Registration
File No. 333-
As
filed with the Securities and Exchange Commission on September 23, 2025
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
POET
TECHNOLOGIES INC.
(Exact
name of registrant as specified in its charter)
| Ontario,
Canada |
|
N/A |
| (State
or other jurisdiction of incorporation or organization) |
|
(I.R.S.
Employer Identification No.) |
1107
- 120 Eglinton Avenue East
Toronto,
Ontario, M4P 1E2, Canada
(Address
of Principal Executive Offices)
POET
Technologies Inc. Omnibus Incentive Plan
(Full
title of the plan)
CT
Corporation System
28
Liberty Street
New
York, New York 10005-1400
(Name
and address of agent for service)
(212)
894 - 8940
(Telephone
number, including area code, of agent for service)
Copies
to:
Mark
D. Wood
Alyse
A. Sagalchik
Katten Muchin Rosenman LLP
525
W. Monroe Street
Chicago,
IL 60661
(312)
902-5200
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☒ |
| |
|
|
|
| Non-accelerated
filer |
☐ |
Smaller
reporting company |
☐ |
| |
|
|
|
| |
|
Emerging
growth company |
☐ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
documents containing the information specified by Part I of Form S-8 (Plan Information and Registrant Information and Employee Annual
Information) have been or will be delivered to each participant in the POET Technologies Inc. Omnibus Incentive Plan, effective June
30, 2023, as amended on June 21, 2024, June 27, 2025 and September 22, 2025 as specified in Rule 428(b)(1) promulgated by the Securities
and Exchange Commission (the “Commission” or “SEC”) under the Securities Act of 1933, as amended (the “Securities
Act”), and the instructions to Form S-8. This information has been omitted from this filing in accordance with the provisions of
Rule 424 under the Securities Act and the introductory note to Part I of Form S-8. These documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
| Item
3. |
Incorporation
of Documents by Reference. |
The
following documents filed with the Commission are hereby incorporated by reference in this Registration Statement:
| |
(a) |
the
Registrant’s Annual Report on Form
20-F for the fiscal year ended December 31, 2024, filed with the Commission on April 1, 2025; |
| |
|
|
| |
(b) |
the
Registrant’s reports on Form 6-K filed with the SEC on January
3, 2025, April
28, 2025,
May 15, 2025, May 20, 2025, May
23, 2025, July
1, 2025,
July 9, 2025,
July 17, 2025,
August 12, 2025 and September
5, 2025; and |
| |
|
|
| |
(c) |
the
description of the Registrant’s Common Shares contained in Exhibit
2.0 to the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2019, filed with the Commission
on April 30, 2020, and any amendments or reports filed with the Commission for the purpose of updating such description. |
In
addition, unless otherwise stated herein, all documents subsequently filed with the Commission by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any report furnished
on Form 6-K if and only to the extent that such report on Form 6-K provides, prior to the filing of a post-effective amendment to this
registration statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing
of such documents.
Any
statement contained in a document incorporated or deemed to be incorporated by reference or deemed to be part of the registration statement
shall be deemed to be modified or superseded for purposes of the registration statement to the extent that a statement contained in the
registration statement or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference or deemed
to be part of the registration statement modifies or replaces such statement. Any such statement so modified or replaced shall not be
deemed, except as so modified or replaced, to constitute a part of this Registration Statement.
| Item
4. |
Description
of Securities |
Not
applicable.
| Item
5. |
Interests
of Named Experts and Counsel |
Not
applicable.
| Item
6. |
Indemnification
of Directors and Officers |
Section
136 of the Business Corporations Act (Ontario) (the “OBCA”) provides for the indemnification of directors and officers
of the Registrant. Under these provisions, the Registrant may indemnify a director or officer of the Registrant, a former director or
officer, and may indemnify an individual who acts or acted at the Registrant’s request as a director or officer or in a similar
capacity of another entity (each, an “Indemnified Person”) against all costs, charges and expenses, including an amount paid
to settle an action or satisfy a judgment, reasonably incurred by the Indemnified Person in respect of any civil, criminal, administrative,
investigative or other proceeding (other than in respect to an action by or on behalf of the Registrant to procure a judgment in its
favor) in which the individual is involved because of that association with the Registrant or other entity, if the Indemnified Person
fulfills the following two conditions: (a) he or she acted honestly and in good faith with a view to the best interests of the Registrant
or in the best interests of such other entity as applicable and (b) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful. In respect
of an action by or on behalf of the Registrant or such other entity to procure a judgment in its favor, the Registrant, with the approval
of a court, may indemnify an Indemnified Person against all costs, charges and expenses reasonably incurred by him or her in connection
with such action if he or she fulfills the conditions set out in clauses (a) and (b) of the previous sentence. Notwithstanding the foregoing,
an Indemnified Person is entitled to indemnification from the Registrant in respect of all costs, charges and expenses reasonably incurred
by him or her in connection with the defense of any civil, criminal, administrative, investigative or other proceeding to which he or
she is made a party by reason of his or her association with the Registrant or such other entity if he or she fulfills the conditions
in clauses (a) and (b) of this paragraph and was not judged by the court or other competent authority to have committed any fault or
omitted to do anything that the individual ought to have done.
Pursuant
to Section 6.1 of the Amended and Restated By-law No. 1 of the Registrant (the “By-laws”), the Registrant shall indemnify
a director or officer, a former director or officer or a person who acts or acted at the Registrant’s request as a director or
officer, or an individual acting in a similar capacity, of another entity, and the heirs and legal representatives of such a person to
the fullest extent permitted by the OBCA. Section 6.2 of the By-laws also provides that the Registrant may also purchase and maintain
insurance for the benefit of any person referred to in Section 6.1 to the extent permitted by the OBCA.
A
policy of directors’ and officers’ liability insurance is maintained by the Registrant that insures directors and officers
against losses incurred as a result of claims against the directors and officers of the Registrant pursuant to the indemnity provisions
under the By-laws and the OBCA.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act and is therefore unenforceable.
| Item
7. |
Exemption
From Registration Claimed |
Not
applicable.
| Exhibit
No. |
|
Description |
| |
|
|
| 4.1 |
|
Certificate
and Articles of Continuance of the Registrant (incorporated by reference to Exhibit 1.1 to the Registrant’s registration statement
under the Exchange Act on Form 20-F on January 28, 2014) |
| |
|
|
| 4.2 |
|
Amended
and Restated By-law No. 1 of the Registrant (incorporated by reference to Exhibit 1.2 to the Registrant’s Annual Report on Form
20-F, filed with the SEC on April 13, 2015) |
| |
|
|
| 4.3 |
|
Articles
of Amendment of the Registrant, dated February 24, 2022 (incorporated by reference to Exhibit 1.3 to the Registrant’s Annual
Report on Form 20-F, filed with the SEC on April 27, 2022) |
| |
|
|
| 4.4 |
|
Description
of Securities (incorporated by reference to Exhibit 2.0 to the Registrant’s Annual Report on Form 20-F, filed with the SEC on
April 30, 2020) |
| |
|
|
| 4.5 |
|
POET
Technologies Inc. Omnibus Incentive Plan, as amended (incorporated by reference to Exhibit 4.16 to the Registrant’s Annual Report
on Form 20-F, filed with the SEC on March 28, 2024) |
| |
|
|
| 5.1* |
|
Opinion
of Bennett Jones LLP |
| |
|
|
| 23.1* |
|
Consent of Davidson & Company LLP, independent accounting firm |
| |
|
|
| 23.2* |
|
Consent of Marcum LLP, independent registered accounting firm |
| |
|
|
| 23.3* |
|
Consent
of Bennett Jones LLP (included in Exhibit 5.1) |
| |
|
|
| 24.1* |
|
Power
of Attorney (included on the signature page of the Registration Statement) |
| |
|
|
| 107* |
|
Filing
Fee Table |
*Filed
herewith.
(a)
The undersigned registrant hereby undertakes:
| |
(1) |
To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| |
(i) |
to
include any prospectus required by section 10(a)(3) of the Securities Act; |
| |
|
|
| |
(ii) |
to
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price
set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table,
as applicable, in the effective registration statement; |
| |
|
|
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(iii) |
to
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement; |
provided,
however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required
to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by
the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
| |
(2) |
That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. |
| |
|
|
| |
(3) |
To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering. |
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of
the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Toronto, Province of Ontario, Canada, on September 23, 2025.
| |
POET
TECHNOLOGIES INC. |
| |
|
| |
By: |
/s/
Suresh Venkatesan |
| |
Name: |
Suresh Venkatesan |
| |
Title: |
Chairman and Chief Executive Officer |
POWER
OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Suresh Venkatesan and Thomas
Mika, or either of them, his or her true and lawful attorneys-in-fact and agents, each of whom may act alone, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments
to this Registration Statement, including post-effective amendments, and any and all additional registration statements (including amendments
and post-effective amendments thereto) in connection with any increase in the amount of securities registered with the Commission, and
to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact
and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms
all his or her said attorneys-in-fact and agents or any of them or his or her substitute or substitutes may lawfully do or cause to be
done by virtue hereof. This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but
which taken together shall constitute one instrument.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by or on behalf of the following persons
in the capacities indicated and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Suresh Venkatesan |
|
Chairman
and Chief Executive Officer |
|
September
23, 2025 |
| Suresh
Venkatesan |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Thomas Mika |
|
Executive
Vice President and Chief Financial Officer |
|
September
23, 2025 |
| Thomas
Mika |
|
(Principal Financial Officer and Principal Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Jean-Louis Malinge |
|
Director
|
|
September
23, 2025 |
| Jean-Louis
Malinge |
|
|
|
|
| |
|
|
|
|
| /s/
Theresa Lan Ende |
|
Director
|
|
September
23, 2025 |
| Theresa
Lan Ende |
|
|
|
|
| |
|
|
|
|
| /s/
Sohail Khan |
|
Director |
|
September
23, 2025 |
| Sohail
Khan |
|
|
|
|
| |
|
|
|
|
| /s/
Glen Riley |
|
Director |
|
September
23, 2025 |
| Glen
Riley |
|
|
|
|
| |
|
|
|
|
| /s/
Bob Tirva |
|
Director |
|
September
23, 2025 |
| Bob
Tirva |
|
|
|
|
AUTHORIZED
REPRESENTATIVE
Pursuant
to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this Registration Statement, solely in
the capacity of the duly authorized representative of the Registrant in the United States, on September 23, 2025.
| |
POET
TECHNOLOGIES INC. |
| |
|
| |
By: |
/s/
Suresh Venkatesan |
| |
Name: |
Suresh Venkatesan |
| |
Title: |
Chief Executive Officer |
