PCLA · PicoCELA Inc.

PicoCELA Inc. is seeking shareholder approval to amend its articles of incorporation to authorize a new class of preferred shares and to issue 4 million Class A Preferred Shares to About Investment Pte. Ltd. at $1.25 per share. The proposed amendments increase total authorized shares from 16,615,220 to 38,455,220, comprising 33,455,220 common shares and 5,000,000 Class A Preferred Shares. The preferred shares carry a liquidation preference of one times the paid-in amount, one vote per share, and are convertible into common stock at a ratio of 1:5, or 1:10 if the common stock price falls to $0.50 or less for 20 consecutive trading days. The issuance is intended to strengthen the company's financial position. Additionally, the company proposes to elect two independent directors, Lim Kien Leong and Jong Han Rey Foo, conditional on the successful issuance of the preferred shares. The extraordinary shareholders' meeting is scheduled for April 30, 2026, with proxy materials due by April 29, 2026. This capital restructuring and board expansion signal a strategic move to raise funds and enhance governance, potentially diluting existing common shareholders but providing financial flexibility.