeting of Shareholders on September 30, 2025, shall continue to be governed by the provisions of Article 41, Paragraph 2 of the Articles of Incorporation as they existed prior to amendment by resolution of said Extraordinary General Meeting of Shareholders.

End

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FAQ

What key decisions did PicoCELA Inc. (PCLA) shareholders approve at the extraordinary general meeting?

Shareholders approved an accounting reclassification that reduced share capital by JPY660,729,164 and legal capital surplus by JPY715,749,163 without changing total net assets, shifted the company to a “company with audit and supervisory committee,” elected directors (including audit and supervisory committee members), appointed Nanatsu-boshi Audit Corporation as accounting auditor, increased authorized shares to 138,456,828, and adopted a long-term restricted share compensation program for directors.

How did PicoCELA (PCLA) change its capital and authorized share structure?

The company reclassified equity by reducing share capital by JPY660,729,164 and legal capital surplus by JPY715,749,163, transferring these amounts to other capital surplus to offset retained earnings deficits while leaving net assets unchanged. It also amended its articles of incorporation to increase the total number of authorized shares from 91,735,440 to 138,456,828.

What governance changes did PicoCELA (PCLA) implement with the new audit and supervisory committee?

PicoCELA abolished its audit and supervisory board and established an audit and supervisory committee within the board of directors, becoming a “company with audit and supervisory committee” under Japanese law. The committee has three members—Hideaki Horikiri, Mutsuko Oba, and Yoshinari Noguchi—with Oba and Noguchi considered outside directors. The committee oversees financial reporting, appoints and works with independent auditors, reviews internal controls and related party transactions, monitors compliance with the code of conduct, and can express opinions on director elections and compensation.

What are the main terms of PicoCELA’s new restricted share compensation program for directors?

The approved program allows up to JPY800 million in cumulative aggregate share-based compensation and a total of 40 million restricted shares over a 20‑year term from October 1, 2025 to September 30, 2045. Restricted shares cannot be transferred or resold for five years from grant, are issued via agreements to allocate restricted common shares and issuance or disposal of treasury shares, and detailed conditions are to be set by board resolutions.

What restricted share grant did PicoCELA (PCLA) make to its CFO and director Hideaki Horikiri?

On December 30, 2025, PicoCELA issued 40,000,000 restricted common shares to its chief financial officer and director, Hideaki Horikiri, under a restricted common share compensation agreement dated December 15, 2025. The shares are subject to a 20‑year prohibition on sale, transfer, loan, or pledge from the grant date, which may be cancelled by a resolution of the board of directors.

What is Hideaki Horikiri’s ownership stake in PicoCELA after the restricted share issuance?

As of December 30, 2025, after the issuance of 40,000,000 restricted common shares, the common shares held by Hideaki Horikiri accounted for 53.6% of PicoCELA’s 74,614,207 outstanding common shares.

Who audits PicoCELA Inc.’s financial statements after these changes?

PicoCELA appointed Nanatsu-boshi Audit Corporation as its accounting auditor. The accounting auditors examine financial statements submitted to shareholders and those included in securities reports filed with the relevant finance bureau, and report their opinions to the directors and the audit and supervisory committee.