POET 6-K 2025 - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

Form6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16

UNDERTHE SECURITIES EXCHANGE ACT OF 1934

Forthe month of November 2025

Commission File Number: 000-55135

POETTECHNOLOGIES INC.

(Translation of registrant’s name into English)

120Eglinton 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 ☐

DOCUMENTSINCLUDED AS PART OF THIS FORM 6-K

On November 4, 2025, the Registrant filed with the Canadian Securities Regulatory Authorities on the System for Electronic Data Analysis and Retrieval + a material change report, a copy of which is attached hereto as Exhibit 99.1, and which is incorporated by reference to the Registrant’s Registration Statement on Form F-10, as amended (File No. 333- 280553). The inclusion of any website address herein, including in any exhibit attached hereto, is intended to be an inactive textual reference only and not an active hyperlink. The information contained in, or that can be accessed through, each such website is not part of this Form 6-K or incorporated herein.

See “Exhibits” below.

Exhibits

Exhibit Number	Description
99.1	Material Change Report dated November 4, 2025

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<br> Vice President and<br><br> <br>Chief<br> Financial Officer
Date: November 5, 2025

Exhibit 99.1

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1	Name and Address of Company
	POET<br> Technologies Inc. (the “Company”)<br><br> <br>120 Eglinton Avenue East, Suite 1107<br><br> <br>Toronto, Ontario<br><br> <br>M4P<br> 1E2
Item 2	Date of Material Change
	October 26, 2025
Item 3	News Release
	A<br> news release with respect to the material change referred to in this report was issued by the Company through GlobalNewswire on October<br> 26, 2025 and filed on SEDAR+ (www.sedarplus.ca) under the Company’s issuer profile on October 27, 2025.
Item 4	Summary of Material Change
	On<br> October 26, 2025, the Company entered into securities purchase agreements with institutional investors for the purchase and sale<br> of 20,689,655 common shares (each, a “Common Share”) at a price of US$7.25 per Common Share for aggregate gross<br> proceeds to the Company of US$149,999,998.75 (the “Offering”). The Offering closed on October 28, 2025.
Item 5	Full Description of Material Change
Item 5.1	Full Description of Material Change
	On<br> October 26, 2025, the Company entered into securities purchase agreements with institutional investors for the purchase and sale<br> of 20,689,655 Common Shares at a price of US$7.25 per Common Share for aggregate gross proceeds to the Company of US$149,999,998.75.<br> The Offering closed on October 28, 2025.<br><br> <br><br><br> <br>Titan<br> Partners Group, a division of American Capital Partners (“Titan”), acted as the sole placement agent for the Offering.<br><br> <br><br><br> <br>The<br> Company intends to use the net proceeds from the Offering for corporate development, including targeted acquisitions, scaling up<br> of R&D, acceleration of the light source business, expanding operations, and general working capital.<br><br> <br><br><br> <br>The<br> Offering was made in the United States only pursuant to a shelf registration statement on Form F-10 (File No. 333-280553) previously<br> filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective on September 10, 2024.<br> The Offering was made only by means of a prospectus supplement, which was filed with the SEC and is available on the SEC’s<br> website located at www.sec.gov. The Company also filed the prospectus supplement with the applicable securities regulatory<br> authorities in Canada.

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| --- | | Item 5.2 | Disclosure for Restructuring Transactions | | --- | --- | | | Not applicable. | | Item 6 | Reliance of subsection 7.1(2) of National Instrument 51-102 | | | Not applicable. | | Item 7 | Omitted Information | | | No omitted information. | | Item 8 | Executive Officer | | | For further information, please contact: Kevin Barnes Vice President of Finance & Administration, Corporate Controller and Treasurer POET Technologies Inc. Telephone: (416) 368-411 Email: [email protected] | | Item 9 | Date of Report | | | November 4, 2025 |