Poet Technologies Inc 6-K, filed Sep 25, 2024
Poet Technologies Inc. (POET)
About this 6-K
Poet Technologies Inc filed this 6-K on September 25, 2024.
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 September 2024
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 ☐
Private Placement of Securities
On September 25, 2024, 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 private placement (the “Offering”), securities consisting of an aggregate of (i) 4,000,000 common shares, without par value (the “Common Shares”), and (ii) a warrant exercisable for an aggregate of up to 2,000,000 Common Shares at an exercise price of $5.00 per Common Share. The Common Shares and the accompanying Warrant can only be purchased together in this Offering but will be issued separately. The price for each Common Share and accompanying Warrant in respect of one-half Common Share was $3.75. No placement agent is involved in this Offering.
The gross proceeds to the Company from the Offering before fees and expenses are expected to be $15,000,000. The Offering closed on September 25, 2024.
The Offering was made pursuant to Ontario Securities Commission Rule 72-503 – Distributions Outside Canada, as such instrument is in effect as of the date of the Purchase Agreement, and Regulation S (“Regulation S”) under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”).
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 qualified in its entirety by reference to the full text of the form of Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this this Current Report on Form 6-K and is incorporated by reference herein.
Terms of the Warrant
The Warrant is exercisable for an aggregate of up to 2,000,000 Common Shares at an exercise price of $5.00 per Common Share. The Warrant will expire five years from the date of issuance (the “Termination Date”). Subject to the terms of the Warrant, the Warrant is exercisable, in whole or in part, at any time or times after the issuance date of September 25, 2024 and on or before the Termination Date; provided, however, that the Warrant may only be exercised by the holder of the Warrant if, at the time of such exercise, the holder is not a U.S. person as defined in Rule 902(k) of Regulation S, the holder (or the holder’s authorized signatory) is outside the United States, and the applicable notice of exercise is executed outside the United States. If at the time of exercise of the Warrant 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 the Warrant, and the Company is not a “foreign issuer” as defined in Rule 902 of Regulation S, then the Warrant may also 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 Warrant. The Company is prohibited from effecting an exercise of the Warrant 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 Warrant 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 4.1 and 10.1 filed herewith are hereby incorporated by reference to the Company’s registration statement on Form F-10 (File No. 333-280553) previously filed with and declared effective by the Securities and Exchange Commission 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 September 25, 2024, 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.
| EXHIBIT LIST | ||
| Exhibit No. | Description | |
| 4.1 | Form of Common Share Purchase Warrant | |
| 10.1 | Securities Purchase Agreement, dated September 25, 2024, by and between the Company and the Purchaser | |
| 99.1 | Press Release dated September 25, 2024 | |
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.
Dated: September 25, 2024
| POET TECHNOLOGIES INC. | ||
| By: | /s/ Thomas Mika | |
| Name: | Thomas Mika | |
| Title: | Executive Vice President and Chief Financial Officer | |
Exhibit 4.1
Exhibit 10.1
Exhibit 99.1
POET TECHNOLOGIES ANNOUNCES CLOSING OF US$15 MILLION PRIVATE PLACEMENT
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Toronto, Ontario, September 25, 2024 – POET Technologies Inc. (“POET” or the “Corporation”) (TSXV: PTK; NASDAQ: POET), the designer and developer of the POET Optical Interposer™, Photonic Integrated Circuits (PICs) and light sources for the data center, tele-communication and artificial intelligence markets, is pleased to announce that it has completed a non-brokered private placement with a single institutional investor pursuant to which the Corporation issued 4,000,000 common shares (the “Common Shares”) and an accompanying warrant exercisable for an aggregate of up to 2,000,000 Common Shares (each, a “Warrant Share”) at an exercise price of $5.00 (or approximately C$6.78) per Common Share (the “Warrant”) for aggregate gross proceeds of US$15,000,000 (the “Offering”). The combined price of one Common Share and accompanying Warrant in respect of one-half Common Share was US$3.75 (or approximately C$5.09). Subject to the terms of the Warrant, the Warrant is exercisable, in whole or in part, for a period of five years from the date of issuance.
The Corporation intends to use the net proceeds of the Offering for working capital and general corporate purposes. No commission or finder’s fee was paid by the Corporation and no underwriter or sales agent was engaged by the Corporation in connection with the Offering.
All Common Shares and the accompanying Warrant issued under the Offering were distributed to a purchaser located outside of Canada in reliance on OSC Rule 72-503 – Distributions Outside of Canada and, accordingly, all Common Shares, the accompanying Warrant and all Warrant Shares issued under the Offering are not subject to a Canadian statutory hold period in accordance with applicable Canadian securities laws. The Offering remains subject to the final acceptance of the TSX Venture Exchange (the “Exchange”).
This news 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.
This news release shall not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.
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 Allentown, PA, Shenzhen, China, and Singapore. More information about POET is available on our website at www.poet-technologies.com.
Media Relations Contact: Adrian Brijbassi adrian.brijbassi@poet-technologies.com |
Company Contact: Thomas R. Mika, EVP & CFO tm@poet-technologies.com |
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 Corporation’s expectations with respect to its products, the scalability of the POET Optical Interposer and the success of the Corporation’s products, the Corporation’s use of proceeds for the Offering and the Corporation’s ability to obtain the final approval of the Exchange. 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. Assumptions have been made regarding, among other things, management’s expectations regarding the size of the market for its products, the capability of its joint venture to produce products on time and at the expected costs, the performance and availability of certain components, and the success of its customers in achieving market penetration for their products. Actual results could differ materially due to a number of factors, including, without limitation, the attractiveness of the Corporation’s product offerings, performance of its technology, the performance of key components, and ability of its customers to sell their products into the market. For further information concerning these and other risks and uncertainties, refer to the Corporation’s filings on SEDAR+ at www.sedarplus.ca and on the website of the U.S. Securities and Exchange Commission at www.sec.gov. Although the Corporation believes that the expectations reflected in the forward-looking information or statements are reasonable, prospective investors in the Corporation’s securities should not place undue reliance on forward-looking statements because the Corporation 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 Corporation assumes no obligation to update or revise this forward-looking information and statements except as required by applicable securities laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
120 Eglinton Avenue, East, Suite 1107, Toronto, ON, M4P 1E2- Tel: 416-368-9411 - Fax: 416-322-5075