POET Technologies Announces US$25 Million Offering Priced at a Premium to Market

Rhea-AI Summary

POET Technologies announces a non-brokered public offering of 5,000,000 units at US$5.00 per unit, aiming to raise US$25 million. Each unit includes one common share and half a warrant, with each full warrant exercisable at US$6.00 for five years. The offering price represents a premium over the closing price on TSX Venture Exchange on December 11, 2024. The offering is expected to be fully subscribed by a single Canadian institutional investor and close around December 19, 2024. Proceeds will be used for working capital and general corporate purposes. The offering requires regulatory approvals, including TSX Venture Exchange approval.

Positive

• Offering price of US$5.00 per unit is at a premium to market price
• Secured US$25 million in funding from a single institutional investor
• No commission or finder's fee required for the offering
• Five-year warrants provide potential additional capital at US$6.00 per share

Negative

• Potential dilution for existing shareholders through 5,000,000 new units
• Additional future dilution possible through warrant exercises

Insights

Financial Analyst

This $25M offering at a premium represents a significant capital raise for POET Technologies, structured uniquely with warrants that could provide additional future funding. The premium pricing at $5.00 per unit versus current market price signals strong investor confidence. The warrant exercise price of $6.00 suggests optimistic growth expectations. The single institutional investor subscription indicates concentrated institutional interest, though it also creates potential concentration risk. The non-brokered nature saves on fees, preserving capital. The timing and structure suggest the company is capitalizing on current market conditions to strengthen its balance sheet for operational expansion in the growing photonics sector. This financing bolsters POET's working capital position while minimizing dilution compared to typical discounted offerings.

Tech Industry Analyst

This capital injection comes at a strategic time for POET Technologies as the photonics industry experiences increased demand from data centers, telecommunications and AI applications. The premium-priced offering validates POET's Optical Interposer technology and market position in photonic integrated circuits. The successful raise at above-market prices suggests strong institutional confidence in POET's technical capabilities and market opportunity. The five-year warrant structure provides a long-term commitment framework, aligning with the development cycles typical in the photonics industry. This funding strengthens POET's ability to scale production and accelerate market penetration in key growth sectors, particularly as AI applications drive demand for advanced optical solutions.

TORONTO, Dec. 12, 2024 (GLOBE NEWSWIRE) -- 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, today announces its intention to complete a non-brokered public offering of 5,000,000 units of the Corporation (the "Units") at a price of US$5.00 (C$7.08) per Unit (the "Issue Price") for aggregate gross proceeds to the Corporation of US$25 million (the "Offering"). Each Unit will be comprised of one common share of the Corporation (each, a "Common Share") and one-half of one common share purchase warrant of the Corporation (each whole common share purchase warrant, a "Warrant"), with each Warrant being exercisable to acquire one Common Share at a price of US$6.00 (C$8.50) for a period of five years from the date of issuance.

The Issue Price represents a premium over the closing price of the Common Shares on the TSX Venture Exchange on Wednesday, December 11, 2024. The Corporation anticipates using the net proceeds of the Offering for working capital and general corporate purposes. It is anticipated that the Offering will close on or about December 19, 2024.

The Offering will be made by way of a prospectus supplement (the "Prospectus Supplement") to the short form base shelf prospectus of the Corporation dated September 6, 2024, which Prospectus Supplement will be prepared and filed by the Corporation prior to the closing of the Offering with the securities regulatory authorities in each of the provinces and territories of Canada, as well as with the U.S. Securities and Exchange Commission as part of the Corporation's U.S. registration statement on Form F-10 ("Form F-10") (Registration No. 333-280553) under the U.S.-Canada Multijurisdictional Disclosure System, with such additions thereto and deletions therefrom as may be permitted or required by Form F-10. The Offering is expected to be fully subscribed by a single institutional investor in Canada that qualifies as an "accredited investor" under National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators.

The consummation of the Offering remains subject to the receipt of all regulatory approvals, including the approval of the TSX Venture Exchange (the "Exchange"), and the satisfaction of other customary closing conditions. No commission or finder's fee will be paid in connection with the Offering.

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.

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.tech	Company Contact: Thomas R. Mika, EVP & CFO tm@poet.tech

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 consummation of the Offering, the Corporation’s ability to complete the Offering on the announced terms, the Corporation’s products, the scalability of the POET Optical Interposer and the success of the Corporation's products, the Corporation's ability satisfy all closing conditions and close the Offering within the announced timeline, L5 Capital Inc. acquiring all of the Units under the Offering on the terms announced, 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.

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FAQ

What is the size and price of POET Technologies' December 2024 offering?

POET Technologies announced a US$25 million offering of 5,000,000 units priced at US$5.00 per unit, with each unit including one common share and half a warrant.

What are the terms of the warrants in POET's December 2024 offering?

Each whole warrant is exercisable to acquire one Common Share at US$6.00 for a period of five years from the date of issuance.

When is POET Technologies' US$25M offering expected to close?

The offering is anticipated to close on or about December 19, 2024.

How will POET Technologies use the proceeds from the US$25M offering?

POET Technologies plans to use the net proceeds for working capital and general corporate purposes.

Who is the investor in POET Technologies' December 2024 offering?

The offering is expected to be fully subscribed by a single institutional investor in Canada that qualifies as an accredited investor.