6-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K/A

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2016

Commission File Number: 000-55135

POET TECHNOLOGIES INC.
(Translation of registrant’s name into English)

120 Eglinton Avenue East, Ste. 1107
Toronto, Ontario
M4P 1E2, Canada
(Address of principal executive office)

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 [   ]

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):

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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):

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR. 

EXPLANATORY NOTE

This report on Form 6-K/A is being filed to amend and restate the report on Form 6-K dated as of October 12, 2016, including the exhibits thereto, and to incorporate this report on Form 6-K/A, including the exhibits hereto, into the previously filed Registration Statement of POET Technologies Inc. on Form F-10 (File No. 333-213422).

INCORPORATION BY REFERENCE

This report on Form 6-K/A and the exhibits hereto shall be deemed to be incorporated by reference as exhibits to the Registration Statement of POET Technologies Inc. on Form F-10 (File No. 333-213422) and to be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

SIGNATURES

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.

Dated: October 12, 2016

POET TECHNOLOGIES INC.

By: /s/ John F. O’Donnell                         

Name: John F. O’Donnell

Title: Director and Corporate Secretary

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release, dated October 12, 2016
99.2	Equity offering road show presentation, dated October 2016

EX-99.1

EXHIBIT 99.1

POET Technologies Announces Proposed Public Offering of Common Stock

SAN JOSE, Calif., Oct. 12, 2016 (GLOBE NEWSWIRE) -- POET Technologies Inc. (the “Company” or “POET”) (OTCQX:POETF) (TSX Venture:PTK), a developer of opto-electronics fabrication processes for the semiconductor industry, today announced that it intends to offer newly issued shares of common stock, along with warrants to purchase common stock, in an underwritten public offering. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

The Company intends to use the net proceeds from the offering for general corporate purposes, which may include, among other things, increasing working capital, further product and sales development, as well as potential business or intellectual property acquisitions in support of strategic growth.

Rodman & Renshaw (a unit of H.C. Wainwright & Co., LLC) is acting as lead book-running manager for the offering (and as sole underwriter in the United States) and Cormark Securities Inc. is acting as lead manager for the offering in Canada. IBK Capital Corp. is acting as co-manager for the offering in Canada.

The offering is being conducted pursuant to a short-form base shelf prospectus (the prospectus) previously filed and receipted with the Ontario Securities Commission (OSC) and a registration statement (which includes the prospectus) filed with the United States Securities and Exchange Commission (the SEC). Prospective investors should read in its entirety the prospectus (and the applicable prospectus supplement when filed) and the other documents that POET has filed on SEDAR and with the SEC for more complete information about the Company and the offering. A preliminary prospectus supplement (and any marketing materials) relating to the offering will be filed and will be available free of charge on the SEDAR website at www.sedar.com, on the SEC’s website at www.sec.gov and on the Company’s website at www.poet-technologies.com. The offering will be made only by means of the prospectus and the applicable prospectus supplement. When available, electronic copies of the preliminary prospectus supplement and the accompanying prospectus may also be obtained from the offices of H.C. Wainwright & Co., LLC at 430 Park Avenue, 4th Floor, New York, New York 10022 or by emailing placements@hcwco.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction or to any person in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offers will be made, nor any orders accepted from any person in the United States which does not qualify as an “institutional investor” under the securities laws and regulations of their state of residence. In Canada, both institutional and retail orders may be accepted, subject to availability.

The Company also released an updated investor presentation highlighting its go-to-market strategy. This investor presentation can be accessed via the Investor Relations section of POET’s website at http://www.poet-technologies.com/presentations-and-events.html. Furthermore, the Company will report its third quarter 2016 results by the last week of November as well as provide a general business update and outlook.

About POET Technologies Inc.
POET (Planar Opto-Electronic Technology) is a developer of opto-electronics and Photonic fabrication processes and products. Photonics integration is fundamental to increasing functional scaling and lowering the cost of current Photonic solutions. POET believes that its advanced opto-electronics process platform enables substantial improvements in energy efficiency, component cost and size in the production of smart optical components, the engines driving applications ranging from data centers to consumer products to military applications. Silicon Valley-based POET’s patented module-on-a-chip process, which integrates digital, high-speed analog and optical devices on the same chip, is designed to serve as an industry standard for smart optical components. More information may be obtained at www.poet-technologies.com.

ON BEHALF OF THE BOARD OF DIRECTORS
(signed) “John F. O’Donnell”, Secretary

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

For further information on the offering:
H.C. Wainwright & Co.
E: placements@hcwco.com

Shareholder Contact:
Shelton Group
Brett L. Perry
P: +1-214-272-0070
Leanne K. Sievers
P: +1-949-224-3874
E: sheltonir@sheltongroup.com

EX-99.2

EXHIBIT 99.2