Including over-allotment proceeds, total
equity funding secured since March 31, 2020 is approximately $32.6
million, providing significant additional financial
flexibility
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.
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20200604005674/en/
Media Relations: Kimberly Tassin, +1.425.736.0569,
Kimberly@sequans.com Investor Relations: Claudia Gatlin, +1
212.830.9080, Claudia@sequans.com
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