SCHEDULE: 272 Capital and Wes Cummins Report Significant Decrease in Sequans Communications Stake Below 5% Threshold Amidst Share Dilution

272 Capital LP and its President, Wes Cummins, have reported a substantial reduction in their beneficial ownership of Sequans Communications to 2.8%, primarily due to a significant increase in the issuer's outstanding shares.

Summary

• 272 Capital LP and Wes Cummins, collectively the Reporting Persons, have filed Amendment No. 4 to their Schedule 13D regarding their beneficial ownership in Sequans Communications.
• As of July 7, 2025, Wes Cummins beneficially owns 40,251,840 Shares (4,025,184 ADSs), including 922,000 Shares subject to warrants exercisable within 60 days, representing 2.8% of the outstanding shares.
• As of July 7, 2025, 272 Capital beneficially owns 39,329,840 Shares (3,932,984 ADSs), representing 2.8% of the outstanding shares.
• This marks a significant decrease in percentage ownership from 16.4% for Wes Cummins and 16.2% for 272 Capital as of June 17, 2024.
• The primary reason for the percentage decrease is a substantial increase in Sequans Communications' outstanding shares, which grew from 253,875,282 as of March 31, 2025, to 1,427,163,962 as of July 7, 2025.
• As a result, both Reporting Persons have ceased to be beneficial owners of 5% or more of Sequans Communications' outstanding shares as of July 7, 2025.
• The Issuer's ADS conversion ratio changed from 4 Shares per ADS to 10 Shares per ADS, effective October 9, 2024.
• Wes Cummins received various warrant grants for board services, including 360,000 Shares (36,000 ADSs) on June 30, 2025, vesting through June 30, 2026.
• During the past 60 days from March 31, 2025, one BRAM Fund was terminated, resulting in the cessation of beneficial ownership of 812,400 Shares (81,240 ADSs).
• During the past 60 days from June 17, 2024, one BRAM Fund was sold, resulting in the cessation of beneficial ownership of 4,871,372 Shares (487,137 ADSs).

Sentiment

Score: 3

Explanation: The document reports a significant dilution of existing shares, leading to a substantial decrease in the reporting persons' percentage ownership. While a factual filing, the underlying event (massive share issuance) is generally negative for existing shareholders due to dilution.

Positives

• Wes Cummins continues to receive warrant grants for board services, indicating ongoing involvement and compensation.

Negatives

• The significant dilution of existing shares, evidenced by the increase in outstanding shares from 253,875,282 to 1,427,163,962, has substantially reduced the percentage ownership of 272 Capital and Wes Cummins.
• Both 272 Capital and Wes Cummins have ceased to be beneficial owners of 5% or more of the outstanding shares, potentially reducing their influence.

Risks

• Significant share dilution could negatively impact the value of existing shares.
• A reduction in a major shareholder's percentage below the 5% threshold might be perceived as a loss of a significant institutional investor's influence or commitment, though the absolute number of shares held by the reporting persons has remained relatively stable.

Industry Context

This filing reflects a change in the ownership structure of Sequans Communications, a company operating in the telecommunications or IoT chipset industry. The significant increase in outstanding shares suggests a recent capital raise or share issuance by the company, which is a common event in growth-oriented technology sectors to fund operations or expansion.

Comparison to Industry Standards

• Not applicable, as this document focuses on a specific shareholder's ownership changes rather than company performance metrics or industry benchmarks.

Related Party Transactions

• Wes Cummins, as President of 272 Capital and a board member of Sequans Communications, received warrants exercisable into Shares as compensation for his board services. These grants occurred annually from July 2, 2018, through June 30, 2025.

Stakeholder Impact

• Shareholders: Existing shareholders face significant dilution due to the substantial increase in outstanding shares, which reduces the value of each individual share. The reduction of a major institutional investor's stake below 5% might also impact market perception.
• Management/Board: Wes Cummins, as a board member, continues to receive compensation through warrant grants, indicating ongoing alignment with the company's performance.

Next Steps

• The June 2025 warrant grant to Wes Cummins will continue to vest from June 30, 2025, through June 30, 2026.

Key Dates

Keywords

Sequans Communications, Schedule 13D, beneficial ownership, 272 Capital LP, Wes Cummins, share dilution, ADS conversion, warrants, SEC filing, institutional ownership