Form F-3 SEQUANS COMMUNICATIONS

As filed with the Securities and Exchange Commission on May 7, 2021

Registration No. 333-          

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM F-3

REGISTRATION STATEMENT

UNDER

THE
SECURITIES ACT OF 1933

 

 

SEQUANS COMMUNICATIONS S.A.

(Exact name of registrant as specified in its charter)

 

 

 

French Republic		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

15-55 boulevard Charles de Gaulle

92700 Colombes, France

Telephone: +33 1 70 72 16 00

(Address and telephone number of Registrant’s principal executive offices)

 

 

GKL Corporate/Search, Inc.

One Capitol Mall, Suite 660

Sacramento, California 95814

Telephone: +1 916 442 7652

(Name, address, and telephone number of agent for service)

 

 

Copies to:

Brett
Cooper, Esq.

Orrick, Herrington & Sutcliffe LLP

The Orrick Building

405
Howard Street

San Francisco, California 94105

Telephone: +1 415 773-5700

 

 

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box.  ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, check the following box.  ☒

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a registration
statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company  ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to
use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its
Accounting Standards Codification after April 5, 2012.

 

 

CALCULATION OF
REGISTRATION FEE

 

Title of Each Class of Securities to be Registered		Amount to be Registered(2)		Proposed Maximum Offering Price Per Unit(4)		Proposed Maximum Aggregate Offering Price(4)		Amount of Registration Fee(4)
Ordinary Shares (1)		32,150,340(3)		$1.37125		44,086,154		$4,810

(1)

Ordinary shares, par value €0.02 per share, may be in the form of American Depositary Shares. American Depositary Shares, or ADSs, issuable on deposit of the ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (File No. 333-173002). Each ADS represents the right to receive four ordinary shares.

(2)

Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement also covers such additional ordinary shares or ADSs of the registrant as may hereafter be offered or issued by reason of any share or ADS dividend, share or ADS split, bonus issue, recapitalization or similar transaction effected without the registrant’s receipt of consideration which would increase the number of outstanding ordinary shares or ADSs.

(3)

Consists of (i) 7,272,724 ordinary shares issued by Sequans Communications S.A. to the selling securityholder described in the prospectus accompanying this registration statement and (ii) up to 24,877,616 ordinary shares issuable upon conversion of an unsecured convertible note issued by the registrant to Lynrock Lake Master Fund LP, the selling securityholder as described in the prospectus. These ordinary shares may be represented by ADSs.

(4)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933, based upon the average of the high and low sales prices of the registrant’s ADSs as reported on the New York Stock Exchange on May 4, 2021. The ordinary share price per unit is equal to the average price of ADSs divided by four.

 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on
such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.