UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For
the month of July 2024
Commission
File Number: 001-41319
POET
TECHNOLOGIES INC.
(Translation
of registrant’s name into English)
120
Eglinton Avenue East, Ste. 1107
Toronto,
Ontario M4P 1E2, Canada
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Registered
Direct Offering
On
July 19, 2024, POET Technologies Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)
with MMCAP International Inc. SPC (the “Purchaser”), pursuant to which the Company agreed to sell and issue to the
Purchaser, in a registered direct offering (the “Offering”), consisting of an aggregate of (i) 3,333,334 common shares, without
par value (the “Common Shares”), and (ii) a warrant or warrants (the “Warrants”) exercisable for an aggregate
of up to 3,333,334 Common Shares. The Common Shares and the accompanying Warrant in respect of one Common Share, can only be purchased
together in this Offering but will be issued separately and will be immediately separable upon issuance. The price for each Common Share
and accompanying Warrant in respect of one Common Share was $3.00. No placement agent is involved in this Offering.
The
net proceeds to the Company from the Offering are expected to be approximately $9,800,002, after deducting offering expenses payable
by the Company. The Offering is expected to close on or about July 19, 2024, subject to customary closing conditions.
Bennett
Jones LLP, Canadian counsel to the Company, and Katten Muchin Rosenman LLP, U.S. counsel to the Company, delivered opinions as to the
validity of the securities in the Offering, copies of which are attached to this report on Form 6-K as Exhibits 5.1 and 5.2, respectively,
and are incorporated by reference herein.
The
Offering is being made pursuant to the Company’s effective registration statement on Form F-3 (File No. 333-273853) previously
filed with and declared effective by the Securities and Exchange Commission (the “SEC”) and a prospectus supplement and accompanying
base prospectus filed with the SEC.
The
Purchase Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended
to provide any other factual information about the Company. The Purchase Agreement contains customary representations, warranties and
agreements by the Company, customary conditions to closing, other obligations of the parties and termination provisions. The representations,
warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates,
were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties,
including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Purchase
Agreement. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties
to the agreement instead of establishing these matters as facts and may be subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Purchase Agreement and
should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state
of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of
the representations and warranties may change after the date of the Purchase Agreement, and this subsequent information may or may not
be fully reflected in the Company’s public disclosures.
The
foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the
form of Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this this Current Report on Form 6-K and is incorporated by reference
herein.
Terms
of the Warrants
The
Warrants are exercisable for one Common Share at an exercise price of $4.00 per Common Share. The Warrants will expire five years from
the date of issuance. If at the time of exercise of the Warrants there is no effective registration statement registering, or the prospectus
contained therein is not available for the issuance of such shares to, or the resale of such shares by, the holder of such Warrants,
then the Warrants will only be exercisable on a “cashless exercise” basis under which the holder will receive upon such exercise
a net number of Common Shares determined according to a formula set forth in the Warrants. The Company is prohibited from effecting an
exercise of any Warrants to the extent that such exercise would result in the number of shares of Common Stock beneficially owned by
such holder and its affiliates exceeding 9.99% of the total number of shares of Common Stock outstanding immediately after giving effect
to the exercise.
The
form of the Warrant is filed as Exhibit 4.1 to this Current Report on Form 6-K. The foregoing summary of the terms of the Warrants is
subject to, and qualified in its entirety by, the form of such document, which is incorporated herein by reference.
Incorporation
by Reference
The
foregoing information contained in this Report on Form 6-K (this “Report”) and Exhibits 10.1, 4.1, 5.1, 5.2, 23.1 and 23.2
filed herewith are hereby incorporated by reference to the Registration Statement and are deemed to be a part thereof from the date on
which this Report is filed, to the extent not superseded by documents or reports subsequently filed with or furnished to the SEC.
Furnishing
of the Press Release
On
July 19, 2024, the Company issued a press release announcing the closing of the Offering, which press release shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing under the Securities Act
or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
EXHIBIT
LIST
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Dated:
July 19, 2024
|
POET
TECHNOLOGIES INC. |
|
|
|
By:
|
/s/
Thomas Mika |
|
Name:
|
Thomas
Mika |
|
Title:
|
Executive
Vice President and Chief Financial Officer |
Exhibit
4.1
COMMON
SHARE PURCHASE WARRANT
POET
Technologies Inc.
Warrant
Shares: 3,333,334 |
Initial
Exercise Date: July 19, 2024 |
THIS
COMMON SHARE PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _____________ or its assigns (the
“Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set
forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York
City time) on July 18, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from POET Technologies
Inc., a corporation existing under laws of the Province of Ontario, Canada (the “Company”), up to 3,333,334 Common
Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this
Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Section
1. Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated
in this Section 1:
“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized
or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”
or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally
are open for use by customers on such day.
“Commission”
means the United States Securities and Exchange Commission.
“Common
Shares” means the common shares of the Company, no par value, and any other class of securities into which such securities
may hereafter be reclassified or changed.
“Common
Share Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Shares, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that
is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Registration
Statement” means the Company’s registration statement on Form F-3 (File No. 333-273853).
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Subsidiary”
means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed
or acquired after the date hereof.
“Trading
Day” means a day on which the Common Shares are traded on a Trading Market.
“Trading
Market” means any of the following markets or exchanges on which the Common Shares are listed or quoted for trading on the
date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York
Stock Exchange, the Toronto Stock Exchange or the TSX Venture Exchange (or any successors to any of the foregoing).
“Transfer
Agent” means Computershare Inc., a Delaware corporation, and its affiliate, Computershare Trust Company, N.A., a federally
chartered trust company, and any successor transfer agent of the Company.
“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Shares are then listed
on a Trading Market that is a U.S. national securities exchange or quoted on a Trading Market, the daily volume weighted average price
per share of the Common Shares for such date (or the nearest preceding date) on the Trading Market on which the Common Shares are then
listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)),
(b) if the Common Shares are not listed on a Trading Market that is a U.S. national securities exchange but are quoted on the OTCQB or
OTCQX, the volume weighted average price per share of the Common Shares for such date (or the nearest preceding date) on the OTCQB or
OTCQX, as applicable, on such date, (c) if the Common Shares are not then listed or quoted for trading on a Trading Market and if prices
for the Common Shares are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting
prices), the most recent bid price per Common Share so reported, or (d) in all other cases, the fair market value of a Common Share as
determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding
and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.
“Warrants”
means this Warrant and other Common Share purchase warrants issued by the Company pursuant to the Registration Statement.
Section
2. Exercise.
a)
Exercise of Warrant. Subject to the provisions of Section 2(e) herein, the exercise of the purchase rights represented by this
Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination
Date by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the
form annexed hereto (the “Notice of Exercise”). Within one (1) Trading Day following the date of exercise as aforesaid,
the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer
or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified
in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other
type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder
shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available
hereunder and this Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation
within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this
Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering
the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased.
The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The
Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and
any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the
purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time
may be less than the amount stated on the face hereof.
b)
Exercise Price. The exercise price per Common Share under this Warrant shall be $4.00, subject to adjustment hereunder (the “Exercise
Price”).
c)
Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus
contained therein is not available for, the issuance of the Warrant Shares to, or the resale of the Warrant Shares by, the Holder, then
this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder
shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
(A)
= as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of
Exercise is delivered pursuant to Section 2(a) hereof (1) on a day that is not a Trading Day or (2) on a Trading Day either (x) prior
to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities
laws) on such Trading Day, or (y) during “regular trading hours” on such Trading Day or (ii) the VWAP on the date of the
applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is delivered pursuant
to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;
(B)
= the Exercise Price of this Warrant, as adjusted hereunder; and
(X)
= the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such
exercise were by means of a cash exercise rather than a cashless exercise.
If
Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the
Securities Act, the Warrant Shares shall take on the registered characteristics of this Warrant. The Company agrees not to take any position
contrary to this Section 2(c).
Notwithstanding
anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant
to this Section 2(c) if the VWAP on the Termination Date is greater than the Exercise Price as then in effect.
d)
Mechanics of Exercise.
i.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by
the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository
Trust Company (“DTC”) through its Deposit/Withdrawal at Custodian system (“DWAC”) if the Transfer
Agent is then a participant in such system and either (A) there is then an effective registration statement permitting the issuance of
the Warrant Shares to or resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise
by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for
the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the
Notice of Exercise by the date that is one (1) Trading Day after the later of (i) the delivery to the Company of the Notice of Exercise
and (ii) the delivery of the aggregate Exercise Price to the Company (such date, the “Warrant Share Delivery Date”).
Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of
the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares,
provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within one (1) Trading
Day following delivery of the Notice of Exercise.
ii.
Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of
the Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new
Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant
shall in all other respects be identical with this Warrant.
iii.
Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section
2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise. Upon any rescission of an exercise,
the Company’s obligations in respect of such exercise, including, without limitation, any obligation to issue the applicable Warrant
Shares.
iv.
Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to
the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions
of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required
by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, Common
Shares to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise
(a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s
total purchase price (including brokerage commissions, if any) for the Common Shares so purchased exceeds (y) the amount obtained by
multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at
issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the
Holder, either reinstate the portion of this Warrant and equivalent number of Warrant Shares for which such exercise was not honored
(in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of Common Shares that would have been issued
had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Shares
having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Common Shares with an aggregate sale
price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be
required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in
respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s
right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to timely deliver Common Shares upon exercise of this
Warrant as required pursuant to the terms hereof.
v.
No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company
shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied
by the Exercise Price or round up to the next whole share.
vi.
Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax
or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company,
and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,
however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when
surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company
shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to DTC (or another established
clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.
vii.
Closing of Books. The Company will not close its shareholder books or records in any manner which prevents the timely exercise
of this Warrant, pursuant to the terms hereof.
e)
Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and the Holder shall not have
the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such
issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and
any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution
Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the
foregoing sentence, the number of Common Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include
the number of Common Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall
exclude the number of Common Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant
beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or
nonconverted portion of any other securities of the Company (including, without limitation, any other Common Share Equivalents) subject
to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its
Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership
shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being
acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d)
of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent
that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to
other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable
shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination
of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution
Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company
shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status
as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder. For purposes of this Section 2(e), in determining the number of outstanding Common Shares, the Holder may rely on the number
of outstanding Common Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission,
as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer
Agent setting forth the number of Common Shares outstanding. Upon the written or oral request of a Holder, the Company shall within one
Trading Day confirm orally and in writing to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding
Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant,
by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Shares was reported.
The “Beneficial Ownership Limitation” shall be 9.99% of the number of Common Shares outstanding immediately after
giving effect to the issuance of Common Shares issuable upon exercise of this Warrant. The provisions of this paragraph shall be construed
and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any
portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make
changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph
shall apply to a successor holder of this Warrant.
Section
3. Certain Adjustments.
a)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions on its Common Shares or any other equity or equity equivalent securities payable in Common Shares
(which, for avoidance of doubt, shall not include any Common Shares issued by the Company upon exercise of this Warrant), (ii) subdivides
outstanding Common Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding Common
Shares into a smaller number of shares, or (iv) issues by reclassification of Common Shares any capital shares of the Company, then,
in each case, the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Common Shares (excluding
treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of Common Shares
outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted
such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall
become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution
(provided, that such adjustment shall be reversed if such dividend or distribution is terminated prior to the making thereof) and shall
become effective immediately after the effective date in the case of a subdivision, combination or re-classification.
b)
Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants,
issues or sells any Common Share Equivalents or rights to purchase shares, warrants, securities or other property pro rata to the record
holders of any class of Common Shares (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the
terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the
number of Common Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including
without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance
or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Shares are to be determined
for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’s right to participate
in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled
to participate in such Purchase Right to such extent (or beneficial ownership of such Common Shares as a result of such Purchase Right
to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right
thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).
c)
Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or
other distribution of its assets (or rights to acquire its assets) to holders of Common Shares, by way of return of capital or otherwise
(including, without limitation, any distribution of cash, shares or other securities, property or options by way of a dividend, spin
off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of Common Shares acquirable upon
complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial
Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the
date as of which the record holders of Common Shares are to be determined for the participation in such Distribution (provided,
however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder
exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent
(or in the beneficial ownership of any Common Shares as a result of such Distribution to such extent) and the portion of such Distribution
shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder
exceeding the Beneficial Ownership Limitation). To the extent that this Warrant has not been partially or completely exercised at the
time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder
has exercised this Warrant.
d)
Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or
more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company or any Subsidiary,
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially
all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange
offer (whether by the Company or another Person) is completed pursuant to which holders of Common Shares are permitted to sell, tender
or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding
Common Shares or 50% or more of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one
or more related transactions effects any reclassification, reorganization or recapitalization of the Common Shares or any compulsory
share exchange pursuant to which the Common Shares are effectively converted into or exchanged for other securities, cash or property,
or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other
business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with
another Person or group of Persons whereby such other Person or group acquires 50% or more of the outstanding Common Shares or 50% or
more of the voting power of the common equity of the Company (each a “Fundamental Transaction”), then subject to the
prior approval of the TSX Venture Exchange (and/or other Trading Market on which the Common Shares are listed, as applicable), upon any
subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable
upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to
any limitation in Section 2(e) on the exercise of this Warrant), the number of Common Shares of the successor or acquiring corporation
or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of Common Shares for which this Warrant is exercisable
immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant).
For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one Common Share in such Fundamental Transaction,
and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value
of any different components of the Alternate Consideration. If holders of Common Shares are given any choice as to the securities, cash
or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in
a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all
of the obligations of the Company under this Warrant in accordance with the provisions of this Section 3(d) pursuant to written agreements
in form and substance reasonably satisfactory to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity
shall be added to the term “Company” under this Warrant (so that from and after the occurrence or consummation of such Fundamental
Transaction, each and every provision of this Warrant and the other transaction documents referring to the “Company” (the
“Transaction Documents”) shall refer instead to each of the Company and the Successor Entity or Successor Entities,
jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with the Company, may exercise every right
and power of the Company prior thereto and the Successor Entity or Successor Entities shall assume all of the obligations of the Company
prior thereto under this Warrant and the other Transaction Documents with the same effect as if the Company and such Successor Entity
or Successor Entities, jointly and severally, had been named as the Company herein. For the avoidance of doubt, the Holder shall be entitled
to the benefits of the provisions of this Section 3(d) regardless of whether the Company has sufficient authorized Common Shares for
the issuance of Warrant Shares.
e)
Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the
case may be. For purposes of this Section 3, the number of Common Shares deemed to be issued and outstanding as of a given date shall
be the sum of the number of Common Shares (excluding treasury shares, if any) issued and outstanding.
f)
Notice to Holder.
i.
Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company
shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment
to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.
ii.
Notice to Allow Exercise by Holder. If (A) the approval of any shareholders of the Company shall be required in connection with
any reclassification of the Common Shares, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party,
any sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Shares are converted
into other securities, cash or property, or (B) the Company shall authorize the voluntary or involuntary dissolution, liquidation or
winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last
email address as it shall appear upon the Warrant Register of the Company, at least 10 calendar days prior to the applicable record or
effective date hereinafter specified, a notice stating the date on which such reclassification, consolidation, merger, sale, transfer
or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Shares
of record shall be entitled to exchange their Common Shares for securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in
the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that
any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries,
the Company shall substantially contemporaneously file such notice with the Commission pursuant to a report on Form 6-K or 8-K, as applicable.
The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date
of the event triggering such notice except as may otherwise be expressly set forth herein.
Section
4. Transfer of Warrant.
a)
Transferability. This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable,
in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written
assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient
to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall
execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations
specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not
so assigned, and this Warrant shall promptly be cancelled.
b)
New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of
the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by
the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division
or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided
or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Initial Exercise Date and
shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
c)
Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the
“Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the
registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,
and for all other purposes, absent actual notice to the contrary.
Section
5. Miscellaneous.
a)
No Rights as Shareholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights,
dividends or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly
set forth in Section 3. Without limiting any rights of the Holder to receive Warrant Shares on a “cashless exercise” pursuant
to Section 2(c) or to receive cash payments pursuant to Section 2(d)(iv) herein, in no event shall the Company be required to net cash
settle an exercise of this Warrant.
b)
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that, upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any share certificate relating to the Warrant Shares,
and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon surrender and cancellation
of such Warrant or share certificate, if mutilated, the Company will make and deliver a new Warrant or share certificate of like tenor
and dated as of such cancellation, in lieu of such Warrant or share certificate.
c)
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business
Day.
d)
Authorized Shares.
The
Company covenants that, during the period this Warrant is outstanding, it will reserve from its authorized and unissued Common Shares
a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.
The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with
the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all
such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of any Trading Market on which the Common Shares are listed. The Company covenants
that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise
of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly
issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof
(other than taxes in respect of any transfer occurring contemporaneously with such issue).
Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending
its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale
of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be reasonably
necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality
of the foregoing, the Company will (i) take all such action as may be necessary or appropriate in order that the Company may validly
and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (ii) use commercially reasonable
efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may
be, necessary to enable the Company to perform its obligations under this Warrant.
Before
taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from
any public regulatory body or bodies having jurisdiction thereof.
e)
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts
of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions
contemplated by this Warrant (whether brought against a party hereto or their respective Affiliates, directors, officers, shareholders,
partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York.
Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York,
Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is
not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient
venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any
other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant,
the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’
fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
f)
Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if the issuance thereof
to the Holder is not registered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state
and federal securities laws (and may bear or be subject to legends and stock transfer instructions to such effect).
g)
Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall
operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision
of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material
damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including,
but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting
any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
h)
Notices. Any and all notices or other communications or deliveries to be provided by the Holder hereunder including, without limitation,
any Notice of Exercise, shall be in writing and delivered personally, by e-mail, or sent by Federal Express or another nationally recognized
overnight courier service, addressed to the Company, at 120 Eglinton Avenue East, Suite 1107, Toronto, Ontario M4P 1E2, Attention: Kevin
Barnes, email address: kb@poet-technologies.com , or such other email address or address as the Company may specify for such purposes
by notice to the Holder. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in
writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at
the e-mail address or address of such Holder appearing on the books of the Company. Any notice or other communication or deliveries hereunder
shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via
e-mail at the e-mail address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day
after the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section
on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the Trading Day on which the
notice is deposited with Federal Express or another nationally recognized overnight courier service, if sent by Federal Express or another
nationally recognized overnight courier or (iv) upon actual receipt by the party to whom such notice is required to be given. To the
extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company, the Company
shall substantially contemporaneously file such notice with the Commission pursuant to a report on Form 6-K or 8-K, as applicable.
i)
Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant
to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of
the Holder for the purchase price of any Common Shares or as a shareholder of the Company, whether such liability is asserted by the
Company or by creditors of the Company.
j)
Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will
be entitled to specific performance by the Company of its rights under this Warrant. The Company agrees that monetary damages would not
be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive
and not to assert the defense in any action for specific performance that a remedy at law would be adequate.
k)
Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall
inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns
of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall
be enforceable by the Holder or holder of Warrant Shares.
l)
Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and
the Holder.
m)
Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall
be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining
provisions of this Warrant.
n)
Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed
a part of this Warrant.
o)
Representations of Holder. The Holder of this Warrant, by its acceptance hereof, acknowledges and agrees that each delivery of
a Notice of Exercise (i) at a time at which there is no effective registration statement registering, or the prospectus contained therein
is not available for, the issuance of the Warrant Shares to the Holder and (ii) where the exercise is not being effected via cashless
exercise pursuant to Section 2(c) (an “Unregistered Cash Exercise”), shall constitute a representation that the Holder
(A) is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D promulgated by the United States
Securities and Exchange Commission under the Securities Act and (B) will acquire the applicable Warrant Shares for its own account and
not with a view towards, or for resale in connection with, the public sale or distribution of such Warrant Shares, except pursuant to
sales registered or exempted under the Securities Act, unless contemporaneous with the delivery of such Notice of Exercise the Holder
notifies the Company in writing that it is not making such representations. Without limiting the foregoing, it shall be a condition to
any Unregistered Cash Exercise, and the Company’s obligations set forth in Section 2 in connection with such exercise, that the
Company receive such other representations and documentation (which may include a legal opinion) as the Company and/or the Transfer Agent
considers reasonably necessary to assure the Company that the issuance of its securities upon exercise of this Warrant shall not violate
any United States or state securities laws.
p)
Currency. All references to currency herein shall be deemed to refer to United States dollars.
********************
(Signature
Page Follows)
IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above
indicated.
|
POET
Technologies Inc. |
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By: |
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|
Name: |
|
|
Title: |
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NOTICE
OF EXERCISE
To: |
POET
Technologies Inc. |
(1)
The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only
if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
(2)
Payment shall take the form of (check applicable box):
[ ]
in lawful money of the United States; or
[ ]
if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in
subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless
exercise procedure set forth in subsection 2(c).
(3)
Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:
|
_______________________________ |
|
The
Warrant Shares shall be delivered to the following DWAC Account Number:
|
_______________________________ |
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_______________________________ |
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_______________________________ |
|
[SIGNATURE
OF HOLDER]
Name
of Investing Entity: ________________________________________________________________________
Signature
of Authorized Signatory of Investing Entity: _________________________________________________
Name
of Authorized Signatory: ___________________________________________________________________
Title
of Authorized Signatory: ____________________________________________________________________
Date:
________________________________________________________________________________________
ASSIGNMENT
FORM
(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)
FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to
Name: |
|
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(Please
Print) |
Address: |
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(Please
Print) |
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Phone
Number: |
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Email
Address: |
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Dated:
_______________ __, ______ |
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Holder’s
Signature:__________________________ |
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Holder’s
Address: ___________________________ |
|
|
Exhibit
5.1
July
19, 2024
POET
Technologies Inc.
120
Eglinton Avenue East, Suite 1107
Toronto,
ON M4P 1E2
Re: |
POET
Technologies Inc. – Prospectus Offering of Common Shares and Warrants |
We
have acted as Ontario counsel to POET Technologies Inc. (the “Corporation”) in connection with the registration of
3,333,334 of the Corporation’s common shares, without par value (the “Shares”) and 3,333,334 common share purchase
warrants (the “Warrants”) with a combined purchase price of US$3.00 for one Share and accompanying Warrant in respect
of one Common Share for an aggregate offering price of US$10,000,002 pursuant to a Registration Statement on Form F-3 (File No. 333-273853)
(the “Registration Statement”) filed on August 9, 2023 with the U.S. Securities and Exchange Commission (the “Commission”)
under the United States Securities Act of 1933, as amended (the “Act”), and declared effective on August 18, 2023,
the base prospectus included in the Registration Statement (the “Base Prospectus”), and a prospectus supplement to
the Base Prospectus, dated July 19, 2024 (the “Prospectus Supplement,” and, together with the Base Prospectus and
the information incorporated by reference in the Base Prospectus and the Prospectus Supplement, the “Prospectus”)
relating to the Shares and the Warrants, filed with the Commission pursuant to Rule 424(b) under the Act. The Shares and the Warrants
are to be sold to a single strategic investor (the “Investor”) pursuant to a securities purchase agreement, dated
July 19, 2024, between the Corporation and the Investor (the “Securities Purchase Agreement”). Each Warrant shall
entitle the holder thereof to acquire one common share of the Corporation (each, a “Warrant Share”) for an exercise
price of US$4.00 per Warrant Share thereunder for five (5) years from the date of issuance of such Warrant.
We
have examined originals or copies, certified or otherwise to our satisfaction, of such documents and considered such questions of law
as we considered necessary as a basis for our opinion, including the Registration Statement, the Prospectus, the Securities Purchase
Agreement, the constating documents of the Corporation and resolutions of the board of directors of the Corporation approving, among
other things: (i) the filing of the Registration Statement and the Prospectus, (ii) the execution and delivery of, and performance of
the Corporation’s obligations under, the Securities Purchase Agreement, and (iii) the issuance of the Shares, the Warrants and
the Warrant Shares. In all such examinations, we have assumed (i) the genuineness of all signatures, the legal capacity of all individuals
signing any documents, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents
of all documents submitted to us as copies, whether facsimile, photostatic, electronic, certified or otherwise, and (ii) the truthfulness
of all facts set forth in the public records and in certificates of public officials. As to facts relevant to the opinions expressed
herein, we have relied without independent investigation or verification upon, and assumed the accuracy and completeness of, certificates,
letters and oral and written statements and representations of public officials and officers and other representatives of the Corporation.
Where our opinion below refers to the Shares as being “fully-paid and non-assessable”, such opinion assumes that all required
consideration (in whatever form) has been or will be paid or provided. No opinion is expressed as to the adequacy of any consideration
received.
Our
opinion herein is limited to the laws of the Province of Ontario and the federal laws of Canada applicable therein now in effect.
Based
on and subject to the foregoing assumptions and qualifications, we are of the opinion that (i) the Shares, when sold and issued in accordance
with the Registration Statement, the Prospectus and the Securities Purchase Agreement, will be validly authorized and issued, fully paid
and non-assessable, (ii) the Warrants when sold and issued in accordance with the Registration Statement, the Prospectus and the Securities
Purchase Agreement, will be validly authorized, created and issued, and (iii) upon exercise of the Warrants in accordance with the terms
thereof, which exercise will include the payment or delivery of the required exercise price thereunder, the Warrant Shares, if any, will
be validly authorized and issued, fully paid and non-assessable.
We
hereby consent to the filing of this opinion as an exhibit to a report on Form 6-K and to the use of our name in the Registration Statement
and the Prospectus. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required
under the Act or the rules and regulations promulgated thereunder. We hereby further consent to Katten Muchin Rosenman LLP, as United
States counsel to the Corporation, relying on this opinion in connection with the delivery of their opinion with respect to the Warrants
that are offered pursuant to the Securities Purchase Agreement and under the Registration Statement, including the Prospectus. The opinions
expressed herein are given as at the date hereof and are based upon, and subject to, legislation and regulations in effect as of the
date hereof. We specifically disclaim any obligation, and make no undertaking to supplement our opinions herein, as changes in the law
occur and facts come to our attention that could affect such opinions, or otherwise advise any person of any change in law or fact which
may come to our attention after the date hereof.
Yours
truly, |
|
|
|
/s/
Bennett Jones LLP |
|
|
|
BENNETT
JONES LLP |
|
![](https://www.sec.gov/Archives/edgar/data/1437424/000149315224028542/ex5-1_001.jpg)
Exhibit
5.2
|
![](https://www.sec.gov/Archives/edgar/data/1437424/000149315224028542/ex5-2_001.jpg) |
|
|
|
525
W. Monroe Street
Chicago,
IL 60661-3693
+1.312.902.5200 tel
katten.com |
July
19, 2024
POET Technologies Inc.
Suite
1107
120
Eglinton Avenue East
Toronto,
Ontario, M4P 1E2, Canada
|
Re: |
POET Technologies Inc. |
|
|
Securities Registered
Under Registration Statement on Form F-3 |
Ladies
and Gentlemen:
We
have acted as special U.S. counsel to POET Technologies Inc., a corporation organized under the Business Corporations Act (Ontario) (the
“Company”), in connection with the preparation of a registration statement on Form F-3 (File No. 333-273853) (the
“Registration Statement”), including the base prospectus filed as part thereof (the “Base Prospectus”),
which was filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities
Act of 1933, as amended (the “Act”), and declared effective by the Commission on August 18, 2023, and a prospectus
supplement to the Base Prospectus, dated July 19, 2024 (the “Prospectus Supplement,” and, together with the Base Prospectus
and the documents incorporated by reference in the Base Prospectus and the Prospectus Supplement, the “Prospectus”),
which was filed with the Commission under the Act with respect to the sale by the Company of an aggregate of 3,333,334 common shares
of the Company, without par value (the “Common Shares”), and a warrant or warrants (the “Warrants”)
to purchase up to an aggregate of 3,333,334 Common Shares (the “Warrant Shares”), pursuant to the terms of a Purchase
Agreement, dated as of July 19, 2024 (the “Purchase Agreement”), by and between the Company and MMCAP International
Inc. SPC. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act
in respect of the Warrants.
In
connection with this opinion, we have relied as to matters of fact, without investigation, upon certificates of public officials and
officers of the Company. We have also relied, to the extent we have determined such reliance to be appropriate, without independent investigation
and with the permission of Bennett Jones LLP, on the opinion of Bennett Jones LLP of even date herewith, as Ontario counsel to the Company,
which will be filed as an exhibit to the report on Form 6-K referenced below. We have also examined originals or copies, certified or
otherwise identified to our satisfaction, of such instruments, documents and records as we have deemed relevant and necessary to examine
for the purpose of this opinion, including (i) the Registration Statement, (ii) the Prospectus, (iii) written consents and other records
of proceedings and actions of the Company’s board of directors relating to, as applicable, the Registration Statement, the Prospectus,
the Purchase Agreement and related matters, (iv) the Purchase Agreement, and (v) the form of common share purchase warrant attached as
Exhibit A to the Purchase Agreement.
![](https://www.sec.gov/Archives/edgar/data/1437424/000149315224028542/ex5-2_001.jpg)
POET Technologies Inc.
Page 2
In
connection with this opinion, we have assumed, without independent investigation and at all applicable times, the legal capacity of all
natural persons, the accuracy and completeness of all documents and records that we have reviewed, the genuineness of all signatures,
the due authority of the parties signing such documents, the authenticity of the documents submitted to us as originals and the conformity
to authentic original documents of all documents submitted to us as certified, conformed or reproduced copies. We have assumed that the
Company is, and at all times will be, duly organized and in good standing under the laws of Ontario and has or will have the corporate
power and authority to enter into, to deliver, and to perform its obligations under and, in respect of, the Warrants, and under and in
respect of all agreements and instruments under which any such Warrants shall be offered or issued. Further, we have assumed that the
Warrants will have been duly authorized and validly executed and delivered by the Company. With respect to documents executed or to be
executed by parties other than the Company, we have assumed that such other parties had or will have the power and authority, corporate
or other, to enter into and to perform all of their respective obligations thereunder and have also assumed the valid existence of such
other parties, the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such
documents and the validity and binding effect thereof on such other parties.
Our
opinions set forth below are subject to (i) the effects of bankruptcy, insolvency, reorganization, receivership, moratorium or other
laws affecting the rights and remedies of creditors generally (including, without limitation, the effect of statutory and other laws
regarding fraudulent conveyances, fraudulent transfers and preferential transfers), (ii) the exercise of judicial discretion and the
application of principles of equity, good faith, fair dealing, reasonableness, conscionability and materiality (regardless of whether
the enforceability of the Warrants, to the extent applicable, is considered in a proceeding at law or in equity), (iii) the possible
unenforceability of indemnity, exculpation and contribution provisions, (iv) the effect and possible unenforceability of choice of law
provisions, (v) the possible unenforceability of provisions purporting to waive rights or defenses where such waiver is against public
policy, (vi) the possible unenforceability of provisions purporting to exonerate any party for negligence or malfeasance, or to negate
any remedy of any party for fraud, (vii) the possible unenforceability of forum selection clauses, (viii) the possible unenforceability
of provisions permitting modification of an agreement only in writing, and (ix) the possible unenforceability of provisions purporting
to allow action without regard to mitigation of damages.
On
the basis of the foregoing and the other matters set forth herein, we hereby are of the opinion that the Warrants, when issued and delivered
against payment of consideration as contemplated therein, in accordance with the Purchase Agreement and in the manner described in the
Prospectus Supplement, will constitute binding obligations of the Company, in accordance with their terms.
Our
opinions expressed above are subject to all of the limitations and qualifications contained herein. Our opinions expressed above are
limited to the laws of the State of New York, and we do not express any opinion herein concerning any other law. We express no opinion
herein concerning any Common Shares or Warrant Shares, the authorization, delivery and issuance of which will be governed by Canadian
law or the laws of a province thereof. This opinion is given as of the date hereof, and we assume no obligation to advise you of changes
that may thereafter occur or be brought to our attention.
We
hereby consent to the filing of this opinion with the Commission as an exhibit to a report on Form 6-K of the Company. We also consent
to the reference to our firm under the caption “Legal Matters” in the Prospectus, which constitutes a part of the Registration
Statement. In giving this consent, we do not thereby admit that we are experts within the meaning of Section 11 of the Act or included
in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
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Very
truly yours, |
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/s/
KATTEN MUCHIN ROSENMAN LLP |
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KATTEN
MUCHIN ROSENMAN LLP |
Exhibit
10.1
Execution
Version
SECURITIES
PURCHASE AGREEMENT
This
Securities Purchase Agreement (this “Agreement”) is dated as of July 19, 2024, between POET Technologies Inc., a company
existing under laws of the Province of Ontario, Canada (the “Company”), and the purchaser identified on the signature
pages hereto (“Purchaser”).
WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities
Act (as defined below), the Company desires to issue and sell to Purchaser, and Purchaser desires to purchase from the Company, securities
of the Company as more fully described in this Agreement.
NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt
and adequacy of which are hereby acknowledged, the Company and Purchaser agree as follows:
ARTICLE
I.
DEFINITIONS
1.1
Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms
have the meanings set forth in this Section 1.1:
“Action”
means any action, suit, inquiry, notice of violation, Proceeding or investigation before or by any court, arbitrator, governmental or
administrative agency or regulatory authority (federal, state, county, local or foreign).
“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person as such terms are used in and construed under Rule 405 under the Securities Act.
“Board
of Directors” means the board of directors of the Company.
“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized
or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”
or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally
are open for use by customers on such day.
“Closing”
means the closing of the purchase and sale of the Securities pursuant to Section 2.1.
“Closing
Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties
thereto, and all conditions precedent to (i) Purchaser’s obligations to pay the Subscription Amount and (ii) the Company’s
obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the first (1st)
Trading Day following the date hereof.
“Code”
means the Internal Revenue Code of 1986, as amended.
“Commission”
means the United States Securities and Exchange Commission.
“Common
Share Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Shares, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that
is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares.
“Common
Shares” means the common shares of the Company, no par value, and any other class of securities into which such securities
may hereafter be reclassified or changed.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.
“Katten”
means Katten Muchin Rosenman LLP, with offices located at 575 Madison Avenue, New York, New York 10022-2511.
“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
“Material
Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).
“OFAC”
means the Office of Foreign Assets Control of the U.S. Treasury Department.
(x)
“OSC Rule 72-503” means the Ontario Securities Commission Rule 72-503 – Distributions Outside Canada,
as such instrument is in effect as of the date of this Agreement.
“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition), whether commenced or threatened.
“Prospectus”
means the base prospectus contained in the Registration Statement at the first time that the Registration Statement became effective.
“Prospectus
Supplement” means the supplement to the Prospectus with respect to the Shares complying with Rule 424(b) of the Securities
Act that is filed with the Commission.
“Registration
Statement” means the effective registration statement with Commission File No. 333-273853 (including the documents and information
incorporated by reference therein or otherwise deemed to be part thereof), which registers $150,000,000 of securities of the Company.
“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).
“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.
“SEC
Reports” means all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities
Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the 12 months preceding the date hereof, including
the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement.
“Securities”
means the Shares, the Warrants and the Warrant Shares.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Shares”
means the 3,333,334 Common Shares issued or issuable to Purchaser pursuant to this Agreement (excluding the Warrant Shares).
“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be
deemed to include locating and/or borrowing Common Shares).
“Subscription
Amount” means $10,000,002 in United States dollars and in immediately available funds.
“Subsidiary”
means any subsidiary of the Company as set forth in the SEC Reports, and shall, where applicable, also include any direct or indirect
subsidiary of the Company formed or acquired after the date hereof.
“Trading
Day” means a day on which the principal Trading Market is open for trading.
“Trading
Market” means any of the following markets or exchanges on which the Common Shares are listed or quoted for trading on the
date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York
Stock Exchange, the Toronto Stock Exchange or the TSX Venture Exchange (or any successors to any of the foregoing).
“Transaction
Documents” means this Agreement, the Warrant, all exhibits and schedules thereto and hereto and any other documents or agreements
executed in connection with the transactions contemplated hereunder.
“Transfer
Agent” means Computershare Inc., a Delaware corporation, and its affiliate, Computershare Trust Company, N.A., a federally
chartered trust company, and any successor transfer agent of the Company.
“Warrant”
means the Warrant delivered to Purchaser at the Closing in accordance with Section 2.2(a) hereof, which Warrant shall be initially exercisable
for 3,333,334 Common Shares, have an initial exercise price of $4.00 per Warrant Share and have a term of exercise equal to five years,
in the form of Exhibit A attached hereto.
“Warrant
Shares” means the Common Shares issuable upon exercise of the Warrant.
ARTICLE
II.
PURCHASE
AND SALE
2.1
Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the
execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and Purchaser agrees to purchase, the Shares,
together with the Warrant, for the Subscription Amount. The Subscription Amount shall be made available for “Delivery Versus Payment”
settlement with the Company or its designee. The Company shall deliver to Purchaser the Shares and a Warrant as determined pursuant to
Section 2.2(a), and the Company and Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon
satisfaction or waiver of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Katten
or such other location as the parties shall mutually agree. Settlement of the Shares shall occur via “Delivery Versus Payment”
(“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in Purchaser’s name and address
and released by the Transfer Agent directly to the account identified by Purchaser, and payment therefor shall be made by Purchaser by
wire transfer to the Company).
2.2
Deliveries.
(a)
On or prior to the Closing Date (except as indicated below), the Company shall deliver or cause to be delivered to Purchaser the following:
(i)
this Agreement duly executed by the Company;
(ii)
the Company shall have provided Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief
Executive Officer or Chief Financial Officer;
(iii)
a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The
Depository Trust Company Deposit/Withdrawal at Custodian system (“DWAC”) Common Shares, registered in the name of
Purchaser or its prime broker;
(iv)
the Warrant registered in the name of Purchaser; and
(v)
the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act).
(b)
On or prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following:
(i)
this Agreement duly executed by Purchaser; and
(ii)
Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company
or its designee.
2.3
Closing Conditions.
(a)
The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met or waived:
(i)
the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse
Effect, in all respects) when made and on the Closing Date of the representations and warranties of Purchaser contained herein (unless
made as of a specific date therein, in which case they shall be accurate as of such date);
(ii)
all obligations, covenants and agreements of Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(iii)
the delivery by Purchaser of the items set forth in Section 2.2(b) of this Agreement;
(iv)
the issue and sale of the Common Shares and Warrant shall be exempt from the requirement to file a prospectus in Canada and the requirement
to deliver an offering memorandum under applicable Canadian securities legislation relating to the sale of such securities, or the Company
having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus
or deliver an offering memorandum in Canda; and
(v)
all necessary regulatory approvals, including the conditional approval of the TSX Venture Exchange shall have been obtained.
(b)
The obligations of Purchaser hereunder in connection with the Closing are subject to the following conditions being met or waived by
Purchaser listed on the signatures hereto as being obligated to purchase at least a majority in interest of the Shares to be issued hereunder:
(i)
the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse
Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless
made as of a specific date therein, in which case they shall be accurate as of such date);
(ii)
all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(iii)
the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;
(iv)
there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and
(v)
from the date hereof to the Closing Date, trading in the Common Shares shall not have been suspended by the Commission or the Company’s
principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall
not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such
service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities
nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such
magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of
Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.
ARTICLE
III.
REPRESENTATIONS
AND WARRANTIES
3.1
Representations and Warranties of the Company. Except as described in the SEC Reports, the Company hereby makes the following
representations and warranties to Purchaser:
(a)
Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth in the SEC Reports. The Company owns, directly
or indirectly, all of share capital or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and
outstanding share capital of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar
rights to subscribe for or purchase securities.
(b)
Organization and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized,
validly existing and in good standing (if applicable in such jurisdiction) under the laws of the jurisdiction of its incorporation or
organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently
conducted. Neither the Company nor any Subsidiary is in material violation or default of any of the provisions of its respective certificate
or articles of incorporation, memorandum and articles of association, bylaws or other organizational or charter documents. Each of the
Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in
each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where
the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a
material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the
results of operations, assets, business or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole,
or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations
under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been
instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority
or qualification.
(c)
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions
contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of
the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no
further action is required by the Company, the Board of Directors or the Company’s shareholders in connection herewith or therewith,
other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been
(or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will
constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as
limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable
law or public policy.
(d)
No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to
which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby
do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles
of incorporation, memorandum and articles of association, bylaws or other organizational or charter documents, or (ii) conflict with,
or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation
of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment,
anti-dilution or similar adjustments, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement,
credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the
Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii)
subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction,
decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal
and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected, except
in the case of each of clauses (ii) and (iii), such as would not have or reasonably be expected to result in a Material Adverse Effect.
(e)
Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any
notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filing
with the Commission of the Prospectus Supplement and a Current Report on Form 6-K, including the Transaction Documents as exhibits thereto,
and (ii) application(s) to each applicable Trading Market for the listing of the Shares and Warrant Shares for trading thereon in the
time and manner required thereby (collectively, the “Required Approvals”).
(f)
Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with
the applicable Transaction Document(s), will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed
by the Company. The Warrant Shares, when issued in accordance with the terms of the Warrant, will be validly issued fully paid and nonassessable,
free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized share capital the maximum number
of Common Shares issuable pursuant to this Agreement and the Warrant. The Company has prepared and filed the Registration Statement in
conformity with the requirements of the Securities Act, which became effective on August 18, 2023 (the “Effective Date”),
including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration
Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement
or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been
instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations
of the Commission, shall file the Prospectus Supplement with the Commission pursuant to Rule 424(b). At the time the Registration Statement
and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any
amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will
not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto, at the time the Prospectus
or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the
requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The Company was at the time of the filing of the Registration Statement eligible to use Form F-3, and The Company currently is eligible
to use Form F-3 under the Securities Act pursuant to General Instruction I.B.1 of Form F-3.
(g)
Capitalization. The Company has not issued any Common Shares or Common Share Equivalents since its most recently filed SEC Report,
other than pursuant to the exercise of employee share options under the Company’s equity incentive plans, the issuance of Common
Shares and Common Share Equivalents to officers, employees, directors and/or consultants pursuant to the Company’s employee share
purchase plans and pursuant to the Company’s equity incentive compensation plans (including upon conversion and/or exercise of
Common Stock Equivalents previously issued thereunder). No Person has any right of first refusal, preemptive right, right of participation,
or any similar right to participate in the transactions contemplated by the Transaction Documents. The issuance and sale of the Securities
will not obligate the Company or any Subsidiary to issue Common Shares or other securities to any Person (other than Purchaser). There
are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion,
exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. There are no
outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are
no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security
of the Company or such Subsidiary. All of the outstanding Common Shares of the Company are duly authorized, validly issued, fully paid
and nonassessable, has been issued in compliance with all applicable securities laws, and none of such outstanding shares was issued
in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization
of any shareholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no shareholders
agreements, voting agreements or other similar agreements with respect to the Company’s share capital to which the Company is a
party or, to the knowledge of the Company, between or among any of the Company’s shareholders.
(h)
Litigation. Except as set forth in the SEC Reports, there is no action, suit, inquiry, notice of violation, Proceeding or investigation
pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties
before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign)
(collectively, an “Action”).
(i)
Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiary to any
broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions
contemplated by the Transaction Documents. Purchaser shall have no obligation with respect to any fees or with respect to any claims
made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions
contemplated by the Transaction Documents.
(j)
Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities,
will not be required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as
amended.
(k)
Listing and Maintenance Requirements. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act, and the
Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the
Common Shares under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such
registration. The Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which the Common
Shares are or have been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements
of such Trading Market. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance
with all such listing and maintenance requirements. The Common Shares are currently eligible for electronic transfer through the Depository
Trust Company or another established clearing corporation.
(l)
Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director,
officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the
Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).
3.2
Representations and Warranties of Purchaser. Purchaser hereby represents and warrants as of the date hereof and as of the Closing
Date to the Company as follows (unless made as of a specific date therein, in which case they shall be accurate as of such date):
(a)
Organization; Authority. Purchaser is an entity duly incorporated or formed, validly existing and in good standing under the laws
of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power
and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its
obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by Purchaser of the transactions
contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company
or similar action, as applicable, on the part of Purchaser. Each Transaction Document to which it is a party has been duly executed by
Purchaser, and when delivered by Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation
of Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights
generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies
and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
(b)
Understandings or Arrangements. Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect
arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation
and warranty not limiting Purchaser’s right to sell the Securities in compliance with applicable federal and state securities laws).
Purchaser is acquiring the Securities hereunder in the ordinary course of its business.
(c)
Experience of Purchaser. Purchaser, either alone or together with its representatives, has such knowledge, sophistication and
experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in
the Securities, and has so evaluated the merits and risks of such investment. Purchaser is able to bear the economic risk of an investment
in the Securities and, at the present time, is able to afford a complete loss of such investment.
(d)
Access to Information. Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all
exhibits and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed
necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the
Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition,
results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the
opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that
is necessary to make an informed investment decision with respect to the investment.
(e)
Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, Purchaser has not,
nor has any Person acting on behalf of or pursuant to any understanding with Purchaser, directly or indirectly executed any purchases
or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that Purchaser first received
a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material pricing terms
of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Other than to other Persons party to
this Agreement or to Purchaser’s representatives, including, without limitation, its officers, directors, partners, legal and other
advisors, employees, agents and Affiliates, Purchaser has maintained the confidentiality of all disclosures made to it in connection
with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for the avoidance of doubt,
nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing
shares in order to effect Short Sales or similar transactions in the future.
(f)
Reliance on OSC Rule 72-503. Purchaser and, if applicable, any Person acting on behalf of or pursuant to any understanding with
Purchaser, is not a resident of any province or territory of Canada and Purchaser acknowledges and confirms that:
|
i. |
the
Company is relying on OSC Rule 72-503 to issue the Common Shares and Warrant to Purchaser in accordance with this Agreement; |
|
|
|
|
ii. |
Purchaser
has made the investment decision to purchase the Common Shares and Warrant in a jurisdiction outside of Canada, and the issuance
and purchase thereof will comply with the requirements of the applicable securities laws of such jurisdiction; |
|
iii. |
Purchaser
is not purchasing the Common Shares and Warrant in a transaction or series of transactions that is a part of a plan or scheme to
avoid the prospectus requirements of applicable Canadian securities laws in connection with a distribution to a person or company
in Canada; and |
|
|
|
|
iv. |
all
directors, officers, managers, or persons responsible for the control and direction of Purchaser, including all persons responsible
for making investment decisions relating to the Shares and Warrant purchased pursuant to this Agreement are located in, and have
their principal place of business located in, a jurisdiction outside of Canada. |
(g)
Residency. Purchaser’s residence (if an individual) or offices in which its investment decision with respect to the Securities
was made (if an entity) are located at the address immediately below the Purchaser’s name on its signature page hereto.
(h)
Foreign Purchasers. If Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), Purchaser hereby
represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to
subscribe for the Securities or any use of this Agreement, including (a) the legal requirements within its jurisdiction for the purchase
of the Securities, (b) any foreign exchange restrictions applicable to such purchase or acquisition, (c) any government or other consents
that may need to be obtained, and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding,
redemption, sale or transfer of the Securities. Purchaser’s subscription and payment for and continued beneficial ownership of
the Securities will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.
The
Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect Purchaser’s
right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties
contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement
or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained
herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order
to effect Short Sales or similar transactions in the future.
ARTICLE
IV.
OTHER
AGREEMENTS OF THE PARTIES
4.1
No Legends. The Common Shares and the Warrant shall be issued free of any restrictive legends, and except as otherwise provided
in the Warrant, the Warrant Shares shall be issued free of any restrictive legends in the United States.
4.2
Use of Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes
and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade payables
in the ordinary course of the Company’s business and prior practices), (b) for the redemption of any Common Shares or Common Share
Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA or OFAC regulations.
4.3
Reservation of Common Shares. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep
available at all times, free of preemptive rights, a sufficient number of Common Shares for the purpose of enabling the Company to issue
Common Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrant.
4.4
Listing of Common Shares. The Company shall apply to list or quote all of the Shares and Warrant Shares on the principal Trading
Market for the Common Shares and promptly secure the listing of all of the Shares and Warrant Shares on such Trading Markets. The Company
further agrees, if the Company applies to have the Common Shares traded on any other Trading Market, it will then include in such application
all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to
be listed or quoted on such other Trading Market as promptly as reasonably possible. The Company agrees to maintain the eligibility of
the Common Shares for electronic transfer through the Depository Trust Company or another established clearing corporation, including,
without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection
with such electronic transfer.
4.5
Certain Transactions and Confidentiality. Purchaser covenants that neither it nor any Affiliate acting on its behalf or pursuant
to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during
the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement
are first publicly announced pursuant to the initial press release. Purchaser covenants that until such time as the transactions contemplated
by this Agreement are publicly disclosed by the Company pursuant to the initial press release, Purchaser will maintain the confidentiality
of the existence and terms of this transaction.
ARTICLE
V.
MISCELLANEOUS
5.1
Termination. This Agreement may be terminated by Purchaser by written notice to the Company, if the Closing has not been consummated
on or before the fifth (5th) Trading Day following the date hereof; provided, however, that no such termination
will affect the right of any party to sue for any breach by any other party (or parties).
5.2
Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and
expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the
negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including,
without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice
delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to Purchaser.
5.3
Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, the Prospectus and the Prospectus
Supplement, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior
agreements, understandings, representations and warranties, oral or written, with respect to such matters, which the parties acknowledge
have been merged into such documents, exhibits and schedules.
5.4
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in
writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is
delivered via email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New
York City time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered
via email attachment at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later
than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if
sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required
to be given, in each case to the Party to be notified at the following address:
To
the Company:
POET
Technologies Inc.
120
Eglinton Avenue East, Suite 1107
Toronto,
Ontario M4P 1E2
Attn:
Suresh Venkatesan
Email:
svv@poet-technologies.com
with
a copy to (which shall not constitute notice):
|
Katten
Muchin Rosenman LLP |
|
525
W. Monroe Street |
|
Chicago,
IL 60661 |
|
Attn:
|
Mark
D. Wood |
|
|
Elizabeth
C. McNichol |
|
Email:
|
mark.wood@katten.com |
|
|
Elizabeth.mcnichol@katten.com |
|
|
|
|
Bennett
Jones LLP |
|
3400
One First Canadian Place, 100 King Street West
Toronto,
Ontario M5X 1A4 |
|
Attn: |
James
Clare |
|
|
Christopher
Doucet |
|
Email: |
clarej@bennetjones.com |
|
|
doucetc@bennettjones.com |
To
Purchaser:
MMCAP
International Inc. SPC
94
Solaris Avenue Camana Bay, P.O. Box 1348 Grand
Cayman
KY1-1108 Cayman Islands
Attention:
Hillel Meltz
Email:
hmeltz@mmcap.ky
5.5
Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument
signed, in the case of an amendment, by the Company and Purchaser. No waiver of any default with respect to any provision, condition
or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver
of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder
in any manner impair the exercise of any such right.
5.6
Headings; Rules of Construction. The headings herein are for convenience only, do not constitute a part of this Agreement and
shall not be deemed to limit or affect any of the provisions hereof.
5.7
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and
permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent
of Purchaser (other than by merger). Purchaser may not, prior to the Closing, assign this Agreement or any rights or obligations hereunder
without the prior written consent of the Company. Following the Closing, Purchaser may assign its rights under this Agreement to any
Person to whom Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect
to the transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchaser.”
5.8
No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.
5.9
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents,
and all other matters relating to the Transaction Documents, shall be governed by and construed and enforced in accordance with the internal
laws of the state of New York, without regard to the principles of conflicts of law thereof that would result in the application of the
laws of any other jurisdiction. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense
of the transactions contemplated by the Transaction Documents, and any other Proceedings arising thereunder or in connection with the
transactions contemplated thereby (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders,
partners, members, employees or agents), shall be commenced exclusively in the state and federal courts sitting in the city of New York.
Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the city of New York,
Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and
agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court,
that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this
Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.
5.10
Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.
5.11
Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one
and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party,
it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery
of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such “.pdf” signature page were an original thereof.
5.12
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall
remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would
have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.
5.13
Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed,
the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),
or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to
the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also
pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.
5.14
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business
Day.
5.15
Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise
the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against
the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each
and every reference to share prices and Common Shares in any Transaction Document shall be subject to adjustment for reverse and forward
share sub-divisions, share capitalizations, share consolidations and other similar transactions of the Common Shares that occur after
the date of this Agreement. Unless otherwise indicated or the context otherwise requires, (i) all references to Sections, Schedules or
Exhibits are to Sections, Schedules, Appendices or Exhibits contained in or attached to this Agreement, (b) words in the singular or
plural include the singular and plural and pronouns stated in either the masculine, the feminine or neuter gender shall include the masculine,
feminine and neuter, (c) the words “hereof,” “herein” and words of similar effect shall reference this Agreement
in its entirety, and (d) the use of the word “including” in this Agreement shall be by way of example rather than limitation.
5.16
WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY,
THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.
(Signature
Pages Follow)
IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.
POET
TECHNOLOGIES INC. |
|
|
|
|
By: |
/s/
Thomas R. Mika |
|
Name: |
Thomas
R. Mika |
|
Title: |
Chief
Financial Officer |
|
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE
PAGE FOR PURCHASER FOLLOWS]
[PURCHASER
SIGNATURE PAGE TO POET SECURITIES PURCHASE AGREEMENT]
IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.
Name
of Purchaser: MMCAP International Inc. SPC
Signature
of Authorized Signatory of Purchaser: /s/ Hillel Meltz
Name
of Authorized Signatory: Hilel Meltz
Title
of Authorized Signatory: President MM Asset Management Inc. Investment Advisor to MMCAP International Inc. SPC
Email
Address of Authorized Signatory: hillel@mmcap.ky
Address
for Notice to Purchaser:
Mourant
Governance Service (Cayman) Ltd
94
Solaris Ave Camana Bay Box 1348 Grand Cayman
Cayman
Islands Ky1-1108
Address
for Delivery of Securities to Purchaser (if not same as address for notice):
Subscription
Amount: $10,000,002
Shares:
3,333,334
Warrant
Shares: 3,333,334
EIN
Number: ____________________
☒
Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to
purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the
Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii)
the Closing shall occur on the first (1st) Trading Day following the date of this Agreement and (iii) any condition to Closing
contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed
of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead
be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate
or the like or purchase price (as applicable) to such other party on the Closing Date.
Exhibit
99.1
![](https://www.sec.gov/Archives/edgar/data/1437424/000149315224028542/ex99-1_001.jpg)
POET
TECHNOLOGIES ANNOUNCES US$10 MILLION REGISTERED DIRECT OFFERING
Toronto,
Ontario, July 19, 2024 – 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, is pleased to announce that it has completed a registered
direct offering with a single institutional investor pursuant to which the Corporation issued 3,333,334 common shares (the “Common
Shares”) and warrants exercisable to acquire 3,333,334 Common Shares (the “Warrants”) for aggregate gross
proceeds of US$10,000,002 (the “Offering”). The combined price of one Common Share and accompanying Warrant in respect
of one Common Share was US$3.00 (or approximately C$4.09). Each Warrant is exercisable to acquire one Common Share at an exercise price
of US$4.00 (or approximately C$5.45) per Common Share for a period of five years from the date of issuance.
POET
is currently experiencing strong demand for its proprietary optical engine technology that powers 800G and 1.6T speed optical modules
for AI processing clusters and light sources for advanced chip-to-chip light-based data communications and high-speed computing. The
Corporation intends to use the net proceeds of the Offering for working capital and general corporate purposes. No commission or finder’s
fee was paid by the Corporation and no underwriter or sales agent was engaged by the Corporation in connection with the Offering.
This
Offering is being made pursuant to an effective shelf registration statement on Form F-3 (File No. 333-273853) previously filed with
the U.S. Securities and Exchange Commission (the “SEC”) on August 9, 2023, and declared effective on August 18, 2023.
A prospectus supplement and accompanying prospectus describing the terms of the proposed offering was filed with the SEC on July 19,
2024, and is available on the SEC’s website located at www.sec.gov. All Common Shares and Warrants issued under the Offering were
distributed to a purchaser located outside of Canada in reliance on OSC Rule 72-503 – Distributions Outside of Canada and,
accordingly, all Common Shares and Warrants issued under the Offering are not subject to a Canadian statutory hold period in accordance
with applicable Canadian securities laws. The Offering remains subject to the final acceptance of the TSX Venture Exchange (the “Exchange”).
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.
![](https://www.sec.gov/Archives/edgar/data/1437424/000149315224028542/ex99-1_002.jpg)
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-technologies.com |
|
Company
Contact:
Thomas R. Mika, EVP & CFO
tm@poet-technologies.com |
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 its products, the scalability of the POET Optical Interposer and the success of
the Corporation’s products, 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.
120
Eglinton Avenue, East, Suite 1107, Toronto, ON, M4P 1E2- Tel: 416-368-9411 - Fax: 416-322-5075
![](https://www.sec.gov/Archives/edgar/data/1437424/000149315224028542/ex99-1_002.jpg)
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