POET Technologies (NASDAQ: POET) secures $400M registered direct financing
Rhea-AI Filing Summary
POET Technologies Inc. has entered into a registered direct offering with a single institutional investor for 19,047,620 common shares and accompanying warrants for the same number of shares, at a combined price of US$21.00 per share-and-warrant unit, for aggregate gross proceeds of about US$400 million.
The net proceeds of roughly US$399.7 million are earmarked to expand manufacturing infrastructure, support corporate development and targeted acquisitions, scale research and development, accelerate the light source business, expand operations and provide general working capital. The units were priced at a premium to the prior NASDAQ closing price of US$20.57.
The warrants have a three-year term and are subject to a 9.99% beneficial ownership cap, limiting how much of the company the holder may control after exercises. Separately, the company recently appointed Sandeep Kumar as Chief Operating Officer, and long-serving CFO Thomas Mika has indicated plans to retire, prompting a search for his successor.
Positive
- None.
Negative
- None.
Insights
POET secures a large, premium-priced equity financing with attached warrants.
POET Technologies is issuing 19,047,620 common shares plus warrants for the same amount in a registered direct deal with a single institutional investor, generating gross proceeds of US$400,000,020. The combined price of US$21.00 per unit is above the prior NASDAQ close of US$20.57.
The company expects net proceeds of about US$399.7 million, which it plans to deploy toward manufacturing expansion, corporate development and acquisitions, increased R&D, scaling its light source business, broader operations and working capital. Warrants run for three years and include a 9.99% ownership cap, which limits concentration of control from exercises.
Leadership changes add governance context but not immediate financial impact: a new COO has been appointed and the long-tenured CFO has signaled an intention to retire, with a search underway. Overall, the transaction strengthens liquidity while introducing potential future dilution, with actual effects depending on how and when the warrants are exercised.
Key Figures
Key Terms
registered direct offering financial
automatic shelf registration statement regulatory
cashless exercise financial
beneficially owned financial
forward-looking information regulatory
Offering Details
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: 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 ☐
DOCUMENTS INCLUDED AS PART OF THIS FORM 6-K
Registered Direct Offering
On May 15, 2026, POET Technologies Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with MMCAP International Inc. SPC (the “Purchaser”), pursuant to which the Company agreed to sell and issue to the Purchaser, in a registered direct offering (the “Offering”), consisting of an aggregate of (i) 19,047,620 common shares, without par value (the “Common Shares”), and (ii) a warrant or warrants (the “Warrants”) exercisable for an aggregate of up to 19,047,620 Common Shares. The Common Shares and the accompanying Warrant in respect of one Common Share, can only be purchased together in this Offering but will be issued separately and will be immediately separable upon issuance. The price for each Common Share and accompanying Warrant in respect of one Common Share was $21.00. No placement agent is involved in this Offering.
The net proceeds to the Company from the Offering are expected to be approximately $399,675,730, after deducting offering expenses payable by the Company. The Offering is expected to close on or about May 18, 2026, subject to satisfaction of customary closing conditions.
Bennett Jones LLP, Canadian counsel to the Company, and Katten Muchin Rosenman LLP, U.S. counsel to the Company, delivered opinions as to the validity of the securities in the Offering, copies of which are attached to this report on Form 6-K as Exhibits 5.1 and 5.2, respectively, and are incorporated by reference herein.
The Offering is being made pursuant to the Company’s effective registration statement on Form F-3 (File No. 333-292868) previously filed with the Securities and Exchange Commission (the “SEC”) and automatically effective (the “Registration Statement”) and a prospectus supplement and accompanying base prospectus filed with the SEC.
The Purchase Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company. The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Purchase Agreement. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing these matters as facts and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, and this subsequent information may or may not be fully reflected in the Company’s public disclosures.
The foregoing description of the Purchase Agreement is not complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 6-K and is incorporated herein by reference.
Terms of the Warrants
The Warrants are exercisable for one Common Share at an exercise price of $26.25 per Common Share. The Warrants will expire three years from the date of issuance. If at the time of exercise of any of the Warrants there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of such shares to, or the resale of such shares by, the holder of such Warrants, then the Warrants will only be exercisable on a “cashless exercise” basis under which the holder will receive upon such exercise a net number of Common Shares determined according to a formula set forth in the Warrants. The Company is prohibited from effecting an exercise of any Warrants to the extent that such exercise would result in the number of shares of Common Stock beneficially owned by such holder and its affiliates exceeding 9.99% of the total number of shares of Common Stock outstanding immediately after giving effect to the exercise.
The form of the Warrant is filed as Exhibit 4.1 to this Current Report on Form 6-K. The foregoing summary of the terms of the Warrants is subject to, and qualified in its entirety by, the form of such document, which is incorporated herein by reference.
Incorporation by Reference
The foregoing information contained in this Report on Form 6-K (this “Report”) and Exhibits 10.1, 4.1, 5.1, 5.2, 23.1 and 23.2 filed herewith are hereby incorporated by reference to the Registration Statement and are deemed to be a part thereof from the date on which this Report is filed, to the extent not superseded by documents or reports subsequently filed with or furnished to the SEC. The foregoing information contained in this Report and Exhibits 10.1 and 4.1 filed herewith are also hereby incorporated by reference to (1) the registration statement on Form F-3 (File No. 333-291848), filed by the Company with the SEC on November 28, 2025, (2) the registration statement on Form S-8 (File No. 333-290470), filed by the Company with the SEC on September 23, 2025 and (3) the registration statement on Form F-10 (File No. 333-280553), filed by the Company with the SEC on June 28, 2024, as amended by Amendment No. 1 thereto filed with the SEC on September 9, 2024 and are deemed to be a part thereof from the date on which this Report is filed, to the extent not superseded by documents or reports subsequently filed with or furnished to the SEC.
Furnishing of the Press Release
On May 15, 2026, the Company issued a press release announcing the closing of the Offering, which press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Exhibits
| Exhibit Number |
Description | |
| 4.1 | Form of Common Share Purchase Warrant | |
| 5.1 | Opinion of Bennett Jones LLP | |
| 5.2 | Opinion of Katten Muchin Rosenman LLP | |
| 10.1 | Securities Purchase Agreement, dated May 15, 2026, by and between the Company and the Purchaser | |
| 23.1 | Consent of Bennett Jones LLP (included in Exhibit 5.1) | |
| 23.2 | Consent of Katten Muchin Rosenman LLP (included in Exhibit 5.2) | |
| 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. | ||
| By: | /s/ Thomas Mika | |
| Name: | Thomas Mika | |
| Title: | Executive Vice President and Chief Financial Officer | |
| Date: May 18, 2026 | ||
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, Ontario — May 15, 2026 — 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