Filing for recent placement 424B5 1 form424b5.htm
posted on
Dec 01, 2023 07:05PM
https://www.sec.gov/Archives/edgar/data/1437424/000149315223043437/form424b5.htm
POET TECHNOLOGIES INC.
1,600,000 Common Shares and
Warrants to Purchase up to 1,600,000 Common Shares
We are offering 1,600,000 of our common shares, without par value (the “common shares”), and accompanying warrants to purchase up to 1,600,000 common shares (the “warrants”) pursuant to this prospectus supplement and the accompanying prospectus (this “offering”). Each common share is being sold together with one accompanying warrant exercisable for one common share. The combined public offering price for each common share and accompanying warrant is $0.90. The warrants have an exercise price of $1.12 per common share, subject to adjustment as set forth therein and described herein, and are immediately exercisable and will expire five (5) years from the date of issuance.
The common shares and accompanying warrants can only be purchased together in this offering but will be issued separately and will be immediately separable upon issuance. This prospectus supplement also relates to the offering of our common shares that are issuable from time to time upon exercise of the warrants.
This offering is being underwritten on a firm commitment basis. While the underwriter intends to offer the common shares and accompanying warrants at the price set forth on the cover of this prospectus supplement, the underwriter may offer the common shares and accompanying warrants from time to time to purchasers directly or through agents, or through brokers in brokerage transactions on The Nasdaq Capital Market (“Nasdaq”) or to dealers in negotiated transactions or in a combination of such other methods of sale, or otherwise, at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices.
Our common shares are listed and posted for trading on the TSX Venture Exchange (the “TSXV”) under the symbol “PTK” and on Nasdaq under the symbol “POET.” On November 29, 2023, the last trading day prior to the date of this prospectus supplement, the closing price of our common shares on the TSXV and on Nasdaq was CAD$1.47 and $1.12 per common share, respectively. There is no established trading market for the warrants offered in this offering, and we do not expect a market to develop. We do not intend to apply to list the warrants on any securities exchange or nationally recognized trading system. Without an active trading market, the liquidity of the warrants will be limited.
Our head and registered office is located at Suite 1107, 120 Eglinton Avenue East, Toronto, Ontario, M4P 1E2, and our telephone number is (416) 368-9411.
Investing in our securities involves a high degree of risk. Before buying our securities, you should consider carefully the risks described under the caption “Risk Factors” beginning on page S-10 of this prospectus supplement, in the accompanying prospectus and in the documents incorporated by reference in this prospectus supplement and refer to the risk factors that may be included in our reports and other information that we file with the U.S. Securities and Exchange Commission.
Neither the U.S. Securities and Exchange Commission nor any state or Canadian securities commission or regulator has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
Per Common Share and Accompanying Warrant |
Total | |||||||
Public offering price(1) | $ | 0.900 | $ | 1,440,000 | ||||
Underwriting discount and commissions(2) | $ | 0.063 | $ | 100,800 | ||||
Proceeds, before expenses, to us(3) | $ | 0.837 | $ | 1,339,200 |
(1) The public offering price and underwriting discount corresponds to (i) a public offering price per common share of $0.8999999 and (ii) a public offering price per warrant of $0.0000001.
(2) See “Underwriting” for additional disclosure regarding underwriting compensation.
(3) If the underwriter exercises its over-allotment option in full, the total underwriting discount payable by us will be approximately $115,920, and the total proceeds to us, before expenses, will be approximately $1,540,080. The aforementioned dollar amounts and the amount of the offering proceeds to us presented in the table above do not give effect to any exercise of the warrants being issued in this offering.
We have granted the underwriter the right to purchase up to an additional 240,000 common shares at a public offering price of $0.8999999 per share and/or warrants to purchase up to 240,000 additional common shares at a public offering price of $0.0000001 per warrant. The underwriter may exercise this right at any time, in whole or in part, within 45 days following the execution date of the underwriting agreement.
The underwriter expects to deliver the common shares and accompanying warrants on or about December 4, 2023, subject to customary closing conditions.
Maxim Group LLC
This prospectus supplement is dated November 30, 2023.