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 | |