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 November 2023
Commission
File Number: 000-55135
POET
TECHNOLOGIES INC.
(Translation of registrant’s name into English)
120
Eglinton Avenue East, Ste 1107
Toronto, Ontario, M4P 1E2, Canada
(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 ☐
This
report on Form 6-K, including the press release attached hereto as Exhibit 99.1, shall be deemed to be incorporated by reference as an
exhibit to the Registration Statement on Form F-3 of POET Technologies Inc. (File No. 333-273853) and to be a part thereof from the date
on which this report was furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
(c)
Exhibit
SIGNATURES
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.
|
POET
TECHNOLOGIES INC. |
|
(Registrant) |
|
|
Date:
November 22, 2023 |
/s/
THOMAS MIKA |
|
Thomas
Mika |
|
Executive
Vice President and Chief Financial Officer |
Exhibit
99.1
POET
Comments on Recent Market Activity
TORONTO,
Ontario, November 22, 2023 – POET Technologies Inc. (“POET” or the “Company”) (TSX Venture:
PTK; NASDAQ: POET), the designer and developer of the POET Optical Interposer™, Photonic Integrated Circuits (PICs) and light sources
for the data center, tele-communication and artificial intelligence markets, today provided commentary on recent events, including the
above average trading activity in its stock over the past two weeks.
On
November 2, 2023, the Company announced an underwritten public offering in the United States and a concurrent offering in Canada (the
“Offering”). Since that time, the Company has been actively engaged with prospective investors in the United States and Canada,
with a focus on securing institutional investors capable of leading other firms to provide the needed capital to continue the Company’s
operations through early 2025.
“Even
though market conditions are not favorable to small and micro-cap companies, we are continuing to have positive discussions with several
potential investors in the offering,” said Thomas Mika, POET’s EVP & CFO. “Except for speculation around this offering,
we have experienced no changes in the Company’s plans, commercial efforts or operations that would be a reason for the recent declines
in the Company’s share price.”
The
Company has filed a registration statement on Form F-3 (File No. 333-273853) with the U.S. Securities and Exchange Commission (the “SEC”)
and a preliminary prospectus supplement to the registration statement, describing the Offering. Potential investors in the Offering are
advised to read the prospectus supplement and accompanying prospectus, including the risk factors set forth therein and incorporated
by reference therein, and the documents incorporated by reference in or filed as exhibits to the registration statement, for more complete
information about the Company and the proposed Offering. Those documents may be accessed free of charge by visiting EDGAR on the SEC’s
website at www.sec.gov/EDGAR.
This
news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of common shares
or warrants in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification,
or an exemption from registration or qualification, under the securities laws of any such jurisdiction.
About
POET Technologies Inc.
POET
is a design and development company offering integration solutions based on the POET Optical Interposer™, a novel platform that
allows the seamless integration of electronic and photonic devices into a single multi-chip module using advanced wafer-level semiconductor
manufacturing techniques and packaging methods. POET’s Optical Interposer eliminates costly components and labor-intensive assembly,
alignment, burn-in and testing methods employed in conventional photonics. The cost-efficient integration scheme and scalability of the
POET Optical Interposer brings value to any device or system that integrates electronics and photonics, including some of the highest
growth areas of computing, such as Artificial Intelligence (AI), the Internet of Things (IoT), autonomous vehicles and high-speed networking
for cloud service providers and data centers. POET is headquartered in Toronto, with operations in Allentown, PA, Shenzhen, China and
Singapore. More information may be obtained at www.poet-technologies.com.
Forward-Looking
Statements
This
press release contains “forward-looking information” (within the meaning of applicable Canadian securities laws) and “forward-looking
statements” (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding expectations
for growth in revenue). Such statements or information are identified with words such as “anticipate”, “believe”,
“expect”, “plan”, “intend”, “potential”, “estimate”, “propose”,
“project”, “outlook”, “foresee” or similar words suggesting future outcomes or statements regarding
an outlook. Such information and statements include statements related to the Company’s most recently completed fiscal quarter
and its expectations for commercializing its technology and products, efforts to enhance sales and customer acquisition and the other
elements of its growth strategy.
Such
forward-looking information or statements are based on a number of risks, uncertainties and assumptions which may cause actual results
or other expectations to differ materially from those anticipated and which may prove to be incorrect. Important factors that could affect
performance and cause results to differ materially from those expressed or implied in the forward-looking information or statements are
described in the “Risk Factors” section in the Company’s Annual Report on Form 20-F for the fiscal year ended December
31, 2022, as updated from time to time in the Company’s filings with the U.S. Securities and Exchange Commission. These factors
include, but are not limited to, the Company’s ability to raise capital (whether in the Offering or otherwise), market conditions,
the failure of the Company’s products to meet performance requirements, the failure to produce products on a timely basis or at
all, the failure of the Company’s optical engine or light source products to be incorporated into its customers’ products,
the failure of its customers’ products to achieve market penetration, and operational risks including the ability to attract key
personnel. Although the Company believes that the expectations reflected in the forward-looking information or statements are reasonable,
prospective investors in the Company’s securities should not place undue reliance on forward-looking information and statements
because the Company can provide no assurance that such expectations will prove to be correct. Forward-looking information and statements
contained in this press release are as of the date of this press release and the Company assumes no obligation to update or revise this
forward-looking information and statements except as required by law.
Contacts:
Media
Relations Contact:
Adrian Brijbassi
adrian.brijbassi@poet-technologies.com |
Company
Contact:
Thomas R. Mika, EVP & CFO
tm@poet-technologies.com |
Neither
TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
120 Eglinton Avenue, East, Suite 1107, Toronto, ON, M4P 1E2-
Tel: 416-368-9411 - Fax: 416-322-507
POET Technologies (NASDAQ:POET)
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