Aiming to become the global leader in chip-scale photonic solutions by deploying Optical Interposer technology to enable the seamless integration of electronics and photonics for a broad range of vertical market applications

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Message: NASDAQ listing requirements

Greetings all,

I think it is important to keep in mind that the company has, in their SEC filings, publicly said they intend to have Poet shares trade on the OTCBB. This statement is made in their 20-F filing on page 56, as shown below:

C. Markets

The Company’s common shares trade on the TSXV in Canada under the symbol “PTK”. The Company’s common shares also trade on the OTCQX International Marketplace under the symbol “POETF”.

We currently plan to apply to have our common shares quoted on the Over the Counter Bulletin Board (“OTCBB”) maintained by the Financial Industry Regulatory Authority (“FINRA”) upon the effectiveness of this registration statement. We cannot provide our investors with any assurance that our common shares will be traded on the OTCBB, or, if traded, that a public market in the U.S. will materialize. Further, the OTCBB is not a listing service or exchange, but is instead a dealer quotation service for subscribing members. If our common shares are not quoted on the OTCBB or if a public market in the U.S. for our common shares does not develop, then investors in the United States may have difficulty reselling our common shares.

However, that is not to say that they can't try to list on the NASDAQ sometime thereafter. A NASDAQ listing, even on the more junior Capital Markets tier, would be more prestigious and would offer significantly higher liquidity than the OTC markets would provide. It would also allow more players in the US to purchase shares and provide better exposure (a lot of money won't touch anything trading on the OTC markets).

With respect to the listing requirements, I thought I would make the following clarifications with respect to the required share price. A company can qualify for the alternate closing price requirements if it meets one of three requirements, one of which is that you have a 2 year operating history and net tangible assets of $2M. The calculation of net tangible assets is based on your last audited financial statements, which were just released, and based on those, PTK would qualify for having more than $2M in net tangible assets. So the alternative closing prices can be used for initial listing.

The 90 consecutive trading day requirement is only applicable if your are meeting ONLY the Market Value standard. However, provided you can meet more than one standard; for example, the Market Value and the Equity standards, then you can use the lower closing price requirement ($2.00 per share) but not have to have the shares trade at or above that price for 90 consecutive days. This can be referenced from the full NASDAQ listing guide, with the appropriate paragraph shown here:

(a) Initial Listing Requirements for Primary Equity Securities:

(1) (A) Minimum bid price of $4 per share; or

(B) Minimum closing price of $3 per share, if the Company meets the requirements of the Equity or Net Income Standards under Rules 5505(b)(1) or (b)(3), or of $2 per share, if the Company meets the requirements of the Market Value of Listed Securities Standard under Rule 5505(b)(2), provided that in either case the Company must also demonstrate that it has net tangible assets (i.e., total assets less intangible assets and liabilities) in excess of $2 million, if the issuer has been in continuous operation for at least three years; or net tangible assets in excess of $5 million, if the issuer has been in continuous operation for less than three years; or average revenue of at least $6 million for the last three years. A security must meet the applicable closing price requirement for at least five consecutive business days prior to approval.

For purposes of this paragraph (B), net tangible assets or average revenues must be demonstrated on the Company's most recently filed audited financial statements filed with, and satisfying the requirements of, the Commission or Other Regulatory Authority, and which are dated less than 15 months prior to the date of listing.

Now, for the purposes of the initial listing requirements, when calculating shareholder equity, they use your most recently submitted financials statements (provided those statements meet US standards). For PTK right now, that would be the FY2013 audited financials. Based on those statements, PTK would not qualify for either the Market Value or Equity standards, because shareholder equity is lower than the minimum required ($5M for Equity standard, $4M for Market Value standard). Keep in mind that althougth the company reported shareholder equity of about $4.2M, this is in Canadian dollars and the US equivalent ($3.8M) is below the required level.

The next expected financials statements would be in May for fiscal Q1 2014. These would be expected to reflect the recent $5M in capital raised in the private placement, which would significantly boost the company's assets and hence shareholder equity. Assuming the burn rate stays consistent with previous quarters and didn't get out of hand between Jan - March, the company WOULD be expected to report shareholder equity in excess of $5M USD on the Q1 2014 statements and therefore they would meet the shareholder equity requirements for both the Equity and Market Value standards. Thus, provided the s/p for PTK has made it up past $2.00 by that time, and provided they are able to bring together a few more things (like arranging for the required number of market makers, etc.), they could very well be able to apply for listing on the NASDAQ Capital Market and not have to wait for 90 days with respect to the share price having to trade at or above $2.00. So perhaps a NASDAQ listing could be in the cards then by say early to mid July (considering the listing process itself is about 5 - 6 weeks).

There are of course other requirements as well (related to BOD composition, corporate governance, etc) but those should be doable. And don't forget that the JOBS act passed in 2012 allows for companies to expedite their listing on a stock exchange by giving them a grace period to meet some of these other requirements. So a NASDAQ listing by say mid summer time is possible provided the share price continues to climb (and the strength being shown right now would indicate that is very possible).

Poet trading on the NASDAQ would be a major step forward for the company and could bring a healthy climb in share price on its own as it opens the door to many more US buyers to take positions.

All IMHO of course, based on my current understanding on the listing process.

Respectfully,

BUMBLEBEE

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