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 January, 2016

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.

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

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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.

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Exhibit 99.1

FORM 51-102F3

MATERIAL CHANGE REPORT

ITEM 1.NAME AND ADDRESS OF COMPANY

POET Technologies Inc. (the “Company”)
121 Richmond Street West, Suite 501
Toronto, Ontario M5H 2K1

ITEM 2.DATE OF MATERIAL CHANGE

January 12, 2016

ITEM 3.NEWS RELEASE

A News Release was issued on January 12, 2016

ITEM 4.SUMMARY OF MATERIAL CHANGE

The Company announced a multi-year development and production supply agreement with EpiWorks Inc.

ITEM 5.FULL DESCRIPTION OF MATERIAL CHANGE

See attached news release in Schedule “A”.

ITEM 6.RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102

Not applicable.

ITEM 7.OMITTED INFORMATION

No information has been omitted on the basis that it is confidential information.

ITEM 8.EXECUTIVE OFFICER

Contact:Michel J. Lafrance, Secretary
Telephone:(416) 368-9411

ITEM 9.DATE OF REPORT

Dated at Toronto, Ontario this 12th of January 2016.