Poet Technologies Announces US$25 Million Registered Direct Offering

Rhea-AI Summary

POET Technologies announces a US$25 million registered direct offering, planning to issue 5,555,556 common shares and warrants for 2,777,778 additional shares. The combined price is set at US$4.50 per share with accompanying warrant for half a share. Warrants will be exercisable at US$6.00 per share for five years. The proceeds will support working capital needs, particularly for the company's planned expansion of assembly operations into Malaysia. The offering, expected to close around December 3, 2024, will be made to a single institutional investor through a prospectus supplement to the company's base shelf prospectus.

Positive

• Secured US$25 million in new funding
• Strategic expansion into Malaysia assembly operations
• No commission or finder's fee required for the offering

Negative

• Potential dilution from 5.56M new shares plus 2.78M warrant shares
• Offering price of US$4.50 may represent a discount to market price
• Additional dilution possible if warrants are exercised at US$6.00

Insights

Financial Analyst

This $25M registered direct offering represents a significant capital raise for POET Technologies, priced at $4.50 per unit. The structure, combining common shares with warrants at a $6.00 exercise price, provides both immediate funding and potential future capital through warrant exercises. The pricing shows a strategic approach, with the warrant exercise price set at a 33% premium to the offering price, incentivizing long-term value creation.

The targeted use of proceeds for Malaysian assembly operations expansion demonstrates a clear growth strategy in a lower-cost manufacturing region. The single institutional investor structure suggests strong confidence from a sophisticated market participant, while the absence of broker fees preserves capital efficiency. However, the dilution impact is notable, with approximately 5.56M new shares being issued, representing about 15% dilution to existing shareholders.

TORONTO, Nov. 26, 2024 (GLOBE NEWSWIRE) -- POET Technologies Inc. ("POET" or the "Corporation") (TSXV: 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 announces its intention to complete a registered direct offering pursuant to which the Corporation expects to issue 5,555,556 common shares (the "Common Shares") and warrants exercisable for 2,777,778 Common Shares (the "Warrant" and, together with the Common Shares, the "Offered Securities"). The combined price of one Common Share and the accompanying Warrant in respect of one-half Common Share will be US$4.50 (or approximately C$6.29), to raise aggregate gross proceeds to the Corporation of US$25,000,002 (the "Offering"). The Warrant will be exercisable at an exercise price of US$6.00 (or approximately C$8.39) per Common Share for a period of five years from the date of issuance.

The Corporation anticipates using the net proceeds of the Offering for working capital related to its recently announced intention to expand assembly operations into Malaysia and for other corporate purposes. It is anticipated that the Offering will close on or about December 3, 2024.

The Offering will be made by way of a prospectus supplement to the short form base shelf prospectus of the Corporation dated September 6, 2024 (the "Base Shelf Prospectus") which will be prepared and filed by the Corporation with the securities regulatory authorities in each of the provinces and territories of Canada prior to the closing of the Offering, and will be filed with the U.S. Securities and Exchange Commission pursuant to the Corporation's U.S. registration statement on Form F-10 (Registration No. 333-28055, which includes the Base Shelf Prospectus and was declared effective by the United States Securities and Exchange Commission on September 10, 2024. The Offering is expected to be made to a single institutional investor that qualifies as an "accredited investor" under National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators.

The consummation of the Offering remains subject to the receipt of regulatory approvals, including the approval of the TSX Venture Exchange (the "Exchange"), and other customary closing conditions. No commission or finder's fee will be paid in connection with the Offering.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About POET Technologies Inc.

POET is a design and development company offering high-speed optical engines, light source products and custom optical modules to the artificial intelligence systems market and to hyperscale data centers.  POET's photonic integration solutions are based on the POET Optical Interposer™, a novel, patented platform that allows the seamless integration of electronic and photonic devices into a single chip using advanced wafer-level semiconductor manufacturing techniques. POET's Optical Interposer-based products are lower cost, consume less power than comparable products, are smaller in size and are readily scalable to high production volumes. In addition to providing high-speed (800G, 1.6T and above) optical engines and optical modules for AI clusters and hyperscale data centers, POET has designed and produced novel light source products for chip-to-chip data communication within and between AI servers, the next frontier for solving bandwidth and latency problems in AI systems.  POET's Optical Interposer platform also solves device integration challenges across a broad range of communication, computing and sensing applications.  POET is headquartered in Toronto, Canada, with operations in Allentown, PA, Shenzhen, China, and Singapore.  More information about POET is available on our website at www.poet-technologies.com.

Media Relations Contact: Adrian Brijbassi adrian.brijbassi@poet-technologies.com	Company Contact: Thomas R. Mika, EVP & CFO tm@poet-technologies.com

Cautionary Note Regarding Forward-Looking Information

This news 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). 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 any potential outcome. Such statements include, without limitation, the Corporation's expectations with respect to consummation of the Offering, its products, the scalability of the POET Optical Interposer and the success of the Corporation's products, the Corporation's ability satisfy all closing conditions and close the Offering within the announced timeline, the Corporation's use of proceeds for the Offering and the Corporation's ability to obtain the final approval of the Exchange. 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. Assumptions have been made regarding, among other things, management's expectations regarding the size of the market for its products, the capability of its joint venture to produce products on time and at the expected costs, the performance and availability of certain components, and the success of its customers in achieving market penetration for their products. Actual results could differ materially due to a number of factors, including, without limitation, the attractiveness of the Corporation's product offerings, performance of its technology, the performance of key components, and ability of its customers to sell their products into the market. For further information concerning these and other risks and uncertainties, refer to the Corporation's filings on SEDAR+ at www.sedarplus.ca and on the website of the U.S. Securities and Exchange Commission at www.sec.gov. Although the Corporation believes that the expectations reflected in the forward-looking information or statements are reasonable, prospective investors in the Corporation's securities should not place undue reliance on forward-looking statements because the Corporation can provide no assurance that such expectations will prove to be correct. Forward-looking information and statements contained in this news release are as of the date of this news release and the Corporation assumes no obligation to update or revise this forward-looking information and statements except as required by applicable securities laws.

Neither the 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 news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

120 Eglinton Avenue, East, Suite 1107, Toronto, ON, M4P 1E2- Tel: 416-368-9411 - Fax: 416-322-5075

FAQ

What is the size of POET Technologies' November 2024 registered direct offering?

POET Technologies announced a US$25 million registered direct offering, consisting of 5,555,556 common shares and warrants for 2,777,778 additional shares.

What is the exercise price and duration of POET's warrants in the November 2024 offering?

The warrants have an exercise price of US$6.00 per common share and are exercisable for a period of five years from the date of issuance.

How will POET Technologies use the proceeds from its US$25M offering?

POET Technologies plans to use the net proceeds for working capital related to its expansion of assembly operations into Malaysia and for other corporate purposes.

When is POET Technologies' registered direct offering expected to close?

The offering is expected to close on or about December 3, 2024, subject to regulatory approvals and customary closing conditions.