Amended Statement of Beneficial Ownership (sc 13d/a)
August 21 2019 - 5:10PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
13D/A
(Rule
13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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)
August 19, 2019
(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.
(Page 1 of 6 Pages)
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CUSIP No. 817323108
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SCHEDULE 13D/A
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Page
2
of 6 Pages
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1
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NAME OF REPORTING PERSON
Nokomis Capital, L.L.C.
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF/OO
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5
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CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Texas
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
9,706,413
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
9,706,413
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
9,706,413
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12
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
9.9%
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14
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TYPE OF REPORTING
PERSON
IA, OO
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CUSIP No. 817323108
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SCHEDULE 13D/A
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Page
3
of 6 Pages
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1
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NAME OF REPORTING PERSON
Brett Hendrickson
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF/OO
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5
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CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Texas
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
9,706,413
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
9,706,413
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
9,706,413
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12
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
9.9%
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14
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TYPE OF REPORTING
PERSON
HC, IN
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CUSIP No. 817323108
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SCHEDULE 13D/A
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Page
4
of 6 Pages
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This Amendment No. 4 (
Amendment No.
4
) 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 Common Stock 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 9,706,413 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 9,706,413 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. 4 have the meanings set forth in the Schedule 13D. This Amendment
No. 4 amends Items 3, 4 and 7 as set forth below.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
As of August 19, 2019, the Nokomis Accounts had invested $46,137,184.73 (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. PURPOSE OF TRANSACTION
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 $33,579,810.12 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 description of the Convertible Note issued August 19, 2019 is qualified by reference to the terms and conditions of the Convertible Note and the
purchase agreement, each of which are filed as exhibits hereto.
No Reporting Person has any present plan or proposal which would relate to or result in
any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed in this Schedule 13D, as amended.
The Reporting Persons intent to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuers financial position and strategic direction, actions taken by the Board, price
levels of the shares of Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with
respect to their investment position in the Issuer as they deem appropriate including, without limitation, purchasing additional shares of Common Stock or selling some or all of their shares of Common Stock, except as may be limited by the
Agreement.
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CUSIP No. 817323108
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SCHEDULE 13D/A
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Page
5
of 6 Pages
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Item 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
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Exhibit 99.4
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Convertible note purchase agreement, dated August 19, 2019, by and between Sequans Communications, S.A., a société anonyme incorporated in the French Republic, and Nokomis Capital Master Fund, LP (incorporated by
reference to Exhibit 4.1 to the Issuers Form
6-K,
filed with the Commission on August 21, 2019).
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Exhibit 99.5
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Convertible note, dated August 19, 2019, by and between Sequans Communications, S.A., a société anonyme incorporated in the French Republic, and Nokomis Capital Master Fund, LP (incorporated by reference to
Exhibit 4.2 to the Issuers Form
6-K,
filed with the Commission on August 21, 2019).
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CUSIP No. 817323108
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SCHEDULE 13D/A
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Page
6
of 6 Pages
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SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: August 21, 2019
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NOKOMIS CAPITAL, L.L.C.
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By:
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/s/ Brett Hendrickson
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Brett Hendrickson
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Manager
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/s/ Brett Hendrickson
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Brett Hendrickson
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