Market News
Dec. 17, 2025 TSE Decision on Delisting, etc.: PIXEL COMPANYZ INC.
TSE has decided on delisting and designation as Securities to Be Delisted as follows.
- This decision is based on the results of the examination by Japan Exchange Regulation.
１．Delisting and Designation as Securities to Be Delisted
| （１）Issue Name | PIXEL COMPANYZ INC. stock (Code: 2743, Market Segment: Standard Market) |
| （２）Period of Designation as Securities to Be Delisted |
From Dec. 15, 2025 (Mon.) to Jan. 15, 2026 (Thu.) |
| （３）Delisting Date | Jan. 16, 2026 (Fri.) (Note) In cases where circumstances in which the company should be promptly delisted occur, TSE may change the period of designation as Securities to Be Delisted and the delisting date. |
| （４）Reason (Related Clause) |
Due to the company falling under a case where, prior to the submission of the Written Confirmation of Internal Management System, the Exchange deems that the internal management system, etc. is no longer likely to be adequately developed or that it is no longer likely to be adequately implemented. (Securities Listing Regulations, Rule 601, Paragraph 1, Item (9), Sub-item b) |
| （５）Details of Reason | PIXEL COMPANYZ INC. (hereinafter “the Company”) disclosed on Nov. 12, 2024 that it received an investigation report prepared by a special investigation committee regarding inappropriate accounting practices at the Company. On the same date, it also disclosed corrections to its financial results for past fiscal years. These disclosures revealed that the former representative director and president of the Company had engaged in inappropriate accounting practices at the Company, including diverting funds from the Company’s subsidiary by disguising transactions as if they involved advance payments for the acquisition of land and rights related to the solar power generation business. In addition, it was found that the Company had provided false explanations in response to an inquiry from Japan Exchange Regulation (JPX-R) based on Rule 415 of the Securities Listing Regulations. As TSE determined that there was a strong need to improve the Company’s internal management system, etc., the Company’s shares were designated as Securities on Special Alert on Jan. 29, 2025. In response, on Jul. 31 of the same year, the Company compiled an improvement plan aimed at removing the designation as a Security on Special Alert into a document titled “Improvement Plan and Status Report” (hereinafter “the Improvement Plan”) and disclosed that it would implement improvement measures to prevent recurrence. Later, the Company disclosed “Notice That Disclosure of the Earnings Report for the Third Quarter of the Fiscal Year Ending Dec. 2025 Will Be More Than 45 Days From the End of the Quarter” on Nov. 14 of the same year and “Notice Regarding Resignation of Certified Public Accountant and Appointment of Temporary Accounting Auditor” on Nov. 20 (hereinafter collectively referred to as “the Series of Disclosures”). Following these disclosures, JPX-R made an inquiry to the Company regarding the circumstances leading to the Series of Disclosures and found that, despite having been presented with an Interim Review Report containing a “disclaimer of conclusion” from the accounting auditor at the time, the Company had postponed the announcement of its financial results without making this fact clear in its disclosure and failed to provide sufficient explanation regarding the circumstances behind the resignation of the accounting auditor or their opinion. Accordingly, JPX-R requested the Company to promptly disclose the details, and on Nov. 27, the Company disclosed “(Correction) Notice of Partial Correction to “Notice That Disclosure of the Earnings Report for the Third Quarter of the Fiscal Year Ending Dec. 2025 Will Be More Than 45 Days From the End of the Quarter”” and “(Correction) Notice of Partial Correction to “Notice Regarding Resignation of Certified Public Accountant and Appointment of Temporary Accounting Auditor.”” Given these circumstances, despite ten months having passed since the designation as a Security on Special Alert, significant issues requiring improvement remain in the timely disclosure system. Therefore, JPX-R decided to examine whether the Company’s internal management system, etc. is likely to be adequately developed or adequately implemented, and on the same date, TSE designated the Company’s shares as Securities Under Supervision (Examination). -Likelihood of the Internal Management System, etc. Being Adequately Developed or Adequately Implemented- Based on the following circumstances confirmed through written inquiries and other procedures conducted after the designation as a Security Under Supervision (Examination), with respect to the Improvement Plan formulated by the Company following its designation as a Security on Special Alert, TSE has determined that there is no longer a likelihood that the Company’s internal management system, etc. will be adequately developed or adequately implemented. - The functions and awareness required of management are deemed to have not been appropriately exercised. The Improvement Plan set forth “Strengthening the Supervisory Function of the Board of Directors,” but where the management should have proactively disclosed facts that could affect investment decisions to shareholders and investors, the Series of Disclosures was made and subsequently corrected with insufficient verification by the Board of Directors regarding the appropriateness of disclosure. Furthermore, as a background factor, the Company did not recognize the need to explain in its disclosure the doubts and “disclaimer of conclusion” raised by the accounting auditor regarding the flow of funds at counterparties and the economic rationality of transactions until these issues were pointed out by JPX-R. - The oversight of management appears not to have functioned appropriately. Although the Improvement Plan emphasized “Enhancing the Quality of Audits by the Audit and Supervisory Committee,” the committee members supported the board resolution to postpone the announcement of financial results without proactively gathering background information—such as the circumstances of interactions with the then accounting auditor—which was necessary for making a judgment regarding the resolution, despite the fact that the then accounting auditor had raised concerns about certain transactions. Furthermore, after the postponement was disclosed, important information—that the then accounting auditor repeatedly requested corrections to the disclosed content—was not shared with all committee members. Both when concerns about transactions were raised and when decisions and actions were taken in relation to the Series of Disclosures, these circumstances demonstrate that oversight was inadequate. - The Improvement Plan does not appear to have achieved its intended effect. Although the Improvement Plan emphasized “Reviewing the Risk and Compliance Framework” and established the Risk and Compliance Committee to examine the necessity and economic rationality of transactions questioned by the then accounting auditor, the renewed management submitted matters to the committee while lacking part of the information necessary for such examination. Furthermore, although the Improvement Plan also emphasized “Reviewing the Executive Structure” and new directors were chosen specifically to perform their duties with healthy skepticism and due care, the renewed management did not establish an investigation framework into the then auditor’s presentation of concerns and request for investigation, operating under the assumption that the Company could respond by collecting materials on its own as long as it had cooperation from the relevant counterparties. The Improvement Plan should be expected to function effectively in critical decision-making situations. However, these circumstances show that, even under the renewed management, the plan had deficiencies and did not achieve its intended effectiveness. - Although the management team was renewed following the Improvement Plan, as noted above, the Company remains in a situation where significant deficiencies exist in the establishment of frameworks that form the core of governance restructuring. For the Company to adequately develop and implement its internal management system, etc. during the remaining improvement period, a fundamental revision of the Improvement Plan, including measures such as a review of the management structure or equivalent actions, is required. However, the recurrence prevention measures presented in the “Notice Regarding the Revival Plan” disclosed on Dec. 10, 2025, were limited to superficial recognition of deficiencies and corrective actions. - Moreover, implementing a fundamental revision of the Improvement Plan, including a review of the management structure, would require significant time and resources. However, ten months have already passed since the designation as a Security on Special Alert, and with less than two months remaining in the improvement period, no concrete measures have been presented. In addition, there is still no prospect of selecting an accounting auditor to ensure proper financial disclosure. In light of these circumstances, there is no reasonable basis to expect the Improvement Plan to be effective in the future. -Conclusion- Taking all of the above into consideration, in addition to recognizing that there are significant deficiencies in the Improvement Plan and serious issues in the status of improvements to the internal management system, etc., TSE also recognizes that, even if the designation as a Security on Special Alert were to be continued, there is no effective and reasonable plan to achieve improvements to the internal management system, etc. during the remaining improvement period. Therefore, TSE has determined that there is no longer any likelihood that the Company's internal management system, etc. will be adequately developed or adequately implemented. Accordingly, it has decided to delist the Company's stock and designate it as a Security to Be Delisted. |
２．Exclusion from Securities in Lieu of Money
The stock of the Company will be excluded from securities in lieu of money for the following items from Dec. 16, 2025 (Tue.) inclusive.
- Customer margin for margin transactions and when-issued transactions
- Trading margin for when-issued transactions
- Trading participant security money
- Participant bonds
Note: TSE has withdrawn the designation of the above issue as Securities on Special Alert in connection with the decision on delisting, etc.
Current Designations of Securities Under Supervision & Securities to Be Delisted
Designation History of Securities Under Supervision & Securities to Be Delisted
Current Designations of Securities on Special Alert
Designation History of Securities on Special Alert
Designation History of Securities Under Supervision & Securities to Be Delisted
Current Designations of Securities on Special Alert
Designation History of Securities on Special Alert
DISCLAIMER: This translation may be used for reference purposes only. This English version is not an official translation of the original Japanese document. In cases where any differences occur between the English version and the original Japanese version, the Japanese version shall prevail. This translation is subject to change without notice. Tokyo Stock Exchange, Inc. and/or Japan Exchange Regulation shall individually or jointly accept no responsibility or liability for damage or loss caused by any error, inaccuracy, misunderstanding, or changes with regard to this translation.
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