UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________________
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 8)
_______________________________________________
Sequans Communications S.A.
(Name of Issuer)
Ordinary shares, nominal value €0.02
(Title of Class of Securities)
817323108
(CUSIP Number)
Brett Hendrickson
2305 Cedar Springs Rd., Suite 420
Dallas, TX 75201
(972) 590-4100
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October 5, 2020
(Date of Event Which Requires Filing of This Statement)
_______________________________________________
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following
box. ☒
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of
the Securities Exchange Act of 1934 (“Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act.
CUSIP No. 817323108
CUSIP No. 817323108
Amendment No. 8 to Schedule 13D
This Amendment No. 8 (“Amendment No. 8”) to the
Schedule 13D (the “Schedule 13D”) is being filed on behalf
of Nokomis Capital, L.L.C., a Texas limited liability company
(“Nokomis Capital”), and Mr. Brett Hendrickson, the
principal of Nokomis Capital, relating to Ordinary shares, nominal
value €0.02, represented by American Depositary Shares (the
“Common Stock”), of Sequans Communications S.A., a société
anonyme incorporated in the French Republic (the
“Issuer”).
This Schedule 13D relates to securities of the Issuer purchased by
Nokomis Capital on behalf of the accounts of certain private funds
(collectively, the “Nokomis Accounts”). Nokomis Capital
serves as the investment adviser to the Nokomis Accounts and may
direct the vote and dispose of the 13,020,777 shares of Common
Stock held by the Nokomis Accounts or which the Nokomis Accounts
have a right to acquire. As the principal of Nokomis Capital,
Mr. Hendrickson may direct the vote and disposition of the
13,020,777 shares of Common Stock held by the Nokomis Accounts or
which the Nokomis Accounts have a right to acquire.
Capitalized terms used herein and not otherwise defined in this
Amendment No. 8 have the meanings set forth in the Schedule
13D, as amended. Information given in response to each item shall
be deemed incorporated by reference in all other items, as
applicable.
Item 3 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
As of October 6, 2020, the Nokomis Accounts had invested
approximately $44,241,677.37 (inclusive of brokerage commissions)
in the Common Stock of the Issuer, warrants, and Convertible Notes.
The source of these funds was the working capital of the Nokomis
Accounts.
Item 4 of the Schedule 13D is hereby amended and supplemented by
the addition of the following:
The Reporting Persons hold an aggregate par value of $38,407,446.83
of the Convertible Notes, which contain a blocker provision that
prohibits the conversion of the Convertible Notes by the Reporting
Persons so as to not exceed 9.99% beneficial ownership of the
number of outstanding shares of Common Stock of the Issuer at any
time (the “Beneficial Ownership Limitation”). On
October 5, 2020, the Nokomis Account holding the Convertible Notes
entered into a waiver agreement (the “Waiver”) with the
Issuer pursuant to which the Nokomis Account, and each affiliate
and each member of a group, as defined in Rule 13d-5 of the
Securities Exchange Act of 1934, as amended (the “Nokomis
Parties”), irrevocably waived any ability to increase the
Beneficial Ownership Limitation in excess of 9.99% of the Common
Stock outstanding while any Nokomis Party holds or beneficially
owns such Convertible Notes.
The foregoing description of the Waiver does not purport to be
complete and is qualified in its entirety by reference to the full
text of the Waiver, which is filed as Exhibit 99.1 and is
incorporated herein by reference.
Consistent with their investment purpose, the Reporting Persons
generally intend to dispose of some or all of the Common Stock
beneficially owned by them after the date hereof, subject to market
conditions and other factors.
The Reporting Persons intend to review their investment in the
Issuer on a continuing basis and may from time to time and at any
time in the future depending on various factors, including, without
limitation, the outcome of any discussions with directors and
officers of the Issuer, the Issuer’s financial position and
strategic direction, actions taken by the Board, price levels of
the Issuer’s securities, other investment opportunities available
to the Reporting Persons, conditions in the securities market and
general economic and industry conditions, take such actions with
respect to the investment in the Issuer as they deem appropriate.
These actions may include: (i) acquiring additional shares of
Common Stock and/or other equity, debt, notes, other securities, or
derivative or other instruments that are based upon or relate to
the value of securities of the Issuer (collectively, “Securities”)
in the open market or otherwise; (ii) disposing of any or all
of their Securities in the open market or otherwise;
(iii) engaging in any hedging or similar transactions with
respect to the Securities; or (iv) proposing or considering
one or more of the actions described in subsections
(a) through (j) of Item 4 of Schedule 13D.
Item 5 of this Schedule 13D is hereby amended and restated in its
entirety as follows:
(a) The aggregate percentage of Common Stock reported to be
beneficially owned by the Reporting Persons is based upon the sum
of (i) 121,248,640 shares of Common Stock outstanding as of October
5, 2020, based on information received from the Issuer, and (ii)
1,800,000 shares of Common Stock receivable by the Reporting
Persons upon exercise of the warrants, and (iii) 7,289,469, the
number of shares of Common Stock receivable by the Reporting
Persons upon conversion of the amount of the Convertible Notes
presently convertible by the Reporting Persons.
Nokomis Capital, as the investment adviser of the Nokomis Accounts,
may be deemed to beneficially own the 13,020,777 shares of Common
Stock held by the Nokomis Accounts or which the Nokomis Accounts
have a right to acquire, representing approximately 9.99% of the
issued and outstanding shares of Common Stock of the Issuer. This
amount consists of (i) 3,931,308 shares of Common Stock, and (ii)
1,800,000 shares of Common Stock receivable by the Reporting
Persons upon exercise of the warrants, and (iii) 7,289,469 shares
of Common Stock receivable by the Reporting Persons upon conversion
of the amount of the Convertible Notes presently convertible by the
Reporting Persons. The Reporting Persons also hold 19,908,806
shares of Common Stock receivable upon the conversion of the
Convertible Notes, which are not currently convertible due to the
Beneficial Ownership Limitation. Any increase in the number
of shares of Common Stock reported as beneficially owned by the
Reporting Persons from the amount reported in the previous Schedule
13D amendment is solely reflective of an increase in the number of
shares of Common Stock outstanding and the consequent additional
amount of shares of Common Stock receivable upon the conversion of
the Convertible Notes due to the effect of the Beneficial Ownership
Limitation.
In addition, Mr. Hendrickson, as principal of Nokomis Capital,
the investment adviser of the Nokomis Accounts, may also be deemed
to beneficially own the 13,020,777 shares of Common Stock held by
the Nokomis Accounts or which the Nokomis Accounts have a right to
acquire, representing approximately 9.99% of the issued and
outstanding shares of Common Stock of the Issuer.
(b) Nokomis Capital and Mr. Hendrickson each has the shared
power to vote and dispose of the Common Stock held by the Nokomis
Accounts or which the Nokomis Accounts have a right to acquire
reported in this Schedule 13D, as amended.
The filing of this Schedule 13D, as amended, shall not be construed
as an admission that Nokomis Capital or Mr. Hendrickson is,
for the purposes of Section 13(d) or 13(g) of the Securities
Exchange Act of 1934, as amended, or otherwise, the beneficial
owner of any of the 13,020,777 shares of Common Stock held by the
Nokomis Accounts or which the Nokomis Accounts have a right to
acquire. Pursuant to Rule 13d-4, Nokomis Capital and
Mr. Hendrickson disclaim all such beneficial ownership.
(c) Except as set forth on Schedule A attached hereto, there
have been no transactions in the Common Stock of the Issuer during
the 60 days prior to the date hereof by any of the Reporting
Persons. The information set forth on Schedule A is incorporated
herein by reference.
(d) No person other than the Reporting Persons is known to have the
right to receive, or the power to direct the receipt of dividends
from, or proceeds from the sale of, the Common Stock.
(e) Not applicable.
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ITEM 6.
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CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
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