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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
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 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
Revised September 30, 2025
Revised January 26, 2026
Revised February 24, 2026
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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 16,615,220 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. |
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(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. |
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(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.
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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 I hereby appoint shareholder ______________as proxy holder to represent me and delegate the following authorities.
Proxy Form
To PicoCELA Inc.:
| 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 Based on the Article 452 of the Japanese Companies Acts, we propose offsetting Accumulated Deficit against Other Capital Surplus as follows:
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 |
| 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 | |
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Article 6 |
Article 6 |
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| (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