See “—Affiliated Ownership and Financing Arrangement” below for additional
information regarding the beneficial ownership of BRAM and Mr. Cummins, including transactions in ADSs following the measurement date of the table above.
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“Item 3. “Past Contacts, Transactions, Negotiations and Agreements”—(b)
Arrangements with Directors and Executive Officers of Sequans—Affiliated Ownership and Financing Arrangement,” which begins on page 13, is revised to read as follows: |
Based on a Form 13FSchedule 13D/A filed with the SEC on August 14October 27, 2023, as of
June 30October 27, 2023, B. Riley Asset Management LLC (“BRAM”), in its capacity as investment manager for certain funds and accounts (the “BRAM Funds and Accounts”), beneficially owned
36,533,20045,013,764 Ordinary Shares, represented by 9,133,30011,253,411 ADSs, which represents approximately 15.618.5% of the outstanding Ordinary Shares as of
September 6October 27, 2023 (based on 243,239,926 ordinary shares outstanding as of September 30, 2023). Mr. Wesley Cummins, a member of the Board, is the president of BRAM and shares voting and
dispositive rights over the ADSs beneficially owned by BRAM.
Based on a Schedule 13D filed with the SEC on March 24, 2022, as
amended on September 6, 2022, and December 5, 2022 and October 27, 2023 (as amended, and as it may be further amended, restated or supplemented from time to time, the “BRAM Schedule 13D”), certain of
the BRAM Funds and Accounts have, from time to time, acquired ADSs in offerings conducted by Sequans, including the purchase of (i) an aggregate of 2,833,333 ADSs (representing 11,333,332 Ordinary Shares) at the public offering price of
U.S. $3.00 per ADS in Sequans’ underwritten public offering that closed on March 15, 2022,. The BRAM Schedule 13D also discloses that certain of the BRAM Funds and Accounts purchased (ii) an aggregate of
100,000 ADSs (representing by 400,000 Ordinary Shares) during the 60 days prior to the September 6, 2022, amendment in open market transactions through brokers at purchase prices ranging from U.S. $3.89 to U.S. $4.15 per ADS,
including commissions, and a weighted-average purchase price of approximately U.S. $4.025 per ADS, and (iii) an aggregate of 355,000 ADSs (representing 1,420,000 Ordinary Shares) during the 60 days prior to the
December 5, 2022, amendment in open market transactions through brokers at purchase prices ranging from U.S. $3.38 to U.S. $3.80 per ADS, including commissions, and a weighted-average purchase price of approximately U.S. $3.71 per
ADS,. In addition, on April 13, 2023, certain BRAM Funds and Accounts purchased (iv) an aggregate of 3,930,663 ADSs (representing 15,722,652 Ordinary Shares) at a purchase price of U.S. $2.06 per ADS in a
private placement pursuant to a securities purchase agreement dated April 3, 2023, by and between Sequans and the purchasers named therein, and (v) an aggregate of 2,120,141 ADSs at a price of $2.83 per ADS in a private placement
pursuant to a securities purchase agreement dated September 26, 2023, by and between Sequans and 272 Capital, which closed on October 2, 2023. In connection with the closing of the private placements that closed on
April 3, 2023, and September 26, 2023, Sequans and the purchasers entered into registration rights agreements dated April 12, 2023, and October 2, 2023, pursuant to which Sequans agreed to register the resale of the Ordinary
Shares represented by the ADSs acquired by the purchasers pursuant to the respective securities purchase agreement on a registration statement to be filed with the SEC within 90 days following the date of the registration rights agreement. The
registration rights agreement contains customary indemnification provisions and terminates upon the earlier of (i) the time when there are no registerable securities outstanding, (ii) the time when all of the registerable securities are
free transferable under Rule 144 of the Securities Act and do not bear a restrictive legend relating to the Securities Act or the securities laws of any other applicable jurisdiction or a restricted CUSIP or (iii) the mutual written agreement
of the respective purchaser and Sequans.
On September 26, 2023, the Company entered into a securities purchase agreement
with 272 Capital (the “272 Purchase Agreement”) to issue an aggregate of 2,120,141 ADSs at a price of $2.83 per ADS for a total capital increase of $5,999,999. The pricing, which reflects the New York Stock Exchange minimum price rule for
private placements with insiders or greater than 5% shareholders, was equal to the closing price on September 25, 2023. The private placement closed on October 2, 2023. The proceeds of the private placement which closed on
October 2, 2023 will be used to partially fund operations. As a result of the this private placement, 272 Capital beneficially owned 16,483,3535,710,944 ADSs (representing
65,933,41222,843,776 Ordinary Shares), all of which ADSs, including the newly issued ADSs in the private placement, are subject to 272 Capital’s Tender and Support Agreement described above. The foregoing summary of the
272 Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the 272 Purchase Agreement, a copy of which is filed as Exhibit (e)(62) to this Schedule 14D-9 and incorporated by reference herein.
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