6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of August, 2014

Commission File No. 000-55135

POET TECHNOLOGIES INC.

(Translation of registrant’s name into English)

121 Richmond Street West, Suite 501

Toronto, Ontario, M5H 2K1, Canada

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x     Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  o

EXHIBIT LIST

Exhibit No.	Description
99.1	Management’s Discussion and Analysis for the Six Months Ended June 30, 2014
99.2	Unaudited Consolidated Financial Statements for the Six Months Ended June 30, 2014
99.3	Form 52-109FV2 Certification of Interim Filings, Chief Executive Officer
99.4	Form 52-109FV2 Certification of Interim Filings, Chief Financial Officer

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 13, 2014	POET Technologies Inc.
	By:	/s/ Michel J. Lafrance
	Name:	Michel J. Lafrance
	Title:	Secretary

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EX-99.1

Exhibit 99.1

POET

TECHNOLOGIES INC.

Management’s Discussion

and Analysis

6-months ended June 30, 2014

TABLE OF CONTENTS

Forward Looking Statements	1
Business Overview	1
a) Semiconductor Technology	2
Industry Outlook	2
Key Success Drivers (“KSD”)	3
Significant Events & Milestones During 2014	4
Summary of Quarterly Results	5
Explanation of Quarterly Results for Q2 2014	6
Explanation of Six Months Results for the Six Months Ended June 30, 2014	6
Explanation of Material Variations by Quarter for the Last Eight Quarters	7
Segment Disclosure	8
Liquidity and Capital Resources	9
Related Party Transactions	9
Changes in Accounting policy	10
Other Events	11
Critical Accounting Estimates	11
Recent Accounting Pronouncements	11
Financial Instruments and Risk Management	11
Exchange Rate Risk	12
Interest Rate Risk	12
World Economic Risk	12
Liquidity Risk	12
Market Risk	12
Strategy and Outlook	12
Outstanding Share Data	12
Common Shares	12
Stock Options and Warrants	12
Off-Balance Sheet Arrangements	12
Key Business Risks and Uncertainties	13
Additional Information	13

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POET TECHNOLOGIES INC. Suite 501, 121 Richmond Street West Toronto, Ontario M5H 2K1 Tel: 416-368-9411               Fax: 416-861-0749 http://www.poet-technologies.com

POET Technologies Inc. Suite 501 - 121 Richmond Street West Toronto, Ontario, Canada   M5H 2K1 Tel: (416) 368-9411     Fax: (416) 861-0749

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE SIX MONTHS ENDED JUNE 30, 2014

The following discussion and analysis of the operations, results, and financial position of POET Technologies Inc., (“PTI” or the “Company”) for the six months ended June 30, 2014 (the “Period”) should be read in conjunction with the Company’s June 30, 2014 unaudited condensed interim consolidated financial statements and the Company’s December 31, 2013 audited consolidated financial statements and the related notes thereto where applicable, both of which were prepared in accordance with International Financial Reporting Standards (“IFRS”).  The effective date of this report is August 12, 2014.  All financial figures are in United States dollars (“USD”) unless otherwise indicated. The abbreviation “U.S.” used throughout refers to the United States of America.

Forward-Looking Statements

This management discussion and analysis contains forward-looking statements that involve risks and uncertainties.  It uses words such as “may”, “would”, “could”, “will”, “likely”, “except”, “anticipate”, “believe”, “intend”, “plan”, “forecast”, “project”, “estimate”, and other similar expressions to identify forward-looking statements.  Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation, risks and uncertainties relating to the early stage of the Company’s development and the possibility that future development of the Company’s technology and business will not be consistent with management’s expectations, difficulties in achieving commercial production or interruptions in such production if achieved, the inherent uncertainty of cost estimates and the potential for unexpected costs and expenses, the uncertainty of profitability and failure to obtain adequate financing on a timely basis.  The Company undertakes no obligation to update forward-looking statements if circumstances or Management’s estimates or opinions should change, except to the extent required by law.  The reader is cautioned not to place undue reliance on forward-looking statements.

Business Overview

Today’s world has become almost completely dependent on electronics for day-to-day functioning. As that dependency grows, so does the need for smaller, faster and more power efficient devices. Thus, progress in the electronics and semiconductor industry continues to heavily influence day-to-day life in the developed world; the way we work, communicate, transport and entertain ourselves.

It has become the general consensus of the industry that silicon-based semiconductor technology is being pushed to its limits. According to IC Insights (2013), R&D spending by the top 10 semiconductor companies has grown to a record-high $28.0 billion, or an equivalent of 16.7% of total semiconductor sales, its highest level in 4-5 years. Capital investments are high and cash intensive, which in-turn creates swings in the semiconductor market place. This high capital spending is necessary because the industry is in need of new technology that pushes beyond the boundaries of conventional silicon processes, that is not fab-specific nor highly dependent on current processes or materials.

PTI has developed a unique, proprietary process that addresses the needs of speed, size, energy and cost efficiency associated with the current silicon-based technology. The development of its solution has been predicated on an ability to be accommodated in existing semiconductor fabs with minimum re-tooling.

The Company currently has a number of issued patents and patents pending primarily for this process — the semiconductor Planar Opto-Electronic Technology (“POET”) process - which was developed through its U.S. subsidiary ODIS Inc. (“ODIS”). Through ODIS, the Company’s focus is on the design of III-V semiconductor devices and processes for military, industrial and commercial applications, including infrared sensor arrays and ultra-low-power random access memory. The POET platform enables the monolithic fabrication of integrated circuits containing both electronic and optical elements, with potential high-speed and power-efficient applications in devices such as servers, tablet computers and smart phones.

The Company is currently positioned as a fabless semiconductor company, with an aim to leverage existing and potential partnerships in establishing a POET design and manufacturing value chain, and in commercializing POET-based devices.

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PTI is incorporated under the laws of the Province of Ontario. The Company’s shares trade under the symbol “PTK” on the TSX Venture Exchange in Canada and under the symbol “POETF” on the OTCQX in the U.S.

The following sections discuss its business in more detail.

a) Semiconductor Technology

PTI is currently conducting research related to expansion of the POET platform via additional processes for the POET IP portfolio.   It is also engaged in developmental work related to existing POET processes for a wide array of devices for potential military, consumer, commercial, and industrial applications. PTI continues to develop gallium arsenide-based chip design processes having several potential major market applications, including: (i) infrared sensor arrays for military as well as domestic monitoring and imaging applications, and (ii) the unique combination of optical lasers, and electronic control circuits on the same microchip for potential use in various military programs and telecom applications. The use of III-V materials such as gallium arsenide and gallium nitride are key factors in ODIS’ POET process development for these products. Upon deployment, the POET process has the potential to fundamentally alter the landscape of computing for a broad range of applications by offering components with dramatically lower cost together with increased speed, density, and reliability.

The Company has:

1.Successfully produced numerous distinct devices under the POET process, including on-chip continuous-wave lasers and switching lasers with the potential for eliminating chip-to-chip metallic interconnects, hetero-structure field effect transistors (HFETs), optical thyristors, pulsed lasers, super-radiant light emitting devices, and infrared sensors with potential for multi-spectral and uncooled operation — all able to be monolithically fabricated via the POET process.

2.Established Technology Design Kits (“TDK”) documentation. TDKs comprise a library of comprehensive design rules and device parameters for the Company and will enable customers and partners the ability to implement the POET process into preferred foundries. The TDKs will also help licensed designs in a POET device ecosystem to proliferate and help existing silicon library functions to migrate to POET technology-based circuitry in a minimum amount of time.

3.Achieved the 100nm milestone and is currently working towards optimizing performance.  The optimization process may involve the help of third party foundries or partners.

4.Validated its fabrication process, as well as specific device operation over both electronic and optical regimes, numerous times in an independent third-party foundry.

PTI has also recently applied for several key patents for the development of ancillary devices pertinent to the area of quantum computing. This intellectual property is expected to play a strategic role in long-term development, rather than having an impact on near-term deliverables.

ODIS has been awarded more than a dozen U.S. Department of Defense and NASA projects since 2000.  These have helped to support the development of the POET process, including infrared sensing technology, sensor/laser development and validation of our monolithic integration process. The Company was contracted in 2012 to complete further projects with the U.S. Department of Defense, the U.S. Air Force Research Laboratory, and a major U.S. Defense Contractor.  One such project involved the development of a much-sought-after infrared (IR) detector device, the achievement of which we announced as a key milestone. While important to continuing development, the work conducted with military applications will not restrict the Company’s ability to monetize POET.

The Company continues aggressively with its objective which is to explore opportunities to monetize this breakthrough technology.

Industry Outlook (1)

The semiconductor market is projected to grow to over $372 billion by 2015 and remains a rapidly growing segment of the economy. The convergence of internet-capable and mobile technologies will drive the strength of the semiconductor device market through 2017.

Primary drivers include:

·Pad, Tablet and Cloud OS-type PC devices—Demand continues to surge for tablet-class and phablet-class devices, and the market for servers underpinning cloud-based services is heating up. The increase in cloud-based services, such as Microsoft’s recent port of its MS Office suite to iPads, and the use of virtual fileservers such as

(1) As summarized in IC Insights 2013 and Gartner 2013 publications

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Dropbox, will be a further impetus to growth in this area, particularly for businesses. One example of a device that is key to this market is DRAM which is projected to be a $35.0 billion market in 2015; another example is logic circuitry which is projected to be a $115 billion market in 2015.

·Smartphones—Semiconductor content of this fast-growing segment represents approximately 31% of the average selling price, compared to 23% for ordinary cellphones. 3G/4G smartphones are set to impact on the future analog, DSP, logic, and NAND flash memory IC markets. The mobile phone semiconductor market alone is projected to be $64.1 billion for 2015. The market for other wearable mobile devices, such as smart watches, will further contribute to an expanded outlook.

·Digital and Smart TVs—Streaming capability via the Internet will be the must-have technology in 2014; this points to increased revenues for LED drivers, power management ICs, and MCUs/MPUs. MPUs/CPUs are forecast to be $92.6 billion for 2015.

·Smart Grids and Advanced Metering Infrastructure (AMI)— Residential appliances and related electrical systems are now being designed for interaction with power utilities via the Internet and local networks. Smart grid technology investment is forecast to grow 19% annually through 2016.

·“Internet of Things”— The identification, monitoring, and control of objects with an addressable Internet protocol has been gaining momentum for over a decade with no abatement. The acquisition by Google of Nest, a smart-home-monitoring device company, underlines the importance of this area. The sensor and actuator semiconductor market, one of the areas impacted by this sector, is projected at $14.1 billion.

PTI’s POET technology is applicable in a large portion of this semiconductor market as it represents, possibly, the most comprehensive solution to increasing semiconductor performance in an economical and functional manner. The ability to be adapted to existing fabs with a minimum of re-tooling requirements, compared to alternatives, is an important differentiator. Business indicators suggest that POET may provide significant value to the ever growing market, where it addresses a need for power consumption, speed, size, and cost efficiency.

We are striving to develop the POET platform to provide the following advantages to the industry:

·Up to 100x speed improvement over CMOS silicon (silicon hits a “power wall” at about 4 GHz that has limited circuit speeds to about 3.2 GHz over the last 10 years);

·Up to 90% power efficiency improvement over CMOS silicon (depending on application);

·Flexible application that can be applied to virtually any technical application, including memory, digital/mobile, sensor/laser and electro-optical, among many others; and

·No major retrofit or other modifications to existing silicon fabs required — Since POET/PET are CMOS-type technologies fabricated using standard lithography techniques, they are easily integrated into current semiconductor production facilities extending the profitable utilization of fabrication equipment and production lines that would otherwise be considered at the end of life.

PTI’s strategy is to continue research towards expansion of IP and the aggressive development by ODIS as it relates to the deployment of the POET platform.

The disruptive potential of the POET technology was first recognized within the military community, and this recognition has remained strong. Despite this connection, historical military development work will not constrain the commercial application of the POET Technology.

Key Success Drivers

PTI continued to develop its enhancements to the POET platform during 2013 and throughout the second quarter of 2014.

The POET platform, which is covered by numerous patents and patents pending, if and when fully developed may make possible the economic production of fully-integrated optoelectronic semiconductor devices with higher speeds and reduced power consumption compared to conventional silicon-based devices.  The Company will continue to drive research as expansion of the IP portfolio is paramount to the future of POET.  The currently developed technology is still in its early deployment stages. The success of early stage semiconductor companies is highly dependent on their ability to identify milestones that push the limit of existing technology and the achievement of those milestones in a timely fashion. PTI has demonstrated such successes in the past and continues to establish and achieve significant milestones. Significant milestones achieved over the last sixteen months include:

1)Achieving radio frequency and microwave operation of both n-channel and p-channel transistors. By reaching this milestone, 3-inch POET wafers fabricated at BAE Systems (Nashua, NH) yielded submicron n-channel and

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micron-sized p-channel transistors operating at frequencies of 42 GHz and 3 GHz respectively. The team is aiming to optimize the operating frequencies to up to 300-350 GHz range for the n-channel device.

2)The integration of the complementary inverter.  Specifically, PTI successfully demonstrated complementary heterostructure field effect transistor based inverter operation using the POET process.

3)The fabrication of infrared (IR) detectors, using its proprietary planar optoelectronic technology (POET) platform for monolithic fabrication of integrated electronic and optical devices on a single semiconductor wafer. Adding to its significance is the fact that the POET wafer used for the IR devices were fabricated with an independent foundry, BAE Systems’ Microelectronics Center in Nashua, New Hampshire. BAE Systems has produced compound semiconductor devices based on gallium arsenide for more than 20 years for use in its defense, radar, and communications systems. This milestone, therefore, represents the integration by a third party of the optoelectronic process previously demonstrated in POET laboratories.

Timely capital investment is also key to the success of semiconductor companies. The Company acquired and installed approximately $900,000 in new equipment during 2013. This equipment has resulted in the ability to target milestones further down the development roadmap than previously mapped. It has also enabled the Company to define and develop an important planar electronic technology (PET) subset of the POET platform.

The Company has successfully raised over CA$17.5 million in equity financing through private placements and an additional CA$8.1 million through the exercise of stock options and warrants since June 2012.

The prestigious University of Connecticut recently converted certain royalty rights into a significant investment in the Company.  The parties agreed to restructure the payment provisions of the License Agreement by reducing royalty payments to three percent (3%) of amounts received from unaffiliated third parties in respect of the exploitation of the Intellectual Property defined in the License Agreement, in consideration for 2,000,000 common shares of the Company.

The Company continues to build on those success drivers to remain operationally sustainable. The Company’s future success will also be driven by focusing on the same factors, as well as critical human capital. In this regard, the Company recently added Mr. Daniel DeSimone and Mr. Ajit Manocha to the POET team.

Mr. DeSimone joined the Company as Vice President, Product Development. Mr. DeSimone was most recently Senior Manager, Test and Wafer Sort Engineering, at Fairchild Semiconductor. Under his leadership, the Fairchild team achieved significant increases in quality and yield during wafer production in several 0.5 and 0.35 micron CMOS/BiCMOS/BiPolar technologies. In addition to manufacturing experience, Mr. DeSimone brings to the Company two distinct experiences:

i)Strategic product roadmap definition - addressing server and storage vertical markets; and

ii)broad integrated circuit development encompassing analog mixed signal through large digital application specific integrated circuits.

Mr. Manocha joined the Board as Executive Vice Chairman. In this capacity, Mr. Manocha will help in determining the strategic direction of the Company, and work closely with the Company’s Executive Chairman and interim CEO in carrying out actions to support that strategic direction, specifically including: mergers and acquisitions (M&A), and related transitions; joint ventures, collaborations, partnerships and other industry relationships; assistance in capital raises; and identification and installation of a permanent CEO.

Mr. Manocha was most recently CEO of Global Foundries, the second-largest semiconductor foundry in the world, formerly the manufacturing arm of Advanced Micro Devices (AMD), and expanded via the acquisition of Chartered Semiconductor. Global Foundries produces integrated circuits (IC) in high volume for semiconductor companies such as AMD, Apple, Broadcom, Qualcomm, Samsung, and STMicroelectronics.

Significant Events and Milestones During 2014

In 2014, PTI continued to execute on its stated strategic plan. The Company has achieved the following significant milestones thus far in 2014:

1.On January 24, 2014, the Company submitted a registration statement on Form 20-F in connection with the registration of its common stock under the U.S. Securities Exchange Act of 1934.

2.On February 11, 2014, Peter Copetti, who previously served as Executive Director and Chair of the Special Strategic Committee, was named Executive Chairman and interim CEO.

3.On February 13, 2014, the Company completed a $4,546,000 (CAD $5,000,000) private placement financing. The financing consisted of 7,692,307 units at a price of $0.59 (CAD $0.65) per unit. Each unit comprised one

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common share and one common share purchase warrant. One warrant allows the holder to acquire one common share of the Company at an exercise price of $0.91 (CAD $1.00) per share for a period of 2 years.  No commission was payable with respect to this financing.

4.On February 24, 2014, the Company achieved the fabrication of infrared (IR) detectors, using its proprietary planar optoelectronic technology (POET) platform for monolithic fabrication of integrated electronic and optical devices on a single semiconductor wafer. Adding to its significance is the fact that the POET wafers used for the IR devices were fabricated by an independent foundry, BAE Systems’ Microelectronics Center in Nashua, New Hampshire.

5.On March 4, 2014, the Company achieved the long-awaited milestone (MS-5) — the operation of its switching laser within the POET platform. This achievement has far-reaching implications for on-chip and optical communications applications. This single demonstration is a giant leap forward for an integrated circuit industry looking for ways to push complementary metal-oxide semiconductor (CMOS) processes past some challenging technical barriers.

6.On March 4, 2014, the Company filed new IP portfolio protection documents with the U.S. Patent and Trademark office (USPTO) and in other key jurisdictions to support strategic applications in POET-based quantum computing.

7.On March 4, 2014, the Company announced the addition of Mr. Daniel DeSimone to the POET team as Vice President, Product Development.

8.On April 7, 2014, the Company completed and made available, the POET Technology Design Kit (POET/TDK) documentation to the industry. POET/TDK provides complete documentation for the entire catalog of active electronic and electro-optical devices currently supported by the POET process. It comprises a comprehensive device parameter library, and enables potential customers and partners — including semiconductor foundries and device and library developers — to ease the implement the POET process.

9.On April 28, 2014, the Company announced Taylor Rafferty, LLC as the Company’s Investor relations firm. The change in investor relations counsel follows Christopher Chu rejoining Taylor Rafferty, LLC where he previously assisted leading blue-chip companies in cross-border investor relations campaigns.

10.On July 1, 2014, the Company completed registration of its Form 20-F with the SEC.

11.On July 7, 2014, the Company announced the appointment of Mr. Ajit Manocha to the Board as Executive Vice Chairman.

Summary of Quarterly Results

Following are the highlights of financial data of the Company for the most recently completed eight quarters which have been derived from the Company’s consolidated financial statements prepared in accordance with IFRS.  All amounts herein are expressed in United States dollars unless otherwise indicated:

	Jun. 30/14			Mar. 31/14			Dec. 31/13			Sep. 30/13			Jun. 30/13			Mar. 31/13			Dec. 31/12			Sep. 30/12
Other (income)	$	(85,204	)	$	(84,628	)	$	(80,890	)	$	(84,628	)	$	(86,269	)	$	(91,087	)	$	(126,736	)	$	(112,070	)
Shares issued for the reduction of license fee	1,439,898			—			—			—			—			—			—			—
Research and development	362,848			312,302			438,777			352,486			256,914			312,551			265,146			240,494
Depreciation, amortization	50,276			50,407			38,892			24,478			10,180			2,548			1,838			3,258
Professional fees	146,057			301,703			277,505			92,176			128,758			76,863			24,351			17,650
Stock-based compensation	368,558			589,774			960,705			1,332,554			993,179			734,715			651,317			379,243
General and administrative	656,344			650,651			346,497			561,829			675,868			589,427			412,416			297,854
Investment (income), including interest	—			—			(18,371		)	—			—			—			—			—
Discontinued opera-tions (income) loss	—			—			—			—			—			—			210,754			(382,666		)
Net loss	$	2,938,777		$	1,820,209		$	1,963,115		$	2,278,895		$	1,978,630		$	1,625,017		$	1,439,086		$	443,763

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Explanation of Quarterly Results for Q2 2014

In Q2 2014, the Company continued to receive payments pursuant to a $750,000 SBIR contract granted to the Company in 2012.  In Q2 2014, $85,204 was received compared to $86,269 in the same period in 2013.  The Company continues to receive payments under the contract and expects it to be completed this year. The Company’s strategy, however, is to eliminate its use of SBIR grants.

During Q2 2014, the Company reported a loss of $2,938,777 compared to a loss of $1,978,630 for the same period in 2013.

The most significant impact to the Company’s operating loss during the period as compared to 2013 was a one time non-cash issuance of 2,000,000 common shares to the University of Connecticut valued at $1,439,898 for the reduction of certain royalty rights in exchange for an investment in the Company. The parties agreed to restructure the payment provisions of the License Agreement by reducing royalty payments to three percent (3%) of amounts received from unaffiliated third parties in respect of the exploitation of the Intellectual Property defined in the License Agreement, in consideration for 2,000,000 common shares of the Company.

During the period, professional fees increased by almost 13% from $128,758 in 2013 to $146,057 in 2014. On January 24, 2014, the Company submitted a registration statement on Form 20-F in connection with the registration of its common stock under the U.S. Securities Exchange Act of 1934. In preparation for this filing, the Company incurred substantial legal and accounting fees. Legal fees relating to this SEC filing were approximately $37,000 (nil — 2013). Accounting fees related to professional guidance associated with the filing of Form 20-F were $40,000 ($nil — 2013). The filing of the Form 20-F is the first step in the Company’s plan to attempt to list the Company’s securities on a U.S. exchange. If successful, it is anticipated that this would result in more liquidity for the Company’s shares, access to other capital markets and greater visibility to prospective partners during the process of monetization.  There can be no assurances that the Company’s shares will be registered on a U.S. exchange.

Research and development increased by $105,934 from $256,914 in Q2 2013 to $362,848 in Q2 2014. The increase was primarily due to the increased wages and benefits resulting from the appointment of the new VP Product Development.  The VP Product Development brings to the Company two distinct experiences: strategic product roadmap definition - addressing server and storage vertical markets; and broad integrated circuit development encompassing analog mixed signal through large digital application specific integrated circuits.

Non cash stock-based compensation decreased by $624,621 from $993,179 in Q2 2013 to $368,558 in Q2 2014. Stock option compensation is calculated on the date of the stock option grant and is amortized and expensed in the period that the stock options vest.  Criteria such as stock price at the grant date, and number of stock options granted will affect the value of the granted stock and in turn the stock option compensation as this amount is amortized at the stock option vest date.   It is important to note that this non-cash expense is considered an integral part of the Company employing and maintaining highly qualified and competent personnel to reach its goals. For the purposes of clarity and simplicity, the Company reclassified any stock based compensation included in research and development costs to stock-based compensation.

The Company granted 215,000 stock options in Q2 2014 while 2,250,000 were granted in Q2 2013.

Depreciation and amortization increased by $40,096, from $10,180 in Q2 2013 to $50,276 in Q2 2014. The Company added new equipment throughout 2013 aggregating approximately $900,000. All equipment that was planned and budgeted has now being installed and is operational. The new equipment provides the Company with a unique opportunity to advance the POET process within the confines of its own lab and advance its timelines toward monetization.

Explanation of Six Months Results for the Six Months Ended June 30, 2014

The losses in the six months ended June 30, 2014 of $4,758,986 as compared to $3,599,769 in the six months ended June 30, 2013 were a result of a few significant factors. The most significant of which was the one time non-cash issuance of 2,000,000 common shares to the University of Connecticut valued at $1,439,898 for the reduction of certain royalty rights in exchange for an investment in the Company. The parties agreed to restructure the payment provisions of the License Agreement by reducing royalty payments to three percent (3%) of amounts received from unaffiliated third parties in respect of the exploitation of the Intellectual Property defined in the License Agreement, in consideration for 2,000,000 common shares of the Company.

The Company did, however, experience a decrease in non-cash stock based compensation of $769,562. The expense decreased from $1,727,894 in the six months ended June 2013 to $958,332 in the six months ended June 2014. Stock option compensation is calculated on the date of the stock option grant and is amortized and expensed in the period that the stock options vest.  Criteria such as stock price at the grant date, and number of stock options granted will

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affect the value of the granted stock and in turn the stock option compensation as this amount is amortized at the stock option vest date.   It is important to note that this non-cash expense is considered an integral part of the Company employing and maintaining highly qualified and competent personnel to reach its goals. For the purposes of clarity and simplicity, the Company reclassified any stock based compensation included in research and development costs to stock-based compensation.

The Company granted 215,000 stock options in the six months ended June 30, 2014 while 2,250,000 were granted in the six months ended June 30, 2013.

General and administrative expenses increased by approximately 3% or $41,700, increasing from $1,265,295 in the six months ended June 2013 to $1,306,995 in the six months ended June 2014. While most items included in this general grouping decreased, wages and benefits increased by $120,482. $100,000 of which was paid to the former CEO in return for a reduction in his compensation and other entitlements.

Research and development increased by $105,685 from $569,465 in the six months ended June 2013 to $675,150 in the six months ended June 2014. The increase was primarily due to the increased wages and benefits resulting from the appointment of the new VP Product Development.  The VP Product Development brings to the Company two distinct experiences: strategic product roadmap definition - addressing server and storage vertical markets; and broad integrated circuit development encompassing analog mixed signal through large digital application specific integrated circuits.

Explanation of Material Variations by Quarter for the Last Eight Quarters

During the quarter ended June 30, 2014, the Company had a one time non-cash issuance of 2,000,000 common shares to the University of Connecticut valued at $1,439,898 for the reduction of certain royalty rights in exchange for an investment in the Company. The parties agreed to restructure the payment provisions of the License Agreement by reducing royalty payments to three percent (3%) of amounts received from unaffiliated third parties in respect of the exploitation of the Intellectual Property defined in the License Agreement, in consideration for 2,000,000 common shares of the Company.

Professional fees decreased from $301,703 in Q1 2014 to $146,057 in Q2 2014. The decrease in professional fees was a result of reduced professional services associated with the filing of Form 20-F with the SEC in an attempt to obtain a registration of the Company’s shares in the United States. Additionally, accounting fees associated with the annual financial statements were incurred in Q1. Accounting fees paid in Q2 were primarily tied to the review and filing of the Form 20-F.

In the quarter ended December 31, 2013, professional fees increased over the previous quarter by approximately $185,329. The increase was due to the additional legal and accounting fees incurred in preparing the Company’s registration statement — Form 20-F for filing with the SEC. The filing of the Form 20-F was the first step in the Company’s plan to attempt to list the Company’s securities on a U.S. exchange. If successful, it is anticipated that this would result in more liquidity for the Company’s shares, access to other capital markets and greater visibility to prospective partners during the process of monetization. There can be no assurances that the Company’s shares will be registered on a U.S. exchange.  Additional legal and other professional costs are required to be incurred to execute on these changes.

In the quarter ended December 31, 2013 research and development increased by approximately $86,000 over the three month period ended September 30, 2013. The increased research and development costs contributed to the Company achieving milestone 6 which is the integration of the complementary inverter, the basis of all on-chip logic.

In the quarter ended September 30, 2013, the Company had a significant increase of $339,375 in the stock option compensation expense. The expense was $1,332,554 as compared to $993,179 in the quarter ended June 30, 2013.  Stock option compensation is calculated on the date of the stock option grant and is amortized and expensed in the period that the stock options vest.   Criteria such as stock price at the grant date, and number of stock options granted will affect the value of the granted stock and in turn the stock option compensation as this amount is amortized at the stock option vest date.

The Company granted 3,380,000 stock options in the quarter versus only 2,250,000 in the quarter ended June 30, 2013.

Research and development costs increased from $256,914 in Q2 2013 to $352,486 in Q3 2013. The Company increased its R&D expenses by $95,572 in an effort to quickly and sustainably monetize POET. The increase in R&D costs has enabled to Company to reach a number of goals as enumerated in the section on Significant Events and Milestones During 2014.

7

In the quarter ending June 30, 2013, the Company disposed of its remaining assets available for sale to a third party in consideration for the assumption of the associated disposal group liabilities relating to its discontinued solar segment. No gain or loss was recorded on the disposal. Also, stock option expenses increased by $258,464 in the quarter over the previous quarter.  Substantially all of the new option grants were to new Board members and to advisors to the SSC which was subsequently dissolved after presenting its report.

In the quarter ending March 31, 2013, the Company’s professional fees and general and administrative expenses were cumulatively $725,121. This amount is $288,466 greater than the previous quarter ended December 31, 2012. The increase was a result of professional fees relating to discontinuing the solar operations, the hiring of a new investor relations firm, salaries and benefits paid to new technical staff engaged to drive the technical development of POET, and severance payments related to redundant staff.

In the quarter ending December 31, 2012, the Company divested itself of a portion of its solar segment. The assets were sold to a third party for $1,000,000. No gain or loss was recorded on the disposition of these assets as the loss was recognized in a prior period.

In the quarter ending September 30, 2012, PTI’s results showed a profit of $382,666 included in discontinued operations through the negotiation of lower payments on some of its accounts payable and the completion of some final sales commitments to customers.  These were the final billings associated with the discontinued solar business.

In the quarter ending June 30, 2012, PTI made the decision not to continue the solar related side of its business.  All assets and operations were reviewed and the Company posted a loss on discontinued operations of $3,480,717. By the end of the year, all losses associated with discontinuing the solar division totaled $4,685,449.

All eight quarters in the table above have been retroactively restated to show the effects of the discontinuation of PTI’s solar business and a change in accounting policy relating to the Company’s treatment of patent registration costs.

Segment Disclosure

The Company and its subsidiary operates in a single segment - the design of semi-conductor products for military and industrial applications. In prior years, the Company had two operating segments, however, in 2012, management made a decision to discontinue one segment. The Company’s operating and reporting segment reflects the management reporting structure of the organization and the manner in which the chief operating decision maker regularly assesses information for decision making purposes, including the allocation of resources. A summary of the Company’s operating segment is below:

ODIS Inc. (“ODIS”)

ODIS develops gallium arsenide-based processes and semi-conductor microchip products having several potential major market applications: infrared sensor arrays for Homeland Security monitoring and imaging along with the unique combination of optical lasers and electronic control circuits on the same microchip for potential applications in various military programs and, potentially telecom for Fibre to The Home. ODIS’ technology also provides the opportunity for higher speed computing capabilities.

The Company operates geographically in the United States and Canada. Geographical information is as follows:

	2014
As of June 30,	US			Canada		Consolidated
Current assets	$	3,635,285		$	9,119,034	$	12,754,319
Property and equipment	850,579			—		850,579
Patents and licenses	175,900			—		175,900
	$	4,661,764		$	9,119,034	$	13,780,798
Six months ended June 30,	US			Canada		Consolidated
General and administration	$	2,074,782		$	1,758,973	$	3,833,755
Research and development	1,095,063			—		1,095,063
Other income	(169,832		)	—		(169,832		)
	$	3,000,013		$	1,758,973	$	4,758,986

8

	2013
As of June 30,	US			Canada		Consolidated
Current assets	$	2,140,044		$	3,409,646	$	5,549,690
Property and equipment	211,095			—		211,095
Patents and licenses	132,075			—		132,075
Construction in progress	673,655			—		673,655
	$	3,156,869		$	3,409,646	$	6,566,515
Six months ended June 30,	US			Canada		Consolidated
General and administration	$	825,262		$	2,196,153	$	3,021,415
Research and development	759,588			—		759,588
Other income	(177,356		)	—		(177,356		)
	$	1,407,494		$	2,196,153	$	3,603,647

Liquidity and Capital Resources

The Company had working capital of $12,515,922 on June 30, 2014 compared to $3,272,349 on December 31, 2013. The increase and maintenance of the higher working capital was due to the $4.5 million dollars of financing completed on February 13, 2014 in addition to the $6.9 million dollars raised through the exercise of stock options and warrants in the period. The Company continues to raise capital through the exercise of stock options and warrants. Between January 1, 2014 and August 13, 2014, the Company received over $8 million dollars from the exercise of stock options and warrants. The Company has no significant operational or capital commitments.

The Company continues to attract the interest of investors who have financially supported the Company and its efforts.

The Company’s balance sheet as at June 30, 2014 has assets with a book value of $13,780,798 (2013 - $4,557,844) of which 93% (2013 - 79%) or $12,754,319 (2013 - $3,528,376) is current and primarily cash of $12,695,936 (2013 - $3,260,967). This liquid and unencumbered balance sheet has allowed a flurry of activity already undertaken and further expected in the year, including but not limited to achieving technical and operational milestones.

Based on current plans and cash utilization the Company believes it has sufficient liquidity to support its operations and technological programs over at least the next 24 months.

The Company is embarking on an aggressive plan of attempting to monetize POET while simultaneously improving shareholder value. The focus therefore is to remain sufficiently capitalized through lean operations.

Related Party Transactions

Compensation to key management personnel were as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2014		2013		2014		2013
Salaries	$	183,006	$	235,831	$	558,660	$	372,231
Share-based payments (1)	171,319		481,901		399,867		647,143
Total	$	354,325	$	717,732	$	958,527	$	1,019,374

(1) Share-based payments are the fair value of options granted to key management personnel and expensed during the year.

During the six months ended June 30, the Company settled $100,000 that was advanced to the former CEO of the Company. The amount was non interest bearing and short-term in nature. The Company settled the amount due from the former CEO in return for a reduction in his compensation and certain other entitlements.

During the three and six months ended June 30, 2014, the Company paid $168,795 and $223,540 (2013 -$39,600 and $96,000) in salary to the executive chairman and CEO.

9

During the three and six months ended June 30, 2014, the Company paid $13,686 and $27,372 (2013 - $25,200 and $50,400) in consulting fees to the vice chairman of the Board.

The Company paid $32,243 and $85,227 in fees and disbursements (2013 - $13,226 and $16,647) to a law firm, of which a director is counsel, for legal services rendered to the Company for the three and six months ended June 30, 2014.

All transactions with related parties have occurred in the normal course of operations and are measured at the exchange amounts, which are the amounts of consideration established and agreed to by the related parties.

Change in Accounting Policy

During the period, the Company made an accounting policy change to capitalize its patent registration costs. The previous accounting policy was to charge all patent registration costs against profit and loss in the year those costs are incurred (see note 2 of the June 30, 2014 financial statements — Patents and licences).

The new accounting policy was adopted in the current period and has been applied retrospectively. Management believes that the change in accounting policy will provide more relevant and reliable information. The Company is developing an intangible process which is increasing the net worth of the Company. Each patent filed, increases the value of the Company. This retrospective change in accounting policy provides more transparent information relating to these assets as they are expected to provide future economic benefits and they can be measured reliably.

The impact of the change in accounting policy on the Consolidated Statement of Operations and Deficit, Consolidated Statement of Comprehensive Loss, Consolidated Statement of Financial Position and Consolidated Statements of Cash Flows is set out below:

Consolidated Statements of Operations and Deficit:

	Three Months Ended			Six Months Ended
	June 30,			June 30,
	2013			2013
Net loss previously reported	$	(1,974,540	)	$	(3,658,388	)
Differences (increasing) decreasing reported net loss
General and administrative expenses	(4,090		)	54,741
Net loss	(1,978,630		)	(3,603,647		)
Deficit beginning of period	(60,774,062		)	(59,149,045		)
Deficit end of period	$	(62,752,692	)	$	(62,752,692	)
Loss per share previously reported	$	(0.01	)	$	(0.03	)
Loss per share as restated	$	(0.01	)	$	(0.03	)
Deficit, previously reported				$	(62,836,640	)
Effects due to change in accounting policy:
Years prior to 2013				29,207
2013				54,741
Net loss				$	(62,752,692	)

Consolidated Statements of Comprehensive Loss:

	Three Months Ended			Six Months Ended
	June 30,			June 30,
	2013			2013
Comprehensive loss previously reported	$	(2,093,575	)	$	(3,894,540	)
Adjustment to net loss due to change in accounting policy	(4,090		)	54,741
Comprehensive loss	$	(2,097,665	)	$	(3,839,799	)

10

Consolidated Statements of Financial Position:

	Balance as previously			Change in
	reported			accounting		Balance as
	December 31, 2013			policy		adjusted
Patents and licenses previously reported, December 31, 2013	$	38,790		$	86,886	$	125,676
Deficit	$	(67,081,588	)	$	86,886	$	(66,994,702	)

Consolidated Statements of Cash Flows:

Patents and licenses that are capitalized are included as part of cash flows from investing activities whereas patent registration costs that are expensed, and amortization of capitalized costs are included as part of cash flows from operating activities. This has resulted in additional cash outflows from investing activities being relating to capitalized patent registration costs of $62,923 for the year period ended June 30, 2013. This has also resulted in a corresponding reduction being reflected in the net cash outflow from operating activities of $62,923. Non-cash operating activities relating to the amortization of patent registration costs increased by $8,183 for the period ended June 30, 2013.

Other Events

Changes to the Board and Executive Team

On February 11, 2014, the Company made the following changes to the Executive Team and the Board:

·Peter Copetti has been named Executive Chairman and interim CEO.

·Leon M. Pierhal has stepped aside as CEO and will continue his role as President and member of the Board. He did not stand for re-election at the Annual General Meeting.

·Mark Benadiba has stepped down as Executive Chairman of the Board and  remained a member of the Board, as Vice Chairman, until he resigned on July 1, 2014.

·On July 7, 2014, the Company announced the appointment of Mr. Ajit Manocha to the Board as Executive Vice Chairman.

Critical Accounting Estimates

Stock-based Compensation

Stock options and warrants awarded to non-employees are accounted for using the fair value of the instrument awarded or service provided, whichever is considered more reliable.  Stock options and warrants awarded to employees are accounted for using the fair value method.  The fair value of such stock options and warrants granted is recognized as an expense on a proportionate basis consistent with the vesting features of each tranche of the grant.  The fair value is calculated using the Black-Scholes option pricing model with assumptions applicable at the date of grant.

Other stock-based payments

The Company accounts for other stock-based payments based on the fair value of the equity instruments issued or service provided, whichever is more reliable.

Cumulative Translation Adjustment

IFRS requires certain gains and losses such as certain exchange gains and losses arising from the translation of the financial statements of a self-sustaining foreign operation to be included in comprehensive income.

Recent Accounting Pronouncements

The Company has considered all other recently issued accounting pronouncements and does not believe the adopting of such pronouncements will have a material impact on its consolidated financial statements.  Please see note 3 of the financial statements for additional information.

Financial Instruments and Risk Management

The Company’s financial instruments consist of cash, accounts receivable, marketable securities, accounts payable and accrued liabilities. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. The Company estimates that the fair value of these instruments approximate the carrying values due to their short term nature.

11

Exchange Rate Risk

The Company is exposed to foreign currency risk with the Canadian dollar.  A 10% change in the Canadian dollar would increase or decrease other comprehensive income by $911,703.  Since the Company’s operations predominantly transact their sales and purchases in their respective domestic currencies, the exposure is reduced.  Therefore, the Company typically does not hedge accounts receivable and accounts payable that are denominated in a foreign currency.

Interest Rate Risk

Short-term investments bear interest at fixed rates, and as such, are subject to interest rate risk resulting from changes in fair value from market fluctuations in interest rates.  The Company does not depend on interest from its investments to fund its operations.

World Economic Risk

Like many other companies, the world economic climate could have an impact on PTI’s business and the business of many of its current and prospective customers. A slump in demand for electronic-based devices, due to a world economic crisis, may impact any anticipated licensing revenue.

Liquidity Risk

PTI predominately relies on equity funding for liquidity to meet current and foreseeable financial requirements.

Market Risk

Market risk arises from the possibility that changes in market prices will affect the value of the financial instruments of the Company. The Company is exposed to fair value fluctuations on its short-term investments and marketable securities. The Company’s other financial instruments (cash, accounts receivable and accounts payable and accrued liabilities) are not subject to market risk, due to the short-term nature of these instruments.

Strategy and Outlook

During 2014, there are a number of projects planned which will address the short-term and long-term growth plans of the Company including, but not limited to the following:

·Continue to expand and develop the POET technology platform.

·Expand the ODIS engineering team with placement of additional team members at the ODIS’ R&D facility.

·Procure additional equipment which may be required for the continuing development and expansion of the POET platform.

·Continue to develop and expand the IP patent portfolio.

·Facilitate the adoption of the POET process into mainstream products by providing ease of access to the platform with initiatives such as the documentation of the TDK’s.

·Actively search out opportunities to monetize POET, bringing maximum value to shareholders.

Outstanding Share Data

Common Shares

As of June 30, 2014 and August 12, 2014, there were 159,629,759 and 163,773,384 respectively, outstanding common shares of the Company.

Stock Options and Warrants

As at June 30, 2014 and August 12, 2014, the Company had 33,189,539 and 32,282,413 respectively, warrants and compensation warrants outstanding to purchase common shares at exercise prices ranging from $0.22 — $1.00

Total stock options outstanding as at June 30, 2014 and August 12, 2014 were 23,667,750 and 22,367,750, priced between $0.22 and $1.68 per common share.

Additional detailed share data information is available the Company’s Notes to Consolidated Financial Statement.

Off-Balance Sheet Arrangements

The Company has not entered into any off-balance sheet arrangements.

12

Key Business Risks and Uncertainties

Dependence Upon Key Personnel — PTI depends on its senior management and technical staff.  If PTI is unable to attract and retain key personnel, it may have a material adverse effect on the Company.  In an effort to manage this risk, the Company is establishing a competitive compensation grid for all staff that includes certain benefits and stock options. The Company will be benchmarking its rates of pay to similar companies and the compensation package that would normally be offered to senior individuals within the industry.

Technology Development — Delays in either technology development or the transition to large scale application of the technology may cause a material adverse effect to the Company.  Technology development in PTI follows a strict path of concept, research, business analysis, design, beta testing and technical implementation.  These milestones are reviewed regularly with the head of technology development to ensure timely completion of the technological milestones.

Financial Liquidity —The Company has not earned profits, so its ability to finance operations is chiefly dependent on equity financings. Since June 2012, the Company has raised over 25 million dollars in equity financing in support of the POET initiative.

Governmental Incentives — Projects that PTI might participate in directly or through ODIS may not be funded due to reductions, changes in timing, and/or the removal of government incentives.  The Company has made a strategic decision to eliminate its use of SBIR grants.

Ability to Reach Profitability — PTI has no history of profitability and may not be able to monetize POET.

Market Acceptance of New Products — ODIS’ POET technology is a new technology which currently does not have an installed base and may not be embraced for use by the semiconductor industry. Branding is a key to creating market acceptance. There is no assurance that these risks can be mitigated through public announcements, demonstrations and advertisements about the competitive advantage of the Company’s high efficiency technology..

Technology Changes — PTI’s technology is highly reliant upon staying ahead of technological changes, particularly in other competing semiconductor processes.  If PTI cannot keep pace, it may have a material adverse effect on the Company. Retaining qualified engineers and scientists has been identified as a key success driver for the Company.  Qualified personnel will continue to ensure that the Company is not only keeping in touch with technological developments but is also implementing these new developments as appropriate.

Major Competitors — PTI may face several competitors before or after it brings its technology to market which could result in the lack of acceptance thereby having a material adverse effect on the Company.  Through research and competitive data, PTI feels that these markets are ready for a new entrant especially with the efficiency of the POET technology.  Staying ahead of the curve with R&D, and consistency in process development and technology transfer will be key to developing, keeping and maintaining industry share.

Additional Information

Additional information relating to the Company is available on SEDAR at www.sedar.com.

13

EX-99.2

Exhibit 99.2

POET

TECHNOLOGIES INC.

Unaudited Consolidated

Financial Statements

6-months ended June 30, 2014

TABLE OF CONTENTS

Notice to Shareholders		2
Consolidated Statement of Financial Position		3
Consolidated Statements of Operation and Deficit		4
Consolidated Statements of Comprehensive Loss		4
Consolidated Statements of Changes in Shareholders’ Equity		5
Consolidated Statements of Cash Flows		6
Notes to Consolidated Financial Statements		7
1.	Description of Business	7
2.	Summary of Significant Accounting Policies	7
3.	Recent Accounting Pronouncements	10
4.	Marketable Securities	10
5.	Property and Equipment	10
6.	Patents and Licenses	11
7.	Accounts Payable and Accrued Liabilities	11
8.	Share Capital	12
9.	Warrants	13
10.	Stock Options and Contributed Surplus	13
11.	Loss Per Share	15
12.	Commitments and Contingencies	15
13.	Related Party Transactions	16
14.	Segmented Information	16
15.	Financial Instruments and Risk Management	18
16.	Capital Management	19
17.	Expenses	19
18.	Reduction of License Fee	20
19.	Accounting Policy Change	20

1

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POET TECHNOLOGIES INC.
Suite 501, 121 Richmond Street WestToronto, Ontario M5H 2K1
Tel: 416-368-9411           Fax: 416-861-0749
http://www.poet-technologies.com

NOTICE TO SHAREHOLDERS

FOR THE SIX MONTHS ENDED JUNE 30, 2014

(Unaudited and Expressed in US Dollars)

POET TECHNOLOGIES INC.

Auditors’ involvement

The auditors of POET Technologies Inc. have not performed a review of the condensed unaudited consolidated financial statements for the three and six months ended June 30, 2014 and June 30, 2013.

The accompanying notes are an integral part of these consolidated financial statements.

2

POET TECHNOLOGIES INC.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Expressed in US Dollars)

				(Audited)
	June 30,			December 31,
	2014			2013
Assets
Current
Cash	$	12,695,936		$	3,260,967
Prepaids and other current assets	58,383			267,012
Marketable securities (Note 4)	—			397
	12,754,319			3,528,376
Property and equipment (Note 5)	850,579			903,792
Patents and licenses (Note 6 and 19)	175,900			125,676
	$	13,780,798		$	4,557,844
Liabilities
Current
Accounts payable and accrued liabilities (Notes 7)	$	238,397		$	256,027
	238,397			256,027
Shareholders’ Equity
Share capital (Note 8(b))	54,774,284			42,911,455
Warrants (Note 9)	9,219,509			8,135,590
Contributed surplus (Note 10)	21,171,573			20,261,067
Accumulated other comprehensive income	130,723			(11,593		)
Deficit (Note 19)	(71,753,688		)	(66,994,702		)
	13,542,401			4,301,817
	$	13,780,798		$	4,557,844

Commitments and contingencies (Note 12)

On behalf of the Board of Directors

/s/ Peter Copetti	/s/ John F. O’Donnell
Director	Director

The accompanying notes are an integral part of these consolidated financial statements.

3

POET TECHNOLOGIES INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT

(Expressed in US Dollars)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2014			2013			2014			2013
Costs and expenses (Note 17)
General and administration	2,410,980			1,714,564			3,833,755			3,021,415
Research and development	613,001			350,335			1,095,063			759,588
	3,023,981			2,064,899			4,928,818			3,781,003
Loss before the following	(3,023,981		)	(2,064,899		)	(4,928,818		)	(3,781,003		)
Other income (Note 2)	85,204			86,269			169,832			177,356
Net loss	(2,938,777		)	(1,978,630		)	(4,758,986		)	(3,603,647		)
Deficit, beginning of period	(68,814,911		)	(60,774,062		)	(66,994,702		)	(59,149,045		)
Net loss	(2,938,777		)	(1,978,630		)	(4,758,986		)	(3,603,647		)
Deficit, end of period	$	(71,753,688	)	$	(62,752,692	)	$	(71,753,688	)	$	(62,752,692	)
Basic and diluted loss per share (Note 11)	$	(0.02	)	$	(0.01	)	$	(0.03	)	$	(0.03	)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Expressed in US Dollars)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2014			2013			2014			2013
Net loss	$	(2,938,777	)	$	(1,978,630	)	$	(4,758,986	)	$	(3,603,647	)
Other comprehensive (loss) income - net of income taxes Exchange differences on translating foreign operations	291,200			(119,035		)	142,316			(236,152		)
Comprehensive loss	$	(2,647,577	)	$	(2,097,665	)	$	(4,616,670	)	$	(3,839,799	)

The accompanying notes are an integral part of these consolidated financial statements.

4

POET TECHNOLOGIES INC.

(Expressed in US Dollars)

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

For the Six Months Ended June 30,	2014			2013
Share Capital
Beginning balance	$	42,911,455		$	40,225,401
Shares issued for reduction of license fee	1,439,898			—
Funds from the exercise of warrants and compensation warrants	6,881,285			37,111
Fair value of warrants and compensation warrants exercised	3,063,038			23,387
Funds from the exercise of stock options	63,450			100,542
Fair value of stock options exercised	47,826			79,693
Funds from private placements	4,546,000			7,189,200
Fair value of warrants and compensation warrants issued	(4,146,957		)	(4,308,292		)
Share issue costs	(31,711		)	(529,222		)
June 30,	54,774,284			42,817,820
Warrants
Beginning balance	8,135,590			3,850,685
Fair value of warrants and compensation warrants issued	4,146,957			4,308,292
Fair value of warrants and compensation warrants exercised	(3,063,038		)	(23,387		)
June 30,	9,219,509			8,135,590
Contributed Surplus
Beginning balance	20,261,067			16,361,282
Stock-based compensation	958,332			1,727,894
Fair value of stock options exercised	(47,826		)	(79,693		)
June 30,	21,171,573			18,009,483
Accumulated Other comprehensive income
Beginning balance	(11,593		)	243,829
Other comprehensive (loss) income attributable to common shareholders	142,316			(236,152		)
June 30,	130,723			7,677
Deficit
Beginning balance	(66,994,702		)	(59,149,045		)
Net loss	(4,758,986		)	(3,603,647		)
June 30,	(71,753,688		)	(62,752,692		)
Total shareholders’ equity	$	13,542,401		$	6,217,878

The accompanying notes are an integral part of these consolidated financial statements.

5

POET TECHNOLOGIES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in US Dollars)

For the Six Months Ended June 30,	2014			2013
CASH (USED IN) PROVIDED BY:
OPERATING ACTIVITIES
Net loss	$	(4,758,986	)	$	(3,603,647	)
Adjustments for:
Depreciation of property and equipment	100,684			12,728
Amortization of patents and licenses	8,861			10,278
Shares issued for reduction of license fee (Note 18)	1,439,898			—
Product warranty	—			74,101
Stock-based compensation (Note 10)	958,332			1,727,894
	(2,251,211		)	(1,778,646		)
Net change in non-cash working capital accounts:
Accounts and other receivable	—			(120,527		)
Prepaid and other current assets	209,026			155,205
Accounts payable and accrued liabilities	(17,631		)	9,494
Cash flow from operating activities	(2,059,816		)	(1,734,474		)
INVESTING ACTIVITIES
Construction in progress	—			(673,655		)
Purchase of property and equipment	(47,470		)	(197,153		)
Purchase of patents and licenses	(59,085		)	(62,923		)
Cash flow from investing activities	(106,555		)	(933,731		)
FINANCING ACTIVITIES
Issue of common shares for cash, net of issue costs (Note 8)	11,459,024			6,797,531
Cash flow from financing activities	11,459,024			6,797,531
EFFECT OF EXCHANGE RATE CHANGES ON CASH	142,316			(236,152		)
NET CHANGE IN CASH	9,434,969			3,893,174
CASH AND CASH EQUIVALENT, beginning of period	3,260,967			1,435,762
CASH AND CASH EQUIVALENT, end of period	$	12,695,936		$	5,328,936

The accompanying notes are an integral part of these consolidated financial statements.

6

POET TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

1.DESCRIPTION OF BUSINESS

POET Technologies Inc. is incorporated in the Province of Ontario. POET Technologies Inc. and ODIS Inc. (“ODIS”), a subsidiary of Opel Solar Inc., (collectively, the “Company”) develops and markets optical laser and infrared detection using planar opto electronic technology (“POET”). Opel Solar Inc. is a wholly owned subsidiary of POET Technologies Inc. The Company continues to develop the technology to produce a monolithic, integrated opto electronic microchip. The Company’s head office is located at 121 Richmond Street West, Suite 501, Toronto, Ontario, Canada M5H 2K1. These condensed unaudited consolidated financial statements of the Company were approved Board of Directors of the Company on August 12, 2014.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These condensed unaudited consolidated financial statements of the Company and its subsidiaries were prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).

These condensed unaudited interim consolidated financial statements do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated audited financial statements for the year ended December 31, 2013.

The preparation of financial statements in accordance with IAS 34 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed below:

Basis of presentation

These consolidated financial statements include the accounts of POET Technologies Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated on consolidation.

Foreign currency translation

These consolidated financial statements are presented in U.S. dollars (“USD”), which is the Company’s presentation currency.

Items included in the financial statements of each of the Company’s subsidiaries are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities not denominated in the functional currency of an entity are recognized in the statement of operations and deficit.

Assets and liabilities of entities with functional currencies other than USD are translated into the presentation currency at the year end rates of exchange, and the results of their operations are translated at average rates of exchange for the year. The resulting translation adjustments are included in accumulated other comprehensive income in shareholders’ equity. Additionally, foreign exchange gains and losses related to certain intercompany loans that are permanent in nature are included in accumulated other comprehensive income.

7

POET TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Financial Instruments

Financial instruments are required to be classified as one of the following: held-to-maturity; loans and receivables, fair value through profit or loss; available-for-sale or other financial liabilities.

The Company’s financial instruments include cash, accounts and other receivable, accounts payable and accrued liabilities. The Company designated its cash as fair value through profit or loss, its accounts and other receivable as loans and receivables, and its accounts payable and accrued liabilities as other financial liabilities.

Fair value through profit or loss financial assets are measured at fair value with gains and losses recognized in operations. Financial assets, loans and receivables and other financial liabilities are measured at amortized cost. Available-for-sale financial assets are measured at fair value with unrealized gains and losses recognized in other comprehensive income .

Fair value of a financial instrument is the amount of consideration that would be agreed upon in an arm’s length transaction between knowledgeable, willing parties who are under no compulsion to act. The fair value of a financial instrument on initial recognition is the transaction price, which is the fair value of the consideration given or received. Subsequent to initial recognition, the fair value of a financial instrument that is quoted in active markets is based on the bid price for a financial asset held and the offer price for a financial liability. When an independent price is not available, fair value is determined by using a valuation methodology which refers to observable market data. Such a valuation technique includes comparisons with a similar financial instrument where an observable market price exists, discounted cash flow analysis, option pricing models and other valuation techniques commonly used by market participants. If no reliable estimate can be made, the Company measures the financial instrument at cost less impairment as a last resort.

Property and equipment

Property and equipment are recorded at cost. Depreciation is calculated based on the estimated useful life of the asset using the following rates:

New
Machinery and equipment	Straight Line, 5 years
Office equipment	Straight Line, 5 years

Patents and licenses

Patents and licenses are recorded at cost and amortized on a straight line basis over their estimated useful lives. Ongoing maintenance costs are expensed as incurred. The expiry of the patents and licenses range from 6 - 12 years (See note 19).

Impairment of long-lived assets

The Company’s tangible and intangible assets are reviewed for indications of impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be recoverable. An assessment is made at each reporting date whether there is any indication that an asset may be impaired.

8

POET TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

An impairment loss is recognized when the carrying amount of an asset exceeds its recoverable amount. Impairment losses are recognized in profit and loss for the year. The recoverable amount is the greater of the asset’s fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit  (“CGU”) to which the asset belongs.

An impairment loss is reversed if there is an indication that there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. The Company has not recorded an impairment loss in 2014 or 2013.

Income taxes

The Company follows the liability method of accounting for income taxes. Under this method, deferred income taxes are provided on differences between the financial reporting and income tax bases of assets and liabilities and on income tax losses available to be carried forward to future years for tax purposes. Deferred income taxes are measured using the substantively enacted tax rates and laws which are expected to be in effect when the differences are expected to reverse. Valuation allowances are provided to reduce deferred income tax assets to the amount expected to be realized.

Government grants - Other Income

Government grants received exclusively from the Department of Defense of the United States of America and NASA, relating to research and development, are recognized as other income, net, based on the agreed upon milestones of the projects. Other income earned on government grants in 2014 was $169,832 (2013 -  $177,356).

Research and development costs

Research costs are expensed in the year incurred. Development costs are also expensed in the year incurred unless the Company believes a development project meets IFRS criteria as set out in IAS 38, Intangible Assets,  for deferral and amortization.

Stock-based compensation

Stock options and warrants awarded to non employees are accounted for using the fair value of the instrument awarded or service provided whichever is considered more reliable. Stock options and warrants awarded to employees are accounted for using the fair value method. The fair value of such stock options and warrants granted is recognized as an expense on a proportionate basis consistent with the vesting features of each tranche of the grant. The fair value is calculated using the Black-Scholes option pricing model with assumptions applicable at the date of grant.

Loss per share

Basic loss per share is calculated by dividing net loss by the weighted average number of common shares outstanding during the year. Diluted loss per share is calculated by dividing net loss by the weighted average number of common shares outstanding during the year after giving effect to potentially dilutive financial instruments. The dilutive effect of stock options and warrants is determined using the treasury stock method.

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POET TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The following new accounting policy was adopted on January 1, 2014:

Financial instruments

IAS 32,  Financial Instruments; Offsetting Financial Assets and Financial Liabilities

The amendment provides further clarification on the application of the offsetting requirements. The adoption of this pronouncement did not have an impact on the Company’s consolidated financial statements.

3.RECENT ACCOUNTING PRONOUNCEMENTS

The following is a summary of recent accounting pronouncements that may affect the Company.

(i)Financial instruments

IFRS 9, Financial Instruments, replaces IAS 39, Financial Instruments: Recognition and Measurement. The new standard requires entities to classify financial assets as being measured either at amortized cost or fair value depending on the business model and contractual cash flow characteristics of the asset. For financial liabilities, IFRS 9 requires an entity choosing to measure a liability at fair value to present the portion of the change in its fair value due to change in the entity’s own credit risk in the other comprehensive income rather than in the statement of profit or loss. The new standard applies to annual years beginning on or after January 1, 2015.

4.MARKETABLE SECURITIES

Marketable securities consist of small investments in three companies carrying a market value of nil as of June 30, 2014 and $397 as of December 31, 2013.

5.PROPERTY AND EQUIPMENT

	Machinery and		Office
	equipment		equipment		Total
Cost
Balance, January 1, 2013	$	27,500	$	2,335	$	29,835
Additions	931,449		6,411		937,860
Balance, December 31, 2013	958,949		8,746		967,695
Additions	23,835		23,635		47,470
Balance, June 30, 2014	982,784		32,381		1,015,165
Accumulated Depreciation
Balance, January 1, 2013	2,750		415		3,165
Depreciation for the year	59,250		1,488		60,738
Balance, December 31, 2013	62,000		1,903		63,903
Depreciation for the period	97,657		3,026		100,683
Balance, June 30, 2014	159,657		4,929		164,586
Carrying Amounts
At December 31, 2013	$	896,949	$	6,843	$	903,792
At June 30, 2014	$	823,127	$	27,452	$	850,579

10

POET TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

6.PATENTS AND LICENSES

Cost
Balance, January 1, 2013	$	103,229
Additions	62,923
Balance, December 31, 2013	166,152
Additions	59,085
Balance, June 30, 2014	225,237
Accumulated Depreciation
Balance, January 1, 2013	27,679
Amortization/impairment	12,797
Balance, December 31, 2013	40,476
Amortization	8,861
Balance, June 30, 2014	49,337
Carrying Amounts
At December 31, 2013	$	125,676
At June 30, 2014	$	175,900

See note 19 for explanation on a change in accounting policy relating to patents and licenses.

7.ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	June 30,		December 31,
	2014		2013
Trade payable	$	105,166	$	94,824
Payroll related liabilities	133,231		89,243
Accrued liabilities	—		71,960
	$	238,397	$	256,027

11

POET TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

8.SHARE CAPITAL

(a)AUTHORIZED

Unlimited number of common shares

1 Special voting share

(b)COMMON SHARES ISSUED

	Number of
	Shares	Amount
Balance, January 1, 2013	117,528,615	$	40,225,401
Shares issued on the exercise of stock options	607,500	152,502
Fair value of stock options exercised	—	121,368
Shares issued on private placement	14,400,000	7,189,200
Fair value of warrants and compensation warrants issued	—	(4,308,292		)
Share issue costs	—	(529,222		)
Shares issued on the exercise of warrants and compensation warrants	140,000	37,111
Fair value of warrants exercised	—	23,387
Balance, December 31, 2013	132,676,115	42,911,455
Shares issued on the exercise of warrants and compensation warrants	16,981,337	6,881,285
Fair value of warrants and compensation warrants exercised	—	3,063,038
Shares issued on the exercise of stock options	280,000	63,450
Fair value of stock options exercised	—	47,826
Shares issued on private placements	7,692,307	4,546,000
Fair value of warrants and compensation warrants issued	—	(4,146,957		)
Shares issued for reduction of license fee	2,000,000	1,439,898
Share issue costs	—	(31,711		)
Balance, June 30, 2014	159,629,759	$	54,774,284

On February 13, 2014, the Company completed a $4,546,000 (CAD $5,000,000) private placement financing. The financing consisted of 7,692,307 units at a price of $0.59 (CAD $0.65) per unit. Each unit comprises one common share and one common share purchase warrant. One warrant allows the holder to acquire one common share of the Company at an exercise price of $0.91 (CAD $1.00) per share for a period of 2 years.  No commission was payable with respect to this financing. The Company paid a finders fee of $31,711 (CAD $35,000).

The fair value of the warrants was estimated using the Black-scholes option pricing model with the following assumptions: dividend yield of 0%, interest rate of 1.017%, volatility of 92.22% and estimated life of 2 years. The estimated fair value assigned to the warrants was $4,146,957.

12

POET TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

9.WARRANTS

The following table reflects the continuity of warrants:

	Average Exercise		Number of		Historical
	Price		Warrants		Fair value
Balance, January 1, 2013	$	0.33	26,778,569		$	3,850,685
Warrants issued	0.75		14,400,000		3,825,178
Compensation warrants issued	0.50		1,440,000		483,114
Exercised	0.17		(140,000	)	(23,387		)
Balance, December 31, 2013	0.48		42,478,569		8,135,590
Warrants issued	0.91		7,692,307		4,146,957
Exercised	0.41		(16,981,337	)	(3,063,038		)
Balance, June 30, 2014	$	0.62	33,189,539		$	9,219,509

As at June 30, 2014 the following warrants were outstanding:

	Number	Historical	Exercise
	of Warrants	Fair Value ($)	Price ($)	Expiry Date
	156,000	33,674	0.29	July 21, 2014
	1,642,348	216,687	0.34	June 8, 2015
	731,544	96,431	0.34	June 22, 2015
	1,332,000	179,119	0.34	July 31, 2015
	1,355,039	185,125	0.34	September 7, 2015
	5,325,000	738,140	0.34	September 13, 2015
	2,348,000	322,654	0.35	September 27, 2015
	10,196,000	2,708,439	0.75	February 14, 2015
	7,503,807	4,045,404	0.91	February 13, 2016
Compensation warrants	38,040	6,659	0.22	June 22, 2016
Compensation warrants	45,000	8,024	0.22	July 31, 2016
Compensation warrants	46,111	8,353	0.22	September 7, 2016
Compensation warrants	536,900	98,681	0.22	September 13, 2016
Compensation warrants	500,000	91,102	0.22	September 27, 2016
Compensation warrants	1,433,750	481,017	0.50	February 14, 2016
	33,189,539	9,219,509	0.62

These warrants were issued in Canadian dollars and are exercisable at prices ranging from $0.23 CAD and $1.00 CAD.

10.STOCK OPTIONS AND CONTRIBUTED SURPLUS

Stock Options

On June 21, 2013, shareholders of the Company approved amendments to the Company’s fixed 20% stock option plan (as amended, referred to as the “2013 Plan”). Under the 2013 Plan, the board of directors may grant options to acquire common shares of the Company to qualified directors, officers, employees and consultants. The 2013 Plan provides that the number of common shares issuable pursuant to options granted under the 2013 Plan and pursuant to other previously granted options is limited to 26,475,000 (the “Number Reserved”). Any subsequent increase in the Number Reserved must be approved by shareholders of the Company and cannot exceed 20% of the number of issued and outstanding shares. Options granted under the 2013 Plan generally vest 25% immediately and 25% every six months from the date of issue, however, the directors may, at their discretion, specify a different vesting period.

13

POET TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

10.STOCK OPTIONS AND CONTRIBUTED SURPLUS (Continued)

Stock option transactions and the number of stock options outstanding were as follows:

			Weighted average
	Number of		Exercise
	Options		Price
Balance, January 1, 2013	17,602,750		$	0.35
Expired/cancelled	(572,500	)	0.53
Exercised	(607,500	)	0.25
Granted	7,310,000		0.46
Balance, December 31, 2013	23,732,750		0.38
Exercised	(280,000	)	0.22
Granted	215,000		1.31
Balance, June 30, 2014	23,667,750		$	0.38

During the period, the Company granted 215,000 (2013 - 2,250,000) stock options to officers, employees and consultants of the Company to purchase common shares at an average price of 1.33 (2013 - $0.46) per share. The share price on the date of grant was $1.33 (2013 - $0.53).

During the period, the Company recorded stock-based compensation of $958,332 (2013 - $1,727,894) relating to stock options that vested during the period.

The stock options granted were valued using the Black-Scholes option pricing model using the following assumptions;

	2014		2013
Weighted average risk-free interest rate	1.82	%	1.54	%
Weighted average dividend yield	0	%	0	%
Weighted average volatility	102	%	115	%
Weighted average estimated life	5.13 years		5 years

The underlying expected volatility was determined by reference to the Company’s historical share price movements, its dividend policy and dividend yield and past experience relating to the expected life of granted stock options.

The weighted average remaining contractual life and weighted average exercise price of options outstanding and of options exercisable as at June 30, 2014 are as follows:

Options Outstanding				Options Exercisable
				Weighted
		Weighted		Average		Weighted
		Average		Remaining		Average
Exercise	Number	Exercise		Contractual	Number	Exercise
Range	Outstanding	Price		Life (years)	Exercisable	Price
$0.11 - $0.25	6,555,000	$	0.22	3.70	6,555,000	$	0.22
$0.28 - $0.31	721,250	$	0.27	3.93	721,250	$	0.27
$0.34 - $0.37	892,500	$	0.33	6.14	892,500	$	0.33
$0.38 - $0.86	15,084,000	$	0.45	3.98	11,954,000	$	0.45
$0.87 - $1.21	415,000	$	1.28	6.86	200,000	$	1.20
	23,667,750	$	0.38	4.02	20,322,750	$	0.35

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POET TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

10.STOCK OPTIONS AND CONTRIBUTED SURPLUS (Continued)

Contributed Surplus

The following table reflects the continuity of contributed surplus:

	Amount
Balance, January 1, 2013	$	16,361,282
Stock-based compensation	4,021,153
Fair value of stock options exercised	(121,368		)
Fair value of expired warrants	—
Balance, December 31, 2013	20,261,067
Stock-based compensation	958,332
Fair value of stock options expired	(47,826		)
Balance, June 30, 2014	$	21,171,573

11.LOSS PER SHARE

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2014			2013			2014			2013
Numerator
Net loss	$	(2,938,777	)	$	(1,978,630	)	$	(4,758,986	)	$	(3,603,647	)
Denominator
Weighted average number of common shares outstanding	157,608,068			132,474,865			148,728,474			128,738,362
Weighted average number of common shares outstanding - diluted	157,608,068			132,474,865			148,728,474			128,738,362
Basic and diluted loss per share	$	(0.02	)	$	(0.01	)	$	(0.03	)	$	(0.03	)

The effect on the net loss in 2014 and 2013 of the shares to be issued on exercise of common share purchase options, warrants, compensation warrants is not reflected as they are anti-dilutive.

12.COMMITMENTS AND CONTINGENCIES

The Company has an operating lease for office and research facilities expiring June 30, 2015.

Rent expense under these leases was $31,109 and $63,109 for the three and six months ended June 30, 2014 (2013 - $31,554 and $56,301).

Remaining minimum annual rental payments to the lease expiration dates are as follows:

2014	$	65,795
2015	32,897
	$	98,692

15

POET TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

13.RELATED PARTY TRANSACTIONS

Compensation to key management personnel were as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2014		2013		2014		2013
Salaries	$	183,006	$	235,831	$	558,660	$	372,231
Share-based payments (1)	171,319		481,901		399,867		647,143
Total	$	354,325	$	717,732	$	958,527	$	1,019,374

(1) Share-based payments are the fair value of options granted to key management personnel and expensed during the year.

During the six ended June 30, 2014, the Company settled $100,000 that was advanced to the former CEO of the Company. The amount was non interest bearing and short-term in nature. The Company settled the amount due from the former CEO in return for a reduction in his compensation and certain other entitlements.

During the three and six months ended June 30, 2014, the Company paid $168,795 and $223,540 (2013 -$39,600 and $96,000) in salary to the executive chairman and CEO.

During the three and six months ended June 30, 2014, the Company paid $13,686 and $27,372 (2013 - $25,200 and $50,400) in consulting fees to the vice chairman of the Board.

The Company paid $32,243 and $85,227 in fees and disbursements (2013 - $13,226 and $16,647) to a law firm, of which a director is counsel, for legal services rendered to the Company for the three and six months ended June 30, 2014.

All transactions with related parties have occurred in the normal course of operations and are measured at the exchange amounts, which are the amounts of consideration established and agreed to by the related parties.

14.SEGMENT INFORMATION

The Company and its subsidiary operates in a single segment; the design of semi-conductor products for military and industrial applications. The Company’s operating and reporting segment reflects the management reporting structure of the organization and the manner in which the chief operating decision maker regularly assesses information for decision making purposes, including the allocation of resources. A summary of the Company’s operating segment is below:

ODIS Inc. (“ODIS”)

ODIS develops the technology to produce a monolithic, integrated opto electronic microchip having several potential major market applications: infrared sensor arrays for Homeland Security monitoring and imaging along with the unique combination of optical lasers, and electronic control circuits on the same microchip for potential applications in various military programs and potentially telecom for Fibre to The Home. ODIS’ technology also provides the opportunity for higher speed computing capabilities.

16

POET TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

14.SEGMENT INFORMATION (Continued)

The Company operates geographically in the United States and Canada. Geographical information is as follows:

	2014
As of June 30,	US		Canada		Consolidated
Current assets	$	3,635,285	$	9,119,034	$	12,754,319
Property and equipment	850,579		—		850,579
Patents and licenses	175,900		—		175,900
	$	4,661,764	$	9,119,034	$	13,780,798

Six months ended June 30,	US			Canada		Consolidated
General and administration	$	2,074,782		$	1,758,973	$	3,833,755
Research and development	1,095,063			—		1,095,063
Other income	(169,832		)	—		(169,832		)
	$	3,000,013		$	1,758,973	$	4,758,986

	2013
As of June 30,	US		Canada		Consolidated
Current assets	$	2,140,044	$	3,409,646	$	5,549,690
Property and equipment	211,095		—		211,095
Patents and licenses	132,075		—		132,075
Construction in progress	673,655		—		673,655
	$	3,156,869	$	3,409,646	$	6,566,515

Six months ended June 30,	US			Canada		Consolidated
General and administration	$	825,262		$	2,196,153	$	3,021,415
Research and development	759,588			—		759,588
Other income	(177,356		)	—		(177,356		)
	$	1,407,494		$	2,196,153	$	3,603,647

17

POET TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

15.FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Company’s financial instruments consist of cash, short-term investments, accounts and other receivable, marketable securities, accounts payable and accrued liabilities and customer deposits.  Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.  The Company estimates that the fair value of these instruments  approximate the carrying values due to their short term nature.

The Company has classified financial assets as follows:

	June 30,		December 31,
	2014		2013
Fair value through profit or loss, measured at fair value:
Cash	$	12,695,936	$	3,260,967
Available-for-sale, measured at fair value:
Marketable securities	—		397
	$	12,695,936	$	3,261,364

Financial instruments recorded at fair value on the balance sheet are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1 - valuation based on quoted prices (unadjusted) observed in active markets for identical assets or liabilities.

Level 2 - valuation techniques based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly.

Level 3 - valuation techniques based on inputs for the asset or liability that are not based on observable market data.

Cash was determined using level 1 inputs.

Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of  accounts and other receivables. The Company has accounts and other receivables from a governmental agency in North America. While economic factors can affect credit risk, the Company manages risk by providing credit terms on a case by case basis. The Company has never experienced any significant instances of non-payment from its customers.

Exchange Rate Risk

The functional currency of each of the entities included in the accompanying consolidated financial statements is the local currency where the entity is domiciled. Functional currencies include the US and Canadian dollar. Most transactions are conducted in functional currencies. As such, none of the entities included in the consolidated financial statements engage in hedging activities. The Company is exposed to a foreign currency risk with the Canadian dollar.  A 10% change in the Canadian dollar would increase or decrease other comprehensive income  by $911,703.

Liquidity Risk

The Company currently does not maintain credit facilities. The Company’s existing cash and cash resources are considered sufficient to fund operating and investing activities over the next twelve months.

18

POET TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

15.FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Continued)

Market Risk

Market risk arises from the possibility that changes in market prices will affect the value of the financial instruments of the Company. The Company is exposed to fair value fluctuations on its short-term investments and marketable securities. The Company’s other financial instruments (cash, cash equivalents, accounts and other receivable and accounts payable and accrued liabilities) are not subject to market risk, due to the short-term nature of these instruments.

16.CAPITAL MANAGEMENT

In the management of capital, the Company includes shareholders equity (excluding accumulated other comprehensive income, deficit and non controlling interest) and cash. The components of capital on June 30, 2014 were:

Cash	$	12,695,936
Shareholders equity	$	85,165,366

The Company’s objective in managing capital is to ensure that financial flexibility is present to increase shareholder value through growth and responding to changes in economic and/or market conditions; to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business and to safeguard the Company’s ability to obtain financing should the need arise.

In maintaining its capital, the Company has a strict investment policy which includes investing its surplus capital only in highly liquid, highly rated financial instruments.

The Company reviews its capital management approach on an ongoing basis.  There were no changes in the Company’s approach to capital management during the year.

17.EXPENSES

Research and development costs can be analysed as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2014		2013		2014		2013
Wages and benefits	$	288,583	$	171,409	$	466,686	$	332,704
Subcontract fees	50,090		55,000		158,180		182,964
Stock-based compensation	250,153		93,421		419,913		190,123
Supplies	24,175		30,505		50,284		53,797
	$	613,001	$	350,335	$	1,095,063	$	759,588

General and administrative costs can be analysed as follows:

Stock-based compensation	$	118,405	$	899,758	$	538,419	$	1,537,771
Wages and benefits	366,368		232,509		717,517		483,689
Professional fees	146,057		128,758		447,760		205,621
Management and consulting fees	65,084		121,594		165,300		270,019
General expenses	187,116		284,663		345,012		445,197
Rent	37,776		37,102		79,166		66,390
Depreciation and amortization	50,276		10,180		100,683		12,728
Shares issued for reduction of license fee	1,439,898		—		1,439,898		—
	$	2,410,980	$	1,714,564	$	3,833,755	$	3,021,415

19

POET TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

18.REDUCTION OF LICENSE FEE

The University of Connecticut agreed to convert certain royalty rights into a significant investment in the Company.  The parties agreed to restructure the payment provisions of the License Agreement by reducing royalty payments to three percent (3%) of amounts received from unaffiliated third parties in respect of the exploitation of the Intellectual Property defined in the License Agreement, in consideration for 2,000,000 common shares of the Company. The common shares were valued at $1,439,898 (CAD $1,580,000). The market value of shares were determined using the quoted market price of the stock on the date of the agreement between the Company and the University of Connecticut.

19.ACCOUNTING POLICY CHANGE

During the period, the Company made an accounting policy change to capitalize its patent registration costs. The previous accounting policy was to charge all patent registration costs against profit and loss in the year those costs are incurred (see note 2).

The new accounting policy was adopted in the current period and has been applied retrospectively. Management believes that the change in accounting policy will provide more relevant and reliable information. The Company is developing an intangible process which is increasing the net worth of the Company. Each patent filed, increases the value of the Company. This retrospective change in accounting policy provides more transparent information relating to these assets as they are expected to provide future economic benefits and they can be measured reliably.

The impact of the change in accounting policy on the Consolidated Statement of Operations and Deficit, Consolidated Statement of Comprehensive Loss, Consolidated Statement of Financial Position and Consolidated Statements of Cash Flows is set out below:

Consolidated Statements of Operations and Deficit:

	Three Months Ended			Six Months Ended
	June 30,			June 30,
	2013			2013
Net loss previously reported	$	(1,974,540	)	$	(3,658,388	)
Differences (increasing) decreasing reported net loss
General and administrative expenses	(4,090		)	54,741
Net loss	(1,978,630		)	(3,603,647		)
Deficit beginning of period	(60,774,062		)	(59,149,045		)
Deficit end of period	$	(62,752,692	)	$	(62,752,692	)
Loss per share previously reported	$	(0.01	)	$	(0.03	)
Loss per share as restated	$	(0.01	)	$	(0.03	)
Deficit, previously reported				$	(62,836,640	)
Effects due to change in accounting policy:
Years prior to 2013				29,207
2013				54,741
Net loss				$	(62,752,692	)

20

POET TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

19.ACCOUNTING POLICY CHANGE (Continued)

Consolidated Statements of Comprehensive Loss:

	Three Months Ended			Six Months Ended
	June 30,			June 30,
	2013			2013
Comprehensive loss previously reported	$	(2,093,575	)	$	(3,894,540	)
Adjustment to net loss due to change in accounting policy	(4,090		)	54,741
Comprehensive loss	$	(2,097,665	)	$	(3,839,799	)

Consolidated Statements of Financial Position:

	Balance as previously			Change in
	reported			accounting		Balance as
	December 31, 2013			policy		adjusted
Patents and licenses previously reported, December 31, 2013	$	38,790		$	86,886	$	125,676
Deficit	$	(67,081,588	)	$	86,886	$	(66,994,702	)

Consolidated Statements of Cash Flows:

Patents and licenses that are capitalized are included as part of cash flows from investing activities whereas patent registration costs that are expensed, and amortization of capitalized costs are included as part of cash flows from operating activities. This has resulted in additional cash outflows from investing activities being relating to capitalized patent registration costs of $62,923 for the year period ended June 30, 2013. This has also resulted in a corresponding reduction being reflected in the net cash outflow from operating activities of $62,923. Non-cash operating activities relating to the amortization of patent registration costs increased by  $8,183 for the period ended June 30, 2013.

21

EX-99.3

Exhibit 99.3

FORM 52-109FV2

CERTIFICATION OF INTERIM FILINGS

VENTURE ISSUER BASIC CERTIFICATE

I, Peter Copetti, Chief Executive Officer of POET Technologies Inc. (formerly OPEL Technologies Inc.), certify the following:

1. Review: I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of POET Technologies Inc. (the “issuer”) for the interim period ended June 30th, 2014.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: August 12th, 2014

/s/ Peter Copetti

Peter Copetti

Chief Executive Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

i)controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

EX-99.4

Exhibit 99.4

FORM 52-109FV2

CERTIFICATION OF INTERIM FILINGS

VENTURE ISSUER BASIC CERTIFICATE

I, Kevin Barnes, Chief Financial Officer of POET Technologies Inc. (formerly OPEL Technologies Inc.), certify the following:

1. Review: I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of POET Technologies Inc. (the “issuer”) for the interim period ended June 30th, 2014.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: August 12th, 2014

/s/ Kevin Barnes

Kevin Barnes

Chief Financial Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

i)controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.