SQNS Sequans Communications SA

This Amendment No. 2 (“ Amendment No.  2 ”) to the Schedule 13D (the “ Schedule 13D ”) is being filed on behalf of Nokomis Capital, L.L.C., a Texas limited liability company (“ Nokomis Capital ”), and Mr. Brett Hendrickson, the principal of Nokomis Capital, relating to Ordinary shares, nominal value €0.02, represented by American Depositary Shares (the “Common Stock”), of Sequans Communications S.A., a société anonyme incorporated in France (the “Issuer”).

This Schedule 13D relates to Common Stock of the Issuer purchased by Nokomis Capital on behalf of the accounts of certain private funds (collectively, the “Nokomis Accounts”). Nokomis Capital serves as the investment adviser to the Nokomis Accounts and may direct the vote and dispose of the 9,667,413 shares of Common Stock held by the Nokomis Accounts or which the Nokomis Accounts have a right to acquire. As the principal of Nokomis Capital, Mr. Hendrickson may direct the vote and disposition of the 9,667,413 shares of Common Stock held by the Nokomis Accounts or which the Nokomis Accounts have a right to acquire.

Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D. This Amendment No. 2 amends Items 3, 4, and 5 as set forth below.

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

As of April 30, 2019, the Nokomis Accounts had invested $40,137,184.73 (inclusive of brokerage commissions) in the Common Stock of the Issuer, warrants, and Convertible Notes. The source of these funds was the working capital of the Nokomis Accounts. On April 30, 2019, the Reporting Persons issued a firm commitment to purchase a new Convertible Note from the Issuer for $3,000,000, converting at $1.21 per ADS, on substantially similar terms as the Convertible Note issued in April 2015 with a maturity in April 2021.

Item 4. PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

The Reporting Persons hold an aggregate par value of $27,579,810 of the Convertible Notes, which contain a blocker provision that prohibits the conversion of the Convertible Notes by the Reporting Persons so as to not exceed 9.99% beneficial ownership of the number of outstanding shares of Common Stock of the Issuer at any time. On April 30, 2019, the Reporting Persons issued a firm commitment to purchase a new Convertible Note from the Issuer for $3,000,000, converting at $1.21 per ADS, on substantially similar terms as the Convertible Note issued in April 2015 with a maturity in April 2021.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed in this Schedule 13D, as amended. The Reporting Persons intent to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of the shares of Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment position in the Issuer as they deem appropriate including, without limitation, purchasing additional shares of Common Stock or selling some or all of their shares of Common Stock, except as may be limited by the Agreement.

Item 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 of this Schedule 13D is hereby amended and restated in its entirety as follows:

(a) The aggregate percentage of Common Stock reported to be beneficially owned by the Reporting Persons is based upon the sum of (i) 94,732,539 shares of Common Stock outstanding as of December 31, 2018 as reported on the Form 20-F filed by the Issuer on May 1, 2019, and (ii) 1,800,000 shares of Common Stock receivable by the Reporting Persons upon exercise of the warrants, and (iii) 200,000, the number of shares of Common Stock receivable by the Reporting Persons upon conversion of the amount of the Convertible Notes presently convertible by the Reporting Persons.

Nokomis Capital, as the investment adviser of the Nokomis Accounts, may be deemed to beneficially own the 9,667,413 shares of Common Stock held by the Nokomis Accounts or which the Nokomis Accounts have a right to acquire, representing approximately 9.99% of the issued and outstanding shares of Common Stock of the Issuer. This amount consists of (i) 7,667,413 shares of Common Stock, and (ii) 1,800,000 shares of Common Stock receivable by the Reporting Persons upon exercise of the warrants, and (iii) 200,000 shares of Common Stock receivable by the Reporting Persons upon conversion of the amount of the Convertible Notes presently convertible by the Reporting Persons. The Reporting Persons also hold 17,445,857 shares of Common Stock receivable upon the conversion of the Convertible Notes, which are not currently exercisable due to a beneficial ownership limitation of 9.99%.

In addition, Mr. Hendrickson, as principal of Nokomis Capital, the investment adviser of the Nokomis Accounts, may also be deemed to beneficially own the 9,667,413 shares of Common Stock held by the Nokomis Accounts or which the Nokomis Accounts have a right to acquire, representing approximately 9.99% of the issued and outstanding shares of Common Stock of the Issuer.

(b) Nokomis Capital and Mr. Hendrickson each has the shared power to vote and dispose of the Common Stock held by the Nokomis Accounts or which the Nokomis Accounts have a right to acquire reported in this Schedule 13D, as amended.

The filing of this Schedule 13D, as amended, shall not be construed as an admission that Nokomis Capital or Mr. Hendrickson is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any of the 9,667,413 shares of Common Stock held by the Nokomis Accounts or which the Nokomis Accounts have a right to acquire. Pursuant to Rule 13d-4, Nokomis Capital and Mr. Hendrickson disclaim all such beneficial ownership.

(c) The disclosure in Item 4 is incorporated herein by reference. Other than as disclosed in this Schedule 13D, as amended, there have been no transactions in the Common Stock during the past sixty (60) days by the Reporting Persons.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock.

(e) Not applicable.

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: April 30, 2019