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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 April 2026
Commission File Number: 001-42470
PicoCELA Inc.
2-34-5 Ningyocho, SANOS Building, Nihonbashi
Chuo-ku, Tokyo 103-0013 Japan
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
| Form 20-F ☒ | Form 40-F ☐ |
Issuance of the Company’s Common Shares to the Company’s Chief Financial Officer and Director
On April 15, 2026 , the Company issued a press release to announce the issuance of 4,400,000 and 1,060,000 common shares (collectively, the “Shares”) of the Company to Hideaki Horikiri, the chief financial officer and a director of the Company, on April 1 and 11, 2026, respectively, pursuant to those certain two restricted common share compensation agreements (the “Compensation Agreements”) between the Company and Hideaki Horikiri, each executed on the same date of the issuance of such common shares. Pursuant to the Compensation Agreements, the issuance of the Shares was in consideration for Hideaki Horikiri’s services rendered and included a prohibition on any sale, transfer, loan or pledge of the Shares for a period of 20 years from the date of grant. However, the prohibition may be canceled by a resolution of the Company’s board of directors.
The execution of the Compensation Agreements and the issuance of Shares were authorized by the Company’s shareholder resolution dated February 24, 2026 and board of directors’ resolutions dated March 11 and 24, 2026. As of April 11, 2026, the common shares held by Hideaki Horikiri accounted for 70.66% of the Company’s outstanding 9,613,805 common shares.
A copy of the English translation of the Compensation Agreements and the press release is furnished in this report as Exhibits 10.1, 10.2, and 99.1, respectively.
EXHIBIT INDEX
| # | Certain portion of this Exhibit was redacted pursuant to Item 601(a)(6) of Regulation S-K and marked by means of brackets and asterisks (“[****]”). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| PicoCELA Inc. | ||
| Date: April 15, 2026 | By: | /s/ Hiroshi Furukawa |
| Name: | Hiroshi Furukawa | |
| Title: | Chief Executive Officer and Representative Director | |
Exhibit 10.1
Restricted Common Share Compensation Agreement
PicoCELA Inc. (hereinafter referred to as “Party A”) and Hideaki Horikiri (hereinafter referred to as “Party B”) hereby enter into this Restricted Common Share Compensation Agreement (hereinafter referred to as “this Agreement”) based on the Companies Act and the resolution regarding the grant of restricted common shares adopted at the meeting of the Board of Directors of Party A held on March 11, 2026.
Article 1 (Details of Restricted Common Stock to be Granted)
The restricted common shares (hereinafter referred to as the “Shares”) is as follows.
| (1) | Type of Shares: | Common shares | ||
| (2) | Number of Shares Granted: | 4,400,000 shares | ||
| (3) | Method of Grant: | New share issuance | ||
| (4) | Transfer Restrictions: | Party B may not transfer, lend, or pledge the Shares as collateral to any third party for a period of 20 years from the date on which Party B received the grant of the Shares and acquired such Shares (hereinafter referred to as the “Grant Date”). | ||
| (5) | Payment Date: | Party B shall pay the compensation claim on April 1, 2026. | ||
| (6) | Grant Conditions: | (i) | Party B shall be a director who is an Audit and Supervisory Committee member of Party A on the Grant Date. | |
| (ii) | The amount calculated by multiplying the net assets per share at the end of the fiscal year immediately preceding the Grant Date by the number of shares granted shall not exceed ¥4.4 billion. | |||
Article 2 (Other Conditions)
| (1) | Free Acquisition by Party A: If any of the following events occurs during the transfer restriction period, Party A may, subject to a resolution of the Board of Directors, acquire all or part of the Shares granted to Party B without charge. | |||
| (i) | If it is determined that Party B caused damage to Party A by intentionally causing Party A to commit a material violation of the Companies Act or other laws and regulations during Party B’s term as a director. | |||
| (ii) | If it is determined that Party B, as a director serving as an Audit and Supervisory Committee member of Party A, committed a material violation of the Companies Act. | |||
| (2) | Release of Transfer Restrictions: Party A may release the transfer restrictions on the Shares by resolution of the Board of Directors. |
(Signature and Seal Page Continues on Next Page)
In witness whereof, this Agreement has been executed in duplicate, and Party A and Party B shall each retain one copy after signing or affixing their seal.
Date of Agreement: April 1, 2026
| Party A: | PicoCELA Inc. |
| SANOS Nihonbashi 4F, 2-34-5 Nihonbashi Ningyocho, Chuo-ku, Tokyo |
| Representative Director | Hiroshi Furukawa | Seal |
| Party B: | [****] |
| (Signature) | Seal | ||
| Hideaki Horikiri |
Exhibit 10.2
Restricted Common Share Compensation Agreement
PicoCELA Inc. (hereinafter referred to as “Party A”) and Hideaki Horikiri (hereinafter referred to as “Party B”) hereby enter into this Restricted Common Share Compensation Agreement (hereinafter referred to as “this Agreement”) based on the Companies Act and the resolution regarding the grant of restricted common shares adopted at the meeting of the Board of Directors of Party A held on March 24, 2026.
Article 1 (Details of Restricted Common Stock to be Granted)
The restricted common shares (hereinafter referred to as the “Shares”) is as follows.
| (1) | Type of Shares: | Common shares | ||
| (2) | Number of Shares Granted: | 1,060,000 shares | ||
| (3) | Method of Grant: | New share issuance | ||
| (4) | Transfer Restrictions: | Party B may not transfer, lend, or pledge the Shares as collateral to any third party for a period of 20 years from the date on which Party B received the grant of the Shares and acquired such Shares (hereinafter referred to as the “Grant Date”). | ||
| (5) | Payment Date: | Party B shall pay the compensation claim on April 11, 2026. | ||
| (6) | Grant Conditions: | (i) | Party B shall be a director who is an Audit and Supervisory Committee member of Party A on the Grant Date. | |
| (ii) | The amount calculated by multiplying the net assets per share at the end of the fiscal year immediately preceding the Grant Date by the number of shares granted shall not exceed ¥4.4 billion. | |||
Article 2 (Other Conditions)
| (1) | Free Acquisition by Party A: If any of the following events occurs during the transfer restriction period, Party A may, subject to a resolution of the Board of Directors, acquire all or part of the Shares granted to Party B without charge. | |||
| (i) | If it is determined that Party B caused damage to Party A by intentionally causing Party A to commit a material violation of the Companies Act or other laws and regulations during Party B’s term as a director. | |||
| (ii) | If it is determined that Party B, as a director serving as an Audit and Supervisory Committee member of Party A, committed a material violation of the Companies Act. | |||
| (2) | Release of Transfer Restrictions: Party A may release the transfer restrictions on the Shares by resolution of the Board of Directors. |
(Signature and Seal Page Continues on Next Page)
In witness whereof, this Agreement has been executed in duplicate, and Party A and Party B shall each retain one copy after signing or affixing their seal.
Date of Agreement: April 11, 2026
| Party A: | PicoCELA Inc. |
| SANOS Nihonbashi 4F, 2-34-5 Nihonbashi Ningyocho, Chuo-ku, Tokyo |
| Representative Director | Hiroshi Furukawa | Seal |
| Party B: | [****] |
| (Signature) | Seal | ||
| Hideaki Horikiri |
Exhibit 99.1
PicoCELA Inc. Issues Restricted Common Shares to CFO and Director
Tokyo, Japan, April 15, 2026 – PicoCELA Inc. (“PicoCELA” or the “Company,” Nasdaq: PCLA), a Tokyo-based provider of enterprise wireless mesh solutions, entered into two restricted common share compensation agreements (the “Compensation Agreements”), on April 1 and 11, 2026, respectively, with Hideaki Horikiri, the Company’s chief financial officer and director. Pursuant to the Compensation Agreements, on April 1 and April 11, 2026, the Company issued 4,400,000 and 1,060,000 common shares, respectively (collectively, the “Shares”), of the Company to Mr. Horikiri. The issuances of the Shares are in consideration for Mr. Horikiri’s services rendered, and include prohibition on any sale, transfer, loan or pledge of the Shares for a period of 20 years from the date of grant. However, the prohibition may be canceled by a resolution of the Company’s board of directors.
The execution of the Compensation Agreements and the issuance of the Shares were authorized by the Company’s shareholder resolution on February 24, 2026 and board of directors’ resolutions dated March 11 and 24, 2026.
As of April 11, 2026 , the number of common shares held by Mr. Horikiri accounted for 70.66% of the Company’s outstanding 9,613,805 common shares.
About PicoCELA Inc.
PicoCELA is a Tokyo-based provider of enterprise wireless mesh solutions, specializing in the manufacturing, installation, and services of mesh Wi-Fi access point devices. PicoCELA Backhaul Engine, the Company’s proprietary patented wireless mesh communication technology software, eliminates the need for extensive local area network cabling and enables flexible and easy installation of Wi-Fi network devices. PicoCELA also offers a cloud portal service, PicoManager, which allows users to monitor connectivity and communication traffic, as well as install edge-computing software on the Company’s PCWL mesh Wi-Fi access points.
Cautionary Note Regarding Forward-Looking Statements
Statements in this press release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the uncertainties related to market conditions, and other factors discussed in the “Risk Factors” section of the Company’s filings with the U.S. Securities and Exchange Commission. Any forward-looking statements contained in this press release speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.
PicoCELA Investor Contact
global@picocela.com