SEQUANS COMMUNICATIONS (Form: 6-K, Received: 06/04/2020 13:03:56)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934

For the month of June 2020

Commission File Number: 001-35135

Sequans Communications S.A.

(Translation of Registrant’s name into English)

15-55 boulevard Charles de Gaulle

92700 Colombes, France

Telephone : +33 1 70 72 16 00

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F R Form 40-F £

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Yes £ NoR

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Yes £ NoR

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

The information in this report, furnished on Form 6-K, shall be incorporated by reference into each of the following Registration Statements under the Securities Act of 1933, as amended, of the registrant: Form S-8 (File Nos. 333-177919, 333-180487, 333-187611, 333-194903, 333-203539, 333-211011, 333-214444, 333-215911, 333-219430, 333-233473 and 333-226458) and Form F-3 (File No. 333-221919).

Exercise of Over-Allotment Option for 728,155 ADSs

On May 28, 2020, B. Riley FBR, Inc., as representative of several other underwriters, exercised an over-allotment option (the “Option”) in full to purchase 728,155 additional American Depositary Shares (“ADSs”) from Sequans Communications S.A. (the “Company”) at the public offering price of $5.15 per ADS for approximate net proceeds to the Company of $3,749,998.25 under the Option. The Option exercise closed on June 4, 2020.

A copy of the press release announcing the underwriters’ exercise of the Option is attached as Exhibit 99.1 and incorporated herein by reference. For more information regarding the offering, please refer to the Company’s Current Report on Form 6-K furnished on May 14, 2020.

A copy of the legal opinion and consent of Orrick, Herrington & Sutcliffe (Europe) LLP relating to the ordinary shares represented by the ADSs is attached hereto as Exhibit 5.1.

EXHIBIT INDEX

The following exhibit is filed as part of this Form 6-K:



Exhibit		Description

5.1		Opinion of Orrick, Herrington & Sutcliffe (Europe) LLP
99.1		Press release dated June 4, 2020

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




	SEQUANS COMMUNICATIONS S.A. (Registrant)
Date: June 4, 2020	By:	/s/ Deborah Choate
		Deborah Choate
		Chief Financial Officer

Orrick, Herrington & Sutcliffe (Europe) LLP

31, avenue Pierre 1er de Serbie

75782 Paris Cedex 16

France

Siren : 808 676 316

T +33 1 53 53 75 00

F +33 1 53 53 75 01

orrick.com

June 4, 2020

Sequans Communications S.A.

15-55 boulevard Charles de Gaulle

92700 Colombes, France



Re:	Registration Statement on Form F-3

Ladies and Gentlemen:

We have acted as counsel to Sequans Communications S.A., a société anonyme incorporated in the French Republic (the “Company”), in connection with the issuance of 728,155 American Depositary Shares (“ADSs”) each representing four ordinary shares (the “Shares”) of the Company, as described in the prospectus dated December 22, 2017 (the “Prospectus”) which is part of the Company’s registration statement on Form F-3 (File No. 333-221919) filed by the Company with the Securities and Exchange Commission (the “Commission”) (the “Registration Statement”) and its Prospectus Supplement dated May 11, 2020 (the “Prospectus Supplement”), under the Securities Act of 1933, as amended (the “Securities Act”).

We have examined instruments, documents, and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed and have relied on a certificate of an officer of the Company as to factual statements contained in such instruments, documents and records. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures and (b) the conformity to the originals of all documents submitted to us as copies.

Based upon the foregoing examination and in reliance thereon, and subject to the assumptions stated, we are of the opinion that (1) the Company is duly incorporated and validly existing as a separate legal entity subject to suit in its own name, in the form of a société anonyme, (2) the Shares are duly authorized, and (3) the Shares represented by ADSs being sold by the Company pursuant to the Registration Statement, when issued upon receipt of the corresponding subscription price to be paid for their subscription and the certificat du dépositaire (depositary certificate) required by Article L. 225-146 of the French Commercial Code, will be validly issued, fully paid up and non-assessable and may be freely traded (librement négociables).

The opinion expressed above is limited to the laws of the French Republic and we do not express any opinion as to the effect of any other laws.

We consent to the filing of this opinion as an exhibit to the Report on Form 6-K and its incorporation by reference into the Registration Statement and to the use of and references to our name under the captions “Legal Matters” in the Prospectus and the Prospectus Supplement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission promulgated thereunder, nor do we thereby admit that we are “experts” within the meaning of such term as used in the Securities Act with respect to any part of the Registration Statement, including this opinion letter as an exhibit or otherwise.

Very truly yours,

/s/ Orrick, Herrington & Sutcliffe (Europe) LLP

ORRICK, HERRINGTON & SUTCLIFFE (EUROPE) LLP

Etienne Boursican



	News

Sequans Communications S.A. Announces Closing of Over-Allotment Option Related to Underwritten Public Offering and

Termination of ATM Offering Agreement

Including over-allotment proceeds, total equity funding secured since March 31, 2020 is approximately $32.6 million, providing significant additional financial flexibility

PARIS, France - June 4, 2020 - Sequans Communications S.A. (NYSE: SQNS) today announced that the underwriters of its previously announced public offering of American Depositary Shares (“ADSs”) have exercised their over-allotment option (the “Option”) in full to purchase 728,155 additional ADSs, representing 2,912,620 ordinary shares, for gross proceeds of $3.75 million. The Option exercise closed on June 4, 2020. Including the additional ADSs from exercising the Option, Sequans’ recent offering totaled 5,582,524 ADSs at a price to the public of $5.15 per ADS, with total gross proceeds of $28.75 million.

Pursuant to an underwriting agreement dated May 11, 2020, B. Riley FBR, Inc. acted as the sole book-running manager of the offering. Roth Capital Partners, LLC acted as the lead manager. For more information regarding the offering, please refer to the Company’s Report on Form 6-K furnished on May 14, 2020. The ADSs described above were offered by Sequans pursuant to a shelf registration statement on Form F-3 (File No. 333-221919), including a base prospectus, previously filed with, and subsequently declared effective, by the SEC on December 22, 2017.

After the completion of the underwritten public offering, including the over-allotment option, as well as additional, previously disclosed equity issuances since March 31, 2020 further described below, Sequans’ current total ADSs outstanding are 30,238,115 (equivalent to 120,952,462 ordinary shares).

Specifically, on May 15, 2020, the Company completed a private placement of 428,869 ADSs Bpifrance Participations (“BPI”) at a price of $5.15 per ADS, equal to the offering price to the public of ADSs sold in the underwritten public offering. As a result of the issuance of ADSs to BPI in the private placement, the $2.2 million loan from BPI pursuant to the Shareholder Loan Agreement dated April 2, 2020 between the Company and BPI was discharged.

On June 1, 2020, Sequans terminated, effective June 5, 2020, the At Market Issuance Sales Agreement (“Sales Agreement”) with B. Riley FBR, Inc. dated March 31, 2020. During the week of April 27, 2020, while the Sales Agreement was in effect, the Company issued and B.Riley FBR, Inc., acting as agent, sold 242,646 ADSs with gross proceeds of approximately $1.6 million.

The total net proceeds of all the above equity transactions, after deducting underwriting discounts and commissions and estimated offering expenses, are approximately $29.9 million.

About Sequans

Sequans Communications S.A. (NYSE: SQNS) is a leading developer and provider of 5G and 4G chips and modules for massive, broadband, and critical IoT. For 5G/4G massive IoT applications, Sequans provides a comprehensive product portfolio based on its flagship Monarch LTE-M/NB-IoT and Calliope Cat 1 chip platforms, featuring industry-leading low power consumption, a large set of integrated functionalities, and global deployment capability. For 5G/4G broadband and critical IoT applications, Sequans offers a product portfolio based on its

Cassiopeia Cat 4/Cat 6 4G and high-end Taurus 5G chip platforms, optimized for low-cost residential, enterprise, and industrial applications. Founded in 2003, Sequans is based in Paris, France with additional offices in the United States, United Kingdom, Israel, Hong Kong, Singapore, Sweden, Taiwan, South Korea, and China. Visit Sequans online at www.sequans.com.

Forward-Looking Statements

This press release contains forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). Words such as “anticipate,” “believe,” “expect,” “intend,” “may,” “will,” and similar expressions are intended to identify forward-looking statements. The forward-looking statements in this press release include statements about the Company’s expectations regarding the completion of its public offering and private placement and the anticipated use of proceeds from the offering and the private placement. These statements involve risks, estimates, assumptions and uncertainties that could cause actual results to differ materially from those expressed in these statements, including, among others, risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the proposed offering, as well as risks and uncertainties associated with the Company’s business and finances in general. In addition, please refer to the risk factors contained in the Company’s Form 20-F for the fiscal year ended December 31, 2019 and other SEC filings available at www.sec.gov. Given these risks and uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date on which they are made. The Company undertakes no obligation to update or revise any forward-looking statements for any reason, except as required by law.

SOURCE: Sequans Communications S.A.

Media Relations: Kimberly Tassin, +1.425.736.0569, Kimberly@sequans.com

Investor Relations: Claudia Gatlin, +1 212.830.9080, Claudia@sequans.com

Disclaimer

The announcement is for information purposes only and does not, and shall not, in any circumstances, constitute a public offering by Sequans, nor a solicitation of an offer to subscribe for securities in any jurisdiction outside the United States, including France. No prospectus (including any amendment, supplement or replacement thereto) or any other offering material has been prepared in connection with the offering of the ADSs that has been approved by the Autorité des marchés financiers or by the competent authority of another State that is a contracting party to the Agreement on the European Economic Area and notified to the Autorité des marchés financiers; no ADSs have been offered or sold nor will be offered or sold, directly or indirectly, to the public in France; the prospectus or any other offering material relating to the ADSs have not been distributed or caused to be distributed and will not be distributed or caused to be distributed to the public in France; such offers, sales and distributions have been and shall only be made in France to persons licensed to provide the investment service of portfolio management for the account of third parties, qualified investors (investisseurs qualifiés) and/or restricted circle of investors (cercle restreint d’investisseurs), in each case investing for their own account, all as defined in Articles L. 411-2, D. 411-1, D. 411-4, D.744-1, D.754-1 and D. 764-1 of the French Code monétaire et financier. The direct or indirect distribution to the public in France of any so acquired ADSs may be made only as provided by Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the French Code monétaire et financier and applicable regulations thereunder. This communication does not constitute an offer or invitation to subscribe for or to purchase any of the ADSs and neither this communication nor anything herein shall form the basis of any contract or commitment whatsoever. Any contact with potential qualified investors in France does not and will not constitute financial and banking solicitation (démarchage bancaire et financier) as set forth in Articles L. 341-1 and seq. of the French Code monétaire et financier.