Page 4 of 6 – SEC Filing
Amendment No. 1 to Schedule 13D
The following constitutes Amendment No. 1 (Amendment No. 1) to the Schedule 13D filed with the Securities and Exchange Commission (the
SEC) on November 7, 2017, on behalf of Nokomis Capital, L.L.C., a Texas limited liability company (Nokomis Capital), and Mr. Brett Hendrickson, the principal of Nokomis Capital, relating to Ordinary shares, nominal
value 0.02, represented by American Depositary Shares (the Common Stock), of Sequans Communications S.A., a société anonyme incorporated in France (the Issuer).
This Schedule 13D relates to Common Stock of the Issuer purchased by Nokomis Capital on behalf of the accounts of certain private funds (collectively, the
Nokomis Accounts). Nokomis Capital serves as the investment adviser to the Nokomis Accounts and may direct the vote and dispose of the 9,609,513(1) shares of Common Stock held by the
Nokomis Accounts or which the Nokomis Accounts have a right to acquire. As the principal of Nokomis Capital, Mr. Hendrickson may direct the vote and disposition of the 9,609,513 shares of Common Stock held by the Nokomis Accounts or which the
Nokomis Accounts have a right to acquire.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms
in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
| Item 3. | Source and Amount of Funds |
Item 3 of Schedule 13D is hereby amended and restated in its entirety
as follows:
As of January 19, 2018, the Nokomis Accounts had invested $34,684,449.44 (inclusive of brokerage commissions) in the Common Stock of the
Issuer. The source of these funds was the working capital of the Nokomis Accounts.
| Item 4. | Purpose of the Transaction |
Item 4 of Schedule 13D is supplemented and superseded, as the case
may be, as follows:
The Reporting Persons on behalf of the Nokomis Accounts purchased 3,125,000 shares of Common Stock at $1.60 per share in an
underwritten public offering that closed on January 19, 2018.
The Reporting Persons hold an aggregate par value of $20,158,800 of the Convertible
Notes, which contain a blocker provision that prohibits the conversion of the Convertible Notes by the Reporting Persons so as to not exceed 9.99% beneficial ownership of the number of outstanding shares of Common Stock of the Issuer at any time.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a)(j) of
Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed in this Schedule 13D, as amended. The Reporting Persons intend to review their investment
in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuers financial position and investment strategy, the price levels of the Common Stock, conditions in the securities markets and general
economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the
Board, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, Board structure
(including Board composition) or operations of the Issuer, purchasing additional Common Stock, selling some or all of their Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock, or
changing their intention with respect to any and all matters referred to in Item 4.
| (1) | Such amount is calculated assuming that the underwriters of the underwritten public offering described in Item 4 have exercised their option to purchase 1,875,000 shares of Common Stock to cover over-allotments. If such over-allotment option is not exercised, such amount would be 9,401,513 shares of Common Stock. |
