POET Technologies Inc. ("POET" or the "Company") (TSXV: PTK;
NASDAQ: POET) is pleased to announce that it has entered into an
equity distribution agreement dated June 29, 2023 (the
"
Equity Distribution Agreement") with Craig-Hallum
Capital Group LLC ("
Craig-Hallum") and Cormark
Securities Inc. (the "
Cormark", and together with
the Craig-Hallum, the "
Agents") as agents,
pursuant to which the Company has established an at-the-market
equity offering program (the "
ATM Program").
Pursuant to the ATM Program, the Company may, at
its discretion and from time-to-time during the term of the ATM
Agreement, issue and sell, through the Agents, such number of
common shares of the Company ("Common Shares") as
would result in aggregate gross proceeds to the Company of up to
US$30 million. Sales of Common Shares, if any, through the Agents
will be made through "at-the-market" issuances, including without
limitation, sales made directly on the Nasdaq Stock Market in the
United States and the TSX Venture Exchange in Canada at the market
price prevailing at the time of each sale. The Equity Distribution
Agreement will terminate upon the earlier of (i) June 29, 2024, and
(ii) the issuance and sale of all of the Common Shares under the
ATM Program, unless terminated earlier, with notice, by the Company
at any time and by an Agent as to itself at any time.
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 and 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.
The offer and sale of the Common Shares under
the ATM Program will be made by means of a prospectus supplement
dated June 29, 2023 (the "Prospectus Supplement")
to the Company’s existing short form base shelf prospectus dated
June 30, 2021 (the "Base Shelf Prospectus" and,
together with the Prospectus Supplement, the
"Prospectus") and U.S. registration statement on
Form F-10 (the "Registration Statement"), which
includes the Base Shelf Prospectus. The Registration Statement was
declared effective by the United States Securities and Exchange
Commission (the "SEC") on July 7, 2021. The
Prospectus Supplement has been filed with the applicable securities
regulatory authorities in each of the provinces and territories of
Canada and the SEC.
Prospective investors should read in its
entirety the Prospectus and the other documents incorporated by
reference therein for more complete information about the Company
and the offering, including the proposed use of proceeds of the
offering, before making any investment decision. Copies of the
Prospectus will be available on SEDAR at www.sedar.com, and a copy
of the Registration Statement, the Prospectus and the Prospectus
Supplement 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, 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:
Investor Relations
Contact:Shelton GroupBrett L.
Perrysheltonir@sheltongroup.com |
Media Relations
Contact:Shelton GroupTyler
Weilandtweiland@sheltongroup.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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