Follow-On Underwritten Public Offering of
4,854,369 ADSs
On May 11, 2020, Sequans Communications S.A. (the Company) entered into an underwriting
agreement (the Underwriting Agreement) with B. Riley FBR, Inc. and the several other underwriters named in Schedule I thereto (the Underwriters), relating to an underwritten public offering of 4,854,369 American
Depositary Shares (the ADSs), each representing four ordinary shares, nominal value 0.02 per share, of the Company. The offering price to the public is $5.15 per ADS, and the Underwriters have agreed to purchase the
ADSs pursuant to the Underwriting Agreement at a price of $4.841 per ADS. Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an
additional 728,155 ADSs. The offering was completed on May 14, 2020.
The net proceeds to the Company are expected to be
approximately $23.1 million (approximately $26.5 million if the underwriters exercise the over-allotment option in full), 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 were offered and sold pursuant to the Companys
effective shelf registration statement on Form F-3 (No. 333-221919), which was previously filed with the Securities and Exchange Commission (the SEC) on December 6, 2017 and declared
effective by the SEC on December 22, 2017, and a prospectus supplement filed with the SEC on May 11, 2020 and accompanying base prospectus dated December 22, 2017.
The Underwriting Agreement contains customary representations, warranties, and agreements by the Company, and customary conditions to closing,
indemnification obligations of the Company and the Underwriters, 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 90 days following the offering without the prior written consent of the Underwriters.
The Underwriting Agreement is attached hereto as Exhibit 1.1 to provide investors and security holders with information regarding its terms
and is incorporated herein by reference. 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.
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, Herrington & Sutcliffe (Europe) LLP relating to the ordinary shares represented by the ADSs is attached hereto as Exhibit 5.1. The
Company issued press releases on May 11, 2020 and May 12, 2020 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.
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