PARIS, March 11, 2022 /PRNewswire/ -- Sequans
Communications S.A. (NYSE: SQNS), (the "Company" or "Sequans"), a
leading developer and provider of 5G and
4G chips and modules for IoT devices, today announced the
pricing of an underwritten public offering of
6,666,667 American Depositary Shares (the "ADSs"),
representing 26,666,668 ordinary shares, at a price of $3.00 per ADS, in an underwritten public offering
under an effective shelf registration statement filed with the
Securities and Exchange Commission (the "SEC"). The Company has
also granted to the underwriters a 30-day option to acquire an
additional 1,000,000 ADSs to cover overallotments, if any, in
connection with the offering. After deducting the underwriting
discount and estimated offering expenses payable by the Company,
the Company expects to receive net proceeds of approximately
$18.2 million, assuming no exercise
of the overallotment option. The Company intends to use the net
proceeds from the offering for general corporate purposes. The
offering is expected to close on March 15,
2022, subject to customary closing conditions.
B. Riley Securities, Inc. is acting as the sole book-running
manager of the offering, and Roth Capital Partners is acting as the
lead manager.
The ADSs described above are being offered by Sequans 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. The ADSs may be offered only
by means of a prospectus. A preliminary prospectus supplement and
accompanying base prospectus relating to the offering was filed
with the SEC on March 10, 2022and a
final prospectus supplement and accompanying base prospectus
relating to the offering will be filed with the SEC and will be
available on the SEC's website at www.sec.gov. Copies of the final
prospectus supplement and accompanying base prospectus relating to
this offering may also be obtained, when available, by contacting
B. Riley Securities, Inc., Attention: Prospectus Department, 1300
17th St. North, Ste. 1300, Arlington,
VA 22209, or by email at prospectuses@brileyfin.com, or by
telephone at (703) 312-9580. Before you invest, you should read the
final prospectus supplement and the accompanying base prospectus
and other documents Sequans has filed or will file with the SEC for
more complete information about Sequans and the offering.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described
herein, nor shall there be any sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
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, Israel, Hong
Kong, Singapore,
Sweden, Taiwan, South
Korea, and China.
Forward-Looking Statements
This press release contains forward-looking statements (within
the meaning of the Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended).
Words such as "anticipate," "believe," "expect," "intend," "may,"
"will," and similar expressions are intended to identify
forward-looking statements. The forward-looking statements in this
press release include statements about the Company's expectations
regarding the completion of its public offering and the anticipated
use of proceeds from the offering. These statements involve risks,
estimates, assumptions and uncertainties that could cause actual
results to differ materially from those expressed in these
statements, including, among others, risks and uncertainties
associated with market conditions and the satisfaction of customary
closing conditions related to the proposed offering, as well as
risks and uncertainties associated with the Company's business and
finances in general. In addition, please refer to the risk factors
contained in the Company's Form 20-F for the fiscal year ended
December 31, 2020 and other SEC
filings available at www.sec.gov. Given these risks and
uncertainties, readers are cautioned not to place undue reliance on
any forward-looking statements, which speak only as of the date on
which they are made. The Company undertakes no obligation to update
or revise any forward-looking statements for any reason, except as
required by law.
Disclaimer
This press release is for information purposes only and does
not, and shall not, in any circumstances, constitute a public
offering by Sequans, nor a solicitation of an offer to subscribe
for securities in any jurisdiction outside the United States, including France. No prospectus (including any
amendment, supplement or replacement thereto) or any other offering
material that has been prepared in connection with the offering of
the ADSs has been submitted for clearance to, or approval by, the
Autorité des marchés financiers or the competent authority
of another State that is a contracting party to the Agreement on
the European Economic Area and notified to the Autorité des
marchés financiers; no ADSs have been offered or sold nor will
be offered or sold, directly or indirectly, to the public in
France; the prospectus and any
other offering material relating to the ADSs have not been
distributed or caused to be distributed and will not be distributed
or caused to be distributed to the public in France; such offers, sales and distributions
have been and shall only be made in France to qualified investors
(investisseurs qualifiés) and/or a restricted circle of
investors (cercle restreint d'investisseurs), in each case,
acting for their own account, all as defined in Article 2 of
Regulation (EU) No. 2017/1129 of June 14, 2017, and in
Articles L. 411-2, D. 411-4, D.744-1, D.754-1 and D. 764-1 of the
French Code monétaire et financier. The direct or
indirect distribution to the public in France of any so acquired ADSs may be made
only as provided for in Articles L. 411-1, L. 411-2, L. 412-1
and L. 621-8 to L. 621-8-3 of the French Code monétaire et
financier and applicable regulations thereunder. This
communication does not constitute an offer or invitation to
subscribe for or to purchase any of the ADSs and neither this
communication nor anything herein shall form the basis of any
contract or commitment whatsoever. Any contact with potential
qualified investors in France does
not and will not constitute financial and banking solicitation
(démarchage bancaire et financier) as set forth in Articles
L. 341-1 and seq. of the French Code monétaire et
financier.
Media Contact: Kim Rogers,
kim@haydenir.com
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SOURCE Sequans Communications