Amended Statement of Ownership (sc 13g/a)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

____________________________________

SCHEDULE 13G

(Rule 13d-102)

(Amendment No. 1)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

____________________________________

Sequans Communications S.A.

(Name of Issuer)

Ordinary shares, nominal value €0.02

(Title of Class of Securities)

817323207

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

____________________________________

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

CUSIP No. 817323207

13G

1		NAME OF REPORTING PERSONS Nokomis Capital, L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Texas

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5	SOLE VOTING POWER 0
			6	SHARED VOTING POWER 14,865,032
			7	SOLE DISPOSITIVE POWER 0
			8	SHARED DISPOSITIVE POWER 14,865,032

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,865,032
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.9% **
12	TYPE OF REPORTING PERSON* IA, OO

*	SEE INSTRUCTIONS BEFORE FILLING OUT
**	SEE ITEM 4(b).

CUSIP No. 817323207

13G

1		NAME OF REPORTING PERSONS Brett Hendrickson
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5	SOLE VOTING POWER 0
			6	SHARED VOTING POWER 14,865,032
			7	SOLE DISPOSITIVE POWER 0
			8	SHARED DISPOSITIVE POWER 14,865,032

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,865,032
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.9% **
12	TYPE OF REPORTING PERSON* HC, IN

*	SEE INSTRUCTIONS BEFORE FILLING OUT
**	SEE ITEM 4(b).

AMENDMENT NO. 1 TO SCHEDULE 13G

This Amendment No. 1 (this “Amendment”) to Schedule 13G (this “Schedule 13G”) 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 Amendment relates to notes convertible into Common Stock (“Convertible Notes”) purchased by Nokomis Capital through the accounts of certain private funds and managed accounts (collectively, the “Nokomis Accounts”). Nokomis Capital serves as the investment adviser to the Nokomis Accounts and may direct the vote and dispose of the 14,865,032 shares of Common Stock issuable upon conversion of presently convertible Convertible Notes held by the Nokomis Accounts. As the principal of Nokomis Capital, Mr. Hendrickson may direct the vote and disposition of the 14,865,032 shares of Common Stock issuable upon conversion of presently convertible Convertible Notes held by the Nokomis Accounts.

Item 1(a)

Name of Issuer.

Sequans Communications S.A.

Item 1(b)

Address of Issuer’s Principal Executive Offices.

15-55 boulevard Charles de Gaulle

92700 Colombes

France

Item 2(a)

Name of Person Filing.

Nokomis Capital, L.L.C. (“Nokomis Capital”) and Mr. Brett Hendrickson (collectively, the “Reporting Persons”).

Item 2(b)

Address of Principal Business Office, or, if none, Residence.

1300 Golden Gate Drive
Southlake, TX 76092

Item 2(c)

Citizenship or Place of Organization.

Nokomis Capital is a limited liability company organized under the laws of the State of Texas. Mr. Hendrickson is the principal of Nokomis Capital and is a United States citizen.

Item 2(d)

Title of Class of Securities.

Ordinary Shares, nominal value €0.02 (the “Common Stock”).

Item 2(e)

CUSIP Number.

817323207

Item 3

Reporting Person.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	☒	An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).

(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)	☒	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)	☐	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4

Ownership.

(a)

Nokomis Capital and Mr. Hendrickson are the beneficial owners of 14,865,032 shares of Common Stock issuable upon conversion of presently convertible Convertible Notes. The Convertible Notes 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.

(b)

Nokomis Capital and Mr. Hendrickson are the beneficial owners of 9.99% of the outstanding shares of Common Stock. This percentage is determined by dividing 14,865,032 by the sum of (i) 133,934,092, the number of shares of Common Stock outstanding as of December 31, 2020, based on information received from the Issuer, and (ii) 14,865,032, the number of shares of Common Stock issuable upon conversion of presently convertible Convertible Notes held by the Nokomis Accounts.

(c)

Nokomis Capital, as the investment adviser to the Nokomis Accounts, may direct the vote and dispose of the 14,865,032 shares of Common Stock issuable upon conversion of presently convertible Convertible Notes held by the Nokomis Accounts. As the principal of Nokomis Capital, Mr. Hendrickson may direct the vote and disposition of the 14,865,032 shares of Common Stock issuable upon conversion of presently convertible Convertible Notes held by the Nokomis Accounts.

Item 5

Ownership of Five Percent or Less of a Class.

Inapplicable.

Item 6

Ownership of More Than Five Percent on Behalf of Another Person.

Inapplicable.

Item 7

Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

Inapplicable.

Item 8

Identification and Classification of Members of the Group.

Inapplicable.

Item 9

Notice of Dissolution of Group.

Inapplicable.

Item 10

Certification.

By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 12, 2021