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SEQUANS COMMUNICATIONS — Major Shareholding Notification 2025
Jul 14, 2025
34030_mrq_2025-07-14_8d155c7f-bb17-4943-badb-635e604f407a.zip
Major Shareholding Notification
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xml version="1.0" encoding="UTF-8"? SCHEDULE 13G Field: Pseudo-Tag; ID: Name; Data: YA II PN, Ltd. 0001463928 XXXXXXXX LIVE American Depository Shares, each representing ten (10) Ordinary Shares, nominal value Euro 0.01 07/07/2025 0001383395 Sequans Communications 817323306 15-55 BLVD Charles de Gaulle, Les Portes De La Defenses Colombes I0 92700 Rule 13d-1(c) YA II PN, Ltd. a E9 0.00 14128739.00 0.00 14128739.00 14128739.00 N 9.9 OO YA II PN, Ltd. ("YA") entered into a Securities Purchase Agreement with Sequans Communications, S.A. (the "Issuer") on June 22, 2025. YA II purchased 10,227,115 American Depository Shares ("ADSs"), 7,630,027 Pre-Funded Warrants and 2,678,571 Common Warrants. Under the terms of the Pre-Funded Warrants and Common Warrants, the Issuer is prohibited from issuing additional ADSs to YA II to the extent that it would cause the aggregate number of ADSs beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding ADSs of the Issuer. YA Global Investments II (U.S.), LP a DE 0.00 14128739.00 0.00 14128739.00 14128739.00 N 9.9 OO YA II PN, Ltd. ("YA") entered into a Securities Purchase Agreement with Sequans Communications, S.A. (the "Issuer") on June 22, 2025. YA II purchased 10,227,115 American Depository Shares ("ADSs"), 7,630,027 Pre-Funded Warrants and 2,678,571 Common Warrants. Under the terms of the Pre-Funded Warrants and Common Warrants, the Issuer is prohibited from issuing additional ADSs to YA II to the extent that it would cause the aggregate number of ADSs beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding ADSs of the Issuer. Yorkville Advisors Global, LP a DE 0.00 14128739.00 0.00 14128739.00 14128739.00 N 9.9 OO YA II PN, Ltd. ("YA") entered into a Securities Purchase Agreement with Sequans Communications, S.A. (the "Issuer") on June 22, 2025. YA II purchased 10,227,115 American Depository Shares ("ADSs"), 7,630,027 Pre-Funded Warrants and 2,678,571 Common Warrants. Under the terms of the Pre-Funded Warrants and Common Warrants, the Issuer is prohibited from issuing additional ADSs to YA II to the extent that it would cause the aggregate number of ADSs beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding ADSs of the Issuer. Yorkville Advisors Global II, LLC a DE 0.00 14128739.00 0.00 14128739.00 14128739.00 N 9.9 OO YA II PN, Ltd. ("YA") entered into a Securities Purchase Agreement with Sequans Communications, S.A. (the "Issuer") on June 22, 2025. YA II purchased 10,227,115 American Depository Shares ("ADSs"), 7,630,027 Pre-Funded Warrants and 2,678,571 Common Warrants. Under the terms of the Pre-Funded Warrants and Common Warrants, the Issuer is prohibited from issuing additional ADSs to YA II to the extent that it would cause the aggregate number of ADSs beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding ADSs of the Issuer. YAII GP, LP a DE 0.00 14128739.00 0.00 14128739.00 14128739.00 N 9.9 OO YA II PN, Ltd. ("YA") entered into a Securities Purchase Agreement with Sequans Communications, S.A. (the "Issuer") on June 22, 2025. YA II purchased 10,227,115 American Depository Shares ("ADSs"), 7,630,027 Pre-Funded Warrants and 2,678,571 Common Warrants. Under the terms of the Pre-Funded Warrants and Common Warrants, the Issuer is prohibited from issuing additional ADSs to YA II to the extent that it would cause the aggregate number of ADSs beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding ADSs of the Issuer. YAII GP II, LLC a DE 0.00 14128739.00 0.00 14128739.00 14128739.00 N 9.9 OO YA II PN, Ltd. ("YA") entered into a Securities Purchase Agreement with Sequans Communications, S.A. (the "Issuer") on June 22, 2025. YA II purchased 10,227,115 American Depository Shares ("ADSs"), 7,630,027 Pre-Funded Warrants and 2,678,571 Common Warrants. Under the terms of the Pre-Funded Warrants and Common Warrants, the Issuer is prohibited from issuing additional ADSs to YA II to the extent that it would cause the aggregate number of ADSs beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding ADSs of the Issuer. Mark Angelo a NJ 0.00 14128739.00 0.00 14128739.00 14128739.00 N 9.9 OO YA II PN, Ltd. ("YA") entered into a Securities Purchase Agreement with Sequans Communications, S.A. (the "Issuer") on June 22, 2025. YA II purchased 10,227,115 American Depository Shares ("ADSs"), 7,630,027 Pre-Funded Warrants and 2,678,571 Common Warrants. Under the terms of the Pre-Funded Warrants and Common Warrants, the Issuer is prohibited from issuing additional ADSs to YA II to the extent that it would cause the aggregate number of ADSs beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding ADSs of the Issuer. SC-Sigma Global Partners, LP a DE 0.00 14128739.00 0.00 14128739.00 14128739.00 N 9.9 OO YA II PN, Ltd. ("YA") entered into a Securities Purchase Agreement with Sequans Communications, S.A. (the "Issuer") on June 22, 2025. YA II purchased 10,227,115 American Depository Shares ("ADSs"), 7,630,027 Pre-Funded Warrants and 2,678,571 Common Warrants. Under the terms of the Pre-Funded Warrants and Common Warrants, the Issuer is prohibited from issuing additional ADSs to YA II to the extent that it would cause the aggregate number of ADSs beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding ADSs of the Issuer. Sequans Communications 15-55 BLVD Charles de Gaulle, Les Portes De La Defenses Colombes, France, 92700 YA II PN, Ltd. 1012 Springfield Ave., Mountainside, NJ 07092 Cayman Islands N OO 14,128,739 9.9 0 14,128,739 0 14,128,739 Y Y Y N YA II is beneficially owned by YA Global Investments II (U.S.), LP (the "YA Feeder"). Yorkville Advisors Global, LP (the "YA Advisor") is the investment manager to YA II. Yorkville Advisors Global II, LLC (the "YA Advisor GP") is the general partner to the YA Advisor. YAII GP, LP (the "YA GP") is the general partner to the YA Feeder. YAII GP II, LLC (the "Yorkville GP") is the general partner to the YA GP. Mark Angelo makes the investment decisions on behalf of YA II. Accordingly, each of YA II, YA Feeder, the YA Advisor, the YA Advisor GP, the YA GP, the Yorkville GP and Mark Angelo may be deemed affiliates and therefore may be deemed to beneficially own the same number of Class A Shares. YAII GP, LP is the general partner of SC-Sigma Global Partners, LP ("SC-Sigma"), which is an investor in YA II. YAII GP II, LLC is the general partner of YAII GP, LP. The YA Advisor is the investment manager to SC-Sigma. Accordingly, SC-Sigma, the YA GP, the Yorkville GP, the YA Advisor, and Mark Angelo may be deemed affiliates and therefore may be deemed to beneficially own the same number of shares of Class A Shares. For purposes of this filing, each of the reporting persons is deemed an affiliate of each other reporting person. Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. YA II PN, Ltd. /s/ David Gonzalez David Gonzalez, General Counsel 07/14/2025 YA Global Investments II (U.S.), LP /s/ David Gonzalez David Gonzalez, General Counsel 07/14/2025 Yorkville Advisors Global, LP /s/ David Gonzalez David Gonzalez, General Counsel 07/14/2025 Yorkville Advisors Global II, LLC /s/ David Gonzalez David Gonzalez, General Counsel 07/14/2025 YAII GP, LP /s/ David Gonzalez David Gonzalez, General Counsel 07/14/2025 YAII GP II, LLC /s/ David Gonzalez David Gonzalez, General Counsel 07/14/2025 Mark Angelo /s/ Mark Angelo Mark Angelo 07/14/2025 SC-Sigma Global Partners, LP /s/ David Gonzalez David Gonzalez, General Counsel 07/14/2025