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Sequans Communications S.A. (SQNS) ("Sequans" or the "Company"), a leading developer and provider of 5G/4G IoT semiconductors and modules, today announced it is establishing a bitcoin treasury initiative, marking a strategic expansion alongside its core semiconductor cellular IoT business.
To implement this initiative, the Company has agreed to issue and sell approximately $195 million in equity securities and $189 million in principal amount of convertible secured debentures, for total gross proceeds of approximately $384 million, through private placement offerings.
"Our bitcoin treasury strategy reflects our strong conviction in bitcoin as a premier asset and a compelling long-term investment," said Georges Karam, CEO of Sequans. "We believe bitcoin’s unique characteristics will enhance our financial resilience and deliver significant value to our shareholders."
To implement this initiative, the Company expects to partner with Swan Bitcoin, a leading provider of bitcoin treasury management solutions.
While launching this new initiative, Sequans remains committed to its core mission of advancing cellular IoT. "We continue to support our customers with a robust 4G and 5G product roadmap, delivering innovative solutions to meet evolving IoT application needs and ensuring a seamless transition from 4G to 5G," Karam added.
The Company has entered into definitive agreements for the purchase and sale of (i) an aggregate of 1,392,857,140 ordinary shares, nominal value €0.01 per share, of the Company (the "Ordinary Shares"), represented by 139,285,714 American Depositary Shares (the "ADSs") (or pre-funded warrants in lieu thereof), and common warrants to purchase up to 208,928,460 Ordinary Shares represented by 20,892,846 ADSs (or pre-funded warrants in lieu thereof) exercisable within 90 days of the closing of the Equity Private Placement (as defined below), at a combined purchase price of $1.40 per ADS and common warrant, the equivalent of $0.14 per Ordinary Share and common warrant at the current ratio, in a private placement (the "Equity Private Placement") and (ii) secured convertible debentures (the "Secured Convertible Debentures") in the aggregate principal amount of $189 million and common warrants to purchase up to 202,499,980 Ordinary Shares represented by 20,249,998 ADSs (or pre-funded warrants in lieu thereof) exercisable within 90 days of the closing of the Debt Private Placement (as defined below) in a private placement (the "Debt Private Placement" and, together with the Equity Private Placement, the "Offering").
The Offering is expected to close on or around July 1, 2025, subject to shareholder approval at the Company’s ordinary and extraordinary general shareholders’ meeting on June 30, 2025 and customary closing conditions. Closing of the Debt Private Placement is contingent upon the completion of the Equity Private Placement for aggregate gross proceeds of not less than $195 million.
Northland Capital Markets and B. Riley Securities served as joint lead placement agents for the Offering. Yorkville Securities served as a placement agent for the Offering.
Lowenstein Sandler LLP is acting as U.S. legal counsel and ARCHERS (AARPI) is acting as French legal counsel to the Company. Goodwin Procter, LLP is acting as U.S. and French legal counsel to the placement agents.
The securities described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation D promulgated thereunder and, along with the Ordinary Shares represented by ADSs underlying the Secured Convertible Debentures, the pre-funded warrants and the common warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to registration rights agreements with investors, the Company will agree to file resale registration statements covering the securities described above.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.