SCHEDULE: Investment Group Led by YA II PN, Ltd. Discloses 9.9% Stake in Sequans Communications

YA II PN, Ltd. and its affiliates have disclosed a 9.9% beneficial ownership stake in Sequans Communications, acquired through a recent securities purchase agreement including ADSs and warrants.

Summary

• YA II PN, Ltd. and its affiliated entities, including YA Global Investments II (U.S.), LP, Yorkville Advisors Global, LP, Yorkville Advisors Global II, LLC, YAII GP, LP, YAII GP II, LLC, Mark Angelo, and SC-Sigma Global Partners, LP, have filed a Schedule 13G.
• The filing reports a beneficial ownership of 14,128,739 American Depository Shares (ADSs) of Sequans Communications, S.A.
• This aggregate amount represents 9.9% of the outstanding class of American Depository Shares.
• The ownership stems from a Securities Purchase Agreement entered into with Sequans Communications, S.A. on June 22, 2025.
• Under this agreement, YA II PN, Ltd. purchased 10,227,115 ADSs, 7,630,027 Pre-Funded Warrants, and 2,678,571 Common Warrants.
• The terms of the Pre-Funded Warrants and Common Warrants include a restriction preventing the Issuer from issuing additional ADSs to YA II if it would cause their aggregate beneficial ownership to exceed 9.99% of the then outstanding ADSs.

Sentiment

Score: 7

Explanation: The filing indicates a substantial investment by a financial group in Sequans Communications, providing capital and potentially signaling investor confidence. The 9.99% ownership cap on warrants is a standard protective measure for the issuer.

Positives

• A significant institutional investor, YA II PN, Ltd. and its affiliates, has taken a substantial 9.9% stake in Sequans Communications, potentially signaling confidence in the company's future.
• The investment includes a mix of American Depository Shares and warrants, providing capital to the issuer.

Negatives

• The 9.99% ownership cap imposed by the warrant terms limits the immediate upside for YA II PN, Ltd. to increase its stake beyond this threshold without further negotiation or a change in terms.

Risks

• The existence of warrants (Pre-Funded and Common) could lead to future dilution for existing shareholders if exercised, although the 9.99% cap limits immediate impact from this specific investor.
• The investment group's influence on the company's control is explicitly stated as not being the purpose of the acquisition, but the significant stake could still lead to increased scrutiny or influence.

Future Outlook

The document does not provide forward-looking statements or guidance from Sequans Communications. It primarily reports a past ownership event.

Industry Context

This filing indicates a significant investment by a financial group in a communications company, which is a common occurrence in the tech and telecom sectors where companies often seek capital for growth or operations. The specific nature of the warrants suggests a structured financing arrangement.

Comparison to Industry Standards

• This is a standard Schedule 13G filing reporting a beneficial ownership stake.
• The 9.9% ownership threshold is a common level for investors to report, often just below the 10% threshold that can trigger additional regulatory requirements or insider trading rules.
• The use of warrants in a securities purchase agreement is a common financing mechanism, particularly for growth-oriented companies. No specific comparable companies or projects are mentioned in the document.

Corporate Governance

Stakeholder Impact

• Shareholders: The capital infusion from the securities purchase agreement could support company operations and growth, potentially benefiting existing shareholders. The issuance of ADSs and warrants could lead to dilution, but the 9.99% cap on beneficial ownership from this specific investor limits immediate significant dilution from warrant exercise.
• Company: Receives capital from the securities purchase agreement, which can be used for strategic initiatives, operations, or debt reduction.

Key Dates

Keywords

Sequans Communications, ADSs, American Depository Shares, Warrants, Pre-Funded Warrants, Common Warrants, YA II PN Ltd, Yorkville Advisors, Beneficial Ownership, SEC Filing, Schedule 13G, Investment, Equity Stake, Capital Raise