Share count + dilution progression — POET Technologies
Executive summary
POET Technologies’ issued share count grew from approximately 67M (early 2025) to 152.7M (post Jan 23 2026) — a 128% increase (roughly 2.3×) in 14 months. On top of the issued shares, POET has 37.4M outstanding warrants (per FY2025 20-F as of 2026-03-20) representing a further 24% incremental dilution if all warrants were exercised. Diluted share count assuming all options + warrants exercise is ~195.9M, or +28.4% over the post-Jan-2026-raise base (per 20-F dilution math).
This file is the trading-side dilution exhibit — the per-quarter share count progression that pairs with recent capital raises on the financials side.
Confidence: ✓ Each share-count figure is anchored on either the FY2025 20-F (acc. 0001493152-26-014253), the Jan 2026 424B5 (acc. 0001493152-26-003330), or the F-3ASR (acc. 0001493152-26-003188 / 0001493152-25-025394) primary-source disclosures.
1. Share count progression (quarter-by-quarter)
| Date | Common shares O/S | Source / accession | Cumulative new shares since 2025-Q1 |
|---|---|---|---|
| Pre-2025 baseline (early 2025) | ~67M ⚠ | Inferred from STOCK_PRICE_DATA.json aggregator data | 0 |
| 2025-05-22 (post-PIPE) | ~73M | +6.0M from May 22 $30M PIPE | +6.0M |
| 2025-07-17 (post-PIPE) | ~78M | +5.0M from Jul 17 $25M PIPE | +11.0M |
| 2025-10-07 (post-PIPE) | ~92M | +13.6M from Oct 7 $75M PIPE | +24.6M |
| 2025-10-28 (post-RD) | ~112M | +20.7M from Oct 28 $150M registered direct | +45.3M |
| 2025-11-03 | 131,891,259 ✓ | F-3ASR Nov 2025 (acc. 0001493152-25-025394) | +64.9M |
| 2025-12-31 | 132,021,526 ✓ | F-3ASR Jan 2026 cover statement (acc. 0001493152-26-003188) | +65.0M |
| 2025-12-31 | 132,290,739 ✓ | 20-F FY2025 cover (acc. 0001493152-26-014253) | +65.3M ⚠ (small reconciliation gap; likely option/warrant exercises Dec 2025–Mar 2026) |
| 2026-03-20 | (per 20-F dilution math) | 20-F dilution disclosure date | n/a |
| Post 2026-01-23 raise | 152,711,182 ✓ | 424B5 Jan 2026 (acc. 0001493152-26-003330) | +85.7M |
Reconciliation note. The 20-F cover (132,290,739 at 2025-12-31) is slightly higher than the F-3ASR Jan 22, 2026 cover-statement figure (132,021,526 as of Dec 31 2025) by 269,213 shares. The likely explanation is option / warrant exercises during late 2025 / early 2026 settled prior to the 20-F filing. The 20-F is the authoritative source post-audit. ⚠
2. Outstanding options + warrants (per FY2025 20-F as of 2026-03-20)
| Instrument | Quantity | Wtd avg exercise price | Notes |
|---|---|---|---|
| Options | 5,792,465 ✓ | $1.93 | Wtd-avg strike well below current $8.03 spot — likely all in-the-money; high settlement-likelihood |
| Warrants | 37,364,941 ✓ | $5.71 | Wtd-avg strike below current spot — partial in-the-money; mostly issued in 2025 PIPE rounds |
| Total option + warrant overhang | 43,157,406 ✓ | — | If all exercised → 28.35% dilution over Jan-2026 base (per 20-F) |
| Fully diluted share count (post Jan 2026 raise + all warrant/option exercise) | ~195,868,588 ✓ | — | Per 20-F dilution math |
Warrant overhang detail
POET issued 16,000,000 new warrants during 2025 alone (across the May 22, July 17, and October 7 PIPEs):
| PIPE | Warrants issued | Strike | Currency | Expiration |
|---|---|---|---|---|
| 2025-05-22 PIPE | 6,000,000 | CAD$8.32 / US$6.00 | CAD | 5-yr (2030-05) |
| 2025-07-17 PIPE | 5,000,000 | CAD$8.16 / US$6.00 | CAD | 5-yr (2030-07) |
| 2025-10-07 PIPE | 5,000,000 | CAD$9.78 / US$7.03 | CAD | 5-yr (2030-10) |
| Total 2025 PIPE warrants | 16,000,000 | wtd ~CAD$8.81 | CAD | All 5-yr |
Cumulative warrant overhang. With current 37.4M total warrants outstanding (per 20-F) and 16M of those issued in 2025, the prior warrant pool of ~21.4M dates from earlier raises (2023–2024). POET has been consistent in attaching warrants to PIPE rounds across multiple years, building a layered overhang. ✓
Currency note. The warrants are denominated in CAD per the underlying private-placement structure — this is the IFRS basis for classifying warrants as derivative liability rather than equity (the functional-currency mismatch). See balance_sheet for the derivative-warrant-liability accounting treatment.
3. Pro-forma diluted share count under exercise scenarios
| Scenario | Shares O/S | + Options exercised | + Warrants exercised | Total diluted | Δ vs current |
|---|---|---|---|---|---|
| Spot (2026-04-29) | 152,711,182 | +5.79M (in-the-money @ $1.93 avg) | +37.36M (mostly in-the-money @ $5.71 avg) | 195,868,588 | +28.35% |
| Stock at $5 (warrants partially OTM) | 152,711,182 | +5.79M (still ITM) | +(some — mid-range strikes only) | ~180M | +18% |
| Stock at $10+ (all warrants ITM) | 152,711,182 | +5.79M | +37.36M | 195.87M | +28.35% |
| Stock at $15 (52w high; cash inflow on exercise) | 152,711,182 | +5.79M (cash $11.2M) | +37.36M (cash ~$213M) | 195.87M | +28.35% with cash inflow ~$224M |
Interesting math at high stock prices. If POET stock reaches $15+ and all options/warrants exercise, the company receives ~$224M of cash inflow on exercise — roughly half a year’s worth of operating burn at FY2025 levels. The full-dilution scenario is therefore not entirely value-destructive; it materially extends runway. At lower stock prices, the warrants become a value-destructive overhang (out-of-the-money → less likely to exercise → continued cash burn against the same warrant population).
4. Comparison to peers
| Comp | Shares O/S | 14-month dilution % | Capital structure |
|---|---|---|---|
| POET Technologies | 152.7M ✓ | +128% ✓ | Pure equity; serial PIPE/RD raises |
| Lightwave Logic (LWLG) | ~150.6M ◐ | ~+10% (single Dec 2025 offering + ATM) | Pure equity; selective raises |
| Marvell Technology (MRVL) | ~870M | <0% (buyback offsets SBC) | Debt-supported; FCF-funded buyback |
| Navitas Semi (NVTS) | ~115M ◐ | (modest) ◐ | Equity + small debt; selective raises |
Read. POET’s 128% dilution over 14 months is structurally distinct from any of its peer comps. LWLG is the closest analogue but ran a far less aggressive cadence (one $35M offering in Dec 2025 + ATM capacity). Investors evaluating POET on a multi-year per-share return basis must explicitly model dilution as a primary alpha headwind. Bear / Base / Bull scenarios in DCF / scenario framework account for this directly.
5. Why the share count keeps growing — the structural dilution loop
POET’s dilution is not a one-off event but a structural feature of the business model:
- POET is operationally pre-revenue at meaningful scale.
- Operating burn is ~$30–45M/year.
- The only available capital source is equity (no debt, no operating cash flow).
- To extend runway, POET raises equity opportunistically.
- Each raise either issues fresh shares (registered direct format) or shares + warrants (Canadian PIPE format).
- Warrants build a multi-year overhang (current pool 37.4M, ~24% incremental dilution if all exercise).
- The dilution is bounded only by either (a) operating cash flow turning positive, or (b) market access closing.
Mathematical limit of dilution loop. At ~$30M annual burn and ~$5–7 average raise prices, a $30M annual raise dilutes by ~5M shares per year. Even in the bear-case scenario (DCF / scenario), the steady-state dilution rate is in the 3–5% range per year — not catastrophic per-year, but compounding. The Bull case requires this loop to break via operating-cash-flow positivity.
6. Open items
- Reconcile the 132,290,739 (20-F) vs. 132,021,526 (F-3ASR Jan 2026) gap of 269,213 — likely option/warrant exercises Dec 2025–Mar 2026.
- Pull warrant amortization / exercise schedule by issue tranche to support per-quarter dilution forecast.
- Capture pre-2024 share-count history from earlier 20-F filings to build a multi-year chart back to ~30M pre-2020 baseline.
Sources
Primary
- POET 20-F FY2025 (acc. 0001493152-26-014253, 2026-03-31) — share count cover (132,290,739); options + warrants table (5,792,465 + 37,364,941); dilution math (28.35%).
- POET 424B5 — Jan 2026 RD (acc. 0001493152-26-003330, 2026-01-23) — pre-offering shares (132,021,526) and post-offering shares (152,711,182).
- POET F-3ASR — Jan 2026 primary shelf (acc. 0001493152-26-003188, 2026-01-22) — pre-offering share count.
- POET F-3ASR — Nov 2025 selling-shareholder shelf (acc. 0001493152-25-025394, 2025-11-28) — Nov 3 2025 share count (131,891,259).
Cross-references
- Recent capital raises — full chronological raise log
- Balance sheet — derivative-warrant-liability accounting
- Capital allocation — what raised capital is spent on
- Comps & valuation — peer dilution comparison
- DCF / scenario framework — dilution input to scenario math