12 January 2021
POET Technologies Inc of Toronto, Ontario, Canada — designer and developer of the POET Optical Interposer and photonic integrated circuits (PICs) for the data-center and telecom markets — is to hold a special meeting of shareholders on 19 February in order to seek their authorization to enable the board of directors (within its sole discretion) to consolidate the firm’s issued and outstanding common shares, on the basis of a ratio to be determined from within a range of ratios to be proposed at the Special Meeting.
The decision to seek authorization for a share consolidation was taken by the board after considering factors including access to US institutional investors, prospective broadening of US-based investor interest in the firm and, if required, the structuring of potential future financings. In addition, the board believes that the reduced number of common shares may better position the firm for a potential future listing on a senior stock exchange.
The ratio determined for any consolidation (if implemented) will be applied to all shareholdings equally. Securities convertible or exercisable for common shares that are outstanding on the effective date of the consolidation will be adjusted to give effect to the consolidation (as applicable) in accordance with their terms. No fractional common shares would be issued as a result of the consolidation. All fractions of post-consolidation common shares would be rounded down to the nearest whole number. The exact number of common shares outstanding after the consolidation will vary based on the elimination of fractional shares.
The authority of the board to consolidate the shares in its sole discretion is conditional on the prior approval of the shareholders and the TSX Venture Exchange (TSXV). If approved, the consolidation would take place upon a decision by the board within the proposed range agreed to by the shareholders following approval. Specific details will be provided by the firm at a later date. A Management Information Circular for the upcoming special meeting is be mailed to shareholders and filed by the firm on SEDAR.
The firm also reported that its total shares outstanding increased in recent weeks to 303,875,813 as a result of convertible debenture conversions, warrant and stock option exercises that added about C$3,680,000 (US$2,875,000) to its cash balance.