POET Technologies Inc. (the "Company") (TSXV: PTK; NASDAQ: POET) is
pleased to announce that it has entered into an equity distribution
agreement dated September 1, 2023 (the "Equity Distribution
Agreement") with Craig-Hallum Capital Group LLC as sales agent
(“Craig-Hallum” or the “Agent”), pursuant to which the Company has
resumed its "at-the-market" equity offering program (the "ATM
Program") in the United States. Pursuant to the ATM Program, the
Company may, at its discretion and from time-to-time during the
term of the Equity Distribution Agreement, issue and sell, through
the Agent, such number of common shares of the Company as would
result in aggregate gross proceeds to the Company of up to US$30
million. Sales of the Company’s common shares, if any, through the
Agent will be made through "at-the-market" issuances, including,
without limitation, sales made directly on the Nasdaq Stock Market
in the United States. The Equity Distribution Agreement will
terminate upon the issuance and sale of all of the common shares
under the ATM Program, unless terminated earlier, with notice, by
the Company or the Agent at any time.
The offer and sale of the common shares under
the ATM Program will be made by means of a prospectus supplement
dated September 1, 2023 to the Company’s base shelf prospectus
dated August 18, 2023 (collectively, the "Prospectus") included in
the U.S. registration statement on Form F-3 (the "Registration
Statement"), which Registration Statement was declared effective by
the United States Securities and Exchange Commission on August 18,
2023. The ATM Program continues the Company's relationship with
Craig-Hallum as Agent and succeeds the Company's prior
"at-the-market" equity sales program established on June 29, 2023
in Canada and the United States. The prior program was suspended on
August 5, 2023 upon the expiry of the Company’s previous Canadian
short form base shelf prospectus dated June 30, 2021 and a related
U.S. registration statement on Form F-10, which included the base
shelf prospectus, and the applicable equity distribution agreement
pertaining to the prior program has been terminated.
The Company intends to use the net proceeds from
the ATM Program, if any, for general working capital purposes
related to research and development of its optical engines for
transceivers and light source modules for the AI market, capital
asset purchases and selling, general and administrative expenses.
Since the common shares will be distributed at market prices
prevailing at the time of the sale, prices may vary between
purchasers and during the period of distribution. The volume and
timing of sales, if any, will be determined at the sole discretion
of the Company’s management and in accordance with the terms of the
Equity Distribution Agreement.
Prospective investors should read in the
Registration Statement and the Prospectus and the documents
incorporated by reference therein for more complete information
about the Company and the ATM Program, including the proposed use
of proceeds thereof, before making any investment decisions. The
Prospectus will be available on SEDAR at www.sedar.com, and the
Registration Statement and the Prospectus can be found on EDGAR at
www.sec.gov. Copies of the Prospectus may also be obtained by
contacting Craig-Hallum Capital Group LLC, Attention: Equity
Capital Markets, 222 South 9th Street, Suite 350, Minneapolis,
Minnesota 55402, by telephone at (612) 334-6300, or by email at
prospectus@chlm.com.
This news release does not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be
any sale of these common shares in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification, or an exemption from registration or
qualification, under the securities laws of any such
jurisdiction.
About POET Technologies Inc.
POET Technologies is a design and development company offering
integration solutions based on the POET Optical Interposer™ a novel
platform that allows the seamless integration of electronic and
photonic devices into a single chip using advanced wafer-level
semiconductor manufacturing techniques and packaging methods.
POET’s Optical Interposer eliminates costly components and
labor-intensive assembly, alignment, and testing methods employed
in conventional photonics. The cost-efficient integration scheme
and scalability of the POET Optical Interposer brings value to any
device or system that integrates electronics and photonics,
including some of the highest growth areas of computing, such as
Artificial Intelligence (AI), the Internet of Things (IoT),
autonomous vehicles and high-speed networking for cloud service
providers and data centers. POET is headquartered in Toronto, with
operations in Allentown, PA, Shenzhen, China and Singapore. More
information may be obtained at www.poet-technologies.com.
Forward-Looking StatementsThis
press 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 an outlook. Such
information and statements include the Company’s anticipated use of
the net proceeds of the ATM Program (if any).
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, the
Company's ability to complete the offering in the manner described,
or at all, the receipt of all required regulatory approvals with
respect to the offering, management’s expectations regarding the
success of the Company’s announced products, the timing of
completion of its development efforts, the successful
implementation of its optical engine or light source products, the
success of its customer’s products, the capabilities of its
operations, including its joint venture, the Company’s ability to
correctly gauge market needs and to produce products in the
required amounts and on a timely basis. Actual results could differ
materially due to a number of factors, including, without
limitation, delays or changes of plan with respect to the
securities offering described herein, including with respect to the
proceeds thereof, if any, termination of the offering in accordance
with its terms, the dilutive effects of the offering, market
conditions, the failure of the Company’s products to meet
performance requirements, the failure to produce products on a
timely basis or at all, the failure of the Company’s optical engine
or light source products to be incorporated into its customer’s
products, the failure of its customer’s products to achieve market
penetration, operational risks including the ability to attract key
personnel, and the Company’s ability to raise additional capital if
necessary. Although the Company believes that the expectations
reflected in the forward-looking information or statements are
reasonable, prospective investors in the Company’s securities
should not place undue reliance on forward-looking information and
statements because the Company can provide no assurance that such
expectations will prove to be correct. Forward-looking information
and statements contained in this press release are as of the date
of this press release and the Company assumes no obligation to
update or revise this forward-looking information and statements
except as required by law.
Contacts:
Media Relations Contact:Adrian
Brijbassiadrian.brijbassi@poet-technologies.com |
Company Contact:Thomas R. Mika, EVP &
CFOtm@poet-technologies.com |
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Neither 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 release.
120 Eglinton Avenue, East,
Suite 1107, Toronto, ON, M4P 1E2- Tel: 416-368-9411 - Fax:
416-322-5075
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