UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2016
Commission File Number: 001-35135
Sequans
Communications S.A.
(Translation of Registrants name into English)
15-55 boulevard Charles de Gaulle
92700 Colombes, France
Telephone : +33 1 70 72 16 00
(Address of Principal Executive Office)
Indicate by check mark whether
the registrant files or will file annual reports under cover of
Form 20-F
or
Form 40-F:
Form 20-F
x
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): Yes
¨
No
x
Note:
Regulation S-T
Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted
solely to provide an attached annual report to security holders.
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): Yes
¨
No
x
Note:
Regulation S-T Rule 101(b)(7) only permits the submission in paper of a
Form 6-K
if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated,
domiciled or legally organized (the registrants home country), or under the rules of the home country exchange on which the registrants securities are traded, as long as the report or other document is not a press release, is
not required to be and has not been distributed to the registrants security holders, and, if discussing a material event, has already been the subject of a
Form 6-K
submission or other Commission
filing on EDGAR.
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: Yes
¨
No
x
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
82-
.
Exhibits 1.1, 5.1, 99.1 and 99.2 to this report, furnished on
Form 6-K,
shall be incorporated by reference
into each of the following Registration Statements under the Securities Act of 1933, as amended, of the registrant:
Form S-8
(File Nos. 333-177919, 333-180487, 333-187611, 333-194903 and 333-203539)
and
Form F-3
(File No. 333-198758).
EXPLANATORY NOTE
On September 15, 2016, Sequans Communications S.A. (the Company) entered into an underwriting agreement (the
Underwriting Agreement) with Canaccord Genuity Inc. (the Representative) (the Underwriter), relating to an underwritten public offering of 15,151,520 American Depositary Shares (the ADSs), each
representing one ordinary share, nominal value 0.02 per share, of the Company. The offering price to the public is $1.65 per ADS, and the Underwriter has agreed to purchase the ADSs pursuant to the Underwriting Agreement at a price
of $1.557 per ADS. Under the terms of the Underwriting Agreement, the Company granted the Underwriter a 30-day option to purchase up to an additional 2,272,728 ADSs.
The net proceeds to the Company are expected to be approximately $22.9 million, after deducting underwriting discounts and estimated offering
expenses payable by the Company. The Company intends to use the net proceeds from the offering for general corporate purposes.
The ADSs
will be issued pursuant to the Companys effective shelf registration statement on Form F-3 (No. 333-198758), which was previously filed with the Securities and Exchange Commission (the SEC) on September 15, 2014 and
declared effective by the SEC on September 29, 2014, and a prospectus supplement filed with the SEC on September 15, 2016 and accompanying base prospectus dated September 29, 2014. The closing of the offering is expected to take place
on September 20, 2016, subject to the satisfaction of customary closing conditions.
The Underwriting Agreement contains customary
representations, warranties, and agreements by the Company, and customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other
obligations of the parties, and termination provisions.
Pursuant to the Underwriting Agreement, the Company agreed, subject to certain
exceptions, not to offer, issue or sell any ADSs or ordinary shares or securities convertible into or exercisable or exchangeable for ADSs or ordinary shares for a period of ninety (90) days following the offering without the prior written
consent of the Underwriter.
The Underwriting Agreement has been attached hereto as an exhibit to provide investors and security holders
with information regarding its terms. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of the
Underwriting Agreement and as of specific dates, were solely for the benefit of the parties to the Underwriting Agreement, and may be subject to limitations agreed upon by the contracting parties.
A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing
description of the material terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit. A copy of the legal opinion and consent of Orrick Rambaud Martel relating to the
ordinary shares represented by the ADSs is attached hereto as Exhibit 5.1. The Company issued press releases on September 14, 2016 and September 15, 2016 announcing the launch and pricing of the public offering. These press
releases are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.
2
SIGNATURES
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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SEQUANS COMMUNICATIONS S.A.
(Registrant)
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Date: September 19, 2016
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By:
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/s/ Deborah Choate
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Deborah Choate
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Chief Financial Officer
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EXHIBIT INDEX
The following exhibits are filed as part of this Form 6-K:
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Exhibit
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Description
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1.1
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Underwriting Agreement dated September 15, 2016
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5.1
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Opinion of Orrick Rambaud Martel
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99.1
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Press release dated September 14, 2016
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99.2
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Press release dated September 15, 2016
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