Perpetuals.com Ltd 6-K, filed Oct 14, 2026
Perpetuals.com Ltd (PDC)
About this 6-K
Perpetuals.com Ltd filed this 6-K on October 14, 2026.
Perpetuals.com Ltd shareholders approved a transition to a nominating committee structure, election of eight directors and Seiryu Audit Corporation, and issuance of up to 7,650,000 ordinary shares to Alexander Capital L.P. and 75,000 to Mr. Ashish Kapoor. AI summary
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 October 2026
Commission File Number: 001-41752
Perpetuals.com Ltd
5-7-11, Ueno, Taito-ku
Tokyo, Japan 110-0005
(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 ☐
Results of Extraordinary General Meeting of Shareholders of Perpetuals.com Ltd
The Extraordinary General Meeting (the “Meeting”) of shareholders of Perpetuals.com Ltd (the “Company”) was held on October 6, 2026 at 10:00 a.m., Japan Standard Time in Tokyo, Japan. At the Meeting, the shareholders of the Company approved and adopted the resolutions as originally proposed: (i) Partial Amendment to the Articles of Incorporation for the Company to transition to a company with a nominating committee, etc. (“Resolution One”), (ii) election of eight (8) directors (“Resolution Two”), (iii) election of the Accounting Auditor (“Resolution Three”), (iv) issuance of up to 7,650,000 ordinary shares for subscription as part of the consideration under an agreement to be entered into between the Company and Alexander Capital L.P. (“Resolution Four”), and (v) issuance of up to 75,000 ordinary shares for subscription to Mr. Ashish Kapoor by way of contribution in kind of the accrued and unpaid fees and the success fee under the consulting services agreement dated August 20, 2026 between the Company and him, as consideration for the financial advisory, accounting oversight and capital markets advisory services that he provided under that agreement (“Resolution Five”).
A total of 17,964,337 votes, representing approximately 46.9% of the votes exercisable as of July 6, 2026, the record date, were present in person or by proxy at the Meeting. The results of the votes were as follows:
| Resolutions | For | Against | Abstain | No Vote | ||||||||||||
| Resolution One | 17,951,962 | 12,375 | 0 | 0 | ||||||||||||
| Resolution Two (Election of Patrick Gruhn) | 17,906,247 | 58,090 | 0 | 0 | ||||||||||||
| Resolution Two (Election of Matthew Nicoletti) | 17,906,247 | 58,090 | 0 | 0 | ||||||||||||
| Resolution Two (Election of Michael Hilmer) | 17,946,237 | 18,100 | 0 | 0 | ||||||||||||
| Resolution Two (Election of Brandon J. Williams) | 17,944,982 | 18,215 | 0 | 1,140 | ||||||||||||
| Resolution Two (Election of Satoshi Kobayashi) | 17,908,752 | 55,585 | 0 | 0 | ||||||||||||
| Resolution Two (Election of Edward Mills) | 17,949,447 | 14,890 | 0 | 0 | ||||||||||||
| Resolution Two (Election of Masahiro Tominaga) | 17,946,237 | 18,100 | 0 | 0 | ||||||||||||
| Resolution Two (Election of Koichi Goto) | 17,946,237 | 18,100 | 0 | 0 | ||||||||||||
| Resolution Three (Election of Seiryu Audit Corporation) | 17,948,767 | 15,570 | 0 | 0 | ||||||||||||
| Resolution Four | 17,806,957 | 65,815 | 0 | 91,565 | ||||||||||||
| Resolution Five | 15,143,832 | 2,728,940 | 0 | 91,565 | ||||||||||||
Establishment of Three Committees
During the Meeting, the shareholders of the Company approved Resolution One for the Company to transition from a company with statutory auditors (kansayaku) to a company with a nominating committee, etc. (shimei-iinkai-tou-secchi-kaisha). The Company has established three corporate organs, including the Nominating Committee, Compensation Committee and Audit Committee. The members of each committee will be appointed by resolution of the Company’s board of directors on a future date.
Election of a New Director
During the Meeting, the shareholders of the Company approved Resolution Two to re-elect seven directors and to elect Dr. Edward Joseph Mills (“Dr. Mills”) as an independent director of the Company. Dr. Mills, age 51, is an academic medical researcher and entrepreneur. He has served as the CEO of Lir Life Sciences since 2023, a Senior Scientist at VirX at Stanford University since 2022 and a Professor at McMaster University since 2007. He obtained an MSc degree in Healthcare from the University of Oxford in 2004, an MSt degree in Laws from the University of Oxford in 2006, and a Ph.D. in Healthcare from McMaster University in 2006.
No family relationships exist between Dr. Mills and any director or executive officer of the Company.
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SIGNATURES
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.
| Perpetuals.com Ltd | ||
| Date: October 14, 2026 | By: | /s/ Satoshi Kobayashi |
| Name: | Satoshi Kobayashi | |
| Title: | Co-Chief Executive Officer, Interim Chief Financial Officer and Representative Director (Principal Executive Officer) | |
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