Core Points - POET Technologies Inc. has completed a non-brokered private placement with a strategic investor, issuing 6,000,000 common shares and one common share purchase warrant, raising aggregate gross proceeds of US$30,000,000 [1][2] - The offering price for one common share and the warrant was set at US$5.00, with the warrant exercisable until May 22, 2030, at an exercise price of C$8.32 per share [1] - The net proceeds from the offering will be utilized for working capital and general corporate purposes [2] Company Overview - POET Technologies specializes in designing and developing high-speed optical engines, light source products, and custom optical modules for the artificial intelligence systems market and hyperscale data centers [5] - The company's products are based on the POET Optical Interposer™, which integrates electronic and photonic devices into a single chip, offering lower costs, reduced power consumption, and scalability for high production volumes [5] - POET's offerings include optical engines and modules for AI clusters and hyperscale data centers, as well as novel light source products aimed at improving chip-to-chip data communication [5]

Core Viewpoint - POET Technologies Inc. is amending its previously announced non-brokered public offering to increase the offering size to US$30 million in response to significant interest from a strategic investor [1][3] Group 1: Offering Details - The revised offering will consist of 6,000,000 common shares and one common share purchase warrant, which is exercisable for an additional 6,000,000 common shares at a price of C$8.32 per share for five years [2] - The combined price for one common share and the warrant will be US$5.00 [2] - The offering is expected to be completed around May 22, 2025 [3] Group 2: Use of Proceeds - The net proceeds from the offering will be utilized for working capital and general corporate purposes [3] Group 3: Regulatory and Distribution Information - All common shares and warrants issued will be distributed outside of Canada, not subject to a Canadian statutory hold period [4] - The offering is subject to final acceptance by the TSX Venture Exchange [4] Group 4: Company Overview - POET Technologies Inc. specializes in high-speed optical engines, light source products, and custom optical modules for the AI systems market and hyperscale data centers [6] - The company’s products are based on the POET Optical Interposer™, which integrates electronic and photonic devices into a single chip, offering lower costs, reduced power consumption, and scalability [6] - POET is headquartered in Toronto, Canada, with operations in Singapore, Penang, Malaysia, and Shenzhen, China [6]

[Condensed Interim Consolidated Financial Statements](index=1&type=section&id=Condensed%20Interim%20Consolidated%20Financial%20Statements) [Condensed Interim Consolidated Statements of Financial Position](index=2&type=section&id=Condensed%20Interim%20Consolidated%20Statements%20of%20Financial%20Position) As of March 31, 2025, total assets decreased to $64.9M, liabilities reduced to $32.4M, and equity increased to $32.5M Financial Position Summary (as of March 31, 2025 vs. December 31, 2024) | Account | March 31, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | **Total Assets** | **$64,873,410** | **$69,652,449** | **($4,779,039)** | | Cash and cash equivalents | $15,900,425 | $37,143,759 | ($21,243,334) | | Short-term investments | $32,741,545 | $16,672,811 | $16,068,734 | | **Total Liabilities** | **$32,417,199** | **$48,963,562** | **($16,546,363)** | | Derivative warrant liability | $20,342,530 | $35,750,607 | ($15,408,077) | | **Total Shareholders' Equity** | **$32,456,211** | **$20,688,887** | **$11,767,324** | [Condensed Interim Consolidated Statements of Operations and Deficit](index=3&type=section&id=Condensed%20Interim%20Consolidated%20Statements%20of%20Operations%20and%20Deficit) Q1 2025 net income of $6.34M, a turnaround from a $5.72M loss, was driven by a $15.38M non-cash gain Statement of Operations Summary (Three Months Ended March 31) | Metric | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Revenue | $166,760 | $8,710 | +1814.6% | | Operating Expenses | $9,703,169 | $5,127,869 | +89.2% | | Operating Loss | ($9,536,409) | ($5,119,159) | +86.3% | | Fair value adjustment to derivative warrant liability | $15,382,971 | ($629,824) | Favorable | | **Net Income (Loss)** | **$6,341,558** | **($5,716,178)** | **Favorable** | | **Basic EPS** | **$0.08** | **($0.12)** | **Favorable** | [Condensed Interim Consolidated Statements of Comprehensive Loss](index=3&type=section&id=Condensed%20Interim%20Consolidated%20Statements%20of%20Comprehensive%20Loss) The company reported a comprehensive income of $6.51M for Q1 2025, a significant improvement from a $5.80M loss in Q1 2024 Comprehensive Income (Loss) Summary (Three Months Ended March 31) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Net income (loss) | $6,341,558 | ($5,716,178) | | Exchange differences on translating foreign operations | $164,831 | ($81,932) | | **Comprehensive income (loss)** | **$6,506,389** | **($5,798,110)** | [Condensed Interim Consolidated Statements of Changes in Shareholders' Equity](index=4&type=section&id=Condensed%20Interim%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders%27%20Equity) Total shareholders' equity increased to $32.46M by March 31, 2025, driven by Q1 net income and warrant/option exercises - Shareholders' equity grew from a beginning balance of **$223.7M** to **$230.4M** in Q1 2025, mainly due to **$4.2M** from warrant exercises and **$0.16M** from stock option exercises[5](index=5&type=chunk) - Total shareholders' equity at the end of Q1 2025 was **$32,456,211**, a significant increase from **$5,356,063** at the end of Q1 2024[5](index=5&type=chunk) [Condensed Interim Consolidated Statements of Cash Flows](index=5&type=section&id=Condensed%20Interim%20Consolidated%20Statements%20of%20Cash%20Flows) Cash and equivalents decreased by $21.2M to $15.9M in Q1 2025, primarily from operating and investing outflows Cash Flow Summary (Three Months Ended March 31) | Activity | 2025 | 2024 | | :--- | :--- | :--- | | Cash flows used in operating activities | ($8,979,502) | ($4,604,882) | | Cash flows used in investing activities | ($16,618,741) | ($102,415) | | Cash flows from financing activities | $4,317,396 | $5,172,347 | | **Net Change in Cash and Cash Equivalents** | **($21,243,334)** | **$414,788** | | **Cash and Cash Equivalents, end of period** | **$15,900,425** | **$3,433,857** | - The significant cash used in investing activities was due to a **$16.1 million** purchase of short-term investments[7](index=7&type=chunk) [Notes to Condensed Interim Consolidated Financial Statements](index=6&type=section&id=Notes%20to%20Condensed%20Interim%20Consolidated%20Financial%20Statements) [Note 1: Nature of Operations](index=6&type=section&id=1.%20NATURE%20OF%20OPERATIONS) POET Technologies designs optical interposers and photonic integrated circuits for data center and telecom markets - The company's core business is the design and development of optical interposers and photonic integrated circuits for data center and telecom markets[9](index=9&type=chunk) - The company's shares are listed on the Nasdaq (**POET**) and the TSX Venture Exchange (**PTK**)[9](index=9&type=chunk) [Note 2: Summary of Material Accounting Policy Information](index=6&type=section&id=2.%20SUMMARY%20OF%20MATERIAL%20ACCOUNTING%20POLICY%20INFORMATION) Financial statements follow IFRS, with critical estimates for share-based compensation and derivative warrant liability - The financial statements are prepared in accordance with IFRS applicable to a going concern[10](index=10&type=chunk)[11](index=11&type=chunk) - Critical accounting estimates include the valuation of share-based compensation and derivative warrant liability using the Black-Scholes Option Pricing Model[18](index=18&type=chunk) Classification of Financial Instruments | Financial Instrument | Classification | | :--- | :--- | | Cash and cash equivalents | Amortized cost | | Short-term investments | Amortized cost | | Accounts receivable | Amortized cost | | Convertible debt | Amortized cost | | Derivative warrant liability | Fair value through profit and loss (FVTPL) | [Note 3: Revenue](index=12&type=section&id=3.%20REVENUE) Revenue from NRE services and product sales dramatically increased to $166,760 in Q1 2025 from $8,710 in Q1 2024 Revenue Comparison (Three Months Ended March 31) | Revenue Source | 2025 | 2024 | | :--- | :--- | :--- | | NRE services and product sales | $166,760 | $8,710 | [Note 5: Acquisition](index=13&type=section&id=5.%20ACQUISITION) Acquired remaining 24.8% of SPX for $6.5M convertible debt, resulting in a $6.85M loss on acquisition - Acquired the remaining **24.8%** of SPX from Sanan IC for **$6.5M** in convertible debt[49](index=49&type=chunk) - The convertible debt is interest-free and payable in installments through October 2029. Sanan IC has the right to convert unpaid amounts into common stock[49](index=49&type=chunk) - The transaction was determined to be an asset acquisition, not a business combination under IFRS 3[50](index=50&type=chunk) [Note 11: Share Capital](index=18&type=section&id=11.%20SHARE%20CAPITAL) As of March 31, 2025, common shares increased to 78,074,707 due to $4.35M from stock option and warrant exercises Share Capital Continuity (Q1 2025) | Item | Number of Shares | Amount | | :--- | :--- | :--- | | Balance, Dec 31, 2024 | 76,507,157 | $223,742,335 | | Exercise of stock options | 127,250 | $542,569 | | Exercise of warrants | 1,440,300 | $6,078,225 | | **Balance, Mar 31, 2025** | **78,074,707** | **$230,363,129** | [Note 13: Stock Options and Contributed Surplus](index=21&type=section&id=13.%20STOCK%20OPTIONS%20AND%20CONTRIBUTED%20SURPLUS) As of March 31, 2025, 9.41M stock options were outstanding at $1.52 average exercise price, with $841,793 Q1 compensation expense Stock Option Activity (Q1 2025) | Item | Number of Options | Weighted Avg. Exercise Price | | :--- | :--- | :--- | | Balance, Dec 31, 2024 | 9,562,224 | $1.47 | | Expired/cancelled | (179,393) | $1.29 | | Exercised | (127,250) | $1.29 | | Granted | 155,000 | $3.69 | | **Balance, Mar 31, 2025** | **9,410,581** | **$1.52** | - Stock-based compensation expense for Q1 2025 was **$841,793**, compared to **$947,502** in Q1 2024[82](index=82&type=chunk) [Note 14: Earnings Per Share](index=23&type=section&id=14.%20LOSS%20PER%20SHARE) Q1 2025 basic income per share was $0.08, a significant improvement from ($0.12) loss in Q1 2024 Earnings Per Share Calculation (Three Months Ended March 31) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Net income (loss) | $6,341,558 | ($5,716,178) | | Weighted average shares - basic | 77,538,957 | 46,551,582 | | **Basic income (loss) per share** | **$0.08** | **($0.12)** | [Note 17: Segment Information](index=25&type=section&id=17.%20SEGMENT%20INFORMATION) The company operates in a single segment, with all Q1 2025 revenue from Asia, and Canada reporting $14.4M net income - The company operates in a single reportable segment[92](index=92&type=chunk) Geographical Breakdown of Net Income (Loss) for Q1 2025 | Region | Revenue | Net Income (Loss) | | :--- | :--- | :--- | | Asia | $166,760 | ($5,083,060) | | US | $0 | ($2,954,453) | | Canada | $0 | $14,379,071 | | **Consolidated** | **$166,760** | **$6,341,558** | [Note 18: Financial Instruments and Risk Management](index=27&type=section&id=18.%20FINANCIAL%20INSTRUMENTS%20AND%20RISK%20MANAGEMENT) The company faces exchange rate and liquidity risks, but current cash resources are deemed sufficient for over one year - The company is exposed to exchange rate risk. A **10%** change in foreign currencies held would increase or decrease other comprehensive loss by **$1,970,000**[99](index=99&type=chunk) - Regarding liquidity risk, management states that existing cash resources are sufficient to fund operating and investing activities beyond one year[100](index=100&type=chunk) [Note 20: Expenses](index=29&type=section&id=20.%20EXPENSES) Operating expenses significantly increased in Q1 2025, with R&D costs nearly doubling to $4.5M and SM&A rising to $5.2M Expense Breakdown (Three Months Ended March 31) | Expense Category | 2025 | 2024 | | :--- | :--- | :--- | | Research and development | $4,514,107 | $2,290,316 | | Selling, marketing and administration | $5,189,062 | $2,837,553 | [Note 21: Derivative Warrant Liability](index=29&type=section&id=21.%20DERIVATIVE%20WARRANT%20LIABILITY) The derivative warrant liability generated a $15.38M non-cash gain in Q1 2025, significantly impacting net income - The derivative warrant liability arises because warrants exercisable in USD are issued by an entity with a CAD functional currency, creating variability in potential cash flows[112](index=112&type=chunk) - A remeasurement of the derivative liability in Q1 2025 resulted in a fair value gain of **$15,382,971**, which was recognized in the statement of operations[113](index=113&type=chunk) Derivative Warrant Liability Fair Value | Date | Fair Value of Liability | Number of Warrants | | :--- | :--- | :--- | | Dec 31, 2024 | $35,750,607 | 8,298,912 | | Mar 31, 2025 | $20,342,530 | 8,284,112 |

Core Insights - POET Technologies Inc. reported significant financial improvements in Q1 2025, including a net income of $6.3 million compared to a net loss of $5.7 million in Q1 2024 [5][10] - The company is focusing on technology innovation, commercial progress, and strategic partnerships to drive revenue growth in the second half of 2025 [2][4] Financial Performance - The company achieved non-recurring engineering and product revenue of $166,760 in Q1 2025, a substantial increase from $8,710 in Q1 2024 and $29,032 in Q4 2024 [4][13] - Research and development costs rose to $4.3 million in Q1 2025 from $1.9 million in Q1 2024, reflecting the transition from technology development to product development [5][13] - A significant non-cash gain of $15.4 million from fair value adjustments to derivative warrant liability was recorded in Q1 2025, compared to a loss of $630,000 in Q1 2024 [6][13] Business Highlights - The company opened a 10,000 square foot clean room in Malaysia to enhance production capacity for AI and cloud data center customers [2] - POET shipped final design samples of its POET Infinity transmit product line for 400G and 800G applications to major technology leaders [8] - The company partnered with Lessengers to offer an 800G DR8 transceiver, enhancing its product offerings in the optical solutions market [8] Cash Flow and Other Income - Cash flow from operating activities was negative $8.9 million in Q1 2025, compared to negative $4.6 million in Q1 2024 [10] - The company recognized other income, including interest of $528,000 in Q1 2025, up from $52,000 in Q1 2024 [9][13]

Core Insights - POET Technologies Inc. has appointed Dr. Ghazi M. Chaoui as Senior Vice President of Global Manufacturing and Digital Transformation to enhance its manufacturing capabilities in Malaysia [1][2] - The company has established POET Technologies Sdn. Bhd. as a wholly owned subsidiary in Malaysia, with full production capacity expected to be operational this quarter [3][4] - POET focuses on high-speed optical modules and engines for AI systems and hyperscale data centers, utilizing its patented Optical Interposer technology for efficient integration of electronic and photonic devices [4] Company Developments - Dr. Chaoui brings nearly 40 years of experience in manufacturing and supply chain management, having held key roles in various technology companies [2][3] - The company aims to meet the high demand for 800G and 1.6T transceivers required by hyperscalers and AI cluster operators [2] - POET's manufacturing operations in Penang, Malaysia, are set to enhance the company's ability to deliver optical engines to customers efficiently [3][4] Technology and Market Position - POET's Optical Interposer platform allows for lower-cost, lower-power, and smaller-sized optical products that are scalable to high production volumes [4] - The company is positioned to address bandwidth and latency challenges in AI systems through its novel light source products for chip-to-chip communication [4] - POET's technology also addresses integration challenges in 5G networks and various applications such as autonomous vehicle sensing [4]

Core Viewpoint - POET Technologies Inc. plans to conduct a non-brokered public offering of 5,000,000 units at a price of US$5.00 per unit, aiming for gross proceeds of US$25 million to support working capital and corporate purposes [1][2]. Group 1: Offering Details - Each unit consists of one common share and one common share purchase warrant, with the warrant exercisable at C$8.32 for five years [1]. - The offering price represents a premium of approximately 21.8% over the closing price of the common shares on April 25, 2025 [2]. - The offering will be made via a prospectus supplement and is expected to be fully subscribed by a single accredited institutional investor in Canada [3]. Group 2: Regulatory and Approval Aspects - The consummation of the offering is subject to regulatory approvals, including that of the TSX Venture Exchange [4]. - No commission or finder's fee will be paid in connection with the offering [4]. Group 3: Strategic Context - The current offering follows a postponed offering from December 2024, allowing the company to focus on completing its acquisition of a 24.8% interest in Super Photonics Integrated Circuit Xiamen Co., Ltd. and establishing manufacturing capabilities in Malaysia [5]. - With the acquisition complete and expansion underway, the offering aims to further establish the company as a leading supplier of optical engines and light sources for AI systems [5]. Group 4: Company Overview - POET Technologies specializes in high-speed optical engines and light source products for the AI systems market and hyperscale data centers, utilizing its patented POET Optical Interposer™ technology [7]. - The company's products are designed to be lower cost, consume less power, and are scalable for high production volumes, addressing bandwidth and latency challenges in AI systems [7].

Core Insights - POET Technologies Inc. has partnered with Lessengers to develop an 800G DR8 transceiver aimed at AI and hyperscale data center applications [1][2] - The transceiver will utilize POET's optical engines and Lessengers' Direct Optical Wiring technology, providing a cost-effective solution [1][4] - Samples of the transceiver are expected to be available for customer review in the second half of 2025 [2] Company Overview - POET Technologies specializes in high-speed optical modules and light source products for AI systems and hyperscale data centers [5] - The company’s Optical Interposer technology allows for the integration of electronic and photonic devices into a single chip, resulting in lower costs and reduced power consumption [5] - POET's products are scalable for high production volumes and address challenges in various applications, including 5G networks and autonomous vehicle sensing [5] Partnership Details - The collaboration with Lessengers is described as a perfect partnership that leverages both companies' innovative capabilities in optical technology [3] - Lessengers' DOW technology complements POET's optical engines, enhancing efficiency and cost-effectiveness for transceiver customers [4][6] - Both companies are showcasing their technologies at the Optical Fiber Communications Conference in San Francisco [4]

Employee and Management Structure - As of December 31, 2024, the Company had 90 full-time employees and 4 consultants, with 11 employees and 3 consultants engaged in R&D initiatives[308]. - The Compensation Committee is responsible for evaluating senior management compensation, ensuring it aligns with the Company's performance and shareholder interests[305]. - The independent auditor is accountable to the Board and the Audit Committee, which evaluates their performance and oversees their compensation[303]. - The Compensation Committee ensures that management compensation programs are linked to meaningful performance targets[305]. - The Company has adopted a written code of business conduct and ethics to guide its operations[306]. - The company adopted a Compensation Recovery Policy in 2024 in compliance with Nasdaq listing standards and Rule 10D-1 of the Exchange Act[317]. - As of December 31, 2024, there was no outstanding balance of erroneously awarded compensation to be recovered[318]. Shareholder Information - Major shareholders include MM Asset Management Inc. SPC, holding 256,420 shares, representing less than 1% of the total[311]. - The total beneficial ownership of Directors and Officers amounts to 501,567 shares, which is less than 1% of the class[311]. - Major shareholder MM Asset Management Inc. SPC holds 8,027,792 shares, with a price range from $4.26 to $8.39[316]. Financial Performance - The company reported a revenue of CAD 1.75 billion for Q3 2022, reflecting a 4.3% increase compared to CAD 1.68 billion in Q3 2021[315]. - User data showed a growth in active users, reaching 9.37 million in Q3 2022, up from 8.75 million in Q3 2021, indicating a year-over-year increase of approximately 7.1%[315]. - The company provided a forward guidance of CAD 1.80 billion for Q4 2022, representing an expected growth of 2.9% compared to Q3 2022[315]. - The company reported a net income of CAD 400 million for Q3 2022, a 5% increase from CAD 380 million in Q3 2021[315]. - Operating margin improved to 23% in Q3 2022, compared to 21% in Q3 2021, indicating better cost management[315]. Research and Development - Research and development expenses increased to CAD 80 million in Q3 2022, up from CAD 75 million in Q3 2021, reflecting a commitment to innovation[315]. - New product launches are anticipated to contribute an additional CAD 200 million in revenue for the upcoming fiscal year[315]. - A strategic acquisition is planned, which is expected to enhance the company's technological capabilities and add CAD 50 million in annual revenue[315]. Market and Operational Strategy - The company is focusing on market expansion in Asia, targeting a 15% increase in market share by the end of 2023[315]. - The Company has a fabrication facility in Singapore employing 44 individuals, contributing to its operational capabilities[308]. Currency and Market Risk - The company is exposed to a foreign currency risk, with a 10% change in foreign currencies held potentially increasing or decreasing other comprehensive loss by $3,250,000[395]. - The exchange rate from CAD to USD showed a high of 0.7446 and a low of 0.6800 from September 2024 to February 2025, with an average of 0.7159[396]. - The exchange rate from SGD to USD had a high of 0.7791 and a low of 0.7291 from September 2024 to February 2025, with an average of 0.7510[397]. - The exchange rate from CNY to USD had a high of 0.1426 and a low of 0.1364 from September 2024 to February 2025, with an average of 0.1390[397]. - The company manages market risk through its investment policy, ensuring optimal investment returns while meeting daily cash flow and liquidity demands[393]. - Short-term investments are subject to interest rate risk due to market fluctuations, but the company does not rely on interest from these investments to fund operations[394]. Compensation and Stock Options - The options exercisable for Directors and Officers within 60 days of March 20, 2025, include various grants with prices starting at CAD 1.75[314]. - The company holds a significant number of warrants exercisable within 60 days of March 20, 2025, with a total of 26,966 to 124,861 warrants held by various executives at an exercise price of CA$1.52[316].

Financial Performance - POET Technologies reported a net loss of $30.2 million, or ($0.48) per share, in Q4 2024, compared to a net loss of $5.5 million, or ($0.13) per share, in Q4 2023[6]. - Non-recurring engineering (NRE) and product revenue for Q4 2024 was $29,032, a significant decrease from $107,551 in Q4 2023[5]. - Research and development costs increased to $3.4 million in Q4 2024 from $2.1 million in Q4 2023[6]. - The largest component of the loss in Q4 2024 was a non-cash fair value adjustment to derivative warrant liability of $12.4 million, compared to $25,000 in Q4 2023[7]. - Cash flow from operating activities in Q4 2024 was ($8.7) million, worsening from ($2.9) million in Q4 2023[10]. Capital Raising - The company raised gross proceeds of $25 million through a registered direct offering, bringing total equity capital raised in 2024 to $82.2 million[2][4]. - POET intends to pursue voluntary delisting from the TSX Venture Exchange following the closing of its planned $25 million financing[2]. Strategic Initiatives - The company acquired the remaining 24.8% interest in SPX for a non-cash loss of $6.85 million[9]. - POET plans to establish a major wafer-level assembly and test facility in Penang, Malaysia, with an initial capacity to manufacture 1 million optical engines annually[11]. - The company expects significant revenue acceleration in the second half of 2025, driven by existing contracts and relationships with industry leaders[2].

Core Viewpoint - POET Technologies Inc. is set to showcase its latest innovations in optical engines and light sources for AI networks at the Optical Fiber Communications (OFC) Conference from April 1st to April 3rd, 2025, highlighting its advancements in technology and customer engagement [1] Group 1: Product Innovations - The POET Blazar™ prototype, built on the POET Optical Interposer™ platform, is a new light source solution designed for co-packaged optics and high-bandwidth data communications, offering a cost-effective alternative to traditional DFB laser solutions [2][3] - The Blazar aims to enhance AI connectivity by reducing costs and increasing manufacturing efficiency, with a target of achieving 3.2T in pluggable optical modules for improved chip-to-chip data communication [3] - The Teralight™ 1.6T Optical Engine, developed in partnership with Mitsubishi Electric, features a highly integrated design that reduces costs and simplifies module design, utilizing only four externally modulated laser chips instead of the standard eight [3] Group 2: Market Engagement - Leading module customers, such as LuxshareTech and Adtran, will demonstrate products based on POET's optical engines at the OFC, showcasing the growing interest in high-density optical modules [5] - POET will also present a product showcase of its current portfolio at its booth, featuring market-ready applications designed into customer solutions [6] Group 3: Recognition and Awards - Company representatives will collect the Elite Score award at the Lightwave+BTR Innovations Reviews Reception, recognizing POET's contributions to the optical technology field [7] Group 4: Company Overview - POET Technologies Inc. specializes in high-speed optical modules and light source products for AI systems and hyperscale data centers, utilizing its patented Optical Interposer platform for efficient integration of electronic and photonic devices [8]