POET Technologies Announces Closing of C$6.2 Million Non-Brokered Private Placement of Units and Reports Preliminary Unaudited Fiscal Fourth Quarter and Fiscal Year 2024 Results
- None.
- None.
Insights
The completion of POET Technologies Inc.'s non-brokered private placement is a significant liquidity event, signaling confidence from investors in the company's growth prospects. The capital raised, approximately C$6.2 million, is earmarked for general corporate purposes, which typically include operational expenses and investment in strategic initiatives. For stakeholders, the immediate impact is the infusion of cash which may support the company's operational runway and finance its expansion into AI and photonic module markets.
The pricing of the Units at C$1.22 with an additional Warrant at C$1.52 suggests a premium for future funding, which could be advantageous for the company if the stock appreciates. However, the dilutive effect of such financings could be a concern for current shareholders as it may lead to earnings per share dilution if the Warrants are exercised. The fact that insiders participated in the offering could be seen as a positive sign of management's belief in the company's future, yet it also raises questions about corporate governance and potential conflicts of interest, which investors should monitor.
POET Technologies' focus on photonic modules for AI and related markets taps into a burgeoning sector with significant growth potential. Photonic technology is critical for the development of high-speed, energy-efficient data transmission, which is increasingly important as AI applications demand more computational power and faster data processing. The investment in this area could position POET for a competitive advantage in a niche but expanding market segment.
However, the preliminary financial data showing a net loss of approximately $20.3 million for the year, against revenues of $470,000, indicates substantial operational costs that the newly raised funds will need to address. The company's ability to manage these losses and transition to a profitable model will be critical for long-term sustainability and market confidence.
The private placement's adherence to Multilateral Instrument 61-101 is crucial for regulatory compliance and investor protection, especially considering the participation of insiders. The exemptions from formal valuation and minority shareholder approval are based on the transaction's proportion to the company's market capitalization. While this is within legal parameters, it is essential for investors to be aware of these aspects as they can influence corporate control dynamics and share value.
The stipulated hold periods under Canadian securities laws and the conditional approval for listing on the TSXV are standard regulatory requirements aimed at ensuring market stability and investor confidence. Investors should note these hold periods as they temporarily restrict liquidity of the newly issued securities.
TORONTO, Jan. 25, 2024 (GLOBE NEWSWIRE) -- POET Technologies Inc. ("POET" or the "Corporation") (TSXV:PTK, NASDAQ:POET) is pleased to announce the completion of its non-brokered private placement previously announced on December 11, 2023, pursuant to which an aggregate of 5,098,088 units of the Corporation (the "Units") were issued at a price of
Each Unit is comprised of one common share in the capital of the Corporation (each, a "Common Share") and one Common Share purchase warrant (each, a "Warrant"), with each Warrant entitling the holder thereof to purchase one additional common share of the Corporation (each, a "Warrant Share") at a price of C
The net proceeds of the Offering are expected to be used for general corporate purposes, including revenue expansion and the development and production of photonic modules for AI and related markets. The securities issued pursuant to the Offering will be subject to certain hold periods under Canadian securities laws, if applicable, including the statutory four-month hold period from the date of closing of the Offering. The Offering remains subject to final acceptance of the TSX Venture Exchange ("TSXV"). The Common Shares and Warrant Shares have been conditionally approved for listing on the TSXV, subject to the final acceptance of the TSXV upon satisfaction by the Corporation of standard listing conditions. The Warrants will not be listed on any exchange.
Certain officers and directors of the Corporation have subscribed for an aggregate of 358,583 Units under the Offering for gross proceeds of approximately C
In connection with the Offering, the Corporation will pay an aggregate cash finders' fee of C
Preliminary Financial Update
The Corporation is providing preliminary financial data in advance of its expected annual reporting on or before March 30, 2024.
Preliminary financial data on an unaudited basis as of December 31, 2023 are as follows (all amounts are approximate and stated in U.S. dollars):
| As of December 31, 2023 | |||
| Cash and cash equivalents | $ | 3,000,000 | |
| Working capital | $ | 600,000 | |
Preliminary financial data on an unaudited basis for the three and twelve months ended December 31, 2023 are as follows (all amounts are approximate and stated in U.S. dollars):
| Three Months | Twelve Months | |||||
| Revenues | $ | 110,000 | $ | 470,000 | ||
| Expenses(1) | $ | (5,570,000 | ) | $ | (20,770,000 | ) |
| Net loss | $ | (5,460,000 | ) | $ | (20,300,000 | ) |
(1) Three months and twelve months expenses include non-cash expenses of
ATM Quarterly Update
During the fiscal quarter ended December 31, 2023, the Corporation did not issue any shares in its previously announced United States-only "at-the-market" offering program that was established pursuant to an equity distribution agreement dated September 1, 2023 between the Corporation and Craig-Hallum Capital Group LLC and the prospectus supplement dated September 1, 2023 to the Corporation's base prospectus dated August 18, 2023 that was included in the Corporation's U.S. registration statement on Form F-3 (File No. 333-273853) (the "Registration Statement"), which Registration Statement was declared effective by the United States Securities and Exchange Commission on August 18, 2023.
Other Updates
Further to the Corporation's news release on December 4, 2023 announcing the closing of a US
This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful. No securities may be offered or sold in the United States or in any other jurisdiction in which such offer or sale would be unlawful absent registration under the U.S. Securities Act of 1933, as amended, or an exemption therefrom or qualification under the securities laws of such other jurisdiction or an exemption therefrom.
Caution Regarding Preliminary Financial Data
The preliminary financial data as of December 31, 2023 and for the three and twelve months then ended presented in this press release are preliminary, remain subject to the completion of normal year-end accounting procedures and adjustments and, therefore, are subject to change. Furthermore, the Corporation's independent public accounting firm has not reviewed, audited or performed other procedures with respect to such preliminary results, and their audit or other procedures could result in changes to the preliminary data presented. This preliminary financial data should not be viewed as a substitute for full financial statements prepared in accordance with International Financial Reporting Standards and are not necessarily indicative of the results to be achieved for any future period.
About POET Technologies Inc.
POET is a design and development company offering integration solutions based on the POET Optical Interposer™, a novel platform that allows the seamless integration of electronic and photonic devices into a single multi-chip module using advanced wafer-level semiconductor manufacturing techniques and packaging methods. POET's Optical Interposer eliminates costly components and labor-intensive assembly, alignment, burn-in and testing methods employed in conventional photonics. The cost-efficient integration scheme and scalability of the POET Optical Interposer brings value to any device or system that integrates electronics and photonics, including some of the highest growth areas of computing, such as Artificial Intelligence (AI), the Internet of Things (IoT), autonomous vehicles and high-speed networking for cloud service providers and data centers. POET is headquartered in Toronto, with operations in Allentown, PA, Shenzhen, China and Singapore. More information may be obtained at www.poet-technologies.com.
Company Contact:
Thomas R. Mika, EVP & CFO
tm@poet-technologies.com
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this news release may be deemed "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) (collectively, the "forward-looking statements"). These forward‐looking statements, by their nature, require the Corporation to make certain assumptions and necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward‐looking statements. Forward‐looking statements are not guarantees of performance. Words such as "may", "will", "would", "could", "expect", "believe", "plan", "anticipate", "intend", "estimate", "continue", or the negative or comparable terminology, as well as terms usually used in the future and the conditional, are intended to identify forward‐looking statements. Information contained in forward‐looking statements, including with respect to the use of proceeds of the Offering, the timing and ability of the Corporation to satisfy the customary listing conditions and obtain final approval of the TSX Venture Exchange (if at all), management's expectations regarding the success of the Corporation's products (including the photonic modules for AI and related markets), the timing and ability of the Corporation to successfully complete of its development and production efforts (if at all), the capabilities of its operations, the ability of the Corporation to generate revenue from operations (or expand such revenue) (if at all), the focus of the Corporation's operations and future production, is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management's perceptions of historical trends, current conditions and expected future developments, industry and general economic conditions as well as other considerations that are believed to be appropriate in the circumstances. The Corporation considers its assumptions to be reasonable based on information currently available, but cautions the reader that their assumptions regarding future events, many of which are beyond the control of the Corporation, may ultimately prove to be incorrect since they are subject to risks and uncertainties that affect the Corporation, and its business.
For additional information with respect to these and other factors and assumptions underlying the forward‐looking statements made in this news release concerning the Corporation, see the public disclosure of the Corporation, including the annual report Form 20-F for the year ended December 31, 2022 and most recent management's discussion and analysis, which is available electronically under the Corporation's issuer profile on SEDAR+ (www.sedarplus.ca) and EDGAR (www.sec.gov). The forward‐looking statements set forth herein concerning the Corporation reflect management's expectations as at the date of this news release and are subject to change after such date. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by law.
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.
FAQ
What is the purpose of the private placement?
What is the preliminary financial data as of December 31, 2023?
Did the company issue any shares in its at-the-market offering program during the fiscal quarter ended December 31, 2023?
