{disclaimer, I am not a Securities Lawyer}

my understanding is that, as an EGC, there's a 5-year reprieve period where POET is not subject to SOX.

ref. the JOBS Act. (also here), and also perhaps the 989G exemption that's in Dodd-Frank while the market cap is under USD$700MM (ref. SEC Rule 12b-2).

also see the 20-F items 15, 19, etc. b/c PTK is a foreign (non-US) issuer; if PTK were US-domestic, the same applies, but as part of RegSK.

even while exempt from SOX, there's still a requirement to report on any material weakness during ICFR transitions (item 7 of the ICFR FAQ), and there's no transition period for disclosure controls and protection in SEC Rule 13a-15(a).

as far as C-SOX (Ontario Bill-198) goes, they are probably also exempt via MI 52-109.

keep in mind, OSC rules permit disclosure of material information to be made confidentially (i.e., only to the regulators) under certain circumstances.

hope that helps clear things up.

GLAL,

R.