PicoCELA Inc.
For the period ended Dec 12, 2025. Filed Dec 12, 2025.
View on SEC.govAbout this filing
What a company based outside the US has published at home or sent to its shareholders. It is how many foreign companies share results and news between annual reports.
Dec 12, 2025 · Filed Dec 12, 2025
Use the contents to explore the available documents and sections.
Contents
EX-99.1 · Reference Documents Relating to the Solicitation of Proxy Votes
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 | Reverse Stock Split |
|---|
In order to comply with NASDAQ listing requirements and avoid delisting, we would like to implement a reverse stock split as follows:
| ● | Reverse stock split ratio: We are consolidating thirty (30) shares into one (1) share. |
| ● | Fractional share: In case fractional shares are produced as a result of 30 to 1 reverse stock split, based on the rules stipulated in the Japanese Companies Acts, the Company will consolidate and auction such fractional shares on behalf of the fractional shareholders, and distribute proceeds if any from the auction sale to the fractional shareholders based on the prorate share of the respective fractional shares. |
| ● | Effective Date: January 26, 2026 |
| ● | On the effective date of Reverse Stock Split, the authorized number of shares is adjusted to 4,615,224 shares. |
| ● | Other matters: The detailed procedures of the reverse stock split is delegated to the Board of Directors to resolve and execute based on the above. |
| Proposal 2 | Grant of Restricted Common Shares as Share-Based Compensation for Directors Who Are Not Audit and Supervisory Board Members |
|---|
We would like to adapt a program (the “Program”) to grant restricted common shares to the Directors who are not 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 not 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 20 years, from January 1, 2026 to December 31, 2045. 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 ¥800 million, and the limit on the total number of shares to be granted shall be 50 million 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:
| 1. | Eligible recipients: The Company’s Directors who are not Audit and Supervisory Board members and who have served as Directors of the Company for a consecutive period of at least seven (7) years as of the first grant date. |
| 2. | Transfer and resale restriction period: Transfer or resale is prohibited for 20 years from the date of the grant. |
| 3. | Grant method: By entering an agreement on the allocation of restricted common shares, the Company issues or disposes of the Company’s common shares. |
| 4. | Other: Detailed conditions regarding restricted shares shall be determined by the resolution of the Board of Directors. |
Total number of restricted shares is adjusted in cases of stock split and reverse stock split
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.