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Title of each class	Symbol	Name of each exchange on which registered
American Depositary Shares, each representing four ordinary shares, nominal value €0.02 per share	SQNS	New York Stock Exchange
Ordinary shares, nominal value €0.02 per share		New York Stock Exchange*

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•	the contraction or lack of growth of markets in which we compete and in which our products are sold;

•	unexpected increases in our expenses, including manufacturing expenses;

•	our inability to adjust spending quickly enough to offset any unexpected revenue shortfall;

•	delays or cancellations in spending by our customers;

•	unexpected average selling price reductions;

•	the significant fluctuation to which our quarterly revenue and operating results are subject due to cyclicality in the wireless communications industry and transitions to new process technologies;

•	our inability to anticipate the future market demands and future needs of our customers;

•	our inability to achieve new design wins or for design wins to result in shipments of our products at levels and in the timeframes we currently expect;

•	our inability to enter into and execute on strategic alliances;

•	our ability to meet performance milestones and financing obligations under strategic license and development services agreements;

•	the impact of natural disasters or pandemics on our sourcing operations and supply chain;

•	our ability to remediate material weaknesses in our internal controls relating to the accounting for certain revenue transactions;

•	the potential impact of the COVID-19 coronavirus on the production of our products in China and elsewhere, our ability to operate remotely during government shelter-in-place orders, or demand for our products by customers whose supply chain is impacted or whose demand is curtailed thereby reducing demand for our products; and

•	other factors detailed in documents we file from time to time with the Securities and Exchange Commission.

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PART I

Item 1. Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable.

Item 3. Key Information

A. Selected Financial Data

The following tables set forth our selected consolidated financial and other data. You should read the following selected consolidated financial data in conjunction with “Item 5 — Operating and Financial Review and Prospects” and our consolidated financial statements and the related notes appearing elsewhere in this annual report. Our historical results are not necessarily indicative of results to be expected for future periods. The consolidated statements of operations data for the years ended December 31, 2017, 2018 and 2019, the consolidated statements of financial position data at December 31, 2017, 2018 and 2019, and the consolidated statements of cash flow data for the years ended December 31, 2017, 2018 and 2019 have been derived from our audited Consolidated Financial Statements included elsewhere in this annual report. The consolidated statement of operations data for the years ended December 31, 2015 and 2016, consolidated statement of financial position data at December 31, 2015 and 2016, and the consolidated statement of cash flow data for the years ended December 31, 2015 and 2016, have been derived from our audited Consolidated Financial Statements that are not included in this annual report.

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Our financial statements included in this annual report were prepared in U.S. dollars in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board.

	Year ended December 31,
	2015 (1) (2)			2016 (1) (2)			2017 (1) (2)			2018 (2)			2019
	(in thousands, except per share data)
Consolidated Statements of Operations Data:
Revenue:
Product revenue	$	24,669		$	34,581		$	37,353		$	28,938		$	21,947
Other revenue	7,863			10,998			10,910			11,312			8,917
Total revenue	32,532			45,579			48,263			40,250			30,864
Cost of revenue(3):
Cost of product revenue	17,970			22,574			24,725			21,957			16,703
Cost of other revenue	1,481			3,022			2,397			2,405			1,782
Total cost of revenue	19,451			25,596			27,122			24,362			18,485
Gross profit	13,081			19,983			21,141			15,888			12,379
% of revenue	40		%	44		%	44		%	39		%	40		%
Operating expenses(3):
Research and development	25,305			26,334			25,202			27,909			23,799
Sales and marketing	5,985			7,126			8,785			9,411			7,968
General and administrative	5,428			6,267			6,679			10,085			8,570
Total operating expenses	36,718			39,727			40,666			47,405			40,337
Operating income (loss)	(23,637		)	(19,744		)	(19,525		)	(31,517		)	(27,958		)
Financial income (expense)	(3,448		)	(4,759		)	(6,335		)	(5,675		)	(9,522		)
Profit (Loss) before income taxes	(27,085		)	(24,503		)	(25,860		)	(37,192		)	(37,480		)
Income tax expense (benefit)	317			284			300			(968		)	(783		)
Profit (Loss)	$	(27,402	)	$	(24,787	)	$	(26,160	)	$	(36,224	)	$	(36,697	)
Basic earnings (loss) per ordinary share	$	(0.46	)	$	(0.39	)	$	(0.34	)	$	(0.39	)	$	(0.39	)
Diluted earnings (loss) per ordinary share	$	(0.46	)	$	(0.39	)	$	(0.34	)	$	(0.39	)	$	(0.39	)
Number of ordinary shares used for computing:
Basic per ordinary share	59,145			63,805			77,668			93,767			95,009
Diluted per ordinary share	59,145			63,805			77,668			93,767			95,009
Basic earnings (loss) per ADS*	$	(1.85	)	$	(1.55	)	$	(1.35	)	$	(1.55	)	$	(1.54	)
Diluted earnings (loss) per ADS*	$	(1.85	)	$	(1.55	)	$	(1.35	)	$	(1.55	)	$	(1.54	)
Number of ADS used for computing:
Basic per ADS*	14,786			15,951			19,417			23,442			23,752
Diluted per ADS*	14,786			15,951			19,417			23,442			23,752
* taking into account the November 29, 2019 adjustment in the ratio of shares to ADS : each ADS represents 4 ordinary shares

	At December 31,
	2015 (1) (2)			2016 (1) (2)			2017 (1) (2)			2018 (2)			2019
	(in thousands)
Consolidated Statements of Financial Position Data:
Cash, cash equivalents and short-term deposit	$	8,681		$	20,547		$	3,295		$	12,086		$	14,098
Total current assets	35,819			50,069			39,747			43,163			37,025
Total assets	48,856			65,077			57,056			62,574			63,315
Current and non-current loans and borrowings (1)	26,482			29,310			30,655			48,834			58,645
Total current liabilities	29,132			31,467			27,938			27,197			38,064
Total equity (deficit)	(1,248		)	8,860			4,148			(5,019		)	(29,561		)

(1) Including convertible debts, venture debt, lease liabilities, government grant advances and loans, and interest-bearing financing of receivables.

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	Year ended December 31,
	2015 (1) (2)			2016 (1) (2)			2017 (1) (2)			2018 (2)			2019
	(in thousands)
Consolidated Statements of Cash Flow Data:
Net cash flow from (used in) operating activities	$	(16,401	)	$	(15,589	)	$	(28,626	)	$	(22,838	)	$	5,093
Net cash flow used in investing activities	(5,345		)	(5,270		)	(6,477		)	(8,766		)	(9,101		)
Net cash flow from financing activities	17,710			32,778			17,838			40,744			6,019
Net foreign exchange difference	(5		)	(5		)	11			(2		)	1
Cash and cash equivalents at January 1	12,329			8,288			20,202			2,948			12,086
Cash and cash equivalents at December 31	8,288			20,202			2,948			12,086			14,098

(1) In 2018, the Company adopted IFRS 15 “Revenue from Contracts with Customers” using the modified retrospective application approach. Accordingly, prior period amounts have not been restated.

(2) In 2019, the Company adopted IFRS 16 "Leases" standard using the modified retrospective approach. Accordingly, prior period amounts have not been restated.

(3) Includes share-based compensation as follows:

	Year ended December 31,
	2015			2016			2017			2018			2019
	(in thousands)
Cost of revenue	$	17		$	11		$	7		$	8		$	10
Operating expenses	850			1,111			1,631			1,804			1,787
Share-based compensation	$	867		$	1,122		$	1,638		$	1,812		$	1,797

Exchange Rate Information

In this annual report, for convenience only, we have translated the euro amounts reflected in our financial statements as of and for the year ended December 31, 2019 into U.S. dollars at the rate of €1.00 = $1.1227, the noon buying rate for euros in New York City, as certified for customs purposes by the Federal Reserve Bank of New York, on December 31, 2019. You should not assume that, on that or on any other date, one could have converted these amounts of euros into U.S. dollars at that or any other exchange rate.

B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

Our business faces significant risks. You should carefully consider all of the information set forth in this annual report and in our other filings with the United States Securities and Exchange Commission (“SEC”), including the following risk factors which we face, and which are faced by our industry. Our business, financial condition or results of operations could be materially adversely affected by any of these risks. This report also contains forward-looking statements that involve risks and uncertainties. Our results could materially differ from those anticipated in these forward-looking statements, as a result of

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certain factors including the risks described below and elsewhere in this report and our other SEC filings. See “Special Note Regarding Forward-Looking Statements” on page 1.

Risks Related to Our Business and Industry

We, as well as our customers, source certain components from Asia and our chips and modules are manufactured in Asia, which expose us to risks related to health epidemics, and the COVID-19 in particular, that could impact our results of operations. The impact of COVID-19 could also reduce demand for our products and the ability to operate our business remotely during government shelter-in-place orders.

Our business could be adversely affected by the effects of a widespread outbreak of contagious disease, including the recent outbreak of respiratory illness caused by a novel coronavirus first identified in Wuhan, China. Currently, our sole foundry is located in Taiwan, our module suppliers are located in China and our test and assembly suppliers are in Taiwan, Singapore and South Korea. We also operate an office in Shenzhen, China and have teams throughout Asia, including Hong Kong, Taiwan, South Korea and Singapore. In addition, we have significant customers based in China, South Korea, Taiwan and the United States. Any outbreak of contagious diseases, including further expansion of the COVID-19 coronavirus pandemic, and other adverse public health developments could have a material and adverse effect on our business operations. These could include disruptions or restrictions on our ability to operate our business during government shelter-in-place orders, to travel or to manufacture or distribute our products, as well as temporary closures of our facilities and the facilities of our suppliers or customers. Any disruption of our or our suppliers’ or customers’ operations would likely impact our sales and operating results, including our revenue expectations. For example, the government of France ordered that all non-essential businesses close until at least April, which has required that we move to remote working. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could impact our operating results. As the circumstances surrounding the COVID-19 pandemic are rapidly changing, the extent to which it may impact our business is uncertain.

We have a history of losses and have experienced a significant decline in revenue from 2011, and we may not achieve or sustain profitability in the future, on a quarterly or annual basis.

We were established in 2003 and began operations in 2004, and have incurred losses on an annual basis since inception. We experienced net losses of $26.2 million, $36.2 million and $36.7 million in 2017, 2018 and 2019, respectively. At December 31, 2019, our accumulated deficit was $308.7 million. We expect to continue to incur significant expense related to the development of our 4G and 5G products and expansion of our business, including research and development and sales and administrative expenses. Additionally, we may encounter unforeseen difficulties, complications, product delays and other unknown factors that require additional expense. As a result of these expenditures, we will have to generate and sustain substantially increased revenue to achieve profitability. If we do not, we may not be able to achieve or maintain profitability, and we may continue to incur significant losses in the future.

These facts and conditions raise substantial doubt about our ability to continue as a going concern, and our independent registered public accounting firm has included an explanatory paragraph regarding going concern qualification in its audit report. The failure to raise additional equity may have a material adverse effect on our business, results of operations and financial position, and may adversely affect our ability to continue as a going concern. If we do not become consistently profitable, our accumulated deficit will grow larger and our cash balances will decline further, and we will require further financings to continue operations. Any such financings may not be accessible on acceptable terms, if at all. Furthermore, the effects of COVID-19 coronavirus pandemic might have a negative impact on the production of our products in affected regions or on the demand for our products by customers whose supply chain or end demand are negatively affected by COVID-19, and as a result could affect our financial condition. The effects of COVID-19 have also had and may continue to have a prolonged negative impact on the capital markets globally, which could in turn negatively impact our ability to raise funds to meet our financial needs in the next twelve months and beyond. If we cannot generate sufficient cash or obtain additional financing, we may be required to downsize our business operations. If we are unable to obtain additional financing as specified in a certain license and development services agreement, we may be required to repay a portion of the related advance payments.

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Our industry is subject to rapid technological change that could result in decreased demand for our products and those of our customers, or result in new specifications or requirements for our products, each of which could negatively affect our revenues, margins and operating results.

The markets in which we and our customers compete or plan to compete are characterized by rapidly changing technologies and industry standards and technological obsolescence, including the evolving trends in IoT and the emergence of 5G. Our ability to compete successfully depends on our ability to design, develop, manufacture, assemble, test, market and support new products and enhancements on a timely and cost-effective basis. A fundamental shift in technologies in any of our target markets could harm our competitive position within these markets. In addition, such shifts can cause a significant decrease in our revenues and adversely affect our operating results. Our failure to anticipate these shifts, to develop new technologies or to react to changes in existing technologies could materially delay our development of new products, which could result in product obsolescence, decreased revenue and a loss of design wins. The development of new technologies and products generally requires substantial investment before they are commercially viable. We intend to continue to make substantial investments in developing new technologies and products, including our 4G and 5G products, and it is possible that our development efforts will not be successful and that our new technologies and products will not be accepted by customers or result in meaningful revenue. If the semiconductor solutions we develop fail to meet market or customer requirements or expectations, or do not achieve market acceptance, our operating results and competitive position would suffer.

Our success and the success of our new products will depend on accurate forecasts of future technological developments, customer and consumer requirements and long-term market demand, as well as on a variety of specific implementation factors, including:

•	accurate prediction of the size and growth of the 4G markets, and in particular the market for 4G-only, also referred to as single-mode 4G, products where no fall back to 2G or 3G technology is required, and the market for the variants of 4G optimized for the Internet of Things (the narrow band versions referred to as Cat M and Cat NB);

•	accurate prediction of the size and growth of the 5G market;

•	accurate prediction of changes in device manufacturer requirements, technology, industry standards or consumer expectations, demands and preferences;

•	accurate prediction of the growth of the Internet of Things markets and the adoption of industry standards allowing devices to connect and communicate with each other;

•	accurate prediction of the timing of commercial availability of 4G and 5G networks, including the network operators' deployment of Cat M and Cat NB);

•	timely and efficient completion of process design and transfer to manufacturing, assembly and testing, and securing sufficient manufacturing capacity to allow us to continue to timely and cost-effectively deliver products to our customers;

•	market acceptance, adequate consumer demand and commercial production of the products in which our semiconductor solutions are incorporated;

•	the quality, performance, functionality and reliability of our products as compared to competing products and technologies; and

•	effective marketing, sales and customer service.

The markets for our semiconductor solutions are characterized by frequent introduction of next generation and new products with new features and functionalities, short product life cycles and significant price competition. If we or our customers are unable to manage product transitions in a timely and cost-effective manner, our business and results of operations would suffer. In addition, frequent technology changes and introduction of next generation products may result in inventory obsolescence, which could reduce our gross margins and harm our operating performance. If we fail to timely introduce new products that meet the demands of our customers or our target markets, or if we fail to penetrate new markets, our revenue will decrease, and our financial condition would suffer.

We depend on the commercial deployment of 4G LTE narrow band variants and 5G communications equipment, products and services to grow our business, and our business may be harmed if wireless carriers delay or are unsuccessful in the adoption of Cat M and Cat NB standards, or if they deploy technologies that are not supported by our solutions.

We depend upon the continued commercial deployment of 4G and 5G wireless communications equipment, products and services based on our technology. Deployment of new networks by wireless carriers requires significant capital expenditures, well in advance of any revenue from such networks. During network deployment, wireless carriers often anticipate a certain rate of subscriber additions and, in response, operators typically procure devices to satisfy this forecasted demand. If the rate of deployment of new networks by wireless carriers is slower than we expect or if 4G LTE technology is not as widely adopted by

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consumers as we expect, the rate of subscriber additions may be slower than expected, which will reduce the sales of our products and cause OEMs and ODMs to hold excess inventory. This would harm our sales and our financial results.

As we expand into the broader Internet of Things markets, we depend on the commercial deployment of narrow band LTE variants, beginning with Cat M and, later, Cat NB. The adoption of the Cat M and Cat NB standards is expected to expand the markets for Internet of Things devices. If the Cat M or Cat NB standards are not successfully adopted and deployed, are further delayed or if competing standards for Internet of Things devices become favored by wireless carriers, we may not be able to successfully commercialize our Cat M and Cat NB products, which would harm our sales and our financial results.

In the future, we are likely to have similar dependencies regarding the deployment of other 4G variants and 5G networks.

In addition, wireless carriers may choose to deploy technologies not supported by our solutions. If a technology that is not supported by our semiconductor solutions gains significant market share or is favored by a significant wireless carrier, we could be required to expend a significant amount of time and capital to develop a solution that is compatible with that alternative technology. If we are not successful, we could lose design wins with respect to that technology and our business and financial results would be harmed. Moreover, once a competitor’s solution is chosen by a wireless carrier, OEM or ODM we will have difficulty supplanting those solutions with ours.

We or our customers may be required to obtain licenses for certain so-called “standard essential patents” in order to comply with applicable standards, which could require us to pay additional royalties on certain of our products. If we or our customers are unable to obtain such licenses, our business, results of operations, financial condition and prospects would be harmed.

We or our customers may be required to obtain licenses for third-party intellectual property. In particular, we may be required to obtain licenses to certain third-party patents, so-called “standard essential patents,” that claim features or functions that are incorporated into applicable industry standards and that we are required to provide in order to comply with the standard. If we need to license any third-party intellectual property, standard essential patents or other technology, we could be required to pay royalties on certain of our products. In addition, while the industry standards bodies and antitrust laws in certain countries may require participating companies to license their standard essential patents on fair, reasonable, and nondiscriminatory terms, there can be no assurances that we will be able to obtain such licenses on commercially reasonable terms or at all. Although we have implemented a dedicated standard essential patents licensing-in reference policy, our inability to obtain required third-party intellectual property licenses on commercially reasonable terms or at all could harm our business, results of operations, financial condition or prospects. If our customers are required to obtain such licenses, there can be no assurances that their businesses will not be adversely affected. In addition, if our competitors have significant numbers of essential patents and/or patent license rights, they could be at an advantage in negotiating with our customers or potential customers, which could influence our ability to win new business or could result in downward pressure on our average selling prices.

If we fail to successfully develop, commercialize, produce and sell our module product line, our business, revenue and operating results may be harmed.

Our modules incorporate many components in addition to our chipsets. We may lack the purchasing power to acquire at competitive prices certain components required to produce modules, and we do not expect to be able to command selling prices for those modules that allow us to maintain traditional semiconductor-only margins for the full module. Currently, and in the coming year at least, modules could represent a large portion of our revenue mix, which would negatively impact our overall gross margin. Certain large customers may decide to buy the modules directly from the manufacturers who purchase our chipsets, rather than us, in order to reduce their costs. This may result in a reduction of our revenue and gross profit, but an improvement of overall gross margin percentage, compared to the case where we sell the modules ourselves.

Module components may be sourced from numerous different suppliers. Some of these components may periodically be in short supply or be subject to long lead times, which could affect our ability to meet customer demand for our modules, therefore delaying our revenue. In addition, we rely on various contract manufacturers to produce our modules. If these manufacturers encounter any issues with production capacity, quality or reliability of their products, it could adversely affect our revenue and our reputation in the market. If our ability to expand our product platform is significantly delayed or if we are unable to leverage our module as expected, our business and financial condition could be materially and adversely affected.

If customers request from us, and we agree to provide, a wide variety of module variants or stock-keeping units, or SKUs, to support different operators or different end-applications, our expenses associated with developing, sourcing and certifying

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our module products would increase. In addition, managing supply and demand across multiple SKUs may increase the possibility that we will under-or over-forecast a given SKU, resulting in either delayed revenue or excess inventory.

Participating in the module business could create a perception among our customers that we are competing with them if they are also in the module business, which could impair our chipset business prospects with such customers. The module can be considered an end product with full 4G LTE functionality; therefore, there is market pressure for us to sell our modules with standard essential IP indemnification from manufacturers of products not normally incorporating a communication function. We intend to negotiate license agreements for the module in order to offer standard indemnification to our manufacturing partners, but there can be no assurance that we will be successful in obtaining licenses for standard essential IP on acceptable terms.

Our 4G semiconductor solutions do not incorporate support for 2G or 3G protocols, and we currently focus on selling our solutions into the market for 4G-only devices. If the market for 4G-only devices materializes more slowly or at a lower volume level than we anticipate, our results of operations may be harmed.

Our current semiconductor solutions support only 4G protocols. As a result, our 4G strategy focuses primarily on selling into the 4G-only device market. The growth rate and size of the market for 4G-only devices is dependent on a number of factors, including the degree of geographic and population coverage by 4G networks. If this coverage does not continue to materialize as quickly as we expect, if fewer 4G carriers than we expect offer comprehensive 4G coverage in their geographic operating areas, or if these 4G carriers require support for 2G or 3G protocols in a larger proportion of their overall device portfolio than we expect, then demand for 4G-only semiconductor solutions like ours would be lower and our results of operations would be harmed.

If we are unsuccessful in developing and selling new products on a timely and cost-effective basis or in penetrating new markets, in particular the single-mode 4G market, our business and operating results would suffer.

We have significant ongoing capital requirements that could have a material effect on our business and financial condition if we are unable to generate sufficient cash from operations.

Our business requires significant capital investment to carry out extensive research and development in order to remain competitive. At the same time, demand for our products is highly variable and there have been downturns. If our cash on hand, net proceeds from financing activities and cash generated from operations are not sufficient to fund our operations and capital requirements, we may be required to limit our growth, or enter into financing arrangements at unfavorable terms, any of which could harm our business and financial condition.

Additionally, we anticipate that strategic alliances and partnerships will be an important source of revenue and possible financing for us going forward. If we are unable to develop alliances with or otherwise attract investment from strategic partners, or if strategic partners are not willing to enter into transactions with us on favorable terms, our business and financial condition could be harmed.

If we are unable to meet a financing milestone as required by a recent strategic agreement, we could be required to return certain advance payments to a strategic partner

Pursuant to an agreement with a strategic partner, a Fortune Global 500 company, in order to comfort the strategic partner on the funding of the Company, we have agreed to secure by September 30, 2020 at least $25 million in net proceeds from new equity, debt, government financing, none of which can be repayable before April 30, 2024.  If the financing milestone is not completed, the strategic partner will have the option to terminate the contract and receive a refund of $8 million of the $18 million upfront payment received from them in 2019.  In this situation, we may not have sufficient funds to repay our strategic partner, or any repayment would reduce the amount of funds that we have available to invest in and operate our business, and the failure to satisfy the financing requirement could result in the cancellation of the strategic agreement.

We depend on a small number of customers for a significant portion of our revenue. If we fail to retain or expand customer relationships, our business could be harmed.

A significant amount of our total revenue is attributable to a small number of customers, and we anticipate that this will continue to be the case for the foreseeable future. These customers may decide not to purchase our semiconductor solutions at all, to purchase fewer semiconductor solutions than they did in the past or to alter the terms on which they purchase our products. In addition, to the extent that any customer represents a disproportionately high percentage of our accounts receivable, our exposure to that customer is further increased should they be unable or choose not to pay such accounts receivable on a timely basis or at all.

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Our top ten customers accounted for 78%, 86% and 95% of our total revenue in 2017, 2018 and 2019, respectively. The following table summarizes customers representing a significant portion of total revenue:

Customer		% of total revenues for the year ended December 31,									% of our trade receivable at December 31,
		2017			2018			2019			2019
A		16	%		32	%		27	%		16	%
B		—	%		—	%		22	%		32	%
C		—	%		Less than 10%			10	%		21	%
D		Less than 10%			13	%		Less than 10%			—	%
E		17	%		Less than 10%			Less than 10%			2	%

Customers A and C are distributors who serves multiple customers in China and Taiwan. Customer B is an ODM based in South Korea. We expect that some of these customers, particularly those above 10% during 2019, could each continue to represent at least 10% of our revenue in 2020 as the market for single-mode 4G devices is still concentrated in a relatively small number of device makers. The loss of any significant customer, a significant reduction in sales we make to them in general or during any period, or any issues with collection of receivables from customers would harm our financial condition and results of operations. Furthermore, we must obtain orders from new customers on an ongoing basis to increase our revenue and grow our business. If we fail to expand our customer relationships, our business could be harmed.

Consolidation among our customers could also lead to increased customer bargaining power, or reduced customer spending. Further, new business may be delayed if a key customer uses its leverage to push for terms that are worse for us and we nonetheless continue to negotiate for better terms, in which case revenue in any particular quarter or year may fail to meet expectations. Also, the loss of any of these customers or the failure to secure new contracts with these customers could further increase our reliance on our remaining customers. Further, if any of our key customers default, declare bankruptcy or otherwise delay or fail to pay amounts owed, or we otherwise have a dispute with any of these customers, our results of operations would be negatively affected in the short term and possibly the long term. These customers may seek to renegotiate pre-existing contractual commitments due to adverse changes in their own businesses or, in some cases, take advantage of contractual provisions that permit the suspension of contracted work for some period if their business experiences a financial hardship, which would harm our operating results. To the extent, our customer experiences liquidity constraints, we may incur bad debt expense, which may have a significant impact on its results of operations. Major customers may also seek pricing, payment, intellectual property-related, or other commercial terms that are less favorable to us, which may have a negative impact on our business, cash flow, revenue and gross margins. In addition, these events could cause significant fluctuations in results of operations because our expenses are fixed in the short term and it takes us a long time to replace customers or reassign resources.

We depend on one independent foundry to manufacture our semiconductor wafers and do not have a long-term agreement with such foundry, and loss of this foundry or our failure to obtain sufficient foundry capacity would significantly delay our ability to ship our products, cause us to lose revenue and market share and damage our customer relationships.

Access to foundry capacity is critical to our business because we are a fabless semiconductor company. We depend on a sole independent foundry, Taiwan Semiconductor Manufacturing Company Limited, or TSMC, in Taiwan to manufacture our semiconductor wafers. Because we outsource our manufacturing to a single foundry, we face several significant risks, including:

•	constraints in or unavailability of manufacturing capacity;

•	limited control over delivery schedules, quality assurance and control, manufacturing yields and production costs; and

•	the unavailability of, or potential delays in obtaining access to, key process technologies.

If we do not accurately forecast our capacity needs, TSMC may not have available capacity to meet our immediate needs, or we may be required to pay higher costs to fulfill those needs, either of which could harm our business, results of operations or financial condition.

The ability of TSMC to provide us with semiconductor wafers is limited at any given time by their available capacity, and we do not have a guaranteed level of manufacturing capacity. We do not have any agreement with TSMC and place our orders on a purchase order basis. As a result, if TSMC raises its prices or is not able to satisfy our required capacity for any reason, including natural or other disasters or as a result of factory shutdowns or slowdowns from the COVID-19 pandemic, allocates capacity to larger customers or to different sectors of the semiconductor industry, experiences labor issues or shortages or delays in shipment of semiconductor equipment or materials used in the manufacture of our semiconductors, or if our business

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relationship with TSMC deteriorates, we may not be able to obtain the required capacity and would have to seek alternative foundries, which may not be available on commercially reasonable terms, in a timely manner, or at all.

Locating and qualifying a new foundry would require a significant amount of time, which would result in a delay in production of our products. In addition, using foundries with which we have no established relationship could expose us to unfavorable pricing and terms, delays in developing and qualifying new products, unsatisfactory quality or insufficient capacity allocation. We place our orders on the basis of our customers’ purchase orders and sales forecasts; however, foundries can allocate capacity to the production of other companies’ products and reduce deliveries to us on short notice. Many of the customers of TSMC, or foundries that we may use in the future, are larger than we are, or have long-term agreements with such foundries, and as a result, those customers may receive preferential treatment from the foundries in terms of price, capacity allocation and payment terms. Any delay in qualifying a new foundry or production issues with any new foundry would result in lost sales and could damage our relationship with existing and future customers as well as our reputation in the market.

If our foundry vendor does not achieve satisfactory yields or quality, our reputation and customer relationships could be harmed.

The fabrication of semiconductor solutions such as ours is a complex and technically demanding process. Minor deviations in the manufacturing process can cause substantial decreases in yields, and in some cases, cause production to be suspended. TSMC, or foundries that we may use in the future, could, from time to time, experience manufacturing defects and reduced manufacturing yields. Changes in manufacturing processes or the inadvertent use of defective or contaminated materials by our foundry vendor could result in lower than anticipated manufacturing yields or unacceptable performance. Many of these problems are difficult to detect at an early stage of the manufacturing process and may be time consuming and expensive to correct. Poor yields from our foundry vendor, or defects, integration issues or other performance problems in our semiconductor solutions could cause us significant customer relations and business reputation problems, harm our financial results and result in financial or other damages to our customers. In addition, because we have a sole supplier of wafers, these risks are magnified because we do not have an alternative source to purchase from should these risks materialize. If TSMC fails to provide satisfactory products to us, we would be required to identify and qualify other sources, which could take a significant amount of time and would result in lost sales. In addition, we indemnify our customers for losses resulting from defects in our products, which costs could be substantial. A product liability or other indemnification claim brought against us, even if unsuccessful, would likely be time-consuming and costly to defend.

We depend on one technology partner to provide components for and to manufacture the Monarch SiP. If this partner declares end of life of any of its components included in the Monarch SiP, or decides to no longer produce the Monarch SiP, this would cause us to lose revenue and market share and damage our customer relationships.

The Monarch SiP includes radio components from and is assembled by Skyworks Solutions, Inc. ("Skyworks") The Monarch SiP is commercialized by both Skyworks and us, under each company's own part number. If Skyworks decides to cease manufacturing any of the components incorporated in the Monarch SiP, or decides to cease manufacturing the Monarch SiP, we do not have an alternative solution for producing this product and would be unable to ship. This would cause us to lose revenue and market share and could damage our customer relationships.

Our customers may cancel their orders, change production quantities or delay production, and if we fail to forecast demand for our products accurately, we may incur product shortages, delays in product shipments or excess or insufficient product inventory, which could harm our business.

We do not have firm, long-term purchase commitments from our customers. Substantially all of our sales are made on a purchase order basis, and in most cases, our customers are not contractually committed to buy any quantity of products from us beyond firm purchase orders.  Additionally, customers may cancel, change or delay purchase orders already in place with little or no notice to us. Because production lead times often exceed the amount of time required to fulfill orders, we often must manufacture in advance of orders, relying on an imperfect demand forecast to project volumes and product mix. Our ability to accurately forecast demand can be harmed by a number of factors, including inaccurate forecasting by our customers, changes in market conditions, changes in our product order mix and demand for our customers’ products. Even after an order is received, our customers may cancel these orders or request a decrease in production quantities. Any such cancellation or decrease subjects us to a number of risks, most notably, that our projected sales will not materialize on schedule or at all, leading to unanticipated revenue shortfalls and excess or obsolete inventory, which we may be unable to sell to other customers. Alternatively, if we are unable to project customer requirements accurately, we may not manufacture enough semiconductor solutions, which could lead to delays in product shipments and lost sales opportunities in the near term, as well as force our customers to identify alternative sources, which could affect our ongoing relationships with these customers. We have in the past had customers significantly increase their requested production quantities with little or no advance notice. If we do not

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fulfill customer demands in a timely manner, our customers may cancel their orders, and we may be subject to customer claims for cost of replacement. Underestimating or overestimating demand would lead to insufficient, excess or obsolete inventory and could harm our operating results, cash flow and financial condition, as well as our relationships with our customers and our reputation in the marketplace.

If customers do not design our semiconductor solutions into their product offerings, or if our customers’ product offerings are not commercially successful, our revenue and our business would be harmed.

We sell our semiconductor solutions directly to OEMs who include them in their products, and to ODMs who include them in their products that they supply to OEMs. As a result, we rely on OEMs to design our semiconductor solutions into the products they sell. Because our semiconductor solutions are generally a critical component of our customers’ products, they are typically incorporated into our customers’ products at the design stage, and the design cycle typically takes 12 months or more to complete before generating sales of our products. Without these design wins, our revenue and our business would be significantly harmed. We often incur significant expenditures on the development of a new semiconductor solution without any assurance that an OEM will select our semiconductor solution for design into its own product. Because the types of semiconductor solutions we sell are a critical aspect of an OEM’s product, once an OEM designs a competitor’s semiconductor into its product offering, it becomes significantly more difficult for us to sell our semiconductor solutions to that customer for a particular product offering as changing suppliers involves significant cost, time, effort and risk for the customer. Further, if we are unable to develop new products in a timely manner for inclusion in such products, or if major defects or errors that might significantly impair performance or standards compliance are found in our products after inclusion by an OEM, OEMs will be unlikely to include our semiconductor solutions into their products and our reputation in the market and future prospects would be harmed.

Furthermore, even if an OEM designs one of our semiconductor solutions into its product offering, we cannot be assured that its product will be commercially successful and that we will receive any revenue from that OEM. This risk is heightened because the narrow band variants of 4G LTE technology are rapidly emerging and many of our customers, particularly in the Massive Internet of Things markets, do not have significant experience designing products utilizing 4G technology. If our customers’ products incorporating our semiconductor solutions fail to meet the demands of their customers or otherwise fail to achieve market acceptance, our revenue and business would be harmed.

If we are unable to compete effectively, we may not increase or maintain our revenue or market share, which would harm our business.

We may not be able to compete successfully against current or potential competitors. If we do not compete successfully, our revenue and market share may decline. In the 4G and 5G markets, we face or expect to face competition from established semiconductor companies such as Altair Semiconductor (a Sony Corporation subsidiary), HiSilicon Technologies (a Huawei subsidiary), Mediatek, Nordic Semiconductor, Qualcomm Incorporated, Samsung Electronics Co. Ltd. and Spreadtrum, as well as smaller actors in the market such as GCT Semiconductor. Many of our competitors have longer operating histories, significantly greater resources and name recognition, and a larger base of existing customers than us. The significant resources of these larger competitors may allow them to respond more quickly than us to new or emerging technologies or changes in customer requirements or to bring new products to market in a more timely manner than us. For example, some competitors may have greater access or rights to complementary technologies, including GNSS (GPS), Bluetooth, sensors, graphic processing, etc., and we may need to develop or acquire complementary technologies or partner with others to bring to market solutions that integrate enhanced functionalities. We expect to pursue such transactions or partnerships if appropriate opportunities arise.  However, we may not be able to identify suitable transactions or partners in the future, or if we do identify such transactions or partners, we may not be able to complete them on commercially acceptable terms, or at all. In addition, these competitors may have greater credibility with our existing and potential customers. Many of these competitors are located in Asia or have a significant presence and operating history in Asia and, as a result, may be in a better position than we are to work with manufacturers and customers located in Asia. Many of our competitors have been doing business with customers for a longer period of time and have well-established relationships, which may provide them with advantages, including access to information regarding future trends and requirements that may not be available to us. In addition, some of our competitors may provide incentives to customers or offer bundled solutions with complementary products, which could be attractive to some customers, or adopt more aggressive pricing policies, which may make it difficult for us to gain or maintain market share.

Our ability to compete effectively will depend on a number of factors, including:

•	our ability to anticipate market and technology trends and successfully develop products that meet market needs;

•	our ability to deliver products in large volume on a timely basis at competitive prices;

•	our success in identifying and penetrating new markets, applications and customers;

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•	our ability to accurately understand the price points and performance metrics of competing products in the market;

•	our products’ performance and cost-effectiveness relative to those of our competitors;

•	our ability to develop and maintain relationships with key customers, wireless carriers, OEMs and ODMs;

•	our ability to secure sufficient high-quality supply for our products;

•	our ability to conform to industry standards while developing new and proprietary technologies to offer products and features previously not available in the 4G and 5G markets;

•	our ability to develop or acquire complementary technologies or to partner with others to bring to market products with enhanced functionalities; and

•	our ability to recruit design and application engineers with expertise in wireless broadband communications technologies and sales and marketing personnel.

If we experience material changes to the competitive structure of our industry due to cooperation or consolidation among our competitors, we may not increase or sustain our revenue or market share, which would harm our business.

Our current or future competitors may establish cooperative relationships among themselves or with third parties. In addition, there has been consolidation within our industry over the past several years, notably the acquisition of smaller competitors by larger competitors with significantly greater resources than ours. These events may result in the emergence of new competitors with greater resources and scale than ours that could acquire significant market share, which could result in a decline of our revenue and market share. Our ability to maintain our revenue and market share will depend on our ability to compete effectively despite material changes in industry structure. If we are unable to do so, we may not increase or sustain our revenue or market share, which would harm our business. In addition, actual or speculated consolidation among competitors, or the acquisition by, or of, our partners and/or resellers by competitors can increase the competitive pressures faced by us as customers may delay spending decisions or not purchase our products at all. Consolidation could also delay spending or require us to reduce the prices of our products to compete, which could also adversely affect our business.

If we are unable to effectively manage our business through periods of economic or market slow-down and any subsequent future growth, we may not be able to execute our business plan and our operating results could suffer.

Our future operating results depend to a large extent on our ability to successfully manage our business through periods of economic or market slow-down, and periods of subsequent expansion and growth. To manage our growth successfully and handle the responsibilities of being a public company, we believe we must, among other things, effectively:

•	recruit, hire, train and manage additional qualified engineers for our research and development activities, especially in the positions of design engineering, product and test engineering, and applications engineering;

•	add additional sales personnel and expand sales offices;

•	add additional finance and accounting personnel;

•	implement and improve our administrative, financial and operational systems, procedures and controls; and

•	enhance our information technology support for enterprise resource planning and design engineering by adapting and expanding our systems and tool capabilities, and properly training new hires as to their use.

Furthermore, to remain competitive and manage future expansion and growth, we must carry out extensive research and development, which requires significant capital investment. New competitors, technological advances in the semiconductor industry or by competitors, our entry into new markets, or other competitive factors may require us to invest significantly greater resources than we anticipate. If we are required to invest significantly greater resources than anticipated without a corresponding increase in revenue, our operating results could decline. Additionally, our periodic research and development expenses may be independent of our level of revenue, which could negatively impact our financial results. Finally, there can be no guarantee that our research and development investments will result in products that create additional revenue.

During periods of economic or market slow-down, we must also effectively manage our expenses to preserve our ability to carry out such research and development. In 2018, as we expected that the market for our CatM solutions would begin ramping significantly, we increased our investment in research and development and sales in marketing. In addition, a stronger euro versus the U.S. dollar, resulted in increased operating expenses in 2018. Given the delay experienced in the ramp in the Cat M market, we reduced operating expenses in 2019. We are likely to incur product and market development costs earlier than some of the anticipated benefits, and the return on these investments, if any, may be lower, may develop more slowly than we expect, or may not materialize at all, which could harm our operating results.

If we are unable to manage our business during both periods of economic or market slow-down and periods of growth effectively, we may not be able to take advantage of market opportunities or develop new products, and we may fail to satisfy customer requirements, maintain product quality, execute our business plan or respond to competitive pressures, any of which could harm our operating results.

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The average selling prices of our semiconductor solutions have historically decreased over time and will likely do so in the future, which could harm our gross profits and financial results.

Average selling prices of our semiconductor solutions have historically decreased over time, and we expect such declines to continue to occur. Our gross profits and financial results will suffer if we are unable to offset reductions in our average selling prices by reducing our costs, developing new or enhanced semiconductor solutions on a timely basis with higher selling prices or gross profits, or increasing our sales volumes. Even if we are successful in reducing our costs or improving sales volumes, such improvements may not be sufficient to offset declines in average selling prices in the future. Additionally, because we do not operate our own manufacturing, assembly or testing facilities, we may not be able to reduce our costs and our costs may even increase, either of which would reduce our margins. We have reduced the prices of our semiconductor solutions in line with, and at times in advance of, competitive pricing pressures, new product introductions by us or our competitors and other factors. We expect that we will have to do so again in the future.

Any increase in the manufacturing cost of our products would reduce our gross margins and operating profit.

The semiconductor business is characterized by ongoing competitive pricing pressure from customers and competitors. Accordingly, any increase in the cost of our products, whether by adverse purchase price or manufacturing cost variances or due to other factors, will reduce our gross margins and operating profit. We do not have long-term supply agreements with our manufacturing, testing or assembly suppliers, and we typically negotiate pricing on a purchase order by purchase order basis. Consequently, we may not be able to obtain price reductions, or anticipate or prevent future price increases from our suppliers. Because we have a sole supplier of wafers and limited sources of testing and assembly for both chipsets and modules, we may not be able to negotiate favorable pricing terms from our suppliers. These and other related factors could impair our ability to control our costs and could harm our operating results.

The semiconductor and communications industries have historically experienced significant fluctuations with prolonged downturns, which could impact our operating results, financial condition and cash flows.

The semiconductor industry has historically been cyclical, experiencing significant downturns in customer demand. Because a significant portion of our expenses is fixed in the near term or is incurred in advance of anticipated sales, we may not be able to decrease our expenses rapidly enough to offset any unanticipated shortfall in revenue. If this situation occurs, it could harm our operating results, cash flow and financial condition. Furthermore, the semiconductor industry has periodically experienced periods of increased demand and production constraints. If this occurs, we may not be able to obtain sufficient quantities of our semiconductor solutions to meet the increased demand, resulting in lost sales, loss of market share and harm to our customer relationships. We may also have difficulty in obtaining sufficient assembly and testing resources from our subcontract manufacturers. Any factor adversely affecting the semiconductor industry in general, or the particular segments of the industry that we target, may harm our ability to generate revenue and could negatively impact our operating results.

The communications industry has experienced pronounced downturns, and these cycles may continue in the future. A future decline in global economic conditions could have adverse, wide-ranging effects on demand for our semiconductor solutions and for the products of our customers, particularly wireless communications equipment manufacturers or other participants in the wireless industry, such as wireless carriers. Inflation, deflation and economic recessions that harm the global economy and capital markets also harm our customers and our end consumers. Specifically, the continued deployment of new 4G and 5G networks requires significant capital expenditures and wireless carriers may choose not to undertake network expansion efforts during an economic downturn or time of other economic uncertainty. Our customers’ ability to purchase or pay for our semiconductor solutions and services, obtain financing and upgrade wireless networks could be harmed, and networking equipment providers may slow their research and development activities, cancel or delay new product development, reduce their inventories and take a cautious approach to acquiring our products, which would have a significant negative impact on our business. If such economic situations were to occur, our operating results, cash flow and financial condition could be harmed. In the future, any of these trends may also cause our operating results to fluctuate significantly from year to year, which may increase the volatility of the price of the ADSs.

Though we rely to a significant extent on proprietary intellectual property, we may not be able to obtain, or may choose not to obtain, sufficient intellectual property rights to provide us with meaningful protection or commercial advantage.

We depend significantly on intellectual property rights to protect our products and proprietary technologies against misappropriation by others. We generally rely on the patent, trademark, copyright and trade secret laws in Europe, the United States and certain other countries in which we operate or in which our products are produced or sold, as well as licenses and nondisclosure and confidentiality agreements, to protect our intellectual property rights.

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We may have difficulty obtaining patents and other intellectual property rights, and the patents and other intellectual property rights we have and obtain may be insufficient to provide us with meaningful protection or commercial advantage. We currently do not apply for patent protection in all the countries in which we operate. Instead we select and focus on key countries for each patent family. In addition, the protection offered by patents and other intellectual property rights may be inadequate or weakened for reasons or circumstances that are out of our control. For instance, we may not be able to obtain patent protection or secure other intellectual property rights in all the countries in which we have filed patent applications or in which we operate, and under the laws of such countries, patents and other intellectual property rights may be or become unavailable or limited in scope.

We may not be able to adequately protect or enforce our intellectual property against improper use by our competitors or others and our efforts to do so may be costly to us, which may harm our business, financial condition and results of operations.

Our patents and patent applications, or those of our licensors, could face challenges, such as interference proceedings, opposition proceedings, nullification proceedings and re-examination proceedings. Any such challenge, if successful, could result in the invalidation or narrowing of the scope of any such patents and patent applications. Any such challenges, regardless of their success, would also likely be time-consuming and expensive to defend and resolve, and would divert management time and attention. Further, our unpatented proprietary processes, software, designs and trade secrets may be vulnerable to disclosure or misappropriation by employees, contractors and other persons. While we generally enter into confidentiality agreements with such persons to protect our intellectual property, we cannot assure you that our confidentiality agreements will not be breached, that they will provide meaningful protection for our proprietary technology and trade secrets, or that adequate remedies will be available in the event they are used or disclosed without our authorization. Also, intellectual property rights are difficult to enforce in the People’s Republic of China, or PRC, and certain other countries, particularly in Asia, where the application and enforcement of the laws governing such rights may not have reached the same level as compared to other jurisdictions where we operate, such as Europe and the United States. Consequently, because we operate in these countries and all of our manufacturing, testing and assembly takes place in PRC, Taiwan, South Korea and Singapore, we may be subject to an increased risk that unauthorized parties may attempt to copy or otherwise use our intellectual property or the intellectual property of our suppliers or other parties with whom we engage or have licenses.

There can be no assurance that we will be able to protect our intellectual property rights, that our intellectual property rights will not be challenged, invalidated, circumvented or rendered unenforceable, or that we will have adequate legal recourse in the event that we seek legal or judicial enforcement of our intellectual property rights. Any inability on our part to adequately protect or enforce our intellectual property may harm our business, financial condition and results of operations. We may in the future initiate claims or litigation against third parties for infringement of our intellectual property rights to protect these rights, or to determine the scope and validity of our proprietary rights or the proprietary rights of competitors. These claims could result in costly litigation and the diversion of our technical and management personnel, and we may not prevail in making these claims.

Assertions by third parties of infringement by us or our customers of their intellectual property rights could result in significant costs and cause our operating results to suffer.

The markets in which we compete are characterized by rapidly changing products and technologies, and there is intense competition to establish intellectual property protection and proprietary rights to these new products and the related technologies. The semiconductor and wireless communications industries, in particular, are characterized by vigorous protection and pursuit of intellectual property rights and positions, which has resulted in protracted and expensive litigation for many companies.

We may be unaware of the intellectual property rights of others that may cover some of our technology, products and services. In addition, third parties may claim that we or our customers are infringing or contributing to the infringement of their intellectual property rights.

We have in the past received, and as a public company operating in a highly competitive marketplace, we expect that in the future we will receive, communications and offers from various industry participants and others alleging that we have infringed or have misappropriated their patents, trade secrets or other intellectual property rights and/or inviting us to license their technology and intellectual property. Any lawsuits resulting from such allegations of infringement or invitations to license, including suits challenging 4G or 5G standards, could subject us to significant liability for damages and/or challenge our activities. Any potential intellectual property litigation also could force us to do one or more of the following:

•	stop selling products or using technology that contain the allegedly infringing intellectual property;

•	abandon the opportunity to license our technology to others or to collect royalty payments;

•	incur significant legal expenses;

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•	pay substantial damages to the party whose intellectual property rights we may be found to be infringing;

•	redesign those products that contain the allegedly infringing intellectual property; or

•	attempt to obtain a license to the relevant intellectual property from third parties, which may not be available on reasonable terms or at all.

Our customers could also become the target of litigation relating to the patents and other intellectual property rights of others. This could, in turn, trigger an obligation for us to provide technical support and/or indemnify such customers. These obligations could result in substantial expenses, including the payment by us of costs and damages relating to claims of intellectual property infringement. In addition to the time and expense required for us to provide support or indemnification to our customers, any such litigation could disrupt the businesses of our customers, which in turn could hurt our relationships with our customers and cause the sale of our products to decrease. We cannot assure you that claims for indemnification will not be made or that if made, such claims would not materially harm our business, operating results or financial conditions.

Any potential dispute involving our patents or other intellectual property could also include our industry partners and customers, which could trigger our indemnification obligations to them and result in substantial expense to us.

In any potential dispute involving our patents or other intellectual property, our licensees could also become the target of litigation, and certain customers have received notices of written offers from our competitors and others claiming to have patent rights in certain technology and inviting our customers to license this technology. Because we indemnify our licensees and customers for intellectual property claims made against them for products incorporating our technology, any litigation could trigger technical support and indemnification obligations in some of our license agreements, which could result in substantial payments and expenses by us. In addition to the time and expense required for us to supply support or indemnification to our licensees and customers, any such litigation could severely disrupt or shut down the business of our customers, which in turn could hurt our relations with our customers and cause the sale of our proprietary technologies and products to decrease.

Our failure to comply with obligations under open source licenses could require us to release our source code to the public or cease distribution of our products, which could harm our business, financial condition and results of operations.

Some of the software used with our products, as well as that of some of our customers, may be derived from so-called “open source” software that is generally made available to the public by its authors and/or other third parties. Such open source software is often made available to us under licenses, such as the GNU General Public License, which impose certain obligations on us in the event we were to make available derivative works of the open source software. These obligations may require us to make source code for the derivative works available to the public, and/or license such derivative works under a particular type of license, rather than the licenses we customarily use to protect our intellectual property. In addition, there is little or no legal precedent for interpreting the terms of certain of these open source licenses, including the determination of which works are subject to the terms of such licenses. While we believe we have complied with our obligations under the various applicable licenses for open source software, in the event the copyright holder of any open source software were to successfully establish in court that we had not complied with the terms of a license for a particular work, we could be required to release the source code of that work to the public and/or stop distribution of that work.

The complexity of our semiconductor solutions could result in unforeseen delays or expenses from undetected defects or design errors in hardware or software, which could reduce the market acceptance for our semiconductor solutions, damage our reputation with current or prospective customers and increase our costs.

Highly complex semiconductor solutions such as ours can contain defects and design errors, which, if significant, could impair performance or prevent compliance with industry standards. We have not in the past, but may in the future, experience such significant defects or design errors. In addition, our semiconductor solutions must be certified by individual wireless carriers that such solutions function properly on the carrier’s network before our solutions can be designed into a particular product. If any of our semiconductor solutions have reliability, quality or compatibility problems from defects or design errors, we may not be able to successfully correct these problems in a timely manner, or at all. Furthermore, we may experience production delays and increased costs correcting such problems. Issues in the carrier certification process, which varies among carriers, may also create delays. Consequently, and because our semiconductor solutions are a critical component of our customers’ products, our reputation may be irreparably damaged, and customers may be reluctant to buy our semiconductor solutions, which could harm our ability to retain existing customers and attract new customers and harm our financial results. In addition, these defects or design errors or delays in the carrier certification process could interrupt or delay sales to our customers. If any of these problems are not found until after we have commenced commercial production of a new semiconductor solution, we may be required to incur additional development costs and product recalls, repairs or replacement costs. Furthermore, we provide warranties on our products ranging from one to two years, and thus may be obligated to refund

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sales with respect to products containing defects, errors or bugs. These problems may also result in claims against us by our customers or others, all of which could damage our reputation and increase our costs.

We are subject to risks inherent in our international operations.

Our international revenues account for a substantial majority of our total revenues. As a result, we must provide significant service and support globally. We intend to maintain or expand our international operations and expect to incur costs doing so. We cannot assure you that we will be able to recover our investments in international markets. Our results of operations could be adversely affected by a variety of factors, including:

•	the longer payment cycles associated with many foreign customers;

•	the typically longer periods from placement of orders to revenue recognition in certain international and emerging markets;

•	currency fluctuations;

•	the difficulties in interpreting or enforcing our agreements and collecting receivables through many foreign countries’ legal systems;

•	unstable regional political and economic conditions or changes in restrictions on trade among countries;

•	changes in the political, regulatory, safety or economic conditions in a country or region;

•	the imposition by governments of additional taxes, tariffs, global economic sanctions programs or other restrictions on foreign trade, including recent U.S. and Chinese tariffs;

•	any inability to comply with export or import laws and requirements or any violation of sanctions regulations, which may result in enforcement actions, civil or criminal penalties and restrictions on exports;

•	any increase in the cost of trade compliance functions to comply with changes to regulatory requirements; and

•	the possibility that it may be more difficult to protect our intellectual property in foreign countries.

In addition, our global operations are subject to numerous U.S. and foreign laws and regulations, including those related to anti-corruption, tax, corporate governance, imports and exports, financial and other disclosures, privacy and labor relations. These laws and regulations are complex and may have differing or conflicting legal standards, making compliance difficult and costly. In addition, there is uncertainty regarding how proposed, contemplated or future changes to these complex laws and regulations could affect our business. We may incur substantial expense in complying with the new obligations to be imposed by these laws and regulations, and we may be required to make significant changes in our business operations, all of which may adversely affect our revenues and our business overall. If we violate these laws and regulations we could be subject to fines, penalties or criminal sanctions, and may be prohibited from conducting business in one or more countries. Although we have implemented policies and procedures to help ensure compliance with these laws and regulations, there can be no assurance that our employees, contractors, agents or partners will not violate such laws and regulations. Any violation individually or in the aggregate could have a material adverse effect on our operations and financial condition.

The decision by British voters to exit the European Union may negatively impact our operations.

The United Kingdom's formal exit from the European Union on January 31, 2020, commonly referred to as Brexit, has caused, and may continue to cause, uncertainty in the global markets. The U.K. is expected to enter a transition period until December 31, 2020.

If the United Kingdom and the European Union do not reach acceptable agreements, it will likely have an adverse impact on labor and trade in addition to creating further short-term uncertainty and currency volatility. In the absence of a future trade deal, the United Kingdom’s trade with the European Union and the rest of the world would be subject to tariffs and duties set by the World Trade Organization. Any adjustments we make to our business and operations as of Brexit could result in significant time and expense to complete.

While we have not experienced any material financial impact from Brexit on our business to date as we only make intercompany sales from Sequans Communications Ltd., our United Kingdom subsidiary, to Sequans Communications S.A., we cannot predict its future implications. Any impact from Brexit on our business and operations over the long term will depend, in part, on the outcome of tariff, tax treaties, trade, regulatory, and other negotiations the United Kingdom conducts.

A portion of our software development and testing activity is outsourced to a third-party provider based in Kiev, Ukraine. If political developments in Ukraine and Russia escalate to open hostilities, some of our product development activities and some customer software support activities could be adversely affected.

While we have our key engineering competencies in-house, primarily in France, the United Kingdom, Israel and the United States, we outsource some application software development and testing activities to an independent third-party

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provider of engineering services. We work with a dedicated team of 31 software engineers based in Kiev, Ukraine. As a result of the decision of the Russian government to annex the Crimea region of Ukraine, the United States and the European Community have imposed economic sanctions on Russia. If Ukraine experiences further political instability, these engineers may be unable to work for a sustained period of time, which could adversely impact our research and development operations. We also have our own electronic equipment physically in place in Kiev, which could be at risk in the event of violence in the region. We have developed a contingency plan to trigger if the engineers in Kiev are unable to continue working on their projects for us, but if our contingency plan is not effective, we could suffer delays in product introduction or delays in resolution of customer software bugs, which could have a negative impact on our revenues.

The loss of any of our key personnel could seriously harm our business, and our failure to attract or retain specialized technical, management or sales and marketing employees could impair our ability to grow our business.

We believe our future success will depend in large part upon our ability to attract, retain and motivate highly skilled management, engineering and sales and marketing personnel. The loss of any key employees or the inability to attract, retain or motivate qualified personnel, including engineers and sales and marketing personnel could delay the development and introduction of and harm our ability to sell our semiconductor solutions. We believe that our future success is dependent on the contributions of Georges Karam, our co-founder and chief executive officer. The loss of the services of Dr. Karam, other executive officers or certain other key personnel could materially harm our business, financial condition and results of operations. For example, if any of these individuals were to leave unexpectedly, we could face substantial difficulty in hiring qualified successors, and could experience a loss in productivity during the search for any such successor and while any successor is integrated into our business and operations.

Our key technical and engineering personnel represent a significant asset and serve as the source of our technological and product innovations. We plan to recruit additional design and application engineers with expertise in wireless broadband communications technologies. We may not be successful in attracting, retaining and motivating sufficient technical and engineering personnel to support our anticipated growth. In addition, to expand our customer base and increase sales to existing customers, we will need to hire additional qualified sales personnel. The competition for qualified marketing, sales, technical and engineering personnel in our industry is very intense. If we are unable to hire, train and retain qualified marketing, sales, technical and engineering personnel in a timely manner, our ability to grow our business will be impaired. In addition, if we are unable to retain our existing sales personnel, our ability to maintain or grow our current level of revenue will be harmed.

Rapidly changing standards could make our semiconductor solutions obsolete, which would cause our operating results to suffer.

We design our semiconductor solutions to conform to standards set by industry standards bodies such as the Institute of Electrical and Electronics Engineers, Inc. (IEEE), the 3rd Generation Partnership Project (3GPP) and Open Mobile Alliance (OMA). We also depend on industry groups such as the Global Certification Forum (GCF) and the PTS Type Certification Review Board (PTCRB) to help certify and maintain certification of our semiconductor solutions. If our customers adopt new or competing industry standards that are not compatible with our semiconductor solutions, if industry groups fail to adopt standards compatible with our semiconductor solutions or if our customers are requiring chip certifications that we did not design our products for, our existing semiconductor solutions would become less desirable to our customers and our sales would suffer. The emergence of markets for our products is affected by a variety of factors beyond our control. In particular, our semiconductor solutions are designed to conform to current specific industry standards. Competing standards may emerge that are preferred by our customers, which could also reduce our sales and require us to make significant expenditures to develop new semiconductor solutions. For example, in the Internet of Things markets, we expect to face indirect competition from companies such as SIGFOX or others using LoRa Wireless RF technology, a long range, low power consumption and data transmission protocol for Internet of Things devices. Wireless carriers have started testing 5G technology, the next phase of mobile telecommunications standards, which is expected to be introduced in scale to the market starting in 2020. If we are unable to successfully develop or commercialize products for the 5G standard, our semiconductor solutions could become obsolete, which would cause our sales and financial results to suffer. Governments and foreign regulators may adopt standards that are incompatible with our semiconductor solutions, favor alternative technologies or adopt stringent regulations that would impair or make commercially unviable the deployment of our semiconductor solutions. In addition, existing standards may be challenged as infringing upon the intellectual property rights of other companies or may become obsolete.

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We outsource our assembly, testing, warehousing and shipping operations to third parties, and if these parties fail to produce and deliver our products in a timely manner and in accordance with our specifications, our reputation, customer relationships and operating results could suffer.

We rely on third parties for the assembly, testing, warehousing and shipping of our products. We rely on United Test and Assembly Center Ltd., or UTAC; Siliconware Precision Industries Limited, or SPIL; StatschipPac Limited, or SPC; and other third-party assembly and test subcontractors for assembly and testing chipsets. We rely on Universal Scientific Industrial (Shanghai) Ltd., or USI, and Asiatelco Technologies Co., or Asiatelco, for manufacturing of our modules. We further rely on a single company for logistics and storage. We depend on these parties to supply us with material of a requested quantity in a timely manner that meets our standards for yield, cost and manufacturing quality. We are unable to maintain the same level of oversight and control of these outsourced operations as we would if we were to conduct them internally.

The services provided by these vendors could be subject to disruption for a variety of reasons, including natural disasters, such as earthquakes, labor disputes, power outages, or if our relationship with a vendor is damaged. If we experience problems at a particular location, we would be required to transfer the impacted services to a backup vendor, which could be costly and require a significant amount of time. During such a transition, we would be required to meet customer demand from our then-existing inventory, as well as any partially finished goods that can be modified to the required product specifications, which may not be possible or cost effective. Further, we do not have any long-term agreements with any of these vendors. If one or more of these vendors terminates its relationship with us, allocates capacity to other customers or if we encounter any problems with our supply chain, it could harm our ability to ship our products to our customers on time and in the quantity required, which in turn could cause an unanticipated decline in our sales and possibly damage our customer relationships.

Certain natural disasters, such as coastal flooding, large earthquakes, volcanic eruptions or pandemics, may negatively impact our business. Any disruption to the operations of our foundry and assembly and testing subcontractors could cause significant delays in the production or shipment of our products.

If coastal flooding, a large earthquake, volcanic eruption, pandemic or other natural disaster were to directly damage, destroy or disrupt TSMC’s manufacturing facilities or the facilities of our testing, assembly and manufacturing contractors, it could disrupt our operations, delay new production and shipments of existing inventory, or result in costly repairs, replacements or other costs, all of which would negatively impact our business. For example, substantially all of our semiconductor solutions are manufactured by a third-party contractor located in Taiwan. The risk of an earthquake or tsunami in Taiwan, such as the major earthquakes that occurred in Taiwan in December 2006 and February 2016, and elsewhere in the Pacific Rim region, is significant due to the proximity of major earthquake fault lines to the facilities of our foundry vendor and assembly and testing subcontractors. Even if these facilities are not directly damaged, a large natural disaster may result in disruptions in distribution channels or supply chains. Although our third-party contractors did not suffer any significant damage as a result of the most recent earthquakes, the February 2016 earthquake caused shipment delays in the first and second quarter of 2016, and the occurrence of additional earthquakes or other natural disasters could result in the disruption of our foundry vendor or assembly and testing capacity. For instance, the last major earthquake and tsunami in Japan, though it did not directly cause damage to any of our third-party contractors, may impair the ability of such contractors to procure components from vendors in Japan, and alternative suppliers may not be available in a timely manner or at all, and may impair the ability of our customers to procure components other than ours that are necessary to their production process, which in turn could result in a slowing of their production, and consequently, of purchases of our products. Any disruption resulting from such events could cause significant delays in the production or shipment of our semiconductor solutions as well as significant increases in our transportation costs until we are able to shift our manufacturing, assembling or testing from an affected contractor to an alternative vendor.

We may experience difficulties in transitioning to new wafer fabrication process technologies or in achieving higher levels of design integration, which may result in reduced manufacturing yields, delays in product deliveries and increased costs.

To remain competitive, we expect to continue to transition our semiconductor products to increasingly smaller geometries and to achieve higher levels of design integration. These ongoing efforts require us from time to time to modify the manufacturing processes for our semiconductor solutions and to redesign some solutions, which in turn may result in delays in product deliveries. We periodically evaluate the benefits of migrating to new process technologies to reduce cost and improve performance. We may face difficulties, delays and increased expenses as we transition our products to new processes. We depend on our relationship with TSMC and our testing and assembly subcontractors to transition to new processes successfully. We cannot assure you that TSMC or our testing and assembly subcontractors will be able to effectively manage the transition or that we will be able to maintain our relationship with TSMC or our testing and assembly vendors or develop relationships with new foundries and vendors if necessary. If TSMC, any of our subcontractors or we experience significant delays in transitioning to smaller geometries or fail to efficiently implement transitions, we could experience reduced manufacturing yields, or delays

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in product deliveries and increased costs, all of which could harm our relationships with our customers, our margins and our operating results. As new processes become more prevalent, we expect to continue to integrate greater levels of functionality, as well as end-customer and third-party intellectual property, into our products. However, we may not be able to achieve higher levels of design integration or deliver new integrated products on a timely or cost-effective basis.

Changes in current laws or regulations or the imposition of new laws or regulations could impede the sale of our products or otherwise harm our business.

Wireless networks can only operate in the spectrum allowed by regulators and in accordance with rules governing how that spectrum can be used. Regulators in various countries have broad jurisdiction over the allocation of spectrum for wireless networks, and we therefore rely on these regulators to provide sufficient spectrum and usage rules. For example, countries such as China, India, Japan or Korea heavily regulate all aspects of their wireless communication industries, and may restrict spectrum allocation or usage. If further restrictions were to be imposed over the frequency bands where our semiconductor solutions are designed to operate, we may have difficulty selling our products in those regions. In addition, some of our semiconductor solutions operate in the 2.5 and 3.5 gigahertz, or GHz, bands, which in some countries are also used by government and commercial services such as military and commercial aviation. European and United States regulators have traditionally protected government uses of the 2.5 and 3.5 GHz bands by setting power limits and indoor and outdoor designation, and by requiring that wireless local area networking devices not interfere with other users of the band such as government and civilian satellite services. Changes in current laws or regulations or the imposition of new laws and regulations in the markets in which we operate regarding the allocation and usage of the 2.5 and 3.5 GHz band, may harm the sale of our products and our business, financial condition and results of operations.

Adverse outcomes in tax disputes could subject us to tax assessments and potential penalties.

From time to time, we are subject to tax audits that could result in tax assessments and potential penalties, particularly with respect to claimed research tax credits due to the judgment involved in determining which projects meet the tax code’s criteria for innovation and fundamental research. For example, in May 2015, we received notification from the United Kingdom tax authorities that they made inquiries regarding the calculation method used in our 2014 United Kingdom research tax credit. We disagreed with the tax authorities’ position and defended our position, but ultimately the tax authorities' position prevailed and we settled the matter in 2016 for approximately the amount of the provision recorded in 2015: £170,000 ($252,000). Our actual costs for any disputes in the future may be materially different from the provisions recorded if we are not successful in our appeal of any assessment, which could have a material adverse effect on our business.

Regulations related to “conflict minerals” may force us to incur additional expenses, may result in damage to our business reputation and may adversely impact our ability to conduct our business.

In August 2012, under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC adopted requirements for companies that use certain minerals and derivative metals (referred to as “conflict minerals,” regardless of their actual country of origin) in their products. Some of these metals are commonly used in electronic equipment and devices, including our products. Depending on various circumstances, these requirements require companies to investigate, disclose and report whether or not such metals originated from the Democratic Republic of Congo or adjoining countries. We have an extremely complex supply chain, with numerous suppliers (many of whom are not obligated by the law to investigate their own supply chains) for the components and parts used in each of our products. As a result, we may incur significant costs to comply with the diligence and disclosure requirements, including costs related to determining the source of any of the relevant metals used in our products. In addition, because our supply chain is so complex, we may not be able to sufficiently verify the origin of all the relevant metals used in our products through the due diligence procedures that we implement, which may harm our business reputation. We may also face difficulties in satisfying customers if they require that we prove or certify that our products are “conflict free.” Key components and parts that can be shown to be “conflict free” may not be available to us in sufficient quantity, or at all, or may only be available at significantly higher cost to us. If we are not able to meet customer requirements, customers may choose to disqualify us as a supplier. Any of these outcomes could adversely impact our business, financial condition or results of operations.

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Fluctuations in foreign exchange rates may harm our financial results.

Our functional currency is the U.S. dollar. Substantially all of our sales are denominated in U.S. dollars and the payment terms of all of our significant supply chain vendors are also denominated in U.S. dollars. We incur operating expenses and hold assets and liabilities denominated in currencies other than the U.S. dollar, principally the euro, and to a lesser extent the British pound sterling, the Chinese yuan and the New Israeli shekel. As a result, our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates, primarily the U.S. dollar to euro exchange rate. As we grow our operations, our exposure to foreign currency risk could become more significant. If there had been a 10% increase or decrease in the exchange rate of the U.S. dollar to the euro, as measured using the Company's 2019 weighted average exchange rate of one euro = $1.1218, we estimate the impact, in absolute terms, on operating expenses for the year ended December 31, 2019 would have been $3.8 million.

Our exposure to foreign currency risk may change over time as business practices evolve and economic conditions change.

We from time to time enter into foreign currency hedging contracts primarily to reduce the impact of variations in the U.S. dollar to euro exchange rate on our operating expenses denominated in euros. However, hedging at best reduces volatility and helps to lock in a target rate for the following six to twelve months but cannot eliminate the fundamental exposure and may not be effective.

Our business and operations could suffer in the event of security breaches.

Attempts by others to gain unauthorized access to our information technology systems are becoming more sophisticated. These attempts, which might be related to industrial or other espionage, include covertly introducing malware to our computers and networks and impersonating authorized users, among others. Hackers may also develop and deploy viruses, worms and other malicious software programs that attack or otherwise exploit security vulnerabilities in our systems or products. Attacks may create system disruptions, cause shutdowns or result in the corruption of our engineering data, which could result in delays in product development or software updates and harm our business. Additionally, the theft, unauthorized use or publication of our intellectual property and/or confidential business information could harm our competitive position, reduce the value of our investment in research and development and other strategic initiatives or otherwise adversely affect our business. To the extent that any security breach results in inappropriate disclosure of our customers’ or business partners’ confidential information, we may incur liability as a result. We could also suffer monetary and other losses, including reputational harm, which costs we may not be able to recover. We seek to detect and investigate all security incidents and to prevent their recurrence, but in some cases, we might be unaware of an incident or its magnitude and effects. While we have identified some incidents involving attempts at unauthorized access, we are not aware of any that have succeeded. We expect to continue to devote resources to the security of our information technology systems.

Our global operations are subject to risks for which we may not be adequately insured.

Our global operations are subject to many risks including errors and omissions, infrastructure disruptions, such as large-scale outages or interruptions of service from utilities or telecommunications providers, supply chain interruptions, third-party liabilities and fires or natural disasters. No assurance can be given that we will not incur losses beyond the limits or outside the scope of coverage of our insurance policies. From time-to-time, various types of insurance may not be available on commercially acceptable terms or, in some cases, at all. We cannot assure you that in the future we will be able to maintain existing insurance coverage or that premiums will not increase substantially. We maintain limited insurance coverage and in some cases no coverage for natural disasters and sudden and accidental environmental damages as these types of insurance are sometimes not available or available only at a prohibitive cost. Accordingly, we may be subject to an uninsured or under-insured loss in such situations.

Changes in International Financial Reporting Standards (“IFRS”) could adversely affect our financial results and may require significant changes to our internal accounting systems and processes.

We prepare our consolidated financial statements in conformity with IFRS. These principles are subject to interpretation by the International Accounting Standard Board and various bodies formed to interpret and create appropriate accounting principles and guidance. The IFRS periodically issues new accounting standards on a variety of topics. For information regarding new accounting standards, please refer to Note 2.2 of Notes to Consolidated Financial Statements under the heading “Changes in accounting policy and disclosures.” These and other such standards generally result in different accounting principles, which may significantly impact our reported results or could result in variability of our financial results.

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In preparing our financial statements we make certain assumptions, judgments and estimates that affect amounts reported in our consolidated financial statements, which, if not accurate, may significantly impact our financial results.

In preparing our financial statements, we make assumptions, judgments and estimates for a number of items. These assumptions, judgments and estimates are drawn from historical experience and various other factors that we believe are reasonable under the circumstances as of the date of the consolidated financial statements. Actual results could differ materially from our estimates, and such differences could significantly impact our financial results.

Risks Related to Material Weaknesses in Our Internal Control Over Financial Reporting

Pursuant to the Sarbanes-Oxley Act of 2002, we are required to document and test our internal control procedures and to provide a report by management on internal control over financial reporting, including management’s assessment of the effectiveness of such control.

In the course of preparing our 2018 consolidated financial statements, we identified a deficiency in our internal control over financial reporting that constituted a material weakness in our internal control over financial reporting. We determined that our management’s review controls and other controls over the accounting and presentation of complex, non-routine transactions were not adequately designed and documented. In 2018, the complex, non-routine transaction that exposed the material weakness was the amendment of convertible bonds issued in prior years as well as the issuance of new financial instruments with equity components and their associated deferred tax impacts. Specifically, our management identified that our controls lacked sufficient specificity, including evaluation of all relevant accounting standards for these complex transactions.

This material weakness was not remediated in 2019 as we identified that our management’s review controls and other controls over the accounting and presentation of certain transactions were not adequately designed and operated. These included certain complex revenue arrangements entered into in 2019 and certain revenue transactions including the related variable consideration in certain instances that were not recorded in the proper period for annual or interim financial information purposes. Specifically, our management identified that our controls lacked sufficient specificity, including proper evaluation of all relevant accounting standards for these transactions.

We have historically relied on internal resources to address complex and unusual International Financial Reporting Standards accounting treatment, such as in the case of our convertible bonds and revenue recognition for complex agreements. In an effort to remediate our material weakness, we intend to engage external consultants with appropriate training going forward to assist us with respect to the documentation of assumptions used and the development of accounting positions for complex or unusual transactions, including commercial contracts.

Although we are working to remedy the material weakness, there can be no assurance as to when the remediation will be completed, and we can give no assurances that other material weaknesses will not arise in the future. Failure to comply with Section 404 of the Sarbanes-Oxley Act could also potentially subject us to sanctions or investigations by the SEC or other regulatory authorities. Deficiencies, including any material weakness, in our internal control over financial reporting that have not been remediated or that may occur in the future could result in misstatements of our results of operations, restatements of our financial statements, a decline in our stock price, suspension or delisting of our ADSs from the New York Stock Exchange, or otherwise materially adversely affect our business, reputation, results of operations and financial condition.

Risks Related to Ownership of Our Shares and ADSs

Fluctuations in our operating results on a quarterly or annual basis and difficulty predicting our quarterly operating results could cause the market price of the ADSs to decline.

Our revenue and operating results have fluctuated significantly from period to period in the past and will do so in the future. As a result, you should not rely on period-to-period comparisons of our operating results as an indication of our future performance. In future periods, our revenue and results of operations may be below the expectations of analysts and investors, which could cause the market price of the ADSs to decline.

Factors that may cause our operating results to fluctuate include but are not limited to:

•	reductions in orders or cancellations by our customers;

•	changes in customer mix, the mix of products and services sold and the mix of geographies in which our products and services are sold;

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•	reduced visibility into our customers’ spending plans and associated revenue;

•	current and potential customer, partner and supplier consolidation and concentration;

•	changes in the size, growth or growth prospects of the LTE and IoT markets;

•	changes in the competitive dynamics of our market, including new entrants or pricing pressures, and our ability to compete in the LTE and IoT markets;

•	timing and success of commercial deployments of and upgrades to 4G wireless networks and the next generation 5G wireless networks;

•	timely availability, at a reasonable cost, of adequate manufacturing capacity with the sole foundry that manufactures our products;

•	our ability to successfully define, design and release new products in a timely manner that meet our customers’ needs;

•	timing and growth rate of revenues from the LTE and IoT markets;

•	changes in manufacturing costs, including wafer, test and assembly costs, mask costs and manufacturing yields;

•	the timing of product announcements by competitors or us;

•	costs associated with litigation, especially related to intellectual property and securities class actions;

•	costs associated with any violation of the U.S. Foreign Corrupt Practices Act, the United Kingdom Bribery Act, or other similar foreign laws;

•	impairment of our ability to transact business in the European Union and uncertainty as to national laws and regulations, including intellectual property rights, following the United Kingdom’s exit from the European Union;

•	the effects of a widespread outbreak of contagious disease, including the recent outbreak of respiratory illness caused by a novel COVID-19 first identified in Wuhan, Hubei Province, China;

•	changing economic and political conditions at a global or local level;

•	how well we execute on our strategy and operating plans and the impact of changes in our business model that could result in significant restructuring changes; and

•	our ability to achieve targeted cost reductions.

Moreover, sales of our semiconductor solutions fluctuate from period to period due to cyclicality in the semiconductor industry and the short product life cycles and wide fluctuations in product supply and demand characteristic of this industry. We expect these cyclical conditions to continue. Due to our limited operating history, we have yet to experience an established pattern of seasonality. However, business activities in Asia generally slow down in the first quarter of each year during the lunar new year period, which could harm our sales and results of operations during the period. Our expense levels are relatively fixed in the short-term and are based, in part, on our future revenue projections. If revenue levels are below our expectations, we may experience declines in margins and profitability or incur a loss from our operations. As a result, our quarterly operating results are difficult to predict, even in the near term, which may result in our revenue and results of operations being below the expectations of analysts and investors, and which could cause the market price of the ADSs to decline.

If securities or industry analysts cease to publish research reports about us or our industry, or if they adversely change their recommendations regarding the ADSs, the market price for the ADSs and trading volume could decline.

The trading market for the ADSs is influenced by research reports that industry or securities analysts publish about us or our industry. If one or more analysts who cover us downgrade the ADSs, the market price for the ADSs would likely decline. If one or more of these analysts ceases coverage of us or fails to regularly publish reports on us, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for the ADSs to decline.

We have no present intention to pay dividends on our ordinary shares in the foreseeable future and, consequently, your only opportunity to achieve a return on your investment during that time is if the price of the ADSs appreciates.

We have no present intention to pay dividends on our ordinary shares in the foreseeable future. Any recommendation by our board of directors to pay dividends will depend on many factors, including our financial condition, results of operations, legal requirements and other factors. Accordingly, if the price of the ADSs falls in the foreseeable future, you will incur a loss on your investment, without the likelihood that this loss will be offset in part or at all by potential future cash dividends. In addition, even if we were to pay a dividend on our ordinary shares, French law may prohibit paying such dividends to holders of the ADSs or the tax implications of such payments may significantly diminish what you receive.

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French law may limit the amount of dividends we are able to distribute and exchange rate fluctuations may reduce the amount of U.S. dollars you receive in respect of any dividends or other distributions we may pay in the future in connection with your ADSs.

Although our consolidated financial statements are denominated in U.S. dollars, under French law, the determination of whether we have been sufficiently profitable to pay dividends is made on the basis of our unconsolidated annual financial statements under the French commercial code in accordance with generally accepted accounting principles in France, which we refer to as French GAAP. Therefore, we may be more restricted in our ability to declare dividends than companies not based in France. In addition, exchange rate fluctuations may affect the amount of euros that we are able to distribute, and the amount in U.S. dollars that our shareholders receive upon the payment of cash dividends or other distributions we declare and pay in euros, if any. These factors could harm the value of the ADSs, and, in turn, the U.S. dollar proceeds that holders receive from the sale of the ADSs.

You may not be able to exercise your right to vote the ordinary shares underlying your ADSs.

Holders of ADSs may exercise voting rights with respect to the ordinary shares represented by the ADSs only in accordance with the provisions of the deposit agreement. The deposit agreement provides that, upon receipt of notice of any meeting of holders of our ordinary shares, the depositary will, as soon as practicable thereafter, fix a record date for the determination of ADS holders who shall be entitled to give instructions for the exercise of voting rights. Upon timely receipt of notice from us, if we so request, the depositary shall distribute to the holders as of the record date (i) the notice of the meeting or solicitation of consent or proxy sent by us and (ii) a statement as to the manner in which instructions may be given by the holders.

You may instruct the depositary of your ADSs to vote the ordinary shares underlying your ADSs. Otherwise, you will not be able to exercise your right to vote, unless you withdraw the ordinary shares underlying the ADSs you hold. However, you may not know about the meeting far enough in advance to withdraw those ordinary shares. If we ask for your instructions, the depositary, upon timely notice from us, will notify you of the upcoming vote and arrange to deliver our voting materials to you. We cannot guarantee you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your ordinary shares or to withdraw your ordinary share so that you can vote them yourself. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions, or for the manner of carrying out voting instructions. This means that you may not be able to exercise your right to vote, and there may be nothing you can do if the ordinary shares underlying your ADSs are not voted as you requested.

You may be subject to limitations on the transfer of your ADSs.

Your ADSs, which may be evidenced by ADRs, are transferable on the books of the depositary. However, the depositary may close its books at any time, or from time to time when it deems expedient in connection with the performance of its duties. The depositary may refuse to deliver, transfer or register transfers of your ADSs when our books or the books of the depositary are closed, or at any time, if we or the depositary think it is advisable to do so because of any requirement of law, government or governmental body, or under any provision of the deposit agreement, or for any other reason.

As a foreign private issuer, we are exempt from a number of rules under the U.S. securities laws and are permitted to file less information with the SEC than a U.S. company, our ordinary shares are not listed, and we do not intend to list our shares, on any market in France, our home country. This may limit the information available to holders of the ADSs.

We are a “foreign private issuer”, as defined in the SEC’s rules and regulations and, consequently, we are not subject to all of the disclosure requirements applicable to public companies organized within the United States. For example, we are exempt from certain rules under the Exchange Act that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to a security registered under the Exchange Act, including the U.S. proxy rules under Section 14 of the Exchange Act. In addition, our officers and directors are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of our securities. Moreover, while we have and expect to continue to submit quarterly interim consolidated financial data to the SEC under cover of the SEC’s Form 6-K, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. public companies, and are not required to file quarterly reports on Form 10-Q or current reports on Form 8-K under the Exchange Act. Furthermore, our ordinary shares are not listed, and we do not currently intend to list our ordinary shares on any market in France, our home country. As a result, we are not subject to the reporting and other requirements of listed companies in France. For instance, we are not required to publish quarterly or semi-annual financial statements. Accordingly, there is less publicly available information concerning our company than there would be if we were a U.S. public company.

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As a foreign private issuer, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from NYSE corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with NYSE corporate governance listing standards.

As a foreign private issuer listed on the NYSE, we are subject to NYSE corporate governance listing standards. However, NYSE rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in France, which is our home country, may differ significantly from NYSE corporate governance listing standards. For example, neither the corporate laws of France nor our by-laws require a majority of our directors to be independent, and we could include non-independent directors as members of our compensation committee and nominating committee, and our independent directors would not necessarily hold regularly scheduled meetings at which only independent directors are present. Currently, we intend to comply with the NYSE corporate governance listing standards to the extent possible under French law. However, if we choose to change such practice to follow home country practice in the future, our shareholders may be afforded less protection than they otherwise would under NYSE corporate governance listing standards applicable to U.S. domestic issuers.

U.S. holders of the ADSs may suffer adverse tax consequences if we are characterized as a Passive Foreign Investment Company.

Generally, if for any taxable year 75% or more of our gross income is passive income, or at least 50% of our assets are held for the production of, or produce, passive income, we would be characterized as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes. To determine if at least 50% of our assets are held for the production of, or produce, passive income, we may use the market capitalization method for certain periods. Under the market capitalization method, the total asset value of a company would be considered to equal the fair market value of its outstanding shares plus outstanding indebtedness on a relevant testing date. Because the market price of the ADSs has fluctuated substantially and is likely to fluctuate in the future, and the market price may affect the determination of whether we will be considered a PFIC, there can be no assurance that we will not be considered a PFIC for any taxable year. While we do not believe we were a PFIC for 2019, there is no assurance that we will not be a PFIC in 2020 or later years. If we are characterized as a PFIC, U.S. holders of the ADSs may suffer adverse tax consequences, including having gains realized on the sale of the ADSs treated as ordinary income, rather than capital gain, the loss of the preferential rate applicable to dividends received on the ADSs by individuals who are U.S. holders, having interest charges apply to distributions by us and the proceeds of ADS sales and additional reporting requirements. We do not expect to provide to U.S. holders, the information needed to report income and gain pursuant to a “qualified electing fund” election, which election would alleviate some of the adverse tax consequences of PFIC status, and we make no undertaking to provide such information in the event that we are a PFIC. See “Item 10.E—Taxation—Material United States Federal Income Tax Consequences.”

We are subject to legal actions that could distract our management and increase costs, which may adversely affect our financial condition or our reputation.

In August 2017, two securities class action lawsuits were filed, which were consolidated into a single lawsuit in September 2017, alleging violations of the U.S. federal securities laws by us, our President and CEO, and our Chief Financial Officer. The plaintiffs asserted claims primarily based on purported misrepresentations regarding Sequans’ revenue recognition policy in its Annual Reports on Form 20-F for the fiscal years ended 2015 and 2016. In particular, plaintiffs claim that an August 1, 2017 press release, in which we disclosed a $740,000 reduction in previously-recognized revenue, indicated that representations in earlier public disclosures regarding revenue were false or misleading. An amended complaint was filed in April 2018, and the Company and the individual defendants subsequently filed a motion to dismiss. On September 30, 2019, the Court issued a decision dismissing the claims against our CFO, but permitting the claims against the Company and our CEO to proceed. Following a second mediation session in the latter half of March 2020, the parties reached a tentative settlement on March 25, 2020 subject to formal documentation and court approval. If the settlement is not approved, we intend to vigorously defend against this lawsuit. In any case we currently do not expect that the costs of the ultimate resolution will exceed our insurance coverage. However, an unfavorable outcome in any lawsuit or proceeding could have an adverse impact on our business, financial condition and results of operations. Further, if our stock price is volatile, we may become involved in further litigation. Any current or future litigation, regardless of its merits, could result in substantial costs and a diversion of our management’s attention and resources that are needed to successfully run our business.

You may be unable to recover in civil proceedings for U.S. securities laws violations.

We are a corporation organized under the laws of France. The majority of our directors are citizens and residents of countries other than the United States, and the majority of our assets are located outside of the United States. Accordingly, it

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may be difficult for investors to obtain jurisdiction over us or our directors in courts in the United States and enforce against us or them judgments obtained against us or them. In addition, we cannot assure you that civil liabilities predicated upon the federal securities laws of the United States will be enforceable in France.

ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action.

        The deposit agreement governing the ADSs representing our ordinary shares provides that, to the fullest extent permitted by law, ADS holders waive the right to a jury trial of any claim they may have against us or the depositary arising out of or relating to our shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws.

        If we or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by the United States Supreme Court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of New York, which govern the deposit agreement, by a federal or state court in the City of New York, which has non-exclusive jurisdiction over matters arising under the deposit agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the deposit agreement and the ADSs. It is advisable that you consult legal counsel regarding the jury waiver provision before entering into the deposit agreement.

        If you or any other holders or beneficial owners of ADSs bring a claim against us or the depositary in connection with matters arising under the deposit agreement or the ADSs, including claims under federal securities laws, you or such other holder or beneficial owner may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us and / or the depositary. If a lawsuit is brought against us and/or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in any such action.

        Nevertheless, if this jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the deposit agreement with a jury trial.

No condition or provision of the deposit agreement or ADSs serves as a waiver by any holder or beneficial owner of ADSs or by us or the depositary of compliance with any substantive provision of the U.S. federal securities laws and the rules and regulations promulgated thereunder.

The rights of shareholders in companies subject to French corporate law differ in material respects from the rights of shareholders of corporations incorporated in the United States.

We are a French company with limited liability. Our corporate affairs are governed by our by-laws and by the laws governing companies incorporated in France. The rights of shareholders and the responsibilities of members of our board of directors are in many ways different from the rights and obligations of shareholders in companies governed by the laws of U.S. jurisdictions. For example, in the performance of its duties, our board of directors is required by French law to consider the interests of our company, its shareholders, its employees and other stakeholders, rather than solely our shareholders and/or creditors. It is possible that some of these parties will have interests that are different from, or in addition to, your interests as a shareholder.

Our by-laws and French corporate law contain provisions that may delay or discourage a takeover attempt.

Provisions contained in our by-laws and the corporate laws of France, the country in which we are incorporated, could make it more difficult for a third party to acquire us, even if doing so might be beneficial to our shareholders. In addition, provisions of our by-laws impose various procedural and other requirements, which could make it more difficult for shareholders to effect certain corporate actions. These provisions include the following:

•	our shares are in registered form only, and we must be notified of any transfer of our shares in order for such transfer to be validly registered;

•	our by-laws provide for directors to be elected for three-year terms, and we intend to elect one third of the directors every year;

•	our shareholders may grant our board of directors, broad authorizations to increase our share capital;

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•	our board of directors has the right to appoint directors to fill a vacancy created by the resignation, death or removal of a director, subject to the approval by the shareholders of such appointment at the next shareholders’ meeting, which prevents shareholders from having the sole right to fill vacancies on our board of directors;

•	our board of directors can only be convened by its chairman except when no board meeting has been held for more than two consecutive months;

•	our board of directors' meetings can only be regularly held if at least half of the directors attend either physically or by way of secured telecommunications;

•	approval of at least a majority of the shares entitled to vote at an ordinary shareholders’ general meeting is required to remove directors with or without cause;

•	advance notice is required for nominations for election to the board of directors or for proposing matters that can be acted upon at a shareholders’ meeting; and

•	the sections of the by-laws relating to the number of directors and election and removal of a director from office may only be modified by a resolution adopted by 66 2/3% of our shareholders present or represented at the meeting.

The exercise or conversion of outstanding stock options, founders' warrants, restricted shares, warrants and convertible notes into ordinary shares will dilute the percentage ownership of our other shareholders and the sale of such shares may adversely affect the market price of the ADSs.

As of March 20, 2020, there were outstanding stock options, founders' warrants, and restricted shares to purchase an aggregate of approximately 12.2 million of our ordinary shares (representing approximately 3.1 million ADSs), and more restricted shares, options and warrants will likely be granted in the future to our officers, directors, employees and consultants. We also have outstanding issuances of convertible notes: one issued in 2015 with further subscription of notes in 2018 (the "2015 Notes"), one issued in 2016 (the "2016 Notes"), one issued in May 2019 (the "May 2019 Notes") and one issued in August 2019 (the "August 2019 Notes"). The 2015 Notes may be converted into 3.4 million ADSs at a conversion price of $6.80 per ADS, the 2016 Notes may be converted into 1.7 million ADSs at a conversion price of $4.90 per ADS, the May 2019 Notes may be converted into 0.7 million ADSs at a conversion price of $4.84 per ADS and the August 2019 Notes may be converted into 1.5 million ADSs at a conversion price of $4.12 per ADS. In September 2018, we issued warrants to purchase 0.5 million ADSs with an exercise price of $6.80 per ADS to the holder of the Notes. In October 2018, we issued warrants to purchase 0.2 million ADSs with an exercise price of $5.36 per ADS to the venture debt lender in connection with a €12,000,000 debt financing done at that time. In February 2019, we issued warrants to purchase 2.3 million ADSs with an exercise price of €0.08 per ADS to a strategic investor. We may issue additional warrants or convertible notes in connection with acquisitions, borrowing arrangement or other strategic or financial transactions. The exercise of outstanding stock options, warrants, or convertible notes, and the vesting of restricted shares, will dilute the percentage ownership of our other shareholders. The exercise of these options, warrants and convertible notes and the vesting of restricted shares, with the subsequent sale of the underlying ordinary shares could cause a decline in the market price of the ADSs.

We are subject to the Continued Listing Criteria of the New York Stock Exchange (NYSE), and our failure to satisfy these criteria may result in the delisting of our ADSs.

On June 12, 2019, we received written notification from the NYSE that we were not in compliance with the continued listing standard set forth in Section 802.01C of the NYSE Listed Company Manual (Section 802.01C) because the average closing price of our ADSs was less than $1.00 per share over a consecutive 30 trading-day period. In order to regain compliance with the compliance with the continued listing standard set forth in Section 802.01C, we changed the number of our ordinary shares represented by American Depositary Shares, issued by the Bank of New York Mellon as depositary, from 1 ordinary share per ADS to 4 ordinary shares per ADS, effective November 29, 2019. We regained compliance under Section 802.01C after our closing share price on December 12, 2019 and our average closing share price for the 30 trading-day period ending December 12, 2019 both exceeded $1.00.

There can be no assurance that we will remain compliant with the Continued Listing Criteria of the NYSE. If our ADSs are ever delisted and we are not able to list our ADSs on another national securities exchange, we expect our securities would be quoted on an over-the-counter market. If this were to occur, our stockholders could face significant material adverse consequences, including limited availability of market quotations for our ADSs and reduced liquidity for the trading of our securities. In addition, we could experience a decreased ability to issue additional securities and obtain additional financing in the future. There can be no assurance that an active trading market for our ADSs will develop or be sustained.

If we raise additional capital in the future, your ownership in us could be diluted.

Any issuance of equity we may undertake in the future to raise additional capital could cause the price of the ADSs to decline, or require us to issue shares or ADSs at a price that is lower than that paid by holders of our shares or ADSs in the past,

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which would result in those newly issued shares or ADSs being dilutive. If we obtain funds through a credit facility or through the issuance of debt or preferred securities, these securities would likely have rights that are senior to your rights as an ADS holder, which could impair the value of the ADSs.

Item 4. Information on the Company

A.	History and Development of the Company

Our History

Sequans Communications S.A. was incorporated as a société anonyme under the laws of the French Republic on October 7, 2003, for a period of 99 years. We are registered at the Nanterre Commerce and Companies Register under the number 450 249 677. Our principal executive offices are located at 15-55 boulevard Charles de Gaulle, 92700 Colombes, France, and our telephone number is +33 1 70 72 16 00. Our agent for service of process in the U.S. is GKL Corporate/Search, Inc., One Capitol Mall, Suite 660, Sacramento, California 95814.

Our website is www.sequans.com. The information on, or that can be accessed through, our website is not part of this annual report.

As of the date of this annual report, there has been no indication of any public takeover offers by third parties in respect of our ADSs or ordinary shares or by the Company in respect of other companies’ shares.

Principal Capital Expenditures

Our capital expenditures including purchase of intangible assets for the years ended December 31, 2017, 2018 and 2019 amounted to $6.4 million, $9.2 million and $9.1 million, respectively. They primarily consisted of purchases related to LTE product development as well as capitalized development costs. We anticipate our capital expenditures in the year ended December 31, 2020 to be primarily for ongoing 4G and 5G product development. We anticipate our capital expenditure in 2020 to be financed from our cash on hand plus financing from strategic alliances, R&D project financing, issuance of debt and/or equity. Should we decide to broaden our product range by acquiring or developing complementary technologies, we would need additional capital expenditures in order to support development of multi-mode or multi-feature products.

B.	Business Overview

Overview

Sequans Communications S.A. (NYSE: SQNS) is a fabless designer, developer and supplier of cellular semiconductor solutions for Massive, Broadband and Critical Internet of Things (IoT) markets. We offer a comprehensive set of 5G/4G chips and modules fully optimized for non-smartphone devices. Massive IoT refers to applications where the connectivity can be limited in throughput but the technology must be extremely optimized in power consumption and cost to enable massive deployment. It covers applications such as smart mobility and logistics, smart cities, e-health and wellness, and smart homes to name few. On the other side, for Broadband and Critical IoT applications, the technology is optimized to provide to homes, enterprises and industrial sites the highest possible throughput and the lowest latency. While this requirement is similar to what we can see in a smartphone, our solutions focus on providing better trade-off in cost and performance optimized for Broadband IoT devices such as enterprise routers and home gateways. Our product portfolio is composed of chips, or integrated circuits (IC) of baseband processors and radio frequency (RF) transceivers, as well as modules that incorporate these chips along with front end subsystem, and rich software that includes advanced modem and signal processing code as well as protocol stack and higher-layer applications. Our goal is to deliver an advanced set of features with technology optimized to address the IoT requirements: power, cost and size for Massive IoT, and throughput, cost and latency for Broadband and Critical IoT. And for both, to deliver high reliability with advanced security algorithms at a competitive price.

As the old 2G/3G cellular networks are switching-off around the world and operators are expanding the 4G networks coverage and deploying 5G, the Massive, Broadband and Critical IoT markets will be increasingly served with single-mode 4G LTE, or LTE-only, devices and, beginning in 2021, with 5G devices that can fallback to 4G LTE. Sequans has always focused on 4G and 5G as there is very limited value to have 2G/3G for non-smartphone IoT devices . Specifically, we believe there are significant advantages in size, power consumption, product cost, development costs and operator certification costs for our customers to produce LTE-only devices compared to their more expensive, larger, more power hungry and more complex multi-mode 2G/3G/4G counterparts. This is particularly true for Broadband and Critical IoT applications. In addition, the

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completion of 3GPP Release 13/14 in 2016 ratified two new LTE categories targeting low power, low data-use machine-type communications to serve the Massive IoT market. LTE-M (also known as LTE Cat M) and NB-IoT (also known as Cat NB) enable dramatically better power efficiency, reduced module costs and better coverage for Massive IoT devices compared to high-speed LTE (targeting broadband speed) or even 2G or 3G solutions, historically used to provide machine-to-machine (M2M) cellular connectivity. With the evolution in 3GPP release 15 of the standard moving to 5G, compatibility with 4G becomes a requirement. We believe we will be able to deliver dual mode (5G and 4G) products leveraging all our past 4G development efforts and reinforcing our position in both the Massive IoT and Broadband and Critical IoT spaces.

With our solutions we address the rapidly-growing 5G/4G Massive IoT market with the NB-IoT and Cat M technologies which continue to be rolled out around the world while 3G and 2G networks have begun to decline in terms of growth as telecom operators are starting to shut down their 3G and 2G networks. For 5G/4G Massive IoT applications, Sequans provides a comprehensive product portfolio based on its flagship Monarch, Monarch 2 dual mode LTE-M/NB IoT, Monarch N NB-IoT and Calliope Cat 1 chip platforms, featuring industry-leading low power consumption, a large set of integrated functionalities, and global deployment capability.

We also address the Broadband IoT market, mainly consisting of wide-area use cases that require higher throughput, lower latency and larger data volumes than Massive IoT, and the Critical IoT market that includes both wide-area and local-area use cases with requirements for extremely low latency and ultra-high reliability. For 5G/4G Broadband and Critical IoT applications, Sequans is offering products based on its Cassiopeia 4G Cat 4/Cat 6 platform and developing a high-end Taurus 5G/4G chip platform, both optimized for low-cost residential, enterprise, and industrial applications.

Note that many vertical applications, such as Satellite, Avionic, Public Safety and Military are interested to leverage the cellular 4G/5G 3GPP standard to serve their markets. Using our 5G/4G platforms developed originally for the cellular IoT market segments described above, we address this market by offering services to do the required software modifications on such platforms in order to offer optimized solutions for these vertical applications.

The figure below highlights our product portfolio, which allows us to target the IoT market segments described above, with purpose-built, price/performance-optimized chipset solutions. This includes chips and modules that have the advantage to accelerate the time-to-market in some market segments.

From 2005 through December 31, 2019, we shipped approximately 31.9 million 4G baseband-based semiconductor solutions, which have been deployed by leading wireless carriers around the world.

Our 4G LTE solutions are currently in commercial deployments in the United States, Canada, Italy, France, Germany, United Kingdom, Nordic countries, Eastern Europe, Middle East, Indonesia, Malaysia, Philippines, Vietnam, Japan, China, South Korea, India, Australia, Brazil and elsewhere.

In 2013, we introduced a family of 4G LTE modules, complementing our chipset portfolio. We developed it further with the introduction of the Monarch platform in 2016, reinforcing Sequans’ go-to-market strategy with an offering focused on both chipsets and modules. Our value proposal consists of bringing complete ownership of the technology from chipset to module, allowing fast issue resolution, guaranteed longevity, and no external dependency - which provides a unique value compared to traditional module providers.

According to Ericsson Mobility report from November 2019, the number of 4G LTE and 5G devices shipped annually is expected to increase from 178 million in 2019 to 890 million in 2024. Around 8 billion 4G LTE and 5G devices are projected to be deployed in 2024 from 4.2 billion in 2019.

Our 4G LTE solutions are incorporated into devices sold by many leading OEMs and ODMs, including in the Verizon Wireless Ellipsis Jetpack MHS900L portable router, the Thales IoT (formerly Gemalto) ELS31 LTE Category 1 and EMS31 Category M1 industrial M2M modules, the AT&T IMS2 module and in a variety of devices and modules produced by AsiaTEL, Connected Holdings , Daatrics, Foxconn, Gemtek, Geotab, Geotraq, Inseego, Invoxia, LinkLabs, Lockheed Martin, Multitech, Netcomm, Nimbelink, Pebblebee, Polymer Logistics, PoLTE, Positioning Universal Inc, Pycom, Sercomm, Seongji, USI, Technicolor, Tozed, Trackimo, Wistron NeWeb, ZMTel, ZTEWeLink and others.

Industry Background

Evolution of Wireless Networks

The use of wireless communications devices has increased dramatically in the past decade, and mobile phones and wireless data services have become an integral part of day-to-day communication. According to Ericsson Mobility Report from November 2019, mobile data traffic is expected to grow by 27% annually between 2019 and 2025 and most of this will come from video traffic.

This increase in wireless data traffic has been driven by two primary trends. First, the pervasiveness of the Internet with its vast array of rich media content and applications along with users’ desire to be connected anywhere and anytime using a

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variety of different wireless broadband devices is driving a fundamental change in wireless data usage models and increasing demand for high speed wireless data connectivity. Second, rapid advances in performance and functionality have resulted in mobile phones evolving from solely voice-centric communications devices into data-intensive devices, such as smartphones and tablets, that support high-definition video, bandwidth-intensive Internet applications and streaming multimedia content, all of which require additional wireless network throughput. This has created demand for 4G and 5G broadband technology that can serve mobile devices such as smartphone but also that can serve all other non-handset devices such as routers and gateways and we refer to as Broadband IoT devices. On top of this, the price point, size and low power consumption of the more recent 4G LTE variants, Cat M and Cat NB, are expected to facilitate a proliferation of Massive IoT devices, such as those using our solutions for cellular connectivity, and further driving wireless data traffic and volumes of cellular devices. As a result, wireless carrier networks using 2G or 3G technology, originally designed primarily for voice traffic and not optimized for low-power connectivity, strain to reliably handle the dramatic increase in wireless broadband data demand and machines and things connectivity. This has been a major driver of the rapid shift by operators in many regions to 4G LTE technology to better meet this demand.

2G and 3G networks remain constrained by legacy technologies that were designed primarily for voice traffic, which are characterized by limited throughput and inefficient utilization of spectrum. Unable to effectively address the fast-growing demand for wireless broadband data services in a cost-effective manner using legacy 2G and 3G networks, most wireless carriers have moved to what are commonly referred to as ‘4G’ networks using LTE technology, which provide much higher peak downlink and uplink speeds in a more spectrally-efficient manner. The first version of the 3GPP LTE specification, Release 8, defined four User Equipment (UE) categories, or performance levels. UE Category 1 provides peak downlink speeds of 10 Mbps, and uplink of 5 Mbps. UE Category 2 provides 50 Mbps downlink and 25 Mbps uplink, while Categories 3 and 4 deliver 100 Mbps and 150 Mbps downlink, respectively, each with a peak uplink speed of 50 Mbps. In subsequent releases of the 3GPP LTE specifications, Releases 10 and later-called LTE-Advanced, additional improvements in features and performance were specified. These LTE-Advanced networks are already deployed by at least 311operators worldwide, according to an October 2019 report by the Global Mobile Suppliers Association. The initial versions of LTE-Advanced can provide as much as 300 Mbps of downlink speed (3GPP Release 10 UE Category 6), with subsequent versions providing downlink speeds of up to 600 Mbps and peak uplink speeds of up to 100 Mbps (3GPP Release 12 User Equipment Category 12). More recently, several UE Categories (16 and above, introduced as part of 3GPP Release 12 and 13) have specified speeds up to or exceeding 1 gigabit per second (Gbps). These higher speed categories involve aggregating multiple carriers, applying higher-order multiple input multiple output (MIMO) antenna technology, and more advanced modulation techniques. The latest LTE categories as defined in 3GPP Release 15, allow, in downlink (among the 26 defined LTE downlink categories) up to 25Gbps (Category 17), and in uplink (among the 26 defined LTE uplink categories) up to 13Gbps (Category 19).

In 2016, the first operators began deploying network equipment using the variants of LTE optimized for Massive IoT (Cat M and Cat NB). Operating in licensed spectrum, low power wide area networks can provide low cost, yet secure, connectivity to battery-powered devices in both rural and urban locations. Following successful pilots involving a wide variety of use cases, Cat M and Cat NB connectivity has now been deployed across North America, East Asia and in many European countries. According to Global Mobile Supplier Association, 145 Cat M/NB commercial network launches were already made around the world by October 2019, up from 42 networks in February 2018.

In 2016 as well, major works were going on at 3GPP to add 5G to the cellular landscape through the introduction of New Radio (NR) which makes its entrance in Release 15. This is done through new waveforms and operation in a whole new set of bands. Some bands are referred to as sub-6GHz, or FR1 (frequency range 1), and span from 600MHz up to 7125MHz. The other bands are referred to as millimeter wave (mmwave), or FR2 (frequency range 2), and span today from 24GHz to 40GHz. Future expansions of those ranges may be considered. 3GPP Release 16 completes the initial specifications initiated in Release 15, and 5G will continue evolving in future releases. In addition to that, many regions have closed their initial 5G auctions (e.g. United States, Japan, Australia, South Korea, China, Italy and Germany), and many new auctions are planned in 2020. Trials began taking place in several regions in 2018 and 2019, and actual commercial launches were announced in 2019. In total, 62 operators in 26 countries have announced the deployment of 5G and 46 operators in 26 countries have announced 3GPP 5G service launches according to Global Mobile Supplier Association. The initial device ecosystem is mostly made of smartphones as these can be launched before the operator achieves full deployment of their 5G network. We expect that future devices will address fixed wireless access, including CPE, portable routers, mobile computing, and industrial applications. 5G generally has been described as targeting three main segments: enhanced mobile broadband (eMBB), massive machine type communications (MMTC), and ultra-reliable low latency communications (URLLC). The latter has been specifically addressed as part of 3GPP Release 16. This can be illustrated in the figure below with some application examples.

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Wireless carriers are seeking to quickly deploy and transition existing wireless data services to more efficient 4G and 5G networks, which require less capital expenditure for a given amount of data throughput. At the same time, potential average revenue per account, or ARPA, can be increased by providing value-added mobile broadband services and solutions that are better enabled by the speed and performance of 4G and 5G networks. According to Ericsson Mobility Report November 2019, the video traffic in mobile networks is forecast to grow by around 30% annually to account for three-quarters of mobile traffic from slightly more than 60% percent in 2019 which is particularly problematic for legacy networks to support economically. These factors are key drivers of the move by mobile network operators to LTE technology.

Additionally, carriers in developing regions are increasingly embracing 4G wireless technology as a cost-effective and easier-to-deploy alternative to wireline networks for delivering broadband capability to subscribers. According to a 2019 report by the International Telecommunications Union, in the developing regions of the world, internet penetration was projected to reach 53.6% by the end of 2019, up from 41.3% at the end of 2017. 4G wireless technology is being deployed in many of these developing regions to increase access to broadband services. This trend is expected to continue, especially as the higher 4G UE category implementations approach or even exceed gigabit per second performance levels. 5G deployment would likely come in a future step in those regions when the technology matures and reaches mass market.

In addition to deployment driven by the wireless carriers, 4G and 5G technologies are considered for private networks applications leveraging unlicensed or semi-licensed frequency bands. Specifically, as the 3.5GHz CBRS band is currently underused in the U.S., the Federal Communications Commission is opening 150 MHz in this band for access to licensed users with a Priority Access License and to registered users with General Authorized Access. The spectrum will also be shared by incumbents who retain the right to use the band. CBRS will enable 4G and 5G deployments in this band. Our broadband products have been supporting 3.5GHz devices worldwide for a decade and we launched low-cost Cat 4 and Cat 6 modules that are cost-optimized for CBRS Broadband IoT. These bands are available in Europe, the Middle East and South Asia and are also considered for 5G deployment.

IoT Network Evolution

While increasing demand for mobile and fixed broadband connectivity is driving 4G and 5G technologies along a performance vector, the IoT market is pushing wireless technology along a different vector. Many machine-to-machine (M2M) and other low-power IoT applications are moving to LTE connectivity for its expected longevity, and because the technology is being optimized for reduced power consumption, improved coverage and lower cost. Many M2M connections are of the “set it and forget it” variety, and are expected to remain operational for ten or more years, sometimes powered by a battery. According to Cisco Annual internet Report (2018-2023) updated in February 2020, total M2M connections is expected to grow 2.4-fold from 6.1 billion in 2018 to 14.7 billion by 2023. The overall surge in the number of mobile and M2M connections and the traffic they produce, coupled with the relative scarcity of available wireless spectrum, has prompted a number of operators, including AT&T in the United States and others in South Korea and Japan, to shut down their aging 2G networks so they can re-farm the spectrum for use with 4G LTE technology. This trend is also expanding in European countries and in Australia. As a result, many traditional M2M devices have evolved and replaced 2G by 4G LTE technology, using at the beginning Cat 1 (10 Mbps) category and sometimes Cat 4 (150 Mbps) despite the fact that some may not need the throughput performance provided by Cat 1 and Cat 3 LTE UE Categories.

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Realizing the demand for low-throughput IoT applications, the industry has introduced new variants of 4G LTE which are optimized for low power consumption and reduced complexity, rather than high speed, in order to address the needs of machine-to-machine and other connected objects in the IoT, i.e., the Massive IoT.  More specifically, 3GPP has defined LTE-based standards for Machine-Type Communications (MTC), introducing narrower bandwidths, reduced complexity, reduced throughput, improved coverage and reduced power modes to the LTE standard. These new MTC features began to be introduced in 3GPP Release 12, with further additions and optimizations in Releases 13, 14 and 15. The optimizations are summarized in the graphic below.

3GPP Release 13, completed in mid-2016, introduced Cat M, also called LTE Category M1 or LTE-M, featuring 1.4 MHz bandwidth and peak speeds under 1 Mbps; and it also introduced a narrowband IoT (NB-IoT) category, also called Category NB1 or Cat NB, with 200 kHz bandwidth and peak speeds under 200 kbps. The 3GPP Release 14 completed in June 2017 has added a higher data rate and multicast support, has improved positioning and has enhanced voice and mobility for Cat M. For Cat NB, Release 14 has added positioning, exclusive chip identification, multicast and low power class (14Bdm). These new categories provide excellent power efficiency, enabling years-long battery life for the devices they connect. They also provide superior network coverage and reduced module costs compared to their predecessor technologies, including traditional LTE, 2G and 3G. These new technologies are compatible with existing LTE networks, generally via a software upgrade to the network infrastructure already deployed, and they can operate on the same spectrum already deployed by LTE operators. This combination of attributes is expected to drive significant demand for these technologies in M2M and other Massive IoT applications. The graphic below depicts how various LTE categories might map to a range of IoT applications.

The narrowband UE categories NB-IoT and LTE-M will address most of the applications of the Massive IoT market. Nevertheless, they will not replace the need for lower 4G LTE categories, like Cat 1 to address the higher category of the Massive IoT devices where higher throughput and high-quality voice are required. Specifically, some applications in the wearable and hearable markets may require Cat 1 to support audio streaming and voice command and calls - features that cannot be served with narrowband LTE (LTE-M and NB-IoT).

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4G and 5G Wireless Networks

4G architecture represented a fundamental technological change in the design of wireless communication networks and this change has been expanded in the framework of 5G. 2G and 3G networks were originally designed to support voice communications and utilize older circuit switching technology based on wireline telephone system design concepts.

4G, which employs concepts such as packet switching and internet protocol, or IP, improves the scalability and performance of data networks. Packet switching technology makes more efficient use of network capacity for data communication by transmitting data in packets over multiple shared connections as compared to a dedicated connection. OFDMA (a digital modulation and access technique) and MIMO have emerged as key technologies that increase efficient use of spectrum, signal reliability, throughput and range in 4G networks compared to 2G and 3G networks.

The throughput and range extension capabilities of OFDMA and MIMO technologies also enable infrastructure installations to cover a larger service area and provide increased network capacity, thereby reducing capital expenditures for wireless carriers.

4G LTE has become the dominant technology for 4G wireless broadband access, particularly among large mobile operators who have historically deployed 3GPP or 3GPP2 technology. The GSA counted 777 commercial LTE networks in 228 countries as of October 2019, making it the fastest developing mobile communications system technology ever. Worldwide subscribers were estimated at 6.3 billion at the end of September 2019 by the Ericsson Mobility Report published in November 2019. Leading this trend, according to Ericsson, the Asia-Pacific region was estimated to represent 70% of global subscriptions followed by Europe with 17.5% and North and Latin America with 16.9% at the end of September 2018. According to Ericsson, 4G LTE and 5G subscribers should exceed 7.2 billion by 2025. The number of 5G subscriptions should reach 2.6 billion in 2025 while 4G LTE is projected to be 4.79 billion.

The rapid pace of deployment of LTE networks worldwide implies that in some regions, operators already have or are preparing to achieve LTE coverage at parity or better compared to their 2G or 3G coverage footprint. ABI Research projects that the single-mode LTE IoT device market will grow at a CAGR of 75% between 2019 and 2024 to reach annual IoT device shipments of 1.05 billion units in 2024.

5G further expands the principles of 4G, bringing two main values: higher throughput, and lower latency. This opens new opportunities for applications, ranging from gaming, to medical monitoring, and autonomous vehicles. MIMO techniques have been extended compared to 4G, and aggregated bandwidth is coming at a much larger scale. While 4G is mostly using aggregated bandwidth of 20, 40, or, in some rare cases 100MHz, 5G makes use of aggregated bandwidth up to 800MHz. The combination of powerful MIMO schemes and very large bandwidth allows for much higher throughput, in the range of several Gbps. Regulatory aspects have facilitated such a transition; spectrum is known to be a scarce resource. Beyond the refarming of legacy spectrum (in the sub-6GHz range), new spectrum has been allocated in both this sub-6GHZ, and in the millimeter wave space (24GHz and above). Additionally, 5G was built so as to allow a smooth transition from 4G networks, with two main modes of operations: 5G Standalone (SA) for pure 5G operation and Non Standalone (NSA) for coexistence with 4G. This specifically allows legacy devices already deployed to be smoothly integrated in a brand new 5G network. Some mechanisms, like Dynamic Spectrum Sharing (DSS), have been introduced so as to duplex - over time - 4G operation and 5G operation.

The figure below provides a simplified perspective on the evolution of wireless technologies providing ever-increasing performance:

Thanks to the technical evolutions behind NR, allowing for high peak data rate, high spectrum efficiency, mobility, and low latency, and hence enabling eMBB and URLLC, 5G is also growing the capability of the IoT space with dedicated evolutions for massive machine type evolutions, through constant additional features over LTE-M and NB-IoT.

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Challenges Faced By 4G/5G Wireless Semiconductor Providers

Suppliers of 4G and 5G semiconductor solutions face significant challenges:

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Execution Challenges. The rapid evolution of wireless protocols, such as 4G LTE, 4G LTE Advanced and 5G NR, requires sustained product development excellence and ongoing collaboration with carriers to meet market technology needs. Subscriber demand and carriers’ push to increase revenues by providing new and higher performance devices have driven OEM and ODM product life cycles to become shorter and require semiconductor solution providers to adhere to quick time-to-market schedules while providing fast and efficient transition from design-in to volume production. Typical design cycles range from six months for consumer electronics devices up to two years for industrial or automotive applications. In addition, wireless carriers require semiconductor solutions to undergo extensive certification qualification and interoperability testing prior to mass production.

•

Technology Challenges. In order to increase throughput with minimal cost, wireless carriers require more efficient use of spectrum through the implementation of complex signal processing algorithms, such as OFDMA with always higher modulation schemes, advanced MIMO, carrier aggregation, that require a significant amount of system-level and software expertise in addition to IC design knowledge. In addition, OEM and ODM customers’ desire for continuous improvements in power efficiency, reduced form factor and lower cost require rapid design cycles employing increasingly advanced silicon processes, improved RF transceiver performance and integration of additional features.

Our Competitive Strengths

We believe the following competitive strengths enable us to address the challenges faced by 4G and 5G wireless semiconductor providers:

•

A strong track record of execution in 4G, that we are leveraging for 5G. We believe we are well positioned in the 4G LTE market, with approximately 60 customers having already launched or in the development phase of products using Sequans LTE chipsets, and in particular we have become recognized as a market leader in LTE for IoT chipsets. We have released eight generations of 4G semiconductor solutions - including five generations of 4G LTE - that have been deployed in a variety of devices including smartphones, USB dongles, tablets, mobile routers, broadband access CPEs, in-car telematics devices, industrial and consumer IoT devices. In early 2020, we announced the increase of the size of our 5G design center in Israel to continue developing our 5G portfolio, leveraging our expertise in 4G. In the past five years, we have accomplished the following milestones:

•	announced in December 2014 that Verizon selected Sequans for Ellipsis JetPack hotspot, a design win that continues to ship in 2020;

•	announced in January 2015 Calliope, the first Cat 1 LTE chipset solution;

•	announced in July 2015 Calliope Cat 1 chipset platform certified by Verizon Wireless and collaboration with Gemalto on IoT beginning with Cat 1;

•	introduced in February 2016 Monarch, first LTE-M chipset and extended Gemalto partnership to LTE-M;

•	announced in January 2017 that Verizon had certified Sequans' Monarch Cat M chip in December 2016, making it the world's first carrier-certified Cat M chip;

•	in February 2018, announced two new IoT products: the Monarch SiP, in collaboration with Skyworks, and Monarch N, our NB-IoT only platform;

•	in April 2018, announced Monarch LTE chip is validated for Cat M1 on SoftBank network;

•	disclosed in May 2018, that Verizon certified Sequans Cat M/NB-IoT Monarch SiP;

•	Sequans, Gemtek, and Telrad delivered in September 2018 new LTE solutions for the 3.5 GHz CBRS spectrum band;

•	in January 2019, collaborated with Polymer Logistics and Sequans on Cat M smart IoT tracker for pallet tracking or use on USA networks;

•	announced in February 2019, Sequans worked with STMicroelectronics to deliver Cat M/NB-IoT connected MCU solutions;

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•	introduced in February 2019, Monarch 2: the second generation of the world’s most advanced LTE for IoT chip platform;

•	announced in February 2019, new Cat M module for Orange’s live booster program is powered by Sequans Monarch Technology;

•	announced in February 2019, Monarch Cat M technology is certified for use on Telstra;

•	partnered in March 2019, with Deutsche Telekom on integrated SIM for IoT;

•	announced in March 2019, collaborating with Lockheed Martin on world-first LTE over satellite solution;

•	introduced in June 2109, new LTE Cat 4 and Cat 6 modules for CBRS spectrum;

•	announced in July 2019, Monarch certified by KDDI for Cat-M and validated by SoftBank for NB-IoT;

•	announced in October 2019, three largest mobile operators in Japan certified Monarch SiP and module

•	introduced in October 2019, first module based on Monarch N with integrated SIM capability

•	announced in November 2019, Monarch module certified in South Korea;

•	announced in December 2019 Monarch chip and module certified by T-Mobile for NB-IoT network

•	in January 2020, Monarch platform certified by Deutsche Telekom, Monarch module validated by Telus, and Monarch SiP and module certified by Sprint

•	announced in February 2020, Monarch Go, embedded with an optimized LTE antenna and pre-installed ThingSpace IoT SIM, is certified by Verizon as an end device;

•	announced in February 2020, global distribution agreements executed with Richardson RFPD and Avnet; and

•	announced in March 2020, collaboration agreements with Microchip and with NXP.

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Understanding of wireless system-level architecture and expertise in signal processing. We have an end-to-end understanding of wireless system-level architectures and networks based on our team’s experience in a broad range of wireless technologies including 2G, 3G, Wi-Fi, WiMAX, 4G LTE, and 5G. This enables us to serve as a trusted advisor to wireless carriers, OEMs and infrastructure vendors to optimize the performance of their 4G and 5G devices and networks. For example, our solutions offer improved standby-mode battery life in wireless devices as a result of our in-depth understanding of the interactions between the device and the network and of our implementation of advanced power-saving techniques in our solutions. For instance, we have implemented a proprietary technique called Dynamic Power Management in our Monarch chip that assures the longest possible battery life for IoT devices by dynamically adapting the chip’s deep-sleep implementation to the traffic patterns of various IoT use cases. We have also implemented another proprietary technique called eco-Paging that allows very low power consumption while maintaining a good level of reachability for the IoT device. In addition, we are now leveraging our years developing 5G essential technology, through a partnership with TCL from 2015 to 2019, for development of our 5G NR Taurus product.

•	High performance solutions for 4G and 5G applications. Our solutions offer high performance for use in a wide array of wireless devices. The key performance characteristics of our solutions include:

•	high throughput with peak downlink data transfer rates of 150 Mbps and 300 Mbps in our 4G LTE and LTE-Advanced solutions, which is now evolving to up to 5 Gbps in our 5G Taurus chipset platform which will support 5G NR with fallback to high-category 4G LTE;

•	high power efficiency in both active and idle modes using our patented idle mode optimization algorithms that improve standby time and help maximize device battery life;

•	inclusion of LTE broadcast support in our LTE solutions using a feature called evolved multimedia broadcast multicast service, or eMBMS, which enables carriers to deliver new multimedia services in an economical and spectrally efficient manner;

•	support for LTE-Advanced features, including carrier aggregation, a capability of creating a single virtual wide channel from two or more different narrower channels, resulting in higher throughput;

•	integration of complete on-chip support for Voice over LTE (VoLTE), including support for high-definition voice using wideband codecs;

•	support for LTE-Advanced technology band 48 for CBRS solutions available through two of our new LTE modules;

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•	support of integrated secure element function and iSiM for better end-to-end security and built-in MNO/MVNO data plans

•	support of location positioning via software enabling indoor and outdoor positioning service and reducing the need of a power-hungry GNSS function

•	integrated RF and Baseband functions in single die optimizing power consumption and reducing solution cost and size

•	development and integration of specific high doppler tolerant algorithms to allow for in-plane connectivity; and

•	efficient LTE-to-satellite communication schemes for breakthrough in mobility and connectivity for satellite services.

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Highly optimized 4G and 5G solutions. We have successfully produced and ramped into commercial production eight generations of 4G system-on-chip, or SoC, semiconductor solutions. This experience has resulted in what we believe to be one of the industry’s most efficient implementations, providing high performance at low cost and low power consumption. Some of our solutions have integrated the baseband processor and the RF transceiver into a single die, resulting in extremely high integration, small footprint and low cost. With the introduction of our Monarch Cat M/NB-IoT chip in 2016, we delivered a very high level of integration, providing baseband, RF transceiver, power management and memory all in a single chip In February 2018, we announced our Monarch SiP, an all-in-one solution integrating all components needed around Monarch to support ultra-compact and tiny IoT devices, and Monarch N, our chip optimized for Cat NB1/NB2 single-mode and integrated power amplifier and all RF and baseband functions in a single die. In February 2019, we announced our second generation Category M chipset, the Monarch 2 that provides another major improvement in power and cost with many new advanced features. In October 2019, we announced our first module optimized for 5G Massive IoT, the NB02S, which is based on our recent Monarch N platform, leveraging our EAL5+ capable secure element to provide an integrated UICC (iUICC) solution. Furthermore, our comprehensive software solutions help our customers get to market quickly with an optimized, mature and field proven solution. Our highly optimized solutions offer key advantages for both ourselves and our end customers:

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Lower overall system cost for our end customers, coupled with higher functionality and smaller form factor. Our ability to integrate digital and RF functions into a single device also allows us to maintain higher product margins as we believe device manufacturers are willing to pay a premium for our integrated 4G solutions, while also enabling us to reduce our manufacturing costs for wafer fabrication, assembly and testing.

•	The implementation of advanced “known good die” and wafer-level chip-scale packaging (WLCSP) technology, which reduces chip cost and design footprint, enables the creation of very small and cost-effective LTE modules.

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Simplified product design for device manufacturers, as our solutions incorporate all key components required for a 4G device in a single die or package. For instance, our Monarch chip incorporates baseband processor, RF transceiver, power management and memory in a single 6.5 x 8 mm package. Our Monarch N chip incorporates, in a single die, all these functions in addition to the power amplifier. We believe these advantages enable our products to be incorporated into leading edge devices that offer a high-quality user experience, as well as accelerate our end customers’ time-to-market.

•	Proprietary embedded protocol software that has been exhaustively tested with major base station vendors’ equipment to ensure reliable performance in the field. We also offer host software that facilitates rapid development of high performance device drivers, connection managers and other key application-layer software functionality.

•	Provide lowest power consumption with 1µA PSM and eco-Paging™ for optimized Extended Discontinuous Reception (eDRX), a feature that allows IoT devices to remain inactive for longer periods.

•	Optimized network selection Cat M/NB-IoT with the proprietary feature IoT-Select™

•	VoLTE support for integrated voice

•	Long-term relationships with wireless carriers. We have developed close relationships with wireless carriers around the world, helping them to test their new networks and specific features of those networks. We believe these relationships are critical to being able to certify our products quickly and to help our customers to certify and deploy their products efficiently.

Our Strategy

Our goal is to be a leading provider of next-generation wireless semiconductors for Broadband, Critical and Massive IoT by providing best-in-class solutions that enable mass-market adoption of 4G and 5G technologies worldwide. Key elements of our strategy include:

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Identifying and optimally serving 4G and 5G market segments. As the cellular market grows and matures, and as operators aggressively build out their 4G LTE and 5G NR networks and refarm their 2G and 3G spectrum to support demand for data capacity, we expect to see significant growth in the demand for 4G LTE-only, 5G and 5G with 4G fallback devices. In our estimation, this demand is expected to come from three areas:

1)

Massive IoT devices: Massive IoT refers to the universe of connected objects that together result in very large number of connections, small data volumes, low-cost devices and stringent requirements on energy consumption. While a large number of IoT connections are expected to use WiFi, Bluetooth or some other local-area or personal-area networking technology, there are many applications for wide-area connectivity which can be addressed by cellular networks. Applications for cellular connectivity include smart utility meters, asset tracking, industrial automation and monitoring, retail, smart cities, consumer wearables, agriculture and environmental monitoring, mobile/remote healthcare, security and more. This trend toward the use of 4G LTE in the Massive IoT market began with the arrival of cost- and power-optimized Category 1 LTE solutions in 2015, and is accelerating with the arrival of machine type communications (MTC)-optimized 3GPP Release 13/14/15 LTE solutions, which define Cat M and Cat NB user equipment categories. Our Massive IoT product family is composed of our world-first Calliope Category 1 LTE chipset platform, announced in January 2015, certified and shipping in commercial products. Monarch, the world’s first Cat M/NB chip, was announced in February 2016, certified in 2017 and is shipping in devices for Verizon, AT&T, as well as carriers in Japan, Europe, Australia, and Canada. More carrier approvals are expected in 2020. Monarch 2 and Monarch N, 5G-ready Cat M/NB as subsequent evolutions of our Monarch flagship platform, are expected to contribute to developing our Massive IoT offering with additional benefits in terms of cost, power saving, and integrated features.

2)

Broadband and Critical IoT devices: Broadband IoT adopts the capabilities of Mobile Broadband connectivity for IoT by providing much higher data rates and lower latencies than Massive IoT, while optimizing the technology for non-smartphone devices. Mobile routers, also called mobile hotspots, provide convenient, on-the-go Internet access via WiFi for users in homes, offices, hotel rooms, vehicles and outdoor locations. Fixed-location (non-mobile) routers (also sometimes generically called broadband wireless CPE, or customer premise equipment) provide broadband Internet access for residential and industrial applications. Critical IoT refers to Ultra-Reliable Low- Latency Communications (URLLC) introduced by the 3GPP standard in the scope of the 5G and that we plan to support in our Taurus platform. Here the promise is to reduce latency as an important feature for both residential and industrial applications, such as gaming and robotic. The Ericsson Mobility Report released in November 2019 projects that, together, shipments of Broadband and Critical IoT devices will exceed 1.2 billion units from 2019 to 2024. Solutions from our Cassiopeia LTE-Advanced platform, our CBRS modules, and our future modules based on our 5G Taurus platform are optimized to address these device types.

3)

Vertical Markets: Many applications in vertical markets, such as satellite, public safety and avionic, are interested to leverage the cellular 3GPP technology to enable connectivity in extreme situations, like satellite or ground-to-aircraft broadband or connectivity in emergency situations with ultra-low latency, and secure data access. Using our existing chipset platforms developed for our regular Massive, Broadband and Critical IoT devices, our strategy is to provide services to our customers to adapt such platforms to the specific requirements of these vertical markets. We have projects in this space with customers such as Thales and Lockheed Martin.

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Accelerating our, and our customers’, time to market and reducing our customers’ development costs. By packaging our LTE semiconductor solutions in a complete, turnkey module form factor and certifying them with key wireless carriers, we have been catalyzing the market for cellular devices, speed time to market for customers wishing to incorporate connectivity in their devices and reduce the cost and complexity for our customers. In February 2018, we announced Monarch SiP, a highly integrated system-in-package that combines Monarch with a front-end radio module from Skyworks to create an all-in-one design that simplifies the design process and shorten development time. In addition, in 2019, we announced our new generation of chipsets, Monarch 2 and Monarch N, expected to be commercially available in the fourth and second quarters of 2020, respectively, further simplifying the design effort for IoT devices makers, compared to Monarch, thanks to the integration of additional functionalities like an application CPU, a secure enclave to facilitate the addition of the connectivity.

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Leveraging our multiple generations of 4G chip design experience to become a leader in advanced 4G and 5G technology and cost efficiency.  The cost and power efficiency achieved from our eight generations of 4G modem design has enabled us to deliver our family of products at attractive price points, enabling LTE connectivity to be embedded in a wide range of cost-sensitive IoT applications in both consumer and machine-to-machine applications. The most recent members of our Massive IoT family are our fifth generations 4G/5G chips, Monarch 2, and Monarch N - with increasing level of integration and features.

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Partnering with other leading technology companies to complement our technology offerings. We regularly collaborate with ecosystem partners who provide complementary technology or strengthen our capabilities to address customer needs and competitive pressure. For instance, in March 2018 announced the Monarch SiP combining the Skyworks RF front-end module with our Monarch chipset. We have collaborated with microcontroller vendors like STMicroelectronics, Microchip and NXP, to develop IoT design kits that help customers to easily integrate our Monarch LTE-M/NB-IoT platform with a range of STMicroelectronics, Microchip and NXP microcontrollers. We believe these collaborations will allow us to address the mass market in an effective way and acquire customers which were not yet cellular connected but were integrating Bluetooth and WiFi connectivity. We are also partnering with MVNOs to enable new potential customers using multi-region coverage. We have signed worldwide distribution contracts with Avnet and RFPD. This will facilitate access to our technology through the distributors’ wide go-to-market presence.

Our Solutions

We have developed a portfolio of 4G and now 5G semiconductor solutions to address a variety of applications and market segments. We offer baseband solutions used to encode and decode data based on 4G and 5G protocols that serve as the core wireless processing platform for a cellular device; RF transceivers used to transmit and receive wireless transmissions; and highly integrated SoC solutions that combine these and other functions into a single die or package. Some of our SoC solutions integrate the baseband and RF transceiver functions, in some cases with an applications processor and memory. This advanced integration reduces the size, cost, design complexity and power consumption of cellular solution. In 2013, we introduced a family of LTE modules that vastly simplify the task of embedding LTE connectivity for device makers lacking cellular experience. This helps us expanding our options in adjusting our business model on case by case basis.

All of our baseband, SoC products and modules are provided with comprehensive software, including relevant source code and tools, to enable manufacturers to easily integrate our solutions into their devices in a wide variety of environments. In addition, we provide our customers with design support, in the form of reference designs that specify recommended methods for interconnecting our chips to surrounding devices, such as host processors, memory and RF front-end components as well as tools to integrate with products from major automatic test equipment vendors.

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Our primary chipset products during the last three financial years are summarized in the table below. For each baseband chipset, we have a number of modules available as well.

Platform Name Chipset ID Family

Description

Critical IoT

Broadband IoT

Massive IoT

Key Features

Monarch SQN3330

LTE Release 13/14 BB+RF+ PMIC+RAM

*

LTE UE Category M1 and NB1 supported; Baseband, RF transceiver, memory and power management integrated in a single package; power-optimized for IoT and M2M applications requiring lower throughput. Modules based on this chipset: GM01Q

Monarch 2 SQN3430

LTE Release 14/15 dual-mode LTE-M/NB-IoT

*

Highly integrated chip with extremely low power consumption, supporting power class 3 (23 dBm) and lower (20, 14 dBm), with an integrated MCU with Sensor-Hub Mode and Emb. Voice Proc., Secure element & iUICC, EAL5+ security government grade, On-modem VoLTE.  Modules based on this chipset: GM02S

Monarch N SQN3410

LTE Release 14/15 NB-IoT

*

Highly integrated chip with extremely low power consumption, supporting power class 5 (20 dBm) and lower (14 dBm), with an integrated MCU with Sensor-Hub Mode, Secure element & iUICC, EAL5+ security government grade Modules based on this chipset: NB02S

MonarchSiP SQN66430

LTE Release 13/14 dual-mode LTE M1/NB1

*

Ultra-compact complete LTE System in Package; integrated baseband, RF, pSRAM, power management, front-end and passives; eco-Paging™ for optimized eDRX; power class options 20 and 23dBm; supporting bands 1,2,3,4,5,8,12,13,14,17,18,19,20,25,26,28, 66,85

Monarch Go

LTE Release 13/14 LTE-M

*

Comprehensive modem component offering device makers the shortest possible route to market and lowest total cost of ownership (TCO) to develop a cellular-IoT connected device - Connected by Verizon

Calliope SQN3223

LTE Release 9/10 BB

*

40nm technology, 10Mbps CAT1 peak throughput, USB and HS UART interfaces, integrated processor, cost- and power-optimized for IoT and M2M applications requiring lower throughput. WLCSP. Modules based on this chipset: SP150Q, US130Q , VZ120Q

Colibri / Calliope SQN3241

LTE RF

*

*

Supports 700-900MHz and 1.8-2.7GHz, up to 20 MHz bandwidth. WLCSP. Modules based on this chipset: VZ22Q

Cassiopeia SQN3220/ SQN3220sc

LTE-Advanced Release 10 BB

*

Carrier aggregation up to 20 + 20 MHz Modules based on this chipset:CB410 L/CB610L

Mont Blanc/ Cassiopeia SQN3240/SQN3242/SQN3244

LTE RF

*

*

*

Supports FDD and TDD 700 MHz - 2.7 GHz, up to 20 MHz bandwidth Modules based on this chipset: VZ20Q/VZ20M

Abbreviations used in this table: BB = baseband processor, nm = nanometer, dBm = decibels; iUICC = integrated Universal Integrated Circuit Card; MCU = micro controller unit; PMIC = power management IC; RF = radio frequency transceiver, SDRAM = Synchronous Dynamic Random Access Memory, SiP = system in package, SoC = system-on-chip, VoLTE = Voice over LTE.

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Competition

The wireless semiconductor business is very competitive. We believe that our competitive strengths will enable us to compete favorably in the 4G and 5G markets. The following are the primary elements on which companies in our industry compete:

•	functionality, form factor and cost;

•	product performance, as measured by network throughput, signal reach, latency and power consumption;

•	software maturity and carrier certification coverage

•	track record of providing high-volume deployments in the industry; and

•	systems knowledge helping customers to optimize their products.

We face competition from established semiconductor companies such as Huawei, Intel Corporation, Mediatek, Qualcomm Incorporated, Samsung Electronics Co. Ltd., Sony Corporation and RDA, as well as smaller actors in the market such as GCT Semiconductor or newcomers such as Nordic Semiconductor.

The larger competitors have longer operating histories, significantly greater resources and name recognition, and a larger base of existing customers than us. In addition, some of them may provide incentives to customers or offer bundled solutions with complementary products, which could be attractive to some customers, or adopt more aggressive pricing policies to offset what we believe are the performance and cost advantages of our solutions.

Business Development, Sales, and Marketing

Our business development efforts are focused on developing relationships with wireless carriers to identify the market opportunities in general. Often with Broadband IoT business, the carriers have their own product to launch, in this case our sales efforts are focused on determining which OEMs and ODMs are most likely to win in the various carrier product opportunities and securing design wins. With Massive IoT, the carriers are often a partner providing the data plan service and our customers are major OEMs or ODMs addressing the various applications of Massive IoT, e.g., metering, asset tracking, alarms etc. In this case, we engage with the end customers directly or via our module partner to develop relationships and promote our solutions. We work closely with key players across the wireless industry to understand their requirements and enable them to certify and deploy cellular solutions in high volume.

Our business development team is organized regionally and by wireless carrier. In addition to identifying new business opportunities based on the wireless carriers' product launch plan, the business development team also works to understand the wireless carriers’ future technological requirements, so that we can incorporate appropriate features in our product roadmap. We have a business development team of both dedicated employees and outside contractors.

Our sales force is organized regionally to provide account management and customer support functions as close to customer physical locations as practical. As of December 31, 2019, we had a direct sales force serving our OEM and ODM customers in the Asia-Pacific region, including Taiwan, China, Korea and Japan; Europe; the Middle East and North and South America. In the United States, China, Taiwan, Japan and Korea, we supplement our direct sales team with local distributors and/or sales representatives who handle certain customer communications, fulfillment and customer support functions. In the United States, we recently reinforced our go-to-market capabilities through our new distributor channels implementation, including the two worldwide agreements with RFPD and AVNET. These agreements encompass lead generation and support as well as fulfillment. They are useful to address the Massive IoT market as the numbers of applications and potential customers are very large.

Our sales force works closely with a team of technical support personnel. This team assists customers in solving technical challenges during the design, manufacturing implementation and certification phases of a customer’s product life cycle. The information obtained from customer support is then communicated back to the direct product development teams to be considered in future software releases or hardware development. This high-touch approach allows us to facilitate the successful certification and acceptance by the wireless carriers of our customers’ products, which speeds time-to-market for our customers and reinforces our role as a trusted advisor to our customers.

Our sales cycles typically take 12 months or more to complete and our solutions are generally incorporated into our customers’ products at the design stage. Prior to an end customer’s selection and purchase of our solutions, our sales force and technical support engineers provide our end customers with technical assistance in the use of our solutions in their products. Once our solution is designed into a customer’s product offering, it becomes more difficult for a competitor to sell its semiconductor solutions to that end customer for that particular product offering given the significant cost, time, effort and risk involved in changing suppliers. In addition, once we win a particular design with an end customer, we believe our ability to penetrate other product families at that end customer increases significantly.

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Our marketing strategy is focused on enabling broad adoption of 4G and 5G solutions and communicating our technology advantages to the marketplace. This includes building awareness of and preference for our technology at wireless carriers who generate demand for 4G- and/or 5G-enabled devices. By working to understand carrier services strategies, device roadmaps and technical requirements, we believe we are better positioned to drive our roadmap to meet these needs, to influence their choice of technology suppliers, and to identify manufacturers in the wireless industry who are best prepared to serve the needs of the wireless carrier. Our technical and business relationships with AT&T, Deutsche Telekom, KDDI, NTT DoCoMo, Orange, Softbank, Sprint, T-Mobile, Telenor, Telstra, Verizon Wireless, Vodafone and other operators have allowed us to anticipate requirements and develop solutions tailored for their respective networks, which helped us secure several design wins and launch multiple products. For instance, in 2018 and 2019, Thales IoT (formerly Gemalto) EMS31 LTE Category M1 M2M module was certified at Verizon, AT&T, Docomo, and Softbank. Our Monarch chipset has been certified between 2016 and 2020 by AT&T, T-Mobile, Verizon, Sprint, NTT DoCoMo, Softbank, KDDI, Telstra, LG U+, DTAG, Telus, and Orange. Our Monarch SiP was certified by Verizon, Docomo, Softbank, Sprint, and KDDI. With NTT DoCoMo we have partnered to help mature the Cat M and NB-IoT networks. In addition to these carrier relationships, Sequans has successfully won, throughout 2019, customer design with Inseego, Invoxia, OneCare and Pebblebee, with Monarch, in LTE-M and with Multitech in CBRS with Cassiopeia. We have also announced our partnership with PoLTE for integrating its low-cost positioning software solution.

Our marketing team is also responsible for product management, strategic planning, product roadmap creation, OEM, ODM and wireless carrier business development and corporate communications. All of these functions are aimed at strengthening the competitiveness of our solutions in response to evolving industry needs and competitive activities, and at articulating the value proposition of our technology throughout the 4G and 5G wireless industry. Our business development, sales and marketing organizations work closely together to ensure that evolving industry requirements are reflected in our product plans, and that customers have early access to our roadmaps and can communicate the value of our technology to the wireless carriers. This end-to-end value chain management approach is designed to grow and preserve our market share in the segments we serve.

As of December 31, 2019, we had 38 employees and five outside contractors in our business development, sales, customer support and marketing team.

Customers

We maintain relationships with 4G and 5G wireless carriers and with OEMs and ODMs who supply devices to those carriers and their end users. We do not typically sell directly to wireless carriers, except from time to time in the context of selling services to enable new technologies or markets being developed by the carrier. Our sales are conducted on a purchase order basis with OEMs, ODMs, contract manufacturers, system integrators, or distributors (who provide certain customer communications, fulfillment and customer support functions).

Our top ten customers accounted for 78%, 86% and 95% of our total revenue in 2017, 2018 and 2019, respectively. A distributor serving multiple end customers in China and Taiwan, accounted for 16%, 32% and 27% of our revenue in 2017, 2018 and 2019, respectively. An ODM based in South Korea, a new customer, accounted for 22% of our revenues in 2019. A second distributor serving multiple end customers in China and Taiwan 10% of our revenues in 2019 and less than 10% in prior years. An ODM based in China accounted for 13% of our revenue in 2018 and less than 10% in 2017 and 2019. A third distributor serving multiple end customers in China and Taiwan, accounted for 17% in 2017 and less than 10% in 2018 and 2019. The following is a list of our top ten customers (names given when we have permission), in alphabetical order, based on total revenue during 2019:

•    ATM Electronic   •    Franklin Wireless   •    Geotab   •    Lockheed Martin   •    Macnica Galaxy Inc	•    Oceus Networks Inc.   •    TCL   •    Top Intercube Co.   •    Verizon Wireless   •    Strategic partner

Manufacturing

We operate a fabless business model and use third-party foundries and assembly and test contractors to manufacture, assemble and test our semiconductor solutions. Our sole foundry vendor is TSMC and we use their commercially available mature standard 65nm and 40nm, standard RF, mixed-signal and digital CMOS foundry processes to enable us to produce our products more cost-effectively.

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We use well-known outsourced semiconductor assembly and test (OSAT) suppliers such as United Test and Assemby Center Limited (UTAC), STATS ChipPAC Limited and Silicon Precision Industries Limited (SPIL) for most of our chipset assembly and testing.

We use Universal Scientific Industrial (Shanghai) Company Limited (USI), AcSIP Technology Corp and Asiatel Technologies Co. for manufacturing of our modules.

We closely monitor the overall production cycle from wafer to finished goods through statistical analysis of the manufacturing data. We also run routine reliability monitoring programs to ensure long term product reliability. This enables us to operate certain test processes on demand to reduce the time-to-market for our products and to help ensure their quality and reliability. We are ISO 9001 (2015) certified, and all of our major suppliers and subcontractors are required to have quality management systems certified to ISO 9000 and ISO 14000 levels, as well as appropriate environmental control programs. We also comply with RoHS and REACH requirements. We perform regular routine supplier audits to ensure that our suppliers meet the required quality standards.

We do not have manufacturing agreements with our foundry or with our testing and packaging or module vendors, other than a framework agreement with UTAC, and we place our orders with our foundry and other vendors on a purchase order basis. See “Risk Factors—Risks Related to Our Business and Industry”.

Intellectual Property

We rely on a combination of intellectual property rights, or IPR, including patents, trade secrets, copyrights and trademarks, and contractual protections, to protect our core technology and intellectual property. At December 31, 2019, we had 41 issued and allowed United States patents, 22 European patents, and 14 pending United States and European patents. The first of our issued and allowed patents is not expected to expire until 2025.

In addition to our own intellectual property, we have also entered into a number of licensing arrangements pursuant to which we license third-party technologies and intellectual property. In particular, we have entered into such arrangements for certain technologies embedded in our semiconductor, hardware and software designs. These are typically non-exclusive contracts provided under royalty-accruing or paid-up licenses. These licenses are generally perpetual or automatically renewed for so long as we continue to pay any royalty that may be due and in the absence of any uncured material breach of the agreement. Certain licenses for technology used for development of a particular product are for a set term, generally at least two years, with a renewal option, and can be easily replaced with other currently available technology in subsequent product developments. In the event that such licenses are not renewed, they nevertheless continue with regard to products distributed in the field. Except for our licenses to the so called “essential patents” described below, we do not believe our business is dependent to any significant degree on any individual third-party license.

In the past, we have entered into licensing arrangements with respect to so called “essential patents” that claim features or functions that are incorporated into applicable industry standards and that we are required to provide in order to comply with the standard. We may be required to enter into such licensing arrangements in the future in order to comply with applicable industry standards, in particular with respect to the sales of our module products, which have full 4G or 5G functionality. We believe that general practice in the industry is that essential patent holders’ licensing policy is to license only to licensees selling a full 4G or 5G product, not to component vendors.

In 2015, we entered into an agreement to license the patent portfolio of Gemalto S.A., including at least one patent which may be considered essential for the LTE standard.

Facilities

Our principal executive offices are located in Colombes, France, consisting of approximately 21,625 square feet under a lease that expires in May 2029, but which may be canceled in May 2026. This facility accommodates our principal research and development, product marketing, and finance and administrative activities.

We have a 4,236 square-foot facility in Winnersh Triangle, England, which accommodates a research and development center under a lease expiring in October 2020. We have a 4,884 square-foot facility in Ramat Gan, Israel, which houses a research and development center, under a lease that expires in December 2020, with the option to renew. We have a 1,600 square foot office in Singapore under a lease expiring in February 2022. We have a 2,318 square-foot facility in Burnsville, Minnesota for engineering personnel under a lease that expires in January 2024. We have a 645 square-foot facility in Kista, Sweden under a lease that expires in April 2020. We rent additional office space in Sophia-Antipolis, France; Salo, Finland; Taipei, Taiwan; Shanghai and Shenzhen, China; Seoul, South Korea and in Bedminster, New Jersey under short-term lease agreements.

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We do not own any real property. We believe that our leased facilities are adequate to meet our current needs and that additional facilities will be available on suitable, commercially reasonable terms to accommodate any future needs.

C.	Organizational Structure

The Company is the ultimate parent of the group comprised of the Sequans Communications S.A. and its subsidiaries at December 31, 2019:

Name		Country of incorporation		Year of incorporation		% equity interest
Sequans Communications Ltd.		United Kingdom		2005		100
Sequans Communications Inc.		United States		2008		100
Sequans Communications Ltd. Pte.		Singapore		2008		100
Sequans Communications (Israel) Ltd.		Israel		2010		100

D.	Property, Plants and Equipment

For a discussion of property, plants and equipment, see “Item 4.B—Business Overview—Facilities.”

Item 4A. Unresolved Staff Comments

Not applicable.

Item 5. Operating and Financial Review and Prospects

Summary

We are a fabless designer, developer and supplier of semiconductor solutions for Broadband, Critical “Internet of Things” (IoT) and Massive IoT applications. Our solutions incorporate baseband processor and radio frequency, or RF, transceiver integrated circuits, or ICs, along with a front end subsystem and our proprietary signal processing techniques, algorithms and software stacks. Our high performance ICs deliver high throughput, low power consumption and high reliability in a small form factor and at a competitive price.

We shipped 2.5 million semiconductor units during 2019, compared to 3.2 million units during 2018 and 3.3 million units during 2017. Our total revenue was $30.9 million in 2019, $40.3 million in 2018 and $48.3 million in 2017.

We currently have more than 60 end customers worldwide, consisting primarily of OEMs and ODMs for modules, telematics devices, tracking devices, security devices, CPE, home routers, mobile routers, embedded devices and other data devices. We derive a significant portion of our revenue from a small number of end customers, and we anticipate that we will continue to do so for the foreseeable future. We do not have long-term purchase agreements with any of our end customers, and substantially all of our sales are made on a purchase order basis. We expect that the percentage of revenue derived from each end customer may vary significantly due to the order patterns of our end customers, the timing of new product releases by our end customers, and consumer demand for the products of our end customers. Customers representing more than 10% of total revenue in any of the years 2017, 2018 or 2019 and their locations are as follows:

Customer	Customer Location		% of total revenue for the year ended December 31,
			2017		2018		2019
A	Taiwan		16%		32%		27%
B	Korea		—%		—%		22%
C	Taiwan		—%		Less than 10%		10%
D	China		Less than 10%		13%		Less than 10%
E	Taiwan		17%		Less than 10%		Less than 10%

Our Consolidated Financial Statements for 2017, 2018 and 2019, have been prepared in accordance with IFRS as issued by the IASB.

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A.	Operating Results

Revenue

Our total revenue consists of product revenue and other revenue. Revenue from contracts with customers is recognized when control of the goods or services is transferred to the customer at an amount that reflects the fair value of the consideration to which the Company is entitled, excluding sales taxes or duties.

The Company applies a five-step approach in determining the amount and timing of revenue to be recognized: (1) identifying the contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations in the contract; and (5) recognizing revenue when the performance obligation is satisfied.

When a contract includes multiple promised goods and services, the Company evaluates each component to determine whether they represent separate performance obligations and determines the appropriate allocation of the contract consideration to each identified performance obligation based on estimated relative stand-alone selling prices.

Product Revenue

We derive the large majority of our revenue from the sale of semiconductor solutions and modules for 4G wireless broadband and narrowband applications, and we currently expect to continue to do so for the foreseeable future. Our solutions are sold both directly to our end customers and indirectly through distributors.

Our sales cycles typically take 12 months or more to complete, and our solutions are generally incorporated into our end customers’ products at the design stage. Prior to an end customer’s selection and purchase of our solutions, our sales force and applications engineers provide our end customers with technical assistance in the use of our solutions in their products. Once our solution is designed into an end customer’s product offering, it becomes more difficult for a competitor to sell its semiconductor solutions to that end customer for that particular product offering given the significant cost, time, effort and risk involved in changing suppliers. In addition, once we win a particular design with an end customer, we believe our ability to penetrate other product families at that end customer increases significantly.

Our product revenue is also affected by changes in the unit volume and average selling prices, or ASPs, of our semiconductor solutions. The ASP of the module is much higher than the ASP of our semiconductor solutions as many other components are added in order to provide a complete LTE solution. Our products are typically characterized by a life cycle that begins with higher ASPs and lower volumes as our new products use more advanced designs or technology and are usually incorporated into new devices that consumers adopt over a period of time. This is followed by broader market adoption with higher volumes and ASPs that are lower than initial levels, due to the maturity of the technology, greater availability of competing products or less demand as our end customers’ products reach the end of their life cycle.

The proportion of our product revenue that is generated from the sale of various products, also referred to as product mix, affects our overall ASP, product revenue and profitability. Given the varying ASPs of our solutions, any material change in our product mix may affect our gross margins and operating results from period to period. We expect to continue to broaden our product portfolio by introducing new solutions.

Other Revenue

Other revenue consists of the sale of licenses to use our technology solutions and revenue from associated annual software maintenance and support services, as well as revenue from technical support services and development services. Development services include advanced technology development services for technology partners and product development and integration services for customers, and wireless operators.

We license the right to use our solutions, including embedded software that enables our end customers to customize our solutions for use in their products. The license generally is perpetual and covers unlimited product designs by the end customer. We expect that we will continue to sign new license agreements as we begin working with new customers, but we do not expect that such licenses will generate significant revenues.

Development services agreements typically call for a number of milestones to be delivered over several quarters, with revenue generally recognized on the percentage of completion method as the contract progresses. The amount of development services can vary over time depending on the timing of when new contracts are won and the length of the contract period.

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Development service revenue increased slightly in 2018 compared with 2017, and decreased again in 2019 as some large contracts were completed.

With the execution in October 2019 of a large license and development services contract with a strategic partner, as well as our expectation that we will continue to enter into similar smaller agreements, we expect other revenue, compared to 2019, to increase significantly in future periods as we continue to provide services on particularly complex projects, and in the short term it is likely to remain a significant percentage of our total revenue.

The following table sets forth our total revenue by region for the periods indicated. We categorize our total revenue geographically based on the location to which we invoice.

		Year ended December 31,
		2017(1)				2018				2019
		(in thousands)
Asia:
Taiwan		$	8,126			$	16,704			$	11,387
Korea		373				261				6,813
China (including Hong-Kong)		21,819				11,638				2,139
Rest of Asia		2,291				1,911				106
Total Asia		32,609				30,514				20,445
United States of America		11,282				7,042				9,221
Rest of world		4,372				2,694				1,198
Total revenue		$	48,263			$	40,250			$	30,864

(1) In 2018, the Company adopted IFRS 15 using the modified retrospective application approach. Accordingly, prior period amounts have not been restated.

We categorize our total revenue based on technology.

		Year ended December 31,
		2017(1)				2018				2019
		(in thousands)
Broadband		$	27,900			$	11,657			$	10,431
IOT		11,568				19,679				12,816
Vertical		8,795				8,914				7,617
Total revenue		$	48,263			$	40,250			$	30,864

(1) In 2018, the Company adopted IFRS 15 using the modified retrospective application approach. Accordingly, prior period amounts have not been restated.

Additionally, we categorize our total revenue based on product and service revenue including license revenue and development and other services.

		Year ended December 31,
		2017(1)				2018				2019
		(in thousands)
Product		$	37,353			$	28,938			$	21,947
License		2,838				2,707				2,578
Development and other services		8,072				8,605				6,339
Total revenue		$	48,263			$	40,250			$	30,864

(1) In 2018, the Company adopted IFRS 15 using the modified retrospective application approach. Accordingly, prior period amounts have not been restated.

Cost of Revenue

Our cost of revenue includes cost of product revenue and cost of other revenue.

Cost of Product Revenue

A significant portion of our cost of semiconductor solution product revenue consists of the cost of wafers manufactured by third-party foundries and costs associated with assembly and test services. Cost of product revenue is impacted by

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manufacturing variances such as cost and yield for wafer, assembly and test operations and package cost. To a lesser extent, cost of product revenue includes expenses relating to depreciation of production mask sets, the cost of shipping and logistics, royalties, personnel costs, including share-based compensation expense, valuation provisions for excess inventory and warranty costs.

For our module products, the cost of product revenue includes not only the cost of the semiconductor solution but also other components such as power amplifiers and filters, as well as greater packaging costs.

Early in the life cycle of our products, we typically experience lower yields and higher associated costs. Over the life cycle of a particular product, our experience has been that the cost of product revenue has typically declined as volumes increase and test operations mature, while ASPs generally decline.

We use third-party foundry, assembly and test subcontractors, which are primarily located in Asia, to manufacture, package and test our semiconductor solutions. We purchase processed wafers from our fabrication supplier, currently TSMC. We also rely on third-party assembly and test subcontractors to assemble, package and test our products, and on third-party logistics specialists for logistics and storage. We generally do not have long-term agreements with our suppliers. Our obligations with our vendors for manufacturing, assembly and testing are generally negotiated on a purchase order basis.

Cost of Other Revenue

As most of the costs related to other revenue are incurred as part of our normal research and development efforts, we allocate to cost of other revenue only the specific direct costs related to providing maintenance and technical support and generating development services revenue.

Gross Profit

Our gross profit is affected by a variety of factors, including our product and revenue mix, the ASPs of our products, the volumes sold, the purchase price of fabricated wafers, assembly and test service costs and royalties, provision for inventory valuation charges, and changes in wafer, assembly and test yields. We expect our gross profit will fluctuate over time depending upon competitive pricing pressures, the timing of the introduction of new products, product and revenue mix, volume pricing, variances in manufacturing costs and the level of royalty payments to third parties possessing intellectual property necessary for our products.

Operating Expenses

Research and Development

We engage in substantial research and development efforts to develop new products and integrate additional capabilities into our core products. Research and development expense consists primarily of personnel costs, including share-based compensation, for our engineers engaged in design and development of our products and technologies. These expenses also include the depreciation cost of intellectual property licensed from others for use in our products and depreciation of capitalized internal development costs, and directly expensed product development costs, which include external engineering services, cost of development software and hardware tools, cost of fabrication of mask sets for prototype products, external laboratory costs for certification procedures, equipment depreciation and facilities expenses.

We expect research and development expense to increase moderately in the short-term as we complete development of the current 4G products in our roadmap and ramp up our development for 5G, which will require additional resources and investments.

Under IFRS, research and development expense is required to be capitalized if certain criteria are met and then amortized over the life of the product. In 2017, we capitalized costs related to the development of the chipsets for LTE Category M (Monarch and Monarch 2) and certification costs for an amount of $1.9 million (net of research tax credit for $0.3 million); in 2018 we continued to capitalize certification costs and costs related to Monarch 2 and began capitalizing costs for the LTE Category NB (Monarch N) for a total amount of $3.4 million (net of research tax credit for $0.5 million); in 2019 we continued capitalizing certification costs and costs for the LTE Category NB (Monarch N) and began capitalizing costs for the LTE Category 1 (Calliope 2) for a total amount of $5.0 million (net of research tax credit for $0.6 million). We expect that we may be able continue to capitalize development costs going forward if the relevant accounting criteria are met.

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Research and Development Incentives

In France and the United Kingdom, we receive certain tax incentives based on the qualifying research and development expense incurred in those jurisdictions. When the incentive is available only as a reduction of taxes owed, such incentive is accounted for as a reduction of tax expense; otherwise, it is accounted for as a government grant with the benefit recorded as a reduction of research and development expense. We expect to be able to continue to qualify for such tax incentives in these jurisdictions in future periods. We expect the tax incentives, which are based on a percentage of qualifying research and development expense, to remain fairly stable in the short term. For 2019, we recorded a net amount of approximately $3.1 million in tax incentives compared with $3.0 million in 2018 and $3.3 million in 2017.

In France, we also receive incentives in the form of grants from agencies of the French government and the European Union, based on qualifying research and development expense incurred pursuant to collaborative programs carried out with other companies and universities. These incentives are recorded as a reduction of research and development expense and are recognized when there is a reasonable assurance that the grant will be received, and all relevant conditions will be complied with. For 2019, we recorded approximately $0.2 million in grants compared with approximately $1.1 million in 2018 and $3.1 million in 2017. In 2017, 2018 and 2019, we received $1.1 million, $1.6 million and $2.1 million, respectively, in advances on grants and debt financing related to a large research project funded by the French government, called FELIN. The total value of the project funding to date for the Company is €7.0 million ($9.0 million). The funding was paid in three installments, the last of which was received in 2019. Of the €7.0 million, €3.0 million is in the form of a grant and €4.0 million is in the form of interest-bearing debt to be repaid beginning in 2019 and through 2022. The Company began to make principal and interest payments of €150,000 ($168,000) in 2019. We expect that the amounts we recognize from such grants overall may increase in 2020 as we intend to apply for new grants for our 5G development program. In 2017, we received $1.6 million in advances on grants and debt financing related to a second large research project funded by the French government, called LTE4PMR. The total value of the project funding for the Company is €2.1 million ($2.3 million) to be received over four years. Of the €2.1 million, €0.7 million is in the form of a grant and €1.4 million is in the form of interest-bearing debt to be repaid beginning in 2020 and through 2024.

Sales and Marketing

Sales and marketing expense consists primarily of personnel costs, including sales commissions, and share-based compensation for our business development, sales, customer support and marketing personnel, commissions paid to independent sales agents, marketing fees paid to industrial partners, the costs of advertising and participation in trade shows. We expect the size of our business development, sales and marketing organization, and sales and marketing expense, to remain flat or increase slightly in 2020.

General and Administrative

General and administrative expense consists primarily of personnel costs and share-based compensation for our finance, human resources, purchasing, quality and administrative personnel; professional services costs related to recruiting, accounting, tax and legal services; bad debt expense, investor relations costs; insurance; and depreciation. Information technology and facilities expenses are accounted for as overhead and allocated across all departments of the Company based on a pro rata basis. We expect general and administrative expense to remain fairly flat in 2020.

Interest Income (Expense), Net

Interest income consists of interest earned on cash and cash equivalent balances. We have historically invested our cash primarily in commercial bank accounts, short term deposits and money market funds.

Interest expense relates to our convertible debts issued in 2015, 2016, 2018 and 2019; our venture debt issued to Harbert European Specialty Lending Company II S.a.r.l in 2018; an upfront payment received in October 2019; our government debt put in place in 2015; our accounts receivable financing facility put in place in 2014; and research project loans received from 2014 to 2019.

Convertible Debt Amendments

On October 30, 2017, the convertibles notes were amended to extend the term of the notes and reduce the conversion rate for one convertible debt agreement. The change in fair value of the conversion options before and after the amendment has been recorded in Other Capital Reserves in shareholders’ equity. The debt components on October 30, 2017 have been re-measured based on the extended term of the notes using the effective interest rate calculated at the date of issue of each convertible note.

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The impact of the term extension and reduction of the conversion rate has been recorded in the Consolidated Statements of Operations in "Convertible debt amendments" for a loss of $322,000.

On September 27, 2018, the convertible notes issued in 2015 were amended to extend the term of the notes and reduce the conversion rate for the 2015 convertible debt agreement. The fair value of the debt just prior to amendment was estimated in order to record a loss on extinguishment of $265,000 recorded as Convertible debt amendments in the Consolidated Statements of Operations. The new debt was then recorded at its fair value assuming a market rate of interest, with the calculated value of the conversion option of $4,559,000 with the net change in the value upon amendment of $3,788,000 recorded in Other Capital Reserves in shareholders’ equity.

In addition, all of the convertible notes issued in 2015 and convertible notes with a principal amount of $6 million issued in 2016 were amended to allow the convertible notes to be subordinated to new debt to be issued by the Company. The holder of the remaining convertible notes issued in 2016 with a principal value of $1 million did not agree to amend the terms and therefore the Company redeemed the principal and accrued interest in October 2018.

In February 2020, the convertible note issued in 2016 was amended to extend the term of the note by one year and reduce the conversion rate.

Effective March 20, 2020, the convertible notes issued in April 2015, April 2016, September 2018, May 2019 and August 2019 were amended to grant the Company three options to extend the term of each note, except for the August 2019 note which has two options to extend. Each option will give the Company the right to extend the term of such note by one year and consequently reset the conversion price to a 20% premium above the 20-day volume weighted average price (VWAP) if it is lower than the existing conversion price. On the first option exercise, the payment-in-kind interest (PIK) will stay at 7% but the holder will be granted a warrant for 10% of the value of the note with a three year term, at an exercise price of 20% premium above 20-day VWAP. On the second option exercise, the PIK will be adjusted to 9.5%, the previous warrants granted on the first option exercise will be extended by one year and the holder will be granted an additional warrant for 15% of the value of the note with a three year term, at an exercise price of 20% premium above 20-day VWAP. On the third option exercise, the PIK will be adjusted to 13.5%, and the holder will be granted an additional warrant for 20% of the value of the note with a three year term, at an exercise price of 20% premium above 20-day VWAP. If at any time, the holder converts a note prior to the date of April 2022, it will receive an extra year’s worth of PIK so as to incentivize early conversion. In consideration for entering into the amendments, the warrants that Nokomis owns that were scheduled to expire April 2021 were extended to April 2024 upon the signing of the note amendments.

Foreign Exchange Gain (Loss), Net

Foreign exchange gain (loss) represents exchange gains and losses on our exposures to non-U.S. dollar denominated transactions, primarily associated with the changes in exchange rates between the U.S. dollar and the euro, and re-measurement of foreign currency balances at reporting date. As a result of our international operations, we are subject to risks associated with foreign currency fluctuations. Almost all of our revenues are in U.S. dollars and a portion of our expenses are also in U.S. dollars. However, a significant portion of our personnel costs is in euros and some long-term items on our balance sheet are also denominated in euros. We use hedging instruments in order to reduce volatility in operating expenses related to exchange rate fluctuations. We classify foreign exchange gains and losses related to hedges of euro-based operating expenses as operating expenses.

Income Tax Expense (Benefit)

We are subject to income taxes in France, the United States and numerous other jurisdictions. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. As a result, we recognize tax liabilities based on estimates of whether additional taxes will be due. These tax liabilities are recognized when we believe that certain positions may not be fully sustained upon review by tax authorities, notwithstanding our belief that our tax return positions are supportable. Our effective tax rates differ from the statutory rate primarily due to any valuation allowance, the tax impact of local taxes, international operations, research and development tax credits, tax audit settlements, non-deductible compensation, and transfer pricing adjustments. In respect of our subsidiaries outside of France, we operate on a “cost plus” basis.

In France, we have significant net deferred tax assets resulting from net operating loss carry forwards, tax credit carry forwards and deductible temporary differences that reduce our taxable income. Our ability to realize our deferred tax assets

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depends on our ability to generate sufficient taxable income within the carry back or carry forward periods provided for in the tax law for each applicable tax jurisdiction. Following the issuance of convertible debts and debt with warrants attached, we have deferred tax liabilities resulting from the bifurcation of the conversion feature and warrants from the debts. The deferred tax liabilities have allowed us to recognize deferred tax assets, subject to certain limitations on their use under French tax law. In 2018 and 2019, $1,818,000 and $773,000, respectively, was recognized as deferred tax liabilities through shareholders’ equity (deficit) under IAS 12, Income Taxes. In the year ended December 31, 2018 and 2019, deferred tax assets of $1,162,000 and $1,018,000, respectively, were recognized through income tax benefit on our consolidated statement of operations. Over time, as we generate taxable income, we expect our tax rate to increase significantly.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations is based on our Consolidated Financial Statements contained elsewhere in this annual report, which are prepared in accordance with IFRS as described in Note 2 to our Consolidated Financial Statements.

Some of the accounting methods and policies used in preparing our Consolidated Financial Statements under IFRS are based on complex and subjective assessments by our management or on estimates based on past experience and assumptions deemed realistic and reasonable based on the circumstances concerned. The actual value of our assets, liabilities and shareholders’ equity and of our earnings could differ from the value derived from these estimates if conditions changed and these changes had an impact on the assumptions adopted. We believe that the most significant management judgments and assumptions in the preparation of our financial statements are described below.

Revenue Recognition

Through December 31, 2017, our policy for revenue recognition, in instances where multiple deliverables are sold contemporaneously to the same counterparty, was in accordance with IAS 18.13. When we entered into contracts for the sale of products, licenses and maintenance and support and development services, we evaluated all deliverables in the arrangement to determine whether they represented separate units of accounting, each with its own separate earnings process, and their relative fair value. Such determination required judgment and was based on an analysis of the facts and circumstances surrounding the transactions. We applied judgment for contracts when the first year of maintenance was included in the software license price. For such contracts, an amount equal to the relative fair value of one year of maintenance was deducted from the value of the license and recognized as revenue over the period of maintenance. The difference between license and maintenance services invoiced and the amount recognized in revenue was recorded as deferred revenue.

In accordance with IAS 18, revenue from technical support and development services was generally recognized using the percentage-of-completion method when the outcome of the contract could be estimated reliably. This occurs when total contract revenue and costs can be estimated reliably, and it is probable that the economic benefits associated with the contract will flow to the Company and the stage of contract completion can be measured. Estimating the cost to complete the services requires judgment. We based our estimate on the estimated hours and level of engineer to complete the project, plus any external costs required to perform the services. In certain circumstances, revenue was recognized based on the achievement of contract milestones. We recognized revenue on milestones when the milestone was substantive based on technical merits, and we had obtained customer acceptance that the milestone had been achieved.

Effective January 1, 2018, we adopted IFRS 15, Revenue from Contracts with Customers, with modified retrospective application approach, meaning that the effect of adoption recorded in opening retained deficit. Upon the adoption of the new guidance, arrangements with customers are considered contracts if all the following criteria are met: (a) parties have approved the contract and are committed to perform their respective obligations; (b) each party’s rights regarding the goods or services to be transferred can be identified; (c) payment terms related to the goods or services to be transferred can be identified; (d) the contract has commercial substance and (e) collectability of substantially all of the consideration is probable.

The standard’s core principle is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard creates a five-step model to achieve its core principle: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the separate performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation.

Our contracts with customers often include promises to transfer multiple products and/or services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus

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together may require significant judgment. Judgment is also required to determine the stand-alone selling price (“SSP") for each distinct performance obligation. In instances where SSP is not directly observable, such as when we do not sell the product or service separately, we determine the SSP using information that may include market conditions and other observable inputs.

If the consideration in a contract includes a variable amount, we use our judgment to estimate the amount of consideration to which we will be entitled in exchange for transferring the goods or services to the customer. The variable consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue reversal in comparison to the amount of cumulative revenue recognized will not occur when the associated uncertainty with the variable consideration is subsequently resolved.

We sometimes receive advance payments from customers for the provision of development services. We determine if there is a significant financing component for these contracts considering the length of time between the customers’ payment and the transfer of control of the goods and services. When a significant financing component has been identified, the transaction price for these contracts is discounted, using the rate that we estimate would be reflected in a separate financing transaction at contract inception.

We recognize revenue when we satisfy the performance obligation by transferring the control over a product to the customer. Judgment is required to assess the pattern of transfer of control, in particular with regards to products’ sales to distributors and the rendering of services. Where we render services to the customers, they usually correspond to performance obligations which are satisfied over time, which are accounted for using the percentage-of-completion method, electing an input method of estimated costs as a measure of performance completed.

We rely on estimates around the total estimated costs to complete the contract (“Estimated Costs at Completion”). Total Estimated Costs at Completion include direct labor, material and subcontracting costs. Due to the nature of the efforts required to be performed to meet the underlying performance obligation, determining Estimated Costs at Completion is subject to many variables. Management quarterly reviews the progress and performance of open contracts in order to determine the best estimate of Estimated Costs at Completion. As part of this process, management reviews information including, but not limited to, any outstanding key contract matters, progress towards completion, the project schedule, identified risks and opportunities, and the related changes in estimates of costs. The risks and opportunities include management’s judgment about the ability and cost to achieve the project schedule, technical requirements, and other contract obligations.

Trade receivables

We maintain an allowance for doubtful accounts for potential estimated losses resulting from our customers’ inability to make required payments. Impairment losses on trade accounts receivable are estimated using the expected loss method, in order to take into account the risk of payment default throughout the lifetime of the receivables. Based on an analysis of historical credit losses, we have not applied any expected credit losses to our outstanding receivables as of the reporting date beyond specific provisions for doubtful accounts. If we receive information that the financial condition of our customers has deteriorated, resulting in an impairment of their ability to make payments, or there are indicators that amounts receivable will become uncollectible, additional allowances could be required. We record an allowance for any specific account we consider as doubtful based on the particular circumstances of the account. The carrying amount of the receivable is thus reduced through the use of an allowance account, and the amount of the charge is recognized in the Consolidated Statement of Operations. Subsequent recoveries, if any, of amounts previously provided for are credited against the same line in the Consolidated Statement of Operations. When a trade accounts receivable is uncollectible, it is written-off against the allowance account for trade accounts receivable.

Inventories

Inventories consist primarily of the cost of semiconductors, including wafer fabrication, assembly, testing and packaging; components; and modules purchased from subcontractors. We write down the carrying value of our inventories to the lower of cost (determined using the moving average method) or net realizable value (estimated market value less estimated costs of completion and the estimated costs necessary to make the sale). We write down the carrying value of our inventory for estimated amounts related to lower of cost or net realizable value, obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated net realizable value. The estimated net realizable value of the inventory is based on historical usage and assumptions about future demand, future product purchase commitments, estimated manufacturing yield levels and market conditions on a product-by-product basis. Once established, inventory reserves are not reversed until the related inventory has been sold or scrapped. Actual demand may differ from forecasted demand and these differences may have a material effect on recorded inventory values and cost of revenue.

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When we consider future demand for a product, there are a number of factors that we take into consideration, including purchase orders and forecasts from customers, which in normal market conditions give us visibility for the next three months and some view on the following three months, our own internal projections based on customer inputs and new business opportunities, and estimates of market potential based on reports from industry analysts. The time horizon considered for future demand varies depending on the nature of the product, meaning we consider if the product is newly-introduced or approaching end-of-life, if the product is in finished good form or in component form, and if the product is incorporated in a large or small number of different end-user products from few or many customers.

We evaluate the realizability of our inventory at each balance sheet date. In doing so, we consider, among other things, demand indicated by our customers, overall market potential based on input from operators and analysts, and the remaining estimated commercial life of our products.

In 2017, 2018 and 2019, we recorded provisions for slow-moving LTE inventory totaling $0.2 million, $0.2 million and $0.7 million, respectively. In 2017, all the WiMAX inventory, fully depreciated in previous years, was physically scrapped, resulting in a provision reversal of $2.8 million.

Share-Based Compensation

We have various share-based compensation plans for employees and non-employees. The expense recorded in our statement of operations for equity awards under these plans is affected by changes in valuation assumptions. For example, the fair value of stock options is estimated by using the binomial model on the date of grant based on certain assumptions, including, among others, expected volatility, the expected option term and the expected dividend payout rate.

For the years ended December 31, 2017, 2018 and 2019, the assumption for expected volatility has been based on the Company’s historical volatility since the initial public offering in 2011.

We recognize compensation expense only for the portion of share options that are expected to vest. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from our estimates.

For 2017, 2018 and 2019, we recorded employee share-based compensation expense of $1.6 million, $1.8 million and $1.8 million, respectively. Share-based compensation expense related to non-employees was not material for 2017, 2018 and 2019.

Functional Currency

We use the U.S. dollar as the functional currency of Sequans Communications S.A. due to the high percentage of our revenues, cost of revenue, capital expenditures and operating costs, other than those related to headcount and overhead, which are denominated in U.S. dollars. Our IPO proceeds, the proceeds from our follow-on offerings and the proceeds from issuance of convertible debt were also denominated in U.S. dollars. However, the venture debt with Harbert European Specialty Lending Company II S.a.r.l t issued in 2018 and all debt and equity proceeds that we received since our inception prior to our initial public offering were denominated in euros.

Each subsidiary determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. As of each reporting date, the assets and liabilities of each subsidiary are translated into the U.S. dollar, our functional and reporting currency, at the rate of exchange at the balance sheet date and each subsidiary’s statement of operations is translated at the average exchange rate for the year. Exchange differences arising on the translation are taken directly to a separate component of equity, cumulative translation adjustments.

Fair Value of Financial Instruments

The Company determined that the fair values of cash, trade receivables and trade payables approximate their carrying amounts largely due to the short-term maturities of these instruments.

Where no active market exists, we establish fair value by using a valuation technique determined to be the most appropriate in the circumstances, regarding compound debt instruments, the fair value of the debt component was determined using a valuation model that requires judgment, including estimating the change in value of the Company at different dates and market yields applicable to the Company’s straight debt (without the conversion option). The assumptions used in calculating the value of the conversion option represent the Company’s best estimates based on management’s judgment and subjective future expectations.

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Deferred Tax Assets and Liabilities

Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. Management makes assumptions, judgments and estimates to determine our deferred tax assets and liabilities, including whether deferred tax assets are likely to be realized.

Research and Development Costs

Costs incurred internally in research and development activities are charged to expense until technological feasibility and commercial viability has been established for the project. Once technological feasibility and commercial viability are established, development costs are capitalized until the product is available for general release to customers. Judgment is required in determining when technological feasibility and commercial viability of a product is established. We have determined that technological feasibility for our software products is reached after all high-risk development issues have been resolved. Generally, this occurs when the preliminary design review has been completed.

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Results of Operations

The following tables set forth a summary of our consolidated results of operations for the periods indicated. This information should be read together with our Consolidated Financial Statements and related notes included elsewhere in this annual report. The results of operations in any period are not necessarily indicative of the results that may be expected for any future period.

Comparison of Years Ended December 31, 2018 and 2019

		Year ended December 31,								Change
		2018 (1)				2019				%
		(in thousands)
Revenue:
Product revenue		$	28,938			$	21,947			(24	)%
Other revenue		11,312				8,917				(21	)
Total revenue		40,250				30,864				(23	)
Cost of revenue:
Cost of product revenue		21,957				16,703				(24	)
Cost of other revenue		2,405				1,782				(26	)
Total cost of revenue		24,362				18,485				(24	)
Gross profit		15,888				12,379				(22	)
Operating expenses:
Research and development		27,909				23,799				(15	)
Sales and marketing		9,411				7,968				(15	)
General and administrative		10,085				8,570				(15	)
Total operating expenses		47,405				40,337				(15	)
Operating income (loss)		(31,517		)		(27,958		)		(11	)
Financial income (expense):
Interest income (expense), net		(5,376		)		(9,593		)		78
Other financial expense		(400		)		—				(100	)
Convertible debt amendments		(265		)		—				(100	)
Foreign exchange gain (loss)		366				71				(81	)
Profit (Loss) before income taxes		(37,192		)		(37,480		)
Income tax expense (benefit)		(968		)		(783		)		(19	)
Profit (Loss)		$	(36,224	)		$	(36,697	)

(1) In 2019, the Company adopted IFRS 16 "Leases" standard using the modified retrospective approach. Accordingly, prior period amounts have not been restated.

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The following table sets forth a summary of our statements of operations as a percentage of total revenue:

		Year ended December 31,
		2018 (1)			2019
		(% of total revenue)
Revenue:
Product revenue		72			71
Other revenue		28			29
Total revenue		100			100
Cost of revenue:
Cost of product revenue		55			54
Cost of other revenue		6			6
Total cost of revenue		61			60
Gross profit		39			40
Operating expenses:
Research and development		69			77
Sales and marketing		23			26
General and administrative		25			28
Total operating expenses		117			131
Operating income (loss)		(78	)		(91	)
Financial income (expense):
Interest income (expense), net		(13	)		(31	)
Other financial expense		(1	)		—
Convertible debt amendments		(1	)		—
Foreign exchange gain (loss)		1			—
Profit (Loss) before income taxes		(92	)		(122	)
Income tax expense (benefit)		(2	)		(3	)
Profit (Loss)		(90	)		(119	)

(1) In 2019, the Company adopted IFRS 16 "Leases" standard using the modified retrospective approach. Accordingly, prior period amounts have not been restated.

Revenue

Product Revenue

Product revenue decreased 24% from $28.9 million in 2018 to $21.9 million in 2019. Total broadband product revenue decreased 16% from $11.1 million in 2018 to $9.4 million in 2019, particularly in emerging markets. The broadband business has suffered from our decision to focus our development efforts on the IoT business rather than on a second generation Cat 6 product offering, resulting in a loss of market share. Total IoT product revenue decreased 30% from $17.6 million in 2018 to $12.3 million in 2019 primarily due to lower product revenue in Cat 1. Mid-year a major customer's forecasted increase in volumes was reduced as some major projects were delayed causing inventory to build in the channels. Consequently sales of Cat 1 product decreased significantly in the second half of the year. In 2019 and 2018, broadband product revenue accounted for approximately 43% and 38%, respectively, of total product revenue, and IoT product revenue for approximately 56% and 62%,respectively, of total product revenue. Decreased revenue also reflects a product mix with a lower percentage of module sales, which have a higher average selling price than chipsets.

In 2019, we shipped approximately 2.5 million of units of 4G products compared to 3.2 million units in 2018. We expect strong Massive IoT growth in 2020, supported by continued shipment of Cat 1 products in both U.S. and Japan and the ramp of Cat M particularly during the second half of 2020. We believe that the Broadband IoT business should improve slightly in 2020, as new design wins are launched by our customers, particularly for CBRS products in the United States, and as we evolve our products toward 5G technology.

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Other Revenue

Other revenue decreased 21% from $11.3 million in 2018 to $8.9 million in 2019, reflecting a decrease in development services revenue as projects begun in prior years were completed and there were some delays in executing new agreements. Development services revenue decreased 26% from $8.0 million in 2018 to $5.9 million in 2019. License and maintenance revenue also decreased in 2019 compared to the prior year. License revenue decreased slightly from $2.7 million in 2018 to $2.6 million in 2019, and maintenance revenue decreased 35% from $600,000 in 2018 to $400,000 in 2019.  

Cost of Revenue

Cost of product revenue decreased 24% from $22.0 million in 2018 to $16.7 million in 2019 mainly due to the decreased number of units sold. Cost of other revenue decreased 26% from $2.4 million in 2018 to $1.8 million in 2019 reflecting the decreased volume of service revenue.

Gross Profit

Gross profit decreased 22% from $15.9 million in 2018 to $12.4 million in 2019, and the gross margin percentage increased from 39.5% in 2018 to 40.1% in 2019. Product gross margin percentage decreased slightly from 24.1% in 2018 to 23.9% in 2019.

Research and Development

Research and development expense decreased 15% from $27.9 million in 2018 to $23.8 million in 2019 primarily due to headcount expenses in euros impacted by a favorable foreign exchange rate between euros and US dollars compared to the rate in the same period in 2018, and higher development costs capitalized (which are accounted for as a reduction of research and development expense).

Research and development incentives decreased from $4.1 million in 2018 to $3.4 million in 2019. In the years ended December 31, 2019 and 2018, we capitalized costs related to the development of the chipsets for LTE Category M (Monarch 2), for LTE Category NB (Monarch N) and in 2019 we began capitalizing costs for the LTE Category 1 (Calliope 2) as well. We also capitalized other development costs related mainly to operator certifications. The total amount of capitalized costs was $5.0 million, net of research tax credit of $0.6 million in 2019 compared to $3.4 million, net of research tax credit of $0.5 million in 2018. In the year ended December 31, 2019, the amount of the amortization of these capitalized costs was $1.1 million compared to $0.4 million in 2018.

Research and development costs associated with product development (including normal customer support which generates product improvements) are recorded in operating expense. In some cases, we have negotiated agreements with customers and partners whereby we provide certain development services beyond our normal practices or planned product roadmap. Amounts received from these agreements are recorded in other revenue. Direct costs, including both internal resources and out-of-pocket expenses, that we incur as a result of the commitments in the agreements are recorded in cost of other revenue, rather than in research and development expense. Other research and development costs related to the projects covered by the agreements, but which we would have incurred without the existence of such agreements, are recorded in research and development expense.

There were 204 employees and independent contractors in research and development at December 31, 2019 compared to 203 at December 31, 2018.

Sales and Marketing

Sales and marketing expense decreased 15% from $9.4 million in 2018 to $8.0 million in 2019. The decrease primarily reflects headcount expenses in euros impacted by a favorable foreign exchange rate between euros and US dollars compared to the rate in the same period in 2018 and lower expenses in trade shows. There were 42 employees and independent contractors in sales and marketing at December 31, 2019 compared to 43 employees at December 31, 2018.

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General and Administrative

General and administrative expense decreased 15% from $10.1 million in 2018 to $8.6 million in 2019 primarily due to a decrease in stock-based compensation and bad debt expense, partially offset by an increase in legal fees. There were 19 employees in general and administrative functions at December 31, 2019 compared to 21 at December 31, 2018.

Interest Income (Expense), Net

Net interest expense increased to $9.6 million in 2019 compared to $5.4 million in 2018. The increase in interest expense in 2019 reflected the issuance of $3.0 million in May 2019 and $5.0 million in August 2019 in new convertible debt. The interest expense increase reflected a full year of interest of venture debt issued in October 2018. Interest expense in the year ended in December 31, 2019 included $0.6 million related to lease liabilities recorded in conjunction with the adoption of IFRS 16 and $0.6 million related to the financing component of a long term development services agreement. Interest income was insignificant in both years.

Convertible Debt Amendment, Other Financial Expenses

On September 27, 2018, the convertible notes issued on April 14, 2015 and April 27, 2016 were amended to extend the term of the notes issued in 2015 from April 14, 2019 to April 14, 2020, to decrease the conversion price of the notes issued in 2015 from $1.85 to $1.70 and to permit the subordination of the convertible notes to new debt to be issued by the Company. Following the amendment signed in September 27, 2018, the fair value of the debt just prior to amendment was estimated in order to record a loss on extinguishment of $265,000 recorded as Convertible debt amendments in the Consolidated Statements of Operations. On October 30, 2018 and in connection with entering into the bond issuance agreement, the Company retired convertible notes issued on April 27, 2016 and due on April 27, 2020, with a principal amount of $1 million, by paying the principal and accrued interest due as of October 30, 2018 to the noteholder. The impact of the retirement was recorded as financial expenses in 2018 for an amount of $400,000.

Foreign Exchange Gain (Loss), Net

We had a net foreign exchange gain of $71,000 in 2019 compared to a net foreign exchange gain of $366,000 in 2018 primarily due to movements in the U.S. dollar versus the euro.

Income Tax Expense (Benefit)

In 2019, we recorded current tax expense of $251,000 arising from taxable income incurred at certain subsidiaries, and a deferred tax benefit amounting to $1,034,000, mainly due to the recognition of deferred tax assets that were determined to be realizable as a result of the deferred tax liability recorded (through equity) related to convertible debt and debt with warrants attached. The deferred tax liability resulted from the recognition of the equity components following the separation between the equity and liability components of these financial instruments. In 2018, we recorded current tax expense of $210,000 arising from taxable income incurred at certain subsidiaries, and deferred tax benefit amounting to $1,178,000 mainly due to the recognition of deferred tax assets that were determined to be realizable as a result of the deferred tax liability recorded (through equity) related to convertible debt and debt with warrants attached.

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Comparison of Years Ended December 31, 2017 and 2018

		Year ended December 31,								Change
		2017(1) (2)				2018 (2)				%
		(in thousands)
Revenue:
Product revenue		$	37,353			$	28,938			(23	)%
Other revenue		10,910				11,312				4
Total revenue		48,263				40,250				(17	)
Cost of revenue:
Cost of product revenue		24,725				21,957				(11	)
Cost of other revenue		2,397				2,405				—
Total cost of revenue		27,122				24,362				(10	)
Gross profit		21,141				15,888				(25	)
Operating expenses:
Research and development		25,202				27,909				11
Sales and marketing		8,785				9,411				7
General and administrative		6,679				10,085				51
Total operating expenses		40,666				47,405				17
Operating income (loss)		(19,525		)		(31,517		)		61
Financial income (expense):
Interest income (expense), net		(4,612		)		(5,376		)		17
Other financial expense		—				(400		)		100
Convertible debt amendments		(322		)		(265		)		(18	)
Foreign exchange gain (loss)		(1,401		)		366				(126	)
Profit (Loss) before income taxes		(25,860		)		(37,192		)
Income tax expense (benefit)		300				(968		)		(423	)
Profit (Loss)		$	(26,160	)		$	(36,224	)

(1) In 2018, the Company adopted IFRS 15 using the modified retrospective application approach. Accordingly, prior period amounts have not been restated.

(2) Neither 2017 nor 2018 were restated for IFRS 16 "Leases" standard adopted in 2019.

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The following table sets forth a summary of our statements of operations as a percentage of total revenue:

		Year ended December 31,
		2017(1) (2)			2018 (2)
		(% of total revenue)
Revenue:
Product revenue		77			72
Other revenue		23			28
Total revenue		100			100
Cost of revenue:
Cost of product revenue		51			55
Cost of other revenue		5			6
Total cost of revenue		56			61
Gross profit		44			39
Operating expenses:
Research and development		52			69
Sales and marketing		18			23
General and administrative		14			25
Total operating expenses		84			117
Operating income (loss)		(40	)		(78	)
Financial income (expense):
Interest income (expense), net		(10	)		(13	)
Other financial expense		—			(1	)
Convertible debt amendments		(1	)		(1	)
Foreign exchange gain (loss)		(3	)		1
Profit (Loss) before income taxes		(54	)		(92	)
Income tax expense (benefit)		1			(2	)
Profit (Loss)		(55	)		(90	)

(1) In 2018, the Company adopted IFRS 15 using the modified retrospective application approach. Accordingly, prior period amounts have not been restated.

(2) Neither 2017 nor 2018 were restated for IFRS 16 "Leases" standard adopted in 2019.

Revenue

Product Revenue

Product revenue decreased 23% from $37.4 million in 2017 to $28.9 million in 2018. The IoT business experienced strong growth, with Cat 1 chip volume tripling in 2018 and a more moderate increase in Cat 1 module volumes, as a major US operator's extension of CDMA activations in the second half of last year caused one of our major Cat1 module customers to delay deployment of LTE solutions on this network. During 2018, the LTE M products ramped up and grew more than 50% year over year. This overall IoT growth was more than offset by a decline in the broadband business, particularly in emerging markets. The broadband business has suffered from our decision to focus our development efforts on the IoT business rather than on a second generation Cat 6 product offering. Total IoT product revenue grew 92% from $9.1 million in 2017 to $17.8 million in 2018 and accounted for approximately 61% of total product revenue. Total broadband product revenue decreased 60% from $27.6 million in 2017 to $11.1 million in 2018.

In 2018, we shipped approximately 3.2 million of units of LTE products compared to 3.4 million units in 2017. We expect strong IoT growth in 2019, supported by continued shipment of Cat 1 products in both U.S. and Japan and the ramp of Cat M particularly during the second half of 2019. We believe that the broadband business will remain stable or decline slightly in the short-term, but could be a source of growth longer term, as new design wins are launched by our customers and as we evolve our products toward 5G technology.

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Other Revenue

Other revenue increased 4% from $10.9 million in 2017 to $11.3 million in 2018, reflecting an increase in development services revenue with new projects signed during the year and higher maintenance revenue. 

Development services revenue increased from $7.7 million in 2017 to $8.0 million in 2018. License revenue decreased slightly from $2.8 million in 2017 to $2.7 million in 2018, and maintenance revenue increased from $300,000 in 2017 to $600,000 in 2018.  

Cost of Revenue

Cost of product revenue decreased 11% from $24.7 million in 2017 to $22.0 million in 2018 due to lower product and manufacturing costs associated with the decreased number of units sold. Cost of other revenue remained flat at $2.4 million in 2017 and 2018.

Gross Profit

Gross profit decreased 25% from $21.1 million in 2017 to $15.9 million in 2018, and the gross margin percentage decreased from 43.8% in 2017 to 39.5% in 2018, primarily due to a reduction of product gross margin. Product gross margin percentage decreased from 33.8% in 2017 to 24.1% in 2018 due to the impact of a higher percentage of lower-margin module sales in the product revenue mix compared to 2017.

Research and Development

Research and development expense increased 11% from $25.2 million in 2017 to $27.9 million in 2018 primarily due to higher headcount expenses, lower research and development credit and lower grant recognition partially offset by more capitalized costs related to the development of the chipsets for Cat M recorded in 2018. Headcount expenses in euros were impacted by a higher average foreign exchange rate between euros and US dollars in 2018 compared to 2017.

Research and development incentives decreased from $6.4 million in 2017 to $4.1 million in 2018. In the years ended December 31, 2018 and 2017, we capitalized costs mainly related to the development of the chipsets for Cat M, the Monarch and Monarch 2 ($3.4 million, net of research tax credit of $0.5 million and $1.9 million, net of research tax credit of $0.3 million, respectively).

Research and development costs associated with product development (including normal customer support which generates product improvements) are recorded in operating expense. In some cases, we have negotiated agreements with customers and partners whereby we provide certain development services beyond our normal practices or planned product roadmap. Amounts received from these agreements are recorded in other revenue. Direct costs, including both internal resources and out-of-pocket expenses, that we incur as a result of the commitments in the agreements are recorded in cost of other revenue, rather than in research and development expense. Other research and development costs related to the projects covered by the agreements, but which we would have incurred without the existence of such agreements are recorded in research and development expense.

There were 203 employees and independent contractors in research and development at December 31, 2018 compared to 235 at December 31, 2017. Some of this reduction is due to a reorganization in 2018 in which 21 technical support engineers were transferred from engineering to customer support in Sales and Marketing.

Sales and Marketing

Sales and marketing expense increased 7% from $8.8 million in 2017 to $9.4 million in 2018. There were 43 employees and independent contractors in sales and marketing at December 31, 2018 compared to 28 employees at December 31, 2017. Some of this increase is due to a reorganization in 2018 in which 21 technical support engineers were transferred from engineering to customer support in Sales and Marketing.

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General and Administrative

General and administrative expense increased 51% from $6.7 million in 2017 to $10.1 million in 2018 primarily due to an increase in bad debt expense and legal fees. Bad debt expenses are related primarily to aged trade receivables, which the Company no longer expects to collect. There were 21 employees in general and administrative at December 31, 2018 compared to 20 at December 31, 2017.

Interest Income (Expense), Net

Net interest expense increased to $5.4 million in 2018 compared to $4.6 million in 2017. The increase in interest expense in 2018 reflected the issuance of $4.5 million in new convertible debt at the end of September 2018 and €12 million of venture debt at the end of October 2018. Interest income was insignificant in both years.

Convertible debt amendment, other financial expenses

On October 30, 2017, the convertible notes issued on April 14, 2015 and April 27, 2016 were amended to extend the term of the notes issued in 2015 from April 14, 2018 to April 14, 2019 and the term of the notes issued in 2016 from April 27, 2019 to April 27, 2020. In addition, the conversion price of the notes issued in 2016 was decreased from $2.71 to $2.25. Following the extension of the term, the change in fair value of the conversion options before and after the amendment was calculated to be $3,418,000 and was recorded as financial expense. The debt components on October 30, 2017 were remeasured to take into account the new terms using the effective interest rate calculated at the date of issue of each convertible note. The debts were reduced by a total amount of $3,096,000 recorded in financial income in 2017.

On September 27, 2018, the convertible notes issued on April 14, 2015 and April 27, 2016 were amended to extend the term of the notes issued in 2015 from April 14, 2019 to April 14, 2020, to decrease the conversion price of the notes issued in 2015 from $1.85 to $1.70 and to permit the subordination of the convertible notes to new debt to be issued by the Company. In addition, warrants to purchase 1.8 million shares of Sequans were issued to the holder of the amended convertible notes. Following the amendment signed in September 27, 2018, the fair value of the debt just prior to amendment was estimated in order to record a loss on extinguishment of $265,000 recorded as Convertible debt amendments in the Consolidated Statements of Operations. On October 30, 2018 and in connection with entering into the bond issuance agreement, the Company retired convertible notes issued on April 27, 2016 and due on April 27, 2020, with a principal amount of $1 million, by paying the principal and accrued interest due as of October 30, 2018 to the noteholder. The impact of the retirement was recorded as financial expenses in 2018 for an amount of $400,000.

Foreign Exchange Gain (Loss), Net

We had a net foreign exchange gain of $0.4 million in 2018 compared to a net foreign exchange loss of $1.4 million in 2017 primarily due to movements in the U.S. dollar versus the euro.

Income Tax Expense (Benefit)

In 2018, we recorded current tax expense of $210,000 arising from taxable income incurred at certain subsidiaries, and a deferred tax benefit amounting to $1,178,000, mainly due to the recognition of deferred tax assets that were determined to be realizable as a result of the deferred tax liability recorded (through equity) related to convertible debt and debt with warrants attached. The deferred tax liability resulted from the recognition of the equity components following the separation between the equity and liability components of these financial instruments. In 2017, we recorded current tax expense of $273,000 arising from taxable income incurred at certain subsidiaries, and deferred tax expense amounting to $27,000.

Selected Quarterly Results of Operations

The following table presents our unaudited quarterly results of operations for 2018 and 2019. This unaudited quarterly information has been prepared on the same basis as our audited Consolidated Financial Statements and includes all adjustments necessary for the fair presentation of the information for the quarters presented. You should read this table together with our Consolidated Financial Statements and the related notes thereto included in this annual report. Our quarterly results of operations will vary in the future. The results of operations for any quarter are not necessarily indicative of results for the entire year and are not necessarily indicative of any future results.

 

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		Three months ended
		March 31, 2018				June 30, 2018				Sept. 30, 2018				Dec. 31, 2018				March 31, 2019				June 30, 2019				Sept. 30, 2019				Dec. 31, 2019
		(in thousands) (unaudited)
Revenue:
Product revenue		$	7,635			$	9,921			$	7,526			$	3,856			$	4,111			$	6,774			$	6,008			$	5,054
Other revenue		3,599				2,737				2,759				2,217				2,357				1,136				1,312				4,112
Total revenue		11,234				12,658				10,285				6,073				6,468				7,910				7,320				9,166
Cost of revenue(1):
Cost of product revenue		5,861				7,127				6,026				2,943				3,575				4,443				4,159				4,526
Cost of other revenue		689				549				664				503				574				482				394				332
Total cost of revenue		6,550				7,676				6,690				3,446				4,149				4,925				4,553				4,858
Gross profit		4,684				4,982				3,595				2,627				2,319				2,985				2,767				4,308
Operating expenses(1):
Research and development		7,519				7,152				6,750				6,488				6,157				5,773				6,205				5,664
Sales and marketing		2,485				2,518				2,229				2,179				2,221				2,026				1,857				1,864
General and administrative		1,971				2,276				2,545				3,294				1,913				2,038				2,245				2,374
Total operating expenses		11,975				11,946				11,524				11,961				10,291				9,837				10,307				9,902
Operating income (loss)		(7,291		)		(6,964		)		(7,929		)		(9,334		)		(7,972		)		(6,852		)		(7,540		)		(5,594		)
Financial income (expense):
Interest income (expense), net		(1,227		)		(1,240		)		(1,278		)		(1,631		)		(1,976		)		(2,214		)		(2,293		)		(3,110		)
Other financial expense		—				—				—				(400		)		—				—				—				—
Convertible debt amendments		—				—				(685		)		420				—				—				—				—
Foreign exchange gain (loss)		(212		)		188				58				332				322				(303		)		874				(822		)
Profit (Loss) before income taxes		(8,730		)		(8,016		)		(9,834		)		(10,613		)		(9,626		)		(9,369		)		(8,959		)		(9,526		)
Income tax expense (benefit)		19				74				78				(1,139		)		(17		)		(213		)		(179		)		(374		)
Profit (Loss)		$	(8,749	)		$	(8,090	)		$	(9,912	)		$	(9,474	)		$	(9,609	)		$	(9,156	)		$	(8,780	)		$	(9,152	)

 

(1)	Includes share-based compensation as follows:

		Three months ended
		March 31, 2018				June 30, 2018				Sept. 30, 2018				Dec. 31, 2018				March 31, 2019				June 30, 2019				Sept. 30, 2019				Dec. 31, 2019
		(in thousands) (unaudited)
Cost of revenue		$	3			$	3			$	2			$	—			$	2			$	3			$	2			$	3
Operating expenses		529				523				444				308				486				426				360				515
Share-based compensation		$	532			$	526			$	446			$	308			$	488			$	429			$	362			$	518

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The following table sets forth a summary of our quarterly statement of operations as a percentage of total revenue:

		Three months ended
		March 31, 2018			June 30, 2018			Sept. 30, 2018			Dec. 31, 2018			March 31, 2019			June 30, 2019			Sept. 30, 2019			Dec. 31, 2019
		(% of revenue) (unaudited)
Revenue:
Product revenue		68			78			73			63			64			86			82			55
Other revenue		32			22			27			37			36			14			18			45
Total revenue		100			100			100			100			100			100			100			100
Cost of revenue:
Cost of product revenue		52			56			59			48			55			56			57			49
Cost of other revenue		6			5			6			8			9			6			5			4
Total cost of revenue		58			61			65			57			64			62			62			53
Gross profit		42			39			35			43			36			38			38			47
Operating expenses:
Research and development		67			57			66			107			95			73			85			62
Sales and marketing		22			20			22			36			34			26			25			20
General and administrative		18			18			24			54			30			26			30			26
Total operating expenses		107			94			112			197			159			125			141			108
Operating income (loss)		(65	)		(55	)		(77	)		(154	)		(123	)		(87	)		(103	)		(61	)
Financial income (expense):
Interest income (expense), net		(11	)		(10	)		(12	)		(27	)		(31	)		(28	)		(31	)		(34	)
Other financial expense		—			—			—			(7	)		—			—			—			—
Convertible debit amendments		—			—			(7	)		7			—			—			—			—
Foreign exchange gain (loss)		(2	)		1			1			5			5			(4	)		12			(9	)
Profit (Loss) before income taxes		(78	)		(64	)		(95	)		(176	)		(149	)		(119	)		(122	)		(104	)
Income tax expense (benefit)		—			—			1			(19	)		—			(3	)		(2	)		(4	)
Profit (Loss)		(78	)		(64	)		(96	)		(156	)		(149	)		(116	)		(120	)		(100	)

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Product revenues in the second half of 2018 and early 2019 reflects the weakness in our broadband business. This weakness primarily related to lower sales in emerging markets in 2018 stemming from our decision in earlier years to focus our product development efforts on the IoT business rather than on a second-generation Cat 6 product offer. These quarterly decreases were partially offset by strong growth of the IoT business with revenue from Cat 1 chipset sales and the ramp up of the Cat M products during the first half of 2018. Cat M revenue stalled during the second half of 2018 and into 2019 because of delays in the market. The broadband business began recovering in the second half of 2019, but this was offset by Cat 1 channel inventory issues, which reduced revenues in the third and fourth quarters of 2019. We continue to experience volatility in quarterly revenue as many of the new design wins either ramp with some delay versus expectations, or do not ramp smoothly over time. Other revenue has an inherent fluctuation due to the timing of the execution of software licenses and development services. Other revenue in first quarter of 2018 and in the fourth quarter of 2019 was unusually high due to a number of new development services starting and more license revenue.

Cost of product revenue in general increased and decreased, consistent with the increases and decreases in product revenue quarter to quarter. Cost of other revenue decreased in 2019 compared to 2018; direct costs incurred by the Company and related to development service agreements negotiated with customers and partners to develop services are recorded in cost of other revenue.

Gross margin remained below 45% in 2018 and below 40% in 2019 (except in the last quarter of 2019) as we continued to generate a significant portion of our revenues from our LTE modules with lower margins than our chip solutions.

Research and development expenses were impacted in each quarter of 2019 by the favorable foreign exchange rate between euros and US dollar compared to the rate in 2018.

Quarterly sales and marketing expense decreased in 2019 compared to 2018, reflecting headcount expenses in euros impacted by a favorable foreign exchange rate between euros and US dollars in 2019 compared to the rate in 2018 and lower expenses in trade shows.

General and administrative expense increase slightly over time. Fourth quarter of 2018 increased significantly, due to bad debt expense and accrual of the expected costs to be incurred related to the ongoing securities class action lawsuit.

Interest expense increased quarter to quarter due to a full year of interest of venture debt issued in October 2018, to additional convertible debts issued in May and August 2019 and to interests related to an up-front payment received in October 2019. Interest income was insignificant. Foreign exchange gains and losses resulted primarily from the change in the U.S. dollar to euro exchange rate and remeasurement of euro-based assets and liabilities at settlement or balance sheet date.

Income tax income increased in the fourth quarter of 2018 due to the recognition of deferred tax assets as a result of deferred tax liabilities recognized (through equity) upon the separation between the equity and debt components of the convertible debt and debt issued with warrants.

We have yet to experience an established pattern of seasonality. However, business activities in Asia generally slow-down in the first quarter of each year during the Chinese New Year period, which could harm our sales and results of operations during the period.

B.	Liquidity and Capital Resources

Sources of Liquidity

Our cash and cash equivalents and short-term investments were $14.1 million at December 31, 2019. The Company’s internal cash forecast which is built from sales forecasts by products and by customer, assumes a stable operating cost structure, assumes ongoing and new government funding of research programs and assumes new funding activities. The forecasted cash flow does not take into consideration any repayment of advance payments that could be required upon termination of a license and development services contract if certain key milestones (including financing requirements) are not delivered or met by September 30, 2020. The Company expects to be able to obtain additional funding through one or more possible license agreements, business partnerships or other similar arrangements; or from financing from institutional or strategic investors, from the capital markets, from debt financing, or a combination of the above.  However, the Company cannot guarantee if or when any such transactions will occur or whether they will be on satisfactory terms. Furthermore, the effects of COVID-19 coronavirus pandemic might have a negative impact on the production of the Company's products in affected regions or on the demand for the Company's products by customers whose supply chain or end demand are negatively affected by COVID-19, and as a result could affect the Company’s financial condition. The effects of COVID-19 may also have a prolonged negative

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impact on the capital markets globally which could in turn negatively impact the ability of the Company to raise funds to meet its financial needs in the next twelve months and beyond.

While the Company has taken and will continue to take actions to obtain new funding, the above factors raise substantial doubt about the Company’s ability to continue as a going concern as there is no assurance that the Company will be successful in satisfying its future cash needs.

Since inception, we have financed our operations primarily through proceeds from the issues of our shares, convertible notes and venture debt, which totaled $73.1 million from 2004 to the end of 2010; from the $59.1 million in net proceeds from our initial public offering on the New York Stock Exchange in April 2011 and from $96.4 million in net proceeds from our follow-on public offerings in 2013, 2016, 2017 and 2018.

In June 2014, the Company entered into a factoring agreement with a French financial institution whereby a line of credit was made available equal to 80-90% of the face value of accounts receivable from qualifying customers. The Company transfers to the finance company all invoices issued to qualifying customers and the customers are instructed to settle the invoices directly with the finance company. At December 31, 2019, $4.1 million had been drawn on the line of credit and recorded as a current borrowing.

In October 2014, Bpifrance, the financial agency of the French government, provided funding to the Company in the context of a long-term research project, estimated to be completed over a 3-year period. The total funding was €7.0 million ($9.0 million), a portion in the form of a grant (€3.0 million or $3.8 million) and a portion in the form of a loan (€4.0 million or $5.2 million). The funding was paid in installments after milestones defined in the contract, the last of which was received in 2019.  The advance will be repaid from March 31, 2019 to September 30, 2022 of which €150,000 ($168,000) in principal and interests was paid in 2019, and bears interests at a 1.53% fixed contractual rate.

In April 2015, we completed the sale of a $12 million convertible note to Nokomis Capital, L.L.C. (Nokomis) in a private placement transaction. The convertible note matures in April 2021 (after the amendments signed in October 2017 and September 2018 to extend the term) and bears interest at a rate of 7% per year, paid in kind annually on the anniversary of the issuance of the note. After amendment in September 2018, the note is convertible, at the holder’s option, a conversion rate of 588.2353 of our ordinary shares for each $1,000 principal amount of the note, subject to certain adjustments, which equates to a conversion price of $6.80 per ADS. In addition, we issued warrants to purchase 450,000 ADSs to the holder of this note in connection with the September 2018 amendment with an exercise price of $6.80 per ADS.

In September 2015, the Company received two loans from the financial agency of the French government for a total amount of €2 million ($2.2 million). One loan of €1 million bears interest at 5.24% per year, paid quarterly; the second loan of €1 million is interest-free. The interest-free loan has been revalued using the 5.24% interest rate payable on the other loan. Both loans have seven-year terms with the principal being amortized on a quarterly basis beginning in September 2017.

In January 2016, Bpifrance provided a funding to the Company for a new long-term research project, estimated to be completed over a 27-month period. The total of the funding amounts to €2.1 million ($2,3 million) comprising a portion in the form of a grant (€60.7 million or $0.7 million) and a portion in the form of a forgivable loan (€1.4 million or $1,6 million). The funding was paid in four installments, with the last being received in 2020. The forgivable loan advance will be repaid, except if the project is a commercial failure, from July 1, 2020 to July 1, 2024 and bears interests at a 1.17% fixed contractual rate.

On April 27, 2016, we raised net proceeds of $7.0 million from the sale of convertible notes to Nokomis and another institutional investor in a private placement transaction. The convertible notes mature in April 2021 (after the amendment signed in February 2020 to extend the term by one year) and bear interest at a rate of 7% per year, paid in kind annually on the anniversary of the issuance of the note. Following the 2020 amendment, the notes are convertible, at the holder’s option, into the Company’s ADSs at $4.90 per ADS. On October 30, 2018 and in connection with entering into the bond issuance agreement, the Company retired convertible notes issued on April 27, 2016 and due on April 27, 2020, with a principal amount of $1 million, by paying the principal and accrued interest due as of October 30, 2018 to the other institutional investor noteholder. Nokomis remains the sole holder of the notes issued in 2016.

On September 27, 2018, the Company sold a convertible note in the principal amount of $4.5 million to Nokomis in a private placement transaction. The convertible note has the same terms as the convertible note issued in 2015, after amendments: matures in April 2021, bears interest at a rate of 7% per year, paid in kind annually, and is convertible, at the holder’s option, into the Company’s ADSs at a conversion rate of $6.80 per ADS.

On October 26, 2018, the Company entered into a bond issuance agreement with Harbert European Specialty Lending Company II S.a.r.l (the “Harbert”) whereby Harbert agreed to loan to the Company €12 million ($13.8 million), at a stated rate of interest of 9%, to be repaid monthly over 42 months (the “Bond”). The Bond is secured by various assets of the Company,

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including intellectual property, and is senior to all the convertible notes. Also, on October 26, 2018, the Company issued to Harbert, for a total subscription price of $1.00, warrants to acquire 204,179 ADSs at an exercise price of $5.36 per ADS. Such warrants are exercisable at any time and expire October 26, 2028.

On February 18, 2019, a new strategic investor subscribed for warrants for a total subscription price of approximately $8.4 million in support of accelerating Sequans’ 5G product roadmap. Upon the closing of this transaction, the Company issued to the investor warrants to purchase 2,348,247 ADSs. The warrants are exercisable upon 61 days’ notice to Sequans at an exercise price of €0.02 per share (€0.08 per ADS). The warrants expire 15 years from the issuance date.

On May 7, 2019, the Company entered into a convertible note agreement with Nokomis in the principal amount of $3.0 million. The convertible note matures in April 2021, bears interest at a rate of 7% per year, paid in kind annually on May 7th and is convertible, at the holder’s option, into the company’s ADSs at a conversion rate of $4.84 per ADS.

On August 16, 2019, the Company entered into a convertible note agreement with Nokomis in the principal amount of 5.0 million. The convertible note matures in August 2022, bears interest at a rate of 7% per year, paid in kind annually on August 16th and is convertible, at the holder’s option, into the company’s ADSs at a conversion rate of $4.12 per ADS.

Effective February 11, 2020, the Company amended the terms of the convertible note issued April 27, 2016 to Nokomis, to extend the maturity of the note to April 14, 2021. In addition, the conversion price was reduced from $2.25 to $1.225 per Ordinary Share, or from $9.00 to $4.90 per ADS.

In March 2020, the convertible notes issued in April 2015, April 2016, September 2018, May 2019 and August 2019 were amended to grant the Company three options to extend the term of each note, except for the August 2019 note which has two options to extend. Each option will give the Company the right to extend the term of such note by one year and consequently reset the conversion price to a 20% premium above the 20-day volume weighted average price (VWAP) if it is lower than the existing conversion price. On the first option exercise, the payment-in-kind interest (PIK) will stay at 7% but the holder will be granted a warrant for 10% of the value of the note with a three year term, at an exercise price of 20% premium above 20-day VWAP. On the second option exercise, the PIK will be adjusted to 9.5%, the previous warrants granted on the first option exercise will be extended by one year and the holder will be granted an additional warrant for 15% of the value of the note with a three year term, at an exercise price of 20% premium above 20-day VWAP. On the third option exercise, the PIK will be adjusted to 13.5%, and the holder will be granted an additional warrant for 20% of the value of the note with a three year term, at an exercise price of 20% premium above 20-day VWAP. If at any time, the holder converts a note prior to the date of April 2022, it will receive an extra year’s worth of PIK so as to incentivize early conversion. In consideration for entering into the amendments, the warrants that Nokomis owns that were scheduled to expire April 2021 were extended to April 2024 upon the signing of the note amendments.

Cash Flows

The following table summarizes our cash flows for the periods indicated:

 

		Year ended December 31,
		2017				2018				2019
		(in thousands)
Net cash from (used in) operating activities		$	(28,626	)		$	(22,838	)		$	5,093
Net cash used in investing activities		$	(6,477	)		$	(8,766	)		$	(9,101	)
Net cash from financing activities		$	17,838			$	40,744			$	6,019
Net increase (decrease) in cash and cash equivalents		$	(17,265	)		$	9,140			$	2,011

Cash Flows from Operating Activities

Net cash from operating activities during 2019 was $5.1 million, reflecting a net loss (before income tax) of $37.4 million, increases in contract liabilities of $15.0 million and decreases in trade and other receivables of $6.5 million, in inventories of $1.6 million, in research tax credit receivable of $0.6 million and in trade payables and other liabilities of $0.7 million. These and other smaller working capital adjustments were a net $0.3 million cash from operating activities. In addition, there were several non-cash charges, including depreciation and amortization of $8.4 million, interest expense of $9.6 million and share-based compensation expense of $1.8 million during the period.

Net cash used in operating activities during 2018 was $22.8 million, reflecting a net loss (before income tax) of $37.2 million, increases in inventories of $0.9 million and decreases in trade and other receivables of $4.0 million, in research tax credit receivable of $0.6 million, in trade payables and other liabilities of $3.9 million and in government grant advances and

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contract liabilities of $0.3 million. These and other smaller working capital adjustments were a net $0.1 million use of cash. In addition, there were several non-cash charges, including depreciation and amortization of $6.2 million, non-cash interest expense of $5.4 million and share-based compensation expense of $1.8 million during the period.

Net cash used in operating activities during 2017 was $28.6 million, reflecting a net loss (before income tax) of $25.9 million, increases in trade and other receivables of $7.3 million and in research tax credit receivable of $1.1 million, and decreases in inventories of $1.3 million, in trade payables and other liabilities of $5.9 million, in government grant advances and contract liabilities of $2.5 million. These and other smaller working capital adjustments were a net $15.6 million use of cash. In addition, there were several non-cash charges, including depreciation and amortization of $5.6 million, non-cash interest expense of $4.6 million and share-based compensation expense of $1.6 million during the period.

Cash Used in Investing Activities

Cash used in investing activities during 2019, 2018 and 2017, consisted primarily of purchases of property and equipment and intangible assets of $3.5 million, $5.4 million and $4.2 million, respectively, and of capitalized development expenditures of $5.6 million, $3.8 million and $2.2 million, respectively.

Cash Flows from Financing Activities

Net cash provided by financing activities was $6.0 million in 2019, reflecting $8.3 million in net proceeds from issuing of warrants, $8.0 million from net proceeds from the issuance of convertible debt and $1.1 million proceeds from research project financing, offset by a $6.2 million net repayment on the factoring line of credit, $0.8 million repayment of the venture debt, $0.4 million repayment of government loan, $1.3 million payment of lease liabilities, $0.2 million repayment of research project financing and $2.4 million payment of interest.

Net cash provided by financing activities was $40.7 million in 2018, reflecting $20.8 million in net proceeds from our follow-on public offering in January 2018, $13.6 million in net proceeds from issuance of venture debt, $4.4 million from net proceeds from the issuance of convertible debt, $1.6 million proceeds from research project financing and $2.9 million net proceeds drawn on the factoring line of credit, offset by a $1.2 million repayment of convertible debt and accrued interest, $0.6 million repayment of government loan and $0.8 million payment of interest.

Net cash provided by financing activities was $17.8 million in 2017, reflecting $14.9 million in net proceeds from our follow-on public offering in June 2017, $1.0 million from issue of warrants and exercise of stock options/warrants, and $2.7 million proceeds from research project financing, offset by $0.3 million net repayment on the factoring line of credit and by $0.3 million payment of interest.

Operating and Investing Requirements

We expect our operating expenses to be stable or slightly higher in each quarter of 2020 compared to the average quarterly rate of 2019 as we complete development of our second generation Monarch Cat M/NB chipsets and ramp up development of our new 5G chipset targeting Broadband and Critical IoT applications. We expect that investments in tangible and intangible assets are likely to increase slightly due to the timing and nature of product development activity expected in 2020. In addition, we will incur expense to meet our commitments to our customers under various purchase orders and contracts. The Company will be required to obtain significant additional financing to meet these cash flow needs.

The Company’s internal cash forecast which is built from sales forecasts by products and by customer, assumes a stable operating cost structure, assumes ongoing and new government funding of research programs and assumes new funding activities. The forecasted cash flow does not take into consideration any repayment of advance payments that could be required upon termination of a license and development services contract if certain key milestones (including financing requirements) are not delivered or met. The Company expects to be able to obtain additional funding through one or more possible license agreements, business partnerships or other similar arrangements; or from financing from institutional or strategic investors, from the capital markets, from debt financing, or a combination of the above.  However, the Company cannot guarantee if or when any such transactions will occur or whether they will be on satisfactory terms. Furthermore, the effects of COVID-19 coronavirus pandemic might have a negative impact on the production of the Company's products in affected regions or on the demand for the Company's products by customers whose supply chain or end demand are negatively affected by COVID-19, and as a result could affect the Company’s financial condition. The effects of COVID-19 have also had and may continue to have a prolonged negative impact on the capital markets globally which could in turn negatively impact the ability of the Company to raise funds to meet its financial needs in the next twelve months and beyond. While the Company has taken and will continue to take actions to obtain new funding, the above factors raise substantial doubt about the Company’s ability to continue as a going concern as there is no assurance that the Company will be successful in satisfying its future cash needs.

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If our available cash balances are insufficient to satisfy our liquidity requirements, we may seek to sell additional equity or more convertible debt securities or enter into a credit facility, which may contain restrictive covenants. The sale of equity and convertible debt securities may result in dilution to our shareholders and those securities may have rights senior to those of the ADSs. If we raise additional funds through the issue of convertible debt securities, these securities could contain covenants that would restrict our operations.

Our estimates of the period of time through which our financial resources will be adequate to support our operations and the costs to support research and development and our sales and marketing activities are forward-looking statements and involve risks and uncertainties, and actual results could vary materially and negatively as a result of a number of factors, including the factors discussed in “Item 3.D—Risk Factors”. We have based our estimates on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we currently expect.

Our short and long-term capital requirements will depend on many factors, including the following:

•	our ability to generate cash from operations or to minimize the cash used in operations;

•	our ability to control our costs;

•	the costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights, or participating in litigation-related activities;

•	the impact of the COVID-19 coronavirus on our business; and

•	the acquisition of businesses, products and technologies.

From time to time, we have entered into foreign currency hedging contracts primarily to reduce the impact of variations in the U.S. dollar to euro exchange rate on our operating expenses denominated in euros. (See Note 20.2 for more information on our hedging arrangements.)

C.	Research and Development, Patents and Licenses, etc.

We engage in substantial research and development efforts to develop new products and integrate additional capabilities into our core products. Our research and development team of 199 employees and consultants, at December 31, 2019, includes experienced semiconductor designers, software developers and test engineers. Key areas of expertise include wireless systems architecture, SoC architecture, digital and RF IC design, digital signal processing, embedded real-time and application software design, protocol stack development, hardware and software integration, quality assurance test development and scripting and field testing. Our team has significant experience in the principal wireless domains, including 2G, 3G, 4G LTE, 5G and other wireless communication technologies such as Wi-Fi. Nearly 80% of our employee engineers have more than 10 years of experience in their specific domain, and 93% of our engineers hold masters degrees.

The ability to successfully integrate and mass-produce digital and/or RF functionality in advanced process technology with acceptable yields is a significant industry challenge. Due to the robustness of our silicon design and verification methodologies, we have demonstrated competency in repeatedly achieving production-capable products with the first version of our chip designs, reducing time to market and avoiding costs associated with additional design revisions. Our products in mass production use 65nm and 40nm silicon geometries (RF and baseband) and we are designing with denser process geometries for our future 5G products.

We design our products with careful attention to quality, flexibility, cost-and power-efficiency requirements. Our 4G modem architecture, which has been refined through multiple generations of integrated circuit designs, is designed to optimize hardware and software partitioning to provide more flexibility and better cost without compromising performance. As a result, we achieve equivalent or higher throughput and lower power consumption in a smaller die size than other single-mode 4G chip competitors.

Since February 2009, we have been certified as ISO 9001 compliant, an international standard set by the International Organization for Standardization, or ISO, that sets forth requirements for an organization’s quality management system. We believe this certification gives our customers confidence in our quality control procedures. We also participate in a number of organizations and standards bodies, including the 3rd Generation Partnership Project (3GPP), Open Mobile Alliance (OMA), the PTS Type Certification Review Board (PTCRB) the Global Certification Forum, the GSMA, European Telecommunications Standards Institute (ETSI) and CTIA—The Wireless Association. In addition, we participate in multiple European Union and French collaborative projects for advanced studies focusing on future evolutions of the 4G technology or addressing the longer term 5G technology challenges.

Our research and development expense was $25.2 million for 2017, $27.9 million for 2018 and $23.8 million for 2019.

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D.	Trend Information

Other than these items, or as disclosed elsewhere in this annual report, including in “Item 5. A. Operating Results” and in "Item 3. D. Risk Factors", we are not aware of any trends, uncertainties, demands, commitments or events that are reasonable likely to have a material adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial condition.

E.	Off-Balance Sheet Arrangements

Since our inception, we have not engaged in any off-balance sheet arrangements, including the use of structured finance, special purpose entities or variable interest entities.

F.	Contractual Obligations

The following table summarizes our outstanding contractual obligations, including interest to be paid as applicable at December 31, 2019 and the effect those obligations are expected to have on our liquidity and cash flows in future periods:

 

		Payments due by period
		Total				Less than 1 year				1-3 years				3-5 years				More than 5 years
		(in thousands)
Liabilities:
Research project financing		6,032				739				4,853				440				—
Government loans		1,173				478				695				—				—
Convertible debt		40,779				7,863				32,916								—
Venture debt		14,435				6,042				6,042				2,351
Lease contracts		6,204				1,147				832				2,918				1,307
Trade payables		10,307				9,057				1,000				250				—
Interest-bearing receivables financing		4,068				4,068				—				—				—
Other current liabilities		4,540				4,540				—				—				—
Total		$	87,538			$	33,934			$	46,338			$	5,959			$	1,307
Off-balance sheet commitments:
Engineering team acquired (See note 23)		1,580				150				—				1,430				—
Inventory component and equipment purchase commitments		3,465				3,465				—				—				—
Total		$	5,045			$	3,615			$	—			$	1,430			$	—

Outstanding contractual obligations presented do not include any potential amount that may be required to be repaid under the license and services agreement signed in October 2019 described in note 18 to the Consolidated Financial Statements.

Item 6. Directors, Senior Management and Employees

A.	Directors and Senior Management

Executive Officers and Directors

The following table sets forth information about our executive officers and directors as the date of this annual report.

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Name		Age			Position(s)
Executive Officers
Dr. Georges Karam		58			Chairman of the Board and Chief Executive Officer
Deborah Choate		56			Chief Financial Officer
Bertrand Debray		55			Chief Operating Officer
Didier Dutronc		60			Chief Marketing Officer
Nikhil Taluja		48			Vice President Worldwide Sales
Directors
Wesley Cummins		42			Director
Mailys Ferrere		57			Director
Yves Maitre		57			Director
Richard Nottenburg		66			Director
Hubert de Pesquidoux		54			Director
Dominique Pitteloud		58			Director
Alok Sharma		55			Director
Zvi Slonimsky		70			Director

Executive Officers

Dr. Georges Karam has served as our chairman of the board and chief executive officer since the company was founded in 2003. Before founding Sequans, Dr. Karam was vice president of cable access at Juniper Networks, running the cable engineering and marketing departments and managing the cable sales launch in the Europe, Middle East and Africa region. He joined Juniper Networks when the company acquired Pacific Broadband Communications (PBC), where he was vice president of engineering and general manager for Europe. Dr. Karam has served in a variety of senior management positions at Alcatel, SAGEM and Philips. He is a senior member of IEEE, has authored numerous technical and scientific papers and holds several patents in digital communications. Dr. Karam holds a PhD in signal processing and communication theory from Ecole Nationale Supérieure des Télécommunications, Paris.

Deborah Choate has served as our chief financial officer since July 2007. Prior to joining Sequans, she was chief financial officer at Esmertec AG from September 2005 to June 2007 and at Wavecom SA, from August 1998 to August 2004, and vice president of finance at Platinum Equity from October 2004 to September 2005. Earlier in her career, she was an audit partner with Ernst & Young. Ms. Choate has over 35 years of experience in management, finance and accounting, including over 20 years working with technology companies, in particular communications hardware, software and services. Ms. Choate holds a BS in business administration from the University of California at Berkeley.

Bertrand Debray has served as our chief operating officer since July 2013 and prior to that as vice president, engineering since the company was founded in 2003. Before joining Sequans, Mr. Debray was director of hardware and ASIC development in the cable product division at Juniper Networks. He joined Juniper Networks after the company acquired Pacific Broadband Communications, where he played the same role and was significantly involved in developing the cable product and team. Mr. Debray has held technical and management positions at Alcatel. He has over 20 years’ experience in large project development covering all access technologies, including wireless, satellite and cable. Mr. Debray holds a MSE from Ecole Nationale Supérieure des Télécommunications, Paris.

Didier Dutronc has served as chief marketing officer since March 2016. From January 2014 until March 2016, Mr. Dutronc was a director of Tapcheck Limited and Asia Business Consulting Limited both based in Hong Kong and providing services for companies targeting the IoT market. Previously, Mr. Dutronc served as senior vice president and general manager, M2M Embedded Solutions Business Unit at Sierra Wireless from February 2009 until October 2013. He also worked for Wavecom as general manager Handset BU (until Wavecom was acquired by Sierra Wireless). Earlier, he held positions at Alcatel Optronics USA, Alcatel Optronics France and Texas Instruments. Mr. Dutronc holds a BS in Electrical Engineering from ESME Sudria (France) and a MBA from IAE of Paris.

Nikhil Taluja has served as our vice president of worldwide sales since September 2016. From July 2013 until August 2016, Mr. Taluja was vice president of sales at SK hynix, a leading supplier of DRAM and Flash memory solutions, where he led the sales organization for the Americas.  From March 2012 until July 2013, Mr.Taluja led the Americas’ sales and marketing

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organizations at ST-Ericsson, the former multinational supplier of wireless semiconductor products, including LTE solutions. From November 2007 until March 2012, Mr. Taluja held various other sales and marketing position at ST-Ericsson. Mr. Taluja has more than 20 years of sales, product marketing and business development experience, including having worked for Texas Instruments and TranSwitch, specifically in the areas of wireless and wireline communications and has co-authored three patents in the field of near field communications (NFC). Mr. Taluja holds an M.S. in electrical engineering and a BS in computer engineering and mathematics from Kansas State University.

Directors

Wesley Cummins has served as a director since June 2018. Mr. Cummins is currently the founder and head of 272 Capital, a hedge fund. Mr. Cummins was an analyst with Nokomis Capital, LLC, an investment advisory firm and major shareholder of the Company, from 2013 to February 2020. Previously, Mr Cummins was an analyst for Harvey Partners from March 2011 to September 2012. Prior to that, he was employed by B. Riley & Co., an investment banking firm, where he served in positions of increasing responsibility, beginning first as an equity research analyst in 2002, then a director of research, capital markets director, and finally as president of B. Riley until his departure in 2011. Mr. Cummins is also a board member of Telenav, Inc., a connected car company, and Vishay Precision Group, a measurement solutions company. Mr. Cummins holds a BS in finance and accounting from Washington University (St. Louis).

Mailys Ferrere has served as a director since June 2017. Ms. Ferrere currently leads Bpifrance Large Venture, a late-stage venture capital fund investing in French companies to help them grow into global leaders. Bpifrance Large Venture has invested in over 30 companies in the tech, biotech and greentech spaces, including the Company. Before joining Bpifrance Large Venture in 2013, Ms. Ferrère was an Investment Director at the Fonds Stratégique d’Investissement. Previously, she was an equity capital markets banker at a number of banks, including Natixis. Ms. Ferrere is also a board member of DBV Technologies, Valneva SE, Innate Pharma and Euronext Paris. She is a graduate of Sciences Po (IEP Paris).

Yves Maitre has served as a director since June 2014. Mr. Maitre is currently Chief Executive Officer of HTC Corporation. Until September 2019, Mr. Maitre served as Executive VP for Connected Objects and Partnerships at Orange Corporate where he was responsible for managing Orange’s relationships with global device makers as well as partnering with ecosystem players from chipset upwards to internet companies. Prior to joining Orange, Mr. Maitre spent six years working for the consumer electronics company Thomson. He was President of Key MRO America, a subsidiary of Thomson United States and whilst living in Singapore he worked for Thomson Asia as Director of Manufacturing Supply Chain and Product Management. Before Thomson, Mr. Maitre spent five years as the COO of Quante-Pouyet, a subsidiary of 3M, making connectors for the telecoms business. He is also a board member of Orange China and several midsize / start-up companies. Mr. Maitre is an Engineering graduate in Nuclear Physics from Polytech Grenoble (France).

Richard Nottenburg has served as a director since June 2016. He is currently an Executive Partner at OceanSound Partners LP, a private equity firm, and an investor in various early stage technology companies. Previously, Dr. Nottenburg served as president, chief executive officer, and member of the board of directors of Sonus Networks, Inc. from 2008 through 2010. From 2004 until 2008, Dr. Nottenburg was an officer with Motorola, Inc., ultimately serving as its executive vice president, chief strategy officer and chief technology officer. He served on the boards of Aeroflex Corporation from 2010 until 2014, PMC Sierra, where he was a member of the audit committee, from 2011 until 2016 and Violin Memory where he served as Chairman from 2014 until 2017. Dr. Nottenburg is currently a member of the board of directors of Verint Systems Inc., where he is chairman of the compensation committee. He previously served on the boards of directors of PMC-Sierra Inc., Aeroflex Holding Corp., Anaren, Inc., Comverse Technology, Inc. and Violin Memory, Inc. Dr. Nottenburg has a BSEE in Electrical Engineering from New York University, an MSEE in Electrical Engineering from Colorado State University and a PhD in Electrical Engineering from Ecole Polytechnique Federal Lausanne.

Hubert de Pesquidoux has served as a director since March 2011. Mr. de Pesquidoux is an Executive Partner at Siris Capital, a private equity firm focused on making control investments in data/telecom, technology and technology-enabled business service companies in North America. From 1991 until December 2009, Mr. de Pesquidoux held various positions at the telecommunications company Alcatel-Lucent SA (and its predecessor, Alcatel S.A. and its affiliates), where he most recently served as Chief Financial Officer from November 2007 until December 2008 and as President of the Enterprise business from November 2006 until December 2008. Mr. de Pesquidoux was also previously a member of the Alcatel Executive Committee and held various executive positions including President and Chief Executive Officer of Alcatel North America, Chief Executive Officer of Alcatel Canada (formerly NewbridgeNetworks) and Chief Financial Officer of Alcatel USA. Mr. de Pesquidoux also served as the Chairman of the Board of Tekelec and currently serves as a director and audit committee chair of Criteo S.A., as executive chairman of Premiere Global Services, Inc. and Mavenir Systems, Inc.  Mr. de Pesquidoux holds a Master in Law from University of Nancy II, a Master in Economics and Finance from Institut d’Etudes Politiques de Paris, a DESS in International Affairs from University of Paris Dauphine and was a laureate in the “Concours Général de Droit”.

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Dominique Pitteloud has served as a director since January 2005. Mr. Pitteloud has been a Managing Partner with Ginko Ventures in Geneva since 2015, was a partner with Endeavour Vision from 2007 to 2015, and was a principal at Vision Capital from 2001 to 2007. Mr. Pitteloud is also an advisor to ASSIA, a provider of DSL management solutions. Mr. Pitteloud also serves as a director of number of private companies. Prior to becoming a venture capitalist, Mr. Pitteloud was vice president of marketing at 8×8, a Silicon Valley semiconductor and telecommunication company, which he joined in 1999 as part of the acquisition of Odisei, a VoIP start-up from Sophia Antipolis, France. At Odisei, Mr. Pitteloud led the development of the company’s business and financing activities. Prior to Odisei, Mr. Pitteloud held various engineering and management positions at Logitech, including Vice President of the scanner and video camera business units. Mr. Pitteloud received a BS in electrical engineering and telecommunications from the School of Business and Engineering in Vaud, Switzerland and an MBA from Santa Clara University.

Dr. Alok Sharma has served as a director since January 2011. Dr. Sharma has served as the Chief Executive Officer of Stratus Silver Lining, a private cloud-based software-as-service company, since 2014. From September 2010 to December 2012, Dr. Sharma was the chief executive officer of Accelera Inc., a company focused on building network optimization software for mobile broadband networks. From February 2009 to August 2010, Dr. Sharma was the Senior Vice President, Corporate Development and Alliances, at Aviat Networks (earlier known as Harris-Stratex, Microwave Division of Harris Corporation), where he was responsible for leading corporate strategy, mergers and acquisitions, as well as the development of key strategic relationships for the company. Beginning in June 2004, Dr. Sharma was the founder and chief executive officer of Telsima Corporation, a provider of WiMAX broadband wireless solutions, until it was acquired by Aviat Networks in February 2009. Prior to Telsima, Dr. Sharma was the vice president and general manager of the Worldwide Cable Business at Juniper Networks from December 2001 to May 2003. Before Juniper Networks, Dr. Sharma was the founder and chief executive officer of Pacific Broadband Communications, which was acquired by Juniper Networks in December 2001. Prior to that, Dr. Sharma held senior management and technical positions at Hewlett Packard, Fujitsu/Amdahl, Integrated Device Technology and Siara Systems, a metro routing company acquired by Redback/Ericsson. Dr. Sharma holds a bachelor of engineering from the Indian Institute of Technology, Roorkee, India and a PhD in electrical engineering from the University of Wisconsin-Madison, and holds seven patents.

Zvi Slonimsky has served as a director since November 2006. Since 2005, Mr. Slonimsky has been chairman of the board of several Israeli high tech companies, currently including several private companies as well as Awear, Maradin and Surf, and previously Alvarion, Extricom, Pentalum and Teledata. He served as CEO of Alvarion Ltd. from 2001 to October 2005, following Alvarion’s establishment via merger of BreezeCOM and Floware in August 2001. Prior to the merger, Mr. Slonimsky was CEO of BreezeCom. Before that, he served as president and CEO of MTS Ltd. and was general manager of DSP Group, Israel. Earlier in his career, he held senior positions at several Israeli telecom companies, including C.Mer and Tadiran. Mr. Slonimsky holds a BSEE and a MSEE from the Technion Israel Institute for Technology and an MBA from Tel-Aviv University.

Mr. Karam has agreed to support the designation of a director by Bpifrance to serve on our Board as long as Bpifrance owns at least 5% of our outstanding shares or voting rights.  Ms. Ferrere is Bpifrance’s designated representative.  In addition, the Company entered into a Board Observer Agreement in October 2017 that grants Nokomis the right to have a board observer attend meetings as long as they own at least 10% of the outstanding ADSs, including any ADSs issuable upon convertible notes and warrants but excluding any blocker provision in the notes, and pursuant to which the Company agreed to recommend to shareholders that they appoint a Nokomis representative to the Board in 2018.  Mr. Cummins was elected to the Board pursuant to that agreement.

B.	Compensation

Compensation of Executive Officers and Directors

The aggregate compensation paid and benefits in kind granted by us to our executive officers and directors, including share-based compensation, for the year ended December 31, 2019 was $3.5 million. For the year ended December 31, 2019, we estimate that approximately $18,000 of the amounts set aside or accrued to provide pension, retirement or similar benefits to our employees was attributable to our executive officers.

Our non-employee directors, and directors who are permitted to receive remuneration by their employers, are entitled to the following annual compensation:

 

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Attendance fees	$	20,000
Attendance fees for lead independent director	$	20,000
Attendance fees for board committee chairperson
Audit committee	$	12,000
Compensation committee	$	9,000
Nominating and corporate governance committee	$	5,000
Attendance fees for board committee members
Audit committee	$	6,000
Compensation committee	$	4,500
Nominating and corporate governance committee	$	2,500

In addition, our non-employee directors and directors who are so permitted by their employers, are also entitled to the following equity awards:

Annual award for continuing board members(1)(2)	Warrants to purchase 9,000 ADSs

 

(1)

The annual equity award for continuing board members has an exercise price equal to the fair market value of the ADSs on the date of grant and will fully vest on the earlier of (a) the three year anniversary of the date of grant of the award and (b) the date immediately preceding the date of the annual meeting of our shareholders for the third year following the year of grant for the award, subject to the non-employee director’s continued service to us through the vesting date.

(2)	All such awards will become fully vested upon a change of control.

No cash or warrants were awarded to Ms. Fererre in accordance with the restrictions of her employment agreement with Bpifrance Large Venture.

Employment Agreements with Executive Officers

We have entered into a managing director agreement with Georges Karam, our chairman and chief executive officer. See “Item 7.B—Related Party Transactions—Agreements with Executive Officers and Directors—Employment Agreement”. We have entered into standard employment agreements with each of our other executive officers. There are no arrangements or understanding between us and any of our other executive officers providing for benefits upon termination of their employment, other than as required by applicable law.

Equity Plans

Beginning in 2004, we have issued to our employees and certain consultants stock options, founders' warrants and warrants to purchase our ordinary shares, and restricted share awards. Due to French corporate law and tax considerations, we have issued such equity awards under four types of equity plans, collectively referred to in this discussion as our equity plans. Our equity plans provide for the issue of restricted free shares or stock options to employees pursuant to our Stock Option and Restricted Share Award Plans; warrants to our business partners, including certain consultants and advisors, who have long-term relationships with us and advise us on a regular basis, pursuant to our BSA Subscription Plans; and prior to our initial public offering in the United States in April 2011, founders' warrants to employees in France until the time of our initial public offering, pursuant to our BCE Subscription Plans. Founders' warrants are a specific type of option available to qualifying young companies in France and have a more favorable tax treatment for both the employee and the employer compared to stock options, but otherwise function in the same manner as stock options, in particular in terms of vesting. Following completion of our initial public offering in the Unites States in April 2011, we no longer issue founders' warrants.

Under French law, the creation of each of these equity plans and the issuance of the underlying shares must be approved at the shareholders’ general meeting. The shareholders may delegate to our board of directors the authority to finalize the form of the plans and to grant the securities within a period that cannot exceed 18 months for restricted share awards, founders' warrants and warrants, and 38 months for stock options. The shareholders have nevertheless historically delegated the authority to our board to grant these securities within a period that cannot exceed 12 months. Once approved by the shareholders’ general meeting, these equity plans cannot be extended either in duration or in size. We have therefore implemented new equity plans each year and expect to continue to do so.

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From 2004 through March 20, 2020, our shareholders have approved and authorized the issuance of an aggregate of 21,757,500 shares (5,439,375 ADSs) under our equity plans. At March 20, 2020, there were outstanding stock options, founders' warrants and warrants to purchase a total of 1,431,902 of our ADSs issued under our equity plans at a weighted average exercise price of $11.71, of which 834,550 were held by our directors and executive officers at a weighted average exercise price of $12.74 per ADS. Of these outstanding stock options, founders' warrants and warrants, at March 20, 2020, options and warrants to purchase 1,296,559 ADSs were vested and exercisable, of which 715,196 were held by our directors and executive officers. At March 20, 2020, there were unvested restricted share awards outstanding representing 1,647,021 ADSs, of which 635,888 were held by our directors and executive officers. As of March 20, 2020, 77,686 restricted shares (38,750 held by our directors and executive officers) had vested but were not yet freely transferable under the restrictions of the plans.

The stock options, founders' warrants and warrants granted under each of our equity plans were granted on substantially the same terms. In general, vesting of the stock options and founders' warrants occurs over four years, with 25% vesting after an initial 12 months and the remaining 75% vesting monthly over the remaining 36 months or twelve quarters, or may be immediate when linked to employee performance. Restricted shares also generally vest over four years with either 25% vesting after an initial 12 months or 50% vesting after the initial 24 months, and the remainder vesting over the remaining 12 or 8 quarters, respectively. In 2017 only, we added a restricted share plan with vesting based on company financial performance over two years. In addition, restricted shares cannot be sold during the first 24 months after the grant date. In general, vesting of other warrants may be either on a monthly basis over a two-year or three-year period, or may be immediate, depending on the nature of the service contract with the consultant or adviser. The stock options, founders' warrants and warrants generally expire ten years after the date of grant if not exercised earlier. In general, when a stock option, restricted share or founders warrant holder’s employment service with us, or a warrant holder’s service with us, terminates for any reason, his or her stock options or restricted shares or founders' warrants or warrants, as the case may be, will no longer continue to vest following termination. The holder may exercise any vested stock options or founders' warrants or warrants for a period of 30-90 days. In the event of death, the holder’s heirs or beneficiaries shall have a period of six months to exercise such founders' warrants, stock options or warrants. In the event that a third party acquires a 100% interest in us, an employee holder of stock options, restricted shares and founders' warrants, who is subsequently dismissed has the right to exercise all of his or her options or warrants within 30 days, notwithstanding the current vesting schedule, and all unvested restricted shares shall vest immediately, conditional upon such dismissal being at least one year from grant date and subject to the same requirement to hold the restricted shares until two years from the grant date. In the event of a change of control, as defined in the warrant equity plans subject to vesting, warrants that are not yet exercisable will become exercisable for 30 days following the effective date of the change of control.

Since our public listing in April 2011, the exercise price of the stock options or warrants is set at the fair market value of the shares on the date of grant as determined by our board of directors, typically the closing price of the ADSs on the grant date. Prior to the public listing, the exercise price of the stock options, founders' warrants and warrants was equal to the estimated fair value of the shares on the date of grant, based on our valuation, as negotiated with new investors, at the time of the last round of financing prior to the grant or based upon independent valuation analyses.

In the event of certain changes in our share capital structure, such as a consolidation or share split or dividend, appropriate adjustments will be made to the numbers of shares and exercise prices under outstanding stock options, founders' warrants and warrants.

The following table provides information regarding the options to purchase our ordinary shares and restricted shares held by each of our directors and officers who beneficially own greater than one percent of our ordinary shares or ADS or have options to purchase more than one percent of our ordinary shares or ADS as of March 20, 2020:

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		Restricted Shares (1)						Options
Name (Title)		Number Unvested		Number Vested, Trading Restricted		Grant Date Fair Value		Number		Exercise Price		Expiration Date
Dr. Georges Karam, Chairman and Chief Executive Officer		56,254		—		$1.73		500,000		€6.26 ($6.89)		Mar. 8, 2021
		56,253		—		$3.67		50,000		$2.04		Dec. 13, 2022
		175,003		—		$1.73		150,000		$1.90		Dec. 12, 2023
		343,750		156,250		$0.95		170,000		$1.58		July 22, 2024
		800,000				$0.73		130,000		$1.25		Dec. 11, 2024
								98,000		$1.94		Apr. 21, 2025
								170,000		$1.55		July 20, 2025
								100,000		$1.97		Dec. 14, 2025
Bertrand Debray, Chief Operating Officer		5,361		—		$1.73		150,000		€6.26 ($6.89)		Mar. 8, 2021
		13,131		—		$1.78		24,000		$2.04		Dec. 13, 2022
		55,000		5,000		$0.95		24,000		$1.90		Dec. 12, 2023
		8,500				$1.15		50,000		$1.58		July 22, 2024
		240,000				$0.73		28,000		$1.25		Dec. 11, 2024
								50,000		$1.55		July 20, 2025
								24,000		$1.97		Dec. 14, 2025

(1) The restricted shares also vest over four years with 25% vesting after an initial 12 months and the remainder vesting over the remaining 36 months. The restricted shares cannot be sold during the first 24 months after the grant date.

All ADS and per ADS amounts reflect the current ADS to ordinary share ratio of one ADS representing four ordinary shares.

C.	Board Practices

In accordance with French law governing a société anonyme, our business is overseen by our board of directors and by our chairman. The board of directors has appointed Dr. Karam as our chairman, who also serves as our chief executive officer. Subject to the prior authorization of the board of directors for certain decisions as required under French law, the chief executive officer has full authority to manage our affairs.

Our board of directors is responsible for, among other things, presenting our accounts to our shareholders for their approval and convening shareholder meetings. The board of directors also reviews and monitors our economic, financial and technical strategies. The directors are elected by the shareholders at an ordinary general meeting. Under French law, a director may be an individual or a corporation and the board of directors must be composed at all times of a minimum of three members.

Within the limits set out by the corporate purposes (objet social) of our company and the powers expressly granted by law to the shareholders’ general meeting, the board of directors may deliberate upon our operations and make any decisions in accordance with our business. However, a director must abstain from voting on matters in which the director has an interest. The board of directors can only deliberate if at least half of the directors attend the meeting in the manners provided for in our by-laws. Decisions of the board of directors are taken by the majority of the directors present or represented. Under French law, our directors and chief executive officer may not, under any circumstances, borrow money from us or obtain an extension of credit or obtain a surety from us.

Our board of directors currently consists of nine directors, which is the maximum permitted under our by-laws. Pursuant to the terms of senior debt issued to Harbert European Special Lending Company II S.a.r.l. ("Harbert"), the Board approved on October 23, 2018, the nomination of an observer to the Board representing Harbert. Our board of directors has determined that each of Messrs. Cummins, Maitre, Nottenburg, de Pesquidoux, Pitteloud, Sharma and Slonimsky and Ms. Ferrere qualify as independent under the applicable rules and regulations of the SEC and the NYSE.

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Under our by-laws, the sections of the by-laws relating to the number of directors, election and removal of a director from office may be modified only by a resolution adopted by 66 2/3% of our shareholders present or represented. A director’s term expires at the end of the ordinary shareholders’ general meeting convened to vote upon the accounts of the then-preceding fiscal year and is held in the year during which the term of such director comes to an end unless such director’s term expires earlier in the event of a resignation or removal. The following table sets forth the names of the directors of our company, the dates of their initial appointment as directors and the expiration dates of their current term.

Name		Current position		Year of appointment		Term expiration year
Georges Karam		Chairman		2003		2021
Wesley Cummins		Director		2018		2021
Mailys Ferrere		Director		2017		2020
Yves Maitre		Director		2014		2020
Richard Nottenburg		Director		2016		2022
Hubert de Pesquidoux		Director		2011		2020
Dominique Pitteloud		Director		2005		2022
Alok Sharma		Director		2011		2022
Zvi Slonimsky		Director		2006		2021
Mailys Ferrere		Director		2017		2020

Each director is elected for a three-year term by a vote of the majority of the shareholders present or represented. Under French law, a director who is an individual cannot serve on more than five boards of directors or supervisory boards in corporations (société anonyme) registered in France; directorships in companies controlled by us, as defined in article L.233-16 of the French Commercial Code, are not taken into account.

Directors may resign at any time and their position as members of the board of directors may be revoked at any time by a majority vote of the shareholders present or represented at a shareholders’ general meeting, excluding abstentions. The number of directors who are over 70 years old may not exceed one third of the total number of directors and the chairman of our board must not be over 65 years old. A director does not need to be a French national and there is no limitation on the number of terms that a director may serve. In case of removal without cause, directors may be entitled to damages.

Vacancies on our board of directors, including vacancies resulting from there being fewer than the maximum number of directors permitted by our by-laws, provided there are at least three directors remaining, may be filled by a vote of a simple majority of the directors then in office. The appointment must then be ratified by the next shareholders’ general meeting. Directors chosen or appointed to fill a vacancy shall be elected by the board for the remaining duration of the current term of the replaced director. In the event the board would be composed of less than three directors as a result of a vacancy, meetings of the board of directors shall no longer be permitted to be held except to immediately convene a shareholders’ general meeting to elect one or several new directors so there are at least three directors serving on the board of directors, in accordance with French law.

Under French law, employees may be elected to serve as a director. However, such employee-director must perform actual functions separate from his/her role as director in order to retain the benefit of his/her employment agreement. The number of directors who are our employees cannot exceed one third of the directors then in office. No director can enter into an employment agreement with us after his/her election to the board of directors.

French law requires that companies having at least 50 employees for a period of 12 consecutive months have a Comité Sociale et Economique, or Workers’ Council, composed of representatives elected from among the personnel. Our Workers’ Council was formed in 2007. Two of these representatives are entitled to attend all meetings of the board of directors and the shareholders, but they do not have any voting rights.

Directors are required to comply with applicable law and with our by-laws. Our directors may be jointly and severally liable for actions that they take that are contrary to our interests. Directors are jointly and severally liable for collective decisions. However, each director may avoid liability by proving that he or she acted diligently and with caution, in particular by not approving the decision at issue or even by resigning in the event of certain critical situations. In certain critical situations, in order to avoid liability for decisions made by the board, a director must resign from his or her office. Directors may be individually liable for actions fully attributable to them in connection with a specific mission assigned to them by the board of

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directors. As a director, the chairman of the board is liable under the same conditions. The chief executive officer may be liable with respect to third parties if he commits a fault that is severable from his duties and which is only attributable to him.

Directors’ Service Contracts

See “Item 7.B—Related Party Transactions—Agreements with Executive Officers and Directors—Director Compensation and Agreements”. There are no arrangements or understandings between us and any of our non-employee directors providing for benefits upon termination of their employment or service as directors of our company, other than as required by applicable law.

Board Leadership Structure

We believe that the interests of our shareholders are best served by maintaining our Board of Directors’ flexibility in determining the board leadership structure that is best suited to the needs of the Company at any particular time. Our Board Internal Charter provides that where the Chairman is also the Chief Executive Officer, the independent directors will appoint a lead independent director to coordinate their efforts and activities. Yves Maitre currently services as lead independent director. The defined role of the lead independent director is designed to ensure a strong, independent and active Board of Directors. As set forth in the Board Internal Charter, the lead independent director has clearly delineated and comprehensive duties. These duties include:

•	Presiding at all meetings of the board at which the chairman is not present, including executive sessions of the independent directors.

•	Calling meetings of the independent directors.

•	Serving as liaison between the independent directors and the chairman and chief executive officer.

•	Collecting feedback from the board members in order to help the chairman finalize the meeting agendas.

•	Based on feedback from the other board members, recommending to the chairman that a special board of directors meeting be called focused on a specific agenda.

•	If a shareholder requests to talk with an independent director and not to the chairman and/or the chief executive officer, representing the board of directors for such communication in coordination with the chairman.

Board Committees

Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee.

Audit Committee

Our audit committee consists of Hubert de Pesquidoux, Richard Nottenburg and Dominique Pitteloud, with Mr. de Pesquidoux serving as chairperson. Our audit committee oversees our corporate accounting and financial reporting process and internal controls over financial reporting. Our audit committee evaluates the independent registered public accounting firm’s qualifications, independence and performance; recommends to the shareholders with respect to the identity and compensation of the independent registered public accounting firm; approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services; reviews our Consolidated Financial Statements; reviews our critical accounting policies and estimates and internal controls over financial reporting; discusses with management and the independent registered public accounting firm the results of the annual audit and the reviews of our quarterly Consolidated Financial Statements; and reviews the scope and results of internal audits and evaluates the performance of the internal auditor. Our board of directors has determined that each of our audit committee members meets the requirements for independence and financial literacy under the applicable rules and regulations of the SEC and the NYSE. Our board of directors has determined that Mr. de Pesquidoux is an audit committee financial expert as defined under the applicable rules of the SEC and has the requisite financial sophistication under the applicable rules and regulations of the NYSE. The audit committee operates under a written charter that satisfies the applicable rules of the SEC and the NYSE.

Compensation Committee

Our compensation committee consists of Zvi Slonimsky, Richard Nottenburg and Dominique Pitteloud, with Mr. Slonimsky serving as chairperson. Our compensation committee reviews and recommends policies relating to the compensation and benefits of our officers and employees, which includes reviewing and approving corporate goals and objectives relevant to compensation of our chief executive officer and other senior officers, evaluating the performance of these officers in light of those goals and objectives and setting compensation of these officers based on such evaluations. The compensation committee also recommends to the board of directors the issue of stock options and other awards. Our board of

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directors has determined that each member our compensation committee meets the requirements for independence under the applicable rules and regulations of the SEC and the NYSE. The compensation committee operates under a written charter.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Yves Maitre and Zvi Slonimsky, with Mr. Maitre serving as chairperson. The nominating and corporate governance committee is responsible for making recommendations regarding candidates for directorships and the size and composition of our board. In making such recommendations, the nominating and corporate governance committee considers the skills and experience of the directors or nominees in the context of the needs of our board of directors as well as the directors’ or nominees’ diversity of skills and experience in areas that are relevant to our business and activities. In addition, the nominating and corporate governance committee is responsible for overseeing our corporate governance guidelines and reporting and making recommendations concerning governance matters. Our board of directors has determined that each member of our nominating and corporate governance committee meets the requirements for independence under the applicable rules and regulations of the NYSE. The nominating and corporate governance committee operates under a written charter.

D.	Employees

At December 31, 2019, we had 208 full-time employees, of whom 136 were located in France, 19 were in the United Kingdom, 16 were in the United States, 9 were in Singapore, 8 were in Israel, 8 were in China, 5 were in Taiwan, 4 were in Sweden, and there was one employee in each of South Korea, Ukraine and Hong Kong. Management considers labor relations to be good. We also have independent contractors and consultants. At December 31, 2019, we had 30 dedicated engineers from Global Logic in Ukraine for software development and testing, we had 21 dedicated engineers for 5G development in Israel in the process of having their employment contracts transferred to the Company and also had 13 independent contractors in both research and development and sales and marketing in France, Finland, the United Kingdom, the United States and Japan.

At each date shown, we had the following employees, broken out by department and geography:

		At December 31,
		2017			2018			2019
Department:
Research and development		185			176			159
Sales and marketing		26			24			23
General and administration		19			21			19
Operations		8			6			7
Total		238			227			208
Geography:
Europe, Middle East, Africa		188			185			168
Asia		31			24			24
Americas		19			18			16
Total		238			227			208

E.	Share Ownership

For information regarding the share ownership of our directors and executive officers, please refer to “Item 6.B.—Compensation—Equity Plans” and “Item 7.A—Major Shareholders.

Item 7. Major Shareholders and Related Party Transactions

A.	Major Shareholders

The following table sets forth information with respect to the beneficial ownership of our shares as of March 20, 2020:

•	each person, or group of affiliated persons, known by us to own beneficially more than 5% of our outstanding ADSs or ordinary shares;

•	each of our executive officers;

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•	each of our directors; and

•	all of our executive officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting or investment power with respect to those securities, and include shares subject to options that are exercisable within 60 days after the date of this annual report. Such shares are also deemed outstanding for purposes of computing the percentage ownership of the person holding the option, but not the percentage ownership of any other person.

For the purpose of calculating the percentage of shares beneficially owned by any shareholder, this table lists applicable percentage ownership based on 95,784,174 ordinary shares (the equivalent of 23,946,044 ADSs) outstanding as of March 20, 2020.

Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to their shares. To our knowledge, none of our selling shareholders is a broker-dealer or is affiliated with a broker-dealer.

Unless otherwise indicated in the footnotes to the table, the address of each individual listed in the table is c/o Sequans Communications S.A., 15-55 boulevard Charles de Gaulle, 92700 Colombes, France.

		Ordinary Shares Beneficially Owned		ADSs Beneficially Owned
		Number		Number			Percent
5% Shareholders
Bpifrance Participations(1)		12,085,560		3,021,390			12.6	%
Nokomis Capital, L.L.C.(2)		9,721,413		2,430,353			10.2	%
AWM Investment Co. Inc.(3)		9,596,004		2,399,001			10.0	%
Divisar Capital Management LLC(4)		7,715,808		1,928,952			8.1	%
North Sound Trading, LP (5)		6,400,000		1,600,000			6.7	%
Dr. Georges Karam(6)		4,796,026		1,199,007			4.9	%
Executive Officers and Directors
Dr. Georges Karam(6)		4,796,026		1,199,007			4.9	%
Deborah Choate(7)		410,500		102,625			*
Wesley Cummins(8)		10,000		2,500			*
Bertrand Debray(9)		1,248,728		312,182			1.3	%
Didier Dutronc(10)		228,266		57,067			*
Mailys Ferrere		-		-			-
Yves Maitre(11)		226,360		56,590			*
Richard Nottenburg(12)		670,007		167,502			*
Hubert de Pesquidoux(13)		149,400		37,350			*
Dominique Pitteloud(14)		203,000		50,750			*
Alok Sharma(15)		137,180		34,295			*
Zvi Slonimsky(16)		187,388		46,847			*
Nikhil Taluja(17)		238,019		59,505			*
All executive officers and directors as a group (13 persons)(18)		8,504,874		2,126,219			8.6	%

 * Represents beneficial ownership of less than 1%.

(1)

Based on a Schedule 13D/A filed with the SEC on January 18, 2018 and information provided to the Company. Includes 12,085,560 shares (the equivalent of 3,021,390 ADSs) held by Bpifrance Participations S.A., or Bpifrance. Bpifrance is the wholly owned subsidiary of Bpifrance S.A. (formerly BPI-Groupe) (bpifrance), or BPI. Caisse des Dépôts ( formerly Caisse des Dépôts et Consignations), or CDC, and EPIC Bpifrance (formerly   EPIC BPI-Groupe), or EPIC, each hold 50% of the share capital of BPI and jointly control BPI. None of BPI, CDC, or EPIC holds any shares directly. BPI may be deemed to be the beneficial owner of 12,085,560 shares, indirectly through its sole ownership of Bpifrance. CDC and

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EPIC may be deemed to be the beneficial owner of 12,085,560 shares, indirectly through their joint ownership and control of BPI. The principal address for Bpifrance, BPI, and EPIC is 6-8 Boulevard Haussmann, 75009 Paris, France.

(2)

Based on a Schedule 13D/A filed with the SEC on November 25, 2019. Nokomis Capital, L.L.C., a Texas limited liability company (“Nokomis Capital”), serves as the investment adviser to the accounts of certain private funds (collectively, the “Nokomis Accounts”) and may direct the vote and dispose of the 9,721,413 ordinary shares (the equivalent of 2,430,353 ADSs) held by the Nokomis Accounts or which the Nokomis Accounts have a right to acquire. As the principal of Nokomis Capital, Mr. Brett Hendrickson, the principal of Nokomis Capital, may direct the vote and disposition of the 9,721,413 ordinary shares (the equivalent of 2,430,353 ADSs) held by the Nokomis Accounts or which the Nokomis Accounts have a right to acquire from the conversion of convertible notes issued by the Company. The Nokomis Accounts hold an aggregate par value of $35,894,810.12 of the convertible notes, which contain a blocker provision that prohibits the conversion such that holdings would exceed 9.99% beneficial ownership of the number of outstanding ordinary shares of the Company at any time. The address of Nokomis Capital is 2305 Cedar Springs Rd., Suite 420, Dallas, TX 75201.

(3)

Based on a Schedule 13G/A filed with the SEC on February 12, 2020. Includes 9,721,413 ordinary shares (represented by 2,399,001 ADSs) held by AWM Investment Company, Inc., a Delaware corporation (“AWM”), that is the investment adviser to Special Situations Cayman Fund, L.P., a Cayman Island limited partnership ("CAYMAN"), Special Situations Fund III QP, L.P., a Delaware limited partnership ("SSFQP") Special Situations Private Equity Fund, L.P., a Delaware limited partnership ("SSPE"), Special Situations Technology Fund, L.P., a Delaware limited partnership ("TECH") and Special Situations Technology Fund II, L.P., a Delaware limited partnership ("TECH II"), (CAYMAN, SSFQP, SSPE, TECH and TECH II, will hereafter be referred to as the “Funds”). As the investment adviser to the Funds, AWM holds sole voting and investment power over 909,780 ordinary shares (227, 445 ADSs) held by CAYMAN, 2,682,508 ordinary shares (670,627 ADSs) held by SSFQP, 953,536 ordinary shares (238,384 ADSs) held by SSPE, 746,544 ordinary shares held (186,636 ADSs) by TECH and 4,303,636 ordinary shares (1,075,909 ADSs) held by TECH II. Austin W. Marxe ("Marxe"), David M. Greenhouse ("Greenhouse") and Adam C. Stettner ("Stettner") are members of: SSCayman, L.L.C., a Delaware limited liability company ("SSCAY"), the general partner of CAYMAN; MGP Advisers Limited Partnership, a Delaware limited partnership ("MGP"), the general partner of SSFQP; MG Advisers, L.L.C., a New York limited liability company ("MG"), the general partner of SSPE; and SST Advisers, L.L.C., a Delaware limited liability company ("SSTA"), the general partner of TECH and TECH II. Marxe, Greenhouse and Stettner are also controlling principals of AWM. The principal business address for AWM is c/o Special Situations Funds, 527 Madison Avenue, Suite 2600, New York, NY 10022.

(4)

Based on a Schedule 13G/A filed with the SEC on February 14, 2020. Includes 1,767,858 ADSs (representing 7,071,432 ordinary shares) beneficially owned by Divisar Partners QP, LP. Divisar Capital Management LLC is an investment advisor that is registered under the Investment Advisors Act of 1940. Divisar Capital Management LLC, which serves as the general partner and investment manager to each of Divisar Partners QP, L.P. and Divisar Partners, L.P., (collectively "the Funds"), may be deemed to be the beneficial owner of all shares held by the Funds. Mr. Steven Baughman, as Managing Member of Divisar Capital Management LLC, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owner of all shares held by the Funds. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, each of the Funds expressly disclaims beneficial ownership over any of the securities reported in this statement, and the filing of this statement shall not be construed as an admission that either of the Funds are the beneficial owner of any of the securities reported herein.

(5)

Based on a Schedule 13D filed with the SEC on March 19, 2020. North Sound Trading, LP, a Delaware limited partnership (“NS Trading”), North Sound Management, Inc., a Delaware corporation ("NS Manager") and Brian Miller, a United States citizen ("Mr. Miller" and, together with NS Trading and NS Manager, the "Reporting Persons"). Mr. Miller is the sole shareholder of NS Manager, the general partner of NS Trading. NS Trading was formed in order to engage in the acquiring, holding and disposing of investments in various companies. NS Manager was formed to act as the general partner of NS Trading, to make investments through NS Trading and to fulfill such other purposes as may be determined by NS Manager and Mr. Miller from time to time. Mr. Miller is the sole shareholder of NS Manager. Accordingly, pursuant to the regulations promulgated under Section 13(d) of the Securities Exchange Act of 1934, NS Manager and Mr. Miller each may be deemed to be a beneficial owner of the ADSs held by NS Trading. The principal business address for each of the Reporting Persons is c/o North Sound Management, Inc., 115 East Putnam Avenue, Greenwich, CT 06830.

(6)	Includes 1,399,244 ordinary shares subject to options that are exercisable and restricted shares that vest within 60 days of March 20, 2020.

(7)	Includes 307,700 ordinary shares subject to options that are exercisable and restricted shares that vest within 60 days of March 20, 2020.

(8)	Includes 10,000 ordinary shares subject to warrants that are exercisable within 60 days of March 20, 2020.

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(9)	Includes 91,200 ordinary shares held by Mr. Debray as custodian for his sons. Includes 358,500 ordinary shares subject to options that are exercisable and restricted shares that vest within 60 days of March 20, 2020.

(10)	Includes 91,000ordinary shares subject to options that are exercisable and restricted shares that vest within 60 days of March 20, 2020.

(11)	Includes 85,000 ordinary shares subject to warrants that are exercisable within 60 days of March 20, 2020.

(12)	Includes 70,000 ordinary shares subject to warrants that are exercisable within 60 days of March 20, 2020.

(13)	Includes 107,000 ordinary shares subject to warrants that are exercisable within 60 days of March 20, 2020.

(14)	Includes 107,000 ordinary shares subject to warrants that are exercisable within 60 days of March 20, 2020.

(15)	Includes 107,000 ordinary shares subject to warrants that are exercisable within 60 days of March 20, 2020.

(16)	Includes 107,000 ordinary shares subject to warrants that are exercisable within 60 days of March 20, 2020.

(17)	Includes 170,832 ordinary shares subject to options that are exercisable and restricted shares that vest within 60 days of March 20, 2020.

(18)	Includes 2,920,276 ordinary shares subject to options and warrants that are exercisable and restricted shares that vest within 60 days of March 20, 2020.

None of our principal shareholders have voting rights different than our other shareholders.

At March 20, 2020, there were 23,893,242 of our ADSs outstanding, representing 95,572,966 our ordinary shares or 99.7% of our 95,784,174 total outstanding ordinary shares. At such date, there were 248 holders of record registered with the Bank of New York Mellon, depositary of our ADSs.

 

B.	Related Party Transactions

Since January 1, 2018, we have engaged in the following transactions with our directors and executive officers, holders of more than 5% of our voting securities and affiliates of our directors, executive officers and 5% shareholders.

Under French law, agreements entered into directly or indirectly between us and either one of our officers or one of our shareholders owning more than 10% of our shares, or any company controlling one of our shareholders owning more than 10% of our shares, are subject to the prior approval of the board of directors and must be ratified by our ordinary shareholders’ general meetings on the basis of a specific report issued by our statutory auditors on such agreements. Our managing director agreement with Georges Karam described below has been submitted to the prior approval of the board of directors and have been or will be submitted to our shareholders at each annual shareholders’ general meeting.

Agreements with Major Shareholders

Bpifrance

In October 2014, Bpifrance, the financial agency of the French government, provided funding to the Company in the context of a long-term research project, estimated to be completed over a 3-year period. In December 2016, Bpifrance and the Company signed an amendment to extend the period from three to four years. The total funding remains unchanged and amounts to €6,967,000 ($8,988,000) comprising a portion in the form of a grant (€2,957,000 or $3,815,000) and a portion in the form of a forgivable loan (€4,010,000 or $5,173,000). The funding was paid in three installments, the last of which was received in 2019. The forgivable loan advance will be repaid, except if the project is a commercial failure, from March 31, 2019 to September 30, 2022 of which €150,000 ($168,000) in principal and interests was paid in 2019, and bears interest at a 1.53% fixed contractual rate. In the event of commercial success, defined as sales of the product developed under this program in excess of €350 million ($393 million) during a period of three years, then the Company shall pay for three consecutive years after the date of the termination of the reimbursement a bonus to Bpifrance of 1% of annual revenues generated by products issued from the project.

In September 2015, the Company received two loans from the financial agency of the French government for a total amount of €2 million ($2.2 million). One loan of €1 million bears interest at 5.24% per year, paid quarterly; the second loan of €1 million is interest-free. The interest-free loan has been revalued using the 5.24% interest rate payable on the other loan. Both loans have seven-year terms with the principal being amortized on a quarterly basis beginning in September 2017.

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In January 2016, Bpifrance provided funding to the Company for a new long-term research project, estimated to be completed in early 2020. The total of the funding amounts to €2,095,000 ($2,288,000) comprising a portion in the form of a grant (€668,000 or $729,000) and a portion in the form of a forgivable loan (€1,427,000 or 1,558,000). The funding was paid in four installments, with the last payment received in February 2020. The forgivable loan advance will be repaid, except if the project is a commercial failure, from July 1, 2020 to July 1, 2024 and bears interests at a 1.17% fixed contractual rate. In the event of commercial success, defined as sales of the product developed under this program in excess of €3 million ($3.3 million), then the Company shall pay for 4 consecutive years after the date of the termination of the refund 13% of the revenues generated by the sales of the products or services (up to a maximum of €600,000, or $674,000, over a period of 10 years).

On January 18, 2018, Bpifrance Participations purchased 781,250 ADSs, each ADS representing four ordinary shares, at a price of $6.40 per ADS in connection with our public offering in which we issued a total of 14,375,000 ordinary shares.

Nokomis Capital, L.L.C.

In April 2015, we completed the sale of a $12 million convertible note to an affiliate of Nokomis Capital, L.L.C. in a private placement transaction. The convertible note is an unsecured obligation of the Company, was to mature in April 2018 and bears interest at a rate of 7% per year, paid in kind annually on the anniversary of the issuance of the note. The note is convertible, at the holder’s option, into the company’s ADSs at a conversion rate of $1.85 per share ($7.40 per ADS). On April 27, 2016, we completed the sale of a $6.0 million convertible note to an affiliate of Nokomis Capital, L.L.C. in a private placement transaction. The convertible note is an unsecured obligation of the Company, was to mature in April 2019 and bear interest at a rate of 7% per year, paid in kind annually on the anniversary of the issuance of the notes. The notes are convertible, at the holder’s option, into the Company’s ADSs at a conversion price of $2.7126 per share ($10.85 per ADS). In 2017, we amended the terms of both notes to extend the maturity dates each by one year and to change the conversion price of the notes issued in 2016 from $10.85 per ADS to $9.00 per ADS. As part of the agreement, a representative of Nokomis Capital, L.L.C. became a board observer in November 2017 and became a board member after approval of shareholders at the June 2018 annual meeting.

On January 18, 2018, Nokomis Capital, L.L.C. purchased 781,250 ADSs, each ADS representing four ordinary shares, at a price of $6.40 per ADS in connection with our public offering in which we issued a total of 3,593,750 ADSs.

On September 27, 2018, the Company amended the terms of the convertible note issued to Nokomis Capital, L.L.C. in 2015 to extend by two years the maturity of the note to April 14, 2021. In addition, the conversion price was reduced from $7.40 per ADS to $6.80 per ADS. Lastly, Nokomis Capital, L.L.C. agreed to subordinate this note to new debt then in negotiation by the Company. Also, on September 27, 2018, the Company amended the terms of the convertible note issued to Nokomis Capital, L.L.C. in 2016 to subordinate the note to the new debt then in negotiation by the Company.

On September 27, 2018, the Company issued and sold a convertible note in the principal amount of $4.5 million to Nokomis Capital, L.L.C. This note shall be convertible into the Company’s ADSs at a conversion price of $6.80 per ADS and otherwise has the same terms as the convertible note issued in April 2015, as amended. It is an unsecured obligation of the Company, will mature on April 14, 2021 and is not redeemable prior to maturity at the option of the Company.

Also, on September 27, 2018, the Company issued to Nokomis Capital, L.L.C., for a total subscription price of $1.00, warrants to acquire 450,000 ADSs at an exercise price of $6.80 per ADS. Such warrants are exercisable at any time and expire April 14, 2024 (after the amendments signed in March 2020).

On October 26, 2018, the Company further amended the convertible notes with Nokomis Capital, L.L.C. issued in 2015, 2016 and 2018 to clarify the terms of the subordination of these convertible notes to the Company’s new bondholder.

On May 7, 2019, the Company entered into a convertible note agreement with Nokomis Capital, L.L.C. in the principal amount of $3.0 million. The convertible note matures in April 2021 and is convertible, at the holder’s option, into the company’s ADSs at a conversion price of $4.84 per ADS.

On August 16, 2019, the Company entered into a convertible note agreement with Nokomis Capital, L.L.C. in the principal amount of 5.0 million. The convertible note matures in August 2022 and is convertible, at the holder’s option, into the company’s ADSs at a conversion price of $4.12 per ADS.

On February 11, 2020, the Company further amended the convertible notes issued in 2016 to extend the due date from April 2020 to April 2021, and to reduce the conversion price from $9.00 per ADS to $4.90 per ADS.

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In March 2020, the convertible notes issued in April 2015, April 2016, September 2018, May 2019 and August 2019 were amended to allow the Company, at its option, to in the future extend the term of each note separately and in certain circumstances change the conversion price to provide the noteholder with additional payment of interest upon early conversion of the note. In consideration for the agreement to amend the convertible notes, the warrants issued to Nokomis Capital, L.L.C. on September 27, 2018 were amended to extend the term of the warrants to April 14, 2024.

Agreements with Executive Officers and Directors

Employment Agreement

We have entered into a managing director agreement with Georges Karam, our chairman and chief executive officer, which contains provisions regarding salary, severance payment and benefits. If Dr. Karam is terminated without cause, he is entitled to a lump sum severance payment equal to eighteen months of his gross annual base remuneration and 150% of bonus, plus vesting of the ordinary shares that would have been vested during the twelve months following the end of his term. In case the dismissal would occur during the three months before or the twelve months following a change of control, he would be entitled to all the unvested share awards at the date of dismissal. In accordance with French law, our chief executive officer (“directeur général” or “managing director”) cannot be an employee in connection with the performance of his duties in such capacity. The managing director agreement entered into with Dr. Karam does not constitute and does not contain the compulsory provisions under French law to be construed as, an employment agreement. Therefore, Dr. Karam does not benefit from the status of employee nor from any benefit that French laws and regulations grant to employees. The managing director agreement only sets forth the terms and conditions, including compensation, under which Dr. Karam performs his duties as chief executive officer.

Director Compensation and Agreements

The non-employee members of our board of directors and directors who are permitted to receive remuneration by their employers, receive compensation based on our director compensation policy. A description of the cash compensation and equity awards that non-employee members of our board of directors will be entitled to receive is described under “Item 6. B—Compensation—Compensation of Executive Officers and Directors”.

Stock Options, Founders' Warrants and Warrants

Since our inception, we have granted restricted shares, stock options, founders' warrants and warrants to purchase our shares to certain of our executive officers and to our non-employee directors and directors who are permitted by their employers to receive warrants. For more information about our option and warrant plans see “Item 6. B—Compensation—Equity Plans”.

C.	Interests of Experts and Counsel

Not applicable.

Item 8. Financial Information

A.	Consolidated Statements and Other Financial Information

Consolidated Financial Statements

We have appended our consolidated financial statements at the end of this annual report, starting at page F-1, as part of this annual report.

Legal Proceedings

In August 2017, two securities class action lawsuits were filed, which were consolidated into a single lawsuit in September 2017, alleging violations of the U.S. federal securities laws by us, our President and CEO, and our Chief Financial Officer. The plaintiffs asserted claims primarily based on purported misrepresentations regarding Sequans’ revenue recognition policy in its Annual Reports on Form 20-F for the fiscal years ended 2015 and 2016. In particular, plaintiffs claim that an August 1, 2017 press release, in which we disclosed a $740,000 reduction in previously-recognized revenue, indicated that

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representations in earlier public disclosures regarding revenue were false or misleading. An amended complaint was filed in April 2018, and the Company and the individual defendants subsequently filed a motion to dismiss. On September 30, 2019, the Court issued a decision dismissing the claims against our CFO, but permitting the claims against the Company and our CEO to proceed. Following a second mediation session in the latter half of March 2020, the parties reached a tentative settlement on March 25, 2020 subject to formal documentation and court approval. If the settlement is not approved, we intend to vigorously defend against this lawsuit. In any case we currently do not expect that the costs of the ultimate resolution will exceed our insurance coverage. However, an unfavorable outcome in any lawsuit or proceeding could have an adverse impact on our business, financial condition and results of operations.

We are not a party to any other material legal proceedings.

Dividend Policy

We have never declared or paid any cash dividends on our ordinary shares. We do not anticipate paying any cash dividends on our ordinary shares in the foreseeable future and intend to retain all available funds and any future earnings for use in the operation and expansion of our business.

Subject to the requirements of French law and our by-laws, dividends may only be distributed from our statutory retained earnings. See “Item 10. B—Memorandum and Articles of Association” for further details on the limitations on our ability to declare and pay dividends. Dividend distributions, if any, will be made in euros and converted into U.S. dollars with respect to the ADSs, as provided in the deposit agreement.

B.	Significant Changes

No significant changes have occurred since December 31, 2019, except as otherwise disclosed in this annual report.

Item 9. The Offer and Listing

A.	Listing Details

Our ADSs have been listed on the New York Stock Exchange under the symbol “SQNS” since April 15, 2011. Prior to that date, there was no public trading market for ADSs or our ordinary shares.

  

B.	Plan of Distribution

Not applicable.

 

C.	Markets

Our ADS have been listed on the New York Stock Exchange under the symbol “SQNS” since April 15, 2011.

 

D.	Selling Shareholders

Not applicable.

 

E.	Dilution

Not applicable.

 

F.	Expenses of the Issue

Not applicable.

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Item 10. Additional Information

A.	Share Capital

Not applicable.

B.	Memorandum and Articles of Association

The information set forth in our Registration Statement on Form F-3 (File No. 333-221919), filed with the SEC on December 6, 2017, under the heading “Description of Share Capital” is incorporated herein by reference.

C.	Material Contracts

With the exception of the material agreements described in “Item 7.B Related Party Transactions—Agreements with Major Shareholders”, all contracts concluded by the Company during the two years preceding the date of this annual report were entered into in the ordinary course of business.

D.	Exchange Controls

Under current French foreign exchange control regulations there are no limitations on the amount of cash payments that we may remit to residents of foreign countries. Laws and regulations concerning foreign exchange controls do, however, require that all payments or transfers of funds made by a French resident to a non-resident be handled by an accredited intermediary. All registered banks and substantially all credit institutions in France are accredited intermediaries.

E.	Taxation

Material United States Federal Income Tax Consequences

The following is a description of the material United States federal income tax consequences of the acquisition, ownership and disposition of the ADSs. This description addresses only the United States federal income tax consequences to holders that are purchasers of the ADSs and hold such ADSs as capital assets (generally property held for investment). This description does not address tax considerations applicable to holders that may be subject to special tax rules, including:

•	financial institutions or insurance companies;

•	real estate investment trusts, regulated investment companies or grantor trusts;

•	dealers or traders in securities or currencies;

•	tax-exempt entities;

•	certain former citizens or former long-term residents of the United States;

•	persons that received the ADSs as compensation for the performance of services;

•	persons that will hold the ADSs as part of a “hedging” or “conversion” transaction or as a position in a “straddle” for United States federal income tax purposes;

•	holders that will hold the ADSs through a partnership or other pass-through entity;

•	U.S. Holders, as defined below, whose “functional currency” is not the United States dollar; or

•	holders that own, directly, indirectly or through attribution, 10.0% or more of the voting power or value of our shares.

Moreover, this description does not address the United States federal estate and gift or alternative minimum tax, or foreign, state or local tax, consequences of the acquisition, ownership and disposition of the ADSs.

This description is based on the United States Internal Revenue Code of 1986, as amended, or the “Code”, existing, proposed and temporary United States Treasury Regulations and judicial and administrative interpretations thereof, in each case as in effect and available on the date hereof. All of the foregoing is subject to change, which change could apply retroactively and could affect the tax consequences described below.

For purposes of this description, a “U.S. Holder” is a beneficial owner of the ADSs that, for United States federal income tax purposes, is:

•	a citizen or resident of the United States;

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•	a corporation or other entity treated as a corporation for United States federal income tax purposes, created or organized in or under the laws of the United States or any state thereof, including the District of Columbia;

•	an estate the income of which is subject to United States federal income taxation regardless of its source; or

•	a trust if such trust has validly elected to be treated as a United States person for United States federal income tax purposes or if (1) a court within the United States is able to exercise primary supervision over its administration and (2) one or more United States persons have the authority to control all of the substantial decisions of such trust.

A “Non-U.S. Holder” is a beneficial owner of the ADSs that is neither a U.S. Holder nor a partnership, or other entity or arrangement treated as a partnership, for United States federal income tax purposes.

If a partnership or any other entity or arrangement treated as a partnership for United States federal income tax purposes holds the ADSs, the tax treatment of a partner in such partnership will depend on the status of the partner and the activities of the partnership. Such a partner or partnership is encouraged to consult its tax advisor as to its tax consequences.

You are encouraged to consult your tax advisor with respect to United States federal, state, local and foreign tax consequences of acquiring, owning and disposing of the ADSs.

For United States federal income tax purposes, you will be treated as the owner of our ordinary shares represented by your ADSs. Exchanges of ordinary shares for ADSs, and ADSs for ordinary shares, will not be subject to United States federal income tax.

Distributions with Respect to ADSs

If you are a U.S. Holder, for United States federal income tax purposes, the gross amount of any distribution made to you with respect to your ADSs (other than certain distributions, if any, of the ADSs distributed pro rata to all our shareholders), before reduction for any French taxes withheld therefrom, will be includible in your income as dividend income to the extent such distribution is paid out of our current or accumulated earnings and profits as determined under United States federal income tax principles. Subject to the discussion below under “Passive Foreign Investment Company Considerations”, non-corporate U.S. Holders may qualify for the lower rates of taxation with respect to dividends on ADSs applicable to long-term capital gains (i.e., gains from the sale of capital assets held for more than one year), provided that certain conditions are met, including certain holding period requirements and the absence of certain risk reduction transactions. However, such dividends will not be eligible for the dividends received deduction generally allowed to corporate U.S. Holders. Subject to the discussion below under “Passive Foreign Investment Company Considerations”, to the extent, if any, that the amount of any distribution by us exceeds our current and accumulated earnings and profits as determined under United States federal income tax principles, such excess amount will be treated first as a tax-free return of your adjusted tax basis in your ADSs and thereafter as capital gain. We do not expect to maintain calculations of our earnings and profits under United States federal income tax principles and, therefore, if you are a U.S. Holder you should expect that the entire amount of any distribution generally will be reported as dividend income to you.

Dividends, if any, paid to U.S. Holders in euros or currency other than the U.S. dollar (“Other Foreign Currency”) will be includible in income in a U.S. dollar amount based on the prevailing spot market exchange rate in effect on the date of actual or constructive receipt, whether or not converted into U.S. dollars at that time. Assuming dividends received in euros (or Other Foreign Currency) are converted into U.S. dollars on the day they are received, the U.S. Holder will not be required to recognize foreign currency gain or loss in respect of the dividend income. If, however, the payment is not converted at that time, a U.S. Holder will have a tax basis in euros (or Other Foreign Currency) equal to the U.S. dollar amount of the dividend included in income, which will be used to measure gain or loss from subsequent changes in exchange rates. Any gain or loss that a U.S. Holder recognizes on a subsequent conversion of euros (or Other Foreign Currency) into U.S. dollars (or on other disposition) will be U.S. source ordinary income or loss. U.S. Holders should consult their own tax advisors regarding the tax consequences to them if the dividends are paid in euros (or Other Foreign Currency).

Subject to certain conditions and limitations, French tax withheld on dividends may be deducted from your taxable income or credited against your United States federal income tax liability. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends, if any, that we distribute will constitute “passive category income”, or, in the case of certain U.S. Holders, “general category income”. A foreign tax credit for foreign taxes imposed on distributions may be denied if you do not satisfy certain minimum holding period requirements or if you engage in certain risk reduction transactions. If you are a U.S. Holder, dividends, if any, paid to you with respect to your ADSs will be treated as foreign source income, which may be relevant in calculating your foreign tax credit limitation. The rules relating to the determination of the foreign tax credit are complex, and you are encouraged to consult your tax advisor to determine whether and to what extent you will be entitled to this credit.

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Subject to the discussion below under “Backup Withholding Tax and Information Reporting Requirements”, if you are a Non-U.S. Holder, you should not be subject to United States federal income or withholding tax on dividends received by you on your ADSs unless such income is effectively connected with your conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base).

Sale, Exchange or Other Disposition of ADSs

Subject to the discussion below under “Passive Foreign Investment Company Considerations”, if you are a U.S. Holder, you will recognize capital gain or loss on the sale, exchange or other disposition of your ADSs equal to the difference between the amount realized on such sale, exchange or other disposition and your adjusted tax basis in your ADSs. If you are a non-corporate U.S. Holder, capital gain from the sale, exchange or other disposition of ADSs will be eligible for the preferential rate of taxation applicable to long-term capital gains if your holding period for such ADSs exceeds one year (i.e., such gain is long-term capital gain). Gain or loss, if any, recognized by a U.S. Holder will be treated as U.S. source gain or loss, as the case may be, for foreign tax credit limitation purposes. The deductibility of capital losses for United States federal income tax purposes is subject to limitations.

Subject to the discussion below under “Backup Withholding Tax and Information Reporting Requirements”, if you are a Non-U.S. Holder, you will not be subject to United States federal income or withholding tax on any gain realized on the sale or exchange of your ADSs unless:

•	such gain is effectively connected with your conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base); or

•	you are an individual and have been present in the United States for 183 days or more in the taxable year of such sale or exchange and certain other conditions are met.

Passive Foreign Investment Company Considerations

A non-U.S. corporation will be classified as a “passive foreign investment company”, or a PFIC, for United States federal income tax purposes for any taxable year in which, after applying certain look-through rules, either

•	at least 75% of its gross income is “passive income”; or

•	at least 50% of the average value of its gross assets is attributable to assets that produce “passive income” or are held for the production of passive income.

Passive income for this purpose includes dividends, interest, royalties, rents, gains from commodities and securities transactions and the excess of gains over losses from the disposition of assets which produce passive income, including amounts derived by reason of the investment of funds raised in offerings of the ADSs. If a non-U.S. corporation owns at least 25% by value of the stock of another corporation, the non-U.S. corporation is treated for purposes of the PFIC tests as owning its proportionate share of the assets of the other corporation and as receiving directly its proportionate share of the other corporation’s income.

Based on the character of our gross income and the average value of our passive assets relative to the gross value of our assets for the taxable year ended December 31, 2019, we do not believe we were a PFIC for 2019. Because PFIC status is determined annually based on our income, assets and activities for the entire taxable year, it is not possible to determine whether we will be characterized as a PFIC for 2020 or any other future year until after the close of that year. While we intend to manage our business so as to avoid PFIC status to the extent consistent with our other business goals, we cannot predict whether our business plans will allow us to avoid PFIC status. In addition, because the market price of the ADSs has fluctuated and is likely to fluctuate in the future and because that market price may affect the determination of whether we are a PFIC, there can be no assurance that we will not be a PFIC for any taxable year.

If we are a PFIC for a given year, and you are a U.S. Holder, then unless you make one of the elections described below, a special tax regime will apply to both (a) any “excess distribution” by us to you for the year (defined as your ratable portion of distributions in the year which are greater than 125% of the average annual distribution received by you in the shorter of the three preceding years or your holding period for the ADSs) and (b) any gain realized on the sale or other disposition (including a pledge) of the ADSs. Under this regime, any excess distribution and realized gain will be treated as ordinary income and will be subject to tax as if (i) the excess distribution or gain had been realized ratably over your holding period, (ii) the amount deemed realized in each year had been subject to tax in each year of that holding period at the highest marginal rate for such year (other than income allocated to the current period or any taxable period before we became a PFIC, which would be subject to tax at the U.S. Holder’s regular ordinary income rate for the current year and would not be subject to the interest charge discussed below), and (iii) the interest charge applicable to underpayments of tax had been imposed on the taxes deemed to

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have been payable in those years. In addition, the tax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for such years, and dividend distributions made to you will not qualify for the lower rates of taxation applicable to long-term capital gains discussed above under “Distributions with Respect to ADSs.”

Certain elections are available to U.S. Holders of shares that may serve to alleviate some of the adverse tax consequences of PFIC status described above. One such election is a qualified electing fund, or a QEF, election, under which you would be required to include in income on a current basis your pro rata share of our ordinary earnings as ordinary income and your pro rata share of our net capital gains as capital gain. However, we do not expect to provide to U.S. Holders the information needed to report income and gain pursuant to a QEF election, and we make no undertaking to provide such information in the event that we are a PFIC.

Under an alternative tax regime, you may also avoid certain adverse tax consequences relating to PFIC status discussed above by making a mark-to-market election with respect to your ADSs, provided that the ADSs are “marketable.” The ADSs will be marketable if they are regularly traded on certain U.S. stock exchanges, including the NYSE, or on certain non-U.S. stock exchanges. For these purposes, the ADSs will be considered regularly traded during any calendar year during which they are traded, other than in negligible quantities, on at least 15 days during each calendar quarter. U.S. Holders should be aware, however, that if we are determined to be a PFIC, the interest charge regime described above could be applied to indirect distributions or gains deemed to be attributable to U.S. Holders in respect of any of our subsidiaries that also may be determined to be a PFIC, and the mark-to-market election would not be effective for such subsidiaries.

If you choose to make a mark-to-market election, you would recognize as ordinary income or loss each year in which we are a PFIC an amount equal to the difference as of the close of the taxable year between the fair market value of your ADSs and your adjusted tax basis in your ADSs. Losses would be allowed only to the extent of net mark-to-market gain previously included by you under the election for prior taxable years. If the mark-to-market election were made, then the PFIC rules described above relating to excess distributions and realized gains would not apply for periods covered by the election. If you do not make a mark-to-market election for the first taxable year in which we are a PFIC during your holding period of the ADSs, you would be subject to interest charges with respect to the inclusion of ordinary income attributable to each taxable year in which we were a PFIC during your holding period before the effective date of such election.

A U.S. Holder who is a direct or “indirect” holder of stock of a PFIC must file United States Internal Revenue Service Form 8621 in respect of such PFIC for a taxable year in the circumstances described in the United States Treasury Regulations. If we are a PFIC for a given taxable year, you are encouraged to consult your tax advisor concerning the availability and consequences of making any of the elections mentioned above, as well as concerning your annual filing requirements.

Medicare Tax

A United States person that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, is subject to a 3.8% tax on net investment income in excess of certain amounts. In the case of an individual, the tax is imposed on the lesser of (1) the United States person’s “net investment income” for the relevant taxable year and (2) the excess of the United States person’s modified adjusted gross income for the taxable year over $250,000 (in the case of a taxpayer filing a joint return or a surviving spouse), $125,000 (in the case of a married taxpayer filing a separate return) or $200,000 (in any other case). In the case of an estate or trust, the tax is imposed on the lesser of (1) the entity’s “undistributed net investment income” for the taxable year and (2) the excess (if any) of the entity’s “adjusted gross income” over the dollar amount at which the highest tax bracket begins for such entity. A holder’s net investment income will include its gross dividend income and its net gains from the disposition of ADSs unless such dividends or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). If you are a United States person that is an individual, estate or trust, you are encouraged to consult your tax advisors regarding the applicability of the Medicare tax to your income and gains in respect of your investment in the ADSs.

Information with Respect to Foreign Financial Assets

Individuals who own “specified foreign financial assets” with an aggregate value in excess of $50,000 are required to file an information report with respect to such assets with their tax returns. “Specified foreign financial assets” include any financial accounts maintained by foreign financial institutions, as well as any of the following, but only if they are not held in accounts maintained by financial institutions: (i) stocks and securities, including ADSs. issued by non-U.S. persons, (ii) financial instruments and contracts held for investment that have non-U.S. issuers or counterparties and (iii) interests in foreign entities. U.S. holders that are individuals are encouraged to consult their tax advisors regarding the application of this reporting requirement as it relates to their ownership of ADSs.

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Backup Withholding Tax and Information Reporting Requirements

United States backup withholding tax and information reporting requirements apply to certain payments to certain non-corporate holders of stock. Information reporting will apply to payments of dividends on, and to proceeds from the sale or redemption of, the ADSs made within the United States, or by a United States payor or United States middleman, to a holder of the ADSs, other than an exempt recipient, including a corporation, a payee that is not a United States person that provides an appropriate certification and certain other persons. A payor will be required to withhold backup withholding tax from any payments of dividends on, or the proceeds from the sale or redemption of, ADSs within the United States, or by a United States payor or United States middleman, to a holder, other than an exempt recipient, if such holder fails to furnish its correct taxpayer identification number or otherwise fails to comply with, or establish an exemption from, such backup withholding tax requirements. Any amounts withheld under the backup withholding rules will be allowed as a refund or credit against the beneficial owner’s United States federal income tax liability, if any, provided that the required information is timely furnished to the IRS.

French Material Tax Consequences

The following is a description of the material French tax consequences of the acquisition, ownership and disposition of the ADSs by a U.S. Holder. This description is based on applicable tax laws, regulations and judicial decisions as of the date of this annual report, and, where applicable, the Convention between the United States of America and France for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital, dated of August 31, 1994, as amended from time to time (the “U.S. Treaty”).

This description is based in part upon the representation of the custodian and the assumption that each obligation in the Depositary Agreement with the depositary relating to your ADRs and any related agreement will be performed in accordance with their terms.

The following is a description of the principal tax effect on U.S. Holders for the purposes of French tax if, all of the following points apply:

•	the U.S. Holder owns, directly, indirectly or constructively, less than 10% of the Company capital and dividend rights;

•	the U.S. Holder is entitled to the benefits of the U.S. Treaty (including under the “limitations on benefits” article of the U.S. Treaty);

•	the U.S. Holder does not hold the ADSs through a permanent establishment or a fixed base in France;

•	the U.S. Holder is not multi-resident;

•	the U.S. Holder does not hold the ADSs through a non-U.S. based pass-through entity; and

•	the U.S. Holder does not receive dividend, capital gains or other payments on the ADSs on an account located in a Non-cooperative State as defined in Article 238-0 A of the French General Tax Code and as mentioned in a list published by the French tax authorities as amended from time to time (on January 1st of each year).

A U.S. Holder to whom all the above requirements apply will be hereafter defined as a Qualifying U.S. Holder.

This description is relevant only to holders of ADSs who are Qualifying U.S. Holders.

For purposes of the U.S. Treaty Qualifying U.S. Holders of ADSs will be treated as the owners of Company’s ordinary shares represented by such ADSs.

Special rules apply to U.S. expatriates, insurance companies, pass-through entities and investors in such entities, tax-exempt organizations, financial institutions, persons subject to the alternative minimum tax and securities broker-dealers, among others. Those special rules are not discussed in this annual report.

Holders of Company ADSs are encouraged to consult their own tax advisors as to the particular tax consequences to them of owning the ADS, including their eligibility for benefits under the U.S. Treaty, the application and effect of state, local, foreign and other tax laws and possible changes in tax laws or in their interpretation.

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Taxation of Dividends

In 2019, dividends paid by a French company to corporate non-French holders were generally subject to a 30% withholding tax. For fiscal years opened as from January 1, 2020, the withholding tax rate is equal to the standard corporate income tax rate (i.e., 28% in 2020, 26.5% in 2021 and 25% as from 2022). Such withholding tax rates can be increased to 75% if the dividend is paid towards Non-cooperative States or territories (as mentioned above) irrespective of the tax residence of the beneficiary of the dividends. Such withholding tax rates may, however, be reduced or eliminated by application of a tax treaty with France.

Since January 1, 2018, dividends paid by a French company to individual non-French holders are generally subject to a 12.8% withholding tax. Such withholding tax rate can be increased to 75% if the dividend is paid towards Non-cooperative States or territories (as mentioned above) irrespective of the tax residence of the beneficiary of the dividends. Such withholding tax rates may, however, be reduced or eliminated by application of a tax treaty with France.

Taxation of Capital Gains

A Qualifying U.S. Holder will not be subject to any French income or withholding tax on any capital gain realized upon the sale or exchange of ADSs of the Company.

Estate and Gift Taxes

Under the Convention Between the United States of America and the French Republic for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Estates, Inheritance and Gifts dated November 24, 1978 (as amended from time to time), if a U.S. Holder transfers his or her shares by gift or by reason of the U.S. Holder’s death, that transfer will not be subject to French gift or inheritance tax unless the U.S. Holder is domiciled in France at the time of making the gift or at the time of his or her death or if the shares are held for use in the conduct of a business or profession through a permanent establishment or a fixed base in France.

Wealth Tax

As of January 1, 2018, the French wealth tax namely the Impôt de Solidarité sur la Fortune (“ISF”) is replaced by the Impôt sur la Fortune Immobilière (“IFI”). The IFI generally applies to real estate assets to the extent that their net value exceeds €1,300,000. Therefore, all other movable assets (tangible assets, shares, life insurance, cash, etc.) are excluded from the tax base, unless their underlying assets (direct or indirect) consist of real estate assets or rights. However, a general exclusion applies to real estate assets owned by companies pursuing a commercial, industrial, craft, agricultural or liberal activity when the taxpayer (together with the members of its tax household) holds directly or indirectly less than 10% of the share capital or the voting rights of the company. As a result, Qualifying U.S. Holders will not be subject to French IFI in respect of their shareholding in the Company.

F.	Dividends and Paying Agents

Not applicable.

G.	Statement by Experts

Not applicable.

H.	Documents on Display

We are currently subject to the informational requirements of the Exchange Act applicable to foreign private issuers and fulfill the obligations of these requirements by filing reports with the Securities and Exchange Commission. As a foreign private issuer, we are exempt from the rules under the Exchange Act relating to the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the Securities and Exchange Commission as frequently or as promptly as United States companies whose securities are registered under the Exchange Act. However, we intend to file with the Securities and Exchange Commission, within 120 days after the end of each subsequent fiscal year, an annual report on Form 20-F containing financial statements which will be examined and reported on, with an opinion expressed, by an independent public accounting firm. We

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also intend to file with the Securities and Exchange Commission reports on Form 6-K containing unaudited financial information for the first three quarters of each fiscal year, within 60 days after the end of each quarter.

The Securities and Exchange Commission maintains an Internet site that contains reports and other information regarding issuers that file electronically with the Securities and Exchange Commission. Our filings with the Securities and Exchange Commission are available to the public through this web site at http://www.sec.gov.

I.	Subsidiary Information

Not applicable.

Item 11. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

We had cash and cash equivalents and short-term investments totaling $2.9 million, $12.1 million and $14.1 million, at December 31, 2017, 2018 and 2019, respectively. Our cash and cash equivalents consist of cash in commercial bank accounts and investments in money market funds. Short-term investments are investments in deposits or money market funds with terms greater than 90 days but less than one year. The primary objectives of our investment activities are to preserve principal and provide liquidity without significantly increasing risk. Our cash and cash equivalents are held for working capital purposes. We do not enter into investments for trading or speculative purposes.

Our exposure to interest rate risk primarily relates to the interest income generated by excess cash invested in money market funds. Due to the short-term and highly liquid nature of our portfolio, a movement in interest rates of 100 basis points during 2019 would not have a material effect on interest income.

Foreign Currency Risk

We use the U.S. dollar as the functional currency of Sequans Communications S.A. Substantially all of our sales are denominated in U.S. dollars. Therefore, we have very limited foreign currency risk associated with our revenue. The payment terms of our significant supply chain vendors are also denominated in U.S. dollars. We incur operating expenses and hold assets and liabilities denominated in currencies other than the U.S. dollar, principally the euro. In addition, we have limited exposure to the British pound sterling, the New Israeli shekel, the Taiwan dollar, the Chinese yuan, the Swedish krona and the Japanese yen. As a result, our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates, primarily the U.S. dollar to euro exchange rate. As we grow our operations, our exposure to foreign currency risk could become more significant. If there had been a 10% increase or decrease in the exchange rate of the U.S. dollar to the euro, based on the weighted average rate of exchange in our financial statements for the year ending December 31, 2019, we estimate the impact, in absolute terms, on operating expenses and on financial liabilities for 2019, would have been $3.8 million.

From time to time, we have entered into foreign currency hedging contracts primarily to reduce the impact of variations in the U.S. dollar to euro exchange rate on our operating expenses denominated in euros. Currently, we do not expect to enter into foreign currency exchange contracts for trading or speculative purposes.

Item 12. Description of Securities Other than Equity Securities

A.	Debt Securities

Not applicable.

B.	Warrants and Rights

Not applicable.

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C.	Other Securities

Not applicable.

D.	American Depositary Shares

The Bank of New York Mellon, as depositary, registers and delivers our ADSs. Each ADS represents one ordinary share (or a right to receive one ordinary share) deposited with the principal Paris office of Société Générale or any successor, as custodian for the depositary. Each ADS will also represent any other securities, cash or other property which may be held by the depositary in respect of the depositary facility. A copy of our Deposit Agreement among us, the depositary, owners and holders of ADSs was filed with the SEC as an exhibit to our Form F-6 filed on March 22, 2011.

Fees and Expenses

Pursuant to the terms of the deposit agreement, we will be paying all fees and expenses relating to the ADSs on behalf of the holders. However, in the future that arrangement may be changed, at our option, such that the holders will be required to pay the following fees:

Persons depositing or withdrawing ordinary shares or ADS holders must pay:		For:
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)		•         Issue of ADSs, including issues resulting from a distribution of ordinary shares or rights or other property   •         Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
$0.05 (or less) per ADS		•         Any cash distribution to ADS holders
A fee equivalent to the fee that would be payable if securities distributed to you had been ordinary shares and the shares had been deposited for issue of ADSs		•         Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADS holders
$0.05 (or less) per ADSs per calendar year		•         Depositary services
Registration or transfer fees		•         Transfer and registration of ordinary shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares
Expenses of the depositary		•         Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement)   •         converting foreign currency to U.S. dollars
Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes		•         As necessary
Any charges incurred by the depositary or its agents for servicing the deposited securities		•         As necessary

The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing ordinary shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for

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making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may generally refuse to provide for-fee services until its fees for those services are paid.

Holders of ADS are responsible for any taxes or other governmental charges payable on the holders’ ADSs or on the deposited securities represented by any of ADSs. The depositary may refuse to register any transfer of the holders’ ADSs or allow the holder to withdraw the deposited securities represented by the holders’ ADSs until such taxes or other charges are paid. It may apply payments owed to the holder or sell deposited securities represented by the holders’ ADSs to pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any property, remaining after it has paid the taxes.

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PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies

None.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

Not applicable.

Item 15. Controls and Procedures

Disclosure Controls and Procedures

Our chief executive officer and chief financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of December 31, 2019, have concluded that, as of such date, as a result of the material weakness related to controls over the accounting and presentation of complex, non-routine and certain other transactions detailed below, our disclosure controls and procedures were not effective at a reasonable level of assurance and accordingly, are not effective in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure and that such information is accurately recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.

Management Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting.

Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS and includes those policies and procedures that:

•	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

•	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

•	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use of disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting, as of December 31, 2019. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013 Framework).

Based on the assessment performed by our management, as of December 31, 2019, we identified a material weakness in our internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness in internal control over financial reporting that our management identified relates to our management’s review controls and other controls over the accounting and presentation of complex, non-routine and certain other transactions that were not adequately designed and operated.

In 2019 we determined that management’s review controls and other controls over the accounting and presentation of certain transactions were not adequately designed and operated. These included certain complex revenue arrangements entered

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into in 2019 and certain revenue transactions including the related variable consideration in certain instances that were not recorded in the proper period for annual or interim financial information purposes. Specifically, our management identified that our controls lacked sufficient specificity, including proper evaluation of all relevant accounting standards for these transactions.

Based on the aforementioned material weakness, our management concluded that the Company’s system of internal control over financial reporting was not effective as of December 31, 2019.

The Company’s independent registered public accounting firm, Ernst & Young Audit, has issued an audit report on the Company’s internal control over financial reporting, which expresses an adverse opinion on the effectiveness of our internal control over financial reporting as of December 31, 2019.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Sequans Communications S.A.:

Opinion on Internal Control Over Financial Reporting

We have audited Sequans Communications S.A.’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of the control criteria, Sequans Communications S.A. (the Company) has not maintained effective internal control over financial reporting as of December 31, 2019, based on the COSO criteria.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management’s assessment: Management has identified a material weakness in controls related to the Company’s accounting for certain complex revenue arrangements entered into in 2019 and certain revenue transactions including the related variable consideration in certain instances that were not recorded in the proper period for annual or interim financial information purposes.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Company as of December 31, 2017, 2018 and 2019, the related consolidated statements of operations, comprehensive income (loss), changes in equity (deficit) and cash flows for each of the three years in the period ended December 31, 2019, and the related notes. This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2019 consolidated financial statements, and this report does not affect our report dated March, 30, 2020, which expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management Annual Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

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Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young Audit

Paris-La Défense, France

March 30, 2020

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the period covered by this annual report that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

Item 16A. Audit Committee Financial Expert

Our Board has determined that Mr. de Pesquidoux is an audit committee financial expert as defined by the Securities and Exchange Commission rules and has the requisite financial sophistication under the applicable rules and regulations of the New York Stock Exchange. Mr. de Pesquidoux is independent as such term is defined in Rule 10A-3(b)(1) under the Exchange Act and under the listing standards of the New York Stock Exchange.

Item 16B. Code of Ethics

We have adopted a Code of Ethics that applies to the Company’s chief executive officer, chief financial officer and other senior financial officers, including the Company’s principal accounting officer. We have posted this code on our corporate website at http://www.sequans.com/investors/corporate-governance/.

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Item 16C. Principal Accountant Fees and Services

Ernst & Young Audit has served as our independent registered public accounting firm for 2018 and 2019. Our accountants billed the following fees to us for professional services in each of those fiscal years:

		2018				2019
		(euros in thousands)
Audit Fees		€	484			€	485
Audit-Related Fees		—				—
Tax Fees		—				—
All Other Fees		—				—
Total		€	484			€	485

“Audit Fees” are the aggregate fees billed for the audit of our annual financial statements. This category also includes services that generally the independent accountant provides, such as consents, provision of comfort letters, and assistance with and review of documents filed with the SEC. “Audit-Related Fees” are the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit and are not reported under Audit Fees. These fees include mainly accounting consultations regarding the accounting treatment of matters that occur in the regular course of business, implications of new accounting pronouncements and other accounting issues that occur from time to time. There were no “Tax Fees” or “Other Fees” billed or paid during 2018 or 2019.

Our audit committee has adopted a pre-approval policy for the engagement of our independent accountant to perform certain audit and non-audit services. Pursuant to this policy, which is designed to assure that such engagements do not impair the independence of our auditors, the audit committee pre-approves annually a catalog of specific audit and non-audit services in the categories of audit service, audit-related service and tax services that may be performed by our independent accountants.

Item 16D. Exemptions from the Listing Standards for Audit Committees

Not applicable.

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Not applicable.

Item 16F. Change in Registrant’s Certifying Accountant

Not applicable.

Item 16G. Corporate Governance

As a foreign private issuer listed on the NYSE, we are subject to NYSE corporate governance listing standards. However, NYSE rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Currently, we rely on the NYSE Listed Company Manual with respect to our corporate governance to the extent possible under French law. The following are the significant ways in which our corporate governance practices differ from those required for U.S. companies listed on the NYSE.

•

Audit Committee—Our audit committee is responsible for organizing for selecting our statutory auditors and making a recommendation to our board of directors regarding their chose and terms of compensation. As required by French law, the actual appointment of the statutory auditors is made by our shareholders at a general meeting of the shareholders. According to the Audit Committee Charter, our audit committee has the authority to engage advisors and determine appropriate funding for payment of compensation to an independent auditor or other advisors necessary or appropriate to aid the committee in carrying out its responsibilities.

•

Executive Sessions/Communications with Independent Directors—French law does not require (and we do not currently provide) for our independent directors to meet regularly without management, nor does it require the independent directors to meet alone in executive session at least once a year. However, if our independent directors decide to do so, they may do so. In addition, French law does not require (and we do not currently provide) a method for interested parties to communication with our independent directors.

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•	Equity Compensation Plans—Under French law, we must obtain shareholder approval at a general meeting of the shareholders in order to adopt an equity compensation plan. Generally, the shareholders then delegate to our board of directors the authority to decide on the specific terms of the granting of equity compensation, within the limits of the shareholders’ authorization.

•	Corporate Governance Guidelines—We have adopted a Board Internal Charter as required by French law that sets forth certain corporate governance practices of our board under French law. This Board Internal Charter does not cover all items required by the NYSE Listed Company Manual for U.S. companies listed on the NYSE.

Item 16H. Mine Safety Disclosure

Not applicable.

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PART III

Item 17. Financial Statements

See pages F-1 through F-53 of this annual report.

Item 18. Financial Statements

Not applicable.

Item 19. Exhibits

Exhibit Number	Description of Exhibit
1.1*	By-laws (statuts) of Sequans Communications S.A. effective December 17, 2019 (English translation)
2.2	Form of Deposit Agreement among Sequans Communications S.A., The Bank of New York Mellon and owners and holders of American Depositary Shares (incorporated by reference to Exhibit 4.2 to Registration No. 333-173001, filed with the SEC on May 2, 2018)
2.3	Form of American Depositary Receipt (included in Exhibit 2.2)
4.1(a)	Stock Option Subscription Plans—2010-1, 2010-2, 2010-1-2, 2011-1, 2011-2 (incorporated by reference to Exhibit 10.1 to Registration No. 333-173001, filed with the SEC on March 22, 2011)
4.1(b)	Stock Option Subscription Plan—2012-1 (incorporated by reference to Exhibit 4.1(b) to Sequans Communications S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2012, filed with the SEC on March 29, 2013)
4.1(c)	Stock Option Subscription Plan—2013-1 (incorporated by reference to Exhibit 4.1(c) to Sequans Communications S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2013, filed with the SEC on March 31, 2014)
4.1(d)	Stock Option Subscription Plan—2014-1 (incorporated by reference to Exhibit 4.1(d) to Sequans Communications S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2014, filed with the SEC on April 21, 2015)
4.1(e)	Stock Option Subscription Plan—2015-1 (incorporated by reference to Exhibit 4.1(e) to Sequans Communications S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2015, filed with the SEC on April 29, 2016)
4.1(f)	Stock Option Subscription Plan—2016-1 (incorporated by reference to Exhibit 99.1 to Registration No. 333-214444, filed with the SEC on November 4, 2016)
4.1(g)	Stock Option Subscription Plan—2017-1 (incorporated by reference to Exhibit 99.1 to Registration No. 333-219430, filed with the SEC on July 24, 2017)
4.1(h)	Stock Option Subscription Plan—2018 (incorporated by reference to Exhibit 99.1 to Registration No. 333-226458, filed with the SEC on July 31, 2018)
4.1(i)	Stock Option Subscription Plan 2019 (incorporated by reference to Exhibit 99.1 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-233473, filed with the SEC on August 27, 2019)
4.2(a)	BSA Subscription Plans—2009-1, 2009-2, 2010-1, 2010-2, 2010-1-2, 2010-2-2, 2011-1, 2011-2 (incorporated by reference to Exhibit 10.2 to Registration No. 333-173001, filed with the SEC on March 22, 2011)
4.2(b)	BSA Subscription Plan—2012-2 (incorporated by reference to Exhibit 4.2(b) to Sequans Communications S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2012, filed with the SEC on March 29, 2013)
4.2(c)	BSA 2013-1 (Warrants) Issuance Agreement (incorporated by reference to Exhibit 4.2(c) to Sequans Communications S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2013, filed with the SEC on March 31, 2014)
4.2(d)	BSA Subscription Plan—2014-1 (incorporated by reference to Exhibit 4.2(d) to Sequans Communications S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2014, filed with the SEC on April 21, 2015)
4.2(e)	BSA (Warrants) Issuance Agreement, dated January 11th, 2011 (incorporated by reference to Exhibit 4.4 to Sequans Communications S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2011, filed with the SEC on March 30, 2012)
4.2(f)	BSA (Warrants) Issuance Agreement, dated March 8th, 2011 (incorporated by reference to Exhibit 4.5 to Sequans Communications S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2011, filed with the SEC on March 30, 2012)

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Exhibit Number	Description of Exhibit
4.2(g)	BSA (Warrants) Issuance Agreement, dated June 26, 2012 (6,000 BSA) (incorporated by reference to Exhibit 4.6 to Sequans Communications S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2012, filed with the SEC on March 29, 2013)
4.2(h)	BSA (Warrants) Issuance Agreement, dated June 26, 2012 (25,000 BSA) (incorporated by reference to Exhibit 4.7 to Sequans Communications S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2012, filed with the SEC on March 29, 2013)
4.2(i)	BSA (Warrants) Issuance Agreement, dated June 25, 2013 (incorporated by reference to Exhibit 4.8 to Sequans Communications S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2013, filed with the SEC on March 31, 2014)
4.2(j)	BSA (Warrants) Issuance Agreement, dated June 26, 2014 (incorporated by reference to Exhibit 4.12 to Sequans Communications S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2014, filed with the SEC on April 21, 2015)
4.2(k)	BSA (Warrants) Issuance Agreement, dated June 29, 2015 (incorporated by reference to Exhibit 4.17 to Sequans Communications S.A.'s Annual Report on Form 20-F for the fiscal year ended December 31, 2015, filed with the SEC on April 29, 2016)
4.2(l)	BSA (Warrants) Subscription Plan 2016-1 (incorporated by reference to Exhibit 99.3 to Registration No. 333-214444, filed with the SEC on November 4, 2016)
4.2(m)	BSA (Warrants) Subscription Plan 2016-2 (incorporated by reference to Exhibit 99.4 to Registration No. 333-214444, filed with the SEC on November 4, 2016)
4.2(n)	BSA (Warrants) Issuance Agreement, dated June 28, 2016 (incorporated by reference to Exhibit 99.5 to Registration No. 333-214444, filed with the SEC on November 4, 2016)
4.2(o)	BSA (Warrants) Subscription Plan 2017-1 (incorporated by reference to Exhibit 99.5 to Registration No. 333-219430)
4.2(p)	BSA (Warrants) Subscription Plan 2017-2 (incorporated by reference to Exhibit 99.6 to Registration No. 333-219430, filed with the SEC on July 24, 2017)
4.2(q)	BSA (Warrants) Issuance Agreement, dated June 30, 2017 (incorporated by reference to Exhibit 99.5 to Registration No. 333-219430, filed with the SEC on July 24, 2017)
4.2(r)	BSA 2018-1 (Warrants) Issuance Agreement (incorporated by reference to Exhibit 99.4 to Registration No. 333-226458, filed with the SEC on July 31, 2018)
4.2(s)	BSA 2018-2 (Warrants) Issuance Agreement (incorporated by reference to Exhibit 99.5 to Registration No. 333-226458, filed with the SEC on July 31, 2018)
4.2(t)	BSA (Warrants) Issuance Agreement, dated June 29, 2018 (incorporated by reference to Exhibit 99.6 to Registration No. 333-226458, filed with the SEC on July 31, 2018)
4.2(u)	BSA 2019-1 (Warrants) Issuance Agreement (incorporated by reference to Exhibit 99.4 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-233473, filed with the SEC on August 27, 2019)
4.2(v)	BSA 2019-2 (Warrants) Issuance Agreement (incorporated by reference to Exhibit 99.5 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-233473, filed with the SEC on August 27, 2019)
4.2(w)	BSA (Warrants) Issuance Agreement, dated July 1, 2019 (incorporated by reference to Exhibit 99.6 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-233473, filed with the SEC on August 27, 2019)
4.3(a)	Restricted Share Award Plan 2016-1 (incorporated by reference to Exhibit 99.2 to Registration No. 333-214444, filed with the SEC on November 4, 2016)
4.3(b)	Restricted Share Award Plan 2016-2 (incorporated by reference to Exhibit 99.1 to Registration No. 333-215911, filed with the SEC on February 2, 2017)
4.3(c)	Restricted Share Award Plan 2017-1 (incorporated by reference to Exhibit 99.2 to Registration No. 333-219430, filed with the SEC on July 24, 2017)
4.3(d)	Restricted Share Award Plan 2017-2 (incorporated by reference to Exhibit 99.3 to Registration No. 333-219430, filed with the SEC on July 24, 2017)
4.3(e)	Restricted Share Award Plan 2017-3 (incorporated by reference to Exhibit 99.4 to Registration No. 333-219430, filed with the SEC on July 24, 2017)
4.3(f)	Restricted Share Award Plan 2018-1 (incorporated by reference to Exhibit 99.2 to Registration No. 333-226458, filed with the SEC on July 31, 2018)

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Exhibit Number	Description of Exhibit
4.3(g)	Restricted Share Award Plan 2018-2 (incorporated by reference to Exhibit 99.3 to Registration No. 333-226458, filed with the SEC on July 31, 2018)
4.3(h)	Restricted Share Award Plan 2018-4 (incorporated by reference to Exhibit 99.7 to Registration No. 333-226458 as amended, filed with the SEC on April 23, 2019)
4.3(i)	Restricted Share Award Plan 2019-1 (incorporated by reference to Exhibit 99.2 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-233473, filed with the SEC on August 27, 2019)
4.3(j)	Restricted Share Award Plan 2019-2 (incorporated by reference to Exhibit 99.3 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-233473, filed with the SEC on August 27, 2019)
4.4(a)	Loan Agreement by and between Bpifrance Financement and Sequans Communications S.A., dated September 14, 2015 (English translation) (incorporated by reference to Exhibit 4.15 to Sequans Communications S.A.'s Annual Report on Form 20-F for the fiscal year ended December 31, 2015, filed with the SEC on April 29, 2016)
4.4(b)	Interest-Free Innovation Loan Agreement by and between Bpifrance Financement and Sequans Communications S.A., dated August 17, 2015 (English translation) (incorporated by reference to Exhibit 4.16 to Sequans Communications S.A.'s Annual Report on Form 20-F for the fiscal year ended December 31, 2015, filed with the SEC on April 29, 2016)
4.5(a)	Convertible Note Agreement by and between Sequans Communications S.A. and Nokomis Capital Master Fund, LP, dated April 14, 2015 (incorporated by reference to Exhibit 4.1 to Sequans Communications S.A.’s Report on Form 6-K filed with the SEC on April 15, 2015)
4.5(b)	Convertible Promissory Note issued by Sequans Communications S.A. to Nokomis Capital Master Fund, LP on April 14, 2015 (incorporated by reference to Exhibit 4.2 to Sequans Communications S.A.’s Report on Form 6-K filed with the SEC on April 15, 2015)
4.5(c)	Convertible Note Agreement by and between Sequans Communications S.A. and the purchasers signatory thereto, dated April 27, 2016 (including the Form of Convertible Promissory Note attached thereto as Exhibit B) (incorporated by reference to Exhibit 4.18 to Sequans Communications S.A.'s Annual Report on Form 20-F for the fiscal year ended December 31, 2015, filed with the SEC on April 29, 2016)
4.5(d)	Amendment No 1 to the Convertible Note Agreement dated April 14, 2015 by and between Sequans Communications S.A. and Nokomis Capital Master Fund, LP dated June 30, 2017 (incorporated by reference to Exhibit 99.2 to the Form 6-K filed with the SEC on August 1, 2017)
4.5(e)	Amendment No 1 to the Convertible Note Agreement dated April 27, 2016 by and between Sequans Communications S.A. and Nokomis Capital Master Fund, LP dated June 30, 2017 (incorporated by reference to Exhibit 99.3 to the Form 6-K filed with the SEC on August 1, 2017)
4.5(f)	Amendment No 1 to the Convertible Note Agreement dated April 27, 2016 by and between Sequans Communications S.A. and Manatuck Hill Scout Fund, LP dated June 30, 2017 (incorporated by reference to Exhibit 99.4 to the Form 6-K filed with the SEC on August 1, 2017)
4.5(g)	Amendment No 2 to the Convertible Note Agreement dated April 14, 2015 by and between Sequans Communications S.A. and Nokomis Capital Master Fund, LP dated October 30, 2017 (incorporated by reference to Exhibit 99.2 to the Form 6-K filed with the SEC on October 31, 2017)
4.5(h)	Amendment No 2 to the Convertible Note Agreement dated April 27, 2016 by and between Sequans Communications S.A. and Nokomis Capital Master Fund, LP dated October 30, 2017 (incorporated by reference to Exhibit 99.3 to the Form 6-K filed with the SEC on October 31, 2017)
4.5(i)	Amendment No 2 to the Convertible Note Agreement dated April 27, 2016 by and between Sequans Communications S.A. and Manatuck Hill Scout Fund, LP dated October 30, 2017 (incorporated by reference to Exhibit 99.4 to the Form 6-K filed with the SEC on October 31, 2017)
4.5(j)	Amendment No 3 to the Convertible Note Agreement dated April 14, 2015 by and between Sequans Communications S.A. and Nokomis Capital Master Fund, LP dated September 27, 2018 (incorporated by reference to Exhibit 4.1 to the Form 6-K filed with the SEC on October 30, 2018)
4.5(k)	Amendment No 3 to the Convertible Note Agreement dated April 27, 2016 by and between Sequans Communications S.A. and Nokomis Capital Master Fund, LP dated September 27, 2018 (incorporated by reference to Exhibit 4.2 to the Form 6-K filed with the SEC on October 30, 2018)
4.5(l)	Amendment No 4 to the Convertible Note Agreement dated April 14, 2015 by and between Sequans Communications S.A. and Nokomis Capital Master Fund, LP dated October 26, 2018 (incorporated by reference to Exhibit 4.5 to the Form 6-K filed with the SEC on October 30, 2018)

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Exhibit Number	Description of Exhibit
4.5(m)	Amendment No 4 to the Convertible Note Agreement dated April 27, 2016 by and between Sequans Communications S.A. and Nokomis Capital Master Fund, LP dated October 26, 2018 (incorporated by reference to Exhibit 4.6 to the Form 6-K filed with the SEC on October 30, 2018)
4.5(n)	Warrant Agreement by and between Sequans Communications S.A. and Nokomis Capital Master Fund, LP, dated September 27, 2018 (incorporated by reference to Exhibit 4.4 to Sequans Communications S.A.’s Report on Form 6-K filed with the SEC on October 30, 2018)
4.5(o)	Convertible Note Agreement by and between Sequans Communications S.A. and the purchasers signatory thereto, dated September 27, 2018 (including the Form of Convertible Promissory Note attached thereto as Exhibit B) (incorporated by reference to Exhibit 4.3 to the Form 6-K filed with the SEC on October 30, 2018)
4.5(p)	Amendment No 1 to the Convertible Note Agreement by and between Sequans Communications S.A. and the purchasers signatory thereto, dated October 26, 2018 (including the Form of Convertible Promissory Note attached thereto as Exhibit B) (incorporated by reference to Exhibit 4.7 to the Form 6-K filed with the SEC on October 30, 2018)
4.5(q)	Board Observer Rights agreement dated October 30, 2017 by and among Sequans Communications S.A and Nokomis Capital Master Fund, LP (incorporated by reference to Exhibit 99.5 to the Form 6-K filed with the SEC on October 31, 2017)
4.5(r)	Standstill Agreement by and among Sequans Communications S.A and Nokomis Capital Master Fund, LP (incorporated by reference to Exhibit 99.6 to the Form 6-K filed with the SEC on October 31, 2017)
4.5(s)	Convertible Note Agreement by and between Sequans Communications S.A. and Nokomis Capital Master Fund, LP, dated May 7, 2019 (incorporated by reference to Exhibit 4.1 to Sequans Communications S.A.’s Report on Form 6-K filed with the SEC on May 9, 2019)
4.5(t)	Convertible Promissory Note issued by Sequans Communications S.A. to Nokomis Capital Master Fund, LP on May 7, 2019 (incorporated by reference to Exhibit 4.2 to Sequans Communications S.A.’s Report on Form 6-K filed with the SEC on May 9, 2019)
4.5(u)	Convertible Note Agreement by and between Sequans Communications S.A. and Nokomis Capital Master Fund, LP, dated August 16, 2019 (incorporated by reference to Exhibit 4.1 to Sequans Communications S.A.’s Report on Form 6-K filed with the SEC on August 21, 2019)
4.5(v)	Convertible Promissory Note issued by Sequans Communications S.A. to Nokomis Capital Master Fund, LP on August 16, 2019 (incorporated by reference to Exhibit 4.2 to Sequans Communications S.A.’s Report on Form 6-K filed with the SEC on August 21, 2019)
4.5(w)	Amendment No 5 to the Convertible Note Agreement dated April 27, 2016 by and between Sequans Communications S.A. and Nokomis Capital Master Fund, LP dated February 10, 2020 (incorporated by reference to Exhibit 4.1 to the Form 6-K filed with the SEC on February 12, 2020)
4.5(x)*	Amendment No 5 to the Convertible Note Agreement dated April 14, 2015 by and between Sequans Communications S.A. and Nokomis Capital Master Fund, LP dated March 20, 2020
4.5(y)*	Amendment No 6 to the Convertible Note Agreement dated April 27, 2016 by and between Sequans Communications S.A. and Nokomis Capital Master Fund, LP dated March 20, 2020
4.5(z)*	Amendment No 2 to the Convertible Note Agreement dated September 27, 2018 by and between Sequans Communications S.A. and Nokomis Capital Master Fund, LP dated March 20, 2020
4.5(aa)*	Amendment No 1 to the Convertible Note Agreement dated May 7, 2019 by and between Sequans Communications S.A. and Nokomis Capital Master Fund, LP dated March 20, 2020
4.5(ab)*	Amendment No 1 to the Convertible Note Agreement dated August 16, 2019 by and between Sequans Communications S.A. and Nokomis Capital Master Fund, LP dated March 20, 2020
4.5(ac)*	Amendment No 1 to the Warrant Agreement dated September 27, 2018 by and between Sequans Communications S.A. and Nokomis Capital Master Fund, LP dated March 20, 2020
4.6(a)	Harbert Bond Issue Agreement by and between Sequans Communications S.A. and Harbert European Specialty Lending Company II S.à r.l. (incorporated by reference to Exhibit 4.8 to Sequans Communications S.A.’s Report on Form 6-K filed with the SEC on October 30, 2018)
4.6(b)	Warrant Issue Agreement by and between Sequans Communications S.A. and Harbert European Growth Capital Fund II, SCSp (incorporated by reference to Exhibit 4.9 to Sequans Communications S.A.’s Report on Form 6-K filed with the SEC on October 30, 2018)
4.7	Form of Letter Agreement by and between Sequans Communications S.A. and Board Nominee (incorporated by reference to Exhibit 10.7 to Registration No. 333-173001)
8.1*	List of Subsidiaries

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Exhibit Number	Description of Exhibit
12.1*	Certificate of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002
12.2*	Certificate of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002
13.1*	Certificate of Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002
13.2*	Certificate of Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002
15.1*	Consent of Ernst & Young Audit, independent registered public accounting firm

*	Filed herewith.

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

 

Sequans Communications S.A.
By:	/s/ Dr. Georges Karam
	Name: Dr. Georges Karam
	Title: Chief Executive Officer and Chairman

Date: March 30, 2020

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Table of Contents

Sequans Communications S.A.

Index to the Consolidated Financial Statements

	Page
Report of Independent Registered Public Accounting Firm to the Board of Directors and Shareholders of Sequans Communications S.A.	F- 2
Consolidated Statements of Operations for the years ended December 31, 2017, 2018 and 2019	F- 3
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2017, 2018 and 2019	F- 4
Consolidated Statements of Financial Position at December 31, 2017, 2018 and 2019	F- 5
Consolidated Statements of Changes in Equity at December 31, 2017, 2018 and 2019	F- 6
Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2018 and 2019	F- 8
Notes to the Consolidated Financial Statements	F- 9

F- 1

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Sequans Communications S.A.:

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of Sequans Communications S.A. (the Company) as of December 31, 2017, 2018 and 2019, the related consolidated statements of operations, comprehensive income (loss), changes in equity (deficit) and cash flows for each of the three years in the period ended December 31, 2019, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2017, 2018 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

The Company's Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2.1 to the consolidated financial statements, the Company has suffered recurring losses from operations, has a working capital deficiency, and has stated that substantial doubt exists about the Company’s ability to continue as a going concern. Management's evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 2.1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Adoption of New Accounting Standard

As discussed in Note 2.2 to the consolidated financial statements, the Company changed its method for accounting for leases in 2019 due to the adoption of IFRS 16, Leases.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2019, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 30, 2020 expressed an adverse opinion on the Company's internal control over financial reporting due to a material weakness.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young Audit

We have served as the Company’s auditor since 2008.

Paris-La Défense, France

March 30, 2020

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Table of Contents

Sequans Communications S.A.

Consolidated Statements of Operations

			Year ended December 31,
	Note		2017 (1) (2)				2018 (2)				2019
			(in thousands, except share and per share amounts)
Revenue:
Product revenue			$	37,353			$	28,938			$	21,947
Other revenue			10,910				11,312				8,917
Total revenue	3		48,263				40,250				30,864
Cost of revenue:
Cost of product revenue			24,725				21,957				16,703
Cost of other revenue			2,397				2,405				1,782
Total cost of revenue	4.2		27,122				24,362				18,485
Gross profit			21,141				15,888				12,379
Operating expenses:
Research and development	4.4		25,202				27,909				23,799
Sales and marketing			8,785				9,411				7,968
General and administrative			6,679				10,085				8,570
Total operating expenses	4.2		40,666				47,405				40,337
Operating income (loss)			(19,525		)		(31,517		)		(27,958		)
Financial income (expense):
Interest expense	4.1		(4,672		)		(5,447		)		(9,643		)
Interest income	4.1		60				71				50
Other financial expense	4.1		—				(400		)		—
Convertible debt amendments	4.1		(322		)		(265		)		—
Foreign exchange gain (loss), net	4.1		(1,401		)		366				71
Profit (Loss) before income taxes			(25,860		)		(37,192		)		(37,480		)
Income tax expense (benefit)	5		300				(968		)		(783		)
Profit (Loss)			$	(26,160	)		$	(36,224	)		$	(36,697	)
Attributable to:
Shareholders of the parent			$	(26,160	)		$	(36,224	)		$	(36,697	)
Non-controlling interests			—				—				—
Basic earnings (loss) per ordinary share	6		$	(0.34	)		$	(0.39	)		$	(0.39	)
Diluted earnings (loss) per ordinary share	6		$	(0.34	)		$	(0.39	)		$	(0.39	)
Weighted average number of shares used for computing:
Basic per ordinary share			77,668,404				93,767,005				95,008,518
Diluted per ordinary share			77,668,404				93,767,005				95,008,518
Basic earnings (loss) per ADS*			$	(1.35	)		$	(1.55	)		$	(1.54	)
Diluted earnings (loss) per ADS*			$	(1.35	)		$	(1.55	)		$	(1.54	)
Weighted average number of ADS used for computing:
Basic per ADS*			19,417,101				23,441,751				23,752,130
Diluted per ADS*			19,417,101				23,441,751				23,752,130

(1) In 2018, the Company adopted IFRS 15 “Revenue from Contracts with Customers” using the modified retrospective application approach. Accordingly, prior period amounts have not been restated.

(2) In 2019, the Company adopted IFRS 16 "Leases" standard using the modified retrospective approach. Accordingly, prior period amounts have not been restated.

* Reflects the November 29, 2019 adjustment in the ratio of shares to ADS, each ADS represents 4 ordinary shares (see Note 6 to the Consolidated Financial Statements).

The following notes form an integral part of the annual financial statements

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Sequans Communications S.A.

Consolidated Statements of Comprehensive Income (Loss)

	Year ended December 31,
	2017(1) (2)				2018 (2)				2019
	(in thousands)
Profit (Loss) for the year	$	(26,160	)		$	(36,224	)		$	(36,697	)
Other comprehensive income (loss)
Other comprehensive income (loss) to be reclassified to profit or loss in subsequent years :
Net gain (loss) on cash flow hedge	195				(69		)		57
Exchange differences on translation of foreign operations	212				(53		)		49
Net other comprehensive income (loss) to be reclassified to profit or loss in subsequent years	407				(122		)		106
Other comprehensive income (loss) not to be reclassified to profit or loss in subsequent years :
Re-measurement gains (losses) on defined benefit plans	(46		)		(47		)		(108		)
Net other comprehensive income (loss) not to be reclassified to profit or loss in subsequent years	(46		)		(47		)		(108		)
Total other comprehensive income (loss)	361				(169		)		(2		)
Total comprehensive income (loss)	$	(25,799	)		$	(36,393	)		$	(36,699	)
Attributable to:
Shareholders of the parent	$	(25,799	)		$	(36,393	)		$	(36,699	)
Non-controlling interests	—				—				—

(1) In 2018, the Company adopted IFRS 15 “Revenue from Contracts with Customers” using the modified retrospective application approach. Accordingly, prior period amounts have not been restated.

(2) In 2019, the Company adopted IFRS 16 "Leases" standard using the modified retrospective approach. Accordingly, prior period amounts have not been restated.

The following notes form an integral part of the annual financial statements

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Table of Contents

Sequans Communications S.A.

Consolidated Statements of Financial Position

			At December 31,
	Note		2017(1) (2)				2018 (2)				2019
	(in thousands)
ASSETS
Non-current assets:
Property, plant and equipment	7		$	6,992			$	6,271			$	8,858
Intangible assets	8		9,562				12,409				16,696
Deposits and other receivables	19		402				394				401
Other non-current financial assets	19		353				337				335
Total non-current assets			17,309				19,411				26,290
Current assets:
Inventories	9		7,376				8,243				6,664
Trade receivables	10		17,814				13,177				8,390
Contract assets	10		3,112				2,707				1,587
Prepaid expenses and other receivables			4,214				3,237				2,556
Recoverable value added tax			688				565				598
Research tax credit receivable	4.4		3,248				3,148				3,132
Deposit			347				—				—
Cash and cash equivalents	11		2,948				12,086				14,098
Total current assets			39,747				43,163				37,025
Total assets			$	57,056			$	62,574			$	63,315
EQUITY (DEFICIT) AND LIABILITIES
Equity (deficit):
Issued capital, euro 0.02 nominal value, 95,587,146 ordinary shares issued and outstanding at December 31, 2019 (94,732,539 and 80,024,707 at December 31, 2018 and 2017, respectively)(3)	12		$	2,031			$	2,384			$	2,403
Share premium	12		204,952				225,470				233,720
Other capital reserves	13		33,313				39,768				43,656
Accumulated deficit			(235,712		)		(272,036		)		(308,733		)
Other components of equity			(436		)		(605		)		(607		)
Total equity (deficit)			4,148				(5,019		)		(29,561		)
Non-current liabilities:
Government grant advances and loans	16		5,030				5,674				6,150
Venture debt	14		—				11,811				7,071
Convertible debt	14		17,063				19,723				23,342
Lease liabilities	15		—				—				3,204
Provisions	17		1,532				1,689				1,905
Trade payables	19		—				—				1,139
Deferred tax liabilities	19		52				691				429
Contract liabilities	19		1,293				808				11,572
Total non-current liabilities			24,970				40,396				54,812
Current liabilities:
Trade payables	18		13,023				9,412				8,834
Interest-bearing financing of receivables	14		7,413				10,295				4,068
Venture debt	14		—				823				5,109
Convertible debt	14		—				—				7,329
Lease liabilities	15		—				—				900
Government grant advances and loans	16		1,592				688				1,472
Other current liabilities	18		5,138				4,654				4,540
Contract liabilities	18		740				973				5,812
Provisions	17		32				352				—
Total current liabilities			27,938				27,197				38,064
Total equity and liabilities			$	57,056			$	62,574			$	63,315

(1) In 2018, the Company adopted IFRS 15 “Revenue from Contracts with Customers” using the modified retrospective application approach. Accordingly, prior period amounts have not been restated.

(2) In 2019, the Company adopted IFRS 16 "Leases" standard using the modified retrospective approach. Accordingly, prior period amounts have not been restated.

(3) On November 29, 2019, the Company adjusted the ratio of shares to ADS : each ADS represents 4 ordinary shares (see Note 6 to the Consolidated Financial Statements). There were the equivalent of 23,896,786 ADS issued and outstanding as of December 31, 2019 (23,683,134 ADS as of December 31, 2018 and 20,006,176 ADS as of December 31, 2017)

The following notes form an integral part of the annual financial statements

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Table of Contents

Sequans Communications S.A.

Consolidated Statements of Changes in Equity (Deficit)

	Attributable to the shareholders of the parent
	Ordinary shares (1)							Share premium				Other capital reserves				Accumulated deficit				Cumulative translation adjustments				Accumulated other comprehensive income (loss)				Total equity (deficit)
	Shares			Amount
	(Note 12)			(Note 12)				(Note 12)				(Note 13)
	(in thousands, except share and per share amounts)
At January 1, 2017	75,030,078			$	1,923			$	189,029			$	28,257			$	(209,552	)		$	(527	)		$	(270	)		$	8,860
Loss for the year																(26,160		)										(26,160		)
Re-measurement gains (losses) on defined benefit plans																								(46		)		(46		)
Foreign currency translation																				212								212
Net gain on cash flow hedge																								195				195
Total comprehensive income (loss)																(26,160		)		212				149				(25,799		)
Issue of shares in connection with the exercise of options and warrants, and vesting of restricted shares awards	618,871			10				956																				966
Issue of shares in connection with the public offering of June 2017 (Note 12)	4,312,500			96				16,291																				16,387
Transaction costs								(1,489		)																		(1,489		)
Conversion of convertible debt (Note 12)	63,258			2				165																				167
Convertible debt amendments (Note 14.1)												3,418																3,418
Share-based payments												1,638																1,638
At December 31, 2017	80,024,707			$	2,031			$	204,952			$	33,313			$	(235,712	)		$	(315	)		$	(121	)		$	4,148
Effect of adoption of new accounting standard - IFRS 15 (2)																(100		)										(100		)
At January 1, 2018	80,024,707			$	2,031			$	204,952			$	33,313			$	(235,812	)		$	(315	)		$	(121	)		$	4,048
Loss for the year																(36,224		)										(36,224		)
Re-measurement gains (losses) on defined benefit plans																								(47		)		(47		)
Foreign currency translation																				(53		)						(53		)
Net loss on cash flow hedge																								(69		)		(69		)
Total comprehensive income (loss)																(36,224		)		(53		)		(116		)		(36,393		)
Issue of shares in connection with the exercise of options and warrants, and vesting of restricted shares awards	332,832			—				30																				30
Issue of shares in connection with the public offering of January 2018 (Note 12)	14,375,000			353				22,648																				23,001
Transaction costs								(2,160		)																		(2,160		)
Issuance of convertible debt (Note 14.1)												1,346																1,346
Convertible debt amendments (Note 14.1)												4,296																4,296
Warrants attached with the venture debt (Note 14.2)												819																819
Deferred tax effect of debt instruments with equity components (Note 17)												(1,818		)														(1,818		)

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Sequans Communications S.A.

Consolidated Statements of Changes in Equity (Deficit)

Share-based payments												1,812																1,812
At December 31, 2018	94,732,539			$	2,384			$	225,470			$	39,768			$	(272,036	)		$	(368	)		$	(237	)		$	(5,019	)
Loss for the year																(36,697		)										(36,697		)
Re-measurement gains (losses) on defined benefit plans																								(108		)		(108		)
Foreign currency translation																				49								49
Net gain on cash flow hedge																								57				57
Total comprehensive income (loss)																(36,697		)		49				(51		)		(36,699		)
Issue of shares in connection with the exercise of options and warrants, and vesting of restricted shares awards	854,607			19				(19		)																		—
Warrants issued to a strategic partner in February 2019 (Note 12)								8,360																				8,360
Transaction costs								(91		)																		(91		)
Issuance of convertible debt (Note 14)												2,864																2,864
Deferred tax effect of debt instruments with equity components (Note 17)												(773		)														(773		)
Share-based payments												1,797																1,797
At December 31, 2019	95,587,146			$	2,403			$	233,720			$	43,656			$	(308,733	)		$	(319	)		$	(288	)		$	(29,561	)

(1) On November 29, 2019, the Company adjusted the ratio of shares to ADS : each ADS represents 4 ordinary shares.

(2) In 2018, the Company adopted IFRS 15 "Revenue from Contracts with Customers” using the modified retrospective application approach. Accordingly, prior period amounts have not been restated.; rather, the impact is reflected as an adjustment to the opening equity at the date of adoption.

The following notes form an integral part of the annual financial statements

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Sequans Communications S.A.

Consolidated Statements of Cash Flow

				Year ended December 31,
	Note			2017(1) (2)			2018 (2)			2019
				(in thousands)
Operating activities:
Profit (Loss) before income taxes				$	(25,860	)	$	(37,192	)	$	(37,480	)
Non-cash adjustment to reconcile profit (loss) before tax to net cash used in operating activities:
Amortization and impairment of property, plant and equipment	7			2,760			3,060			4,126
Amortization and impairment of intangible assets	8			2,815			3,103			4,279
Share-based payment expense	4.3			1,638			1,812			1,797
Increase (Decrease) in provisions				165			431			(244		)
Interest expense, net				4,612			5,376			9,593
Convertible debt amendments	14.1			322			265			—
Other financial expenses				—			400			—
Foreign exchange loss (gain)				561			(497		)	(420		)
Loss on disposal of property, plant and equipment				—			13			(22		)
Bad debt expense	10			183			1,782			515
Working capital adjustments:
Decrease (Increase) in trade receivables and other receivables				(7,267		)	4,003			6,546
Decrease (Increase) in inventories				1,317			(867		)	1,579
Decrease (Increase) in research tax credit receivable				(1,087		)	559			622
Decrease in trade payables and other liabilities				(5,939		)	(3,899		)	(705		)
Increase (Decrease) in contract liabilities				(242		)	(252		)	14,984
Increase (Decrease) in government grant advances				(2,271		)	(857		)	288
Income tax paid				(333		)	(78		)	(365		)
Net cash flow from (used in) operating activities				$	(28,626	)	$	(22,838	)	$	5,093
Investing activities:
Purchase of intangible assets and property, plant and equipment	7-8			$	(4,232	)	$	(5,373	)	$	(3,520	)
Capitalized development expenditures				(2,190		)	(3,835		)	(5,626		)
Sale (Purchase) of financial assets				(113		)	24			(5		)
Decrease (Increase) of short-term deposit				(2		)	347			—
Interest received				60			71			50
Net cash flow used in investments activities				$	(6,477	)	$	(8,766	)	$	(9,101	)
Financing activities:
Public equity offering proceeds, net of transaction costs paid				$	14,898		$	20,841		$	—
Proceeds from issue of warrants to a strategic partner, net of transaction costs paid				—			—			8,269
Proceeds from issue of warrants and exercise of stock options/warrants granted under share-based payment plans, net of transaction costs				966			30			—
Proceeds from (repayment of) interest-bearing receivables financing	14.3			(299		)	2,882			(6,227		)
Proceeds from interest-bearing research project financing	15.2			2,716			1,574			1,126
Proceeds from issuance of venture debt, net of transaction cost	14.2			—			13,595			—
Proceeds from convertible debt, net of transaction cost	14.1			—			4,388			7,967
Repayment of venture debt	14.2			—			—			(801		)
Repayment of government loans	15.3			(116		)	(589		)	(447		)
Repayment of convertible debt and accrued interest	14.1			—			(1,186		)	—
Repayment of interest-bearing research project financing	15.2			—			—			(168		)
Payment of lease liabilities				—			—			(1,299		)
Interest paid				(327		)	(791		)	(2,401		)
Net cash flows from financing activities				$	17,838		$	40,744		$	6,019
Net increase (decrease) in cash and cash equivalents				(17,265		)	9,140			2,011
Net foreign exchange difference				11			(2		)	1
Cash and cash equivalents at January 1				20,202			2,948			12,086
Cash and cash equivalents at period end	11			$	2,948		$	12,086		$	14,098

(1) In 2018, the Company adopted IFRS 15 "Revenue from Contracts with Customers" using the modified retrospective application approach. Accordingly, prior period amounts have not been restated.

(2) In 2019, the Company adopted IFRS 16 "Leases" standard using the modified retrospective approach. Accordingly, prior period amounts have not been restated.

The following notes form an integral part of the annual financial statements

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Sequans Communications S.A.

Notes to the Consolidated Financial Statements

1. Corporate information

Sequans Communications S.A. (“Sequans”) is organized as a limited liability company (“société anonyme”) incorporated and domiciled in the Republic of France, with its principal place of business at 15-55 boulevard Charles de Gaulle, 92700 Colombes, France. Sequans, together with its subsidiaries (the “Company”), is a fabless designer, developer and provider of cellular semiconductor chips and modules for Massive, Broadband and Critical Internet of Things (IoT) markets. The Company’s semiconductor solutions incorporate baseband processor and radio frequency transceiver integrated circuits along with its proprietary signal processing techniques, algorithms and software stacks. For 5G/4G Massive IoT applications, the Company provides a comprehensive product portfolio based on its Monarch LTE-M/NB-IoT and Calliope Cat 1 chip platforms, featuring low power consumption, a large set of integrated functionalities, and a global deployment capability. For 5G/4G Broadband and Critical IoT applications, the Company offers a product portfolio based on its Cassiopeia Cat 4/Cat 6 and high-end Taurus 5G chip platforms, optimized for low-cost residential, enterprise, and industrial applications.

2. Summary of significant accounting and reporting policies

2.1. Basis of preparation

The Consolidated Financial Statements are presented in U.S. dollars.

These Consolidated Financial Statements for the year ended December 31, 2019 have been prepared on a going concern assumption. During 2017, 2018 and 2019, we financed our operations primarily through proceeds from the issue of shares through public offerings (2017, $14.9 million; 2018, $20.8 million), convertible notes (2018, $4.4 million; 2019, $8.0 million), venture debt (2018, $13.6 million) and warrants to a strategic partner (2019, $8.3 million). We experienced net losses of $26.2 million, $36.2 million and $36.7 million in 2017, 2018 and 2019, respectively. At December 31, 2019, our accumulated deficit was $308.7 million and we had a working capital deficiency of $ 1.0 million. We expect to continue to incur significant expense related to the development of our 4G and 5G products and expansion of our business, including research and development and sales and administrative expenses. In addition, we will incur expense to meet our commitments to our customers under various purchase orders and contracts. The Company will be required to obtain significant additional financing to meet these cash flow needs.

The Company’s internal cash forecast which is built from sales forecasts by products and by customer, assumes a stable operating cost structure, assumes ongoing and new government funding of research programs and assumes new funding activities. The forecasted cash flow does not take into consideration any repayment of advance payments that could be required upon termination of a license and development services contract if certain key milestones (including financing requirements) are not delivered or met by September 30, 2020 (see Note 19). The Company expects to be able to obtain additional funding through one or more possible license agreements, business partnerships or other similar arrangements; or from financing from institutional or strategic investors, from the capital markets, from debt financing, or a combination of the above. However, the Company cannot guarantee if or when any such transactions will occur or whether they will be on satisfactory terms. Furthermore, the effects of COVID-19 coronavirus pandemic might have a negative impact on the production of the Company's products in affected regions or on the demand for the Company's products by customers whose supply chain or end demand are negatively affected by COVID-19, and as a result could affect the Company’s financial condition. The effects of COVID-19 also have and may continue to have a prolonged negative impact on the capital markets globally which could in turn negatively impact the ability of the Company to raise funds to meet its financial needs in the next twelve months and beyond.

While the Company has taken and will continue to take actions to obtain new funding, the above factors raise substantial doubt about the Company’s ability to continue as a going concern as there is no assurance that the Company will be successful in satisfying its future cash needs.

Statement of compliance

The Consolidated Financial Statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standard Board (“IASB”) and whose application is mandatory for the year ended December 31, 2019. Comparative figures are presented for December 31, 2017 and 2018.

The accounting policies are consistent with those of the same period of the previous financial year, except for the changes disclosed in Note 2.2 to the Consolidated Financial Statements.

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The Consolidated Financial Statements of the Company for the years ended December 31, 2017, 2018 and 2019 have been authorized for issue in accordance with a resolution of the board of directors on March 23, 2020.

Basis of consolidation

The Consolidated Financial Statements comprise the financial statements of Sequans Communications S.A., which is the ultimate parent of the group, and its subsidiaries as of and for the years ended December 31, 2019, 2018 and 2017:

Name		Country of incorporation		Year of incorporation		% equity interest
Sequans Communications Ltd.		United Kingdom		2005		100
Sequans Communications Inc.		United States		2008		100
Sequans Communications Ltd. Pte.		Singapore		2008		100
Sequans Communications Israel (2009) Ltd.		Israel		2010		100

The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. All intra-group balances, transactions, income and expenses and profits and losses resulting from intra-group transactions are eliminated in full. The subsidiaries have been fully consolidated from their date of incorporation.

2.2. Changes in accounting policy and disclosures

New and amended standards and interpretations

The accounting policies used in 2019 are consistent with those of the previous financial year, except for the following new and amended IFRS and IFRIC interpretations effective as of January 1, 2019:

•	IFRS 16 - Leases

Since January 1, 2019, the Company has applied IFRS 16 Leases which aligns the accounting treatment of operating leases of lessees with that already applied to finance leases (i.e. recognition in the balance sheet of a liability for future lease payments, and of an asset for the associated rights of use). Application of IFRS 16 requires a change in the presentation of lease expenses both in the income statement (lease expenses are presented as depreciation expense and interest expense) and in the statement of cash flows (the lease payments are reported as a cash outflow from financing activities).

In accordance with the transition options of IFRS 16 elected by the Company, the Consolidated Financial Statements for the years ended December 31, 2018 and 2017 have not been restated since Sequans has applied the modified retrospective transition method. Under the modified retrospective transition method, the Company recognized a lease liability at January 1, 2019 for leases previously classified as operating leases applying IAS 17 and IFRIC 4 and measured lease liabilities at the present value of the remaining lease payments, discounted using the Company’s incremental borrowing rate at the date of initial application. The Company also recognized a corresponding right-of-use asset at January 1, 2019.

The Company uses the two capitalization exemptions provided by the standard:

•lease contracts with a duration of less than 12 months; and

•lease contracts for which the underlying asset has a low value, which has been defined by the Company to be below $5,000.

The Company has also applied the following practical expedients at the transition date:

•accounting for leases for which the lease term ends within 12 months of the date of initial application as short-term leases. Lease payments under such short-term leases are accounted for as operating expenses in the Consolidated Statement of Operations.

•no reassessment of whether a contract is, or contains, a lease at the date of initial application.

As of January 1, 2019, the Company recognized a right-of-use asset equal to the amount of the lease liability.

The weighted-average incremental borrowing rate used by the Company for lease liabilities recorded as of January 1, 2019 was 14.2%.

F- 10

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Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

Due to the adoption of IFRS 16, the Company’s operating results improved, while interest expense increased due to the change in the accounting for expenses of leases that were classified as operating leases under IAS 17. The numerical impacts of the adoption are detailed under Note 14.

The lease liability as at January 1, 2019 can be reconciled to the operating lease commitments as of December 31, 2018, as follows :

		(in thousands)
Operating lease commitments as at December 31, 2018		$	2,058
Weighted-average discount rate as at January 1, 2019		14.2		%
Discounted operating lease commitments as at January 1, 2019		1,951
Add:
Lease payments relating to renewal periods not included in operating lease commitments as at December 31, 2018		2,352
Non lease components		318
Other		2
Lease liabilities as at January 1, 2019		4,623

For the year ended December 31, 2019, rental charges (previously recorded under Operating expenses) were accounted for as follows:

•Depreciation of right-of-use assets recognized in "Property, plant and equipment" resulted in Operating expenses of $1,354,000.

•Interest expense on lease liabilities was recorded in Finance costs for $622,000.

•IFRIC 23 Uncertainty over Income Tax Treatments

This Interpretation clarifies how to apply the recognition and measurement requirements in IAS 12 when there is uncertainty over income tax treatments. The interpretation is applied by the Company from January 1, 2019. In accordance with IFRIC 23, the Company determines whether to consider each uncertain tax treatment separately or together with one or more other uncertain tax treatments and records a liability when it is probable that a tax expense will be incurred, assuming that the tax position will be examined by the tax authorities. Such liability is measured using the approach that better predicts the resolution of the uncertainty. Adoption of this interpretation had no impact on the Consolidated Financial Statements.

•Amendments to IFRS 9: Prepayments with negative compensation features

The amendments clarify how to classify particular pre-payable financial assets and how to account for financial liabilities following a modification. These amendments were effective as of January 1, 2019. Adoption of these amendments had no impact on the Consolidated Financial Statements.

•	Amendments to IAS 28: Investments in associates and joint ventures which was effective as of January 1, 2019 had no impact on the Consolidated Financial Statements.

•	Annual Improvements to IFRS (2015-2017), including amendments to IFRS 3: Business Combinations, amendments to IAS 12 : Income Taxes, and amendments to IAS 23 : Borrowing Costs, are applicable from annual periods commencing on or after January 1, 2019. Adoption of these improvements had no impact on the Consolidated Financial Statements.

Standards issued but not yet effective

Standards and interpretations issued but not yet effective up to the date of issue of the Company’s Consolidated Financial Statements are listed below. The Company intends to adopt these standards when they become effective:

• Amendments to IFRS 7, IFRS 9, IAS 39 : The amendments provide temporary reliefs which enable hedge accounting to continue during the period of uncertainty before the replacement of an existing interest rate benchmark with an alternative nearly risk-free interest rate (an RFR). The amendments will be effective for annual periods beginning on or after 1 January 2020. The Company does not expect that these amendments will have a material impact on the Consolidated Financial Statements.

F- 11

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Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

•Amendments to IFRS 3 : The amendments include a revised definition of at business. The amendments will be effective for annual periods beginning on or after 1 January 2020. The Company is currently assessing the impact of these amendments.

2.3. Summary of significant accounting policies

Functional currencies and translation of financial statements denominated in currencies other than the U.S. dollar

The Consolidated Financial Statements are presented in U.S. dollars, which is also the functional currency of Sequans Communications S.A. The Company uses the U.S. dollar as its functional currency due to the high percentage of revenues, cost of revenue, capital expenditures and operating costs, other than those related to headcount and overhead, which are denominated in U.S. dollars. Each subsidiary determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency.

As at the reporting date, the assets and liabilities of each subsidiary are translated into the presentation currency of the Company (the U.S. dollar) at the rate of exchange in effect at the Statement of Financial Position date and their Statement of Operations is translated at the weighted average exchange rate for the reporting period. The exchange differences arising on the translation are taken directly to a separate component of equity (“Cumulative translation adjustments”).

Foreign currency transactions

Foreign currency transactions are initially recognized by Sequans Communications S.A. and each of its subsidiaries at their respective functional currency rates prevailing at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency spot rate of exchange in effect at the reporting date. All differences are taken to the Consolidated Statement of Operations within financial income or expense. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the initial transactions.

The table below sets forth, for the periods and dates indicated, the average and closing exchange rate for the U.S. dollar (USD) to the euro (EUR), the U.K. pound sterling (GBP), the Singapore dollar (SGD) and the New Israeli shekel (NIS):

		USD/EUR			USD/GBP			USD/SGD			USD/NIS
December 31, 2017
Average rate		1.1293			1.2885			0.7244			0.2780
Closing rate		1.1993			1.3518			0.7484			0.2880
December 31, 2018
Average rate		1.1815			1.3356			0.7416			0.2782
Closing rate		1.1450			1.2800			0.7344			0.2665
December 31, 2019
Average rate		1.1196			1.2758			0.7331			0.2806
Closing rate		1.1234			1.3204			0.7434			0.2892

Earnings (loss) per ordinary share and per ADS

Basic earnings (loss) amounts per ordinary share and per ADS are computed using the weighted average number of shares outstanding during each period.

Diluted earnings per ordinary share and per ADS include the effects of dilutive options and warrants as if they had been exercised, unless the effect would be anti-dilutive. They have been retrospectively adjusted to give effect to the ADS ratio change of November 29, 2019 following which each ADS represents 4 ordinary shares.

Revenue recognition

The Company’s total revenue consists of product revenue and other revenue.

Revenue from contracts with customers is recognized when control of the goods or services is transferred to the customer at an amount that reflects the fair value of the consideration to which the Company is entitled, excluding sales taxes or duties.

The Company applies a five-step approach in determining the amount and timing of revenue to be recognized: (1) identifying the contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price;

F- 12

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Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

(4) allocating the transaction price to the performance obligations in the contract; and (5) recognizing revenue when the performance obligation is satisfied.

When a contract includes multiple promised goods and services, the Company evaluates each component to determine whether they represent separate performance obligations and determines the appropriate allocation of the contract consideration to each identified performance obligation based on estimated relative stand-alone selling prices.

If the consideration in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the goods or services to the customer. The variable consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognized will not occur when the associated uncertainty with the variable consideration is subsequently resolved. Specifically, milestone payments in development services contracts represent variable consideration, the receipt of which is dependent upon the achievement of technical milestones.

The Company sometimes receives advance payments from customers for the provision of development services. The Company determines if there is a significant financing component for these contracts considering the length of time between the customers’ payment and the transfer of control of the goods and services. When a significant financing component has been identified, the transaction price for these contracts is discounted, using the rate that would be reflected in a separate financing transaction at contract inception. The Company applies the practical expedient for short-term advances received from customers. That is, the promised amount of consideration is not adjusted for the effects of a significant financing component if the period between the transfer of the promised good or service and the payment is one year or less.

Product revenue

Substantially all of the Company’s product revenue is derived from the sale of semiconductor solutions for 4G wireless applications.

Revenue from the sale of products is recognized at a point in time when the Company satisfies its performance obligation to the buyer, whether direct end customer, end customer's manufacturing partner or distributor. This occurs when there is no continuing managerial involvement to the degree usually associated with ownership nor effective control over the sale of products is retained, which is based on the specified Incoterms, but usually occurs on shipment of the goods. The Company is the principal in all product sales regardless of customer type. Products are not sold with a right of return but are covered by warranty. This is an assurance-type warranty. The Company does not accrue for a general warranty obligation as the Company has not historically incurred and does not expect material costs. Although the products sold have embedded software, the Company believes that software is incidental to the products it sells.

Other revenue

Other revenue consists of the sale of licenses to use the Company’s technology solutions and fees for the associated annual software maintenance and support services, as well as the sale of technical support and development services. Development services include advanced technology development services for technology partners and product development and integration services for customers.

Revenue from the sale of licenses is recognized at a point in time when the Company satisfies its performance obligation which occurs when the software has been delivered to the customer (assuming no other significant obligations exist), as licenses provide the right to use the software as it exists when made available to the customer.

Revenue from the sale of software maintenance and support services is recognized over time, over the period of the maintenance (generally one year). When the first year of maintenance is included in the software license price, an amount generally equal to the negotiated rate for one year of maintenance is deducted from the value of the license and recognized as revenue over time, over the period of maintenance as described above. The difference between license and maintenance services invoiced and the amount recognized in revenue is recorded as deferred revenue.

Revenue from technical support and development services is generally recognized over time using the percentage-of-completion method. For each service contract, the Company determines whether the pattern of transfer of control meets one of the criteria for revenue recognition over time: (a) the customer simultaneously receives and consumes the benefits provided by the entity's performance as the entity performs (b) the Company's performance creates or enhances an asset (for example, work in progress) that the customer controls as the asset is created or enhanced or (c) the Company's performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date. Generally, the support and development contracts meet one or more of these criteria, based on the facts and circumstances both

F- 13

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Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

within the contract and the nature of the services provided. Typically, the customers consume the services as they are provided through ongoing technical support or through an iterative development process. Certain contracts also include terms which allow the customer to have control over the asset as it is created or provide Sequans the right to payment for all work performed to date.

Due to revenue recognition over time, contract assets are created for services provided that Sequans does not yet have the right to invoice.

When a contract does not meet one of the criteria above, revenue is recognized at a point in time, when there is evidence of transfer of control, which typically occurs upon achievement of certain or all contract milestones. Percentage-of-completion is calculated based on the input method using estimated costs as a measure of performance completed.

The costs associated with these arrangements are recognized as incurred. Revenue from development contracts where no related direct costs were identified amounted to $1,724,000 for the year ended December 31, 2019 ($389,000 in 2018 and $1,321,000 in 2017).

Contract assets

A contract asset is the right to consideration in exchange for goods or services transferred to the customer. As described above, when the Company performs by transferring goods or services before the customer pays consideration or before payment is due, a contract asset is recognized for the earned consideration that is conditional. Where the Company has an unconditional right to payment, these are included in unbilled revenue until billing occurs and classified as trade receivables.

Although not required under the modified retrospective approach, we reclassified prior year amounts to conform with the IFRS 15 presentation: we reclassified $3.1 million of contract assets out of trade receivables for the year ended 2017.

There were no other differences between the amounts recognized in the years ended 2018 and 2019 on the financial statements and amounts that would have been recognized under previous revenue recognition standards.

We have elected to use the practical expedient not to adjust the promised amount of consideration for the effects of a significant financing component when the period between when we transfer the promised good or service to our customers and when we expect the customers to pay for that good or service is one year or less.

We have elected to use the practical expedient not to disclose information about our remaining performance obligations for contracts that have an original expected duration of one year or less.

We do not have any costs that meet the criteria for costs to obtain a contract or cost to fulfill a contract.

As of December 31, 2019, the transaction price allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) was $3,959,000 for which $2,405,000 is expected to be recognized in the next year and $1,554,000 in the years after, excluding the amounts related to the development service contract entered into in October 2019, described under note 18.

As of December 31, 2018, the transaction price allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) was $936,000 for which $919,000 was expected to be recognized in the next year and $17,000 in the year after.

Contract liabilities

Contract liabilities represent amounts invoiced and/or cash received in advance related to services being performed.

Revenue recognized in the current period from amounts included in deferred revenue at the beginning of the year was $988,000, $740,000 and $497,000 for 2019, 2018 and 2017, respectively (See Note 19 Other non-current liabilities and Note 18 trade payables and other current liabilities).

Cost of revenue

Cost of product revenue includes all direct and indirect costs incurred with the sale of products, including shipping and handling. Cost of other revenue includes direct costs incurred to support the obligations covered by development services contracts (mainly employees and subcontractors costs). Research and development costs associated with product development (including normal customer support which generates product improvement) are recorded in research and development expenses.

F- 14

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Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

Research and development costs

Research costs are expensed as incurred. Development costs are recognized as an intangible asset if the Company can demonstrate:

•	the technical feasibility of completing the intangible asset so that it will be available for use or sale;

•	its intention to complete the asset and use or sell it;

•	its ability to use or sell the asset;

•	how the asset will generate future economic benefits;

•	the availability of adequate resources to complete the development and to use or sell the asset; and

•	the ability to measure reliably the expenditure during development.

The asset is tested for impairment annually.

Development costs that meet the criteria for capitalization have been recorded as intangible assets. (See Notes 4.4 and 8 to the Consolidated Financial Statements). Beginning in 2015, certain development costs incurred at the end of the product development cycle when the criteria for capitalization are met, became material as the Company began making its product available on more operator networks which require significant testing and qualification work in order to finalize the product for sale on that network. Beginning in 2017, the Company capitalized costs related to the development of the chipsets for LTE Category M, in 2018 the Company capitalized costs for the development of the Monarch and Monarch 2 and in 2019 the Company also capitalized costs for the development of Calliope 2, a solution based on a new LTE category called Category 1 Half Duplex.

Research and development costs associated with product development (including normal customer support which generates product improvements) are recorded in operating expense. In some cases, the Company has negotiated agreements with customers and partners whereby the Company provides certain development services beyond its normal practices or planned product roadmap. Amounts received from these agreements are recorded in other revenue. Direct costs incurred by the Company as a result of the commitments in the agreements are recorded in cost of other revenue. Other research and development costs related to the projects covered by the agreements, but which would have been incurred by the Company without the existence of such agreements are recorded in research and development expense.

Government grants, loans and research tax credits

The Company operates in certain jurisdictions which offer government grants or other incentives based on the qualifying research expense incurred or to be incurred in that jurisdiction. These incentives are recognized as the qualifying research expense is incurred if there is reasonable assurance that all related conditions will be complied with and the grant will be received. When the grant relates to an expense item, it is recognized as a reduction of the related expense over the period necessary to match the grant on a systematic basis to the costs that it is intended to compensate. Any cash received in advance of the expenses being incurred is recorded as a liability.

Some long-term research projects are also financed through low-interest forgivable loans. The present value of forgivable loans is calculated based on expected future payments discounted using the interest rate applied for standard loans with the same maturity. The difference between present value and amount received is accounted for as a grant.

Where loans or similar assistance provided by governments or related institutions are interest-free, the present value is calculated based on expected future payments discounted using the interest rate applied for standard loans with the same maturity. The difference between present value and amount received is accounted for as a grant.

The Company also benefits from research incentives in the form of tax credits which are detailed in Note 4.4 to the Consolidated Financial Statements. When the incentive is available only as a reduction of taxes owed, such incentive is accounted for as a reduction of tax expense; otherwise, it is accounted for as a government grant with the benefit recorded as a reduction of research and development costs, whether capitalized or expensed.

Financial income and expense

Financial income and expense include:

F- 15

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Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

•	interest expense related to venture debt, accounts receivable financing, the debt component of convertible debt and government loans, lease contracts, upfront payments, financing components of customer contracts and a supplier payable with extended payment terms;

•	other expenses paid to financial institutions for financing operations;

•	foreign exchange gains and losses

•	impact of convertible debt amendments; and

•	impact of convertible debt reimbursement.

The Company reflects foreign exchange gains and losses related to hedges (through derivatives) of euro-based operating expenses in operating expenses.

Taxation

Current income tax

Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date.

Current income tax relating to items recognized directly in equity is recognized in equity.

Deferred income tax

Deferred income tax is provided using the liability method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax liabilities are recognized for all taxable temporary differences, except with respect to taxable temporary differences associated with investments in subsidiaries where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred income tax assets are recognized for all deductible temporary differences, carry forwards of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forwards of unused tax credits and unused tax losses can be utilized.

The carrying amount of deferred income tax assets is reviewed at the reporting date and adjusted to the extent that it is probable that sufficient future taxable profit will be available to allow all or part of the deferred income tax asset to be utilized.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the statement of financial position date.

Deferred income tax relating to items recognized directly in equity is recognized in equity.

Deferred income tax assets and deferred income tax liabilities are offset if a legally enforceable right of offset exists.

Value added tax

Revenue, expenses and assets are recognized net of the amount of value added tax except:

•	where the value added tax incurred on a purchase of assets or services is not recoverable from the tax authorities, in which case the value added tax is recognized as part of the cost of acquisition of the asset or as part of the expense item as applicable; and

•	receivables and payables that are stated with the amount of value added tax included.

Value added tax recoverable consists of value added tax paid by the Company to vendors and suppliers located in the European Union and recoverable from the tax authorities. Value added tax recoverable is collected on a quarterly basis.

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Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

Inventories

Inventories consist primarily of the cost of semiconductors, including wafer fabrication, assembly, testing and packaging; components; and modules purchased from subcontractors. Inventories are valued at the lower of cost (determined using the weighted average cost method) or net realizable value (estimated market value less estimated cost of completion and the estimated costs necessary to make the sale).

The Company writes down the carrying value of its inventories for estimated amounts related to the lower of cost or net realizable value, obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated net realizable value. The estimated net realizable value of the inventory is based on historical usage and assumptions about future demand, future product purchase commitments, estimated manufacturing yield levels and market conditions on a product-by-product basis. When the circumstances that previously caused inventories to be written down below cost no longer exist or when there is clear evidence of an increase in net realizable value because of changed economic circumstances, the amount of the write-down is reversed (i.e. the reversal is limited to the amount of the original write-down) so that the new carrying amount is the lower of the cost and the revised net realizable value.

Financial assets

Financial assets are classified, at initial recognition, as (1) measured at amortized cost, (2) fair value through other comprehensive income (OCI), or (3) fair value through profit or loss. The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and Sequans’ business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient, the Company initially measures a financial asset at its fair value.

Receivables

Trade receivables are measured at amortized cost. Impairment losses on trade accounts receivable are estimated using the expected loss method, in order to take into account the risk of payment default throughout the lifetime of the receivables. Based on an analysis of historical credit losses, the Company has not applied any expected credit losses to its outstanding receivables as of the reporting date beyond specific provisions for doubtful accounts. The Company records an allowance for any specific account it considers as doubtful based on the particular circumstances of the account. The carrying amount of the receivable is thus reduced through the use of an allowance account, and the amount of the charge is recognized on the line “General and administrative expenses” in the Consolidated Statement of Operations. Subsequent recoveries, if any, of amounts previously provided for are credited against the same line in the Consolidated Statement of Operations. When a trade accounts receivable is uncollectible, it is written-off against the allowance account for trade accounts receivable.

Short-term investments

Short-term investments are financial instruments with an initial maturity of greater than 90 days, but less than one year, and are reported as current financial assets.

Deposits

Deposits are reported as non-current financial assets (loans and receivables) when their initial maturity is more than twelve months.

Cash and cash equivalents

Cash and cash equivalents in the Consolidated Statements of Financial Position includes cash at banks, term deposits and money market funds, which correspond to highly liquid investments readily convertible to known amounts of cash and subject to an insignificant risk of change in value.

Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment loss. Depreciation is computed using the straight-line method over the estimated useful lives of each component. The Company presents right-of-use of lease contracts in property, plant and equipment and right of use assets are depreciated on a straight-line basis over the lease term. The useful lives most commonly used are the following:

F- 17

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Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

Machinery and equipment		3 to 5 years
Building and leasehold improvements		Lesser of 6 years or the life of the lease
Computer equipment		3 years
Furniture and office equipment		5 years

Impairment tests are performed whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If any indication exists, the Company estimates the asset’s recoverable amount, which is the higher of the fair value less cost to sell and the value in use. Where the carrying amount exceeds that recoverable amount, the asset is considered impaired and it is written down to its recoverable amount.

Depreciation expense is recorded in cost of revenue or operating expenses, based on the function of the underlying assets.

Intangible assets

Intangible assets, which primarily consist of purchased licenses for development or production technology and tools, as well as standard-related patent licenses and development costs meeting the criteria for capitalization, are stated at cost less accumulated amortization and any accumulated impairment loss. Amortization is computed using the straight-line method over the estimated useful life of each component. Acquired licenses are amortized over their contractual life or five years in the case of perpetual licenses. Capitalized development costs are generally amortized over periods ranging from 3 to 5 years, representing the expected life of the related technology.

Useful lives are reviewed on a regular basis and changes in estimates, when relevant, are accounted for on a prospective basis. The amortization expense is recorded in cost of revenue or operating expenses, based on the function of the underlying assets.

Impairment tests are performed whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If any indication exists, the Company estimates the asset’s recoverable amount, which is the higher of the fair value less cost to sell and the value in use. Where the carrying amount exceeds that recoverable amount, the asset is considered impaired and it is written down to its recoverable amount.

Costs of Equity Transactions

Incremental costs directly attributable to the equity transaction are recorded as a deduction from equity.

Provisions

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event for which it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Company expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in operating income (loss) net of any reimbursement.

Provisions include the provision for pensions and post-employment benefits. Pension funds in favor of employees are maintained in France, the United Kingdom, Singapore, the United States and Israel, and they comply with the respective legislation in each country and are financially independent of the Company. The pension funds are generally financed by employer and employee contributions and are accounted for as defined contribution plans with the employer contributions recognized as expense as incurred. There are no actuarial liabilities in connection with these plans.

French law also requires payment of a lump sum retirement indemnity to employees based on years of service and annual compensation at retirement. Benefits do not vest prior to retirement. This defined benefit plan is self-funded by the Company. It is calculated as the present value of estimated future benefits to be paid, applying the projected unit credit method whereby each period of service is seen as giving rise to an additional unit of benefit entitlement, each unit being measured separately to build up the final obligation. Following the application of IAS 19 revised, actuarial gains and losses are recognized in equity. The actualization rate is based on iBoxx Corporates AA.

F- 18

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Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

Share-based payment transactions

Employees (including senior executives and members of the board of directors) and certain service providers of the Company receive remuneration in the form of share-based payment transactions, whereby they render services as consideration for equity instruments (“equity-settled transactions”).

The cost of equity-settled transactions is measured by reference to the fair value at the date on which they are granted. The exercise price is based on closing market price on the date of grant.

The cost of equity-settled transactions is recognized, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the beneficiary becomes fully entitled to the award (the “vesting date”). The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company’s best estimate of the number of equity instruments that will ultimately vest which includes assumptions on the number of awards to be forfeited due to the employees’ failing to fulfill the service condition, and forfeitures following the non-completion of performance conditions. The Consolidated Statement of Operations charge or credit for a period represents the movement in cumulative expense recognized as at the beginning and end of that period.

Financial liabilities

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings, net of directly attributable transaction costs.

Non derivative financial liabilities are subsequently measured at amortized cost whereas derivative liabilities not designated as hedging instruments are recognized at fair value through profit or loss.

Convertible debt

The Company evaluates at initial recognition of a convertible debt the different components and features of the hybrid instruments and determines whether these elements are equity instruments or embedded derivatives which require bifurcation. In subsequent periods, the liability component is accounted for using the effective interest method, based on the expected maturity of the debt. The equity component is not remeasured, while embedded derivatives unless closely related to the host instruments are recorded at fair value through the Consolidated Statement of Operations.

As described in Note 14.1 to the Consolidated Financial Statements, the Company issued debt with an option to convert into shares of the Company in 2015 and 2016. This option component has been accounted for as an embedded derivative and recorded as a financial liability:

•	On the date of issue, the fair value of the embedded derivative is estimated based on a Black-Scholes valuation model. The debt component equals the present value of future contractual cash flows for a similar instrument with the same conditions (maturity, cash flows) excluding any option or any obligation for conversion or redemption in shares.

•

Subsequently, the debt component is accounted for based on amortized cost, using the effective interest rate calculated at the date of issue and the embedded derivative is accounted as a financial liability, with changes in fair value recognized in the statement of operations until the date when the conversion rate is fixed. At this date, the fair value of the derivative - if not exercised - is reclassified in equity.

Costs incurred related to the convertible debt are deducted from the liability component and from the embedded derivative, proportionally. The part related to the embedded derivative has been recognized in the Consolidated Statements of Operations in “Other financial expenses”.

On October 30, 2017, the convertibles notes were amended to extend the term of the notes and reduce the conversion rate for one convertible debt agreement (see Note 14.1). The change in fair value of the conversion options before and after the amendment has been recorded in Other Capital Reserves in shareholders’ equity. The debt components on October 30, 2017 were re-measured based on the extended term of the notes using the effective interest rate calculated at the date of issue of each convertible note. The impact of the term extension and reduction of the conversion rate has been recorded in the Consolidated Statements of Operations in "Convertible debt amendments".

F- 19

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Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

On September 27, 2018, the terms of the note issued on April 15, 2015 were amended to extend by two years the maturity of the note to April 14, 2021, and to reduce the conversion rate. It was considered to be the equivalent of an extinguishment of the existing debt and issuance of new debt (“derecognition” method of accounting). Therefore, the fair value of the debt just prior to amendment was estimated in order to record a loss on extinguishment in the Consolidated Statement of Operations in “Convertible debt amendments”. The amended debt was recorded at its fair value assuming a market rate of interest, with the estimated value of the conversion option in equity as the conversion rate is fixed.

On September 27, 2018, May 7, 2019 and August 16, 2019, the Company issued notes with options to convert into shares of the Company. The option components have been accounted for in equity at their fair value at the date of issuance and are not remeasured. The debt component portions have been recorded as a financial liability and are subsequently measured at amortized cost, using the effective interest rate calculated at the date of issue.

Venture debt

As described in Note 14.2 to the Consolidated Financial Statements, the Company entered into a bond issuance agreement on October 26, 2018, with warrants attached. The issuance proceeds were allocated between the debt component and the equity component (the warrants). The value of the warrants was recorded in Other Capital Reserves in shareholders’ equity. The debt component was recorded as a financial liability and is subsequently measured at amortized cost, using the effective interest rate calculated at the date of issue.

Short-term debt secured by accounts receivables

As described in Note 14.3 to the Consolidated Financial Statements, the Company has a factoring agreement with a French financial institution. The Company transfers to the finance company all invoices issued to qualifying customers, and the customers are instructed to settle the invoices directly with the finance company. Because there is recourse to the Company for amounts that are overdue, the Company retains all receivables on its Consolidated Statement of Financial Position until they are paid and any amounts drawn on the line of credit are reflected in short-term debt. The Company pays a commission on the face value of the accounts receivable submitted, which is recorded in General and Administration expense, and pays interest on any draw-down of the resulting line of credit.

Lease contracts

Except for leases related to low-value assets and short-term lease, lease contracts, as defined under IFRS 16 "Leases", are recorded in the Statement of Consolidated Financial Position, through the recognition of:

•	an asset representing a right-of-use of the asset leased during the lease term of the contract; and

•	a liability related to the payment obligation.

At the commencement date of the lease, the Company recognizes a lease liability measured at the present value of the remaining lease payments to be made over the lease term, discounted using the Company’s incremental borrowing rate. The liability increases by the accrued interest resulting from the initial discounting of the lease liability and decreases by the payments made.

Right-of-use assets are depreciated on a straight-line basis over the lease term and tested for impairment when required.

Derivative financial instruments and hedge accounting

The Company uses financial instruments, including derivatives such as foreign currency forward and options contracts, to reduce the foreign exchange risk on cash flows from firm and highly probable commitments denominated in euros. The effective portion of the gain or loss on the hedging instrument is recognized directly as other comprehensive income (loss) in the cash flow hedge reserve, while any ineffective portion is immediately accounted for in financial results in the Consolidated Statement of Operations. Amounts recognized as other comprehensive income (loss) are transferred to the Consolidated Statement of Operations when the hedged transaction affects profit or loss. If the forecasted transaction is no longer expected to occur, the cumulative gain or loss previously recognized in equity is transferred to the Consolidated Statement of Operations.

All derivative financial instruments are recorded at fair value. Changes in fair value are recorded in current earnings or other comprehensive income (loss), depending on whether the derivative is designated as a hedge, its effectiveness as a hedge, and the type of hedge transaction. Any change in the fair value of the derivatives deemed ineffective as a hedge is immediately recognized in earnings.

F- 20

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Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

Commitments

Commitments comprise primarily purchase commitments with third-party manufacturers for future deliveries of equipment and components, which are described in Note 21 to the Consolidated Financial Statements.

2.4. Significant accounting judgments, estimates and assumptions

In the process of applying the Company’s accounting policies, management must make judgments and estimates involving assumptions. These judgments and estimates can have a significant effect on the amounts recognized in the financial statements and the Company reviews them on an ongoing basis taking into consideration past experience and other relevant factors. The evolution of the judgments and assumptions underlying estimates could cause a material adjustment to the carrying amounts of assets and liabilities as recognized in the financial statements. The most significant management judgments and assumptions in the preparation of these financial statements are:

Revenue recognition

The Company’s policy for revenue recognition, in instances where multiple deliverables are sold contemporaneously to the same counterparty, is in accordance with IFRS 15 Revenue from contracts with customers. The application of IFRS 15 to contracts with customers requires management to make certain judgments, the most significant of which are outlined below. These judgments are based on an analysis of the facts and circumstances surrounding the transactions on a contract-by-contract basis.

Determination of performance obligations within a contract

The Company applies judgment in determining whether a promised good or service is a performance obligation under the terms of the contract and whether multiple promised goods or services should be accounted for separately or together as a bundle.

Allocation of contract consideration to distinct performance obligations based on their relative stand-alone selling prices

Typically, contracts state the value of individual promised goods and services directly. However, in instances where the fair value is not observable, management applies judgment in determining the relative stand-alone selling price for goods and services.

Estimation of percentage-of-completion based on the input method

For service contracts that are recognized over time based on the percentage-of-completion, the Company sets up an initial budget at contract inception and tracks the progress to completion based on time and costs incurred by the employees directly working on each project. Management reviews the progress and performance of open contracts in order to determine the best estimate of estimated costs at completion on a quarterly basis and updates the revenue recognized as necessary.

Trade receivables

The Company records an allowance for any specific account it considers as doubtful based on the particular circumstances of the account. Additional allowances could be required if we receive information that the financial condition of our customers has deteriorated, resulting in an impairment of their ability to make payments, or there are indicators that amounts receivable will become uncollectible.

Inventories

As disclosed in Note 2.3 to the Consolidated Financial Statements, the Company writes down the carrying value of its inventory to the lower of cost or net realizable value. The estimated net realizable value of the inventory is based on historical usage and assumptions about future demand, future product purchase commitments, estimated manufacturing yield levels and market conditions on a product-by-product basis. Actual demand may differ from the forecast established by the Company, which may materially impact recorded inventory values and cost of revenue.

F- 21

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Share-based compensation

As disclosed in Note 13 to the Consolidated Financial Statements, the Company has various share-based compensation plans for employees and non-employees that may be affected, as to the expense recorded in the Consolidated Statements of Operations, by changes in valuation assumptions. Fair value of stock options is estimated by using the binomial model on the date of grant based on certain assumptions, including, among others expected volatility, the expected option term, the risk-free interest rate and the expected dividend payout rate. The fair value of the Company’s shares underlying stock option grants equals the closing price on the New York Stock Exchange on the date of grant.

Fair value of financial instruments

Fair value corresponds to the quoted price for listed financial assets and liabilities. The Company determined that the fair values of cash, trade receivables and trade payables approximate their carrying amounts largely due to the short-term maturities of these instruments.

Where no active market exists, the Company establishes fair value by using a valuation technique determined to be the most appropriate in the circumstances.

Regarding compound debt instruments, the fair value of debt component was determined at the date of issuance using a valuation model that requires judgment, including estimating the change in value of the Company at different dates and market yields applicable to the Company’s straight debt (without the conversion option). The assumptions used in calculating the value of the conversion option represent the Company’s best estimates based on management’s judgment and subjective future expectations.

Deferred Tax Assets and Liabilities

Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. Management makes assumptions, judgments and estimates to determine the Company’s deferred tax assets and liabilities particularly as it relates to whether it is probable that deferred tax assets will be realized.

Research and Development Costs

Costs incurred internally in research and development activities are charged to expense until technological feasibility has been established for the project. Once technological feasibility is established, development costs are capitalized until the product is available for general release to customers. Judgment is required in determining when technological feasibility of a product is established. We have determined that technological feasibility for our software products is reached after all high-risk development issues have been resolved. Generally, this occurs when the preliminary design review has been done.

Leases

The application of IFRS 16 “Leases” requires the Company to make assumptions and estimates in order to determine the value of the right-of-use assets and lease liabilities, which mainly relates to the determination of the Company’s incremental borrowing rate.

3. Segment information and Disaggregated Revenue Disclosures

The Company has one operating segment, which is the design and marketing of semiconductor components for cellular wireless systems. All information required to be disclosed under IFRS 8 Operating Segments is shown in the Consolidated Financial Statements and these associated Notes.

Sales to external customers disclosed below are based on the geographical location of the customers. The following table sets forth the Company’s total revenue by region for the periods indicated. The Company categorizes its total revenue geographically based on the location to which it invoices.

F- 22

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Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

		Year ended December 31,
		2017(1)				2018				2019
		(in thousands)
Asia :
Taiwan		$	8,126			$	16,704			$	11,387
Korea		373				261				6,813
China (including Hong-Kong)		21,819				11,638				2,139
Rest of Asia		2,291				1,911				106
Total Asia		32,609				30,514				20,445
United States of America		11,282				7,042				9,221
Rest of world		4,372				2,694				1,198
Total revenue		$	48,263			$	40,250			$	30,864

(1) In 2018, the Company adopted IFRS 15 using the modified retrospective application approach. Accordingly, prior period amounts have not been restated.

Of our total revenue, 99.8% is attributable to international sales for the year ended December 31, 2019 (99.6% for 2018 and 100% for 2017).

The Company categorizes its total revenue based on technology.

		Year ended December 31,
		2017(1)				2018				2019
		(in thousands)
Broadband and Critical IoT		$	27,900			$	11,657			$	10,431
Massive IoT		11,568				19,679				12,816
Vertical		8,795				8,914				7,617
Total revenue		$	48,263			$	40,250			$	30,864

(1) In 2018, the Company adopted IFRS 15 using the modified retrospective application approach. Accordingly, prior period amounts have not been restated.

Additionally, the Company categorize its total revenue based on product and other revenue.

		Year ended December 31,
		2017(1)				2018				2019
		(in thousands)
Product		$	37,353			$	28,938			$	21,947
License		2,838				2,707				2,578
Development and other services		8,072				8,605				6,339
Total revenue		$	48,263			$	40,250			$	30,864

(1) In 2018, the Company adopted IFRS 15 using the modified retrospective application approach. Accordingly, prior period amounts have not been restated.

The substantial majority of the Company’s non-current assets are held by the parent company, Sequans Communications S.A. and located in France. See Note 20.3 to these Consolidated Financial Statements for information about major customers.

F- 23

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4. Other income and expenses

4.1. Financial income and expenses

Financial income:

	Year ended December 31,
	2017				2018				2019
	(in thousands)
Income from short-term investments and term deposits and other finance revenue	$	60			$	71			$	50
Foreign exchange gain	2,027				1,774				2,116
Total financial income	$	2,087			$	1,845			$	2,166

Financial expenses:

	Year ended December 31,
	2017				2018				2019
	(in thousands)
Interest on loans	$	4,153			$	4,971			$	7,864
Interest on lease contracts (see Note 15)	—				—				622
Interest on financing component of long term development services agreement (see note 18)	—				—				619
Interest on supplier payable with extended payment terms	213				—				—
Other bank fees and financial charges	306				476				538
Other financial expenses	—				400				—
Convertible debt amendments	322				265				—
Foreign exchange loss	3,428				1,408				2,045
Total financial expenses	$	8,422			$	7,520			$	11,688

For the year ended December 31, 2019, interest on loans included $7,732,000 related to convertible debts issued in 2019, 2018, 2016 and 2015, the venture debt issued in 2018 and government loans granted in 2015 ($4,872,000 and $4,094,000 for the years ended December 31, 2018 and 2017, respectively) and interest on an upfront payment related to a development services agreement. (See Notes 14.1 and 19 to the Consolidated Financial Statements).

The net foreign exchange gain of $71,000 for the year ended December 31, 2019 (2018: net foreign exchange gain of $366,000; 2017: net foreign exchange loss $1,401,000) arises primarily from euro-based monetary liabilities.

For the year ended December 31, 2018, net expense of $265,000 ($322,000 for the year ended December 31, 2017) was recognized related to the convertible debt amendments and other financial expenses of $400,000 correspond to costs related to the early retirement of debt after the repayment (see Note 14.1 to the Consolidated Financial Statements).

4.2. Cost of revenue and operating expenses

The tables below present the cost of revenue and operating expenses by nature of expense :

F- 24

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Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

				Year ended December 31,
		Note		2017				2018				2019
				(in thousands)
Included in cost of revenue:
Cost of components				$	22,137			$	19,058			$	14,039
Depreciation and impairment		7		1,037				1,088				959
Amortization of intangible assets		8		157				158				159
Wages and benefits				2,233				2,368				1,780
Share-based payment expense		13		7				8				10
Assembly services, royalties and other				1,551				1,682				1,538
				$	27,122			$	24,362			$	18,485

				Year ended December 31,
		Note		2017				2018				2019
				(in thousands)
Included in operating expenses (between gross profit and operating result):
Depreciation and impairment		7		$	1,723			$	1,972			$	3,167
Amortization of intangible assets		8		2,658				2,945				4,120
Wages and benefits				26,044				27,616				25,052
Share-based payment expense		13		1,631				1,804				1,787
Foreign exchange gains and losses related to hedges of euro				99				(27		)		71
Other, net				8,511				13,095				6,140
				$	40,666			$	47,405			$	40,337

4.3. Employee benefits expense

				Year ended December 31,
		Note		2017				2018				2019
				(in thousands)
Wages and salaries				$	21,535			$	22,501			$	19,953
Social security costs and other payroll taxes				6,584				7,286				6,748
Other benefits				58				125				161
Pension costs				100				72				25
Share-based payment expenses		13		1,638				1,812				1,797
Total employee benefits expense				$	29,915			$	31,796			$	28,684

The amount recognized as an expense for defined contributions plans amounts to $1,254,000 for the year ended December 31, 2019 ($1,230,000 and $1,369,000 for the years ended December 31, 2017 and 2018, respectively).

4.4. Research and development expense and tax credit receivable

The research tax credit in France is deducted from corporate income taxes due; if taxes due are not sufficient to cover the full amount of the credit, the balance is received in cash three years later (one year later if the Company is below certain size criteria, which was the case for each of the years ended December 31, 2019, 2018 and 2017). Total research tax credit receivable as of December 31, 2019 is $2,860,000, relating to tax credits receivables for 2019, which are expected to be recovered in 2020 in cash.

The Company also has research tax credits available in the United Kingdom. 

F- 25

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Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

In the year ended December 31, 2017, 2018 and 2019, the Company capitalized costs related to the development of the chipsets for LTE Category M and NB-IoT (the Monarch, Monarch N, Monarch 2) and LTE Category 1, Calliope 2, and related to certification.

The reduction of research and development expense from government grants, research tax credit and development costs capitalized was as follows:

		Year ended December 31,
		2017				2018				2019
		(in thousands)
Research and development costs		$	33,318			$	34,969			$	31,113
Research tax credit		(3,345		)		(3,027		)		(3,123		)
Government and other grants		(3,072		)		(1,104		)		(247		)
Development costs capitalized (*)		(1,931		)		(3,376		)		(5,020		)
Amortization of capitalized development costs		232				447				1,076
Total research and development expense		$	25,202			$	27,909			$	23,799

(*) Net of Research tax credit for $606,000, $459,000 and $259,000 for the years ended December 31, 2019, 2018 and 2017, respectively.

5. Income tax

The major components of income tax expense are:

		Year ended December 31,
		2017				2018				2019
		(in thousands)
Consolidated Statement of Operations
Current income tax expense		$	273			$	210			$	251
Deferred income tax expense (benefit)		27				(1,178		)		(1,034		)
Income tax expense (benefit) reported in the Consolidated Statement of Operations		$	300			$	(968	)		$	(783	)

A reconciliation of income taxes computed at the French statutory rate (34.43% for the year ended December 31, 2017 and 28% for the years ended December 31, 2018 and 2019) to the income tax expense (benefit) is as follows:

		Year ended December 31,
		2017				2018				2019
		(in thousands)
Profit (loss) before income taxes		$	(25,860	)		$	(37,192	)		$	(37,480	)
At France’s statutory income tax rate of 28% (34.43% in 2017)		(8,904		)		(10,269		)		(10,494		)
Non-deductible share-based payment expense		564				507				503
Tax credits		(1,152		)		(848		)		(874		)
Permanent differences and other		(329		)		(596		)		39
Unrecognized benefit of tax losses carryforward		10,121				10,238				10,043
Income tax expense (income) reported in the Consolidated Statement of Operations		$	300			$	(968	)		$	(783	)

Significant components of the Company’s deferred tax assets and liabilities are as follows:

F- 26

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		Consolidated Statement of Financial Position												Equity											Consolidated Statement of Operations
		December 31,												December 31,											Year ended December 31,
		2017				2018				2019				2017			2018				2019				2017				2018				2019
		(in thousands)												(in thousands)											(in thousands)
Government loan		46				47				46				—			—				—				(1		)		—				(1		)
Intangible assets		71				71				24				—			—				—				(16		)		—				(47		)
Lease contracts		—				—				(8		)		—			—				—				—				—				(8		)
Cash flow hedge		7				(1		)		(3		)		—			—				—				14				(8		)		(2		)
Remeasurement of non-monetary accounts		(249		)		99				(103		)		—			—				—				(502		)		348				(202		)
Convertible debts and venture debt - liability		798				2,053				1,901				—			1,818				773				798				(563		)		(925		)
Other provisions and accruals		(22		)		(22		)		(310		)		—			—				—				—				—				(288		)
From subsidiaries		52				35				19				—			—				—				30				(17		)		(16		)
Loss available for offsetting against future taxable income		(651		)		(1,591		)		(1,137		)		—			—				—				(296		)		(938		)		455
Total		$	52			$	691			$	429			—			$	1,818			$	773			$	27			$	(1,178	)		$	(1,034	)

The changes in deferred tax assets and liabilities were as follows :

		2017				2018				2019
		(in thousands)
At January 1st		$	22			$	52			$	691
Tax expense (income) during the year recognized in Profit or Loss		27				(1,178		)		(1,034		)
Tax expense during the year recognized in equity (1)		—				1,818				773
Effect of foreign exchange		3				(1		)		(1		)
At December 31st		$	52			$	691			$	429

(1) Relates to the split accounting of the convertible debts and the venture debt issued with an equity component.

As of December 31, 2019 the Company had accumulated tax losses which arose in France of $294,017,000 that are available for offset against future taxable profits of Sequans Communications S.A within a limit of one million euro per year, plus 50% of the profit exceeding this limit. Remaining unapplied losses would continue to be carried forward indefinitely.

Deferred tax assets were recognized in 2017, 2018 and 2019 only to the extent that deferred tax liabilities existed relating to the same taxable entity, which are expected to reverse in the same period as the asset or into which a tax loss may be carried forward.

6. Earnings (loss) per share

Basic earnings (loss) per share and American Deposit Shares (ADS) amounts are calculated by dividing net income (loss) for the year attributable to all shareholders of the Company by the weighted average number of all shares or ADS outstanding during the year.

Diluted earnings per share and ADS amounts are calculated by dividing the net earnings attributable to equity holders of the Company by the weighted average number of shares or ADS outstanding during the year plus the weighted average number of shares or ADS that would be issued on the exercise of all the dilutive stock options and warrants, and upon vesting of restricted stock awards as well as conversion of convertible debt. Dilution is defined as a reduction of earnings per share or ADS or an increase of loss per share or ADS. As the exercise of all outstanding stock options and warrants as well as vesting as restricted stock awards and conversion of convertible debt, would decrease loss per ordinary share or ADS, they are considered to be anti-dilutive and excluded from the calculation of loss per ordinary share or ADS.

F- 27

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On November 29, 2019, the Company modified the ratio of shares per ADS from one share per ADS to four shares per ADS. Basic and diluted earnings (loss) per ADS presented below were retrospectively adjusted to give effect to the ADS ratio change of November 29, 2019 following which each ADS represents 4 ordinary shares.

The following reflects the income and share data used in the basic and diluted earnings (loss) per ordinary share and ADS computations:

		Year ended December 31,
		2017				2018				2019
		(in thousands, except share and per share data)
Profit (Loss)		$	(26,160	)		$	(36,224	)		$	(36,697	)
Weighted average number of shares outstanding for basic EPS		77,668,404				93,767,005				95,008,518
Net effect of dilutive stock options		—				—				—
Net effect of dilutive warrants		—				—				—
Net effect of vesting of restricted stock		—				—				—
Net effect of conversion of convertible notes		—				—				—
Weighted average number of shares outstanding for diluted EPS		77,668,404				93,767,005				95,008,518
Basic earnings (loss) per share		$	(0.34	)		$	(0.39	)		$	(0.39	)
Diluted earnings (loss) per share		$	(0.34	)		$	(0.39	)		$	(0.39	)
ADS outstanding for basic and diluted earnings (loss) per ADS		19,417,101				23,441,751				23,752,130
Basic earnings (loss) per ADS		$	(1.35	)		$	(1.55	)		$	(1.54	)
Diluted earnings (loss) per ADS		$	(1.35	)		$	(1.55	)		$	(1.54	)

F- 28

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7. Property, plant and equipment

Property, plant and equipment include:

		Leasehold improvements				Plant and equipment				IT and office equipment				Right of use				Total
		(in thousands)
Cost:
At January 1, 2017		$	1,303			$	27,150			$	3,749			—				$	32,202
Additions		9				2,979				58				—				3,046
Disposals		(87		)		(4,327		)		(81		)		—				(4,495		)
Exchange difference		17				111				35				—				163
At December 31, 2017		1,242				25,913				3,761				—				30,916
Additions		34				2,248				80				—				2,362
Disposals		(30		)		(70		)		(203		)		—				(303		)
Reclassification		14				—				(14		)		—				—
Exchange difference		(7		)		(64		)		(16		)		—				(87		)
At December 31, 2018		1,253				28,027				3,608				—				32,888
Effect of adoption of new accounting standard - IFRS 16		—				—				—				4,556				4,556
At January 1, 2019		1,253				28,027				3,608				4,556				37,444
Additions		15				1,274				30				847				2,166
Disposals		—				(130		)		(15		)		—				(145		)
Exchange difference		3				32				11				—				46
At December 31, 2019		$	1,271			$	29,203			$	3,634			$	5,403			$	39,511
Depreciation and impairment:
At January 1, 2017		783				21,158				3,602				—				25,543
Depreciation charge for the year		226				2,405				129				—				2,760
Disposals		(87		)		(4,327		)		(81		)		—				(4,495		)
Reclassification		275				326				(601		)		—				—
Exchange difference		16				60				40				—				116
At December 31, 2017		1,213				19,622				3,089				—				23,924
Depreciation charge for the year		188				2,705				167				—				3,060
Disposals		(18		)		(70		)		(203		)		—				(291		)
Reclassification		(418		)		—				418				—				—
Exchange difference		(8		)		(55		)		(13		)		—				(76		)
At December 31, 2018		957				22,202				3,458				—				26,617
Depreciation charge for the year		190				2,430				96				1,354				4,070
Impairment		—				56				—				—				56
Disposals		—				(120		)		(15		)		—				(135		)
Exchange difference		4				30				11				—				45
At December 31, 2019		$	1,151			$	24,598			$	3,550			1,354				$	30,653
Net book value:
At January 1, 2017		$	520			$	5,992			$	147			—				$	6,659
At December 31, 2017		29				6,291				672				—				6,992
At December 31, 2018		296				5,825				150				—				6,271
At December 31, 2019		$	120			$	4,605			$	84			4,049				$	8,858

Right-of-use assets as of December 31, 2019 relate to real-estate leases ($5,006,000, gross) as well as IT and office equipment leases ($397,000, gross).

F- 29

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Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

8. Intangible assets

Intangible assets include:

	Capitalized development costs				Licenses				Total
	(in thousands)
Cost:
At January 1, 2017	$	409			$	17,706			$	18,115
Additions	1,931				2,710				4,641
Disposals	—				(64		)		(64		)
Exchange difference	—				23				23
At December 31, 2017	2,340				20,375				22,715
Additions	3,377				2,576				5,953
Disposals	—				(3,834		)		(3,834		)
Exchange difference	—				(13		)		(13		)
At December 31, 2018	5,717				19,104				24,821
Additions	5,020				3,752				8,772
Disposals	—				(2,045		)		(2,045		)
Exchange difference	—				7				7
At December 31, 2019	$	10,737			$	20,818			$	31,555
Depreciation and impairment:
At January 1, 2017	—				10,408				10,408
Amortization	233				2,582				2,815
Disposals	—				(64		)		(64		)
Exchange difference	—				(6		)		(6		)
At December 31, 2017	233				12,920				13,153
Amortization	447				2,656				3,103
Disposals	—				(3,834		)		(3,834		)
Exchange difference	—				(10		)		(10		)
At December 31, 2018	680				11,732				12,412
Amortization	1,075				3,204				4,279
Disposals	—				(1,838		)		(1,838		)
Exchange difference	—				6				6
At December 31, 2019	$	1,755			$	13,104			$	14,859
Net book value:
At January 1, 2017	409				$	7,298			$	7,707
At December 31, 2017	2,107				7,455				9,562
At December 31, 2018	5,037				7,372				12,409
At December 31, 2019	$	8,982			$	7,714			$	16,696

F- 30

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9. Inventories

		At December 31,
		2017				2018				2019
		(in thousands)
Components		$	2,964			$	4,242			$	2,645
Finished goods		5,035				4,502				4,702
Total inventories at cost		$	7,999			$	8,744			$	7,347
Depreciation of components		$	30			$	—			$	2
Depreciation of finished goods		593				501				681
Total depreciation		$	623			$	501			$	683
Components, net		$	2,934			$	4,242			$	2,643
Finished goods, at the lower of cost and net realizable value		4,442				4,001				4,021
Total net inventories		$	7,376			$	8,243			$	6,664

In the year ended December 31, 2017, all the WiMAX inventory, fully depreciated in previous years, was physically scrapped, resulting in a provision reversal of $2,755,000. The Company also depreciated the value of inventory for one LTE product for which units on hand were in excess of the units needed to serve the expected demand for identified customers and projects. This resulted in a provision of $199,000. The Company further depreciated $265,000 in 2017 related to goods damaged during production over the course of the year (recovered from a manufacturing supplier in 2018 in line with the amounts recorded under Prepaid Expenses and Other Receivables as of December 31, 2017).

In the year ended December 31, 2018, the goods damaged and depreciated in 2017 were physically scrapped resulting in a provision reversal of $265,000. The remaining amount of $501,000 in depreciation is related to finished goods that have been damaged or units on hand in excess of the units needed to serve the expected demand for identified customers and projects.

In the year ended December 31, 2019, the amount of $681,000 in depreciation is related to finished goods that have been damaged or units on hand in excess of the units needed to serve the expected demand for identified customers and projects.

10. Trade receivables and contract assets

Trade receivables and contract assets are non-interest bearing and generally have 30-90 day payment terms.

		At December 31,
		2017				2018				2019
		(in thousands)
Trade receivables		$	18,754			$	16,758			$	11,957
Contract assets		3,112				2,707				1,587
Unbilled revenue		355				105				—
Unissued credit notes		(485		)		(1,094		)		(848		)
Provisions on trade receivables		(810		)		(2,592		)		(2,719		)
Net trade receivables		$	20,926			$	15,884			$	9,977

In the years ended December 31, 2017, 2018 and 2019, the Company recorded unissued credit notes related to special customers programs such as rebates.

The movements in the provision for impairment of receivables were as follows:

F- 31

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Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

		December 31,
		2017				2018				2019
		(in thousands)
At January 1,		$	628			$	810			$	2,592
Charge for the year		182				1,782				515
Utilized amounts		$	—			$	—			$	(388	)
At year end		$	810			$	2,592			$	2,719

In the year ended December 31, 2018, the Company recognized a provision for impairment of $1,782,000 included in the Consolidated Statement of Operations in "General and administrative". In the year ended December 31, 2019, the Company impaired additional trade receivables for $515,000. Trade receivables impaired are related primarily to significantly aged receivables, which the Company no longer expects to collect although still subject to enforcement.

As at year end, the aging analysis of trade receivables and contract assets that were not impaired is as follows:

		Total				Neither past due nor Impaired				Past due but not impaired
										<30 days				30-60 days				60-120 days				>120 days
		(in thousands)
At December 31, 2017		$	20,926			$	12,746			$	4,771			$	1,036			$	1,673			$	700
At December 31, 2018		$	15,884			$	7,421			$	5,155			$	49			$	471			$	2,788
At December 31, 2019		$	9,977			$	6,265			$	2,125			$	130			$	371			$	1,086

The Company does not assign credit risk rating grades to its trade receivables, but assess credit risk at the customer level.

11. Cash and cash equivalents

		At December 31,
		2017				2018				2019
		(in thousands)
Cash at banks		$	2,039			$	4,577			$	2,591
Cash equivalents		909				7,509				11,507
Cash and cash equivalents		$	2,948			$	12,086			$	14,098

Cash at banks earns no interest. Cash equivalents in money market funds and term deposits are invested for short-term periods depending on the immediate cash requirements of the Company, and earn interest at market rates for short-term investments. The fair value of cash and cash equivalents is equal to book value. Most of the cash and cash equivalents is held in U.S. dollar and euros as follows:

F- 32

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Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

		At December 31,
		2017				2018				2019
		(in thousands)
U.S. dollar denominated accounts		$	1,343			$	4,411			$	13,702
Euro denominated accounts		1,503				7,545				301
GBP denominated accounts		30				30				37
SGP denominated accounts		16				53				12
NIS denominated accounts		11				21				19
RMB denominated accounts		21				7				11
Other currencies denominated accounts		24				19				16
Cash and cash equivalents		$	2,948			$	12,086			$	14,098

12. Issued capital and reserves

The share capital of Sequans Communications S.A. is denominated in euros, as required by law in France. Any distributions to shareholders are denominated in euros. Amounts of capital and reserves presented in the Consolidated Statements of Financial Position in U.S. dollars have been translated using historical exchange rates.

Authorized capital, in number of shares

Authorized capital includes all shares issued as well as all potential shares which may be issued upon exercise of stock options, founders' warrants, other warrants, restricted share awards and conversion of convertible debt, or which the shareholders have otherwise authorized for specific capital increases. At December 31, 2019, following resolutions for capital increases approved by the shareholders in June 2019, authorized capital was 244,254,014 ordinary shares with a nominal of €0.02 each (139,359,831 and 156,960,089 ordinary shares at December 31, 2017 and 2018, respectively).

There is one category of authorized shares: ordinary shares. On November 29, 2019, the Company modified the ratio of shares per ADS from one share per ADS to four shares per ADS.

Shares issued and fully paid

		At December 31,
		2017							2018							2019
		Shares			Amount				Shares			Amount				Shares			Amount
		(in thousands, except for share data)
Ordinary shares		80,024,707			€	1,597			94,732,539			€	1,895			95,587,146			€	1,912
Converted to U.S. dollars at historical exchange rates					$	2,031						$	2,384						$	2,403

Other capital reserves

Other capital reserves include the accumulated share-based payment expense as of period end, the counterpart of which is in retained earnings (accumulated deficit) as the expense is reflected in profit and loss, as well as the fair value of the convertible debt embedded derivatives at the time of conversion rate was fixed in 2016, the change in fair value of the conversion options at resulting from the 2017 and 2018 amendments, the value of the conversion option of the 2018 and 2019 convertibles, the value of warrants issued to the holder of the 2015 convertible note in connection with the September 2018 amendment, the value of warrants issued to the holder of the venture debt and the deferred tax impact related to the equity component of the convertible debts and venture debt.

Dividend rights

Dividends may be distributed from the statutory retained earnings and additional paid-in capital, subject to the requirements of French law and the by-laws of Sequans Communications S.A. There were no distributable retained earnings at December 31, 2017, 2018 or 2019. Dividend distributions by the Company, if any, will be made in euros.

F- 33

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Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

Capital transactions

On February 18, 2019, the Company issued warrants to purchase 9,392,986 ordinary shares to a strategic investor for a total subscription price of $8,360,000. The warrants are exercisable upon 61 days' notice to Sequans at an exercise price of €0.02 per share (€0.08 per ADS). The warrants expire 15 years from the issuance date. Upon issuance of the warrants, $8,360,000 was recorded in share premium in the Consolidated Statement of Financial Position.

On January 17, 2018, the Company increased its capital in connection with a public offering by issuing 14,375,000 ordinary shares (including 1,875,000 shares from the underwriters' over-allotment option) at $1.60 per share ($6.4 per ADS). The total offering amounted to $23,000,000. Accordingly, issued capital in the Consolidated Statement of Financial Position was increased by $352,369 recorded in share capital and $22,647,631 in share premium. Costs directly attributable to the equity transaction amounting to approximately $2.2 million were deducted from the share premium.

On June 16, 2017, the Company increased its capital in connection with a public offering by issuing 4,312,500 ordinary shares (including 562,500 shares from the underwriters' over-allotment option) at $3.80 per share ($15.2 per ADS). The total offering amounted to $16,387,500. Accordingly, issued capital in the Consolidated Statement of Financial Position was increased by $96,246 recorded in share capital and $16,291,254 in share premium. Costs directly attributable to the equity transaction amounting to approximately $1.5 million were deducted from the share premium.

On May 9, 2017, a holder of convertible notes issued in 2016 with a principal value of $160,000 converted the debt, plus accrued interest of $11,594 into a total of 63,258 ordinary shares. $1,380 was recorded in share capital in the Consolidated Statement of Financial Position and $165,114 in share premium.

In the years ended December 31, 2017, 2018 and 2019, ordinary shares were issued upon exercise of options and warrants as described in Note 13 to the Consolidated Financial Statements.

13. Share-based payment plans

The expense recognized for employee and other services received during the year ended December 31, 2019 and arising from equity-settled share-based payment transactions was $1,797,000 (2017: $1,638,000; 2018: $1,812,000). Of this total, $22,000 in 2019 (2017: $14,000; 2018: $24,000), related to warrants plans for consultants considered equivalent to employees.

Founders' warrants, stock options, warrants and restricted share awards give the right to acquire ordinary shares. Following completion of the initial public offering of the Company’s shares, the exercise price for options and warrants is based on the closing market price on the date of grant. There is no exercise price for restricted share awards; the beneficiary receives title to the underlying ordinary shares with no cash payment at the end of the vesting period. In general, the contractual life of the founders' warrants, stock options and warrants is ten years. There are no cash settlement alternatives, and the Company has not developed a practice of cash settlement.

There have been no cancellations or modifications to any of the plans during the years ended December 31, 2017, 2018 or 2019.

General employee stock option, founders warrant plans and restricted shares awards

All employees of the French parent company and its subsidiaries are entitled to a grant of stock options or restricted shares awards. Founders' warrants were granted to residents of France prior to the Company’s IPO. Founders' warrants are a specific type of option available to qualifying young companies in France and had more favorable tax treatment for both the employee and the employer compared to stock options. Otherwise, founders' warrants function in the same manner as stock options.

In general, vesting of the founders' warrants and stock options occurs over four years, with 25% vesting after the first anniversary of grant and the remaining 75% vesting monthly over the remaining 36 months. Restricted shares awards (RSA) vest over four years, with either 25% vesting after the 1-year anniversary of the grant and the remaining 75% of the grant vesting quarterly over the remaining 3 years, or with 50% vesting after the 2-year anniversary of the grant and the remaining 50% vesting quarterly over the remaining 2 years. From time to time, vesting of founders' warrants, stock options and restricted shares may be linked to employee performance with different vesting periods. Vested restricted shares may be sold only beginning two years after the date of grant.

All expenses related to these plans have been recorded in the Consolidated Statement of Operations in the same line items as the related employees’ cash-based compensation.

F- 34

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Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

Warrant plans for board members and consultants

The Company awards warrants to members of the board of directors following approval by the shareholders and to a limited number of consultants who have long-term relationships with the Company. Vesting may be either over a two-year, three-year or four-year period, or may be immediate, depending on the nature of the service contract. All expenses related to these plans have been recorded in the Consolidated Statements of Operations in the same line items as the related service provider’s cash-based compensation.

Movements in the periods presented

The following table illustrates the number of shares and weighted average exercise prices (WAEP) of, and movements in, founders' warrants, stock options and warrants during the period:

		December 31,
		2017							2018							2019
		Number			WAEP				Number			WAEP				Number			WAEP
Outstanding at January 1,		7,177,500			$	3.55			6,197,848			$	3.59			5,983,452			$	3.50
Granted during the year		230,000			$	3.39			250,000			$	1.93			312,000			$	0.89
Forfeited during the year		(336,365	)		$	4.75			(269,082	)		$	2.84			(452,992	)		$	2.56
Exercised during the year(1)		(431,790	)		$	2.28			(14,814	)		$	1.85			—			$	—
Expired during the year		(441,497	)		$	3.25			(180,500	)		$	5.67			(70,500	)		$	1.34
Outstanding at period end		6,197,848			$	3.59			5,983,452			$	3.50			5,771,960			$	3.46
Of which, warrants for consultants equivalent to employees		151,500			$	3.29			180,500			$	2.75			177,500			$	2.70
Exercisable at period end		4,900,052			$	3.90			5,194,187			$	3.62			5,114,422			$	3.55
Of which, warrants for consultants equivalent to employees		131,917			$	3.51			143,833			$	3.11			160,833			$	2.84

________________________

(1)	The weighted average share estimated fair value at the dates of exercise of these options was $2.20 in 2018 and $3.49 in 2017.

The following table illustrates the number of, and movements in, restricted shares awards (RSA) during the period:

		December 31,
		2017			2018			2019
Outstanding at January 1,		634,720			1,467,166			2,746,181
Granted during the year		1,002,650			1,803,550			4,180,218
Forfeited during the year		(15,200	)		(206,517	)		(184,314	)
Vested during the year		(155,004	)		(318,018	)		(858,898	)
Outstanding at period end		1,467,166			2,746,181			5,883,187

Prior to the initial public offering in April 2011, exercise prices were denominated in euros. Since the IPO, exercise prices are denominated in U.S. dollars. Euro-denominated exercise prices were converted to U.S. dollars at the historical exchange rate for purposes of presentation in this table.

The weighted average remaining contractual life of founders' warrants, stock options and warrants outstanding as at December 31, 2019 was 4.3 years (2018: 5.2 years; 2017: 6.0 years).

The range of exercise prices, with euro-denominated exercise prices converted to U.S. dollars at the year-end exchange rate, for founders' warrants, stock options, and warrants outstanding at December 31, 2019, 2018 and 2017 was $1.20—$8.50.

The weighted average fair value of founders' warrants, stock options and warrants granted during the year ended December 31, 2019 was €0.37 (2018: €0.88 ; 2017: €1.52). The weighted average fair value of the restricted shares awards granted during the year ended December 31, 2019 was €0.67 (2018: €1.00; 2017: €2.15). The fair value is measured at the grant date. The

F- 35

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Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

following table lists the inputs to the models used for determining the value of the grants made for the years ended December 31, 2017, 2018 and 2019:

		December 31,
		2017			2018			2019
Dividend yield (%)		—			—			—
Expected volatility (%)		63 - 64			68 - 70			55
Risk–free interest rate (%)		0.43			0			0.00
Assumed annual lapse rate of awards (%)		10 for RSA 2 for stock options, warrants and a limited group of beneficiaries			10 for RSA 2 for stock options, warrants and a limited group of beneficiaries			10 for all except 2 for warrants and a limited group of beneficiaries
Sell price multiple (applied to exercise price)		2			2			2
Weighted average share price (€)		2.30			1.08			0.68
Model used		Binomial			Binomial			Binomial

For the years ended December 31, 2019, 2018 and 2017 the expected volatility assumption is based on the Company’s volatility since its initial public offering in 2011.

Founders' warrants, stock options and warrants can be exercised during a period after the vesting date until the plan terminates. In the pricing model, the assumption was made that plan participants will exercise before the end of the exercise period if the share price reaches a certain multiple of the exercise price.

If a sell-price multiple of 3 instead of 2 had been used (no impact on the restricted shares) and if the weighted average share price used in the pricing model had been decreased by 10%, share-based payment total compensation for founders' warrants, stock options, warrants and restricted shares awards granted through December 31, 2019 would have decreased by approximately (9.46)% (2018: (8.63)%; 2017: (8.73)%).

The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome.

14. Interest-bearing loans and borrowings

					At December 31,
		Note			2017				2018				2019
					(in thousands)
Current
Convertible debt		14.1			—				—				7,329
Venture debt		14.2			—				823				5,109
Interest-bearing receivables financing		14.3			7,413				10,295				4,068
Total current portion					$	7,413			$	11,118			$	16,506
Non-current
Convertible debt		14.1			$	17,063			$	19,723			$	23,342
Venture debt		14.2			—				11,811				7,071
Total non-current portion					$	17,063			$	31,534			$	30,413

As of December 31, 2019, the Company had no drawn or undrawn committed borrowing or overdraft facilities in place.

F- 36

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Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

14.1. Convertible debt

On April 14, 2015, the Company entered into a convertible note agreement with Nokomis Capital, L.L.C., one of the Company’s existing shareholders, regarding the issuance and sale of a convertible note in the principal amount of $12 million (the “2015 note”), which note was convertible into the Company’s shares, nominal value €0.02 per share, at a conversion rate of 540.5405 shares for each $1,000 principal amount of the 2015 note, subject to certain adjustments, which equated to an initial conversion price of $1.85 per share. On October 30, 2017, the convertible note was amended to extend the term from April 14, 2018 to April 14, 2019. On September 27, 2018, the convertible note was further amended to extend the term by two years to April 14, 2021, and to decrease the conversion price from $1.85 to $1.70 per share. In addition, the Company issued to Nokomis, for a total subscription price of $1.00, warrants to acquire 1,800,000 shares at an exercise price of $1.70 per share. Such warrants are exercisable at any time and expire April 14, 2021.

On April 27, 2016, the Company entered into a convertible note agreement with Nokomis Capital, L.L.C. and two other financial institutions (the “Holders”) regarding the issuance and sale of convertible notes in the aggregate principal amount of $7.16 million (the “2016 notes”), which are convertible into the Company’s shares. The initial conversion price of the 2016 notes was $2.7126 per share. On October 30, 2017, the convertible note agreement was amended to extend the term from April 27, 2019 to April 27, 2020. In addition, the conversion price was decreased from $2.71 to $2.25 per share.

On September 27, 2018, the Company entered into a convertible note agreement with Nokomis Capital, L.L.C. in the principal amount of $4.5 million (the "2018 notes") under which the convertible note matures in April 2021 and is subordinated to certain venture debt to be issued by the Company and is convertible, at the holder’s option, into the company’s shares at a conversion rate of $1.70 per share. On September 27, 2018, all of the convertible notes issued in 2015 and convertible notes with a principal amount of $6 million issued in 2016 were amended to allow the convertible notes to be subordinated to certain venture debt to be issued by the Company.

On October 26, 2018, the Company further amended the 2015 note, the 2016 note and the 2018 note with Nokomis to clarify the terms of the subordination of these convertible notes to the Company’s venture debt holder.

On May 7, 2019, the Company entered into a convertible note agreement with Nokomis Capital, L.L.C. in the principal amount of $3.0 million (the "2019-1 notes"). The convertible note matures in April 2021 and is convertible, at the holder’s option, into the Company’s shares at a conversion rate of $1.21 per share.

On August 16, 2019, the Company entered into a convertible note agreement with Nokomis Capital, L.L.C. in the principal amount of $5.0 million (the "2019-2 notes"). The convertible note matures in August 2022 and is convertible, at the holder’s option, into the Company’s shares at a conversion rate of $1.03 per share.

Effective February 11, 2020, the Company amended the terms of the convertible note issued April 27, 2016 to Nokomis Capital, L.L.C., to extend the maturity of the note to April 14, 2021. In addition, the conversion price was reduced from $2.25 to $1.225 per ordinary share (See Note 23 to the Consolidated Financial Statements).

Effective March 20, 2020, the convertible notes issued in April 2015, April 2016, September 2018, May 2019 and August 2019 were amended to grant the Company three options to extend the term of each note, except for the August 2019 which has two options. Each option will give the Company the right to extend the term of such note by one year and consequently reset the conversion price to a 20% premium above the 20-day volume weighted average price (VWAP) if it is lower than the existing conversion price. On the first option exercise, the payment-in-kind interest (PIK) will stay at 7% but the holder will be granted a warrant for 10% of the value of the note with a three year term, at an exercise price of 20% premium above 20-day VWAP. On the second option exercise, the PIK will be adjusted to 9.5%, the previous warrants granted on the first option exercise will be extended by one year and the holder will be granted an additional warrant for 15% of the value of the note with a three year term, at an exercise price of 20% premium above 20-day VWAP. On the third option exercise, the PIK will be adjusted to 13.5%, and the holder will be granted an additional warrant for 20% of the value of the note with a three year term, at an exercise price of 20% premium above 20-day VWAP. If at any time, the holder converts a note prior to the date of April 2022, it will receive an extra year’s worth of PIK so as to incentivize early conversion. In consideration for entering into the amendments, the warrants that Nokomis owns that were scheduled to expire April 2021 were extended to April 2024 upon the signing of the note amendments.

The 2015, 2016, 2018 and 2019 notes (together, “the Notes”) are unsecured obligations of the Company. The Notes issued in 2015, 2016, 2018 and in May 2019 will mature on April 14, 2021, and the 2019-2 note will mature on August 16, 2022, except if the Company exercises its option to extend the term of the notes as provided in the March 20, 2020 amendments. The Notes are not redeemable prior to maturity at the option of the Company. The accreted principal amounts of the notes are convertible

F- 37

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Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

at any time or times on or after the issuance dates until maturity, in whole or in part, subject to certain adjustments for significant corporate events, including dilutive issuances, dividends, stock splits and other similar events. Interest accrues on the unconverted portion of the notes at the rate of 7% per year (unless the above options are exercised), paid in kind annually on the anniversaries of the issuance of the Notes. The notes also provide for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the notes to become or to be declared due and payable.

In the event of a recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company’s assets or other transaction, which in each case results in the Company’s shareholders receiving stock, securities or assets with respect to or in exchange for their ADSs or ordinary shares, the holders shall elect, at their option, either (a) to require the Company to repurchase for cash the entire accreted principal amount of the Notes or (b) to convert the Notes in their entirety.

The Notes contain customary ongoing covenants of the Company. In addition, the Notes provide that the Company will not grant a consensual security interest or pledge its personal property assets to a third-party lender (with certain limited exceptions) during the time that the notes are outstanding. Any amendment or waiver of the terms of the Notes requires the affirmative consent of the holders.

The 2015 and 2016 notes were accounted for as compound financial instruments with two components:

•	A liability component reflecting the Company’s contractual obligation to pay interest and redeem the bonds in cash; and

•

An embedded derivative, which is the holder's call option whereby the Company can be required to issue a number of shares in exchange for notes, at a rate which may vary during the first twelve months after issuance of the 2015 note under certain contractual conditions and during the period beginning on April 28, 2016 and ending on May 12, 2016 for the 2016 notes, and at the fixed conversion rate for the 2018 note.

The initial fair value of the 2015 and 2016 notes was split between these two components.

The fair value of the liability component on the issuance date represented the fair value of a similar liability that does not have an associated equity conversion feature, calculated as the net present value of contractually determined future cash flows, discounted at the rate of interest applied by the market at the time of issue to instruments of comparable credit status and providing substantially the same cash flows, on the same terms, but without the conversion option. The Company used 24.26% and 25.69% as the market rate of interest in order to value the liability components of the 2015 and 2016 notes on issuance, respectively.

On April 14, 2016, when the conversion rate of the 2015 notes was fixed, the fair value of the embedded derivative was calculated to be $8,324,000 ($6,091,000 at December 31, 2015). Following the extension of the term, the change in fair value of the conversion option before and after the amendment was calculated to be $2,120,000 and was recorded as financial expense and in Other Capital Reserves in shareholders’ equity. The debt component on October 30, 2017 was remeasured to take into account the new term using the effective interest rate calculated at the date of issue. The debt was reduced by an amount of $1,994,000 recorded in financial income. Following the amendment signed in September 27, 2018, the fair value of the debt just prior to amendment was estimated in order to record a loss on extinguishment of $265,000 recorded as Convertible debt amendments in the Consolidated Statements of Operations. The amended debt was then recorded at its fair value assuming a market rate of interest, with the calculated value of the conversion option of $3,788,000 recorded in Other Capital Reserves in shareholders’ equity. In the amendment signed on September 27, 2018, the Company issued to Nokomis, for a total subscription price of $1.00, warrants to acquire 1,800,000 shares at an exercise price of $1.70 per share. Such warrants are exercisable at any time and initially expired April 14, 2021 (these warrants were extended to April 2024 upon the signing of the March 20, 2020 note amendments). The calculated value of these warrants amounted to $749,000, of which $523,000 was recorded as a reduction of the amount of debt.

The fair value of the embedded derivative of the 2016 notes on the issuance date of April 27, 2016 was recalculated to be $1,947,000 when the conversion rate of the 2016 Notes was fixed on May 12, 2016. Following the extension of the term and the decrease of the conversion price, the change in fair value of the conversion option before and after the amendment was calculated to be $1,298,000 and was recorded as financial expense and in Other Capital Reserves in shareholders’ equity. The debt component on October 30, 2017 was remeasured to take into account the new term using the effective interest rate calculated at the date of issue. The debt was reduced by an amount of $1,103,000 recorded in financial income.

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Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

The net impact of the October 30, 2017 amendments of the convertible notes recorded in financial expense amounted to $322,000.

On May 9, 2017, a Holder of 2016 notes with a principal value of $160,000 converted the debt, plus accrued interest of $11,594 into a total of 63,258 ordinary shares. On October 30, 2018 and in connection with entering into the venture debt issuance agreement, the Company retired convertible notes issued on April 27, 2016 and due on April 27, 2020, with a principal amount of $1 million, by paying the principal and accrued interest due as of October 30, 2018 to the noteholder. The Company recognized $400,000 in financial expense related to the early retirement of this debt after the repayment.

The 2018 and 2019 notes were accounted for as compound financial instruments with two components:

•	A liability component reflecting the Company’s contractual obligation to pay interest and redeem the bonds in cash; and

•	An equity component for the value of the conversion option.

The initial fair value of the notes was split between these two components.

The fair value of the equity component of the 2018 notes on the issuance date of September 27, 2018 was calculated to be $1,366,000 and was recorded in Other Capital Reserves in shareholders’ equity, net of transaction costs. The Company has used 23.81% as the market rate of interest in order to value the liability component of the note.

The fair value of the equity component of the 2019-1 and 2019-2 notes on the issuance date of May 7, 2019 and August 16, 2019 were calculated to be $989,000 and $1,874,000, respectively and were recorded in Other Capital Reserves in shareholders’ equity, net of transaction costs. The Company has used 31.22% and 25.36% as the market rate of interest in order to value the liability component of the 2019-1 and 2019-2 notes, respectively.

All remaining convertible notes issued in 2015, 2016, 2018 and 2019 are held by one institutional investor, Nokomis Capital.

On November 29, 2019, the Company modified the ratio of shares per ADS from one share per ADS to four shares per ADS. Consequently, the conversion rate of the convertible notes into ADS have been adjusted as follows:

Security	Contractual conversion rate/exercice price per share				Adjusted conversion rate/exercice price per ADS as of Nov 29, 2019
2015 notes, 2018 notes, warrants		$	1.70			$	6.80
2016 notes		$	2.25			$	9.00
2019-1 notes		$	1.21			$	4.84
2019-2 notes		$	1.03			$	4.12

14.2. Venture debt

On October 26, 2018, the Company entered into a bond issuance agreement with Harbert European Specialty Lending Company II S.a.r.l (the “Harbert”) whereby Harbert agreed to loan to the Company €12 million ($14.0 million using the exchange rate as of October 26, 2018), at a stated rate of interest of 9%, to be repaid monthly over 42 months (the “Bond”).The Company may redeem or repurchase the notes before the maturity date, subject to making certain contractual payments. The contract also requires the Company to pay an additional fee equal to 2.5% of the principal at the end of the term. The Bond is secured by various assets of the Company (See Note 20), including intellectual property, and is senior to all the convertible notes. Also on October 26, 2018, the Company issued to Harbert, for a total subscription price of $1.00, warrants to acquire 816,716 shares at an exercise price of $1.34 per share ($5.36 per ADS after the modification of the ratio of shares per ADS). Such warrants are exercisable at any time and expire October 26, 2028.

The amounts received from Harbert, net of transaction costs, were allocated to (i) the warrants for an amount of €712,000 ($819,000), which was recorded in Other Capital Reserves in shareholders’ equity, and (ii) the liability component for €10.9 million ($12.8 million).

During the first twelve months, Sequans was only required to make interest payments. Beginning in November 2019, the Company began to make monthly principal and interest payments of €448,000 ($503,000) which will continue over the remaining 28 months until April 26, 2022. Interest expense related to the venture debt recorded during the year ended December 31, 2019 amounted to $1,796,000 ($327,000 during the year ended December 31, 2018), of which $1,209,000 was

F- 39

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Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

paid during the period ($226,000 in 2018). Repayments of principal in November and December 2019 amounted to €719,000 ($801,000).

14.3. Interest-bearing financing of receivables

In June 2014, the Company entered into a factoring agreement with a French financial institution whereby a line of credit was made available equal to 90% of the face value of accounts receivable from product sales to qualifying customers, up to the amount covered by the Company's credit insurance per customer. In July 2017, the Company signed an amendment to the initial agreement to include limited financing of accounts receivable from service sales of $800,000. The Company transfers to the finance company all invoices issued to qualifying customers, and the customers are instructed to settle the invoices directly with the finance company. The Company pays a commission on the face value of the accounts receivable submitted and interest at the rate of 1.60% (LIBOR 3 months +1%) on any draw-down of the resulting line of credit. In the event that the customer does not pay the invoice within 60 days of the due date, the receivable is excluded from the line of credit, and recovery becomes the Company’s responsibility. At December 31, 2019, $4,068,000 ($10,295,000 at December 31, 2018 and $7,413,000 at December 31, 2017) had been drawn on the line of credit and recorded as a current borrowing.

15. Lease liabilities

The cumulative effect of initially applying IFRS 16 was recognized as an adjustment to the opening balance sheet at the date of initial application, January 1, 2019. The Company recognized right-of-use of assets of $4,563,000 (included in property, plant and equipment in the Consolidated Statements of Financial Position). Identified lease contracts mainly relate to real-estate rental agreements and IT and office equipment leases. At January 1, 2019, lease liabilities totaled $4,623,000 including non-current lease liabilities of $3,226,000 and current lease liabilities of $1,404,000. The lease liabilities were discounted at an incremental borrowing rate of 14.2%.

The table below present the carrying amounts of right-of-use assets recognized and the movements during the period:

	Real-estate				IT and office equipment				Total
	(In thousands)
As at January 1, 2019	$	4,159			397				4,556
Additions	847								847
Depreciation expense	(1,064		)		(290		)		(1,354		)
As at December 31, 2019	$	3,942			$	107			$	4,049

The table below present the carrying amounts of lease liabilities and the movements during the period:

	Lease liabilities				Current				Non-current
	(In thousands)
As at January 1, 2019	$	4,623			$	1,415			$	3,208
Additions	732
Interests expense	622
Foreign exchange gain (loss)	49
Payments	(1,922		)
As at December 31, 2019	$	4,104			$	900			$	3,204

The rental charges relating to short-term and low value leases remained classified as operating expenses in the Consolidated Statements of Operations and amounted to $810,000 for the year ended December 31, 2019.

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Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

16. Government grant advances and loans

				December 31,
		Note		2017				2018				2019
				(in thousands)
Current
Government grant advances		16.1		$	93			$	58			$	349
Research project financing		16.2		899				172				674
Government loans		16.2		600				458				449
Total current portion				$	1,592			$	688			$	1,472
Non-current
Government grant advances		16.1		$	350			$	86			$	510
Research project financing		16.2		2,946				4,274				4,652
Government loans		16.3		1,353				819				348
Accrued interest		16.2		381				495				640
Total non-current portion				$	5,030			$	5,674			$	6,150

16.1. Government grant advances

In 2017, the Company was named as a participant in one new collaborative project with funding of €349,000 ($386,000), which is expected to be released to the Consolidated Statement of Operations over the life of the project, estimated to be between one and four years.

In 2019, the Company was named as a participant in two new collaborative projects with combined funding of €856,000 ($963,000) which is expected to be released to the Consolidated Statement of Operations over the lives of the projects, estimated to be approximately three years for both projects.

The Company did not participate in any new collaborative projects in 2018.

16.2. Research project financing

In October 2014, Bpifrance, one of the Company’s shareholders and the financial agency of the French government, provided funding to the Company in the context of a long-term research project, estimated to be completed over a 3-year period. In December 2016, Bpifrance and the Company signed an amendment to extend the period from three to four years. The total funding remains unchanged and amounts to €6,967,000 ($8,988,000) with a portion in the form of a grant (€2,957,000 or $3,815,000) and a portion in the form of a forgivable loan (€4,010,000 or $5,173,000). The funding was paid in three installments, the last of which was received in 2019 for €992,000 ($1,126,000). The grant was recognized as a reduction of research and development expense when corresponding expense was incurred. The forgivable loan advance will be repaid from March 31, 2019 to September 30, 2022 of which €150,000 ($168,000) in principal and interests was paid in 2019, and bears interests at a 1.53% fixed contractual rate. The difference between the amount of grant received and the present value amounted to a reduction of $115,000 in the debt carrying value, with such difference being amortized over the contract period. If the sales of the product developed under this program are in excess of €350 million ($393 million) during a period of three years, then the Company shall pay for three consecutive years after the date of the termination of the reimbursement a bonus to Bpifrance of 1% of annual revenues generated by products issued from the project (up to a maximum of €350,000,000 or $393,190,000 over a period of ten years).

In January 2016, Bpifrance provided funding to the Company for a new long-term research project, estimated to be completed in early 2020. The total of the funding amounts to €2,095,000 ($2,288,000) comprising a portion in the form of a grant (€668,000 or $729,000) and a portion in the form of a forgivable loan (€1,427,000 or $1,558,000). The funding was paid in four installments, the last of which was received in February 2020 for €365,000 ($405,000). The grant is recognized as a reduction of research and development expense when corresponding expense is incurred. The forgivable loan advance will be repaid, except if the project is a commercial failure, from July 1, 2020 to July 1, 2024 and bears interests at a 1.17% fixed contractual rate. The difference between the amount of grant received and the present value of future payments discounted using interest rate applied for standard loans with similar maturity amounted to a reduction of $30,000 in the debt carrying value, with such

F- 41

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Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

difference being amortized over the contract period. In the event of commercial success, and sales of the product developed under this program are in excess of €3 million ($3.3 million), then the Company shall pay for 4 consecutive years after the date of the termination of the refund 13% of the revenues generated by the sales of the products or services (up to a maximum of €600,000, or $674,000, over a period of 10 years).

In 2017, the Company received payments for one project of €176,000 ($207,000) as a grant and for the two projects €2,132,000 ($2,509,000) as forgivable loans. In 2018, the Company received payments for one project of €421,000 ($492,000) as a grant and €927,000 ($1,083,000) as a forgivable loan. In 2019, the Company received payments for one project €425,000 ($482,000) as a grant and €567,000 ($644,000) as a forgivable loan.

The estimated market rate of interest applied in 2019, 2018 and 2017 was between 1.80% and 2.30%. Accrued interest of $370,000 was recorded as of December 31, 2019 ($242,000 as of December 2018 and $159,000 as of December 31, 2017).

16.3. Government loans

In September 2015, the Company received two loans from Bpifrance for a total amount of €2,000,000 ($2,228,000). One loan of €1,000,000 bears interest at 5.24% per year, paid quarterly; the second loan of €1,000,000 is interest-free. The interest-free loan has been revalued using the 5.24% interest rate payable on the other loan. Both loans have seven year terms with the principal being amortized on a quarterly basis beginning in June 2017.

17. Provisions

		Post- employment benefits				Other provisions				Total				Current				Non current
		(in thousands)
At January 1, 2017		$	688			$	664			$	1,352			$	46			$	1,306
Arising (released) during the year		216				443				659				—				—
Released (used) during the year		—				(50		)		(50		)		—				—
Released (unused) during the year		—				(397		)		(397		)		—				—
At December 31, 2017		904				660				1,564				32				1,532
Arising (released) during the year		86				590				676				—				—
Released (used) during the year		—				(32		)		(32		)		—				—
Released (unused) during the year		—				(167		)		(167		)		—				—
At December 31, 2018		990				1,051				2,041				352				1,689
Arising (released) during the year		94				190				284				—				—
Released (used) during the year		(21		)		(352		)		(373		)		—				—
Released (unused) during the year		—				(47		)		(47		)		—				—
At December 31, 2019		$	1,063			$	842			$	1,905			$	—			$	1,905

The provision for post-employment benefits is for the lump sum retirement indemnity required to be paid to French employees if they retire as a Company employee. The comprehensive income (loss) for 2019 includes $108,000 of actuarial loss (actuarial loss of $47,000 in 2018 and actuarial gain of $46,000 in 2017). One employee retired during the year ended December 31, 2019. No employee retired in 2017 or 2018.

The main assumptions used in the calculation are the following:

		2017		2018		2019
Discount rate		1.30%		1.57%		0.77%
Salary increase		Between 1.5% and 3.5%		Between 1.5% and 3.5%		Between 1.5% and 3.5%
Retirement age		60-62 years		60-62 years		60-62 years
Turnover: depending on the seniority		4.35%, nil as from 64 year old		4.35%, nil as from 64 year old		4.35%, nil as from 64 year old

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Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

At December 31, 2017, 2018 and 2019, “Other provisions” include primarily estimated royalty payments assessed on sales of modules to holders of patents which may be deemed as essential under the requirements of the LTE standard. The royalty provision is based on management’s judgment, taking into consideration the published royalty rates, various legal decisions, articles, reports and industry discussions on the subject which were available, and is recorded in the cost of product revenue. The Company’s modules are considered as final products incorporating the full LTE function, and therefore may have royalties assessed on their sale; no royalties are accrued on the sales of chips as the full LTE functionality is not included in the chip and it is not current industry practice to license standard-essential patents at the component level. In the year ended December 31, 2017, the Company revised the estimated royalty provision and reduced provisions from 2015 and 2016 by a total of $397,000.

At December 31, 2018, the Company recorded a provision for risk for $352,000 related to the probable expected costs to be incurred by the Company related to the current class action litigation (see Note 21 to the Consolidated Financial Statements). The Company incurred $352,000 in related costs during the period and reversed the provision accordingly.

18. Trade payables, other current liabilities and deferred revenue

		At December 31,
		2017				2018				2019
		(in thousands)
Trade payables		$	13,023			$	9,412			$	8,834
Other current liabilities:
Employees and social debts		3,720				3,091				3,575
Others		1,418				1,563				965
Total other current liabilities		$	5,138			$	4,654			$	4,540
Contract liabilities:
License and development services agreement		—				—				5,303
Deferred revenue		740				973				$	727
		$	740			$	973			$	5,812

Terms and conditions of the above financial liabilities:

•	Trade payables are non-interest bearing and are generally settled on 30-day terms.

•	Other current liabilities, primarily accrued compensation and related social charges, are non-interest bearing.

•	The upfront payment received from a strategic partner is deemed to include a financing component, and as such, bears interest.

As of December 31, 2017 and 2018, trade payables included the current part of a supplier debt recorded at the discounted value amounting to $5,061,000 and $2,399,000, respectively. The final installment of the supplier debt was settled in January 2018.

As of December 31, 2017, 2018 and 2019, deferred revenue excluding the contract liability recognized in connection with the license and development services contract entered into with a strategic partner is related to maintenance services as well as development services agreements. At December 31, 2017, 2018 and 2019, deferred revenue totaled $740,000 (recognized in 2018), $973,000 (recognized in 2019) and $727,000 (expected to be recognized during 2020), respectively.

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Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

19. Other non-current liabilities

		At December 31,
		2017				2018				2019
		(in thousands)
Trade Payables		—				—				1,139
Deferred tax liabilities		52				691				429
Contract liabilities:
License and development services agreement		—				—				11,249
Deferred revenue		1,293				808				323
Total contract liabilities		$	1,293			$	808			$	11,572

As of December 31, 2019, trade payables included the non-current part of a supplier debt related to acquisition of intangible assets.

In December 2018, the Company recognized a net deferred tax liability of $691,000 related mainly to a deferred tax liability on the equity component of the convertible debt and the venture debt issued during the year of $1,818,000, recorded in equity, partially offset by a deferred tax asset related to unused tax losses which could be utilized in the period into which taxable temporary differences are expected to reverse.

In December 2019, the Company recognized a net deferred tax liability of $429,000 related mainly to a deferred tax liability on the equity component of the convertible debts including $2,591,000 related to the convertible notes, recorded in equity, partially offset by a deferred tax asset related to unused tax losses which could be utilized in the period into which taxable temporary differences are expected to reverse.

On October 24, 2019, the Company signed a multi-year, non-exclusive license and development services agreement with a strategic partner, a Fortune Global 500 company, with an estimated value exceeding $35 million over more than 3 years, subject to the Company achieving certain pre-agreed milestones. The agreement provided for an upfront payment of $18 million, which was received in October 2019, and recorded as a contract liability upon receipt. Quarterly payments of $1.8 million are to be paid to the Company beginning August 2021 with the remaining consideration to be paid upon completion of the final milestone expected to occur in July 2023. In order to comfort the strategic partner on the funding of the Company, the agreement as amended on March 20, 2020 includes a financing milestone to be completed by September 30, 2020 for the Company to raise at least $25 million in net proceeds from new equity, debt or government financing, none of which can be repayable before April 30, 2024. If the financing milestone is not completed, the strategic partner will have the option to terminate the contract and receive a refund of $8 million of the $18 million upfront payment. The contract also includes clauses that allow for termination in certain circumstances, including not achieving a key technical milestone, or in some cases of a change in control of the Company, which could result in a refund of certain or all amounts received under the contract, depending on the circumstances. The Company determined that this agreement includes a financing component, which will result in the recognition of interest expense over the term of the agreement. In the year ended December 31, 2019, the Company recognized revenues for an amount of $2,285,000 and interest expenses on the upfront payment of $619,000. At December 31, 2019, the net remaining contract liability of $16,334,000 was presented on the balance sheet as current contract liabilities for $5,085,000, reflecting the expected net amount of revenue less interest expenses to be recognized in the year ended December 31, 2020, and the remaining amount of $11,249,000 as non-current contract liabilities.

In December 2015, the Company entered into a contract with a customer for certain development services which resulted in the recognition of deferred revenues for $1,940,000 to be recognized on a straight-line basis over four years beginning when the customer’s product is certified by a major U.S. carrier. As revenues were expected to be recognized subsequent to December 31, 2019, these deferred revenues were presented as non–current liabilities as of December 31, 2018 and 2017. The certification occurred in September 2017 and therefore $485,000, $485,000 and $121,000 was recognized as revenue in 2019, 2018 and 2017, respectively, $485,000 of the deferred revenues has been classified as current as of December 31,2019 and $485,000 as of December 31, 2017 and 2018 and the remainder as non-current as of December 31, 2017, 2018 and 2019.

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Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

20. Information about financial instruments

20.1. Financial assets and liabilities

		Carrying amount												Fair value
		December 31,												December 31,
		2017				2018				2019				2017				2018				2019
		(in thousands)
Financial assets:
Trade and other receivables
Trade receivables		$	20,926			$	15,884			$	9,977			$	20,926			$	15,884			$	9,977
Deposits and other receivables
Deposits		402				394				401				402				394				401
Other financial assets
Long-term investments		353				337				335				353				337				335
Financial instruments at fair value through other comprehensive income
Cash flow hedges		72				—				46				72				—				46
Cash, cash equivalents and short-term investments		3,295				12,086				14,098				3,295				12,086				14,098
Total financial assets		$	25,048			$	28,701			$	24,857			$	25,048			$	28,701			$	24,857
Total current		$	24,293			$	27,970			$	24,121			$	24,293			$	27,970			$	24,121
Total non-current		$	755			$	731			$	736			$	755			$	731			$	736
Financial liabilities:
Lease liability		—				—				4,104				—				—				4,104
Interest-bearing loans and borrowings:
Interest-bearing receivables financing		7,413				10,295				4,068				7,413				10,295				4,068
Convertible debt		17,063				19,723				30,671				16,309				19,708				30,706
Venture debt		—				12,634				12,180				—				12,634				12,180
Government loans		2,071				1,431				1,002				2,071				1,431				1,002
Research project financing		4,004				4,688				5,696				4,004				4,688				5,696
Trade and other payables (current and non current)		13,023				9,412				9,973				13,023				9,412				9,973
Total financial liabilities		$	43,574			$	58,183			$	67,694			$	42,820			$	58,168			$	67,729
Total current		$	21,935			$	21,160			$	27,363			$	21,935			$	21,160			$	27,328
Total non-current		$	21,639			$	37,023			$	40,331			$	20,885			$	37,008			$	40,401

The carrying values of current financial instruments (cash and cash equivalents, short-term investments, trade receivables and trade and other payables, and interest-bearing receivables financing) approximate their fair values, due to their short-term nature.

Long-term investments are primarily related to:

•	a bank guarantee secured by pledges of investments in money market funds issued in favor of the owners of leased office space to secure annual lease payments by the Company for its office space in Colombes; and

•	bank credit lines used in connection with the purchase of hedging instruments and finance lease, also secured by pledged money market funds.

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Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

Government loans received from the financial agency of the French government were recorded as financial instruments in compliance with IAS 20 Accounting for Government Grants and Disclosure of Government Assistance.

The use of different estimations, methodologies and assumptions could have a material effect on the estimated fair value amounts. The methodologies are as follows:

•	Cash, cash equivalents, short-term investments, accounts receivable, accounts payable, other receivable and accrued liabilities: due to the short-term nature of these balances, carrying amounts approximate fair value.

•	Long-term investments are composed of debt-based mutual funds with traded market prices. Their fair values amounted to $353,000, $337,000 and $335,000 at December 31, 2017, 2018 and 2019, respectively.

•	Foreign exchange forward and option contracts: the fair values of foreign exchange forward and option contracts were calculated using the market price that the Company would pay or receive to settle the related agreements, by reference to published exchange rates.

•	The fair value of the debt components of convertible notes was calculated using the effective interest rate of the debt component of the last issued convertible notes in 2019.

Fair Value Hierarchy

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

•	Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities

•	Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly

•	Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data

As at December 31, 2017, the Company held the following financial instruments carried at fair value on the statement of financial position:

Assets measured at fair value

		At December 31,
		2017				Level 1			Level 2				Level 3
		(in thousands)
Long-term investments		$	353			—			$	353			—

Financial instruments at fair value through other comprehensive income:
Cash flow hedge		$	72			—			$	72			—

As at December 31, 2018, the Company held the following financial instruments carried at fair value on the statement of financial position:

Assets measured at fair value

		At December 31,
		2018				Level 1			Level 2				Level 3
		(in thousands)
Long-term investments		$	337			—			$	337			—

As at December 31, 2019, the Company held the following financial instruments carried at fair value on the statement of financial position:

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Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

Assets measured at fair value

		At December 31,
		2019				Level 1			Level 2				Level 3
		(in thousands)
Long-term investments		$	335			—			$	335			—
Financial instruments at fair value through other comprehensive income:
Cash flow hedge		46							46

As of December 31, 2019, 2018 and 2017, there were no liabilities measured at fair value.

20.2. Financial instruments at fair value

The Company uses financial instruments, including derivatives such as foreign currency forward and options contracts, to reduce the foreign exchange risk on cash flows from firm and highly probable commitments denominated in euros.

The following tables present fair values of derivative financial instruments at December 31, 2017 and 2019. There was no derivative financial instrument outstanding at December 31, 2018.

		At December 31, 2017
		Notional Amount				Fair value
		(in thousands)
Forward contracts (buy euros, sell U.S dollars)		€	2,250			$	53
Options (buy euros, sell U.S. dollars)		3,000				19
Total		€	5,250			$	72
		At December 31, 2019
		Notional Amount				Fair value
		(in thousands)
Forward contracts (buy euros, sell U.S. dollars)		€	3,000			$	46
Options (buy euros, sell U.S. dollars)		—				—
Total		€	3,000			$	46

The fair value of foreign currency related derivatives is included in the Consolidated Statement of Financial Position in "Prepaid and other receivables" at December 31, 2017 and 2019. The earnings impact of cash flow hedges relating to forecasted operating expense transactions is reported in operating expense. Realized and unrealized gains and losses on these instruments deemed effective for hedge accounting are deferred in accumulated other comprehensive income until the underlying transaction is recognized in earnings or the instruments are designated as hedges.

During the year ended December 31, 2019, the Company recorded a gain of $57,000 (loss of $69,000 and gain of $195,000 for the years ended December 31, 2018 and 2017, respectively) in other comprehensive income (loss) related to the effective portion of the change in fair value of its cash flow hedges. During the year ended December 31, 2018, the amount reclassified from other comprehensive income to Consolidated Statement of Operations was a gain of $53,000 (loss of $44,000 during the year ended December 31, 2017). As there was no derivative financial instrument outstanding at December 31, 2018, no amount was reclassified from other comprehensive income in the year ended December 31, 2019.

During the year ended December 31, 2017, the Company recognized a net loss of $3,000 related to the ineffective position of its hedging instruments. There was no ineffective portion of hedging instruments in the years ended December 31, 2018 and 2019.

The derivatives have maturity dates of less than 12 months. Management believes counterparty risk on financial instruments is minimal since the Company deals with major banks and financial institutions.

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Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

20.3. Financial risk management objectives and policies

The Company’s principal financial liabilities comprise trade payables (current and non-current), lease liabilities, interest-bearing receivables financing, government loans, convertible debt and venture debt. The Company has various financial assets such as trade receivables and cash and cash equivalents, which arise directly from its operations, as well as from capital increases.

The main risks arising from the Company’s financial instruments are foreign currency risk, credit risk, interest rate risk and cash flow liquidity risk. The Board of Directors reviews and agrees policies for managing each of these risks which are summarized below.

Foreign currency risk

The Company faces the following foreign currency exposures:

•	Operating activities, when revenues or expenses are denominated in different currencies from the functional currency of the entity carrying out these transactions.

•	Venture debt and government loans are denominated in euros, and lease liabilities are denominated in different currencies while the functional currency of the entity carrying out these transactions is the U.S. dollar.

•	Non-derivative monetary financial instruments that are denominated and settled in a currency different from the functional currency of the entity which holds them.

Nearly 100% of total revenues and approximately 89% of total cost of sales are denominated in U.S. dollars. However, as a result of significant headcount and related costs from operations in France, which are denominated and settled in euros (the “structural costs”), the Company has transactional currency exposures which can be affected significantly by movements in the US dollar/euro exchange rates. Approximately 61% of operating expense is denominated in euros. (See Note 20.2 regarding hedging arrangements).

If there were a 10% increase or decrease in exchange rate of the U.S. dollar to the euro, as measured using the Company's 2019 weighted average exchange rate of one euro = $1.1218, the Company estimates the impact, in absolute terms, on operating expenses and on financial liabilities for the year ended December 31, 2019 would have been approximately $3.8 million.

Credit risk

It is the Company’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures and as such are considered to have low credit risk at initial recognition. The Company has subscribed to a credit insurance policy which provides assistance in determining credit limits and collection, in addition to some coverage of uncollectible amounts. In addition, receivable balances are monitored on an ongoing basis. There is a rebuttable presumption in IFRS 9 that the credit risk on a financial asset has increased significantly since initial recognition when contractual payments are more than 30 days past due. The Company considers that credit risk has not increased significantly on its outstanding not impaired trade receivables since initial recognition. The Company considers events of default based on the specific facts and circumstances relevant to the outstanding amount.

The following table summarizes customers representing a significant portion of the Company’s total revenue:

Customer		Customer Location		% of total revenues for the year ended December 31,									Trade receivables at December 31,
				2019			2018			2017			2019				2018				2017
A		Taiwan		27	%		32	%		16	%		$	1,383,000			$	5,881,000			$	4,060,000
B		Korea		22	%		—	%		—	%		2,680,000				—				—
C		Taiwan		10	%		Less than 10%			—	%		1,745,000				1,138,000				—
D		China		Less than 10%			13	%		Less than 10%			—				1,858,000				911,000
E		Taiwan		Less than 10%			Less than 10%			17	%		$	201,000			$	2,526,000			$	5,352,000

With respect to credit risk arising from the other financial assets, which comprise cash and cash equivalents, the Company’s exposure to credit risk arises from default of the counterparty, with a maximum exposure equal to the carrying amount of these instruments. Nearly all cash and cash equivalents are held in France at three large and international banks.

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Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

Vendor concentration risk

Access to foundry capacity is critical to the Company’s operations as a fabless semiconductor company. The Company depends on a sole independent foundry in Taiwan to manufacture its semiconductor wafers. The Company works with three vendors for manufacturing and testing chipsets and three vendors for assembling modules, but typically works with one dedicated vendor per product.

Liquidity risk

The Company monitors its risk of a shortage of funds using a cash flow planning tool. This tool considers the maturity of both its financial investments and financial assets (e.g. accounts receivables, other financial assets) and projected cash flows from operations.

The following table includes our contractual obligations, including interest, for existing financial liabilities as of the following dates:

	Within 1 year			1 to 2 years			2 to 3 years			3 to 4 years			4 to 5 years			More than 5 years			Total
	(in thousands)
At December 31, 2017
Research project financing	$	899		$	1,246		$	671		$	291		$	297		$	441		$	3,845
Interest-bearing receivables financing	7,413			—			—			—			—			—			7,413
Government loans	656			523			510			497			245			—			2,431
Convertible debt	—			15,730			9,175			—			—			—			24,905
Trade payables	13,023			—			—			—			—			—			13,023
Other current liabilities	5,138			—			—			—			—			—			5,138
	$	27,129		$	17,499		$	10,356		$	788		$	542		$	441		$	56,755
At December 31, 2018
Research project financing	$	238		$	973		$	2,043		$	1,687		$	375		$	73		$	5,389
Interest-bearing receivables financing	10,295			—			—			—			—			—			10,295
Government loans	499			487			475			234			—			—			1,695
Convertible debt	—			7,863			23,357			—			—			—			31,220
Venture debt	2,057			6,158			6,158			2,396			—			—			16,769
Trade payables	9,412			—			—			—			—			—			9,412
Other current liabilities	4,654			—			—			—			—			—			4,654
	$	27,155		$	15,481		$	32,033		$	4,317		$	375		$	73		$	79,434
At December 31, 2019
Research project financing	$	739		$	2,252		$	2,601		$	368		$	72		$	—		$	6,032
Interest-bearing receivables financing	4,068			—			—			—			—			—			4,068
Government loans	478			466			229			—			—			—			1,173
Convertible debt (1)	7,863			26,792			6,124			—			—			—			40,779
Venture debt	6,042			6,042			2,351			—			—			—			14,435
Lease liabilities	1,147			832			973			980			965			1,307			6,204
Trade payables	9,057			1,000			250			—			—			—			10,307
Other current liabilities	4,540			—			—			—			—			—			4,540
	$	33,934		$	37,384		$	12,528		$	1,348		$	1,037		$	1,307		$	87,538

(1) Based on the existing contractual terms as of December 31, 2019. See Note 23 regarding the February 2020 amendment of the terms of the convertible note issued April, 2016.

The Company’s liquidity risk for the next 12 months is described in note 2.1. The term of the agreement with a strategic partner which gave rise the contract liability recorded in the amount of $16,334,000 as of December 31, 2019 are described under note 18.

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Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

Capital management

The primary objective of the Company’s capital management is to continue to execute according to its business plans and budgets in order to achieve profitability and positive cash flow, and to maximize shareholder value.

20.4. Changes in liabilities arising from financing activities, including government grants

(in thousands)	January 1, 2017			Cash flows		Foreign exchange movement		Accrued interest		Non-cash impact of amendment		Other(1)		December 31, 2017
Government grant advances and loans	$	5,745		2,600		915		90		—		(2,728	)	$	6,622
Convertible debt	$	16,338		—		—		3,987		(3,097	)	(165	)	$	17,063
Interest-bearing financing of receivables	$	7,712		(299	)	—		—		—		—		$	7,413
Total	$	29,795		2,301		915		4,077		(3,097	)	(2,893	)	$	31,098

(in thousands)	January 1, 2018			Cash flows		Foreign exchange movement		Accrued interest		Non-cash impact of amendment		Other(1)		December 31, 2018
Government grant advances and loans	$	6,622		985		(250	)	151		—		(1,146	)	$	6,362
Convertible debt	$	17,063		3,202		—		4,435		(3,630	)	(1,347	)	$	19,723
Venture debt	$	—		13,369		(243	)	327		—		(819	)	$	12,634
Interest-bearing financing of receivables	$	7,413		2,882		—		—		—		—		$	10,295
Total	$	31,098		20,438		(493	)	4,913		(3,630	)	(3,312	)	$	49,014

(in thousands)	January 1, 2019 *			Cash flows		Foreign exchange movement		Accrued interest		Other(1)		December 31, 2019
Government grant advances and loans	$	6,362		1,006		(112	)	220		145		$	7,621
Convertible debt	$	19,723		7,967		—		5,844		(2,863	)	$	30,671
Venture debt	$	12,634		(2,010	)	(240	)	1,796		—		$	12,180
Lease liabilities	$	4,623		(1,922	)	49		622		732		$	4,104
Interest-bearing financing of receivables	$	10,295		(6,227	)	—		—		—		$	4,068
Total	$	53,637		(1,186	)	(303	)	8,482		(1,986	)	$	58,644

* Restated to reflect the impact of the adoption of IFRS 16 Leases

(1) Amounts included in Other for 2018 and 2019 mainly represent the amounts recorded in equity related to the issuance of debt with an equity component, the reduction of grants as the corresponding expense is incurred and new grants to be received. In 2019, Other includes as well as additions in lease liabilities, which are non-cash. Amounts included in Other for 2017 mainly represent the reduction of grants as the corresponding expense is incurred and new grants to be received.

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Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

21. Commitments and contingencies

Contingencies

From time to time, the Company has been and may become involved in legal proceedings arising in the ordinary course of its business.

In August 2017, two securities class action lawsuits were filed, which were consolidated into a single lawsuit in September 2017, alleging violations of the U.S. federal securities laws by the Company, the Company's President and CEO, and the Company's Chief Financial Officer. The plaintiffs asserted claims primarily based on purported misrepresentations regarding Sequans’ revenue recognition policy in its Annual Reports on Form 20-F for the fiscal years ended 2015 and 2016. In particular, plaintiffs claim that an August 1, 2017 press release, in which the Company disclosed a $740,000 reduction in previously-recognized revenue, indicated that representations in earlier public disclosures regarding revenue were false or misleading. An amended complaint was filed in April 2018, and the Company and the individual defendants subsequently filed a motion to dismiss. On September 30, 2019, the Court issued a decision dismissing the claims against the Company's CFO, but permitting the claims against the Company and the Company's CEO to proceed. The action is presently in the initial stages of fact discovery, and the parties have agreed to a second mediation session in the latter half of March 2020 The Company intends to vigorously defend against this lawsuit. At this time, the Company is unable to estimate the ultimate outcome of this legal matter and its impact on us.

In 2018, the Company recorded a provision for $700,000, representing its deductible under its insurance policy. As of December 31, 2019, no provision remains. Payments above $700,000 will be covered by insurance until the maximum limit is reached. The Company currently does not expect that the costs of the ultimate resolution will exceed the insurance coverage.

Management is not aware of any other legal proceedings that, if concluded unfavorably, would have a significant impact on the Company's financial position, operations or cash flows.

Bank guarantee

A bank guarantee was issued in favor of the owners of new leased office space in France, in order to secure six months of lease payments, for an amount of $330,000 as of December 31, 2019 ($336,000 as of December 31, 2018). This guarantee was secured by the pledge of certificates of deposit and mutual funds for 100% of the amount of the guarantee. The total value of investments secured to cover this bank guarantee was $335,000 at December 31, 2019 ($337,000 at December 31, 2018).

Pledge of assets

As security for the payment and repayment of the venture debt (see Note 14.2 to these Consolidated Financial Statements), the Company has granted to Harbert a first ranking pledge over the receivables the Company holds against its customers other than customers covered by the factoring agreement. The carrying amount was $4.5 million as of December 31, 2019 ($4.1 million as of December 31, 2018). The Company has also agreed to grant to Harbert a first ranking pledge over specified bank accounts, which had a carrying amount of $13.9 million as of December 31, 2019 ($11.9 million as of December 31, 2018) and a pledge over its patents, trademarks and other IP rights. Prior to an event of default, the amounts within the pledged accounts are not restricted; however, the pledge agreement stipulates certain covenants with which the Company must comply. The Company was in compliance as of December 31, 2019.

Purchase commitments

As of December 31, 2019, the Company had $3.5 million of non-cancelable purchase commitments with its third-party manufacturer and suppliers for future deliveries of equipment and components, principally during 2020.

22. Related party disclosures

There is no single investor who has the ability to control the Board of Directors or the vote on shareholder resolutions. As of December 31, 2019, there were three investors who each beneficially own 10% or more of the share capital of the Company: BPI France Participation - Fonds Large Venture a fund managed by Bpifrance, Nokomis Capital, L.L.C and AWM Investment Co. At the annual shareholders meeting on June 30, 2017, the shareholders approved the nomination of Mailys Ferrere to the board of directors. Mrs. Ferrere is employed by BPI France Participation - Fonds Large Venture. Bpifrance provided funding to two consortiums which include the Company in the context of long-term research projects (See Note 16.2 Research project financing) and in loans (See Note 20.3 Government loans). In April 2015, the Company completed the sale of a $12 million

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Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

convertible note, in April 2016 the sale of a $6.0 million convertible note in September 2018 the sale of a $4.5 million convertible note, in May 2019 the sale of a $3.0 million convertible note and in August 2019 the sale of a $5.0 million convertible note, to an affiliate of Nokomis Capital, L.L.C., (see Note 14.1 Convertible debt). In 2017, the Company amended the terms of the notes issued in 2015 and 2016 and as part of the agreement, Wesley Cummins, a former (as of February 2020) representative of Nokomis Capital, L.L.C., became a board observer in November 2017, and on June 29, 2018, the shareholders approved Mr Cummins' nomination to the board of directors. As of December 31, 2019, the principal amount and accrued interest of the convertible notes held by an affiliate of Nokomis Capital, L.L.C amounts to $30.7 million.

No other transactions have been entered into with these or any other related parties in 2017, 2018 and 2019, other than normal compensation (including share based payment arrangements) for and reimbursement of expenses incurred in their roles as Directors or employees of the Company.

Compensation of key management personnel

	Year ended December 31,
	2017			2018			2019
	(in thousands)
Fixed and variable wages, social charges and benefits expensed in the year	$	2,376		$	2,348		$	2,179
Share-based payment expense for the year	1,043			1,397			1,106
Board members fees to non-executive members	190			199			210
Total compensation expense for key management personnel	$	3,609		$	3,944		$	3,495

Key management personnel comprises the chief executive officer and all executive vice presidents reporting directly to him.

The employment agreement with the chief executive officer calls for the payment of a termination indemnity of an amount equal to eighteen months of his gross annual base remuneration and 150% of bonus in the event of his dismissal without cause by the Board of Directors of the Company, as well as vesting of the ordinary shares that would have been vested during the twelve months following the end of his term. In case the dismissal would occur during the three months before or the twelve months following a change of control, he would be entitled to all the unvested share awards at the date of dismissal.

For the year ended December 31, 2019, we estimate that approximately $18,000 of the amounts set aside or accrued to provide pension, retirement or similar benefits to our employees was attributable to our executive officers.

Directors’ interests in an employee share incentive plan

The Company granted warrants to certain members of the Board of Directors during the years ended December 31, 2017, 2018 and 2019:

- On June 30, 2017, the shareholders authorized the Board of Directors to grant to each of Messrs. de Pesquidoux, Maitre, Nottenburg, Pitteloud, Sharma and Slonimsky warrants to purchase 30,000 ordinary shares. On July 3, 2017, the Board used this authorization to make such grants with an exercise price of $3.31 per ordinary share.

- On June 29, 2018, the shareholders authorized the Board of Directors to grant to each of Messrs. de Pesquidoux, Maitre, Nottenburg, Pitteloud, Sharma, Slonimsky and Cummings warrants to purchase 30,000 ordinary shares. On July 2, 2018, the Board used this authorization to make such grants with an exercise price of $2.04 per ordinary share.

- On June 28, 2019, the shareholders authorized the Board of Directors to grant to each of Messrs. de Pesquidoux, Maitre, Nottenburg, Pitteloud, Sharma, Slonimsky and Cummings warrants to purchase 36,000 ordinary shares. On July 1, 2019, the Board used this authorization to make such grants with an exercise price of $0.89 per ordinary share.

The board members were required to subscribe to the warrants at a price of €0.01 per warrant for the warrants granted in 2017 and 2018 and at a price of €0.00002778 per warrant for the warrants granted in 2019.

Share-based payment expense incurred in connection with these transactions amounted to $28,000 in the year ended December 31, 2019 (2018: $65,000; 2017: $89,000).

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Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

23. Events after the reporting date

Subsequent events up to the date the consolidated financial statements were authorized for issue were as follows :

On December 10, 2019, the Company entered into an agreement with a technology company based in Israel to transfer a team of 21 engineers to its Israel-based subsidiary for the purpose of accelerating 5G new product development, subject to approval of the transfer by the Israel Tax Authority, which approval was received January 29, 2020. In connection with this agreement, the Company acquired some physical assets for $220,000 and, subject to the engineers remaining with the Company for six months from February 2020, agreed to pay $150,000 in the first quarter of 2020 and $1,430,000 in June 2024.

At its meeting of February 4, 2020, the Board of Directors granted to employees 880,896 restricted share awards representing 220,224 ADS with vesting over four years; no grants were made to executive management.

Effective February 11, 2020, the Company amended the terms of the convertible note issued April 27, 2016 to Nokomis Capital, L.L.C.(Nokomis), to extend the maturity of the note to April 14, 2021. In addition, the conversion price was reduced from $2.25 to $1.225 per Ordinary Share, or from $9.00 to $4.90 per ADS.

Effective March 20, 2020, the convertible notes issued in April 2015, April 2016, September 2018, May 2019 and August 2019 were amended to grant the Company three options to extend the term of each note, except for the August 2019 notes which have two options to extend. Each option will give the Company the right to extend the term of such note by one year and consequently reset the conversion price to a 20% premium above the 20-day volume weighted average price (VWAP) if it is lower than the existing conversion price. On the first option exercise, the payment-in-kind interest (PIK) will stay at 7% but the holder will be granted a warrant for 10% of the value of the note with a three year term, at an exercise price of 20% premium above 20-day VWAP. On the second option exercise, the PIK will be adjusted to 9.5%, the previous warrants granted on the first option exercise will be extended by one year and the holder will be granted an additional warrant for 15% of the value of the note with a three year term, at an exercise price of 20% premium above 20-day VWAP. On the third option exercise, the PIK will be adjusted to 13.5%, and the holder will be granted an additional warrant for 20% of the value of the note with a three year term, at an exercise price of 20% premium above 20-day VWAP. If at any time, the holder converts a note prior to the date of April 2022, it will receive an extra year’s worth of PIK so as to incentivize early conversion. In consideration for entering into the amendments, the warrants that Nokomis owns that were scheduled to expire April 2021 were extended to April 2024 upon the signing of the note amendments.

The effects of the COVID-19 first identified in Wuhan, Hubei Province, China can have a potential impact on the production of the Company's products in China or elsewhere, our ability to operate our business during government shelter-in-place orders, or on the demand for the Company's products by customers whose supply chain is impacted. Any protracted disruption of our or our suppliers’ or customers’ operations would likely impact our sales and operating results.

F- 53