POET Technologies (NASDAQ: POET) prices US$400M share and warrant deal, CFO to retire

Rhea-AI Filing Summary

POET Technologies Inc. entered a definitive agreement for a non-brokered registered direct offering, issuing 19,047,620 common shares and warrants for 19,047,620 additional shares at a combined price of US$21.00 per unit, for aggregate gross proceeds of US$400,000,020. The warrants carry an exercise price of US$26.15 per share and a three-year term. The price reflects a premium to the US$20.57 NASDAQ closing price on May 14, 2026. The company plans to use net proceeds to expand manufacturing infrastructure, support corporate development and targeted acquisitions, scale R&D, accelerate its light source business, expand operations, and for working capital. POET also highlighted leadership changes, including the recent appointment of Sandeep Kumar as Chief Operating Officer and the planned retirement in 2026 of longtime Chief Financial Officer Thomas Mika, with a search for his successor underway.

Insights

Equity Capital Markets Analyst

POET raises $400M growth capital with attached warrants and leadership shift.

POET Technologies arranged a non-brokered registered direct offering of 19,047,620 common shares with matching warrants, generating gross proceeds of US$400,000,020 at US$21.00 per share-plus-warrant unit. The warrants are exercisable at US$26.15 for three years, adding potential future equity funding.

The deal is priced at a premium to the US$20.57 prior NASDAQ close, which is notable compared with typical discounts in similar transactions. Use of proceeds is focused on expanding manufacturing, corporate development including targeted acquisitions, scaling R&D, and accelerating the light source business, all aligned with the AI and data center markets it serves.

Management changes add a governance dimension: a new COO, Sandeep Kumar, has been appointed, while long-serving CFO Thomas Mika plans to retire in 2026 and a successor search has begun. Future disclosures about closing of the financing and the CFO transition process will further clarify execution around these initiatives.

Key Figures

Common shares issued: 19,047,620 shares Warrants issued: 19,047,620 warrants Unit price: US$21.00 per share + warrant +5 more

8 metrics

Common shares issued 19,047,620 shares Registered direct offering to a single institutional investor

Warrants issued 19,047,620 warrants Each exercisable for one common share

Unit price US$21.00 per share + warrant Combined price for Offered Securities

Gross proceeds US$400,000,020 Aggregate gross proceeds from the financing

Warrant exercise price US$26.15 per share Exercise price for three-year warrants

Prior NASDAQ close US$20.57 per share Closing price on May 14, 2026

Warrant term Three years From date of issuance

Expected closing date On or about May 18, 2026 Subject to customary closing conditions

Key Terms

registered direct offering, automatic shelf registration statement, prospectus supplement, Photonic Integrated Circuits (PICs), +1 more

5 terms

registered direct offering financial

"to a single institutional investor in a non-brokered registered direct offering"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

automatic shelf registration statement regulatory

"pursuant to an automatic shelf registration statement on Form F-3"

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

prospectus supplement regulatory

"A prospectus supplement relating to the offering will be filed with the SEC"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Photonic Integrated Circuits (PICs) technical

"the designer and developer of Photonic Integrated Circuits (PICs), light sources"

Photonic integrated circuits (PICs) are tiny chips that route and process light instead of electricity, combining multiple optical components on a single piece of material much like an electronic circuit does with transistors and wires. They matter to investors because PICs can enable faster data transmission, lower power use and smaller devices across sectors such as telecom, data centers and sensors, creating potential cost savings, new products and growth opportunities for companies that adopt or make them.

forward-looking statements regulatory

"This news release contains "forward-looking information" and "forward-looking statements""

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Offering Details

shelf

Offering

Offering Type shelf

Use of Proceeds Expansion of manufacturing infrastructure, corporate development and targeted acquisitions, scaling R&D, accelerating light source business, expanding operations, and general working capital

Form 6-K: How Foreign Companies Report to the SEC →

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 May 2026

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 [ X ]      Form 40-F [   ]

On May 15, 2026, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(c) Exhibit 99.1. Press release dated May 15, 2026

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: May 15, 2026		/s/ THOMAS MIKA
		Thomas Mika
		Executive Vice President and Chief Financial Officer

EXHIBIT 99.1

POET Technologies Secures Financing of US$400 Million in a Registered Direct Offering of Common Shares and Warrant

Additional changes in company executive leadership also announced

TORONTO, May 15, 2026 (GLOBE NEWSWIRE) -- POET Technologies Inc. (NASDAQ: POET) (the “Corporation”), the designer and developer of Photonic Integrated Circuits (PICs), light sources and optical modules for the AI and data center markets, today announced it has entered into a definitive agreement to issue and sell 19,047,620 common shares (the “Common Shares”) and a warrant exercisable for 19,047,620 Common Shares (the “Warrant” and together with the Common Shares, the “Offered Securities”) to a single institutional investor in a non-brokered registered direct offering. The combined price of one Common Share and the accompanying Warrant in respect of one Common Share will be US$21.00, raising aggregate gross proceeds of US$400,000,020. The Warrant will be exercisable at an exercise price of US$26.15 per Common Share for a period of three years from the date of issuance. The closing of the financing is expected to take place on or about Monday, May 18, 2026, subject to the satisfaction of customary closing conditions.  

The combined price for the Offered Securities represents a premium over the closing price of the Corporation’s common stock as quoted on the NASDAQ Capital Market of US$20.57 on Thursday, May 14, 2026. The Corporation intends to use the net proceeds from this investment for the expansion of its manufacturing infrastructure, support for corporate development activities, including targeted acquisitions, scaling up of R&D, acceleration of the light source business, expanding operations, and general working capital.

This offering is being made pursuant to an automatic shelf registration statement on Form F-3 that was filed with the U.S. Securities and Exchange Commission (the “SEC”) and became automatically effective on January 22, 2026. A prospectus supplement relating to the offering will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. Electronic copies of the prospectus supplement may be obtained, when available, by contacting the Corporation by phone at (416) 368-9411 or by email at legal.poet.tech.

This press 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.

Executive Leadership Changes

As noted in the Company’s press release dated May 12, 2026, POET previously announced the appointment of Sandeep Kumar as Chief Operating Officer. In addition, Thomas Mika, the Company’s longstanding Chief Financial Officer, has informed the Company’s board of directors (the “Board”) of his desire to retire sometime this year from this role, after ten years of service to the Company. The Board has acknowledged Mr. Mika’s decision and is commencing a search for a suitable successor.

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 Singapore, Penang, Malaysia and Shenzhen, China. More information about POET is available on our website at www.poet-technologies.com

Media Relations Contact:
Adrian Brijbassi
Adrian.Brijbassi@poet.tech Company Contact:
Thomas R. Mika, EVP & CFO
tm@poet.tech

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 Company's expectations with to the closing of the financing and the use of proceeds thereof and expectations as to a change in the Company’s executive team. capitalized upon the closing of the offering and the Company being able to advance its business objectives. 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. Actual results could differ materially due to a number of factors, including, without limitation, the risk that the conditions to the closing of the financing will not be satisfied, potential changes in the Company’s capital needs and challenges associated with finding a suitable new chief financial officer. .

For further information concerning these and other risks and uncertainties, refer to the Company's filings on SEDAR+ at www.sedarplus.ca and with the U.S. Securities and Exchange Commission at www.sec.gov. Prospective investors in the Company's securities should not place undue reliance on forward-looking statements because the Company 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 Company assumes no obligation to update or revise the forward-looking information and statements except as required by applicable securities laws.
120 Eglinton Avenue, East, Suite 1107, Toronto, ON, M4P 1E2- Tel: 416-368-9411 - Fax: 416-322-5075

FAQ

What financing did POET (POET) announce in its May 2026 Form 6-K?

POET announced a non-brokered registered direct offering of 19,047,620 common shares plus warrants for 19,047,620 shares, at US$21.00 per unit, raising aggregate gross proceeds of US$400,000,020 from a single institutional investor.

What are the key terms of the new POET (POET) warrants?

Each warrant is exercisable for one common share at an exercise price of US$26.15 per share. The warrants have a three-year term from issuance, offering potential additional equity funding if exercised during that period.

How does POET’s (POET) offering price compare to its recent NASDAQ close?

The combined price of US$21.00 per common share and warrant unit represents a premium to POET’s NASDAQ Capital Market closing price of US$20.57 on May 14, 2026, rather than a discount to the market price.

How will POET Technologies (POET) use the US$400 million in gross proceeds?

POET intends to use net proceeds to expand manufacturing infrastructure, support corporate development activities including targeted acquisitions, scale up research and development, accelerate its light source business, expand operations, and provide general working capital.

What leadership changes did POET (POET) disclose alongside the financing?

POET highlighted the appointment of Sandeep Kumar as Chief Operating Officer and disclosed that longtime Chief Financial Officer Thomas Mika plans to retire in 2026, with the board initiating a search for a suitable successor.

Under what registration statement is POET (POET) conducting this offering?

The offering is being made under an automatic shelf registration statement on Form F-3 that was filed with the U.S. Securities and Exchange Commission and became automatically effective on January 22, 2026, with a related prospectus supplement to be filed.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE 8.3 KB