Baba, you wrote:

"If they want another partner or partners, they can place the shares privately, without the need for a shelf registration. They could then registered the privately issued shares later on, that happens very often."

Since Poet is not authorized to issue shares in the US (as it is a Canadian listed company), and there is no official market for shares in the US (since it is on the OTCQX, which is not an official exchange), how would they go about offering shares to a US-based entity? My understanding is that the US SEC requires all securites of any type to be registered, and this prospectus is the first step in that process.

The difference with Poet is that its status is a foreign issuer from the perspective of the SEC. Have you seen a situtation where a foreign issuer has been able to place shares privately without a prior SEC registration?