SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Acucela Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

00510T109

(CUSIP Number of Class of Securities)

Andrew J. Bond

Davis Wright Tremaine LLP

1201 Third Avenue, Suite 2200

Seattle, WA 98101-3045

(206) 622-3150

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 20, 2015

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box:  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 00510T109

1	Names of reporting persons Ryo Kubota
2	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  x
3	SEC use only
4	Source of funds     (Not Applicable)
5	Check of disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)    ¨
6	Citizenship or place of organization     Japan
Number of shares beneficially owned by each reporting person with:		7	Sole voting power     10,250,654(1)
		8	Shared voting power     7,752,425(2)
		9	Sole dispositive power     10,250,654(1)
		10	Shared dispositive power     -0-
11	Aggregate amount beneficially owned by each reporting person     18,003,079 (1)(2)
12	Check if the aggregate amount in Row (11) excludes certain shares    x (3)
13	Percent of class represented by amount in Row (11)      50.3% (4)
14	Type of reporting person     IN

(1) Includes 10,000 shares of the Issuer’s common stock issuable upon exercise of options that are exercisable within 60 days of the date of this Schedule 13D.

(2) On January 28, 2015, Dr. Ryo Kubota entered into a Voting Agreement and Irrevocable Proxy (the “Voting Agreement and Proxy”) with SBI Holdings, Inc. (“SBI”) and various subsidiaries of SBI (collectively with SBI, the “SBI Entities”), who beneficially own 7,752,425 shares of the Issuer’s common stock. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Dr. Kubota that he has beneficial ownership over any of the 7,752,425 shares of the Issuer’s common stock beneficially held by the SBI Entities for the purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed.

(3) On February 20, 2015, Dr. Kubota entered into voting agreements with each of Hikaru Shimura, Yoichi Tsuchiya and Yoshitaka Kitao (each a “Voting Agreement” and collectively, the “Voting Agreements”), and as consequence Dr. Kubota may be deemed to be a member of a “group” under Section 13(d) of the Act, which may be deemed to beneficially own the following shares of the Issuer’s common stock: 18,003,079 shares beneficially owned by Dr. Kubota; 151,515 shares beneficially owned by Mr. Shimura; 204,800 shares beneficially owned by Mr. Kitao; and 20,000 shares beneficially owned by Mr. Tsuchiya. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Dr. Kubota that he has beneficial ownership over any of the shares of the Issuer’s common stock beneficially held by either Mr. Kitao, Mr. Shimura or Mr. Tsuchiya for the purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed.

(4) Based on 35,804,384 shares of the Issuer’s common stock outstanding as of November 11, 2014 as reported on the Issuer’s Form 10-Q for the quarter ended September 30, 2014, filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2014.

SCHEDULE 13D

CUSIP No. 00510T109

1	Names of reporting persons Hikaru Shimura
2	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  x
3	SEC use only
4	Source of funds     (Not Applicable)
5	Check of disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)    ¨
6	Citizenship or place of organization     Japan
Number of shares beneficially owned by each reporting person with:		7	Sole voting power     151,515
		8	Shared voting power     -0-
		9	Sole dispositive power     151,515
		10	Shared dispositive power     -0-
11	Aggregate amount beneficially owned by each reporting person     151,515
12	Check if the aggregate amount in Row (11) excludes certain shares    x (1)
13	Percent of class represented by amount in Row (11)     0.4% (2)
14	Type of reporting person     IN

(1) As consequence of entering a Voting Agreement with Dr. Kubota, Mr. Shimura may be deemed to be a member of a “group” under Section 13(d) of the Act, which may be deemed to beneficially own the following shares of the Issuer’s common stock: 18,003,079 shares beneficially owned by Dr. Kubota; 151,515 shares beneficially owned by Mr. Shimura; 204,800 shares beneficially owned by Mr. Kitao; and 20,000 shares beneficially owned by Mr. Tsuchiya. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Mr. Shimura that he has beneficial ownership over any of the shares of the Issuer’s common stock beneficially held by either Mr. Kitao, Dr. Kubota or Mr. Tsuchiya for the purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed.

(2) Based on 35,804,384 shares of the Issuer’s common stock outstanding as of November 11, 2014 as reported on the Issuer’s Form 10-Q for the quarter ended September 30, 2014, filed with the SEC on November 14, 2014.

SCHEDULE 13D

CUSIP No. 00510T109

1	Names of reporting persons Yoshitaka Kitao
2	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  x
3	SEC use only
4	Source of funds     (Not Applicable)
5	Check of disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)    ¨
6	Citizenship or place of organization     Japan
Number of shares beneficially owned by each reporting person with:		7	Sole voting power     204,800
		8	Shared voting power     -0-
		9	Sole dispositive power     204,800
		10	Shared dispositive power     -0-
11	Aggregate amount beneficially owned by each reporting person     204,800
12	Check if the aggregate amount in Row (11) excludes certain shares    x (1)
13	Percent of class represented by amount in Row (11)     0.6% (2)
14	Type of reporting person     IN

(1) As consequence of entering a Voting Agreement with Dr. Kubota, Mr. Kitao may be deemed to be a member of a “group” under Section 13(d) of the Act, which may be deemed to beneficially own the following shares of the Issuer’s common stock: 18,003,079 shares beneficially owned by Dr. Kubota; 151,515 shares beneficially owned by Mr. Shimura; 204,800 shares beneficially owned by Mr. Kitao; and 20,000 shares beneficially owned by Mr. Tsuchiya. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Mr. Kitao that he has beneficial ownership over any of the shares of the Issuer’s common stock beneficially held by either Mr. Shimura, Dr. Kubota or Mr. Tsuchiya for the purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed.

(2) Based on 35,804,384 shares of the Issuer’s common stock outstanding as of November 11, 2014 as reported on the Issuer’s Form 10-Q for the quarter ended September 30, 2014, filed with the SEC on November 14, 2014.

SCHEDULE 13D

CUSIP No. 00510T109

1	Names of reporting persons Yoichi Tsuchiya
2	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  x
3	SEC use only
4	Source of funds     (Not Applicable)
5	Check of disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)    ¨
6	Citizenship or place of organization     Japan
Number of shares beneficially owned by each reporting person with:		7	Sole voting power      20,000
		8	Shared voting power     -0-
		9	Sole dispositive power     20,000
		10	Shared dispositive power     -0-
11	Aggregate amount beneficially owned by each reporting person     20,000
12	Check if the aggregate amount in Row (11) excludes certain shares    x(1)
13	Percent of class represented by amount in Row (11)     0.1% (2)
14	Type of reporting person     IN

(1) As consequence of entering a Voting Agreement with Dr. Kubota, Mr. Tsuchiya may be deemed to be a member of a “group” under Section 13(d) of the Act, which may be deemed to beneficially own the following shares of the Issuer’s common stock: 18,003,079 shares beneficially owned by Dr. Kubota; 151,515 shares beneficially owned by Mr. Shimura; 204,800 shares beneficially owned by Mr. Kitao; and 20,000 shares beneficially owned by Mr. Tsuchiya. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Mr. Tsuchiya that he has beneficial ownership over any of the shares of the Issuer’s common stock beneficially held by either Mr. Shimura, Dr. Kubota or Mr. Kitao for the purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed.

(2) Based on 35,804,384 shares of the Issuer’s common stock outstanding as of November 11, 2014 as reported on the Issuer’s Form 10-Q for the quarter ended September 30, 2014, filed with the SEC on November 14, 2014.

EXPLANATORY NOTE

This Amendment No 1 to the Statement on Schedule 13D filed by Ryo Kubota with the SEC on February 2, 2014 (the “Original Statement”) is being filed jointly by Dr. Kubota, Hikaru Shimura, Yoshitaka Kitao, and Yoichi Tsuchiya in connection with the execution of the Voting Agreements regarding the shares of common stock, no par value (the “Common Stock”) of Acucela Inc. (the “Issuer”) beneficially owned by each party to the Voting Agreements.

The Original Statement is hereby amended with respect to the items set forth below by this Amendment No 1 to the Original Statement (the “Amendment”). Except as otherwise provided herein, each item of the Original Statement remains unchanged.

In this Amendment, Ryo Kubota, Hikaru Shimura, Yoshitaka Kitao, and Yoichi Tsuchiya are collectively referred to as the “Reporting Persons”.

Item 1. Security and Issuer.

No Material change

Item 2. Identity and Background

RYO KUBOTA

(a) NAME OF PERSON FILING:

Ryo Kubota

(b) ADDRESS OF RESIDENCE OR PRINCIPAL BUSINESS ADDRESS:

1301 Second Avenue, Suite 1900

Seattle, Washington

98101-3805

(c) Dr. Kubota is currently employed by the Issuer and his employment is conducted at the address in (b) above.

(d) During the last five years, Dr. Kubota has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, Dr. Kubota has not been a party to any civil proceeding commenced before a judicial or administrative body of competent jurisdiction as a result of which he was or is now subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) CITIZENSHIP:

Japan

HIKARU SHIMURA

(a) NAME OF PERSON FILING:

Hikaru Shimura

(b) ADDRESS OF RESIDENCE OR PRINCIPAL BUSINESS ADDRESS:

3-5-23, Nakamachi, Musashino-shi

Tokyo, Japan

(c) Mr. Shimura is the Representative Director and Chief Executive Officer of Rigaku Corporation and his employment is conducted at the following address: 3-9-12 Matsubaracho, Akishima-shi Tokyo, 108-0074, Japan

(d) During the last five years, Mr. Shimura has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, Mr. Shimura has not been a party to any civil proceeding commenced before a judicial or administrative body of competent jurisdiction as a result of which he was or is now subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) CITIZENSHIP:

Japan

YOSHITAKA KITAO

(a) NAME OF PERSON FILING:

Yoshitaka Kitao

(b) ADDRESS OF RESIDENCE OR PRINCIPAL BUSINESS ADDRESS:

38-1-502 Wakamiyacho,

Shinjuku-ku,

Tokyo, Japan

(c) Mr. Kitao is currently the Representative Director, President and Chief Executive Officer of SBI Holdings, Inc. and his employment is conducted at the following address:

Izumi Garden Tower 19F,

1-6-1 Roppongi, Minato-ku

Tokyo 106-6019, Japan

(d) During the last five years, Mr. Kitao has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, Mr. Kitao has not been a party to any civil proceeding commenced before a judicial or administrative body of competent jurisdiction as a result of which he was or is now subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) CITIZENSHIP:

Japan

YOICHI TSUCHIYA

(a) NAME OF PERSON FILING:

Yoichi Tsuchiya

(b) ADDRESS OF RESIDENCE OR PRINCIPAL BUSINESS ADDRESS:

3-11-23-602, Takanawa, Minato-ku

Tokyo 108-0074, Japan

(c) Mr. Tsuchiya is currently the Representative Director of May Planning Co., Ltd., and his employment is conducted at the address in (b) above.

(d) During the last five years, Mr. Tsuchiya has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, Mr. Tsuchiya has not been a party to any civil proceeding commenced before a judicial or administrative body of competent jurisdiction as a result of which he was or is now subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) CITIZENSHIP:

Japan

Item 3. Source and Amount of Funds or Other Consideration

The Reporting Persons did not pay any consideration in connection with entering any of the Voting Agreements.

Item 4. Purpose of Transaction

On February 20, 2015, the Reporting Persons entered into the Voting Agreements for the purposes of making certain changes to the composition of the board of directors of the Issuer (the “Board”). The Voting Agreements each provide amongst other things that the Reporting Persons promptly vote the shares of Common Stock they each beneficially hold to remove Peter Kresel, Brian O’Callaghan, Glen Y. Sato and Michael Schutzler from the Board at either an annual or special meeting of shareholders or in connection with any request to approve removal of such persons from the Board by written consent. The Reporting Persons also agreed to vote or act with respect to their shares of Common Stock so as to elect Yoshitaka Kitao, Robert Takeuchi, Shiro Mita, Eisaku Nakamura and Ryo Kubota (collectively, the “Board Designees”) as members of the Board at any annual or special meeting of shareholders of the Issuer or whenever members of the Board are to be elected by written consent.

The description of the Voting Agreement and Proxy between Ryo Kubota and the SBI Entities disclosed in the Original Statement remains unchanged.

Item 5. Interests in Securities of the Issuer

The information contained in the cover pages to this Amendment is incorporated by reference into this item.

(a) and (b)

RYO KUBOTA

Ryo Kubota is the direct beneficial holder of 10,250,654 shares of Common Stock (including 10,000 shares of Common Stock issuable upon exercise of options that are exercisable within 60 days of the date of this Amendment) and has sole voting and dispositive power over such shares. Additionally, for the purposes of Rule 13d-3 under the Act, as a result of entering into the Voting Agreement and Proxy with the SBI Entities, Dr. Kubota may be deemed to possess shared voting power over, and therefore beneficially own for purposes of Rule 13d-3, the 7,752,425 shares of Common Stock that are beneficially owned by the SBI Entities and that are subject to the Voting Agreement and Proxy, which when combined with the 10,250,654 beneficially owned by Dr. Kubota prior to entering the Voting Agreement and Proxy result in a total of 18,003,079 shares of Common Stock representing approximately 50.3%* of the Issuer’s outstanding Common Stock. Notwithstanding the preceding, neither the filing of this Schedule 13D, nor any of its contents, shall be deemed to constitute an admission by Dr. Kubota that he is the beneficial owner of any of the 7,752,425 shares Common Stock beneficially held by the SBI Entities for purposes of the Act or for any other purpose, and Dr. Kubota’s beneficial ownership over such shares is expressly disclaimed.

HIKARU SHIMURA

Hikaru Shimura is the direct beneficial owner of 151,515 shares of Common Stock and has sole voting and dispositive power over such shares, which represent approximately 0.4%* of the Issuer’s outstanding Common Stock.

YOSHITAKA KITAO

Yoshitaka Kitao is the direct beneficial owner of 204,800 shares of Common Stock and has sole voting and dispositive power over such shares, which represent approximately 0.6%* of the Issuer’s outstanding Common Stock.

YOICHI TSUCHIYA

Yoichi Tsuchiya is the direct beneficial owner of 20,000 shares of Common Stock and has sole voting and dispositive power over such shares, which represent approximately 0.1%* of the Issuer’s outstanding Common Stock.

As consequence of entering the Voting Agreements, the Reporting Persons may be deemed to have formed a “group” under Section 13(d) of the Act, which may be deemed to beneficially own 18,379,394 shares of Common Stock, representing approximately 51.3%* of the Issuer’s outstanding Common Stock. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that he has beneficial ownership over any of the shares of the Issuer’s common stock beneficially held by any of the other Reporting Persons for the purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed.

* The percentage of outstanding shares of Common Stock disclosed in this Item 5 is calculated based on a total of 35,804,384 shares of Common Stock outstanding as of November 11, 2014, which was reported on the Issuer’s Form 10-Q for the quarter ended September 30, 2014, filed with the SEC on November 14, 2014.

(c)

Except as described in this Amendment and the Original Statement, the Reporting Persons have not effected any transactions in the Common Stock during the past sixty days.

(d)

No Reporting Persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock subject to the Voting Agreements and reported in this Amendment.

(e)

Not applicable

The information disclosed under Item 5 (a) – (e) regarding the SBI Entities remains unchanged from the disclosure in the Original Statement.

Item 6. Contracts, Agreements, Understandings or Relationships with Respect to Securities of the Issuer

The Reporting Persons entered into the Voting Agreements pursuant to which each Reporting Person agreed to vote the shares of Common Stock they each beneficially own to remove Peter Kresel, Brian O’Callaghan, Glen Y. Sato and Michael Schutzler from the Board and to appoint the Board Designees as new members of the Board.

Any additional shares of Common Stock acquired by any Reporting Person after the date of the Voting Agreements become subject to the terms of the applicable Voting Agreement.

The Voting Agreements each came into effect on February 20, 2015 and will each remain in full force and effect until July 28, 2015.

The summary of the Voting Agreements in this Item 6 and in Item 4 above is not complete and is qualified in its entirety by reference to the complete Voting Agreements, which are filed as Exhibits 7.2, 7.3 and 7.4 to this Amendment and are incorporated by reference into both this Item 6 and Item 4 above.

The description of the Voting Agreement and Proxy between Ryo Kubota and the SBI Entities disclosed in the Original Statement remains unchanged.

Item 7. Materials to be Filed as Exhibits

Exhibit 7.1	Voting Agreement and Irrevocable Proxy dated January 28, 2015, between Ryo Kubota and certain shareholders of Acucela Inc. (incorporated by reference to Exhibit 7.1 to Ryo Kubota’s Schedule 13D filed with the SEC on February 2, 2015).
Exhibit 7.2	Voting Agreement dated February 20, 2015, between Ryo Kubota and Hikaru Shimura
Exhibit 7.3	Voting Agreement dated February 20, 2015, between Ryo Kubota and Yoshitaka Kitao
Exhibit 7.4	Voting Agreement dated February 20, 2015, between Ryo Kubota and Yoichi Tsuchiya
Exhibit 7.5	Joint Filing Agreement dated February 24, 2015, among the Reporting Persons
Exhibit 7.6	Limited Power of Attorney

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: February 24, 2015

RYO KUBOTA

/s/ Ryo Kubota

Ryo Kubota

HIKARU SHIMURA

*Hikaru Shimura

Hikaru Shimura

YOSHITAKA KITAO

*Yoshitaka Kitao

Yoshitaka Kitao

YOICHI TSUCHIYA

*Yoichi Tsuchiya

Yoichi Tsuchiya

*Ryo Kubota
/s/ Ryo Kubota
By:	Ryo Kubota
Attorney-in-Fact

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 7.1	Voting Agreement and Irrevocable Proxy dated January 28, 2015, between Ryo Kubota and certain shareholders of Acucela Inc. (incorporated by reference to Exhibit 7.1 to Ryo Kubota’s Schedule 13D filed with the SEC on February 2, 2015).
Exhibit 7.2	Voting Agreement dated February 20, 2015, between Ryo Kubota and Hikaru Shimura
Exhibit 7.3	Voting Agreement dated February 20, 2015, between Ryo Kubota and Yoshitaka Kitao
Exhibit 7.4	Voting Agreement dated February 20, 2015, between Ryo Kubota and Yoichi Tsuchiya
Exhibit 7.5	Joint Filing Agreement dated February 24, 2015, among the Reporting Persons
Exhibit 7.6	Limited Power of Attorney

EX-7.2

Exhibit 7.2

[English Translation]

VOTING AGREEMENT

This Voting Agreement (this “Agreement”) is made and entered into as of February 20, 2015 (the “Date”), by and between Hikaru Shimura (“Shimura”), and (ii) Dr. Ryo Kubota (“Dr. Kubota,” and Shimura and Dr. Kubota collectively, the “Parties”).

RECITALS

WHEREAS, SBI Holdings Inc. (“SBI”), as the parent company of various shareholders (the “SBI Group Shareholders”) of Acucela Inc. (“Acucela”), a company established under the laws of the State of Washington of the United States, demanded, through its letter dated January 28, 2015, that Acucela hold a special meeting of its shareholders for the purposes of (i) removing Acucela’s four current board members (Mr. Peter Kresel, Mr. Brian O’Callaghan, Mr. Glen Y. Sato and Mr. Michael Schutzler; the “Directors to Be Removed”), other than Dr. Kubota, and (ii) electing a slate of four directors (Mr. Yoshitaka Kitao, Mr. Robert Takeuchi, Mr. Shiro Mita and Mr. Eisaku Nakamura; the “Candidates”) to fill the resulting vacancies (items (i) and (ii) collectively, the “Proposal”);

WHEREAS, Dr. Kubota, holding 10,240,654 shares of common stock of Acucela and 10,000 options for shares of common stock of Acucela, entered into the Voting Agreement and Irrevocable Proxy dated January 28, 2015 with SBI and the SBI Group Shareholders, and has agreed to vote in favor of the Proposal;

WHEREAS, Shimura, holding 151,515 shares of common stock of Acucela, after its independent and adequate review, determined that the Proposal is reasonable from the perspectives of sound management and enhancement of corporate value of Acucela, and intends to vote in favor of the Proposal; and

WHEREAS, the Parties desire to cooperate with each other for a resolution in favor of the Proposal as soon as possible.

NOW, THEREFORE, the Parties, intending to be legally bound, agree as follows:

AGREEMENT

1. Voting Agreement

(1) The Parties agree to promptly vote with respect to the shares of common stock of Acucela beneficially owned as of this Date, or acquired during the term of this Agreement, by each of them (the “Shares”) in favor of the removal of the Directors to Be Removed (i) at any annual or special meeting of shareholders at which the removal of the Directors to Be Removed is proposed, or (ii) in connection with any request to approve the removal of the Directors to Be Removed by written consent.

(2) The Parties agree to promptly vote with respect to their respective Shares in favor of the election of the Candidates and Dr. Kubota as directors of Acucela (i) at any annual or special meeting of shareholders at which the election of the Candidates and/or Dr. Kubota is proposed or (ii) in connection with any request to approve the election of the Candidates and/or Dr. Kubota by written consent.

2. Term of this Agreement.

This Agreement shall come into effect on this Date and shall remain in full force and effect until July 28, 2015.

3. Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of Japan.

IN WITNESS WHEREOF, each of the Parties have caused this Agreement to be executed on this Date on his own or by its duly authorized representative, respectively.

Shimura:

3-5-23, Nakamachi, Musashino-shi, Tokyo, Japan

/s/ Hikaru Shimura

Hikaru Shimura

Dr. Kubota:

1301 Second Ave., Seattle, WA 98101

/s/ Ryo Kubota

Ryo Kubota

2

EX-7.3

Exhibit 7.3

[English Translation]

VOTING AGREEMENT

This Voting Agreement (this “Agreement”) is made and entered into as of February 20, 2015 (the “Date”), by and between Yoshitaka Kitao (“Kitao”), and (ii) Dr. Ryo Kubota (“Dr. Kubota,” and Kitao and Dr. Kubota collectively, the “Parties”).

RECITALS

WHEREAS, SBI Holdings Inc. (“SBI”), as the parent company of various shareholders (the “SBI Group Shareholders”) of Acucela Inc. (“Acucela”), a company established under the laws of the State of Washington of the United States, demanded, through its letter dated January 28, 2015, that Acucela hold a special meeting of its shareholders for the purposes of (i) removing Acucela’s four current board members (Mr. Peter Kresel, Mr. Brian O’Callaghan, Mr. Glen Y. Sato and Mr. Michael Schutzler; the “Directors to Be Removed”), other than Dr. Kubota, and (ii) electing a slate of four directors (Mr. Yoshitaka Kitao, Mr. Robert Takeuchi, Mr. Shiro Mita and Mr. Eisaku Nakamura; the “Candidates”) to fill the resulting vacancies (items (i) and (ii) collectively, the “Proposal”);

WHEREAS, Dr. Kubota, holding 10,240,654 shares of common stock of Acucela and 10,000 options for shares of common stock of Acucela, entered into the Voting Agreement and Irrevocable Proxy dated January 28, 2015 with SBI and the SBI Group Shareholders, and has agreed to vote in favor of the Proposal;

WHEREAS, Kitao, holding 204,800 shares of common stock of Acucela, after its independent and adequate review, determined that the Proposal is reasonable from the perspectives of sound management and enhancement of corporate value of Acucela, and intends to vote in favor of the Proposal; and

WHEREAS, the Parties desire to cooperate with each other for a resolution in favor of the Proposal as soon as possible.

NOW, THEREFORE, the Parties, intending to be legally bound, agree as follows:

AGREEMENT

1. Voting Agreement

(1)    The Parties agree to promptly vote with respect to the shares of common stock of Acucela beneficially owned as of this Date, or acquired during the term of this Agreement, by each of them (the “Shares”) in favor of the removal of the Directors to Be Removed (i) at any annual or special meeting of shareholders at which the removal of the Directors to Be Removed is proposed, or (ii) in connection with any request to approve the removal of the Directors to Be Removed by written consent.

(2)    The Parties agree to promptly vote with respect to their respective Shares in favor of the election of the Candidates and Dr. Kubota as directors of Acucela (i) at any annual or special meeting of shareholders at which the election of the Candidates and/or Dr. Kubota is proposed or (ii) in connection with any request to approve the election of the Candidates and/or Dr. Kubota by written consent.

2. Term of this Agreement.

This Agreement shall come into effect on this Date and shall remain in full force and effect until July 28, 2015.

3. Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of Japan.

IN WITNESS WHEREOF, each of the Parties have caused this Agreement to be executed on this Date on his own or by its duly authorized representative, respectively.

Kitao:

38-1-502 Wakamiyacho, Shinjuku-ku, Tokyo

/s/ Yoshitaka Kitao

Yoshitaka Kitao

Dr. Kubota:

1301 Second Ave., Seattle, WA 98101

/s/ Ryo Kubota

Ryo Kubota

2

EX-7.4

Exhibit 7.4

[English Translation]

VOTING AGREEMENT

This Voting Agreement (this “Agreement”) is made and entered into as of February 20, 2015 (the “Date”), by and between Yoichi Tsuchiya (“Tsuchiya”), and (ii) Dr. Ryo Kubota (“Dr. Kubota,” and Tsuchiya and Dr. Kubota collectively, the “Parties”).

RECITALS

WHEREAS, SBI Holdings Inc. (“SBI”), as the parent company of various shareholders (the “SBI Group Shareholders”) of Acucela Inc. (“Acucela”), a company established under the laws of the State of Washington of the United States, demanded, through its letter dated January 28, 2015, that Acucela hold a special meeting of its shareholders for the purposes of (i) removing Acucela’s four current board members (Mr. Peter Kresel, Mr. Brian O’Callaghan, Mr. Glen Y. Sato and Mr. Michael Schutzler; the “Directors to Be Removed”), other than Dr. Kubota, and (ii) electing a slate of four directors (Mr. Yoshitaka Kitao, Mr. Robert Takeuchi, Mr. Shiro Mita and Mr. Eisaku Nakamura; the “Candidates”) to fill the resulting vacancies (items (i) and (ii) collectively, the “Proposal”);

WHEREAS, Dr. Kubota, holding 10,240,654 shares of common stock of Acucela and 10,000 options for shares of common stock of Acucela, entered into the Voting Agreement and Irrevocable Proxy dated January 28, 2015 with SBI and the SBI Group Shareholders, and has agreed to vote in favor of the Proposal;

WHEREAS, Tsuchiya, holding 20,000 shares of common stock of Acucela, after its independent and adequate review, determined that the Proposal is reasonable from the perspectives of sound management and enhancement of corporate value of Acucela, and intends to vote in favor of the Proposal; and

WHEREAS, the Parties desire to cooperate with each other for a resolution in favor of the Proposal as soon as possible.

NOW, THEREFORE, the Parties, intending to be legally bound, agree as follows:

AGREEMENT

1. Voting Agreement

(1)    The Parties agree to promptly vote with respect to the shares of common stock of Acucela beneficially owned as of this Date, or acquired during the term of this Agreement, by each of them (the “Shares”) in favor of the removal of the Directors to Be Removed (i) at any annual or special meeting of shareholders at which the removal of the Directors to Be Removed is proposed, or (ii) in connection with any request to approve the removal of the Directors to Be Removed by written consent.

(2)    The Parties agree to promptly vote with respect to their respective Shares in favor of the election of the Candidates and Dr. Kubota as directors of Acucela (i) at any annual or special meeting of shareholders at which the election of the Candidates and/or Dr. Kubota is proposed or (ii) in connection with any request to approve the election of the Candidates and/or Dr. Kubota by written consent.

2. Term of this Agreement.

This Agreement shall come into effect on this Date and shall remain in full force and effect until July 28, 2015.

3. Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of Japan.

IN WITNESS WHEREOF, each of the Parties have caused this Agreement to be executed on this Date on his own or by its duly authorized representative, respectively.

Tsuchiya:

3-11-23-602 Takanawa, Minato-ku, Tokyo, 108-0074, Japan

/s/ Yoichi Tsuchiya

Yoichi Tsuchiya

Dr. Kubota:

1301 Second Ave., Seattle, WA 98101

/s/ Ryo Kubota

Ryo Kubota

2

EX-7.5

Exhibit 7.5

AGREEMENT REGARDING JOINT FILING

OF STATEMENT ON SCHEDULE 13D

Each of the undersigned hereby acknowledges and agrees, pursuant to the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this Agreement is attached as an Exhibit, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned.

Dated: February 24, 2015

RYO KUBOTA

/s/ Ryo Kubota

Ryo Kubota

HIKARU SHIMURA

/s/ Hikaru Shimura

Hikaru Shimura

YOSHITAKA KITAO

/s/ Yoshitaka Kitao

Yoshitaka Kitao

YOICHI TSUCHIYA

/s/ Yoichi Tsuchiya

Yoichi Tsuchiya

EX-7.6

Exhibit 7.6

LIMITED POWER OF ATTORNEY FOR

REPORTING OBLIGATIONS UNDER SECTIONS 13(D) AND 13(G) OF THE SECURITIES EXCHANGE ACT OF 1934

The undersigned hereby make, constitute and appoint Ryo Kubota as each of the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of each of the undersigned to:

(1) prepare, execute, acknowledge, deliver and file Schedules 13D and 13G (including any amendments thereto) with respect to the securities of Acucela Inc. a corporation formed under the laws of the State of Washington (the “Company”), with the U.S. Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Sections 13(d) or 13(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder (including, without limitation, Regulation 13D-G);

(2) seek or obtain, as each of the undersigned’s representative and on each of the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, in connection with the foregoing, and the undersigned hereby authorizes any such person to release any such information to any of the attorneys-in-fact and approve and ratify any such release of information; and

(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledge that:

(1) this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in his or her discretion on information provided to such attorney-in-fact without independent verification of such information;

(2) any documents prepared and/or executed by any such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;

(3) none of such attorneys-in-fact assumes (i) any liability for any responsibility of the undersigned to comply with the requirements of the Exchange Act, or (ii) any liability of the undersigned for any failure to comply with such requirements; and

(4) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the obligations of the undersigned under the Exchange Act, including without limitation the reporting requirements under Sections 13(d) and 13(g) of the Exchange Act and Regulation 13D-G promulgated thereunder.

The undersigned hereby give and grant each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, appropriate or desirable to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.

This Limited Power of Attorney shall remain in full force and effect until the undersigned are no longer required to file Schedules 13D or 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

(Signature page follows)

The undersigned have caused this Limited Power of Attorney to be executed as of this 24 day of February, 2015.

HIKARU SHIMURA

/s/ Hikaru Shimura

Hikaru Shimura

YOSHITAKA KITAO

/s/ Yoshitaka Kitao

Yoshitaka Kitao

YOICHI TSUCHIYA

/s/ Yoichi Tsuchiya

Yoichi Tsuchiya

2