6-K

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 January 2026

Commission File Number: 001-41319

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 ☐

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.

Incorporationby 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S-8 (File No. 333-290470), filed by the Company with the SEC on September 23, 2025, in each case, to the extent not superseded by documents or reports subsequently filed or furnished, (4) the registration statement on Form F-10 (File No. 333-280553), as amended by Amendment No. 1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

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.

Exhibit5.1

January 23, 2026

POET Technologies Inc.

120 Eglinton Avenue East, Suite 1107

Toronto, ON M4P 1E2

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 PurchaseAgreements”).

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.