[6-K] POET TECHNOLOGIES INC. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

POET Technologies Inc. closed a registered direct offering of 20,689,656 common shares, generating gross proceeds of approximately US$150 million. The shares were sold at a price of US$7.25 per share, for an aggregate offering price of US$150,000,006, under an automatic shelf registration statement on Form F-3 that became effective upon filing on January 22, 2026.

The transaction was executed through a placement agency agreement with Titan Partners Group LLC and related securities purchase agreements with investors. An Ontario legal opinion from Bennett Jones LLP, filed as an exhibit, confirms that the shares issued in this offering will be validly issued, fully paid and non-assessable under applicable Canadian law, and this information is incorporated by reference into several of POET’s existing registration statements.

Insights

Equity capital markets analyst

POET raises US$150M through a completed registered direct share sale.

POET Technologies completed a registered direct offering of 20,689,656 common shares at US$7.25 per share, for gross proceeds of about US$150,000,006. This is new primary capital raised under an automatic shelf registration on Form F-3 that became effective on January 22, 2026, providing the company with additional funding flexibility as disclosed.

The deal used a placement agency agreement with Titan Partners Group LLC and individual securities purchase agreements, a structure that can place a sizable block of stock quickly with institutional or other accredited investors. The filing also includes an Ontario law opinion from Bennett Jones LLP that the new shares are validly issued, fully paid and non-assessable, which is a standard legal prerequisite for offerings of this type.

Because this transaction is now closed, the key implications relate to how POET ultimately deploys the approximately US$150 million in gross proceeds and how the increased share count interacts with future financial results, which will be detailed in subsequent company filings.

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 January 2026

Commission File Number: 001-41319

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 ☐

On January 23, 2026, POET Technologies Inc. (the “Company”) closed its previously announced offering of 20,689,656 of the Company’s common shares in a registered direct offering for gross proceeds of approximately US$150 million, before deducting offering expenses.

Incorporation by Reference

The above information contained in this Report on Form 6-K is hereby incorporated by reference into (1) the registration statement on Form F-3 (File N. 333-292868), filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on January 22, 2026 (the “Shelf Registration Statement”), (2) the registration statement on Form F-3 (File No. 333-291848), filed by the Company with the SEC on November 28, 2025, (3) the registration statement on Form S-8 (File No. 333-290470), filed by the Company with the SEC on September 23, 2025, in each case, to the extent not superseded by documents or reports subsequently filed or furnished, (4) the registration statement on Form F-10 (File No. 333-280553), as amended by Amendment No. 1 thereto filed with the SEC on September 9, 2024 and (5) the registration statement on Form F-3 (File No. 333-273853) filed by the Company with the SEC on August 9, 2023.

The exhibits filed herewith are also incorporated by reference into the Shelf Registration Statement.

Exhibits

Exhibit Number		Description
5.1		Opinion of Bennett Jones LLP
23.1		Consent of Bennett Jones LLP (included in Exhibit 5.1)

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.
	By:	/s/ Thomas Mika
	Name:	Thomas Mika
	Title:	Executive Vice President and Chief Financial Officer
Date: January 23, 2026

Exhibit 5.1

January 23, 2026

POET Technologies Inc.

120 Eglinton Avenue East, Suite 1107

Toronto, ON M4P 1E2

Re: POET Technologies Inc. – Registered Direct Offering of Common Shares

We have acted as Ontario counsel to POET Technologies Inc. (the “Corporation”) in connection with the registered direct offering of 20,689,656 common shares of the Corporation, without par value (the “Shares”), at a price of US$7.25 per Share, having an aggregate offering price of US$150,000,006 pursuant to an automatic shelf registration statement on Form F-3 (File No. 333-292868) (the “Registration Statement”) filed on January 22, 2026 with the U.S. Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933, as amended (the “Act”), and automatically effective thereupon, the prospectus included in the Registration Statement (the “Base Prospectus”), and a prospectus supplement to the Base Prospectus, dated January 22, 2026 (the “Prospectus Supplement,” and, together with the Base Prospectus, the “Prospectus”) relating to the Shares, filed with the Commission pursuant to Rule 424(b) under the Act. The Shares, if any, are to be sold in accordance with the placement agency agreement, dated as of January 22, 2026, between the Corporation and Titan Partners Group LLC (the “Placement Agency Agreement”) and one or more securities purchase agreements dated January 22, 2026, between the Corporation and each purchaser of Shares (collectively, the “Securities Purchase Agreements”).

We have examined originals or copies, certified or otherwise to our satisfaction, of such documents and considered such questions of law as we considered necessary as a basis for our opinion, including the Registration Statement, the Prospectus, the Placement Agency Agreement, the Securities Purchase Agreements and the constating documents of the Corporation and resolutions of the board of directors of the Corporation approving, among other things: (i) the filing of the Registration Statement and Prospectus, (ii) the execution and delivery of, and performance of the Corporation’s obligations under, the Placement Agency Agreement and the Securities Purchase Agreements, and (iii) the issuance of the Shares. In all such examinations, we have assumed (i) the genuineness of all signatures, the legal capacity of all individuals signing any documents, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as copies, whether facsimile, photostatic, electronic, certified or otherwise, and (ii) the truthfulness of all facts set forth in the public records and in certificates of public officials. As to facts relevant to the opinions expressed herein, we have relied without independent investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the Company.

Our opinion herein is limited to the laws of the Province of Ontario and the federal laws of Canada applicable therein now in effect.

Based on and subject to the foregoing assumptions and qualifications, we are of the opinion that the Shares, when sold and issued in accordance with the Registration Statement and the Prospectus, will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to a report on Form 6-K and to the use of our name in the Registration Statement and the Prospectus. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under the Act or the rules and regulations promulgated thereunder. The opinions expressed herein are given as at the date hereof and are based upon, and subject to, legislation and regulations in effect as of the date hereof. We specifically disclaim any obligation, and make no undertaking to supplement our opinions herein, as changes in the law occur and facts come to our attention that could affect such opinions, or otherwise advise any person of any change in law or fact which may come to our attention after the date hereof.

Yours truly,

/s/ Bennett Jones LLP

BENNETT JONES LLP