Sequans Communications S.A. (NYSE: SQNS), (“Sequans” or the “Company”), a leading developer and provider of 5G and 4G chips and modules for IoT devices, today announced that the underwriter of the previously announced public secondary offering of American Depositary Shares (the “ADSs”) by Nokomis Capital Master Fund, L.P. (“Nokomis”) has exercised its over-allotment option (the “Option”) in full to purchase 379,494 additional ADSs for gross proceeds to Sequans of $2.09 million. Each ADS represents four ordinary shares of the Company, nominal value €0.02 per share The Option exercise closed on December 14, 2020. After the completion of the underwritten public secondary offering, including the over-allotment option, Sequans’ current total ADSs outstanding are 33,239,788.
The 2,529,961 ADSs offered by Nokomis in the secondary offering, which closed on December 10, 2020, were issued pursuant the conversion of $12.4 million in principal and accrued paid-in-kind interest of Sequans’ convertible notes, including one extra year of paid-in-kind interest, an incentive for converting prior to April 2022, as provided in the March 2020 amendments to the note agreements. After the closing of this secondary offering, Nokomis beneficially owns 9.9% of Sequans outstanding ADSs as a result of outstanding shares that it currently owns and convertible notes it continues to hold with conversion prices ranging from $4.12 to $6.80, which takes into account that the notes contain a blocker provision prohibiting ownership above 9.9%.
“We were pleased to facilitate this secondary offering,” said Georges Karam, CEO of Sequans. “We reduced our debt and strengthened our balance sheet as a result of the conversion of the notes issued in April 2016 and May 2019 ahead of maturity.”
Pursuant to an underwriting agreement dated December 7, 2020, B. Riley Securities, Inc. acted as the underwriter of the secondary offering. For more information regarding the offering, please refer to the prospectus supplement filed on December 8, 2020. The ADSs were offered pursuant to a shelf registration statement on Form F-3 (File No. 333-250122), including a base prospectus, previously filed with, and subsequently declared effective, by the SEC on November 24, 2020.
About Sequans Communications
Sequans Communications S.A. (NYSE: SQNS) is a leading developer and provider of 5G and 4G chips and modules for IoT devices. For 5G/4G massive IoT applications, Sequans provides a comprehensive product portfolio based on its flagship Monarch LTE-M/NB-IoT and Calliope Cat 1 chip platforms, featuring industry-leading low power consumption, a large set of integrated functionalities, and global deployment capability. For 5G/4G broadband and critical IoT applications, Sequans offers a product portfolio based on its Cassiopeia 4G Cat 4/Cat 6 and high-end Taurus 5G chip platforms, optimized for low-cost residential, enterprise, and industrial applications. Founded in 2003, Sequans is based in Paris, France with additional offices in the United States, United Kingdom, Finland, Israel, Hong Kong, Singapore, Taiwan, South Korea, and China.