UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
Specialized Disclosure Report
Sequans Communications S.A.
France 001-35135
| | | | | |
| (State or other jurisdiction | (Commission |
| of incorporation or organization) | File Number) |
Les Portes de la Défense, 15-55 Boulevard Charles de Gaulle, 92700, Colombes, France.
(Address of principal executive offices)
Deborah Choate. Chief Financial Officer. +33 170 721600
(Name and telephone number, including area code, of the person to contact in connection with this report.)
Check the appropriate box to indicate the rule pursuant to which this form is being filed:
x Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2023.
Item 1.01 Conflict Minerals Disclosure and Report
Sequans Communications SA’s Conflict Minerals Report is filed as Exhibit 1.01 to this Form SD and can be accessed at the publicly available Internet site www.sequans.com (follow the http://www.sequans.com/investors/corporate-governance/ link) upon the filing of this Form SD.
Item 1.02 Exhibit
The Company’s Conflict Minerals Report required by Item 1.01 is attached as Exhibit 1.01.
Item 3.01 Exhibits
1.01 Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD.
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 duly authorized undersigned.
SEQUANS COMMUNICATIONS S.A.
(Registrant)
| | | | | | | | |
| Deborah Choate | | May 30, 2024 |
| By: Deborah Choate | | (Date) |
| Chief Financial Officer |
Exhibit 1.01
Conflict Minerals Report of Sequans Communications S.A.
in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934
This is the Conflict Minerals Report of Sequans Communications S.A. (“Sequans” or the “Company”) for calendar year 2023 in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934 (the “1934 Act”). Please refer to Rule 13p-1, Form SD and the 1934 Act Release No. 34-67716 for definitions of the terms used in this Report, unless otherwise defined herein.
Sequans Communications S.A. is a leader in the fabless semiconductor business and a developer and supplier of integrated circuits supporting single-mode LTE chipset solutions and certain system-in-package modules.
Due Diligence
Overview: Conflict minerals are necessary to the functionality or production of semiconductor and module products that Sequans contracts to be manufactured (“In-Scope Products”). For calendar year 2023, Sequans completed due diligence that encompassed:
•establishing the extent to which gold, columbite-tantalite (coltan), cassiterite or wolframite, including their derivatives tantalum, tin and tungsten ("3TG") are present in some or all of its products;
•a reasonable country of origin inquiry (“RCOI”) regarding conflict minerals in the In-Scope Products that was reasonably designed to determine whether any of the conflict minerals originated in the Democratic Republic of the Congo or an adjoining country (“Covered Country”) or are from recycled or scrap sources; and
•measures to exercise due diligence on the source and chain of custody of those conflict minerals.
The Company’s due diligence exercise was based on the Organisation for Economic Co-operation and Development’s Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, including the supplements thereto.
Central elements of the Company’s due diligence exercise included:
•maintenance of an internal Sequans team to execute the exercise, including the Operations Director, CFO, other members of the Company's Risk Committee and external specialists, as required;
•the ongoing development of its conflict minerals processes designed to assure continuing compliance with Rule 13p-1. The Company’s processes are designed to respond to current, and new, risks in the supply chain;
•identification of the In-Scope Products;
•identification of suppliers of the In-Scope Products; and
•completion of a survey of those suppliers.
Work with Suppliers: Sequans is several levels removed from the actual mining of conflict minerals. The Company does not make purchases of raw ore or unrefined conflict minerals and makes no purchases in the Covered Countries.
Sequans uses the Responsible Minerals Initiative’s (“RMI”) Conflict Minerals Reporting Template (the “Template”) to survey suppliers. Sequans and its suppliers used CMRT version 6.1 of the Template for the compilation of this report. The Company worked with direct suppliers of materials containing conflict minerals, using the Template as a supply chain survey, to identify the smelters and refiners ("SORs") that provide those conflict minerals to the Company’s suppliers. Initial work and enquiries in respect of calendar year 2023 commenced during the fourth calendar quarter of 2023. Upon determination that all the Company’s products do, or might, contain 3TG, Sequans asked all direct suppliers of materials for such products to complete the Template or provide declarations regarding their use and the sources of 3TG. All suppliers responded. If any inconsistencies were identified, Sequans requested clarification from the suppliers concerned. Based on suppliers’ responses, Sequans was able to determine the country of origin of the conflict minerals used in some but not all of the In-Scope Products.
Sequans compared the SORs identified in the supply chain survey against the list of smelter facilities which have been identified as conformant by the RMI. Identified SORs were validated against the conformant smelter list issued by the RMI on April 1, 2024.
Product Description and Related Matters
Description of In-Scope Products: The In-Scope Products are integrated circuits (semiconductors) supporting single-mode LTE chipset solutions and certain system-in-package modules.
Facilities Used to Process Necessary Conflict Minerals in In-Scope Products:
Sequans has identified in its supply chain:
87 facilities for Gold, all of which are RMI conformant.
31 facilities for Tantalum, all of which are RMI conformant.
63 facilities for Tin, all of which are RMI conformant, or are no longer operating as SORs.
31 facilities for Tungsten, all of which are RMI conformant, or are no longer operating as SORs.
Sequans has not voluntarily elected to describe any of its products as “DRC conflict free,” and for this reason, an independent private sector audit of this report has not been conducted.
Information About Country of Origin of Necessary Conflict Minerals Used in In-Scope Products:
Suppliers identified the following countries of origin for the 3TG used in In-Scope Products;
Australia, Bolivia, Canada, China, Portugal, Russia, Spain, Vietnam.
In addition, some suppliers indicated that 3TG used in the In-Scope Products had originated in the DRC and adjoining countries without further specification. The Company has not otherwise been able to determine with reasonable certainty the countries of origin of the 3TG used in the In-Scope Products.
Information About Efforts to Determine Mine or Location of Origin: The description of the Company’s due diligence exercise set forth above under the heading “Due Diligence” covers Sequans’ efforts to determine the mine or location of origin with the greatest possible specificity.
Documents Incorporated by Reference
Unless otherwise stated herein, any documents, third-party materials or references to websites (including the Company’s) are not incorporated by reference in, or considered to be a part of, this report unless expressly incorporated by reference herein.
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