POET raises US$400M in premium share and warrant deal

POET Technologies Inc. closed a registered direct offering, issuing 19,047,620 common shares and a warrant for 19,047,620 additional shares to a single institutional investor for gross proceeds of US$400,000,020.

Rhea-AI Filing Summary

POET Technologies Inc. closed a registered direct offering, issuing 19,047,620 common shares and a warrant for 19,047,620 additional shares to a single institutional investor for gross proceeds of US$400,000,020. Each unit was priced at US$21.00, above the prior NASDAQ close of US$20.57.

The three-year warrant carries an exercise price of US$26.25. POET plans to use the capital to expand manufacturing capacity, support acquisitions and partnerships, scale R&D and its light source business, grow global operations, and fund general working capital as it targets AI and data center interconnect markets.

Positive

• POET raised US$400,000,020 in gross proceeds at US$21.00 per offered security, a premium to the prior NASDAQ closing price of US$20.57, materially strengthening its balance sheet.
• The three-year warrant exercisable at US$26.25 per share, a 25% premium to the offering price, provides potential additional capital aligned with a higher future share price.
• Management plans to use the proceeds to roughly ten‑fold wafer and optical engine capacity into 2027, expand manufacturing infrastructure, and support targeted acquisitions and R&D, positioning the company for AI and data center growth.

Negative

• The issuance of 19,047,620 new common shares, plus a warrant for an additional 19,047,620 shares, represents substantial current and potential future dilution for existing shareholders.
• Aggressive plans to scale manufacturing, expand facilities, and pursue acquisitions increase execution and integration risk, as benefits depend on successfully ramping demand and integrating any transactions.

Insights

Equity Capital Markets Analyst

POET raises US$400M at a premium to fund aggressive expansion.

POET Technologies completed a registered direct offering of 19,047,620 common shares plus a warrant for an equal number of shares, raising gross proceeds of US$400,000,020 from a single institutional investor at US$21.00 per unit.

The attached three-year warrant has an exercise price of US$26.25, a 25% premium to the offering price, which adds potential future capital and equity overhang. Proceeds are earmarked for capacity expansion, R&D, corporate development including acquisitions, and working capital.

Management highlights plans to roughly ten‑fold wafer and optical engine capacity into 2027, expanded facilities in Singapore and Malaysia, and active M&A and partnership evaluation. The transaction materially strengthens the balance sheet but also introduces significant current and potential dilution, so overall impact is moderately positive but depends on execution of the growth roadmap.

Key Figures

Gross proceeds: US$400,000,020 Common shares issued: 19,047,620 shares Warrant coverage: 19,047,620 shares +5 more

8 metrics

Gross proceeds US$400,000,020 Registered direct offering to a single institutional investor

Common shares issued 19,047,620 shares New common shares sold in the offering

Warrant coverage 19,047,620 shares Shares underlying the accompanying warrant

Offering price per security US$21.00 Price per common share plus warrant unit

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

Warrant exercise price US$26.25 Exercise price per share, 25% above offering price

Warrant term 3 years Warrant exercisable period from May 18, 2026

Global headcount More than 115 employees Company-wide headcount after recent hiring

Key Terms

registered direct offering, automatic shelf registration statement, prospectus supplement, Photonic Integrated Circuits (PICs), +2 more

6 terms

registered direct offering financial

"closed its recently announced registered direct offering by issuing19,047,620 common shares"

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 that was filed"

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

"The offering was made by means of a prospectus supplement which has been 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 and optical modules"

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.

Optical Interposer technical

"based on the POET Optical Interposer™, a novel, patented platform"

An optical interposer is a flat platform that connects and routes light-based components—like lasers, detectors and tiny mirrors—so they work together as a single device, similar to how a circuit board wires electronic parts. For investors it matters because it enables much faster, more energy-efficient data links for cloud centers, telecom and AI hardware, which can reduce product costs, unlock new performance levels and influence which suppliers win in high-growth markets.

forward-looking information regulatory

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

Forward-looking information are predictions, plans, estimates or expectations about a company’s future performance, results or events, such as sales forecasts, project timelines, or anticipated costs. It matters to investors because these statements guide expectations but rely on assumptions and uncertain factors—like a weather forecast for a business—so investors should treat them as informed guesses rather than guarantees and consider the risks and possible changes behind the numbers.

Offering Details

shelf · US$400,000,020 and 19,047,620 common shares

Offering

Offering Type shelf

Securities Offered common shares and warrants

Price Range US$21.00 per offered security; US$26.25 warrant exercise price

Offering Amount US$400,000,020 and 19,047,620 common shares

Use of Proceeds Expand manufacturing capacity, support corporate development and acquisitions, scale R&D and light source business, expand operations, and fund working capital

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing transaction did POET (POET) announce in this Form 6-K?

POET closed a registered direct offering of 19,047,620 common shares and a warrant for 19,047,620 additional shares, raising US$400,000,020 from a single institutional investor to fund expansion and strategic initiatives.

At what price did POET (POET) sell the offered securities and how does it compare to market price?

Each offered security, consisting of one share and a warrant, was priced at US$21.00, a premium to the US$20.57 closing price of POET’s common shares on the NASDAQ Capital Market on May 14, 2026.

What are the key terms of the warrant issued by POET (POET) in this offering?

The warrant allows purchase of 19,047,620 common shares at an exercise price of US$26.25 per share, a 25% premium to the offering price, and is exercisable for three years from May 18, 2026.

How does POET (POET) plan to use the US$400 million in proceeds from this investment?

POET plans to use the net proceeds to expand manufacturing infrastructure, support corporate development including targeted acquisitions, scale R&D and its light source business, grow global operations, and provide general working capital.

How will this financing support POET’s (POET) manufacturing and staffing plans?

Management states it is expanding wafer and optical engine capacity roughly ten‑fold into 2027, has grown headcount to more than 115 globally, and significantly enlarged facilities in Singapore and Malaysia, supported by the new capital.

Under which registration did POET (POET) conduct this offering?

The offering was conducted under an automatic shelf registration statement on Form F-3 that became effective on January 22, 2026, with sales made through a prospectus supplement filed with the U.S. Securities and Exchange Commission.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/18/2026 - 11:47 AM EDT Learn about SEC filing dates

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 18, 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 18, 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 18, 2026		/s/ THOMAS MIKA
		Thomas Mika
		Executive Vice President and Chief Financial Officer

EXHIBIT 99.1

POET Technologies Announces Closing of US$400 Million Investment

Secures financing to scale manufacturing and accelerate product leadership in photonic interconnect solutions for frontier AI

TORONTO, May 18, 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 had closed its recently announced registered direct offering by issuing19,047,620 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”). The sale in a non-brokered offering to a single institutional investor raised gross proceeds of US$400,000,020 for the Corporation. The agreed price for each offered security was US$21.00, a premium over the closing price of the Corporation’s common shares as quoted on the NASDAQ Capital Market of US$20.57 on Thursday, May 14, 2026. The accompanying warrant is exercisable for a period of three years from today’s date at an exercise price of US$26.25 per Common Share, representing a 25% premium over the selling price of the offered securities.

The Corporation intends to use the net proceeds from this investment to accelerate its strategic roadmap across three key dimensions of capacity, capability and credibility. This includes 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.

“We are in the process of expanding our capacity by roughly ten-fold in both wafer production and optical engine assembly in order to support a transition to higher volume manufacturing into 2027,” said Dr. Suresh Venkatesan, Chairman & Chief Executive Officer of POET. “This expansion is being driven by the agreement we announced last week with Lumilens as well as other high-volume opportunities that are near to fruition. In parallel with our manufacturing scale-up, we have accelerated the hiring of engineering, technical and management talent, bringing our total headcount to more than 115 globally. We have also expanded our Singapore lab and office footprint by nearly three times compared to last year and now have 20,000 square feet of assembly space in Malaysia.”

“Corporate development is a high priority for the Company, continued Dr. Venkatesan. “We are actively evaluating and engaging with multiple acquisition and partnership opportunities that can strengthen our engineering capabilities, broaden our product portfolio and enhance our access to strategic technologies and components. Our objective is to build increasingly competitive and differentiated optical solutions spanning optical engines and light source products. By combining internally developed innovations with a strong ecosystem of strategic technology and supply-chain partners, we believe POET is well-positioned to deliver highly integrated, cost-effective and differentiated interconnect products for the AI infrastructure market.”

“Having a strong balance enhances POET’s credibility with customers, partners and suppliers and reinforces the Company’s ability to execute on long-term roadmaps, invest in innovation and is a prerequisite for large-scale commercial engagements in the AI infrastructure market.”

The offering was 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. The offering was made by means of a prospectus supplement which has been filed with the SEC and is 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.

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 respect to the use of proceeds 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, potential changes in the Company’s capital needs, changes in production requirements and risks that the Company will not be able to identify or consummate suitable acquisitions and/or partnerships and risks relating to the integration and success of any acquisitions and/or partnerships that are consummated.

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

Filing Exhibits & Attachments

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Press Releases

• EX-99.1 PRESS RELEASE 9.3 KB