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: Management Discussion

Most of this stuff is par for the course. However a few things found on page 31 I find a little concerning and I realize the company needs to state this for regulatory reasons but spooks me a little

At the present time we have executed a non-binding Letter of Intent (LOI) for the DenseLight sale and are in the process of negotiating definitive agreements. We cannot guarantee that we will reach a final agreement and any material renegotiation of the terms represented in the LOI may result in significant write-offs, including those related to goodwill and other intangible assets, which may have a material adverse effect on our results of operations and financial position. The negotiation process itself is a diversion of management’s attention from other business concerns, which also may have a material adverse effect on the business. If we do not reach agreement with the current potential buyer, we have committed to seek other buyers as part of our “fab-light” strategy, which would be a time-consuming process that may continue to divert management’s attention from other business concerns and which we cannot guarantee would be successful. If we are not successful in selling DenseLight or if there is material delay in the sale or a substantial reduction in the price at which it can be sold, then our financial position and cash flows will be adversely affected, we may have to repay any borrowings on the secured credit facility (see next two risk factors) or absorb a substantial increase in interest cost, and may not be able to sustain operations at their current levels or at all. Plus.

If we do not sign the definitive agreements for any reason, we are unable to secure shareholder or exchange approval for the sale, the closing of the transaction is significantly delayed beyond the established target dates, or the transaction is terminated for any reason, we may not have sufficient cash to continue operations for a period of time that would allow us to find an alternative buyer.

Facts are facts. But POET is letting the buyer know they have the upper hand, in a sense.Not sure they would'nt use this to some degree as a bargaining chip. 

I am also concerned about the protection of intellectual propery.

We cannot guarantee that the measures we have taken to protect POET’s intellectual property in the Optical Interposer while performing development activities at our DenseLight facility have been effective or that some or all of the proprietary information and know-how on which the Optical Interposer is based has not been learned by the engineers working on Optical Interposer related projects. Following divestment, we will have little or no control over any leakage of such proprietary information or know-how either within or outside the DenseLight operation. In addition, we anticipate engaging with DenseLight to complete certain development projects, which will further expose our intellectual property to parties that we cannot control. Further, we cannot guarantee that DenseLight or any other third-party that we rely on to perform development, manufacturing, packaging or testing services will perform as expected and produce the devices we will need to grow our Optical Interposer business.

Just anxious.I will feel better as things materialize soon. I didnt think this report would offer much new information but this caught my attention.

 

Don

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