PCLA 6-K
PicoCELA Inc. (PCLA)
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 ☐
Issuance of the Company’s Common Shares to the Company’s Chief Executive Officer and Representative Director
On December 29, 2025, PicoCELA Inc. (the “Company”) entered into a restricted common share compensation agreement (the “Compensation Agreement”) with Hiroshi Furukawa, the Company’s chief executive officer and representative director. Pursuant to the Compensation Agreement, the Company agreed to issue 50,000,000 common shares (the “Shares”) of the Company to Mr. Furukawa on January 20, 2026. The issuance of the Shares was in consideration for Mr. Furukawa’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.
On January 20, 2026, the Company issued the Shares to Mr. Furukawa pursuant to the Compensation Agreement.
The execution of the Compensation Agreement and the issuance of the Shares were authorized by the Company’s shareholder resolution and board of directors’ resolution, both dated December 29, 2025.
As of January 20, 2026, the number of common shares held by Mr. Furukawa accounts for 42.4% of the Company’s outstanding 124,614,207 common shares.
Copies 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
| # | 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 20, 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 Hiroshi Furukawa (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 December 29, 2025.
Article 1 (Details of Restricted Common Shares 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: | 50,000,000 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 January 20, 2026. | ||
| (6) | Grant Conditions: | (i) | Party B shall be a director who is not 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 ¥800 million. | |||
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 Follows)
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: December 29, 2025
| Party A: | PicoCELA Inc. |
| SANOS Nihonbashi 4F, 2-34-5 Nihonbashi Ningyocho, Chuo-ku, Tokyo |
| Representative Director | Hiroshi Furukawa | Seal |
| Party B: | [****] |
| (Signature) | Seal | ||
| Hiroshi Furukawa |
Exhibit 99.1
PicoCELA Inc. Issues Restricted Common Shares to CEO and Representative Director
Tokyo, Japan, January 23, 2025 – On December 29, 2025, PicoCELA Inc. (“PicoCELA” or the “Company,” Nasdaq: PCLA), a Tokyo-based provider of enterprise wireless mesh solutions, entered into a restricted common share compensation agreement (the “Compensation Agreement”) with Hiroshi Furukawa, the Company’s chief executive officer and representative director. Pursuant to the Compensation Agreement, the Company issued 50,000,000 common shares (the “Shares”) of the Company to Mr. Furukawa on January 20, 2026. The issuance of the Shares was in consideration for Mr. Furukawa’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 the Shares were authorized by the Company’s shareholder resolution and board of directors’ resolution, both dated December 29, 2025, respectively.
On January 20, 2026, the Company issued the Shares to Mr. Furukawa pursuant to the Compensation Agreement.
As of January 20, 2026, the number of common shares held by Mr. Furukawa accounts for 42.4% of the Company’s outstanding 124,614,207 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.
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