POET Technologies Class Action Lawsuit – POET

Introduction

A securities class action lawsuit has been filed against POET Technologies Inc. (NASDAQ: POET), its CEO Suresh Venkatesan, and CFO Thomas Mika on behalf of investors who purchased POET securities between April 1, 2026 and 8:57 AM ET on April 27, 2026. The complaint alleges defendants made materially false and misleading statements regarding the company's tax classification as a passive foreign investment company and its CFO's breach of a confidentiality agreement with Marvell Semiconductor Inc. When the truth emerged through a Wolfpack Research report and the subsequent cancellation of all purchase orders from Celestial AI (now owned by Marvell), POET shares suffered two sharp declines, falling 8.08% on April 14, 2026 and an additional 47.3% on April 27, 2026, causing significant losses to investors.

Company Profile

POET Technologies Inc. is a Canadian-incorporated design and development company offering photonic integrated packaging solutions based on its proprietary POET Optical Interposer platform. The company's technology allows the integration of electronic and photonic devices onto a single chip using wafer-level semiconductor manufacturing techniques, targeting high-growth areas in communications, computing, and artificial intelligence infrastructure. POET's common stock trades on the NASDAQ Capital Market under the ticker symbol POET.

Class Period

April 1, 2026 – 8:57 AM ET on April 27, 2026, inclusive.

Investors who purchased or acquired POET Technologies Inc. (POET) securities during the Class Period may be entitled to seek recovery under the federal securities laws.

Allegations

The complaint alleges that throughout the Class Period, POET Technologies and its senior executives made materially false and misleading statements on two fronts: the company's passive foreign investment company status and CFO Thomas Mika's public disclosures about the company's relationship with Marvell and Celestial AI. These misrepresentations allegedly concealed material risks to POET's valuation and business prospects from investors who relied on the company's public statements.

On March 31, 2026, POET filed its 2025 Annual Report on Form 20-F, which included certifications signed by both Venkatesan and Mika under the Sarbanes-Oxley Act. The annual report contained a risk disclosure acknowledging the company might be treated as a PFIC for the year ended December 31, 2025. According to the complaint, this disclosure materially understated the likelihood that POET would be deemed a PFIC and failed to warn investors of the practical consequences. Specifically, the complaint alleges that PFIC classification would subject U.S. shareholders to onerous tax reporting requirements and punitive tax treatment, making POET a significantly less attractive investment and threatening the company's valuation.

On April 21, 2026, after a short-seller report had already raised the PFIC issue, Defendant Mika appeared in a public interview on Stocktwits where he discussed POET's business relationship with Celestial AI, now a subsidiary of Marvell. According to the complaint, when asked whether POET was under a nondisclosure agreement with a hyperscaler, Mika stated he was in NDAs with "suppliers to hyperscalers" rather than directly with Marvell. The complaint alleged that this characterization was materially false and misleading. Mika then proceeded to discuss specific details about POET's supply relationship with Celestial AI, including that the company had an invoice from Celestial AI and intended to ship product against it, with some shipments expected the following quarter. The complaint alleges these public statements were made in breach of confidentiality obligations to Marvell, a fact Mika knew or recklessly disregarded, and that he failed to disclose the risk that such disclosures could result in termination of the business relationship.

The complaint further alleges defendants knew or recklessly disregarded that the PFIC tax classification would make POET a less attractive investment if discovered, and that Mika's public discussion of confidential business arrangements endangered the company's commercial relationship with one of its key customers. Together, these omissions and misstatements allegedly caused POET's stock price to be artificially inflated during the Class Period.

The Truth Emerges

The truth began to surface on April 14, 2026, when Wolfpack Research published a report alleging that POET was "an obvious stock promote" and that the company qualified as a passive foreign investment company under U.S. tax law. Wolfpack's analysis, which it stated was corroborated by multiple tax experts, detailed the severe compliance implications for U.S. shareholders, including the requirement to file special forms annually, pay ordinary income tax rates on both realized and unrealized gains, and face punitive compounding interest for failure to comply. One expert quoted in the report described POET's PFIC status as "obvious." The following day, April 15, 2026, POET effectively confirmed the PFIC classification by issuing a statement announcing it would make information available for U.S. shareholders to make a "QEF" election to mitigate adverse tax consequences, and Mika stated the board intended to redomicile the company in the United States to eliminate future PFIC risk.

The second and more damaging disclosure came on April 27, 2026, before the market opened at 8:58 AM ET, when POET announced the cancellation of all purchase orders from Celestial AI. The press release revealed that Marvell Semiconductor Inc. had provided written notice of the cancellation on April 23, 2026, stating that POET had made disclosures of information related to the purchase order and shipping details "in contravention of its confidentiality obligations." This directly contradicted Mika's April 21 interview statements and confirmed the complaint's allegation that his public disclosures had breached a confidentiality agreement with Marvell, with devastating commercial consequences for the company.

Market Reaction

The Wolfpack Research report triggered an immediate market response on April 14, 2026, with POET stock falling $0.59 per share, or 8.08%, to close at $6.71. The more severe impact came on April 27, 2026, when the announcement of the Celestial AI purchase order cancellation sent POET shares plunging $7.15 per share, or 47.3%, to close at $7.95. The combined disclosures wiped out substantial shareholder value as the market absorbed the dual reality that POET's PFIC status made it a less attractive investment for U.S. shareholders and that the CFO's breach of confidentiality obligations had cost the company its relationship with a key customer.

Next Steps

●       Lead Plaintiff Deadline: June 29, 2026

●       The Court will issue its order for lead plaintiff and counsel in the weeks after submissions are due.

●       The Court will then consider motion for class certification.

●       The Court will later consider a motion to dismiss.

Disclaimer: This shareholder alert is for informational purposes only and does not constitute legal advice. Consult a qualified attorney for personalized guidance. No specific outcomes are guaranteed.

Check Eligibility