TOKYO, April 24, 2025 — PicoCELA Inc. (“PicoCELA” or the “Company,” Nasdaq: PCLA), a wireless mesh solutions provider for enterprises based in Tokyo, announced today that it has been notified by the Nasdaq Stock Market LLC (“Nasdaq”) on April 22, 2025, via a letter (the “Notification Letter”), that it doesn’t meet the minimum bid price requirement for continued listing on Nasdaq, as outlined in Nasdaq Listing Rule 5550(a)(2). This announcement is made in compliance with Nasdaq Listing Rule 5810(b), which mandates immediate disclosure upon receiving a deficiency notification.

Nasdaq Listing Rule 5550(a)(2) mandates that listed companies maintain a minimum share price of US$1.00, and Listing Rule 5810(c)(3)(A) stipulates that failure to meet this requirement occurs if the deficiency persists for 30 consecutive business days. Based on the closing price of the Company’s American Depositary Shares (“ADSs”) for the 30 consecutive business days spanning from March 10, 2025 to April 21, 2025, the Company is no longer in compliance with the minimum bid price rule.

The Notification Letter does not currently affect the Company’s listing on the Nasdaq Capital Market. According to Nasdaq Listing Rule 5810(c)(3)(A), the Company has been granted a 180-day period, until October 20, 2025, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To achieve compliance, the Company’s ADSs must maintain a closing price of at least US$1.00 for a minimum of 10 consecutive business days. Should the Company opt for a reverse stock split to regain compliance, it must finalize the split at least ten business days before October 20, 2025. If the Company fails to regain compliance by October 20, 2025, it may be eligible for an extension or may be subject to delisting.

The Notification Letter’s receipt does not impact the Company’s operations. The Company plans to monitor its ADSs’ closing price and may consider available options, including a reverse share split of its outstanding ADSs, to meet the Nasdaq Listing Rules’ minimum bid price requirement.

About PicoCELA Inc.

PicoCELA, located in Tokyo, offers enterprise wireless mesh solutions, focusing on manufacturing, installing, and servicing mesh Wi-Fi access point devices. The Company’s proprietary patented wireless mesh communication technology software, PicoCELA Backhaul Engine, removes the necessity for extensive LAN cabling, enabling simple and adaptable Wi-Fi network device installations. PicoCELA also provides PicoManager, a cloud portal service enabling users to track connectivity and communication traffic and install edge-computing software on the Company’s PCWL mesh Wi-Fi access points.

Cautionary Note Regarding Forward-Looking Statements

This press release contains statements about future expectations, plans, and prospects, and other statements regarding matters that are not historical facts, which may be considered “forward-looking statements” under The Private Securities Litigation Reform Act of 1995. Terms like “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” and similar expressions, are used to identify forward-looking statements. However, not all forward-looking statements include these terms. Actual results could significantly differ from those indicated by these forward-looking statements due to important factors such as market uncertainties and other factors detailed in the “Risk Factors” section of the Company’s SEC filings. Any forward-looking statements in this press release are relevant only as of the date of this release, and the Company specifically disclaims any obligation to update these statements due to new information, future events, or other reasons.

PicoCELA Investor Contact

SOURCE PicoCELA Inc.

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