ｼｰｸｱﾝｽｺﾐｭﾆｹｰｼｮﾝｽﾞADRの年次報告

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F


¨			REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934


þ			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024


¨			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to


¨			SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission file number 001-35135


SEQUANS COMMUNICATIONS S.A.

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

French Republic

(Jurisdiction of incorporation or organization)

15-55 Boulevard Charles de Gaulle

92700 Colombes, France

(Address of principal executive offices)

Georges Karam

Chairman and Chief Executive Officer

Sequans Communications S.A.

15-55 Boulevard Charles de Gaulle

92700 Colombes, France

Telephone: +33 1 70 72 16 00

Facsimile: +33 1 70 72 16 09

(Name, telephone, e-mail and/or facsimile number and address of company contact person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.


Title of each class	Symbol	Name of each exchange on which registered
American Depositary Shares, each representing four ordinary shares, nominal value €0.01 per share	SQNS	New York Stock Exchange
Ordinary shares, nominal value €0.01 per share		New York Stock Exchange*


*			Not for trading, but only in connection with the registration of American Depositary Shares.

Securities registered or to be registered pursuant to Section 12(g) of the Act.

Not Applicable

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

Not Applicable

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

Ordinary shares, nominal value €0.01 per share: 251,408,922 as of December 31, 2024

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes þ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.:

Large accelerated filer ¨ Accelerated filer ¨

Non-accelerated filer þ Emerging growth company ¨

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ¨

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ¨ No þ

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨

Indicate by check mark which basis for accounting the registrant has used to prepare the financing statements included in this filing:

U.S. GAAP ¨

International Financial Reporting Standards as issued

by the International Accounting Standards Board þ

Other ¨

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ¨ Item 17 ¨ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

SEQUANS COMMUNICATIONS S.A.

________________________________________________

FORM 20-F

ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024

_________________________________________________

TABLE OF CONTENTS


Introduction		1
Special Note Regarding Forward-Looking Statements and Industry Data		1

	PART I

Item 1.	Identity of Directors, Senior Management and Advisers	3
Item 2.	Offer Statistics and Expected Timetable	3
Item 3.	Key Information	3
Item 4.	Information on the Company	27
Item 4A.	Unresolved Staff Comments	37
Item 5.	Operating and Financial Review and Prospects	38
Item 6.	Directors, Senior Management and Employees	62
Item 7.	Major Shareholders and Related Party Transactions	72
Item 8.	Financial Information	76
Item 9.	The Offer and Listing	77
Item 10.	Additional Information	77
Item 11.	Quantitative and Qualitative Disclosures About Market Risk	88
Item 12.	Description of Securities Other than Equity Securities	89

	PART II

Item 13.	Defaults, Dividend Arrearages and Delinquencies	91
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	91
Item 15.	Controls and Procedures	91
Item 16A.	Audit Committee Financial Expert	93
Item 16B.	Code of Ethics	93
Item 16C.	Principal Accountant Fees and Services	93
Item 16D.	Exemptions from the Listing Standards for Audit Committees	93
Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	93
Item 16F.	Change in Registrant’s Certifying Accountant	93
Item 16G.	Corporate Governance	94
Item 16H.	Mine Safety Disclosure	94
Item 16I.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	94
Item 16J.	Insider Trading Policy	94
Item 16K.	Cybersecurity	94

	PART III

Item 17.	Financial Statements	96
Item 18.	Financial Statements	96
Item 19.	Exhibits	96

Signatures
Index to Consolidated Financial Statements

INTRODUCTION

Unless otherwise indicated, “Sequans Communications S.A.”, “Sequans Communications”, “the Company”, “we”, “us” and “our” refer to Sequans Communications S.A. and its consolidated subsidiaries.

In this annual report, references to the “euro” or “€” are to the euro currency of the European Union and references to “U.S. dollars” or “$” are to United States dollars.

Reference to “the Shares” are references to Sequans Communications’ Ordinary Shares, nominal value €0.01 per share, and references to “the ADSs” are to Sequans Communications’ American Depositary Shares (each representing ten Ordinary Shares), which are evidenced by American Depositary Receipts (ADRs).

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This annual report contains projections and forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than present and historical facts and conditions contained in this annual report on Form 20-F, including statements regarding our future results of operations and financial positions, business strategy, financing plans, the impact of the Qualcomm strategic transaction on our continuing operations, our ability to enter into new strategic agreements, expectations for Massive IoT sales, expectations regarding product revenue growth, the impact of inventory in our customers' supply chain on customer demand, our ability to convert our pipeline to revenue, our ability to maintain the NYSE listing of our ADS, and our objectives for future operations, are forward looking statements. These statements are only predictions and reflect our current beliefs and expectations with respect to future events and are based on assumptions and subject to risk and uncertainties and subject to change at any time. We operate in a very competitive and rapidly changing environment. New risks emerge from time to time. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. Actual events or results may differ materially from those contained in the projections or forward-looking statements. Some of the factors that could cause actual results to differ materially from the forward-looking statements contained herein include, without limitation:

•the contraction or lack of growth of markets in which we compete and in which our products are sold;

•unexpected increases in our expenses resulting from tariffs, inflationary pressures and rising interest rates, including manufacturing and operating expenses and interest expense;

•our inability to adjust spending quickly enough to offset any unexpected revenue shortfall;

•delays or cancellations in spending by our customers;

•unexpected average selling price reductions;

•the significant fluctuation to which our quarterly revenue and operating results are subject due to cyclicality in the wireless communications industry and transitions to new process technologies;

•our inability to anticipate the future market demands and future needs of our customers;

•our inability to achieve new design wins or for design wins to result in shipments of our products at levels and in the timeframes we currently expect;

•our inability to enter into and execute on strategic alliances;

•the impact of component shortages, suppliers’ lack of production capacity, natural disasters or pandemics on our sourcing operations and supply chain;

•the impact of the Ukraine-Russia conflict on our independent contractors located in Ukraine and the Israeli-Hamas conflict on our employees located in Israel;

•our ability to raise debt and equity financing; and

•other factors detailed in documents we file from time to time with the Securities and Exchange Commission.

In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” as well as similar expressions. Forward-looking statements reflect our current views with respect to future events, are based on assumptions and are subject to risks, uncertainties and other important factors. We operate in a very competitive and rapidly changing environment. New risks emerge from time to time. We cannot assure you that our plans, intentions or expectations will be achieved. Our actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained in this prospectus supplement as described in “Item 3.D—Risk Factors”, “Item 4—Information on the Company” and “Item 5—Operating and Financial Review and Prospects”. Given these risks, uncertainties and other important factors, you should not place undue reliance on these forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth in this annual report.

Also, these forward-looking statements represent our estimates and assumptions only as of the date such forward-looking statements are made. Except as required by law, we assume no obligation to update any forward-looking statements publicly, whether as a result of new information, future events or otherwise.

PART I

Item 1. Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable.

Item 3. Key Information

A. Selected Financial Data

[Reserved]

B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

Our business faces significant risks. You should carefully consider all of the information set forth in this annual report and in our other filings with the United States Securities and Exchange Commission (“SEC”), including the following risk factors which we face, and which are faced by our industry. Our business, financial condition or results of operations could be materially adversely affected by any of these risks. This report also contains forward-looking statements that involve risks and uncertainties. Our results could materially differ from those anticipated in these forward-looking statements, as a result of certain factors including the risks described below and elsewhere in this report and our other SEC filings. See “Special Note Regarding Forward-Looking Statements” on page 1.

Risk Factor Summary

Risks Related to Our Business and Industry

We have a history of losses and may not achieve or sustain profitability in the future.

•Our industry is subject to rapid technological change.

•If we are unable to effectively manage our business through periods of economic or market slow-down and any subsequent future growth, we may not be able to execute our business plan.

•If we fail to successfully develop, commercialize, produce and sell our module product line, our business, revenue and operating results may be harmed.

•We depend on a small number of customers for a significant portion of our revenue.

•Our customers may cancel their orders, change production quantities or delay production, and if we fail to forecast demand for our products accurately, we may incur product shortages, delays in product shipments or excess or insufficient product inventory, which could harm our business.

•If customers do not design our semiconductor solutions into their product offerings, our business would be harmed.

•If we are unable to compete effectively, we may not increase or maintain our revenue or market share.

•If we experience material changes to the competitive structure of our industry, we may not increase or sustain our revenue or market share.

•Our business may be impacted by political events, war, terrorism, business interruptions and other geopolitical events and uncertainties beyond our control, including the Russian-Ukraine and the Israeli-Hamas conflicts.

•We have significant ongoing capital requirements.

•The average selling prices of our semiconductor solutions have historically decreased over time.

•The semiconductor and communications industries have historically experienced significant fluctuations with prolonged downturns.

•The complexity of our semiconductor solutions could result in unforeseen delays or expenses from undetected defects or design errors in hardware or software.

•We are subject to risks inherent in our international operations.

•We depend on the commercial deployment of 4G LTE narrow band variants and 5G communications equipment, products and services to grow our business.

•Rapidly changing standards could make our semiconductor solutions obsolete.

•Changes in current laws or regulations or the imposition of new laws or regulations could impede the sale of our products or otherwise harm our business.

•Fluctuations in foreign exchange rates may harm our financial results.

•Our global operations are subject to risks for which we may not be adequately insured.

Risks Related to the Manufacture of Our Products

•Global supply chain constraints may negatively impact our business.

•Certain natural disasters may negatively impact our business.

•We depend on one independent foundry to manufacture our semiconductor wafers and do not have a long-term agreement with such foundry.

•If our foundry vendor does not achieve satisfactory yields or quality, our reputation and customer relationships could be harmed.

•We depend on one technology partner to provide components for and to manufacture the Monarch SiP.

•Any increase in the manufacturing cost of our products would reduce our gross margins and operating profit.

•We outsource our assembly, testing, warehousing and shipping operations to third parties.

•We may experience difficulties in transitioning to new wafer fabrication process technologies or in achieving higher levels of design integration.

Risks Related to Intellectual Property Rights

•Our business substantially depends on intellectual property licensed from Qualcomm, and we may be unable to successfully grow our business due to the covenants under the Qualcomm asset purchase agreement and license agreement.

•We or our customers may be required to obtain licenses for certain so-called “standard essential patents” in order to comply with applicable standards.

•We may not be able to obtain, or may choose not to obtain, sufficient intellectual property rights to provide us with meaningful protection or commercial advantage.

•Assertions by third parties of infringement by us or our customers of their intellectual property rights could result in significant costs and cause our operating results to suffer.

•Any potential dispute involving our patents or other intellectual property could also include our industry partners and customers, which could trigger our indemnification obligations to them and result in substantial expense to us.

•Our failure to comply with obligations under open source licenses could require us to release our source code to the public or cease distribution of our products.

Risks Related to Our Internal Control Over Financial Reporting

•We identified material weaknesses in our internal control over financial reporting during 2024 and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements or otherwise adversely affect the accuracy, reliability or timeliness of our financial statements.

Risks Related to Ownership of Our Shares and ADSs

•Until recently, we were not in compliance with the Continued Listing Criteria of the New York Stock Exchange (NYSE), and our failure to regain compliance may result in the delisting of our ADSs.

•Fluctuations in our operating results on a quarterly or annual basis and difficulty predicting our quarterly operating results could cause the market price of the ADSs to decline.

•If securities or industry analysts cease to publish research reports about us or our industry, or if they adversely change their recommendations regarding the ADSs, the market price for the ADSs and trading volume could decline.

•If we raise additional capital in the future, your ownership in us could be diluted.

•We have no present intention to pay dividends on our ordinary shares in the foreseeable future.

•You may not be able to exercise your right to vote the ordinary shares underlying your ADSs.

•As a foreign private issuer, we are exempt from certain rules under the U.S. securities laws and are permitted to file less information with the SEC than a U.S. company, which may limit the information available to holders of the ADSs.

•As a foreign private issuer, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from NYSE corporate governance listing standards.

•U.S. holders of the ADSs may suffer adverse tax consequences if we are characterized as a Passive Foreign Investment Company.

•We may be subject to legal actions that could distract our management and increase costs.

•You may be unable to recover in civil proceedings for U.S. securities laws violations.

•ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement.

•The rights of shareholders in companies subject to French corporate law differ in material respects from the rights of shareholders of corporations incorporated in the United States.

•Our by-laws and French corporate law contain provisions that may delay or discourage a takeover attempt.

•The exercise or conversion of outstanding stock options, founders' warrants, restricted shares, warrants and convertible notes into ordinary shares will dilute the percentage ownership of our other shareholders.

General Risks

•The loss of any of our key personnel could seriously harm our business.

•Adverse outcomes in tax disputes could subject us to tax assessments and potential penalties.

•Our business and operations could suffer in the event of security breaches.

•Changes in International Financial Reporting Standards (“IFRS”) could adversely affect our financial results and may require significant changes to our internal accounting systems and processes.

•In preparing our financial statements we make certain assumptions, judgments and estimates that affect amounts reported in our consolidated financial statements, which, if not accurate, may significantly impact our financial results.

Risks Related to Our Business and Industry

We have a history of losses and we may not achieve or sustain profitability in the future, on a quarterly or annual basis.

We have incurred losses on an annual basis since inception,with the exception of the year ended December 31, 2024 due to an unusual and significant gain on the sale of certain 4G assets. Without this gain, we would have been in a loss position in 2024 as well. We experienced net loss of $41.0 million in 2023. In 2024, we recorded net profit of $57.6 million, including a $153.1 million gain on the sale of 4G assets. At December 31, 2024, our accumulated deficit was $35.8 million. We expect to continue to incur significant expense related to the development of our future products and expansion of our business, although at a lower rate than in 2024. Additionally, we may encounter unforeseen difficulties, complications, product delays and other unknown factors that require additional expense. As a result of these expenditures, we will have to generate and sustain substantially increased revenue to achieve profitability. If we do not, we may not be able to achieve or maintain profitability, and we may continue to incur significant losses in the future.

Our industry is subject to rapid technological change that could result in decreased demand for our products and those of our customers, or result in new specifications or requirements for our products, each of which could negatively affect our revenues, margins and operating results.

The markets in which we and our customers compete or plan to compete are characterized by rapidly changing technologies and industry standards and technological obsolescence, including the evolving trends in IoT and the emergence of several variants of 5G. Our ability to compete successfully depends on our ability to design, develop, manufacture, assemble, test, market and support new products and enhancements on a timely and cost-effective basis. A fundamental shift in technologies in any of our target markets could harm our competitive position within these markets. In addition, such shifts can cause a significant decrease in our revenues and adversely affect our operating results. Our failure to anticipate these shifts, to develop new technologies or to react to changes in existing technologies could materially delay our development of new products, which could result in product obsolescence, decreased revenue and a loss of design wins. The development of new technologies and products generally requires substantial investment before they are commercially viable. We intend to continue to make substantial investments in developing new technologies and products, including our 5G products, although at a lower level than in 2024, and it is possible that our development efforts will not be successful and that our new technologies and products will not be accepted by customers or result in meaningful revenue. If the semiconductor solutions we develop fail to meet market or customer requirements or expectations, or do not achieve market acceptance, our operating results and competitive position would suffer.

Our success and the success of our new products will depend on accurate forecasts of future technological developments, customer and consumer requirements and long-term market demand, as well as on a variety of specific implementation factors, including:

•accurate prediction of the size and growth of the 4G and 5G markets;

•accurate prediction of changes in device manufacturer requirements, technology, industry standards or consumer expectations, demands and preferences;

•accurate prediction of the growth of the Internet of Things markets and 5G networks;

•timely and efficient completion of process design and transfer to manufacturing, assembly and testing, and securing sufficient manufacturing capacity to allow us to continue to timely and cost-effectively deliver products to our customers;

•market acceptance, adequate consumer demand and commercial production of the products in which our semiconductor solutions are incorporated;

•the quality, performance, functionality and reliability of our products as compared to competing products and technologies; and

•effective marketing, sales and customer service.

The markets for our semiconductor solutions are characterized by frequent introduction of next generation and new products with new features and functionalities, short product life cycles in the case of consumer products and significant price competition. If we or our customers are unable to manage product transitions in a timely and cost-effective manner, our business and results of operations would suffer. In addition, frequent technology changes and introduction of next generation products may result in inventory obsolescence, which could reduce our gross margins and harm our operating performance. If we fail to timely introduce new products that meet the demands of our customers or our target markets, or if we fail to penetrate new markets, our revenue will decrease, and our financial condition would suffer.

If we are unable to effectively manage our business through periods of economic or market slow-down and any subsequent future growth, we may not be able to execute our business plan and our operating results could suffer.

Our future operating results depend to a large extent on our ability to successfully manage our business through periods of economic or market slow-down, and periods of subsequent expansion and growth. To manage our growth successfully, we believe we must, among other things, effectively:

•recruit, hire, train and manage additional qualified engineers for our research and development activities, especially in the positions of design engineering, product and test engineering, and applications engineering;

•add additional sales personnel and expand sales offices;

•add additional finance and information systems personnel;

•implement and improve our administrative, financial and operational systems, procedures and controls; and

•enhance our information technology support for enterprise resource planning and design engineering by adapting and expanding our systems and tool capabilities, and properly training new hires as to their use.

Furthermore, to remain competitive and manage future expansion and growth, we must carry out extensive research and development, which requires significant capital investment. New competitors, technological advances in the semiconductor industry or by competitors, our entry into new markets, or other competitive factors may require us to invest significantly greater resources than we anticipate. If we are required to invest significantly greater resources than anticipated without a corresponding increase in revenue, our operating results could decline. Additionally, our periodic research and development expenses may be independent of our level of revenue, which could negatively impact our financial results. Finally, there can be no guarantee that our research and development investments will result in products that create additional revenue.

During periods of economic or market slow-down, we must also effectively manage our expenses to preserve our ability to carry out such research and development. We are likely to incur product and market development costs earlier than some of the anticipated benefits, and the return on these investments, if any, may be lower, may develop more slowly than we expect, or may not materialize at all, which could harm our operating results. We dedicate a large portion of our operating expenses to our development of new products, which we do not expect will result in significant product revenues in the short-term.

If we are unable to manage our business during both periods of economic or market slow-down and periods of growth effectively, we may not be able to take advantage of market opportunities or develop new products, and we may fail to satisfy customer requirements, maintain product quality, execute our business plan or respond to competitive pressures, any of which could harm our operating results.

If we fail to successfully develop, commercialize, produce and sell our module product line, our business, revenue and operating results may be harmed.

Our modules incorporate many components in addition to our chipsets. We may lack the purchasing power to acquire at competitive prices certain components required to produce modules, and we do not expect to be able to command selling prices for those modules that allow us to maintain traditional semiconductor-only margins for the full module. Currently, and in the coming year at least, modules could represent a large portion of our revenue mix, which would negatively impact our overall gross margin. Certain large customers may decide to buy the modules directly from the manufacturers who purchase our chipsets, rather than us, in order to reduce their costs. This may result in a reduction of our revenue and gross profit, but an improvement of overall gross margin percentage, compared to the case where we sell the modules ourselves.

Module components may be sourced from numerous different suppliers. Some of these components have been and may periodically be in short supply or be subject to long lead times, which could affect our ability to meet customer demand for our modules, therefore delaying our revenue. In addition, we rely on various contract manufacturers to produce our modules. If these manufacturers encounter any issues with production capacity, quality or reliability of their products, it could adversely affect our revenue and our reputation in the market. If our ability to expand our product platform is significantly delayed or if we are unable to leverage our module as expected, our business and financial condition could be materially and adversely affected.

If customers request from us, and we agree to provide, a wide variety of module variants or stock-keeping units, or SKUs, to support different operators or different end-applications, our expenses associated with developing, sourcing and certifying our module products would increase. In addition, managing supply and demand across multiple SKUs may increase the possibility that we will under-or over-forecast a given SKU, resulting in either delayed revenue or excess inventory.

Participating in the module business could create a perception among our customers that we are competing with them if they are also in the module business, which could impair our chipset business prospects with such customers. The module can be considered an end product with full 4G LTE functionality; therefore, there is market pressure for us to sell our modules with standard essential IP indemnification from manufacturers of products not normally incorporating a communication function. We intend to seek license agreements for the module in order to offer standard indemnification to our manufacturing partners, but there can be no assurance that we will be successful in obtaining licenses for standard essential IP on acceptable terms.

We depend on a small number of customers for a significant portion of our revenue. If we fail to retain or expand customer relationships, our business could be harmed.

A significant amount of our total revenue is attributable to a small number of customers, and we anticipate that this will continue to be the case for the foreseeable future. These customers may decide not to purchase our semiconductor solutions and services at all, to purchase fewer semiconductor solutions and services than they did in the past or to alter the terms on which they purchase our products and services. In addition, to the extent that any customer represents a disproportionately high percentage of our accounts receivable, our exposure to that customer is further increased should they be unable or choose not to pay such accounts receivable on a timely basis or at all.

Our top ten customers accounted for 95%, 92% and 97% of our total revenue in 2022, 2023 and 2024 respectively; four customers each accounted for more than 10% of our total revenue in 2022, two customers each accounted for more than 10% of our total revenue in 2023 and three customers each accounted for more than 10% of our total revenue in 2024. The following table summarizes customers representing a significant portion of total revenue:


Customer	% of total revenues for the year ended December 31,						% of our trade receivable at December 31,
	2022		2023		2024		2024
A	—	%	—	%	53	%	7	%
B	Less than 10%		Less than 10%		15	%	27	%
C	33	%	56	%	12	%	—	%
D	11	%	16	%	Less than 10%		—	%
E	24	%	Less than 10%		Less than 10%		20	%
F	14	%	—	%	0		—	%

We expect that some of our customers could each represent at least 10% of our revenue in 2025. The loss of any significant customer, a significant reduction in sales we make to them in general or during any period, or any issues with collection of receivables from customers would harm our financial condition and results of operations. Furthermore, we must obtain orders from new customers on an ongoing basis to increase our revenue and grow our business. If we fail to expand our customer relationships, our business could be harmed.

Consolidation among our customers could also lead to increased customer bargaining power, or reduced customer spending. Further, new business may be delayed if a key customer uses its leverage to push for terms that are worse for us and we nonetheless continue to negotiate for better terms, in which case revenue in any particular quarter or year may fail to meet expectations. Also, the loss of any of these customers or the failure to secure new contracts with these customers could further increase our reliance on our remaining customers. Further, if any of our key customers default, declare bankruptcy or otherwise delay or fail to pay amounts owed, or we otherwise have a dispute with any of these customers, our results of operations would be negatively affected in the short term and possibly the long term. These customers may seek to renegotiate pre-existing contractual commitments due to adverse changes in their own businesses or, in some cases, take advantage of contractual provisions that permit the suspension of contracted work for some period if their business experiences a financial hardship, which would harm our operating results. To the extent our customers experience liquidity constraints, we may incur bad debt expense, which may have a significant impact on its results of operations. Major customers may also seek pricing, payment, intellectual property-related, or other commercial terms that are less favorable to us, which may have a negative impact on our business, cash flow, revenue and gross margins. In addition, these events could cause significant fluctuations in results of operations because our expenses are fixed in the short term and it takes us a long time to replace customers or reassign resources.

Our customers may cancel their orders, change production quantities or delay production, and if we fail to forecast demand for our products accurately, we may incur product shortages, delays in product shipments or excess or insufficient product inventory, which could harm our business.

We do not have firm, long-term purchase commitments from our customers. Substantially all of our sales are made on a purchase order basis, and in most cases, our customers are not contractually committed to buy any quantity of products from us beyond firm purchase orders. Additionally, customers may cancel, change or delay purchase orders already in place under certain conditions. Because production lead times often exceed the amount of time required to fulfill orders, we often must manufacture in advance of orders, relying on an imperfect demand forecast to project volumes and product mix. Our ability to accurately forecast demand can be harmed by a number of factors, including inaccurate forecasting by our customers, changes in market conditions, changes in our product order mix and demand for our customers’ products. Even after an order is received, our customers may cancel these orders or request a decrease in production quantities if certain lead times are respected. Any such cancellation or decrease subjects us to a number of risks, most notably, that our projected sales will not materialize on schedule or at all, leading to unanticipated revenue shortfalls and excess or obsolete inventory, which we may be unable to sell to other customers. Alternatively, if we are unable to project customer requirements accurately, we may not manufacture enough semiconductor solutions, which could lead to delays in product shipments and lost sales opportunities in the near term, as well as force our customers to identify alternative sources, which could affect our ongoing relationships with these customers. We have in the past had customers significantly increase their requested production quantities with little or no advance notice. If we do not fulfill customer demands in a timely manner, our customers may cancel their orders, and we may be subject to customer claims for cost of replacement.

Underestimating or overestimating demand would lead to insufficient, excess or obsolete inventory and could harm our operating results, cash flow and financial condition, as well as our relationships with our customers and our reputation in the marketplace.

If customers do not design our semiconductor solutions into their product offerings, or if our customers’ product offerings are not commercially successful, our revenue and our business would be harmed.

We sell our semiconductor solutions directly to OEMs who include them in their products, and to ODMs who include them in their products that they supply to OEMs. As a result, we rely on OEMs to design our semiconductor solutions into the products they sell. Because our semiconductor solutions are generally a critical component of our customers’ products, they are typically incorporated into our customers’ products at the design stage, and the design cycle typically takes at least 12 months and frequently much more to complete before generating sales of our products. Without these design wins, our revenue and our business would be significantly harmed. We often incur significant expenditures on the development of a new semiconductor solution without any assurance that an OEM will select our semiconductor solution for design into its own product. Because the types of semiconductor solutions we sell are a critical aspect of an OEM’s product, once an OEM designs a competitor’s semiconductor into its product offering, it becomes significantly more difficult for us to sell our semiconductor solutions to that customer for a particular product offering as changing suppliers involves significant cost, time, effort and risk for the customer. Further, if we are unable to develop new products in a timely manner for inclusion in such products, or if major defects or errors that might significantly impair performance or standards compliance are found in our products after inclusion by an OEM, OEMs will be unlikely to include our semiconductor solutions into their products and our reputation in the market and future prospects would be harmed.

Furthermore, even if an OEM designs one of our semiconductor solutions into its product offering, we cannot be assured that its product will be commercially successful and that we will receive any revenue from that OEM. This risk is heightened because some of our customers, particularly in the massive Internet of Things markets, do not have significant experience designing products utilizing 4G technology. If our customers’ products incorporating our semiconductor solutions fail to meet the demands of their customers or otherwise fail to achieve market acceptance, our revenue and business would be harmed.

If we are unable to compete effectively, we may not increase or maintain our revenue or market share, which would harm our business.

We may not be able to compete successfully against current or potential competitors. If we do not compete successfully, our revenue and market share may decline. We face or expect to face competition from established semiconductor companies such as Altair Semiconductor (a Sony Corporation subsidiary), HiSilicon Technologies (a Huawei subsidiary), Mediatek, Nordic Semiconductor, RDA, Samsung Electronics Co. Ltd. and Unisoc (formerly Spreadtrum Communications), as well as smaller actors in the market such as GCT Semiconductor.

Our largest competitor is Qualcomm Incorporated, who acquired the intellectual property of certain of our 4G products in 2024. Until we are able to introduce new products, we will be competing against Qualcomm selling similar products, differentiating our offering primarily based our ability to provide better customer support.

Many of our competitors have longer operating histories, significantly greater resources and name recognition, and a larger base of existing customers than us. The significant resources of these larger competitors may allow them to respond more quickly than us to new or emerging technologies or changes in customer requirements or to bring new products to market in a more timely manner than us. For example, some competitors may have greater access or rights to complementary technologies, including GNSS (GPS), Bluetooth, sensors, graphic processing, etc., and we may need to develop or acquire complementary technologies or partner with others to bring to market solutions that integrate enhanced functionalities. We expect to pursue such transactions or partnerships if appropriate opportunities arise. However, we may not be able to identify suitable transactions or partners in the future, or if we do identify such transactions or partners, we may not be able to complete them on commercially acceptable terms, or at all. In addition, these competitors may have greater credibility with our existing and potential customers. Many of these competitors are located in Asia or have a significant presence and operating history in Asia and, as a result, may be in a better position than we are to work with manufacturers and customers located in Asia. Many of our competitors have been doing business with customers for a longer period of time and have well-established relationships, which may provide them with advantages, including access to information regarding future trends and requirements that may not be available to us. In addition, some of our competitors may provide incentives to customers or offer bundled solutions with complementary products, which could be attractive to some customers, or adopt more aggressive pricing policies, which may make it difficult for us to gain or maintain market share.

Our ability to compete effectively will depend on a number of factors, including:

•our ability to anticipate market and technology trends and successfully develop products that meet market needs;

•our ability to deliver products in large volume on a timely basis at competitive prices;

•our ability to technically support our customers in their integration of our technology into their products;

•our success in identifying and penetrating new markets, applications and customers;

•our ability to accurately understand the price points and performance metrics of competing products in the market;

•our products’ performance and cost-effectiveness relative to those of our competitors;

•our ability to develop and maintain relationships with key customers, wireless carriers, OEMs and ODMs;

•our ability to secure sufficient high-quality supply for our products;

•our ability to conform to industry standards while developing new and proprietary technologies to offer products and features previously not available in the 4G and 5G markets;

•our ability to develop or acquire complementary technologies or to partner with others to bring to market products with enhanced functionalities; and

•our ability to recruit design and application engineers with expertise in wireless broadband communications technologies and sales and marketing personnel.

Our current or future competitors may establish cooperative relationships among themselves or with third parties. In addition, there has been consolidation within our industry over the past several years, notably the acquisition of smaller competitors by larger competitors with significantly greater resources than ours. These events may result in the emergence of new competitors with greater resources and scale than ours that could acquire significant market share, which could result in a decline of our revenue and market share. Our ability to maintain our revenue and market share will depend on our ability to compete effectively despite material changes in industry structure. If we are unable to do so, we may not increase or sustain our revenue or market share, which would harm our business. In addition, actual or speculated consolidation among competitors, or the acquisition by, or of, our partners and/or resellers by competitors can increase the competitive pressures faced by us as customers may delay spending decisions or not purchase our products at all. Consolidation could also delay spending or require us to reduce the prices of our products to compete, which could also adversely affect our business.

Our business may be impacted by political events, war, terrorism, business interruptions and other geopolitical events and uncertainties beyond our control, including the Russian-Ukraine and Israeli-Hamas conflicts.

War, terrorism, geopolitical uncertainties and other business interruptions could cause damage to, disrupt or cancel sales of our products and services on a global or regional basis, which could have a material adverse effect on our business or vendors with which we do business. Such events could also make it difficult or impossible for us to deliver products and services to our customers, or to advance our product development efforts. In addition, territorial invasions can lead to cybersecurity attacks on technology companies, such as ours, located far outside of the conflict zone. In the event of prolonged business interruptions due to geopolitical events, we could incur significant losses, require substantial recovery time and experience significant expenditures in order to resume our business operations.

We have certain key engineering competencies performed by a team of 27 engineers in Israel, and we outsource some application software development and testing activities to a Kyiv, Ukraine-based dedicated team of 22 software engineers from a global US-based independent third-party provider of engineering services. If the ongoing Russian-Ukraine or the Israeli-Hamas conflicts intensify, or if Ukraine experiences further political instability, the engineers in Ukraine or Israel may be unable to work for a sustained period of time, which could adversely impact our research and development operations. We have developed contingency plans if these engineers are unable to continue working on their projects for us for a sustained period of time, but if our contingency plans are not effective, or sanctions are imposed that prevent us from conducting business in Ukraine or Israel, we could suffer delays in product introduction or delays in resolution of customer software bugs, which could have a negative impact on our revenues.

We do not and cannot know if the current uncertainties in these geopolitical areas, which are unfolding in real-time, may escalate and result in broad economic and security conditions, which could result in material implications for our business. In addition, our insurance policies typically contain a war exclusion of some description and we do not know how our insurers are likely to respond in the event of a loss alleged to have been caused by geopolitical uncertainties.

We have significant ongoing capital requirements that could have a material effect on our business and financial condition if we are unable to generate sufficient cash from operations.

Our business requires significant capital investment to carry out extensive research and development in order to remain competitive. At the same time, demand for our products is highly variable and there have been downturns.

If our cash on hand, net proceeds from financing activities and cash generated from operations are not sufficient to fund our operations and capital requirements, we may be required to limit our growth, or enter into financing arrangements at unfavorable terms, any of which could harm our business and financial condition.

Additionally, we anticipate that strategic alliances and partnerships will be an important source of revenue and possible financing for us going forward. If we are unable to develop alliances with or otherwise attract investment from strategic partners, or if strategic partners are not willing to enter into transactions with us on favorable terms, our business and financial condition could be harmed.

The average selling prices of our semiconductor solutions have historically decreased over time and will likely do so in the future, which could harm our gross profits and financial results.

Average selling prices of our semiconductor solutions have historically decreased over time, although such decreases were reduced or eliminated during the inflationary period in 2022 and 2023, and we expect such declines to continue to occur in the future for similar products with similar features. Our gross profits and financial results will suffer if we are unable to offset reductions in our average selling prices by reducing our costs, developing new or enhanced semiconductor solutions on a timely basis with higher selling prices or gross profits, or increasing our sales volumes. Even if we are successful in reducing our costs or improving sales volumes, such improvements may not be sufficient to offset declines in average selling prices in the future. Additionally, because we do not operate our own manufacturing, assembly or testing facilities, we may not be able to reduce our costs and our costs may even increase, either of which would reduce our margins. In the past, we have reduced the prices of our semiconductor solutions in line with, and at times in advance of, competitive pricing pressures, new product introductions by us or our competitors and other factors. We expect that we will have to do so again in the future.

The semiconductor and communications industries have historically experienced significant fluctuations with prolonged downturns, which could impact our operating results, financial condition and cash flows.

The semiconductor industry has historically been cyclical, experiencing significant downturns in customer demand. Because a significant portion of our expenses is fixed in the near term or is incurred in advance of anticipated sales, we may not be able to decrease our expenses rapidly enough to offset any unanticipated shortfall in revenue. If this situation occurs, it could harm our operating results, cash flow and financial condition. Furthermore, the semiconductor industry has periodically experienced periods of increased demand and production constraints, including recent supply chain challenges. When this occurs, we may not be able to obtain sufficient quantities of our semiconductor solutions to meet the increased demand, resulting in lost sales, loss of market share and harm to our customer relationships. We may also have difficulty in obtaining sufficient assembly and testing resources from our subcontract manufacturers. Any factor adversely affecting the semiconductor industry in general, or the particular segments of the industry that we target, may harm our ability to generate revenue and could negatively impact our operating results.

The communications industry has experienced pronounced downturns, and these cycles may continue in the future. A future decline in global economic conditions and increasing inflationary pressure could have adverse, wide-ranging effects on demand for our semiconductor solutions and for the products of our customers, particularly wireless communications equipment manufacturers or other participants in the wireless industry, such as wireless carriers. Recent increases in inflation and interest rates and economic recessions that harm the global economy and capital markets also harm our customers and our end consumers. Specifically, the continued deployment of new 5G networks requires significant capital expenditures and wireless carriers may choose not to undertake network expansion efforts during an economic downturn or time of other economic uncertainty. Our customers’ ability to purchase or pay for our semiconductor solutions and services, obtain financing and upgrade wireless networks could be harmed, and networking equipment providers may slow their research and development activities, cancel or delay new product development, reduce their inventories and take a cautious approach to acquiring our products, which would have a significant negative impact on our business. If such economic situations were to continue or worsen, our operating results, cash flow and financial condition could be harmed. In the future, any of these trends may also cause our operating results to fluctuate significantly from year to year.

The complexity of our semiconductor solutions could result in unforeseen delays or expenses from undetected defects or design errors in hardware or software, which could reduce the market acceptance for our semiconductor solutions, damage our reputation with current or prospective customers and increase our costs.

Highly complex semiconductor solutions such as ours can contain defects and design errors, which, if significant, could impair performance or prevent compliance with industry standards. We have not in the past, but may in the future, experience such significant defects or design errors.

In addition, our semiconductor solutions must be certified by individual wireless carriers that such solutions function properly on the carrier’s network before our solutions can be designed into a particular product. If any of our semiconductor solutions have reliability, quality or compatibility problems from defects or design errors, we may not be able to successfully correct these problems in a timely manner, or at all. Furthermore, we may experience production delays and increased costs correcting such problems. Issues in the carrier certification process, which varies among carriers, may also create delays. Consequently, and because our semiconductor solutions are a critical component of our customers’ products, our reputation may be irreparably damaged, and customers may be reluctant to buy our semiconductor solutions, which could harm our ability to retain existing customers and attract new customers and harm our financial results. In addition, these defects or design errors or delays in the carrier certification process could interrupt or delay sales to our customers. If any of these problems are not found until after we have commenced commercial production of a new semiconductor solution, we may be required to incur additional development costs and product recalls, repairs or replacement costs. Furthermore, we provide warranties on our products ranging from one to two years, and thus may be obligated to refund sales with respect to products containing defects, errors or bugs. These problems may also result in claims against us by our customers or others, all of which could damage our reputation and increase our costs.

We are subject to risks inherent in our international operations.

Our international revenues account for a substantial majority of our total revenues. As a result, we must provide significant service and support globally. We intend to maintain or expand our international operations and expect to incur costs doing so. We cannot assure you that we will be able to recover our investments in international markets. Our results of operations could be adversely affected by a variety of factors, including:

•the imposition of tariffs on our products or our customers' products,

•the longer payment cycles associated with many foreign customers;

•the typically longer periods from placement of orders to revenue recognition in certain international and emerging markets;

•currency fluctuations;

•the difficulties in interpreting or enforcing our agreements and collecting receivables through many foreign countries’ legal systems;

•unstable regional political and economic conditions or changes in restrictions on trade among countries;

•changes in the political, regulatory, safety or economic conditions in a country or region;

•the imposition by governments of additional taxes, tariffs, global economic sanctions programs or other restrictions on foreign trade, including U.S. and Chinese tariffs and trade restrictions;

•any inability to comply with export or import laws and requirements or any violation of sanctions regulations, which may result in enforcement actions, civil or criminal penalties and restrictions on exports;

•any increase in the cost of trade compliance functions to comply with changes to regulatory requirements; and

•the possibility that it may be more difficult to protect our intellectual property in foreign countries.

The U.S. Administration has increased the use of tariffs by the United States to accomplish certain U.S. policy goals. The imposition of any additional taxes and levies on our products could adversely affect the demand for our products and our results of operations. Such tariffs and any countermeasures could also increase the cost of components necessary for our operations, disrupt our supply chain and create additional operational challenges. Further, it is possible that government policy changes and related uncertainty about policy changes could increase market volatility. Because of these dynamics, we cannot predict the impact of any future changes to the United States’ or other countries’ trading relationships or the impact of new laws or regulations adopted by the United States or other countries on our business. Such changes in tariffs and trade regulations could have a material adverse effect on our financial condition, results of operations and cash flows.

In addition, our global operations are subject to numerous U.S. and foreign laws and regulations, including those related to anti-corruption, tax, corporate governance, imports and exports, financial and other disclosures, privacy and labor relations. These laws and regulations are complex and may have differing or conflicting legal standards, making compliance difficult and costly. In addition, there is uncertainty regarding how proposed, contemplated or future changes to these complex laws and regulations could affect our business. We may incur substantial expense in complying with the new obligations to be imposed by these laws and regulations, and we may be required to make significant changes in our business operations, all of which may adversely affect our revenues and our business overall. If we violate these laws and regulations we could be subject to fines, penalties or criminal sanctions, and may be prohibited from conducting business in one or more countries. Although we have implemented policies and procedures to help ensure compliance with these laws and regulations, there can be no assurance that our employees, contractors, agents or partners will not violate such laws and regulations. Any violation individually or in the aggregate could have a material adverse effect on our operations and financial condition.

We depend on the commercial deployment and expansion for 4G LTE and 5G narrow band variants communications equipment, products and services to grow our business, and our business may be harmed if wireless carriers delay in the expansion of Cat M, Cat 1bis and 5G narrow band standards, or if they deploy technologies that are not supported by our solutions.

We depend upon the continued commercial deployment of 4G and 5G wireless communications equipment, products and services based on our technology. Deployment of new networks by wireless carriers requires significant capital expenditures, well in advance of any revenue from such networks. If the rate of deployment of new networks or their expansion by wireless carriers is slower than we expect, this will reduce the sales of our products and could cause OEMs and ODMs to hold excess inventory. This would harm our revenues and our financial results.

The worldwide commercial deployment and adoption of the narrow band LTE variants, Cat M and Cat 1bis, are expected to expand further the markets for Internet of Things devices. If deployments of the Cat M or Cat 1bis standards are delayed or if competing standards for Internet of Things devices become favored by wireless carriers, we may not be able to successfully increase sales of our Cat M and Cat 1bis products, which would harm our revenues and our financial results.

Rapidly changing standards could make our semiconductor solutions obsolete, which would cause our operating results to suffer.

We design our semiconductor solutions to conform to standards set by industry standards bodies such as the Institute of Electrical and Electronics Engineers, Inc. (IEEE), the 3rd Generation Partnership Project (3GPP) and Open Mobile Alliance (OMA). We also depend on industry groups such as the Global Certification Forum (GCF) and the PTS Type Certification Review Board (PTCRB) to help certify and maintain certification of our semiconductor solutions. If our customers adopt new or competing industry standards that are not compatible with our semiconductor solutions, if industry groups fail to adopt standards compatible with our semiconductor solutions or if our customers are requiring chip certifications that we did not design our products for, our existing semiconductor solutions would become less desirable to our customers and our sales would suffer. The emergence of markets for our products is affected by a variety of factors beyond our control. In particular, our semiconductor solutions are designed to conform to current specific industry standards. Competing standards may emerge that are preferred by our customers, which could also reduce our sales and require us to make significant expenditures to develop new semiconductor solutions. For example, in the Internet of Things markets, we could face indirect competition from companies using alternative technologies such as LoRa Wireless RF technology, a long range, low power consumption and data transmission protocol for Internet of Things devices. Wireless carriers started deploying 5G technology, the next phase of mobile telecommunications standards, beginning in 2020. If we are unable to successfully develop or commercialize products for the 5G standard, our semiconductor solutions could become obsolete, which would cause our sales and financial results to suffer. Governments and foreign regulators may adopt standards that are incompatible with our semiconductor solutions, favor alternative technologies or adopt stringent regulations that would impair or make commercially unviable the deployment of our semiconductor solutions. In addition, existing standards may be challenged as infringing upon the intellectual property rights of other companies or may become obsolete.

Changes in current laws or regulations or the imposition of new laws or regulations could impede the sale of our products or otherwise harm our business.

Wireless networks can only operate in the spectrum allowed by regulators and in accordance with rules governing how that spectrum can be used. Regulators in various countries have broad jurisdiction over the allocation of spectrum for wireless networks, and we therefore rely on these regulators to provide sufficient spectrum and usage rules. For example, countries such as China, India, Japan or Korea heavily regulate all aspects of their wireless communication industries, and may restrict spectrum allocation or usage. If further restrictions were to be imposed over the frequency bands where our semiconductor solutions are designed to operate, we may have difficulty selling our products in those regions. In addition, some of our semiconductor solutions operate in the 2.5 and 3.5 gigahertz, or GHz, bands, which in some countries are also used by government and commercial services such as military and commercial aviation. European and United States regulators have traditionally protected government uses of the 2.5 and 3.5 GHz bands by setting power limits and indoor and outdoor designation, and by requiring that wireless local area networking devices not interfere with other users of the band such as government and civilian satellite services. Changes in current laws or regulations or the imposition of new laws and regulations in the markets in which we operate regarding the allocation and usage of the 2.5 and 3.5 GHz band, may harm the sale of our products and our business, financial condition and results of operations.

Fluctuations in foreign exchange rates may harm our financial results.

Our functional currency is the U.S. dollar. Substantially all of our sales are denominated in U.S. dollars and the payment terms of all of our significant supply chain vendors are also denominated in U.S. dollars. We incur operating expenses and hold assets and liabilities denominated in currencies other than the U.S. dollar, principally the euro, and to a lesser extent the British pound sterling and the New Israeli shekel. As a result, our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates, in particular the U.S. dollar to euro exchange rate. As we grow our operations, our exposure to foreign currency risk could become more significant. If there had been a 10% increase or decrease in the exchange rate of the U.S. dollar to the euro, as measured using the Company's 2024 weighted average exchange rate of one euro = $1.0856, we estimate the impact, in absolute terms, on operating expenses and on financial liabilities for the year ended December 31, 2024 would have been $3.5 million.

Our exposure to foreign currency risk may change over time as business practices evolve and economic conditions change.

We from time to time enter into foreign currency hedging contracts primarily to reduce the impact of variations in the U.S. dollar to euro exchange rate on our operating expenses denominated in euros. However, hedging at best reduces volatility and helps to lock in a target rate for the following six to twelve months but cannot eliminate the fundamental exposure and may not be effective.

Our global operations are subject to risks for which we may not be adequately insured.

Our global operations are subject to many risks including errors and omissions, infrastructure disruptions, such as large-scale outages or interruptions of service from utilities or telecommunications providers, supply chain interruptions, third-party liabilities and fires or natural disasters. In addition, we have been in the past, and may in the future be, subject to securities litigation. No assurance can be given that we will not incur losses beyond the limits or outside the scope of coverage of our insurance policies. From time-to-time, various types of insurance may not be available on commercially acceptable terms or, in some cases, at all. We cannot assure you that in the future we will be able to maintain existing insurance coverage or that premiums will not increase substantially. We maintain limited insurance coverage and in some cases no coverage for cyber security incidents, natural disasters and sudden and accidental environmental damages as these types of insurance are sometimes not available or available only at a prohibitive cost. Accordingly, we may be subject to an uninsured or under-insured loss in such situations.

Risks Related to the Manufacture of Our Products

Global supply chain shortages.

Any disruptions to our supply chain, significant increase in component costs, or shortages of critical components, could decrease our sales, earnings, and liquidity or otherwise adversely affect our business and result in increased costs. For example, in 2021 and 2022, we experienced significant supply constraints for PCB and other standard components, including crystals and flash, and our supply of silicon wafers from Taiwan Semiconductor Manufacturing Company Limited, or TSMC, were placed on allocation. The allocation of wafers have impacted our ability to fulfill customer orders in the past, and we may not get sufficient allocation to meet demand in the future. Such a disruption could occur as a result of any number of events, including, but not limited to: an extended closure of or any slowdown at our suppliers' plants or shipping delays due to global pandemics, market shortages due to the surge in demand from other purchasers for critical components, increases in prices, the imposition of regulations, quotas or embargoes or tariffs on components or our products themselves, labor stoppages, transportation delays or failures affecting the supply chain and shipment of materials and finished goods, third-party interference in the integrity of the products sourced through the supply chain, cyberattacks, the unavailability of raw materials, severe weather conditions, adverse effects of climate change, natural disasters, geopolitical developments, war or terrorism and disruptions in utilities and other services. In addition, the development, licensing, or acquisition of new products in the future may increase the complexity of supply chain management. Failure to effectively manage the supply of components and products would adversely affect our business.

Certain natural disasters, such as fires, coastal flooding, large earthquakes, volcanic eruptions or pandemics, may negatively impact our business. Any disruption to the operations of our foundry and assembly and testing subcontractors or our supply chain could cause significant delays in the production or shipment of our products.

If fires, coastal flooding, a large earthquake, volcanic eruption, new pandemic or other natural disaster were to directly damage, destroy or disrupt our partners’ manufacturing facilities or the facilities of our testing, assembly and manufacturing contractors or our component suppliers, it could disrupt our operations, delay new production and shipments of existing inventory, or result in costly repairs, replacements, the need to find alternative suppliers or other costs, all of which would negatively impact our business. For example, a fire at Asahi Kasei Microsystem’s semiconductor factory in Japan in October 2020 completely shut down production of its TCXO crystal oscillator products, which account for approximately half of the worldwide industry production of these products and are a primary component in our products. Unimicron, a major supplier of PCB and substrates for packaging, also had a factory fire in October 2020 which has constrained the supply of these components and increased lead times, as well as increasing pricing across. If similar events occur in the future and we are unable to qualify additional suppliers prior to exhausting our current inventory or are unable to source alternative components in sufficient quantity, we could experience significant delays in the production or shipment of our semiconductor solutions or experience significant increases in our supply chain costs until we are able to shift our supply to an alternative vendor. These events and their consequences could negatively impact our results of operations and cash flows, both during and after the period of operational difficulties, and could harm our reputation.

We depend on one independent foundry to manufacture our semiconductor wafers and do not have a long-term agreement with such foundry, and loss of this foundry or our failure to obtain sufficient foundry capacity would significantly delay our ability to ship our products, cause us to lose revenue and market share and damage our customer relationships.

Access to foundry capacity is critical to our business because we are a fabless semiconductor company. We depend on a sole independent foundry, TSMC in Taiwan, to manufacture our semiconductor wafers. Because we outsource our manufacturing to a single foundry, we face several significant risks, including:

•constraints in or unavailability of manufacturing capacity;

•limited control over delivery schedules, quality assurance and control, manufacturing yields and production costs; and

•the unavailability of, or potential delays in obtaining access to, key process technologies.

If we do not accurately forecast our capacity needs, TSMC may not have available capacity to meet our immediate needs, or we may be required to pay higher costs to fulfill those needs, either of which could harm our business, results of operations or financial condition.

The ability of TSMC to provide us with semiconductor wafers is limited at any given time by their available capacity, and we do not have a guaranteed level of manufacturing capacity. We do not have any agreement with TSMC and place our orders on a purchase order basis. As a result, if TSMC raises its prices due to inflationary pressures or is not able to satisfy our required capacity for any reason, including natural or other disasters or as a result of factory shutdowns, allocates capacity to larger customers or to different sectors of the semiconductor industry, experiences labor issues or shortages or delays in shipment of semiconductor equipment or materials used in the manufacture of our semiconductors, or if our business relationship with TSMC deteriorates, we may not be able to obtain the required capacity and would have to seek alternative foundries, which may not be available on commercially reasonable terms, in a timely manner, or at all. If demand in 2025 increases, our ability to meet all our customer demand could be limited, with a corresponding negative impact on revenues.

Locating and qualifying a new foundry would require a significant amount of time, which would result in a delay in production of our products, and cost, as new production masks would be required. In addition, using foundries with which we have no established relationship could expose us to unfavorable pricing and terms, delays in developing and qualifying new products, unsatisfactory quality or insufficient capacity allocation. We place our orders on the basis of our customers’ purchase orders and sales forecasts; however, foundries can allocate capacity to the production of other companies’ products and reduce deliveries to us on short notice. Many of the customers of TSMC, or foundries that we may use in the future, are larger than we are, or have long-term agreements with such foundries, and as a result, those customers may receive preferential treatment from the foundries in terms of price, capacity allocation and payment terms. Any delay in qualifying a new foundry or production issues with any new foundry would result in lost sales and could damage our relationship with existing and future customers as well as our reputation in the market.

If our foundry vendor does not achieve satisfactory yields or quality, our reputation and customer relationships could be harmed.

The fabrication of semiconductor solutions such as ours is a complex and technically demanding process. Minor deviations in the manufacturing process can cause substantial decreases in yields, and in some cases, cause production to be suspended. TSMC, or foundries that we may use in the future, could, from time to time, experience manufacturing defects and reduced manufacturing yields. Changes in manufacturing processes or the inadvertent use of defective or contaminated materials by our foundry vendor could result in lower than anticipated manufacturing yields or unacceptable performance.

Many of these problems are difficult to detect at an early stage of the manufacturing process and may be time consuming and expensive to correct. Poor yields from our foundry vendor, or defects, integration issues or other performance problems in our semiconductor solutions could cause us significant customer relations and business reputation problems, harm our financial results and result in financial or other damages to our customers. In addition, because we have a sole supplier of wafers, these risks are magnified because we do not have an alternative source to purchase from should these risks materialize. If TSMC fails to provide satisfactory products to us, we would be required to identify and qualify other sources, which could take a significant amount of time and would result in lost sales. In addition, we indemnify our customers for losses resulting from defects in our products, which costs could be substantial. A product liability or other indemnification claim brought against us, even if unsuccessful, would likely be time-consuming and costly to defend.

We depend on one technology partner to provide components for and to manufacture the Monarch SiP. If this partner declares end of life of any of its components included in the Monarch SiP, or decides to no longer produce the Monarch SiP, this would cause us to lose revenue and market share and damage our customer relationships.

The Monarch SiP includes radio components from and is assembled by Skyworks Solutions, Inc. ("Skyworks"). The Monarch SiP is commercialized by both Skyworks and us, under each company's own part number. If Skyworks decides to cease manufacturing any of the components incorporated in the Monarch SiP, or decides to cease manufacturing the Monarch SiP, we do not have an alternative solution for producing this product and would be unable to ship. This would cause us to lose revenue and market share and could damage our customer relationships.

Any increase in the manufacturing cost of our products would reduce our gross margins and operating profit.

The semiconductor business is characterized by ongoing competitive pricing pressure from customers and competitors. Accordingly, any increase in the cost of our products, whether by adverse purchase price or manufacturing cost variances, inflationary pressures, or due to other factors such as tariffs, will reduce our gross margins and operating profit. For example, in 2021 and 2022 due to the global supply chain disruption stemming from the COVID-19 pandemic, certain of our suppliers increased prices significantly. In most cases, we were able to pass on a corresponding price increase to our customers, but this may not be the case in the future. We do not have long-term supply agreements with our manufacturing, testing or assembly suppliers, although with large suppliers we typically negotiate pricing on an annual basis. With other suppliers we typically negotiate on a purchase order by purchase order basis. We may not be able to obtain price reductions, or anticipate or prevent future price increases from our suppliers. Because we have a sole supplier of wafers and limited sources of testing and assembly for both chipsets and modules, we may not be able to negotiate favorable pricing terms from our suppliers. These and other related factors could impair our ability to control our costs and could harm our operating results.

We outsource our assembly, testing, warehousing and shipping operations to third parties, and if these parties fail to produce and deliver our products in a timely manner and in accordance with our specifications, our reputation, customer relationships and operating results could suffer.

We rely on third parties for the assembly, testing, warehousing and shipping of our products. We currently rely on outsourced semiconductor assembly and test (OSAT) suppliers such as Advanced Semiconductor Engineering ChungLi (ASECL), Advanced Semiconductor Engineering, Inc. (ASEKH) and Silicon Precision Industries Limited (SPIL) for most of our chipset assembly and testing. We rely on Asiatel Technologies Co. and BYD Electronic International Co Ltd. for manufacturing of our modules. We further rely on a single company for logistics and storage. We depend on these parties to supply us with material of a requested quantity in a timely manner that meets our standards for yield, cost and manufacturing quality. We are unable to maintain the same level of oversight and control of these outsourced operations as we would if we were to conduct them internally.

The services provided by these vendors could be subject to disruption for a variety of reasons, including natural disasters, such as earthquakes, labor disputes, power outages, or if our relationship with a vendor is damaged. If we experience problems at a particular location, we would be required to transfer the impacted services to a backup vendor, which could be costly and require a significant amount of time. During such a transition, we would be required to meet customer demand from our then-existing inventory, as well as any partially finished goods that can be modified to the required product specifications, which may not be possible or cost effective. Further, we do not have any long-term agreements with most of these vendors. If one or more of these vendors terminates its relationship with us, allocates capacity to other customers or if we encounter any problems with our supply chain, it could harm our ability to ship our products to our customers on time and in the quantity required, which in turn could cause an unanticipated decline in our sales and possibly damage our customer relationships.

We may experience difficulties in transitioning to new wafer fabrication process technologies or in achieving higher levels of design integration, which may result in reduced manufacturing yields, delays in product deliveries and increased costs.

To remain competitive, we expect to continue to transition our semiconductor products to increasingly smaller geometries and to achieve higher levels of design integration. These ongoing efforts require us from time to time to modify the manufacturing processes for our semiconductor solutions and to redesign some solutions, which in turn may result in delays in product deliveries. We periodically evaluate the benefits of migrating to new process technologies to reduce cost and improve performance. We may face difficulties, delays and increased expenses as we transition our products to new processes. We depend on our relationship with TSMC and our testing and assembly subcontractors to transition to new processes successfully. We cannot assure you that TSMC or our testing and assembly subcontractors will be able to effectively manage the transition or that we will be able to maintain our relationship with TSMC or our testing and assembly vendors or develop relationships with new foundries and vendors if necessary. If TSMC, any of our subcontractors or we experience significant delays in transitioning to smaller geometries or fail to efficiently implement transitions, we could experience reduced manufacturing yields, or delays in product deliveries and increased costs, all of which could harm our relationships with our customers, our margins and our operating results. As new processes become more prevalent, we expect to continue to integrate greater levels of functionality, as well as end-customer and third-party intellectual property, into our products. However, we may not be able to achieve higher levels of design integration or deliver new integrated products on a timely or cost-effective basis.

Risks Related to Intellectual Property Rights

Our business substantially depends on intellectual property licensed from Qualcomm, and we may be unable to successful grow our business due to the covenants under the Qualcomm asset purchase agreement and license agreement.

On September 30, 2024, Qualcomm Technologies, Inc. (“Qualcomm”), a subsidiary of Qualcomm Incorporated, acquired the majority of our 4G IoT technologies. In connection with the sale of 4G intellectual property assets to Qualcomm, we received a license giving us the right to sell, support, maintain and enhance our existing 4G product portfolio and develop new generations of chips and modules using such technologies. This license enables us to continue developing and selling our Monarch (LTE-M/NB-IoT) and Calliope (LTE Cat-1/Cat-1bis chips. The license is royalty-free for current products and minor derivatives and royalty bearing through September 2029 for major derivatives, assuming annual revenues reach a certain minimum level. This license may be terminated by Qualcomm in the the case of specified material breaches or other events. If this license is terminated, our business and financial condition could be materially harmed. In addition, the asset purchase agreement contains certain post-closing covenants that restrict our business for certain periods, which could limit our business operations or ability to enter into certain strategic agreements.

We or our customers may be required to obtain licenses for certain so-called “standard essential patents” in order to comply with applicable standards, which could require us to pay additional royalties on certain of our products. If we or our customers are unable to obtain such licenses, our business, results of operations, financial condition and prospects would be harmed.

We or our customers may be required to obtain licenses for third-party intellectual property. In particular, we may be required to obtain licenses to certain third-party patents, so-called “standard essential patents,” that claim features or functions that are incorporated into applicable industry standards and that we are required to provide in order to comply with the standard. If we need to license any third-party intellectual property, standard essential patents or other technology, we could be required to pay royalties on certain of our products. In addition, while the industry standards bodies and antitrust laws in certain countries may require participating companies to license their standard essential patents on fair, reasonable, and nondiscriminatory terms, there can be no assurances that we will be able to obtain such licenses on commercially reasonable terms or at all. Although we have implemented a dedicated standard essential patents licensing-in reference policy, our inability to obtain required third-party intellectual property licenses on commercially reasonable terms or at all could harm our business, results of operations, financial condition or prospects. If our customers are required to obtain such licenses, there can be no assurances that their businesses will not be adversely affected. In addition, if our competitors have significant numbers of essential patents and/or patent license rights, they could be at an advantage in negotiating with our customers or potential customers, which could influence our ability to win new business or could result in downward pressure on our average selling prices.

Though we rely to a significant extent on proprietary intellectual property, we may not be able to obtain, or may choose not to obtain, sufficient intellectual property rights to provide us with meaningful protection or commercial advantage.

We depend significantly on intellectual property rights to protect our products and proprietary technologies against misappropriation by others. We generally rely on the patent, trademark, copyright and trade secret laws in Europe, the United States and certain other countries in which we operate or in which our products are produced or sold, as well as licenses and nondisclosure and confidentiality agreements, to protect our intellectual property rights.

We may have difficulty obtaining patents and other intellectual property rights, and the patents and other intellectual property rights we have and obtain may be insufficient to provide us with meaningful protection or commercial advantage. We currently do not apply for patent protection in all the countries in which we operate. Instead we select and focus on key countries for each patent family. In addition, the protection offered by patents and other intellectual property rights may be inadequate or weakened for reasons or circumstances that are out of our control. For instance, we may not be able to obtain patent protection or secure other intellectual property rights in all the countries in which we have filed patent applications or in which we operate, and under the laws of such countries, patents and other intellectual property rights may be or become unavailable or limited in scope.

We may not be able to adequately protect or enforce our intellectual property against improper use by our competitors or others and our efforts to do so may be costly to us, which may harm our business, financial condition and results of operations.

Our patents and patent applications, or those of our licensors, could face challenges, such as interference proceedings, opposition proceedings, nullification proceedings and re-examination proceedings. Any such challenge, if successful, could result in the invalidation or narrowing of the scope of any such patents and patent applications. Any such challenges, regardless of their success, would also likely be time-consuming and expensive to defend and resolve, and would divert management time and attention. Further, our unpatented proprietary processes, software, designs and trade secrets may be vulnerable to disclosure or misappropriation by employees, contractors and other persons. While we generally enter into confidentiality agreements with such persons to protect our intellectual property, we cannot assure you that our confidentiality agreements will not be breached, that they will provide meaningful protection for our proprietary technology and trade secrets, or that adequate remedies will be available in the event they are used or disclosed without our authorization. Also, intellectual property rights are difficult to enforce in the People’s Republic of China, or PRC, and certain other countries, particularly in Asia, where the application and enforcement of the laws governing such rights may not have reached the same level as compared to other jurisdictions where we operate, such as Europe and the United States. Consequently, because we operate in these countries and all of our manufacturing, testing and assembly takes place in PRC, Taiwan, South Korea and Singapore, we may be subject to an increased risk that unauthorized parties may attempt to copy or otherwise use our intellectual property or the intellectual property of our suppliers or other parties with whom we engage or have licenses.

There can be no assurance that we will be able to protect our intellectual property rights, that our intellectual property rights will not be challenged, invalidated, circumvented or rendered unenforceable, or that we will have adequate legal recourse in the event that we seek legal or judicial enforcement of our intellectual property rights. Any inability on our part to adequately protect or enforce our intellectual property may harm our business, financial condition and results of operations. We may in the future initiate claims or litigation against third parties for infringement of our intellectual property rights to protect these rights, or to determine the scope and validity of our proprietary rights or the proprietary rights of competitors. These claims could result in costly litigation and the diversion of our technical and management personnel, and we may not prevail in making these claims.

Assertions by third parties of infringement by us or our customers of their intellectual property rights could result in significant costs and cause our operating results to suffer.

The markets in which we compete are characterized by rapidly changing products and technologies, and there is intense competition to establish intellectual property protection and proprietary rights to these new products and the related technologies. The semiconductor and wireless communications industries, in particular, are characterized by vigorous protection and pursuit of intellectual property rights and positions, which has resulted in protracted and expensive litigation for many companies.

We may be unaware of the intellectual property rights of others that may cover some of our technology, products and services. In addition, third parties may claim that we or our customers are infringing or contributing to the infringement of their intellectual property rights.

We have in the past received, and as a public company operating in a highly competitive marketplace, we expect that in the future we will receive, communications and offers from various industry participants and others alleging that we have infringed or have misappropriated their patents, trade secrets or other intellectual property rights and/or inviting us to license their technology and intellectual property. For example, in August 2022, we were sued in three lawsuits by Bell Semiconductor, LLC, accusing us of infringing certain U.S. patents that we license from another party. The case was settled in 2023, and in this instance, all costs were covered under our indemnification rights from the licensor. However, that may not be the case in future instances. Any lawsuits resulting from such allegations of infringement or invitations to license, including suits challenging 4G or 5G standards, could subject us to significant liability for damages and/or challenge our activities. Any potential intellectual property litigation also could force us to do one or more of the following:

•stop selling products or using technology that contain the allegedly infringing intellectual property;

•abandon the opportunity to license our technology to others or to collect royalty payments;

•incur significant legal expenses;

•pay substantial damages to the party whose intellectual property rights we may be found to be infringing;

•redesign those products that contain the allegedly infringing intellectual property; or

•attempt to obtain a license to the relevant intellectual property from third parties, which may not be available on reasonable terms or at all.

Our customers could also become the target of litigation relating to the patents and other intellectual property rights of others. This could, in turn, trigger an obligation for us to provide technical support and/or indemnify such customers. These obligations could result in substantial expenses, including the payment by us of costs and damages relating to claims of intellectual property infringement. In addition to the time and expense required for us to provide support or indemnification to our customers, any such litigation could disrupt the businesses of our customers, which in turn could hurt our relationships with our customers and cause the sale of our products to decrease. We cannot assure you that claims for indemnification will not be made or that if made, such claims would not materially harm our business, operating results or financial conditions.

Any potential dispute involving our patents or other intellectual property could also include our industry partners and customers, which could trigger our indemnification obligations to them and result in substantial expense to us.

In any potential dispute involving our patents or other intellectual property, our licensees could also become the target of litigation, and certain customers have received notices of written offers from our competitors and others claiming to have patent rights in certain technology and inviting our customers to license this technology. Because we indemnify our licensees and customers for intellectual property claims made against them for products incorporating our technology, any litigation could trigger technical support and indemnification obligations in some of our license agreements, which could result in substantial payments and expenses by us. In addition to the time and expense required for us to supply support or indemnification to our licensees and customers, any such litigation could severely disrupt or shut down the business of our customers, which in turn could hurt our relations with our customers and cause the sale of our proprietary technologies and products to decrease.

Our failure to comply with obligations under open source licenses could require us to release our source code to the public or cease distribution of our products, which could harm our business, financial condition and results of operations.

Some of the software used with our products, as well as that of some of our customers, may be derived from so-called “open source” software that is generally made available to the public by its authors and/or other third parties. Such open source software is often made available to us under licenses, such as the GNU General Public License, which impose certain obligations on us in the event we were to make available derivative works of the open source software. These obligations may require us to make source code for the derivative works available to the public, and/or license such derivative works under a particular type of license, rather than the licenses we customarily use to protect our intellectual property. In addition, there is little or no legal precedent for interpreting the terms of certain of these open source licenses, including the determination of which works are subject to the terms of such licenses. While we believe we have complied with our obligations under the various applicable licenses for open source software, in the event the copyright holder of any open source software were to successfully establish in court that we had not complied with the terms of a license for a particular work, we could be required to release the source code of that work to the public and/or stop distribution of that work.

Risks Related to a Material Weakness in Our Internal Control Over Financial Reporting

We identified material weaknesses in our internal control over financial reporting during 2024 and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements or otherwise adversely affect the accuracy, reliability or timeliness of our financial statements.

Pursuant to the Sarbanes-Oxley Act of 2002, we are required to document and test our internal control procedures and to provide a report by management on internal control over financial reporting, including management’s assessment of the effectiveness of such control. In preparing our 2024 consolidated financial statements, we identified deficiencies in our internal control over financial reporting that constituted material weaknesses in our internal control over financial reporting. In the context of a number of significant non-routine transactions and complex accounting matters that took place in 2024, including the termination of the Renesas tender offer to buy the Company, debt restructuring and the Qualcomm transaction, we identified a first material weakness whereby we determined that management’s review controls and other controls over the accounting and presentation of certain transactions were not adequately designed or operated to address the accounting and presentation requirements of International Financial Reporting Standards.

In addition, our management identified a second material weakness related to controls over routine transactions (including the control over the estimate of inventory valuation allowance at period end and management review of data provided by experts) which did not operate in a timely manner to prevent, or detect and correct, errors in the financial statements. This included proper evaluation of all relevant accounting standards for these transactions. This resulted from a lack of sufficient personnel to consistently execute appropriate oversight and formal documentation of accounting processes and required control activities in a timely manner, given the number of non-routine transactions that had to be addressed by the same personnel.

In an effort to remediate our material weaknesses, our management is evaluating our control framework for non-routine and complex transactions and, considering delaying the timing of the publication of unaudited, preliminary results in order to provide more time for the finance and accounting team to complete and document all controls and challenge accounting and presentation for these transactions. In addition, in order to reinforce our finance team, we are contemplating additional training and evaluating hiring needs to ensure appropriate oversight and timely control activities. Although we are working to remedy the material weaknesses, there can be no assurance as to when the remediation will be completed, and we can give no assurances that other material weaknesses will not arise in the future. Failure to comply with Section 404 of the Sarbanes-Oxley Act could also potentially subject us to sanctions or investigations by the SEC or other regulatory authorities. Deficiencies, including any material weakness, in our internal control over financial reporting that have not been remediated or that may occur in the future could result in misstatements of our results of operations, restatements of our financial statements, a decline in our stock price, suspension or delisting of our ADSs from the New York Stock Exchange, or otherwise materially adversely affect our business, reputation, results of operations and financial condition.

Risks Related to Ownership of Our Shares and ADSs

Until recently we were not in compliance with the Continued Listing Criteria of the New York Stock Exchange (NYSE), and our failure to maintain compliance may result in the delisting of our ADSs.

On April 9, 2024, the New York Stock Exchange (the “NYSE”) notified us that we were no longer in compliance with the minimum market capitalization and minimum share price requirements of the NYSE Listed Company Manual because (i) we had an average global market capitalization over a consecutive 30 trading-day period below $50,000,000 and, at the same time, stockholders’ equity was less than $50,000,000, and (ii) because the average closing price of the Company’s ADSs was less than $1.00 over a consecutive 30 trading-day period. We regained compliance with all listing standards on April 2, 2025, but there is no assurance that we will continue to meet the NYSE listing standards.

If our ADSs are delisted and we are not able to list our ADSs on another national securities exchange, we expect our securities would be quoted on an over-the-counter market. If this were to occur, our stockholders could face significant material adverse consequences, including limited availability of market quotations for our ADSs and reduced liquidity for the trading of our securities. In addition, we could experience a decreased ability to issue additional securities and obtain additional financing in the future. There can be no assurance that an active trading market for our ADSs will develop or be sustained

Fluctuations in our operating results on a quarterly or annual basis and difficulty predicting our quarterly operating results could cause the market price of the ADSs to decline.

Our revenue and operating results have fluctuated significantly from period to period in the past and will do so in the future. As a result, you should not rely on period-to-period comparisons of our operating results as an indication of our future performance. In future periods, our revenue and results of operations may be below the expectations of analysts and investors, which could cause the market price of the ADSs to decline.

Factors that may cause our operating results to fluctuate include but are not limited to:

•the impact of recent U.S. tariffs on our ability to sell our products in the United States;

•reductions in orders or cancellations by our customers;

•changes in customer mix, the mix of products and services sold and the mix of geographies in which our products and services are sold;

•reduced visibility into our customers’ spending plans and associated revenue;

•current and potential customer, partner and supplier consolidation and concentration;

•changes in the size, growth or growth prospects of the LTE, 5G and IoT markets;

•changes in the competitive dynamics of our market, including new entrants or pricing pressures, and our ability to compete in the LTE, 5G and IoT markets;

•timing and success of commercial deployments of and upgrades to 4G wireless networks and the next generation 5G wireless networks;

•timely availability, at a reasonable cost, of adequate manufacturing capacity with the sole foundry that manufactures our products;

•our ability to successfully define, design and release new products in a timely manner that meet our customers’ needs;

•timing and growth rate of revenues from the LTE, 5G and IoT markets;

•changes in manufacturing costs, including wafer, test and assembly costs, mask costs and manufacturing yields;

•the timing of product announcements by competitors or us;

•costs associated with litigation, especially related to intellectual property and securities class actions;

•costs associated with any violation of the U.S. Foreign Corrupt Practices Act, the United Kingdom Bribery Act, or other similar foreign laws;

•the effects of a widespread outbreak of contagious disease;

•changing economic and political conditions at a global or local level;

•the impact of rising inflation and interest rates on consumer demand for electronic products;

•how well we execute on our strategy and operating plans and the impact of changes in our business model that could result in significant restructuring changes; and

•our ability to achieve targeted cost reductions.

Moreover, sales of our semiconductor solutions fluctuate from period to period due to cyclicality in the semiconductor industry and the short product life cycles and wide fluctuations in product supply and demand characteristic of this industry. We expect these cyclical conditions to continue. Due to our limited operating history, we have yet to experience an established pattern of seasonality. However, business activities in Asia generally slowdown in the first quarter of each year during the lunar new year period, which could harm our sales and results of operations during the period. Our expense levels are relatively fixed in the short-term and are based, in part, on our future revenue projections. If revenue levels are below our expectations, we may experience declines in margins and profitability or incur a loss from our operations. As a result, our quarterly operating results are difficult to predict, even in the near term, which may result in our revenue and results of operations being below the expectations of analysts and investors, and which could cause the market price of the ADSs to decline.

If securities or industry analysts cease to publish research reports about us or our industry, or if they adversely change their recommendations regarding the ADSs, the market price for the ADSs and trading volume could decline.

The trading market for the ADSs is influenced by research reports that industry or securities analysts publish about us or our industry. If one or more analysts who cover us downgrade the ADSs, the market price for the ADSs would likely decline. If one or more of these analysts ceases coverage of us or fails to regularly publish reports on us, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for the ADSs to decline.

If we raise additional capital in the future, your ownership in us could be diluted.

Any issuance of equity we may undertake in the future to raise additional capital could cause the price of the ADSs to decline, or require us to issue shares or ADSs at a price that is lower than that paid by holders of our shares or ADSs in the past, which would result in those newly issued shares or ADSs being dilutive. If we obtain funds through a credit facility or through the issuance of debt or preferred securities, these securities would likely have rights that are senior to your rights as an ADS holder, which could impair the value of the ADSs.

We have no present intention to pay dividends on our ordinary shares in the foreseeable future and, consequently, your only opportunity to achieve a return on your investment during that time is if the price of the ADSs appreciates.

We have no present intention to pay dividends on our ordinary shares in the foreseeable future. Any recommendation by our board of directors to pay dividends will depend on many factors, including our financial condition, results of operations, legal requirements and other factors. Accordingly, if the price of the ADSs falls in the foreseeable future, you will incur a loss on your investment, without the likelihood that this loss will be offset in part or at all by potential future cash dividends. In addition, even if we were to pay a dividend on our ordinary shares, French law may prohibit paying such dividends to holders of the ADSs or the tax implications of such payments may significantly diminish what you receive.

You may not be able to exercise your right to vote the ordinary shares underlying your ADSs.

Holders of ADSs may exercise voting rights with respect to the ordinary shares represented by the ADSs only in accordance with the provisions of the deposit agreement. The deposit agreement provides that, upon receipt of notice of any meeting of holders of our ordinary shares, the depositary will, as soon as practicable thereafter, fix a record date for the determination of ADS holders who shall be entitled to give instructions for the exercise of voting rights. Upon timely receipt of notice from us, if we so request, the depositary shall distribute to the holders as of the record date (i) the notice of the meeting or solicitation of consent or proxy sent by us and (ii) a statement as to the manner in which instructions may be given by the holders.

You may instruct the depositary of your ADSs to vote the ordinary shares underlying your ADSs. Otherwise, you will not be able to exercise your right to vote, unless you withdraw the ordinary shares underlying the ADSs you hold. However, you may not know about the meeting far enough in advance to withdraw those ordinary shares. If we ask for your instructions, the depositary, upon timely notice from us, will notify you of the upcoming vote and arrange to deliver our voting materials to you. We cannot guarantee you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your ordinary shares or to withdraw your ordinary share so that you can vote them yourself. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions, or for the manner of carrying out voting instructions. This means that you may not be able to exercise your right to vote, and there may be nothing you can do if the ordinary shares underlying your ADSs are not voted as you requested.

As a foreign private issuer, we are exempt from a number of rules under the U.S. securities laws and are permitted to file less information with the SEC than a U.S. company, our ordinary shares are not listed, and we do not intend to list our shares, on any market in France, our home country. This may limit the information available to holders of the ADSs.

We are a “foreign private issuer”, as defined in the SEC’s rules and regulations and, consequently, we are not subject to all of the disclosure requirements applicable to public companies organized within the United States. For example, we are exempt from certain rules under the Exchange Act that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to a security registered under the Exchange Act, including the U.S. proxy rules under Section 14 of the Exchange Act. In addition, our officers and directors are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of our securities. Moreover, while we have and expect to continue to submit quarterly interim consolidated financial data to the SEC under cover of the SEC’s Form 6-K, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. public companies, and are not required to file quarterly reports on Form 10-Q or current reports on Form 8-K under the Exchange Act. Furthermore, our ordinary shares are not listed, and we do not currently intend to list our ordinary shares on any market in France, our home country. As a result, we are not subject to the reporting and other requirements of listed companies in France. For instance, we are not required to publish quarterly or semi-annual financial statements. Accordingly, there is less publicly available information concerning our company than there would be if we were a U.S.-based public company.

As a foreign private issuer, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from NYSE corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with NYSE corporate governance listing standards.

As a foreign private issuer listed on the NYSE, we are subject to NYSE corporate governance listing standards. However, NYSE rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in France, which is our home country, may differ significantly from NYSE corporate governance listing standards. For example, neither the corporate laws of France nor our by-laws require a majority of our directors to be independent, and we could include non-independent directors as members of our compensation committee and nominating committee, and our independent directors would not necessarily hold regularly scheduled meetings at which only independent directors are present. Currently, we intend to comply with the NYSE corporate governance listing standards to the extent possible under French law.

However, if we choose to change such practice to follow home country practice in the future, our shareholders may be afforded less protection than they otherwise would under NYSE corporate governance listing standards applicable to U.S. domestic issuers.

U.S. holders of the ADSs may suffer adverse tax consequences if we are characterized as a Passive Foreign Investment Company.

Generally, if for any taxable year 75% or more of our gross income is passive income, or at least 50% of our assets are held for the production of, or produce, passive income, we would be characterized as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes. To determine if at least 50% of our assets are held for the production of, or produce, passive income, we may use the market capitalization method for certain periods. Under the market capitalization method, the total asset value of a company would be considered to equal the fair market value of its outstanding shares plus outstanding indebtedness on a relevant testing date. Because the market price of the ADSs has fluctuated substantially and is likely to fluctuate in the future, and the market price may affect the determination of whether we will be considered a PFIC, there can be no assurance that we will not be considered a PFIC for any taxable year. While we do not believe we were a PFIC for 2024, there is no assurance that we will not be a PFIC in 2025 or later years. If we are characterized as a PFIC, U.S. holders of the ADSs may suffer adverse tax consequences, including having gains realized on the sale of the ADSs treated as ordinary income, rather than capital gain, the loss of the preferential rate applicable to dividends received on the ADSs by individuals who are U.S. holders, having interest charges apply to distributions by us and the proceeds of ADS sales and additional reporting requirements. We do not expect to provide to U.S. holders, the information needed to report income and gain pursuant to a “qualified electing fund” election, which election would alleviate some of the adverse tax consequences of PFIC status, and we make no undertaking to provide such information in the event that we are a PFIC. See “Item 10.E—Taxation—Material United States Federal Income Tax Consequences.

We have been and in the future may be subject to legal actions that could distract our management and increase costs, which may adversely affect our financial condition or our reputation.

We have been subject to securities class action lawsuits alleging violations of the U.S. federal securities laws by us and certain of our officers. The costs of the ultimate resolution of these lawsuits did not exceed our insurance coverage after our deductible. However, the premium for our directors and officers insurance increased significantly with a higher retention and reduced coverage. An unfavorable outcome in any future lawsuit or proceeding could have an adverse impact on our business, financial condition and results of operations. Further, if our stock price is volatile, we may become involved in further litigation. Any current or future litigation, regardless of its merits, could result in substantial costs and a diversion of our management’s attention and resources that are needed to successfully run our business.

You may be unable to recover in civil proceedings for U.S. securities laws violations.

We are a corporation organized under the laws of France. The majority of our directors are citizens and residents of countries other than the United States, and the majority of our assets are located outside of the United States. Accordingly, it may be difficult for investors to obtain jurisdiction over us or our directors in courts in the United States and enforce against us or them judgments obtained against us or them. In addition, we cannot assure you that civil liabilities predicated upon the federal securities laws of the United States will be enforceable in France.

Holders of our ADSs may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action.

The deposit agreement governing the ADSs representing our ordinary shares provides that, to the fullest extent permitted by law, ADS holders waive the right to a jury trial of any claim they may have against us or the depositary arising out of or relating to our shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws.

If we or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by the United States Supreme Court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of New York, which govern the deposit agreement, by a federal or state court in the City of New York, which has non-exclusive jurisdiction over matters arising under the deposit agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial.

We believe that this is the case with respect to the deposit agreement and the ADSs. It is advisable that you consult legal counsel regarding the jury waiver provision before entering into the deposit agreement.

If you or any other holders or beneficial owners of ADSs bring a claim against us or the depositary in connection with matters arising under the deposit agreement or the ADSs, including claims under federal securities laws, you or such other holder or beneficial owner may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us and / or the depositary. If a lawsuit is brought against us and/or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in any such action. Nevertheless, if this jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the deposit agreement with a jury trial. No condition or provision of the deposit agreement or ADSs serves as a waiver by any holder or beneficial owner of ADSs or by us or the depositary of compliance with any substantive provision of the U.S. federal securities laws and the rules and regulations promulgated thereunder.

The rights of shareholders in companies subject to French corporate law differ in material respects from the rights of shareholders of corporations incorporated in the United States.

We are a French company with limited liability. Our corporate affairs are governed by our by-laws and by the laws governing companies incorporated in France. The rights of shareholders and the responsibilities of members of our board of directors are in many ways different from the rights and obligations of shareholders in companies governed by the laws of U.S. jurisdictions. For example, in the performance of its duties, our board of directors is required by French law to consider the interests of our company, its shareholders, its employees and other stakeholders, rather than solely our shareholders and/or creditors. It is possible that some of these parties will have interests that are different from, or in addition to, your interests as a shareholder.

Our by-laws and French corporate law contain provisions that may delay or discourage a takeover attempt.

Provisions contained in our by-laws and the corporate laws of France, the country in which we are incorporated, could make it more difficult for a third party to acquire us, even if doing so might be beneficial to our shareholders. In addition, provisions of our by-laws impose various procedural and other requirements, which could make it more difficult for shareholders to effect certain corporate actions. These provisions include the following:

•our shares are in registered form only, and we must be notified of any transfer of our shares in order for such transfer to be validly registered;

•our by-laws provide for directors to be elected for three-year terms, and we intend to elect one third of the directors every year;

•our shareholders may grant our board of directors, broad authorizations to increase our share capital;

•our board of directors has the right to appoint directors to fill a vacancy created by the resignation, death or removal of a director, subject to the approval by the shareholders of such appointment at the next shareholders’ meeting, which prevents shareholders from having the sole right to fill vacancies on our board of directors;

•our board of directors can only be convened by its chairman except when no board meeting has been held for more than two consecutive months;

•our board of directors' meetings can only be regularly held if at least half of the directors attend either physically or by way of secured telecommunications;

•approval of at least a majority of the shares entitled to vote at an ordinary shareholders’ general meeting is required to remove directors with or without cause;

•advance notice is required for nominations for election to the board of directors or for proposing matters that can be acted upon at a shareholders’ meeting; and

•the sections of the by-laws relating to the number of directors and election and removal of a director from office may only be modified by a resolution adopted by 66 2/3% of our shareholders present or represented at the meeting.

The exercise or conversion of outstanding stock options, restricted shares, and warrants into ordinary shares will dilute the percentage ownership of our other shareholders and the sale of such shares may adversely affect the market price of the ADSs.

As of April 18, 2025, there were outstanding stock options, warrants (including warrants issued to financial and strategic investors), and unvested restricted shares representing an aggregate of 44.1 million of our ordinary shares (representing 4.1 million ADSs), and more restricted shares, options and warrants will likely be granted in the future to our officers, directors and employees. We may issue additional warrants or convertible notes in connection with acquisitions, borrowing arrangement or other strategic or financial transactions. The exercise of outstanding stock options, or warrants, and the vesting of restricted shares, will dilute the percentage ownership of our other shareholders. The exercise of these options and warrants and the vesting of restricted shares, with the subsequent sale of the underlying ordinary shares, could cause a decline in the market price of the ADSs.

General Risks

The loss of any of our key personnel could seriously harm our business, and our failure to attract or retain specialized technical, management or sales and marketing employees could impair our ability to grow our business.

We believe our future success will depend in large part upon our ability to attract, retain and motivate highly skilled management, engineering and sales and marketing personnel. The loss of any key employees or the inability to attract, retain or motivate qualified personnel, including engineers and sales and marketing personnel, could delay the development and introduction of and harm our ability to sell our semiconductor solutions. We believe that our future success is dependent on the contributions of Georges Karam, our co-founder and chief executive officer. The loss of the services of Dr. Karam, other executive officers or certain other key personnel could materially harm our business, financial condition and results of operations. For example, if any of these individuals were to leave unexpectedly, we could face substantial difficulty in hiring qualified successors, and could experience a loss in productivity during the search for any such successor and while any successor is integrated into our business and operations.

Our key technical and engineering personnel represent a significant asset and serve as the source of our technological and product innovations. In connection with the strategic agreement concluded with Qualcomm on September 30, 2024, 70 of our engineers (approximately one third of the engineering team) were transferred to Qualcomm in October 2024. We subsequently reinforced the team by hiring approximately 25 engineers in connection with the acquisition ACP in January 2025. We plan to recruit additional design and application engineers with expertise in wireless broadband communications technologies. We may not be successful in attracting, retaining and motivating sufficient technical and engineering personnel to support our anticipated growth. In addition, to expand our customer base and increase sales to existing customers, we will need to hire additional qualified sales personnel. The competition for qualified marketing, sales, technical and engineering personnel in our industry is very intense. If we are unable to hire, train and retain qualified marketing, sales, technical and engineering personnel in a timely manner, our ability to grow our business will be impaired. In addition, if we are unable to retain our existing sales personnel, our ability to maintain or grow our current level of revenue will be harmed.

Adverse outcomes in tax disputes could subject us to tax assessments and potential penalties.

From time to time, we are subject to tax audits that could result in tax assessments and potential penalties, particularly with respect to claimed research tax credits due to the judgment involved in determining which projects meet the tax code’s criteria for innovation and fundamental research. For example, in January 2022, we received notification from the French tax authorities that our tax declarations for the years ended December 31, 2019 and 2020 would be reviewed. In December 2022, we received notification of an adjustment related to employment taxes on employees in foreign offices totaling €80,000 ($82,000) for the year ended December 31, 2019. After we contested the finding, the adjustment was reduced to €38,000 ($39,000), which we recorded as an expense in 2022. In December 2023, the tax audit was finalized and did not result in any further tax expense. Our actual costs for any disputes in the future may be materially different from the provisions recorded if we are not successful in our appeal of any assessment, which could have a material adverse effect on our business.

Our business and operations could suffer in the event of security breaches.

Attempts by others to gain unauthorized access to our information technology systems are becoming more sophisticated. These attempts, which might be related to industrial or other espionage, include covertly introducing malware to our computers and networks and impersonating authorized users, among others. Hackers may also develop and deploy viruses, worms and other malicious software programs that attack or otherwise exploit security vulnerabilities in our systems or products. Attacks may create system disruptions, cause shutdowns or result in the corruption of our engineering data, which could result in delays in product development or software updates and harm our business. Additionally, the theft, unauthorized use or publication of our intellectual property and/or confidential business information could harm our competitive position, reduce the value of our investment in research and development and other strategic initiatives or otherwise adversely affect our business. To the extent that any security breach results in inappropriate disclosure of our customers’ or business partners’ confidential information, we may incur liability as a result. We could also suffer monetary and other losses, including reputational harm, which costs we may not be able to recover. We seek to detect and investigate all security incidents and to prevent their recurrence, but in some cases, we might be unaware of an incident or its magnitude and effects. While we have identified some incidents involving attempts at unauthorized access, we are not aware of any that have succeeded. We expect to continue to devote resources to the security of our information technology systems.

Changes in International Financial Reporting Standards (“IFRS”) could adversely affect our financial results and may require significant changes to our internal accounting systems and processes.

We prepare our consolidated financial statements in conformity with IFRS. These principles are subject to interpretation by the International Accounting Standard Board and various bodies formed to interpret and create appropriate accounting principles and guidance. The IFRS periodically issues new accounting standards on a variety of topics. For information regarding new accounting standards, please refer to Note 2.2 of Notes to Consolidated Financial Statements under the heading “Changes in accounting policy and disclosures.” These and other such standards generally result in different accounting principles, which may significantly impact our reported results or could result in variability of our financial results.

In preparing our financial statements we make certain assumptions, judgments and estimates that affect amounts reported in our consolidated financial statements, which, if not accurate, may significantly impact our financial results.

In preparing our financial statements, we make assumptions, judgments and estimates for a number of items. These assumptions, judgments and estimates are drawn from historical experience and various other factors that we believe are reasonable under the circumstances as of the date of the consolidated financial statements. Actual results could differ materially from our estimates, and such differences could significantly impact our financial results.

Item 4. Information on the Company


A.			History and Development of the Company

Our History

Sequans Communications S.A. was incorporated as a société anonyme under the laws of the French Republic on October 7, 2003, for a period of 99 years. We are registered at the Nanterre Commerce and Companies Register under the number 450 249 677. Our principal executive offices are located at 15-55 boulevard Charles de Gaulle, 92700 Colombes, France, and our telephone number is +33 1 70 72 16 00. Our agent for service of process in the U.S. is GKL Corporate/Search, Inc., One Capitol Mall, Suite 660, Sacramento, California 95814.

On September 30, 2024, Qualcomm Technologies, Inc. (“Qualcomm”), a subsidiary of Qualcomm Incorporated, acquired the majority of our 4G IoT technologies. In addition to retaining full ownership of 5G intellectual property, we retained the right to sell, support, maintain and enhance our existing 4G product portfolio and develop new generations of chips and modules using such technologies. This deal enables us to advance our Monarch (LTE-M/NB-IoT), Calliope (LTE Cat-1/Cat-1bis), and Cassiopeia (LTE Cat-4/Cat-6) lines, along with 5G RedCap and eRedCap product developments. The transaction did not affect Sequans’ existing contractual obligations or operations with customers, suppliers, and industry partners.

The SEC maintains an Internet site at http:// www.sec.gov that contains reports, proxy and information statements, and other information that we file electronically with the SEC. Our website is www.sequans.com. The information on, or that can be accessed through, our website is not part of this annual report.

As of the date of this annual report, there has been no indication of any public takeover offers by third parties in respect of our ADSs or ordinary shares or by the Company in respect of other companies’ shares.

Principal Capital Expenditures

Our capital expenditures including purchase of intangible assets and capitalized development costs for the years ended December 31, 2022, 2023 and 2024 amounted to $22.7 million, $29.6 million and $19.7 million, respectively. They primarily consisted of purchases related to 5G product development as well as capitalized development costs. We anticipate our capital expenditures in the year ended December 31, 2025 to be primarily for 5G narrow band development for the massive Internet of Things (IoT) markets, following our decision in mid-2024 to suspend our development of high-speed broadband 5G technology. We anticipate our capital expenditure in 2025 to be financed from our cash on hand plus financing from R&D project financing, and potentially from new strategic alliances. Should we decide to broaden our product range by acquiring or developing complementary technologies, we could need additional capital expenditures in order to support development of multi-mode or multi-feature products.


B.			Business Overview

We are a fabless designer, developer and supplier of cellular semiconductor solutions primarily for the cellular IoT markets. We offer a comprehensive set of 5G/4G chips and modules fully optimized for non-smartphone devices. IoT applications usually have low data transmission needs and require technology extremely optimized in power consumption and cost to enable massive deployment. It covers applications such as smart mobility and logistics, smart utility meters, smart cities, smart industries, e-health and wellness, and smart homes to name few. Our product portfolio is composed of chips, or integrated circuits (IC) of baseband processors and radio frequency (RF) transceivers, as well as IoT modules that incorporate these chips along with radio front end subsystem, and rich software that includes advanced modem and signal processing code as well as protocol stack and higher-layer applications. Our goal is to deliver an advanced set of features with technology optimized to address the IoT requirements: power, size, high reliability and advanced security algorithms at a competitive price.

The cellular IoT market is often served by single-mode 4G LTE, or LTE-only, devices. The completion of 3GPP Release 13/14 in 2016 introduced two LTE categories targeting low power, low data-use machine-type communications enhancing power efficiency, reducing module costs, and improving coverage for the IoT market. LTE-M (also known as LTE Cat M) can achieve peak download rates of about 1 Mbps, while NB-IoT (also known as Cat NB) can reach peak download rates of about 100 Kbps. Additionally, 3GPP Release 14 introduced LTE Cat 1bis, an optimized evolution of the original Cat 1 technology, providing peak download rates of about 10 Mbps. LTE Cat 1bis is used in IoT devices that require extra bandwidth or are deployed in areas without LTE-M coverage. LTE Cat 4, offering peak download speeds of up to 150 Mbps, is used in IoT devices requiring higher bandwidth.

With the evolution of the standard to 5G, new 5G standards have been introduced to service the IoT market. 3GPP Release 17 introduced 5G NR RedCap, also known as Reduced Capability New Radio, with a peak download rate of up to 150 Mbps. eRedCap (Enhanced Reduced Capability) was introduced in 3GPP Release 18 and supports a reduced data bandwidth with a peak download rate of 10 Mbps.

With our solutions we address the rapidly-growing 4G cellular IoT market. We provide a comprehensive product portfolio based on our flagship Monarch platform (LTE-M/NB IoT), Calliope platform (LTE Cat 1 and Cat 1 bis) featuring industry-leading low power consumption, a large set of integrated functionalities, and global deployment capability. We also address higher bandwidth IoT applications with our Cassiopeia platform (LTE Cat 4).

In June 2024, we suspended the development of our 5G broadband product for Fixed Wireless Access applications and reoriented our product roadmap towards low-power 5G variants for IoT, specifically RedCap and eRedCap. We believe we will be able to deliver our next generation of products, dual mode (5G and 4G), leveraging all our past 4G development efforts and reinforcing our position in the IoT market.

Many vertical applications, such as satellite, avionic, public safety and military, seek to leverage the cellular 5G/4G 3GPP standard to serve their markets. Using our 5G/4G platforms developed originally for the cellular IoT market segments described above, we address this market by offering software services to do the required modifications on such platforms in order to offer optimized solutions for these vertical applications.

Our product portfolio allows us to target the IoT market segments described above, with purpose-built, price/performance-optimized chipset solutions. This includes chips and modules that have the advantage to accelerate the time-to-market in some market segments.

Industry Background

Evolution of Wireless Networking : from 4G to 5G Wireless

4G LTE has become the dominant technology for terrestrial cellular networks. The GSA counted 833 commercial LTE networks (up from 824 one year earlier) around the world as of January 20251. The strong coverage of LTE networks worldwide explains the continuous growth of IoT devices using this technology. In January 2025, ABI Research projected that the single-mode LTE IoT (Cat 1), LTE-M/NB-IoT module market will grow at a CAGR of 13% between 2025 and 2030 to reach annual IoT device shipments of 568 million units in 2030.

5G further expands the principles of 4G, bringing: better spectrum efficiency, higher throughput, and lower latency. This opened new opportunities for applications, ranging from gaming, to medical monitoring, and autonomous vehicles. MIMO techniques have been extended compared to 4G, and aggregated bandwidth is coming at a much larger scale. While 4G is mostly using aggregated bandwidth of 20, 40, or, in some rare cases 100MHz, 5G makes use of aggregated bandwidth up to 800MHz. The combination of powerful MIMO schemes and very large bandwidth allows for much higher throughput, in the range of several Gbps. Regulatory aspects have facilitated such a transition; spectrum is known to be a scarce resource. Beyond the re-farming of legacy spectrum (in the sub-6GHz range), new spectrum has been allocated in both this sub-6GHZ, and in the millimeter wave space (24GHz and above). Additionally, 5G was built to allow a smooth transition from 4G networks, with two main modes of operations: 5G Standalone (SA) for pure 5G operation and Non Standalone (NSA) for coexistence with 4G. This specifically allows legacy devices already deployed to be smoothly integrated in a brand new 5G network.

Starting with 3GPP Release 17, the Reduced Capability (RedCap) category of devices in 5G NR aims to address lower data rates below 300 Mbps, providing a solution to replace legacy LTE Cat 6 and Cat 4. This approach continues in 3GPP Release 18 with eRedCap (Enhanced Reduced Capability), which offers an optimized solution similar to LTE Cat 1. Both 5G NR RedCap and eRedCap rely on operators' 5G Standalone (SA) network deployment and operate on the lower sub-6GHz spectrum (FR1). RedCap is expected to be used on FD-FDD and TDD spectrums with two antennas, while eRedCap, optimized for single antenna usage, may operate on either FD-FDD or HD-FDD. Migration to 5G NR RedCap / eRedCap will be progressing gradually, shaped by 5G Standalone (SA) network readiness and operators’ spectrum re-farming strategies. Dual-mode devices supporting both LTE 4G and 5G NR will be required to enable this transition. As of January 2025, the GSA2 counted 344 commercial 5G networks around the world of which 67 having deployed, launched or soft-launched 5G standalone in public networks.

Challenges Faced By 4G/5G Wireless Semiconductor Providers

1 Public Networks and Operators : GAMBoD Database (https://gsacom.com/paper/public-networks-operators-january-2025/)

2 Public Networks and Operators : GAMBoD Database (https://gsacom.com/paper/public-networks-operators-january-2025/) Suppliers of 4G and 5G semiconductor solutions face significant challenges:

•Execution Challenges. The rapid evolution and complexity of wireless protocols for IoT (LTE-M, NB-IoT, LTE Cat 1bis and Cat 4, 5G NR RedCap and eRedCap), requires sustained product development excellence and ongoing collaboration with networks operators and infrastructure providers to meet market technology needs. Subscriber demand and carriers’ push to increase revenues by providing new and higher performance devices have driven OEM and ODM product life cycles to become shorter and require semiconductor solution providers to adhere to quick time-to-market schedules while providing fast and efficient transition from design-in to volume production. Typical design cycles range from six months for consumer electronics devices up to two years or more for industrial or automotive applications. In addition, wireless carriers require semiconductor solutions to undergo extensive certification qualification and interoperability testing prior to mass production.

•Technology Challenges. In order to increase throughput with minimal cost, wireless carriers require more efficient use of spectrum through the implementation of complex signal processing algorithms, such as OFDMA with always higher modulation schemes, advanced MIMO, carrier aggregation and millimeter wave support, that require a significant amount of system-level and software expertise in addition to IC design knowledge. In addition, OEM and ODM customers’ desire for continuous improvements in power efficiency, reduced form factor and lower cost require rapid design cycles employing increasingly advanced silicon processes, improved RF transceiver performance and integration of additional features.

•Semiconductor Supply Constraints. Periodically, worldwide component shortages have created significant obstacles to on-time production and have resulted in cost increases and/or increases in lead times for components. As an example, supply of silicon wafers from our single-source supplier was put on allocation in 2021 and in 2022. The situation required us in some cases to qualify new sources of supply. In other cases, we, as well as some of our customers, purchased more inventory than required in the short-term, in order to ensure adequate supply over the following quarters.

Our Competitive Strengths

We believe the following competitive strengths enable us to address the challenges faced by 4G and 5G wireless semiconductor providers:

•A strong track record of execution in 4G, that we are leveraging for 5G. We believe we are well positioned in the 4G LTE market, with more than 60 end customers having already launched or in the development phase of products using Sequans 4G LTE chipsets, and in particular, we are a recognized innovator and leader in LTE for IoT chipsets. We have released many generations of 4G/5G chips from WiMax to LTE that have been deployed in a variety of devices including smartphones, USB dongles, tablets, mobile routers, broadband access CPEs, in-car telematics devices, smart meters, eHealth/well-being applications, and other industrial and consumer IoT devices. We have a track record of technologies leadership and innovation. As examples :

•in 2017, introduction of Monarch, world's first LTE-M/NB-IoT single chip solution

•in 2019, introduction of Monarch 2, second generation of Monarch with improved power consumption and dual mode LTE-M/NB-IoT support

•in December 2021, Monarch 2 becomes first Common Criteria EAL5+ certified cellular platform;

•announced in December 2021, availability of GNSS positioning technology on Monarch 2 platform;

•in December 2021, introduced Cat 1bis modules based on second-generation Cat 1 chip, Calliope 2;

•in August 2022, executed a multi-year, strategic 5G licensing agreement in excess of $50 million;

•introduced in November 2022, jointly with Skyworks Solutions, Inc., a SiP (system-in-package) solution combining Sequans’ Monarch 2 modem with Skyworks’ radio front-end solution, creating the world’s smallest LTE-M/NB-IoT connectivity platform in a single package; and

•in April 2023, introduced in collaboration with Anterix, the Cassiopeia CA410 LTE Cat 4 multi-band solution for public and private networks in North America.

•Understanding of wireless system-level architecture and expertise in signal processing. We have an end-to-end understanding of wireless system-level architectures and networks based on our team’s experience in a broad range of wireless technologies. This enables us to serve as a trusted advisor to wireless carriers, OEMs and infrastructure vendors to optimize the performance of their 4G and 5G devices and networks. For example, our solutions offer improved standby-mode battery life in wireless devices as a result of our in-depth understanding of the interactions between the device and the network and of our implementation of advanced power-saving techniques in our solutions. We have implemented a proprietary technique called Dynamic Power Management in our Monarch chip that assures the longest possible battery life for IoT devices by dynamically adapting the chip’s deep-sleep implementation to the traffic patterns of various IoT use cases. We have also implemented another proprietary technique called eco-Paging that allows very low power consumption while maintaining a good level of reachability for the IoT device. We also leveraged our signal processing know-how to embed new functionalities such as GNSS. Security, which is at the heart of the IoT devices, has also been strengthened in our Monarch 2, embedding a Common Criteria EAL5+ secure enclave. We also invest into enabling our customers to benefit from an integrated development environment on our Monarch 2 platform.

•High performance solutions for 4G and 5G applications. Our solutions offer high performance for use in a wide array of wireless devices. The key performance characteristics of our solutions include:

◦high power efficiency in both active and idle modes using our patented idle mode optimization algorithms that improve standby time and help maximize device battery life;

◦support for LTE-Advanced features, including carrier aggregation, a capability of creating a single virtual wide channel from two or more different narrower channels, resulting in higher throughput;

◦integration of complete on-chip support for Voice over LTE (VoLTE), including support for high-definition voice using wideband codecs;

◦support for LTE-Advanced technology band 48 for CBRS solutions available through two of our LTE solutions;

◦integrated RF and baseband functions in single die optimizing power consumption and reducing solution cost and size;

◦development and integration of specific high doppler tolerant algorithms to allow for in-plane connectivity, and efficient LTE-to-satellite communication schemes for breakthrough in mobility and connectivity for satellite services;

◦development of Cat 1bis technology to address the cost and power consumption barriers that we believe have inhibited widespread use of 4G in wearables and consumer applications, as well as traditional IoT voice-oriented applications such as alarm systems;

◦support of outdoor location services with embedded GNSS functionality, allowing an efficient cost structure of our customers, while enabling very low power applications requiring positioning; and

◦support of an embedded applications environment.

•Highly optimized 4G and 5G solutions. We have successfully produced and ramped into commercial production multiple generations of 4G system-on-chip, or SoC, semiconductor solutions. We delivered the first cellular technology (Cat 1 and LTE-M) for IoT, and we began delivering the second generation dual mode LTE-M/NB-IoT for this segment in 2021. We are delivering in production our Cat 1bis platform, the second generation Cat 1 solution. This experience has resulted in what we believe to be one of the industry’s most efficient implementations, providing high performance at low cost and low power consumption. Some of our solutions have integrated the baseband processor and the RF transceiver into a single die, resulting in extremely high integration, small footprint and low cost. We developed and launched our second-generation LTE-M chipset, the Monarch 2 that provides major improvement in power and cost with new advanced features. Furthermore, our comprehensive software solutions help our customers get to market quickly with an optimized, mature and field proven solution. Our highly optimized solutions offer key advantages for both ourselves and our end customers:

◦Lower overall system cost for our end customers, coupled with higher functionality and smaller form factor. Our ability to integrate digital and RF functions into a single device also allows us to maintain higher product margins as we believe device manufacturers are willing to pay a premium for our integrated 4G solutions, while also enabling us to reduce our manufacturing costs for wafer fabrication, assembly and testing.

◦The implementation of advanced “known good die” and wafer-level chip-scale packaging (WLCSP) technology, which reduces chip cost and design footprint, enables the creation of very small and cost-effective LTE modules.

◦Simplified product design for device manufacturers, as our solutions incorporate all key components required for a 4G device in a single die or package. We believe these advantages enable our products to be incorporated into leading edge devices that offer a high-quality user experience, as well as accelerate our end customers’ time-to-market.

◦Proprietary embedded protocol software that has been exhaustively tested with major base station vendors’ equipment to ensure reliable performance in the field. We also offer host software that facilitates rapid development of high performance device drivers, connection managers and other key application-layer software functionality.

◦Provide lowest power consumption with 1µA PSM and eco-Paging™ for optimized Extended Discontinuous Reception (eDRX), a feature that allows IoT devices to remain inactive for longer periods.

◦Optimized dual-mode Cat M/NB-IoT operation.

◦VoLTE support for integrated voice.

◦GNSS positioning.

◦Common Criteria EAL5+ certified cellular platform.

•Long-term relationships with wireless carriers. We have developed close relationships with wireless carriers around the world, helping them to test their new networks and specific features of those networks. We believe these relationships are critical to being able to certify our products quickly and to help our customers to certify and deploy their products efficiently.

Our Strategy

Our goal is to be a leading provider of next-generation wireless semiconductor for IoT by providing best-in-class solutions that enable mass-market adoption of 4G and 5G technologies worldwide. Key elements of our strategy include:

•Identifying and optimally serving 4G and 5G market segments. As cellular operators continue to build out their 4G LTE and 5G NR networks and re-farm their 2G and 3G spectrum to support demand for data capacity, we expect to see significant growth in the demand for 4G LTE-only, 5G and 5G with 4G fallback devices to enable the migration to 5G. In our estimation, this demand is expected to come from three areas:

1)Continuous growth in LTE-M/NB-IoT, LTE Cat 1bis and Cat 4 : While a large number of IoT connections are expected to use WiFi, Bluetooth or some other local-area or personal-area networking technology, there are many applications for wide-area connectivity which can be addressed by cellular networks. Applications for cellular connectivity include smart utility meters, security, asset tracking, mobile/remote healthcare, industrial automation and monitoring, retail, smart cities, consumer wearables, agriculture and environmental monitoring, and more. This trend toward the use of 4G LTE in the IoT market began with the arrival of cost- and power-optimized Category 1 LTE solutions in 2015, and is accelerating with the arrival of machine type communications (MTC)-optimized 3GPP Release 13/14/15 LTE solutions, which define Cat M and Cat NB user equipment categories. In 2021, we also observed a slower than expected adoption of NB-IoT in several regions, notably in Japan (which appears to be abandoning NB-IoT networks), in Europe (developing LTE-M on top of NB-IoT), in North America (AT&T discontinuing NB-IoT) and even in China (where some applications are progressively turning to higher data rate Cat 1bis vs. lower data rate NB-IoT). On the other hand, LTE-M has been steadily growing, and new generation Cat 1bis have been on the rise. Our product family is composed of:

a.Monarch, the world’s first LTE-M/NB-IoT chip (announced in February 2016, certified in 2017) and our second generation of dual-mode LTE-M/MB-IoT semiconductor, Monarch 2, with better cost, power saving, and integrated features such as an application development environment, GNSS, and iUICC.

b.Calliope, our world-first Calliope LTE Cat 1 chipset platform, announced in January 2015. The Calliope 2, our Cat1bis chip, is enabling us to gain market share in telematics, security camera and IoT applications, such as smart home that require higher bandwidth than LTE-M.

c.Cassiopeia, our LTE Cat 4 chipset platform, addressing IoT deployments on Private (CBRS and Anterix) and Public Networks in North America

2)Transition to 5G NR : As 5G NR Standalone (SA) networks are deployed, IoT applications will gradually migrate to 5G NR RedCap and eRedCap that has been specified in 3GPP Release 17/18. In February 2025, we unveiled our next generation of 5G NR semiconductors, designed to enhance performance and ensure a seamless transition from 4G LTE to 5G NR. These semiconductors promise longevity, robust connectivity, and low power consumption. The Monarch 3 integrates 5G NR eRedCap with LTE-M, enhancing connectivity and performance. The Calliope 3 combines 5G NR eRedCap with LTE Cat 1bis, offering improved data rates and robust connectivity. Lastly, we expect to develop a light version of Taurus that supports both LTE Cat 4 and RedCap, insuring reliable and efficient operation.

•Accelerating our, and our customers’, time to market and reducing our customers’ development costs. By packaging our semiconductor solutions in a complete, turnkey module form factor and certifying them with key wireless carriers, we have been catalyzing the market for cellular devices, speed time to market for customers wishing to incorporate connectivity in their devices and reduce the cost and complexity for our customers.

•Leveraging our multiple generations of 4G chip design experience to become a leader in advanced 4G and 5G technology and cost efficiency. The cost and power efficiency achieved from our many generations of 4G modem design has enabled us to deliver our family of products at attractive price points, enabling LTE connectivity to be embedded in a wide range of cost-sensitive IoT applications in both consumer and machine-to-machine applications. The most recent members of our 4G IoT family are the Monarch 2, and Calliope 2, with increasing level of integration and features. We are currently developing our next generation of semiconductors, the Monarch 3 and Calliope 3, adding 5G eRedCap and enhances performances.

•Partnering with other leading technology companies to complement our technology offerings. We regularly collaborate with ecosystem partners who provide complementary technology or strengthen our capabilities to address customer needs and competitive pressure. We are partnering with mobile virtual network operators (MVNOs) to enable new potential customers using multi-region coverage. We have signed worldwide distribution contracts with Avnet, Digi-Key, Mouser Electronics and Richardson RFPD. This will facilitate access to our technology through the distributors’ wide go-to-market presence.

Our Solutions

We have developed a portfolio of 4G/5G semiconductor solutions to address a variety of applications and market segments. We offer baseband solutions used to encode and decode data based on 4G/5G protocols that serve as the core wireless processing platform for a cellular device; RF transceivers used to transmit and receive wireless transmissions; and highly integrated SoC solutions that combine these and other functions into a single die or package. Some of our SoC solutions integrate the baseband and RF transceiver functions, in some cases with an applications processor and memory. This advanced integration reduces the size, cost, design complexity and power consumption of cellular solution. We offer a family of LTE modules that vastly simplify the task of embedding LTE connectivity for device makers lacking cellular experience. This helps us expanding our options in adjusting our business model on case-by-case basis.

All of our baseband, SoC products and modules are provided with comprehensive software, including tools, to enable manufacturers to easily integrate our solutions into their devices in a wide variety of environments. In addition, we provide our customers with design support, in the form of reference designs that specify recommended methods for interconnecting our chips to surrounding devices, such as host processors, memory and RF front-end components as well as tools to integrate with products from major automatic test equipment vendors.

Our primary chipset products are summarized in the table below. For each baseband chipset, we have a number of modules available as well.

Platform Name
Chipset ID
Family

Description

Key Features

Monarch

SQN3330

LTE Release 13/14 LTE-M and NB-IoT
SoC

LTE Cat M1 and NB1 supported; Baseband, RF transceiver, memory and power management integrated in a single package; power optimized for IoT applications requiring lower throughput.
Modules based on this chipset: GM01Q

Monarch 2

SQN3430

LTE Release 14/15 dual-mode LTE-M/NB-IoT
SoC

Highly integrated chip with extremely low power consumption, supporting power class 3 (23 dBm) and lower (20, 14 dBm), with an integrated MCU with Sensor-Hub Mode Secure element & iUICC, EAL5+ security grade.
Modules based on this chipset: GM02S, GM02SP

Monarch 2 SiP SQN66431
SKY66431

LTE Release 14/15 dual-mode LTE M/NB-IoT
SiP

Second generation of Ultra-compact complete LTE System in Package; integrated baseband, RF, pSRAM, power management, front-end and passives; eco-Paging™ for optimized eDRX; power class options 20 and 23dBm; integrated MCU, Secure element & iUICC, EAL5+ security grade, GNSS support.

Designed in collaboration with Skyworks

Calliope

SQN3223

LTE Release 9/10
BB

10 Mbps CAT 1 peak throughput, USB and HS UART interfaces, integrated processor, cost- and power-optimized for IoT and M2M applications requiring lower throughput.

Modules based on this chipset: US130Q, VZ120Q

Colibri / Calliope

SQN3241

LTE
RF

Supports 700-900MHz and 1.8-2.7GHz, up to 20 MHz bandwidth. WLCSP.

Modules based on this chipset: VZ22Q/US30Q/EU40Q

Calliope 2

SQN3530

LTE Release 14/15 SoC

Cat 1bis SoC, A-CPU, Audio, secure enclave, iUICC (40nm) technology. Baseband, RF, power management and memory integrated in one chip platform. Significant improvement in power consumption. Integrated secure enclave with EAL5 level of security.

Module family based on this chipset: GC02S1

Cassiopeia

SQN3220/ SQN3220sc

LTE-Advanced Release 10 BB

LTE Cat 4 / Cat 6 with carrier aggregation up to 20 + 20 MHz

Modules based on this chipset: CB410 / CB610 / CA410

Cassiopeia

SQN3240/SQN3242/SQN3244

LTE RF

Supports FDD and TDD 700 MHz - 2.7 GHz, up to 20 MHz bandwidth

Modules based on this chipset: CB410 / CB610 / CA410

Abbreviations used in this table: BB = baseband processor, nm = nanometer, dBm = decibels; iUICC = integrated Universal Integrated Circuit Card; MCU = micro controller unit; PMIC = power management IC; RF = radio frequency transceiver, SDRAM = Synchronous Dynamic Random Access Memory, SiP = system in package, SoC = system-on-chip, VoLTE = Voice over LTE.

Competition

The wireless semiconductor business is very competitive. We believe that our competitive strengths will enable us to compete favorably in the 4G and 5G IoT markets. The following are the primary elements on which companies in our industry compete:

•time to market, functionality, form factor and cost;

•product performance, as measured by network throughput, signal reach, latency and power consumption;

•software maturity and carrier certification coverage;

•track record of providing high-volume deployments in the industry; and

•systems knowledge helping customers to optimize their products.

We face competition from established semiconductor companies such as Mediatek, Qualcomm Incorporated, Samsung Electronics Co. Ltd., Sony Corporation, and companies located in China such as Huawei HiSilicon, ASR Micro and Unisoc, as well as smaller actors in the market with more limited product portfolios, such as GCT Semiconductor and Nordic Semiconductor.

The larger competitors have longer operating histories, significantly greater resources and name recognition, and a larger base of existing customers than us. In addition, some of them may provide incentives to customers or offer bundled solutions with complementary products, which could be attractive to some customers, or adopt more aggressive pricing policies to offset what we believe are the performance and cost advantages of our solutions.

Qualcomm Transaction

On September 30, 2024, we concluded a strategic transaction with Qualcomm Technologies, Inc ("Qualcomm"), valued at $200 million in cash.

The overall deal resulted in Qualcomm acquiring the intellectual property ("IP") for our two main 4G products (Monarch2 and Calliope2) and certain physical assets, as well as receiving a license to our entire patent portfolio and a license to our partially developed 5G broadband platform, known as Taurus. In addition, approximately 70 of our employees transferred to Qualcomm effective October 1, 2024.

The transaction included a license back to us of the Monarch2 and Calliope2 IP, which means that we will continue to have the right to manufacture and sell the products to serve our customers as usual, on a royalty-free basis. Therefore, there was no sale or discontinuation of our 4G business.

Business Development, Sales, and Marketing

Our business development efforts are focused on developing relationships with wireless carriers to identify the market opportunities in general. The carriers are often a partner providing the data plan service and our customers are major OEMs or ODMs addressing the various applications of cellular IoT, e.g., metering, asset tracking, alarms etc. In this case, we engage with the end customers directly or via our module partners, technology partner or distributors to develop relationships and promote our solutions. We work closely with key players across the wireless industry to understand their requirements and enable them to certify and deploy cellular solutions in high volume.

Our product marketing and business development team is organized regionally and by wireless carrier. In addition to identifying new business opportunities based on the wireless carriers' product launch plan, the product marketing and business development team also works to understand the wireless carriers’ future technological requirements, so that we can incorporate appropriate features in our product roadmap. We have a business development team of both dedicated employees and outside contractors.

Our sales force is organized regionally to provide account management and customer support functions as close to customer physical locations as practical. As of December 31, 2024, we had a direct sales force serving our OEM and ODM customers in the Asia-Pacific region, including Taiwan, China, and Japan; Europe; the Middle East and North America. In the United States, Brazil and Israel, we have supplemented our direct sales team with sales representatives who help with sales enablement, lead generation, customer communications and customer support functions.

We have continued to reinforce our go-to-market capabilities by expanding our new distributor channels implementation, including the four worldwide agreements with Avnet, Digi-Key, Mouser Electronics and Richardson RFPD. These agreements encompass lead generation and support as well as fulfillment. To further the reach of our sales channels, we are collaborating with microcontroller vendors like Microchip, to develop IoT design kits that provide us the scale of these large corporations and also help their existing end customers easily integrate our products while keeping their software legacy intact. They are useful to address the massive IoT market as the numbers of applications and potential customers are very large.

Our sales force works closely with a team of technical support personnel. This team assists customers in solving technical challenges during the design, manufacturing implementation and certification phases of a customer’s product life cycle. The information obtained from customer support is then communicated back to the product development teams to be considered in future software releases or hardware development. This high-touch approach allows us to facilitate the successful certification and acceptance by the wireless carriers of our customers’ products, which speeds time-to-market for our customers and reinforces our role as a trusted advisor to our customers.

Our sales cycles typically take 12 months or more to complete and our solutions are generally incorporated into our customers’ products at the design stage. Prior to an end customer’s selection and purchase of our solutions, our sales force and technical support engineers provide our end customers with technical assistance in the use of our solutions in their products. Once our solution is designed into a customer’s product offering, it becomes more difficult for a competitor to sell its semiconductor solutions to that end customer for that particular product offering given the significant cost, time, effort and risk involved in changing suppliers. In addition, once we win a particular design with an end customer, we believe our ability to penetrate other product families at that end customer increases significantly.

Our marketing strategy is focused on enabling broad adoption of 4G and 5G solutions and communicating our technology advantages to the marketplace. This includes building awareness of and preference for our technology at wireless carriers who generate demand for 4G- and/or 5G-enabled devices. By working to understand carrier services strategies, device roadmaps and technical requirements, we believe we are better positioned to drive our roadmap to meet these needs, to influence their choice of technology suppliers, and to identify manufacturers in the wireless industry who are best prepared to serve the needs of the wireless carrier. Our technical and business relationships with AT&T, ChungHwa Telecom CHT, Deutsche Telekom, KDDI, NTT DoCoMo, Orange, Softbank, Spark Networks, T-Mobile, Telefonica, Telenor, Telstra, Verizon Wireless, Vodafone and other operators have allowed us to anticipate requirements and develop solutions tailored for their respective networks, which helped us secure several design wins and launch multiple products. For example, our LTE-M/NB-IoT Monarch 2 chipsets and module offerings have been certified by AT&T, T-Mobile, Verizon, Sprint, NTT DoCoMo, Softbank, KDDI, Telstra, LG U+, Deutsche Telekom, Telus, Telstra, Orange, Vodafone, CHT, Firstnet, Spark Networks — as well as certified with most global and regional industry and regulatory bodies (GCF, PTCRB, FCC, IC/ISED, ACMA, UKCA, RED, NCC, JATE, TELEC).

Our marketing team is also responsible for strategic planning, OEM, ODM, technology partners and wireless carriers business development and corporate communications. All of these functions are aimed at strengthening the competitiveness of our solutions in response to evolving industry needs and competitive activities, and at articulating the value proposition of our technology throughout the 4G and 5G wireless industry. Our sales and marketing organizations work closely together to ensure that evolving industry requirements are reflected in our product plans, and that customers have early access to our roadmaps and can communicate the value of our technology to the wireless carriers. This end-to-end value chain management approach is designed to grow and preserve our market share in the segments we serve.

As of December 31, 2024, we had 42 employees and four outside contractors in our business development, sales, customer support and marketing teams.

Customers

We maintain relationships with 4G and 5G wireless carriers and with OEMs and ODMs who supply devices to those carriers and their end users. We do not typically sell directly to wireless carriers, except from time to time in the context of selling services to enable new technologies or markets being developed by the carrier. Our sales are conducted on a purchase order basis with OEMs, ODMs, contract manufacturers, system integrators, or distributors (who provide certain customer communications, fulfillment and customer support functions).

Our top ten customers accounted for 95%, 92% and 97% of our total revenue in 2022, 2023 and 2024, respectively. Our strategic partner based in China accounted for 33% of our revenue in 2022, 56% in 2023 and 12% in 2024. A new strategic partner accounted for 53% of our revenues in 2024. An ODM partner who represented less than 10% of our revenues in each of 2022 and 2023, accounted for 15% of our 2024 revenues. The following is a list of our top ten customers (names given when we have permission), in alphabetical order, based on total revenue during 2024:


• Asiatelco • Itron • Honeywell • Lockheed Martin • Matlog			• Qualcomm • Renesas • Telit Cinterion Deutschland GmbH • Withings • Strategic partner (China)

Manufacturing

We operate a fabless business model and use third-party foundries and assembly and test contractors to manufacture, assemble and test our semiconductor solutions.

Our sole foundry vendor is TSMC, and currently we use their commercially available mature standard 65nm and 40nm, standard RF, mixed-signal and digital CMOS foundry processes to enable us to produce our products more cost-effectively. We expect to add 22nm technology in the next generation of products. We use well-known outsourced semiconductor assembly and test (OSAT) suppliers such as Advanced Semiconductor Engineering ChungLi (ASECL), Advanced Semiconductor Engineering, Inc. (ASEKH) and Silicon Precision Industries Limited (SPIL) for most of our chipset assembly and testing. We use Asiatel Technologies Co. and BYD Electronic International Co Ltd. for manufacturing of our modules.

We generally manufacture to our internal sales forecasts and fill orders as received with some buffer for rush orders. We do not have manufacturing agreements with our foundry or with our testing and packaging or module vendors, other than agreements with Asiatel and BYD, and we place our orders with our foundry and other vendors on a purchase order basis. See “Risk Factors—Risks Related to Our Business and Industry”.

We strive for continuous improvement in manufacturing processes to deliver year-on-year improvement in output, cost and product quality. We closely monitor the overall production cycle from wafer to finished goods through statistical analysis of the manufacturing data. We also run routine reliability monitoring programs to ensure long term product reliability. This enables us to operate certain test processes on demand to reduce the time-to-market for our products and to help ensure their performance, quality measures, including customer feedback and reliability.

Our quality management system is based upon the requirements of ISO 9001. We are ISO 9001 (2015) certified, and all of our major suppliers and subcontractors are required to have quality management systems certified to ISO 9000 and ISO 14000 levels, as well as appropriate environmental control, corporate social responsibility and sustainability programs.

We also comply with RoHS and REACH requirements. We perform regular routine supplier audits to ensure that our suppliers meet the required quality standards.

Intellectual Property

We rely on a combination of intellectual property rights, or IPR, including patents, trade secrets, copyrights and trademarks, and contractual protections, to protect our core technology and intellectual property. At December 31, 2024, we had 56 issued and allowed United States patents, and 8 pending United States patents. The first of our issued and allowed patents is not expected to expire until 2027.

In connection with the acquisition of ACP Applied Circuit Pursuit in January 2025, we acquired four issued and allowed United States patents.

In connection with the sale of 4G intellectual property assets to Qualcomm, we received a license giving us the right to sell, support, maintain and enhance our existing 4G product portfolio and develop new generations of chips and modules using such technologies. This license enables us to continue developing our Monarch (LTE-M/NB-IoT) and Calliope (LTE Cat-1/Cat-1bis. The license is royalty-free for current products and minor derivatives and royalty bearing through September 2029 for major derivatives, assuming annual revenues reach a certain minimum level. The only material limitation in the license is on our ability to assign the license, including in the event of change of control, until September 30, 2027. No assignment of the license is permitted without Qualcomm's agreement, except to certain identified permitted transferees. From October 1, 2027 to September 30, 2030, the license may be assigned but if assigned to a semi-conductor company, a fee will be payable to Qualcomm.

In addition to our own intellectual property and intellectual property licensed back from Qualcomm, we have also entered into a number of licensing arrangements pursuant to which we license third-party technologies and intellectual property. In particular, we have entered into such arrangements for certain technologies embedded in our semiconductor, hardware and software designs. These are typically non-exclusive contracts provided under royalty-accruing or paid-up licenses. These licenses are generally perpetual or automatically renewed for so long as we continue to pay any royalty that may be due and in the absence of any uncured material breach of the agreement.

Certain licenses for technology used for development of a particular product are for a set term, generally at least two years, with a renewal option, and can be easily replaced with other currently available technology in subsequent product developments. In the event that such licenses are not renewed, they nevertheless continue with regard to products distributed in the field. Except for our licenses to the so called “essential patents” described below, we do not believe our business is dependent to any significant degree on any individual third-party license.

In the past, we have entered into licensing arrangements with respect to so called “essential patents” that claim features or functions that are incorporated into applicable industry standards and that we are required to provide in order to comply with the standard. We may be required to enter into such licensing arrangements in the future in order to comply with applicable industry standards, in particular with respect to the sales of our module products, which have full 4G or 5G functionality. We believe that general practice in the industry is that essential patent holders’ licensing policy is to license only to licensees selling a full 4G or 5G product, not to component vendors.

In 2015, we entered into an agreement to license the patent portfolio of Gemalto S.A., including at least one patent which may be considered essential for the LTE standard.

Facilities

Our principal executive offices are located in Colombes, France, consisting of 21,625 square feet under a lease that expires in May 2029, but which may be terminated in May 2026. This facility accommodates our principal research and development, product marketing, and finance and administrative activities.

We have a 7,843 square-foot facility in Winnersh Triangle, England, which accommodates a research and development center under a lease expiring in October 2025. We have a 4,884 square-foot facility in Ramat Gan, Israel, which houses a research and development center, under a lease that expires in December 2025, with the option to renew. We have a 645 square-foot facility in Salo, Finland under a lease that expires in November 2025, with the option to renew. We rent additional office space in Taipei, Taiwan; Shenzhen, China; and in Bedminster, New Jersey under short-term lease agreements.

We do not own any real property. We believe that our leased facilities are adequate to meet our current needs and that additional facilities will be available on suitable, commercially reasonable terms to accommodate any future needs.


C.			Organizational Structure

The Company is the ultimate parent of the group comprised of the Sequans Communications S.A. and its subsidiaries at December 31, 2024:


Name	Country of incorporation	Year of incorporation	% equity interest
Sequans Communications Ltd.	United Kingdom	2005	100
Sequans Communications Inc.	United States	2008	100
Sequans Communications Ltd. Pte.	Singapore	2008	100
Sequans Communications Israel (2009) Ltd.	Israel	2009	100
Sequans Communications Finland Oy	Finland	2020	100
Sequans Communications SAS (inactive)	France	2023	100

With the acquisition of ACP Applied Circuit Pursuit ("ACP") in January 2025, the Company added a wholly-owned subsidiary incorporated in Switzerland. ACP itself has subsidiaries in China, Hong Kong and France; the Company intends to liquidate the China and Hong Kong entities, and to either liquidate or merge the French subsidiary into Sequans Communications S.A.


D.			Property, Plants and Equipment

For a discussion of property, plants and equipment, see “Item 4.B—Business Overview—Facilities.”

Item 4A. Unresolved Staff Comments

Not applicable.

Item 5. Operating and Financial Review and Prospects

Summary

We are a fabless designer, developer and supplier of semiconductor solutions for broadband, critical “Internet of Things” (IoT) and massive IoT applications. Our solutions incorporate baseband processor and radio frequency, or RF, transceiver integrated circuits, or ICs, along with a front end subsystem and our proprietary signal processing techniques, algorithms and software stacks. Our high performance ICs deliver high throughput, low power consumption and high reliability in a small form factor and at a competitive price.

Our total revenue was $36.8 million in 2024, $33.6 million in 2023 and $60.6 million in 2022.

We currently have more than 60 end customers worldwide, consisting primarily of OEMs and ODMs for modules, telematics devices, tracking devices, security devices, CPE, home routers, mobile routers, embedded devices and other data devices. We derive a significant portion of our revenue from a small number of end customers, and we anticipate that we will continue to do so for the foreseeable future. We do not have long-term purchase agreements with any of our end customers, and substantially all of our sales are made on a purchase order basis. We expect that the percentage of revenue derived from each end customer may vary significantly due to the order patterns of our end customers, the timing of new product releases by our end customers, and consumer demand for the products of our end customers. Customers representing more than 10% of total revenue in any of the years 2022, 2023 or 2024 and their locations are as follows:


Customer	Customer Location	% of total revenue for the year ended December 31,
		2022	2023	2024
A	America	—%	—%	53%
B	China	Less than 10%	Less than 10%	15%
C	China	33%	56%	12%
D	Japan	11%	16%	Less than 10%
E	Germany	24%	Less than 10%	Less than 10%
F	America	14%	—%	—%

Our Consolidated Financial Statements for 2022, 2023 and 2024, have been prepared in accordance with IFRS as issued by the IASB.

Recent Developments

On August 22, 2024, we entered into an Asset Purchase Agreement (APA) with Qualcomm Technologies, Inc. that closed on September 30, 2024. At closing, a number of other agreements were also signed.

We received a license back of the Monarch2 and Calliope2 IP meaning that we will continue to have the right to manufacture and sell the products to serve our customers as usual. The value of the license was added to the cash paid and liabilities assumed by Qualcomm in determining the total deal consideration.

With respect to the cash consideration:

•$15 million was paid in June 2024 in the form of a license payment for Monarch2 manufacturing rights which was terminated upon deal closing, although certain clauses related to product liability and indemnity survive the termination.

•A bridge loan of $3 million provided in September 2024 plus accrued interest ($12,000) was deducted from the proceeds.

•$10 million was paid directly into an escrow account, the release of which will take place after the 12-month warranty period to the extent that there are no indemnification liabilities to be deducted. The escrow amount remains the property of purchaser until the escrow termination date. Escrow fees are shared by the two companies.

As a result of the above, $172 million was received in cash on September 30, 2024. The proceeds from this sale were used to repay the our matured debts (convertible debts - see Note 15.1 of the Consolidated Financial Statements, unsecured related party loans - see Note 15.2 of the Consolidated Financial Statements and related accrued interest) and to pay all overdue payables to suppliers.

The transaction resulted in a net gain of $153.1 million on the sale of the 4G assets, which is included in operating income for the year ended December 31, 2024. The assets sold had a net book value of $18.4 million at the time of the sale. In addition, we recognized license revenue from licenses of the 5G broadband platform, the Monarch2 manufacturing rights and the patent portfolio.


A.			Operating Results

Revenue

Our total revenue consists of product revenue and other revenue. Revenue from contracts with customers is recognized when control of the goods or services is transferred to the customer at an amount that reflects the fair value of the consideration to which the Company is entitled, excluding sales taxes or duties.

The Company applies a five-step approach in determining the amount and timing of revenue to be recognized: (1) identifying the contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations in the contract; and (5) recognizing revenue when the performance obligation is satisfied.

When a contract includes multiple promised goods and services, the Company evaluates each component to determine whether they represent separate performance obligations and determines the appropriate allocation of the contract consideration to each identified performance obligation based on estimated relative stand-alone selling prices.

Product Revenue

We derive the large majority of our revenue from the sale of semiconductor solutions and modules for 4G wireless broadband and narrowband applications. Our solutions are sold both directly to our end customers and indirectly through distributors.

Our sales cycles typically take 12 months or more to complete and our solutions are generally incorporated into our end customers’ products at the design stage. The design stage generally takes between 12 and 18 months but can last several years. Prior to an end customer’s selection and purchase of our solutions, our sales force and applications engineers provide our end customers with technical assistance in the use of our solutions in their products. Once our solution is designed into an end customer’s product offering, it becomes more difficult for a competitor to sell its semiconductor solutions to that end customer for that particular product offering given the significant cost, time, effort and risk involved in changing suppliers. In addition, once we win a particular design with an end customer, we believe our ability to penetrate other product families at that end customer increases significantly.

Our product revenue is also affected by changes in the unit volume and average selling prices, or ASPs, of our semiconductor solutions. The ASP of the module is much higher than the ASP of our semiconductor solutions as many other components are added in order to provide a complete 4G- LTE solution. Our products are typically characterized by a life cycle that begins with higher ASPs and lower volumes as our new products use more advanced designs or technology and are usually incorporated into new devices that consumers adopt over a period of time. This is followed by broader market adoption with higher volumes and ASPs that are lower than initial levels, due to the maturity of the technology, greater availability of competing products or less demand as our end customers’ products reach the end of their life cycle.

The proportion of our product revenue that is generated from the sale of various products, also referred to as product mix, affects our overall ASP, product revenue and profitability. Given the varying ASPs of our solutions, any material change in our product mix may affect our gross margins and operating results from period to period. We expect to continue to broaden our product portfolio by introducing new solutions.

License and Services Revenue

License and services revenue consists of the sale of licenses to use our technology solutions and revenue from associated annual software maintenance and support services, as well as revenue from technical support services and development services. Development services include advanced technology development services for technology partners and software development and integration services for customers, and wireless operators.

We license the right to use our solutions, including embedded software that enables our end customers to customize our solutions for use in their products. The license generally is perpetual and covers unlimited product designs by the end customer. We expect that we will continue to sign new license agreements as we begin working with new customers, but the amount may vary significantly from year to year.

Development services agreements typically call for a number of milestones to be delivered over several quarters, with revenue generally recognized on the percentage of completion method as the contract progresses. The amount of development services can vary over time depending on the timing of when new contracts are won and the length of the contract period.

License and services revenue reflects primarily the licensing transactions with a Chinese strategic partner in 2022, 2023 and 2024, and with Qualcomm in 2024. There was a peak in licensing revenue recognized in 2022 following the execution of a large 5G license with the Chinese strategic partner and recognition of delivery of all technology blocks developed through 2023. This contract resulted again in significant revenues in 2023, but declined in 2024 as the contract was terminated early in the year. The decline in revenues from this contract was compensated nearly entirely by licensing revenues recognized from the strategic transaction with Qualcomm.

We expect license and services revenue to continue to be a significant, but lesser, part of the total revenue mix in the short term as we complete delivery on the existing Qualcomm contract, and as we enter into smaller new agreements.

Cost of Revenue

Our cost of revenue includes cost of product revenue and cost of services and license revenue.

A significant portion of our cost of semiconductor product revenue consists of the cost of wafers manufactured by third-party foundries and costs associated with assembly and test services. Cost of product revenue is impacted by manufacturing variances such as cost and yield for wafer, assembly and test operations and package cost. To a lesser extent, cost of product revenue includes expenses relating to depreciation of production mask sets, the cost of shipping and logistics, royalties, personnel costs, including share-based compensation expense, valuation provisions for excess inventory and warranty costs.

For our module products, the cost of product revenue includes not only the cost of the semiconductor solution but also other components such as power amplifiers and filters, as well as greater packaging costs.

Early in the life cycle of our products, we typically experience lower yields and higher associated costs. Over the life cycle of a particular product, our experience has been that the cost of product revenue has typically declined as volumes increase and test operations mature, while ASPs generally decline.

We use third-party foundry, assembly and test subcontractors, which are primarily located in Asia, to manufacture, package and test our semiconductor solutions. We purchase processed wafers from our fabrication supplier, currently TSMC. We also rely on third-party assembly and test subcontractors to assemble, package and test our products, and on third-party logistics specialists for logistics and storage. We generally do not have long-term agreements with our suppliers. Our obligations with our vendors for manufacturing, assembly and testing are generally negotiated on a purchase order basis.

As most of the costs related to services and license revenue are incurred as part of our normal research and development efforts, we allocate to cost of services and license revenue only the incremental costs related to service contract obligations and specific direct costs related to providing maintenance and technical support and generating development services revenue.

Gross Profit

Our gross profit is affected by a variety of factors, including our product and revenue mix, the ASPs of our products, the volumes sold, the purchase price of fabricated wafers, assembly and test service costs and royalties, provision for inventory valuation charges, and changes in wafer, assembly and test yields. We expect our gross profit will fluctuate over time depending upon competitive pricing pressures, the timing of the introduction of new products, product and revenue mix, volume pricing, variances in manufacturing costs and the level of royalty payments to third parties possessing intellectual property necessary for our products.

Operating Expenses

Research and Development

We engage in substantial research and development efforts to develop new products and integrate additional capabilities into our core products. Research and development expense consists primarily of personnel costs, including share-based compensation, for our engineers engaged in design and development of our products and technologies. These expenses also include the depreciation cost of intellectual property licensed from others for use in our products and depreciation of capitalized internal development costs, and directly expensed product development costs, which include external engineering services, cost of development software and hardware tools, cost of fabrication of mask sets for prototype products, external laboratory costs for certification procedures, equipment depreciation and facilities expenses.

Under IFRS, research and development expense is required to be capitalized if certain criteria are met and then amortized over the life of the product. In 2022, we capitalized costs for the 5G broadband product and certification costs and costs for the LTE Category 1 (Calliope 2) for a total amount of $13.8 million (net of research tax credit for $1.9 million). In 2023 and 2024, we continued capitalizing costs for the 5G broadband product, certification costs and costs for the LTE Category 1 (Calliope 2) for a total amount of $22.3 million (net of research tax credit for $2.1 million) in 2023 and $15.5 million (net of research tax credit for $1.4 million) in 2024. In 2024, we discontinued the development of our 5G broadband platform, and in the third quarter recognized an impairment loss for the full $56.6 million on the balance sheet. Costs related to the development of Calliope 2 were capitalized through September 30, 2024, the date of sale of this asset to Qualcomm. Our intention in 2025 is to focus on the lower-end eRedCap variant of 5G; we expect that we will begin to capitalize 5G eRedCap development costs at some point in 2025 if the relevant accounting criteria continue to be met.

Research and Development Incentives

In France and the United Kingdom, we receive certain tax incentives based on the qualifying research and development expense incurred in those jurisdictions. When the incentive is available only as a reduction of taxes owed, such incentive is accounted for as a reduction of tax expense; otherwise, it is accounted for as a government grant with the benefit recorded as a reduction of research and development expense. We expect to be able to continue to qualify for such tax incentives in these jurisdictions in future periods. We expect the tax incentives, which are based on a percentage of qualifying research and development expense, to remain fairly stable in the short term. For 2024, we recorded a net amount of $3.8 million in tax incentives compared with $5.4 million in 2023, and $4.6 million in 2022.

In France, we also receive incentives in the form of grants from agencies of the French government and the European Union, based on qualifying research and development expense incurred pursuant to collaborative programs carried out with other companies and universities. These incentives are recorded as a reduction of research and development expense and are recognized when there is a reasonable assurance that the grant will be received, and all relevant conditions will be complied with. For 2024, we recorded $1.9 million in grants compared with $1.8 million in 2023 and $4.9 million in 2022.

In 2019, we received the final $2.1 million payment of grants and debt financing related to a large research project funded by the French government, called FELIN. The total value of the project funding for the Company was €7.0 million ($9.0 million). Of the €7.0 million, €3.0 million was in the form of a grant and €4.0 million was in the form of interest-bearing debt to be repaid beginning in 2019 and through January 2, 2025. The Company made principal and interest payments on the FELIN debt of €540,000 ($571,000) in 2022, €870,000 ($939,000) in 2023 and €1,130,000 ($1,250,000) in 2024. The debt had been fully repaid by January 2, 2025.

In 2021, we received a new grant, called CRIIoT, to finance 5G developments with a total value of €5,615,000 ($6,793,000 using exchange rate at the grant date). The funding was paid in three installments: €1,404,000 ($1,670,000 using exchange rate at the funding date) after the signature of the contract, received in April 2021; €2,808,000 ($2,966,000 using exchange rate at the funding date) received in July 2022 based on achievement of milestones and the remaining amount of €1,403,000 ($1,550,000 using exchange rate at the funding date) after final claims were received in 2024.

In March 2024, we were awarded a new financing, called eRedCap, to support our low-power 5G developments with a total value of €10,888,000 ($11,838,000 using the exchange rate at the grant date), of which €7,451,000 ($8,101,000) is in the form of a grant and €3,437,000 ($3,737,000) in forgivable loan that is to be repaid beginning in 2028 and through 2031. The funding is to be paid in four installments.

€1,863,000 ($2,025,000 using exchange rate at the funding date) as grant and €859,000 ($934,000 using the exchange rate of the payment date) as forgivable loan, were received in April 2024 after the signature of the contract. We expect to receive the balance of the funding in three instalments from the end of 2025 until 2027 based on achievement of milestones.

Sales and Marketing

Sales and marketing expense consists primarily of personnel costs, including sales commissions, and share-based compensation for our business development, sales, customer support and marketing personnel, commissions paid to independent sales agents, marketing fees paid to industrial partners, the costs of advertising and participation in trade shows.

General and Administrative

General and administrative expense consists primarily of personnel costs and share-based compensation for our finance, human resources, purchasing, quality and administrative personnel; professional services costs related to recruiting, accounting, tax and legal services; bad debt expense, investor relations costs; insurance; and depreciation. Information technology and facilities expenses are accounted for as overhead and allocated across all departments of the Company based on a pro rata basis. Legal expenses were unusually high in 2023 due to the tender offer from Renesas, which was terminated in February 2024, and in 2024 due to the Qualcomm transaction.

Interest Income (Expense), Net

Interest income consists of interest earned on cash and cash equivalent balances. We have historically invested our cash primarily in commercial bank accounts, short term deposits and money market funds.

Interest expense relates to our convertible debt issued in 2019 and 2021; lease contracts; an upfront payment received in October 2019; French government debt financing received in 2020; our accounts receivable financing facility put in place in 2014 and tax credit receivable financing put in place in 2022, 2023 and 2024; research project loans received from 2014 to 2024; and unsecured loans received from Renesas in November and December 2023 and in February 2024.

Debt Amendments

On April 9, 2021, we entered into a convertible note agreement with Lynrock Lake Master Fund LP in the principal amount of $40.0 million (the Lynrock 2021 Note). The convertible note contractually matured in April 2024 and was convertible, at the holder’s option, into the Company’s shares at a conversion rate of $1.915 per share (representing $19.150 per ADS), subject to a 9.9% ownership limit for Lynrock Lake. The convertible debt paid interest annually at an interest rate of 5.0625% for cash payments or 6% for payment in kind accruals.

In August 2022, we exercised our option to extend the term of the Nokomis convertible notes issued in August 2019 by one year to August 2023 in exchange for an increase of the interest rate from 7.0% to 9.5% per annum effective August 15, 2022 and the issuance of 594,680 warrants (148,670 ADSs) at an exercise price of $1.03 per warrant ($4.12 per ADS). The conversion price of the debt was not changed as the existing conversion price was less than 120% of 20-day VWAP. The exercise of the option resulted in the extinguishment of the existing note and issuance of a new note for accounting purposes. The change in the liability component before and after the amendment was recorded as financial gain for an amount of $476,000.

In August 2023, we exercised our option to extend the term of the Nokomis convertible notes issued in August 2019 to April 2024 in exchange for an increase of the interest rate from 9.5% per annum to 13.5% per annum effective August 15, 2023 and the issuance of 1,244,820 warrants (311,205 ADSs) at an exercise price of $0.8082 per warrant ($3.23 per ADS). The conversion price of the debt was decreased from $1.03 per share ($4.12 per ADS) to $0.8082 per share ($3.23 per ADS). The exercise of the option resulted in the extinguishment of the existing note and issuance of a new note for accounting purposes. The change in the liability component before and after the amendment was recorded as financial gain for an amount of $247,000.

In April 2024, we entered into standstill agreements with the convertible debt holders while we negotiated our strategic agreement with Qualcomm. With the extension of the maturity of the Lynrock Lake 2021 Note in connection with the standstill agreement, the PIK rate of interest increased from 6% to 8% beginning April 10, 2024. The Company also secured standstill agreements from Renesas and the French government.

In early October 2024, we used a portion of the proceeds from the Qualcomm transaction to repay all convertible debt, bridge loans and accrued interest.

Change in Fair Value of Convertible Debt Embedded Derivative

The Lynrock 2021 Note was accounted for as compound financial instruments with two components: (i) a liability component reflecting the Company’s contractual obligation to pay interest and redeem the bonds in cash; and (ii) an embedded derivative, which reflects the value of the conversion option.

The initial fair value of the notes was split between these two components.

The fair value of the liability component on the issuance date of the Lynrock 2021 Note represented the fair value of a similar liability that does not have an associated equity conversion feature, calculated as the net present value of contractually determined future cash flows, discounted at the rate of interest applied by the market at the time of issue to instruments of comparable credit status and providing substantially the same cash flows, on the same terms, but without the conversion option. On April 9, 2021, the initial fair value of the embedded derivative of the Lynrock 2021 Note was calculated to be $12,713,000. The change in fair value is remeasured and recorded as financial income or loss at each statement of financial position date. At December 31, 2023, the recalculated fair value of the convertible debt instruments was nil ($1,956,000 at December 31, 2022), and the gain in change of the fair value of $1,956,000 for the year ended December 31, 2023 (gain of $5,047,000 for the year ended December 31, 2022) was recorded in the Consolidated Statement of Operations. The value of the Lynrock 2021 Note embedded derivative had been reduced to zero at December 31, 2023; there is no change in 2024.

On August 16, 2022, the accounting for the exercise of the option to extend the term of the convertible note issued in August 2019 resulted in an embedded derivative. The initial fair value of the embedded derivative of the note was calculated to be $1,920,000, including the fair value of the warrants to be granted at the extension date for an amount of $195,000. After the issuance of the warrants (recorded in Other Capital reserves in shareholders' equity), the fair value of the embedded derivative of the note was $1,725,000.

On August 16, 2023, the accounting for the exercise of the option to extend the term of the convertible note issued in August 2019 resulted in an embedded derivative. The initial fair value of the embedded derivative of the note was calculated to be $215,000, including the fair value of the warrants to be granted at the extension date for an amount of $82,000. After the issuance of the warrants (recorded in Other Capital reserves in shareholders' equity), the fair value of the embedded derivative of the note was $133,000. At December 31, 2023, the recalculated fair value of the convertible debt was $3,000 ($1,247,000 at December 31, 2022) and the gain in change of the fair value of $1,244,000 for the year ended December 31, 2023 (gain of $1,831,000 for the years ended December 31, 2022), were recorded in the Consolidated Statement of Operations. At September 30, 2024 Qualcomm closing date, the embedded derivative was reduced to zero, resulting in a gain of $3,000 recorded in the Consolidated Statement of Operations.

Foreign Exchange Gain (Loss), Net

Foreign exchange gain (loss) represents exchange gains and losses on our exposures to non-U.S. dollar denominated transactions, primarily associated with the changes in exchange rates between the U.S. dollar and the euro, and re-measurement of foreign currency balances at reporting date. As a result of our international operations, we are subject to risks associated with foreign currency fluctuations. Almost all of our revenues are in U.S. dollars and a portion of our expenses are also in U.S. dollars. However, a significant portion of our personnel costs is in euros and some long-term items on our statement of financial position are also denominated in euros. We use hedging instruments in order to reduce volatility in operating expenses related to exchange rate fluctuations. We classify foreign exchange gains and losses related to hedges of euro-based operating expenses as operating expenses.

Income Tax Expense (Benefit)

We are subject to income taxes in France, the United States and numerous other jurisdictions. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. As a result, we recognize tax liabilities based on estimates of whether additional taxes will be due. These tax liabilities are recognized when we believe that certain positions may not be fully sustained upon review by tax authorities, notwithstanding our belief that our tax return positions are supportable. Our effective tax rates differ from the statutory rate primarily due to any valuation allowance, the tax impact of local taxes, international operations, research and development tax credits, tax audit settlements, non-deductible compensation, transfer pricing adjustments and, in 2024, use of net operating loss carryforwards in France and taxation of a portion of our taxable income at the favorable IP Box regime rate in France. In respect of our subsidiaries outside of France, we operate on a “cost plus” basis.

In the years ended December 31, 2022 and 2023, a withholding tax was retained from a license fee invoiced in China. This withholding was only recoverable in the year of the invoicing. As the Company was in a tax loss position in both years, the amounts of $2,250,000 in 2022 and $1,875,000 in 2023, were not recoverable and were recorded in Income tax expense.

In the year ended December 31, 2024, we realized a taxable profit in France due to the gain recognized on the sale of certain 4G assets to Qualcomm. Under French tax regulations, we may opt to apply a special lower-tax regime to sales or licenses of qualifying intellectual property, commonly referred to as "IP Box". Taxable income from such qualifying transaction is taxed at a rate of 10%. We opted to apply the IP Box regime to the taxable income arising from the sale of the Monarch 2 eligible intellectual property, which is the trademarkable software element. The allocation of the gain on the sale of 4G assets was allocated between the assets sold and between the eligible versus ineligible intellectual property based on an analysis of the respective development costs. The gain associated with the sale of Monarch 2 eligible software was reduced by the value of related capital development costs that were on the balance sheet at the transaction date, as well as related research and development costs expensed in 2024 through the transaction date. Our use of the IP Box regime for this transaction is being submitted for review by the French tax administration. A ruling is expected to be received before the end of 2025. In the event of an unfavorable ruling, all our French taxable income would be taxed at 25%, resulting in an increase of taxes due of $4,280,000. We recognized total income tax expense of $3,626,000, of which $2,893,000 is related to French taxable income.

In addition, we were able to apply a portion of the net operating loss carryforwards to the taxable income, reducing 2024 tax expense.

In France, we have significant net deferred tax assets resulting from net operating loss carry forwards, tax credit carry forwards and deductible temporary differences that reduce our taxable income. Our ability to realize our deferred tax assets depends on our ability to generate sufficient taxable income within the carry back or carry forward periods provided for in the tax law for each applicable tax jurisdiction. Following the issuance of convertible debt and debt with warrants attached, we have deferred tax liabilities resulting from the bifurcation of the conversion feature and warrants from the debts. The deferred tax liabilities have allowed us to recognize deferred tax assets, subject to certain limitations on their use under French tax law. In the year ended December 31, 2022, deferred tax liabilities of $139,000 were recognized through income tax expense on our Consolidated Statement of Operations. In the years ended December 31, 2023 and 2024, deferred tax assets of $9,000 and $89,000, respectively, were recognized through income tax income on our Consolidated Statement of Operations. Over time, as we generate taxable income, we expect our tax rate to increase significantly.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations is based on our Consolidated Financial Statements contained elsewhere in this annual report, which are prepared in accordance with IFRS as described in Note 2 to our Consolidated Financial Statements.

Some of the accounting methods and policies used in preparing our Consolidated Financial Statements under IFRS are based on complex and subjective assessments by our management or on estimates based on past experience and assumptions deemed realistic and reasonable based on the circumstances concerned. The actual value of our assets, liabilities and shareholders’ equity and of our earnings could differ from the value derived from these estimates if conditions changed and these changes had an impact on the assumptions adopted. We believe that the most significant management judgments and assumptions in the preparation of our financial statements are described below.

Accounting for the Qualcomm Transaction

On August 22, 2024, we entered into an Asset Purchase Agreement ("APA") with Qualcomm Technologies, Inc. At closing on September 30, 2024, a number of other agreements were also signed. We consider that all of the agreements executed together constitute one transaction and must be evaluated as such for accounting purposes.

Pursuant to the transaction with Qualcomm, we received consideration of $200 million in cash plus up to $700,000 in the assumption of certain employee liabilities, Qualcomm acquired the intellectual property ("IP") for our two main 4G products (Monarch2 and Calliope2) and certain physical assets, as well as a license to our entire patent portfolio and a license to our partially developed 5G broadband platform. We received a license back of the Monarch2 and Calliope2 IP meaning that we will continue to have the right to manufacture and sell the products to serve our customers as usual. The value of the license back was added to the cash paid and vacation liabilities assumed by Qualcomm in determining the total deal consideration.

Accounting for this highly complex transaction required us to estimate the value of the various components sold to Qualcomm and the value of the license back to us of the 4G IP based on comparison of estimated future cash flows, market data and internal estimates, as well as benchmarking from comparable transactions.

The value of the 4G IP licensed back to the Company was recorded as an asset and is being amortized over its estimated useful life.

Revenue Recognition

Arrangements with customers are considered contracts if all the following criteria are met: (a) parties have approved the contract and are committed to perform their respective obligations; (b) each party’s rights regarding the goods or services to be transferred can be identified; (c) payment terms related to the goods or services to be transferred can be identified; (d) the contract has commercial substance and (e) collectability of substantially all of the consideration is probable.

Revenue is recognized when we transfer promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. We follow a five-step model to: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the separate performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation.

Our contracts with customers often include promises to transfer multiple products and/or services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Judgment is also required to determine the stand-alone selling price (“SSP") for each distinct performance obligation. In instances where SSP is not directly observable, such as when we do not sell the product or service separately, for example in the case of the 5G license to Qualcomm which was part of the overall $200 million asset sale transaction, we determine the SSP using information that may include market conditions and other observable inputs.

If the consideration in a contract includes a variable amount, we use our judgment to estimate the amount of consideration to which we will be entitled in exchange for transferring the goods or services to the customer. The variable consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue reversal in comparison to the amount of cumulative revenue recognized will not occur when the associated uncertainty with the variable consideration is subsequently resolved.

We sometimes receive advance payments from customers for the provision of development services. We determine if there is a significant financing component for these contracts considering the length of time between the customers’ payment and the transfer of control of the goods and services. When a significant financing component has been identified, the transaction price for these contracts is discounted, using the rate that we estimate would be reflected in a separate financing transaction at contract inception.

We recognize revenue when we satisfy the performance obligation by transferring the control over a product to the customer. Judgment is required to assess the pattern of transfer of control, in particular with regards to products’ sales to distributors and the rendering of services. Where we render services to the customers, they usually correspond to performance obligations which are satisfied over time, which are accounted for using the percentage-of-completion method, electing an input method of estimated costs as a measure of performance completed.

We rely on estimates around the total estimated costs to complete the contract (“Estimated Costs at Completion”). Total Estimated Costs at Completion include direct labor, material and subcontracting costs. Due to the nature of the efforts required to be performed to meet the underlying performance obligation, determining Estimated Costs at Completion is subject to many variables. Management quarterly reviews the progress and performance of open contracts in order to determine the best estimate of Estimated Costs at Completion. As part of this process, management reviews information including, but not limited to, any outstanding key contract matters, progress towards completion, the project schedule, identified risks and opportunities, and the related changes in estimates of costs. The risks and opportunities include management’s judgment about the ability and cost to achieve the project schedule, technical requirements, and other contract obligations.

Trade Receivables

We maintain an allowance for doubtful accounts for potential estimated losses resulting from our customers’ inability to make required payments. Impairment losses on trade accounts receivable are estimated using the expected loss method, in order to take into account the risk of payment default throughout the lifetime of the receivables. Based on an analysis of historical credit losses, we have not applied any expected credit losses to our outstanding receivables as of the reporting date beyond specific provisions for doubtful accounts. If we receive information that the financial condition of our customers has deteriorated, resulting in an impairment of their ability to make payments, or there are indicators that amounts receivable will become uncollectible, additional allowances could be required. We record an allowance for any specific account we consider as doubtful based on the particular circumstances of the account. The carrying amount of the receivable is thus reduced through the use of an allowance account, and the amount of the charge is recognized in the Consolidated Statement of Operations.

Subsequent recoveries, if any, of amounts previously provided for are credited against the same line in the Consolidated Statement of Operations. When a trade accounts receivable is uncollectible, it is written-off against the allowance account for trade accounts receivable.

Inventories

Inventories consist primarily of the cost of semiconductors, including wafer fabrication, assembly, testing and packaging; components; and modules purchased from subcontractors. We write down the carrying value of our inventories to the lower of cost (determined using the moving average method) or net realizable value (estimated market value less estimated costs of completion and the estimated costs necessary to make the sale). We write down the carrying value of our inventory for estimated amounts related to lower of cost or net realizable value, obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated net realizable value. The estimated net realizable value of the inventory is based on historical usage and assumptions about future demand, future product purchase commitments, estimated manufacturing yield levels and market conditions on a product-by-product basis. Once established, inventory reserves are not reversed until the related inventory has been sold or scrapped. Actual demand may differ from forecasted demand and these differences may have a material effect on recorded inventory values and cost of revenue.

When we consider future demand for a product, there are a number of factors that we take into consideration, including purchase orders and forecasts from customers, which in normal market conditions give us visibility for the next three months and some view on the following three months, our own internal projections based on customer inputs and new business opportunities, and estimates of market potential based on reports from industry analysts. The time horizon considered for future demand varies depending on the nature of the product, meaning we consider if the product is newly-introduced or approaching end-of-life, if the product is in finished good form or in component form, and if the product is incorporated in a large or small number of different end-user products from few or many customers.

We evaluate the realizability of our inventory at each balance sheet date. In doing so, we consider, among other things, demand indicated by our customers, overall market potential based on input from operators and analysts, and the remaining estimated commercial life of our products.

At December 31, 2022, 2023 and 2024, we had provisions for slow-moving LTE inventory totaling $1.9 million, $2.9 million and $3.3 million, respectively.

Share-Based Compensation

We have various share-based compensation plans for employees. The expense recorded in our statement of operations for equity awards under these plans is affected by changes in valuation assumptions. For example, the fair value of stock options is estimated by using the binomial model on the date of grant based on certain assumptions, including, among others, expected volatility, the expected option term and the expected dividend payout rate.

For the year ended December 31, 2022, the assumption for expected volatility was based on the Company’s historical volatility since the initial public offering in 2011. For the years ended December 31, 2023 and 2024, the six-year volatility of the Company was used.

We recognize compensation expense only for the portion of share options that are expected to vest. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from our estimates.

For 2022, 2023 and 2024, we recorded employee share-based compensation expense of $5.5 million, $7.1 million and $4.1 million, respectively. Share-based compensation expense related to non-employees was not material for 2022, 2023 and 2024.

Fair Value of Financial Instruments

The Company determined that the fair values of cash, trade receivables and trade payables approximate their carrying amounts largely due to the short-term maturities of these instruments.

Where no active market exists, the Company establishes fair value by using a valuation technique determined to be the most appropriate in the circumstances.

Regarding compound debt instruments, the fair value of the debt component was determined at the date of issuance using a valuation model that requires judgment, including estimating the change in value of the Company at different dates and market yields applicable to the Company’s straight debt (without the conversion option(s)). The assumptions used in calculating the value of the conversion option(s), the expected volatility of the Company’s underlying stock price which has experienced fluctuations, and the market discount rate, represent the Company’s best estimates based on management’s judgment and subjective future expectations.

The fair value of the debt component was supported by work performed by an independent valuation specialist engaged by the Company.

Deferred Tax Assets and Liabilities

Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. Management makes assumptions, judgments and estimates to determine our deferred tax assets and liabilities, including whether deferred tax assets are likely to be realized.

Research and Development Costs

Costs incurred internally in research and development activities are charged to expense until technological feasibility and commercial viability has been established for the project. Once technological feasibility and commercial viability are established, development costs are capitalized until the product is available for general release to customers. Judgment is required in determining when technological feasibility and commercial viability of a product is established. We have determined that technological feasibility for our software products is reached after all high-risk development issues have been resolved. Generally, this occurs when the preliminary design review has been completed.

Results of Operations

The following tables set forth a summary of our consolidated results of operations for the periods indicated. This information should be read together with our Consolidated Financial Statements and related notes included elsewhere in this annual report. The results of operations in any period are not necessarily indicative of the results that may be expected for any future period.

Comparison of Years Ended December 31, 2023 and 2024


	Year ended December 31,				Change
	2023		2024		%
	(in thousands)
Revenue:
Product revenue	$	8,060	$	12,007	49	%
License and services revenue	25,556		24,824		(3)
Total revenue	33,616		36,831		10
Cost of revenue	(9,476)		(9,092)		(4)
Gross profit	24,140		27,739		15
Operating income (expenses):
Gain on sale of 4G intangible and tangible assets, net	—		153,129		100
Research and development	(26,124)		(28,527)		9
Sales and marketing	(11,861)		(11,773)		(1)
General and administrative	(15,993)		(14,402)		(10)
Impairment of 5G broadband platform intangible and tangible assets	—		(56,633)		100
Total operating income (expenses)	(53,978)		41,794		177
Operating income (loss)	(29,838)		69,533		333
Financial income (expense):
Interest income (expense), net	(11,233)		(22,878)		(104)
Debt amendments	247		13,952		5,549
Change in the fair value of convertible debt derivative	3,200		3		(100)
Foreign exchange gain (loss)	(692)		494		171
Profit (Loss) before income taxes	(38,316)		61,104
Income tax benefit (expense)	(2,674)		(3,537)		32
Profit (Loss)	$	(40,990)	$	57,567

The following table sets forth a summary of our statements of operations as a percentage of total revenue:


	Year ended December 31,
	2023	2024
	(% of total revenue)
Revenue:
Product revenue	24	33
License and services revenue	76	67
Total revenue	100	100
Cost of revenue	(28)	(25)
Gross profit	72	75
Operating income (expenses):
Gain on sale of 4G intangible and tangible assets, net	—	416
Research and development	(78)	(77)
Sales and marketing	(35)	(32)
General and administrative	(48)	(39)
Impairment of 5G broadband platform intangible and tangible assets	—	(154)
Total operating income (expenses)	(161)	(148)
Operating income	233	223
Financial income (expense):
Interest income (expense), net	(33)	(62)
Debt amendments	1	38
Change in the fair value of convertible debt derivative	10	—
Foreign exchange gain (loss)	(2)	1
Profit (Loss) before income taxes	209	200
Income tax expense (benefit)	(8)	(10)
Profit (Loss)	217	210

Revenue

Product Revenue

Product revenue increased 49% from $8.1 million in 2023 to $12.0 million in 2024. The increase was mainly due to customers purchasing our products to launch their new devices. In 2023 and 2024, massive IoT product revenue accounted for 97% and 94%, respectively, of total product revenue, and broadband product revenue accounted for 3% and 6%, respectively, of total product revenue. With the decision in the first half of 2024 to suspend the development of our 5G Taurus product destined for the broadband IoT market, we refocused our business completely on massive IoT, and beginning in 2025, we will no longer report broadband revenue separately.

Total massive IoT product revenue increased 45% from $7.8 million in 2023 to $11.3 million in 2024 due to the increase in our Cat M product category revenue as customers began moving design wins to production.

In 2024, we shipped 3.1 million units of 4G products compared to 1.5 million units in 2023. We expect product revenue growth in 2025, supported by a strong ramp-up of customer design wins going into production.

License and Services Revenue

License and services revenue decreased 3% from $25.6 million in 2023 to $24.8 million in 2024. License revenue decreased 2% from $23.0 million in 2023 to $22.5 million in 2024. Revenue related to large 5G licensing deals signed in 2020, 2021 and 2022 declined sequentially, as expected, due to the payment structure of the most recent 5G strategic agreements. In addition, our 5G licensing deal with our Chinese partner was terminated in the first half of 2024 in connection with our decision to suspend the 5G Taurus development. We recognized $19.0 million in license revenue in 2024 from the Qualcomm strategic transaction. Development services revenue decreased 36% from $2.3 million in 2023 to $1.5 million in 2024, and maintenance revenue increased 249% from $0.2 million in 2023 to $0.8 million in 2024. License and services revenues can vary quite significantly from one period to another.

Sales to external customers disclosed below are based on the geographical location of the customers to which the Company invoices. The following table sets forth the Company’s total revenue by region for the periods indicated.


	Year ended December 31,
	2023		2024

Asia:
China (including Hong-Kong)	$	21,702	$	11,430
Taiwan	29		468
Rest of Asia	92		743
Total Asia	21,823		12,641
Germany	1,001		801
United States of America	8,666		20,368
Rest of world	2,126		3,021
Total revenue	$	33,616	$	36,831

We categorize our total revenue based on technology.


	Year ended December 31,
	2023		2024

Broadband	$	21,842	$	17,655
Massive IoT	11,774		19,176
Total revenue	$	33,616	$	36,831

Additionally, we categorize our total revenue based on product and service revenue including license revenue and development and other services.


	Year ended December 31,
	2023		2024

Product	$	8,060	$	12,007
License	22,997		22,513
Development and other services	2,559		2,311
Total revenue	$	33,616	$	36,831

Cost of Revenue

Cost of product revenue increased 4% from $7.6 million in 2023 to $7.9 million in 2024 mainly due to the increase in shipments of modules, partially offset by an increase in the provision for slow-moving inventory. Cost of services and license revenue decreased 37% from $1.9 million in 2023 to $1.2 million in 2024.

Gross Profit

Gross profit increased 15% from $24.1 million in 2023 to $27.7 million in 2024, and gross margin percentage increased from 71.8% in 2023 to 75% in 2024. Product gross margin percentage increased from 6.2% in 2023 to 34%% in 2024 due to the higher volume of product sales, while fixed costs remained approximately the same, and a decrease in the provision for slow-moving inventory. License and services revenue gross margin increased from 92.5% in 2023 to 95%% in 2024 due to the higher proportion of license revenue in the mix in 2024.

Gain on sale of 4G intangible and tangible assets, net

On August 22, 2024, the Company and Qualcomm Technologies, Inc ("Qualcomm") signed an Asset Purchase Agreement (APA). The agreement had several closing conditions which were met by the end of September, resulting in a closing date of September 30, 2024. The overall deal resulted in Qualcomm acquiring the intellectual property ("IP") for the Company's two main 4G products (Monarch2 and Calliope2) and certain physical assets, as well as receiving a license to the entire patent portfolio of the Company and a license to the Company's partially developed 5G broadband platform, in consideration for payment of $200 million in cash, assumption of up to $700,000 in certain employee liabilities and the license back to the Company of the acquired Monarch2 and Calliope2 4G IP.

With respect to the $200 million cash consideration:

•$15 million was paid in June 2024 in the form of a license payment for Monarch2 manufacturing rights, which was terminated upon deal closing, although certain clauses related to product liability and indemnity survive the termination.

•A bridge loan of $3 million provided in September plus accrued interest ($12,000) was deducted from proceeds.

As a result of the above, the Company received $172 million in cash on September 30, 2024. The transaction resulted in a net gain of $153.1 million on the sale of the 4G assets, which is included in operating income for the year ended December 31, 2024. The assets sold had a net book value of $18.4 million at the time of the sale. In addition, the Company recognized license revenue from deliveries under the licenses of the 5G broadband platform and the Monarch2 manufacturing rights, and the licensing of the patent portfolio.

The accounting for this transaction required significant judgment in estimating the values to of the various intangible assets sold or licensed to Qualcomm. The estimations of the value of the licenses to Qualcomm were made taking into consideration similar transactions made by the Company with other customers in recent years. The value of the license of the acquired IP back to the Company was estimated taking into consideration estimated future cash flows from the sale of Monarch2 and Calliope2. The remaining portion of the transaction value was then allocated to the sale of the 4G IP for Monarch2 and Calliope2.

Research and Development

Research and development expense increased 9% from $26.1 million in 2023 to $28.5 million in 2024 reflecting an increase in headcount in the first half of 2024 as we continued developing the 5G Taurus product until this product was put on hold mid-year, decreases in research and development incentives and capitalization of development costs.

Research and development incentives decreased from $7.2 million in 2023 to $5.8 million in 2024. In the year ended December 31, 2024, we continued capitalizing 5G development and Calliope 2 costs and other development costs related mainly to operator certifications. The total amount of capitalized costs was $15.5 million, net of research tax credit of $1.4 million in 2024 compared to $22.3 million, net of research tax credit of $2.1 million in 2023. In the year ended December 31, 2024, the amount of the amortization of these capitalized costs was $2.2 million, compared to $2.6 million in the year ended December 31, 2023. In 2024, we took the decision to suspend development of our 5G broadband platform indefinitely and in the third quarter recognized an impairment loss for the full $56.6 million on the balance sheet. Costs related to the development of Calliope 2 were capitalized through September 30, 2024, the date of sale of this asset to Qualcomm. Our intention in 2025 is to focus on the lower-end eRedCap variant of 5G; we expect that we will begin to capitalize 5G eRedCap development costs at some point in 2025 if the relevant accounting criteria continue to be met.

Amounts received from these agreements are recorded in services and license revenue. Direct costs, including both internal resources and out-of-pocket expenses, that we incur as a result of the commitments in the agreements are recorded in cost of services and license revenue, rather than in research and development expense. Other research and development costs related to the projects covered by the agreements, but which we would have incurred without the existence of such agreements, are recorded in research and development expense.

There were 145 employees and independent contractors in research and development at December 31, 2024 compared to 330 at December 31, 2023.

Sales and Marketing

Sales and marketing expense decreased 1% from $11.9 million in 2023 to $11.8 million in 2024. The decrease primarily reflects slightly lower average headcount and related expenses. There were 46 employees and independent contractors in sales and marketing at December 31, 2024 compared to 50 employees at December 31, 2023.

General and Administrative

General and administrative expense decreased 10% to $14.4 million in 2024 compared to $16.0 million in 2023. Legal fees and other expenses decreased primarily due to lower costs related to the Qualcomm transaction compared to the costs associated with the Renesas tender offer in 2023. There were 20 employees and independent contractors in general and administrative functions at December 31, 2024 compared to 23 at December 31, 2023.

Interest Income (Expense), Net

Net interest expense increased to $23.7 million in 2024 compared to $11.4 million in 2023. The increase in interest expense in 2024 reflected the increase in the interest rate on an existing convertible note following its extension and interest on unsecured notes signed in November and December 2023 and in February and May 2024, partially offset by an increase in interest income from short-term investments and term deposits in the fourth quarter of 2024.

Debt amendment

On April 9, 2024, the Company secured standstill agreements from both convertible debt holders with respect to the convertible debt maturing in April 2024. The agreements granted an initial standstill period until April 26, 2024 that was extended until September 30, 2024. This resulted in the extinguishment of the existing notes and issuance of new notes for accounting purposes, and the change in the liability component was recorded for a total gain of $13,260,000 in the Consolidated Statement of Operations in “Debt amendments". The Company also secured standstill agreements from Renesas and the French government. The agreements granted a standstill period until September 30, 2024. The change in the liability before and after the extension was recorded for a gain of $294,000 and $38,000, respectively, in the Consolidated Statement of Operations in "Debt amendments".

On August 15, 2023, the Company exercised its second option to extend the maturity of the convertible note issued in April 2019 to April 16, 2024. Following the option exercise, the change in the liability component before and after the extension and the fair value of the warrants granted, which resulted in a gain on extinguishment of $247,000 was recorded as "Debt amendments" in the Consolidated Statements of Operations.

Change in fair value of convertible debt embedded derivative

At September 30, 2024, the extinguishment date of the notes, the fair value of the embedded derivative of the notes was calculated and the change in fair value of $3,000 was recorded as financial income in the Consolidated Statement of Operations.

At December 31, 2023, the recalculated fair value of the convertible debt issued on April 9, 2021 was null, and the change of the fair value of $1,956,000 in 2023 was recorded as a gain in the Consolidated Statement of Operations.

Foreign Exchange Gain (Loss), Net

We had a net foreign exchange gain of $0.5 million in 2024 compared to a net foreign exchange loss $0.7 million in 2023 primarily due to movements in the U.S. dollar versus the euro, particularly in the revaluation of euro-denominated net debt on the balance sheet.

Income Tax Expense (Benefit)

In 2024, we recorded current tax expense of $3.6 million, representing a worldwide effective tax rate of 5.9% compared to the statutory French tax rate of 25%. The lower effective tax rate is due to both the application of net operating loss carryforwards to a portion of the taxable income, to the extent permitted by French law, and the taxation of a portion of the gain on the sale of 4G assets at a favorable rate due to the nature of the transaction. Deferred income tax recorded in 2024 amounted to $89,000 and related to origination and reversal of timing differences. In 2023, we recorded current tax expense of $2.7 million arising from taxable income incurred at certain subsidiaries, a withholding tax of $1,875,000 retained from a license fee invoiced in China and a deferred income tax amounting to $9,000, related to origination and reversal of timing differences.

Comparison of Years Ended December 31, 2022 and 2023


	Year ended December 31,				Change
	2022		2023		%
	(in thousands)
Revenue:
Product revenue	$	22,974	$	8,060	(65)	%
License and services revenue	37,577		25,556		(32)
Total revenue	60,551		33,616		(44)
Cost of revenue	(17,671)		(9,476)		(46)
Gross profit	42,880		24,140		(44)
Operating expenses:
Research and development	(26,610)		(26,124)		(2)
Sales and marketing	(10,027)		(11,861)		18
General and administrative	(10,082)		(15,993)		59
Total operating expenses	(46,719)		(53,978)		16
Operating income (loss)	(3,839)		(29,838)		677
Financial income (expense):
Interest income (expense), net	(10,857)		(11,233)		3
Impact of debt reimbursement	—		—
Debt amendments	476		247		(48)
Change in the fair value of convertible debt derivative	6,878		3,200		(53)
Foreign exchange gain (loss)	1,082		(692)		(164)
Profit (Loss) before income taxes	(6,260)		(38,316)
Income tax expense (benefit)	2,748		2,674		(3)
Profit (Loss)	$	(9,008)	$	(40,990)

The following table sets forth a summary of our statements of operations as a percentage of total revenue:


	Year ended December 31,
	2022	2023
	(% of total revenue)
Revenue:
Product revenue	38	24
License and services revenue	62	76
Total revenue	100	100
Cost of revenue	29	28
Gross profit	71	72
Operating expenses:
Research and development	44	78
Sales and marketing	17	35
General and administrative	17	48
Total operating expenses	78	161
Operating income (loss)	(7)	(89)
Financial income (expense):
Interest income (expense), net	(18)	(33)
Impact of debt reimbursement	—	—
Debt amendments	1	1
Change in the fair value of convertible debt derivative	11	10
Foreign exchange gain (loss)	2	(2)
Profit (Loss) before income taxes	(11)	(113)
Income tax expense (benefit)	5	8
Profit (Loss)	(16)	(121)

Revenue

Product Revenue

Product revenue decreased 65% from $23.0 million in 2022 to $8.1 million in 2023. The decrease was mainly due to various delays by our customers in the launch of their products and to lower purchasing by existing customer products due to excess inventory throughout the supply chain from overstocking during the previous years' supply shortages. In 2022 and 2023, massive IoT product revenue accounted for 96% and 97%, respectively, of total product revenue, and broadband product revenue accounted for 4% and 3%, respectively, of total product revenue.

Total massive IoT product revenue decreased 64% from $22.0 million in 2022 to $7.8 million in 2023 due to the decline in our first-generation Cat 1 product revenue, related to one large customer's inventory rationalization that carried over from 2022. The Cat 1 business is in various applications, such as electrical meters in Japan, vending machines, security and asset tracking. Cat M product category revenue decreased around 30%, due to customer delays in the move to production for several large design wins.

Total broadband product revenue decreased 76% from $1.0 million in 2022 to $0.2 million in 2023. Broadband revenue is expected to accelerate in the future with the launch of our 5G Taurus platform in late 2025.

In 2023, we shipped 1.5 million units of 4G products compared to 3.4 million units in 2022.

License and Services Revenue

License and services revenue decreased 32% from $37.6 million in 2022 to $25.6 million in 2023. Revenue related to large 5G licensing deals signed in 2020, 2021 and 2022 declined sequentially, as expected, due to the payment structure of the most recent 5G strategic agreements. Development services revenue decreased 62% from $6.1 million in 2022 to $2.3 million in 2023. License revenue decreased 26% from $31.0 million in 2022 to $23.0 million in 2023, and maintenance revenue decreased 51% from $0.4 million in 2022 to $0.2 million in 2023. License and maintenance revenues can vary quite significantly from one period to another.


	Year ended December 31,
	2022		2023

Asia:
China (including Hong-Kong)	$	24,018	$	21,702
Taiwan	1,066		29
Korea	8		30
Rest of Asia	2,202		62
Total Asia	27,294		21,823
Germany	15,525		1,001
United States of America	16,749		8,666
Rest of world	983		2,126
Total revenue	$	60,551	$	33,616

We categorize our total revenue based on technology.


	Year ended December 31,
	2022		2023

Broadband	$	36,181	$	21,842
Massive IoT	24,370		11,774
Total revenue	$	60,551	$	33,616

Additionally, we categorize our total revenue based on product and service revenue including license revenue and development and other services.


	Year ended December 31,
	2022		2023

Product	$	22,974	$	8,060
License	31,005		22,997
Development and other services	6,572		2,559
Total revenue	$	60,551	$	33,616

Cost of Revenue

Cost of product revenue decreased 51% from $15.5 million in 2022 to $7.6 million in 2023 mainly due to the decrease in shipments of modules, partially offset by an increase in the provision for slow-moving inventory. Cost of services and license revenue decreased 13% from $2.2 million in 2022 to $1.9 million in 2023.

Gross Profit

Gross profit decreased 44% from $42.9 million in 2022 to $24.1 million in 2023, and gross margin percentage increased from 70.8% in 2022 to 71.8% in 2023. Product gross margin percentage decreased from 32.7% in 2022 to 6.2% in 2023 due to the lower volume of product sales, while fixed costs remained approximately the same, and an increase in the provision for slow-moving inventory.

License and services revenue gross margin decreased from 94.1% in 2022 to 92.5% in 2023 due to the higher proportion of license revenue in the mix in 2023.

Research and Development

Research and development expense decreased 2% from $26.6 million in 2022 to $26.1 million in 2023 reflecting increases in research incentives and capitalization of development costs, partially offset by the provision for impairment of the value of the initial mask for our 5G product, an increase in headcount costs and the impact on expenses in euros of an unfavorable foreign exchange rate between euros and US dollars.

Research and development incentives decreased from $9.5 million in 2022 to $7.2 million in 2023. In the year ended December 31, 2023, we continued capitalizing 5G development and Calliope 2 costs and other development costs related mainly to operator certifications. The total amount of capitalized costs was $22.3 million, net of research tax credit of $2.1 million in 2023 compared to $13.8 million, net of research tax credit of $1.9 million in 2022. In each of the years ended December 31, 2023 and 2022, the amount of the amortization of these capitalized costs was $2.6 million.

Research and development costs associated with product development (including normal customer support which generates product improvements) are recorded in operating expense. In some cases, we have negotiated agreements with customers and partners whereby we provide certain development services beyond our normal practices or planned product roadmap. Amounts received from these agreements are recorded in services and license revenue. Direct costs, including both internal resources and out-of-pocket expenses, that we incur as a result of the commitments in the agreements are recorded in cost of services and license revenue, rather than in research and development expense. Other research and development costs related to the projects covered by the agreements, but which we would have incurred without the existence of such agreements, are recorded in research and development expense.

There were 330 employees and independent contractors in research and development at December 31, 2023 compared to 274 at December 31, 2022.

Sales and Marketing

Sales and marketing expense increased 18% from $10.0 million in 2022 to $11.9 million in 2023. The increase primarily reflects higher average headcount and stock-based compensation expenses which represented more than $1.7 million of the increase. There were 50 employees and independent contractors in sales and marketing at December 31, 2023 compared to 47 employees at December 31, 2022.

General and Administrative

General and administrative expense increased 59% at $16.0 million in 2023 compared to $10.1 million in 2022. Stock-based compensation increased $1.1 million in 2023, legal fees and other expenses increased primarily due to approximately $3.5 million in fees related to the Renesas tender offer, and in addition expenses in euros were impacted by a unfavorable foreign exchange rate between euros and US dollars. There were 25 employees in general and administrative functions at December 31, 2023 compared to 23 employees at December 31, 2022.

Interest Income (Expense), Net

Net interest expense increased to $11.4 million in 2023 compared to $10.9 million in 2022. The increase in interest expense in 2023 reflected the increase in the interest rate on an existing convertible note and interest on unsecured note signed in November 2023. Interest expense in 2022 included $1.0 million related to the financing component of the upfront payment of the non-exclusive license and development services agreement signed in October 2019. Interest income was insignificant in both years.

Debt amendment

Change in fair value of convertible debt embedded derivative

At December 31, 2023, the recalculated fair value of the remaining convertible debt issued in August 2019 was $3,000, and the change of the fair value of $1,244,000 in 2023 was recorded as a gain in the Consolidated Statement of Operations. At December 31, 2022, the recalculated fair value of this convertible debt was $1,247,000, and the change of the fair value of 1,831,000 in 2022 was recorded in the Consolidated Statement of Operations.

At December 31, 2023, the recalculated fair value of the convertible debt issued on April 9, 2021 was null, and the change of the fair value of $1,956,000 in 2022 was recorded as a gain in the Consolidated Statement of Operations. At December 31, 2022, the recalculated fair value of the convertible debt was $1,956,000, and the change of the fair value of $5,047,000 in 2022 was recorded as a gain in the Consolidated Statement of Operations.

Foreign Exchange Gain (Loss), Net

We had a net foreign exchange loss of $0.7 million in 2023 compared to a net foreign exchange gain of $1.1 million in 2022 primarily due to movements in the U.S. dollar versus the euro, particularly in the revaluation of euro-denominated net debt on the balance sheet.

Income Tax Expense (Benefit)

In 2023, we recorded current tax expense of $2.7 million arising from taxable income incurred at certain subsidiaries and a withholding tax of $1,875,000 retained from a license fee invoiced in China. This withholding was only recoverable the year of the invoicing. As we were in a loss position in France in 2023, we were not able to recover the withholding credit. Deferred tax income recorded in 2023 amounted to $9,000 and related to origination and reversal of timing differences. In 2022, we recorded current tax expense of $2.6 million arising from taxable income incurred at certain subsidiaries, a withholding tax of $2,250,000 retained from a license fee invoiced in China and a deferred tax expense amounting to $139,000, related to origination and reversal of timing differences.


B.			Liquidity and Capital Resources

Sources of Liquidity

Our cash and cash equivalents and short-term investments were $62.1 million at December 31, 2024.

Since inception, we have financed our operations primarily through proceeds from the issues of our shares, convertible notes and venture debt, which totaled $73.1 million from 2004 to the end of 2010; from $59.1 million in net proceeds from our initial public offering on the New York Stock Exchange in April 2011 and from $192.3 million in net proceeds from our follow-on public offerings and private placements.

In June 2014, we entered into a factoring agreement with a French financial institution whereby a line of credit was made available equal to 80-90% of the face value of accounts receivable from qualifying customers. We transfer to the finance company all invoices issued to qualifying customers and the customers are instructed to settle the invoices directly with the finance company. In May 2020, we entered into an agreement to finance the 2020 research tax credit receivable as it is earned over the year, which was renewed for the 2021, 2022, 2023 and 2024 research tax credits. At December 31, 2024, $3.7 million had been drawn on the lines of credit from these agreements and recorded as a current borrowing. We terminated both of these agreements in 2025 due to the improved cash position of the Company.

In October 2014, Bpifrance, a financial agency of the French government, provided funding to the Company in the context of a long-term research project, estimated to be completed over a three-year period. The total funding was €7.0 million ($9.0 million), a portion in the form of a grant (€3.0 million or $3.8 million) and a portion in the form of a loan (€4.0 million or $5.2 million). The funding, with a fixed contractual rate of 1.53%, was paid in installments after milestones defined in the contract, the last of which was received in 2019. The advance was repaid from March 31, 2019 to January 2, 2025 of which €1,130,000 ($1,250,000) in principal and interests was paid in 2024.

In September 2015, the Company received two loans from the financial agency of the French government for a total amount of €2 million ($2.2 million). One loan of €1 million bears interest at 5.24% per year, paid quarterly; the second loan of €1 million is interest-free. The interest-free loan has been revalued using the 5.24% interest rate payable on the other loan. Both loans have seven-year terms with the principal being amortized on a quarterly basis beginning in September 2017. At December 31, 2023, both loans were fully reimbursed.

In January 2016, Bpifrance provided funding to the Company for a new long-term research project, estimated to be completed over a 27-month period. The total of the funding amounts to €2.1 million ($2.3 million) comprising a portion in the form of a grant (€0.7 million or $0.7 million) and a portion in the form of a forgivable loan (€1.4 million or $1.6 million). The funding was paid in four installments, with the last being received in 2020. The forgivable loan advance was to be repaid, except if the project is a commercial failure, from July 1, 2020 to July 1, 2024. In late 2020, the Company determined that there was not enough market interest for the radio frequency of the product development funded by this grant, and abandoned the project. A request for forgiveness of the debt was made and in April 2021 and Bpifrance forgave a large portion of the advance. The unforgiven portion of €213,000 ($241,000) was reimbursed in February 2022.

On September 27, 2018, the Company sold a convertible note in the principal amount of $4.5 million to Nokomis in a private placement transaction. The convertible note had the same terms as the convertible note issued in 2015.

On February 18, 2019, a new strategic investor subscribed for warrants for a total subscription price of $8.4 million in support of accelerating Sequans’ 5G product roadmap. Upon the closing of this transaction, the Company issued to the investor warrants to purchase 2,348,247 ADSs. The warrants are exercisable upon 61 days’ notice to Sequans at an exercise price of €0.02 per share (€0.20 per ADS). The warrants expire 15 years from the issuance date.

On August 16, 2019, the Company entered into a convertible note agreement with Nokomis in the principal amount of 5.0 million. The convertible note was to mature in August 2022, bore interest at a rate of 7% per year, paid in kind annually on August 16th and was convertible, at the holder’s option, into the company’s ADSs at a conversion rate of $4.12 per ADS.

In March 2020, the convertible notes issued in April 2015, September 2018 and August 2019 were amended to grant the Company three options to extend the term of each note, except for the August 2019 note which has two options to extend. Each option gave the Company the right to extend the term of such note by one year and consequently reset the conversion price to a 20% premium above the 20-day volume weighted average price (VWAP) if it is lower than the existing conversion price. On the first option exercise, the payment-in-kind interest (PIK) would stay at 7% but the holder would be granted a warrant for 10% of the value of the note with a three-year term, at an exercise price of 20% premium above 20-day VWAP. On the second option exercise, the PIK would be adjusted to 9.5%, the previous warrants granted on the first option exercise would be extended by one year and the holder will be granted an additional warrant for 15% of the value of the note with a three-year term, at an exercise price of 20% premium above 20-day VWAP. On the third option exercise, the PIK would be adjusted to 13.5%, and the holder would be granted an additional warrant for 20% of the value of the note with a three-year term, at an exercise price of 20% premium above 20-day VWAP. In consideration for entering into the amendments, the warrants that Nokomis owns that were scheduled to expire April 2021 were extended to April 2024 upon the signing of the note amendments.

On April 2, 2020, the Company entered into a Shareholder Loan Agreement with Bpifrance Participations, providing for an unsecured shareholder loan in an aggregate principal amount of $2.2 million. The loan accrued interest at 4.0% per annum. On May 15, 2020, the Company completed a private placement of 428,869 ADSs (1,715,476 ordinary shares) to Bpifrance Participations at a price of $5.15 per ADS, which equaled the offering price to the public of ADSs sold in the underwritten public offering that closed on May 14, 2020.

On April 30, 2020, the Company finalized €5 million of French government debt financing that was received in May 2020 as part of the French COVID-19 economic support plan. The French loan is unsecured, bears interest at 1.75% and is repayable over five years from August 2022 to May 2026. €1,622,000 ($1,766,000) in principal and interest was reimbursed in 2024 (€938,000 ($1,020,000) in 2023).

On January 13, 2021, January 17, 2021 and February 12, 2021, Nokomis Capital, L.L.C, converted portions of the convertible note issued in 2015 with a total principal value of $7,750,000 plus accrued interest and conversion bonus of $4,536,438, into a total of 7,227,308 ordinary shares.

On March 5, 2021, the Company executed an agreement with Bpifrance that provides funding to the Company in the context of a long-term research project named CRIIOT, estimated to be completed over a 33-month period. The total value of the project is €5,615,000 ($6,890,000) in the form of a grant. The funding was paid in three installments: €1,404,000 ($1,670,000) after the signature of the contract, received in March 2021; €2,808,000 ($2,966,000) received in July 2022 based on achievement of milestones and the remaining amount of €1,404,000 ($1,506,000) received in May 2024.

On April 9, 2021, the Company entered into a convertible note agreement with Lynrock Lake Master Fund LP in the principal amount of $40.0 million. The convertible note matured in April 2024 and was convertible, at the holder’s option, into the company’s shares at a conversion rate of $1.915 per share (representing $7.66 per ADS), subject to a 9.9% ownership limit for Lynrock Lake. The convertible debt paid interest annually at an interest rate of 6% for payment in kind accruals.

On April 14, 2021, the Company repaid the remaining amount of the Nokomis Notes that were due on April 14, 2021 (Nokomis Notes issued in April 2015 and in September 2018) with accrued paid-in-kind interest of 7%. $6,378,104 was repaid for the April 2015 convertible note ($4,250,000 in principal and $2,128,000 as accrued interest) and $5,346,699 ($4,500,000 in principal and $847,000 as accrued interest) for the September 2018 convertible note.

On January 11, 2022, the Company issued and sold 7,899,020 ordinary shares in the form of 1,974,755 American Depositary Shares (ADSs) in a private placement to Renesas Electronics Corporation at a price of $4.70 per ADS, for total gross proceeds of $9.3 million.

On March 10, 2022, the Company increased its capital in connection with a public offering by issuing 6,666,667 ordinary shares at a price of $0.75 per share ($3.0 per ADS). On March 28, 2022, the underwriters exercised their option to purchase an additional 4,000,000 ordinary shares (represented by 1,000,000 ADS) at the public offering price, settled on April 1, 2022. The total gross proceeds from the offering, including from the exercise of the over-allotment option, amount to $23.0 million.

On August 15, 2022, the Company exercised its option to extend the term of the remaining Nokomis Note outstanding, that had been issued in August 2019, with the interest rate increasing to 9.5% per year and a conversion rate of $4.12 per ADS. In connection with the extension of the debt, the Company issued to Nokomis warrants to acquire 594,680 ordinary shares (148,670 ADS) at an exercise price of $4.12 per ADS.

On August 4, 2023, the Company entered into a Memorandum of Understanding (the “MoU”) with Renesas Electronics Corporation, a Japanese corporation (“Renesas”). The MoU provided, among other things, that Renesas and the Company engage in a series of transactions pursuant to which, among other transactions, Renesas would seek to acquire (through an affiliate) all of the issued and outstanding ordinary shares for $0.7575 per ordinary share and $3.03 per ADS.

On August 15, 2023, the Company exercised its second option to extend the term of the remaining Nokomis Note outstanding, that issued in August 2019. This convertible note maturity was extended to April 2024, bears interest at a rate of 13.5% per year, paid in kind, and is convertible, at the holder’s option, into the company’s ADSs at a conversion rate of $3.23 per ADS. In connection with the extension of the debt, the Company issued to Nokomis warrants to acquire 244,820 warrants (311,205 ADSs) at an exercise price of $3.2328 per ADS.

On September 26, 2023, the Company entered into a Securities Purchase Agreement with 272 Capital Master Fund, LTD, a fund affiliated with Wes Cummins, a director of the Company, to issue an aggregate of 2,120,141 American Depositary Shares at a price of $2.83 per ADS for a total capital increase of $5,999,999. The private placement closed on September 29, 2023, and we used proceeds of the private placement to partially fund operations.

On November 8, 2023, the Company entered into a Security Purchase Agreement (the “Purchase Agreement”) with Renesas Electronics America Inc., (“Renesas America”) a wholly owned subsidiary of Renesas, providing for the issuance of an unsecured subordinated note in an aggregate principal amount of $6 million. The transaction closed on November 8, 2023. On December 27, 2023, we entered into a second Security Purchase Agreement with Renesas America providing for the issuance of an additional unsecured subordinated note in an aggregate principal amount of $3 million. The transaction closed on December 27, 2023. On February 12, 2024, we entered into a third Security Purchase Agreement with Renesas America providing for the issuance of an additional unsecured subordinated note in an aggregate principal amount of $9 million. The transaction closed on February 12, 2024.

On February 22, 2024, Renesas notified us that Renesas was terminating the MoU due its receipt of an adverse Japanese tax ruling on February 15, 2024 from the National Tax Agency of Japan. We incurred a significant amount of debt to operate our business during the pending tender offer, and our business suffered due, in part, to uncertainty raised by the pending acquisition. The termination of the MoU has created significant liquidity concerns and raised substantial doubt about our ability to continue to operate absent a new strategic transaction or financing in the near term. We were not able to pay our outstanding convertible notes due on April 9, 2024. On April 9, 2024, we secured standstill agreements from our three main debt holders. The agreements granted an initial standstill period until April 26, 2024 that was subsequently extended until August 28, 2024, with the goal of providing sufficient time for the Company to effectively negotiate and finalize a new strategic transaction, thereby securing a long-term solution that aligns with the interests of all stakeholders.

On April 22, 2024, we issued an Unsecured Promissory Note with a principal amount of $5,000,000 to 272 Capital Master Fund, Ltd. The transaction closed on April 24, 2024. The Note bears paid-in kind interest at a rate of 12.0% per annum, compounded annually, with a guaranteed return of 40.0%. The Note was to mature on the earlier of April 22, 2025, or one day prior to the earliest extended maturity date of the Company’s existing convertible debt held by Lynrock Lake and Nokomis and subordinated notes held by Renesas.

In April 2024, we received an indication of interest from Qualcomm regarding the potential acquisition of the Company or its assets. This was followed by a term sheet received in May 2024 and signature of a letter of intent in June 2024. While due diligence and negotiations were ongoing, we negotiated the sale of a manufacturing license for $15 million paid in June 2024. After signature of the APA, Qualcomm provided a bridge loan in September 2024 in the amount of $3 million, bearing interest at 9.0%. This $3 million plus accrued interest of $12,000 were deducted from the $200 million gross proceeds of the APA.

In October 2024, after closing of the APA and receipt of net proceeds of $172 million in cash, we repaid the Nokomis and Lynrock Lake convertible notes and accrued interest, the Renesas bridge loans and accrued interest and the 272 Capital Note and accrued interest, totaling $83.5 million.

Cash Flows

The following table summarizes our cash flows for the periods indicated:


	Year ended December 31,
	2022		2023		2024
	(in thousands)
Net cash used in operating activities	$	(1,839)	$	(7,261)	$	(19,511)
Net cash from (used in) investing activities	$	(26,047)	$	(24,437)	$	93,687
Net cash from (used in) financing activities	$	28,715	$	31,736	$	(70,788)
Net increase (decrease) in cash and cash equivalents	$	829	$	38	$	3,388

Cash Flows from Operating Activities

Net cash used in operating activities during 2024 was $19.5 million, reflecting a net profit (before income tax) of $61.1 million, an increase in research tax credit receivable of $2.1 million and a decrease in trade payables and other liabilities of $13.1 million offset by decreases in inventories of $3.1 million, in trade receivables and other receivables of $3.6 million and increases in contract liabilities of $6.0 million and in government grant advances of $2.4 million. In addition, there were several non-cash charges, including depreciation, amortization and impairment of $64.0 million, interest expense of $22.9 million, change in the fair value of convertible debt embedded derivative of $0.3 million, and share-based compensation expense of $4.1 million during the period. There was a non-cash benefit of $157.1 million related to the gain on disposal of assets and $14.0 million related to convertible debt amendment.

Net cash used in operating activities during 2023 was $7.3 million, reflecting a net loss (before income tax) of $38.3 million, increases in research tax credit receivable of $3.2 million and in trade payables and other liabilities of $7.3 million, and decreases, contract liabilities of $0.2 million and in government grant advances of $1.1 million, offset by decreases in inventories of $3.1 million and in trade receivables and other receivables of $0.1 million. In addition, there were several non-cash charges, including depreciation and amortization of $11.9 million, interest expense of $11.2 million, change in the fair value of convertible debt embedded derivative of $3.2 million, and share-based compensation expense of $7.1 million during the period. There was a non-cash benefit of $0.2 million related to convertible debt amendment.

Net cash from in operating activities during 2022 was $1.8 million, reflecting a net loss (before income tax) of $6.3 million, increases in inventories of $3.0 million and in research tax credit receivable of $1.6 million and decreases in trade payables and other liabilities of $7.0 million, contract liabilities of $6.2 million and in government grant advances of $2.5 million, offset by decreases in trade receivables and other receivables of $6.7 million. In addition, there were several non-cash charges, including depreciation and amortization of $12.0 million, interest expense of $10.9 million, change in the fair value of convertible debt embedded derivative of $6.9 million, and share-based compensation expense of $5.5 million during the period. There was a non-cash benefit of $0.5 million related to convertible debt amendment.

Cash Used in Investing Activities

Cash from or used in investing activities during 2024, 2023 and 2022, consisted primarily of proceeds from sale of intangible assets and property, plant and equipment of $165.6 million in 2024, purchases of property and equipment and intangible assets of $3.3 million, $5.5 million and $7.2 million, respectively, of capitalized development expenditures of $16.4 million, $24.1 million and $15.5 million, respectively, the sale for short-term deposits of $53.0 million in 2024 (purchase of $5.0 million in 2023 and sale of $5.0 million in 2022). In 2022, 2023 and 2024, the purchase of intangible assets included licenses purchased for the 5G product development.

Cash Flows from Financing Activities

Net cash used in financing activities was $70.8 million in 2024, reflecting net proceeds from loans of $14.0 million, $3.3 million in net proceeds drawn on interest-bearing receivables financing and $0.9 million in proceeds of research project financings, offset by $54.9 million in repayment of convertible debt and accrued interest, $23.0 million in repayment of loans, $1.7 million repayment of a government loan, $1.5 million payment of lease liabilities, $1.3 million repayment of research project financing and a $6.6 million payment of interest.

Net cash provided by financing activities was $28.7 million in 2023, reflecting $25.5 million in net proceeds from our follow-on private placements of equity in April and September 2023, net proceeds from loans of $9.0 million, $0.5 million in proceeds of research project financings and $1.5 million in net proceeds drawn on interest-bearing receivables financing, offset by $1.1 million repayment of a government loan, $1.3 million payment of lease liabilities, $0.9 million repayment of research project financing and a $1.4 million payment of interest.

Net cash provided by financing activities was $25.4 million in 2022, reflecting $30.1 million in net proceeds from our follow-on public offering in March 2022 and $3.0 million in net proceeds drawn on interest-bearing receivables financing, offset by $1.0 million repayment of government loan, $1.2 million payment of lease liabilities, $0.8 million repayment of research project financing and a $1.5 million payment of interest.

Operating and Investing Requirements

We expect our cash operating expenses will be lower than in 2024 as we have significantly reduced headcount and changed our strategy to focus on the lower cost development of our 5G eRedCap chipset targeting low-power massive IoT applications. We expect that investments in tangible and intangible assets in 2025 will be lower than in 2024 as we capitalize internally developed R&D related to the 5G product at a much lower rate.

The Company’s internal cash forecast, which is built from sales forecasts by product and by customer, assumes higher product revenues and lower licensing revenues, a decrease in the operating cost structure, release of the $10 million in escrow from the Qualcomm transaction and ongoing and new government funding of research programs. Geopolitical uncertainties, including the imposition of tariffs and the Russian-Ukrainian and the Israeli-Hamas conflicts, could have a negative impact on sales of our products or make it difficult or more expensive to produce and deliver products to our customers, or could reduce demand for our products.

We believe our available cash balances are sufficient to satisfy our liquidity requirements for at least the next twelve months.

Our estimates of the period of time through which our financial resources will be adequate to support our operations and the costs to support research and development and our sales and marketing activities are forward-looking statements and involve risks and uncertainties, and actual results could vary materially and negatively as a result of a number of factors, including the factors discussed in “Item 3.D—Risk Factors”. We have based our estimates on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we currently expect.

Our short and long-term capital requirements will depend on many factors, including the following:

•our ability to generate cash from operations or to minimize the cash used in operations;

•our ability to control our costs;

•the costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights, or participating in litigation-related activities;

•the impact of supply chain disruptions on our business;

•the impact of the hostilities in Ukraine and in Israel/Gaza; and

•the acquisition of products and technologies.

From time to time, we have entered into foreign currency hedging contracts primarily to reduce the impact of variations in the U.S. dollar to euro exchange rate on our operating expenses denominated in euros. (See Note 21.2 for more information on our hedging arrangements).


C.			Research and Development, Patents and Licenses, etc.

We engage in substantial research and development efforts to develop new products and integrate additional capabilities into our core products. Our research and development team of 145 employees and independent contractors, at December 31, 2024, includes experienced semiconductor designers, software developers and test engineers. Key areas of expertise include wireless systems architecture, SoC architecture, digital and RF IC design, digital signal processing, embedded real-time and application software design, cellular protocol stack development, hardware and software integration, quality assurance test development and scripting and field testing. Our team has significant experience in the principal cellular wireless domains and other wireless communication technologies. Approximately 76% of our employee engineers have more than 10 years of experience in their specific domain, and 65% of our engineers hold masters degrees.

The ability to successfully integrate and mass-produce digital and/or RF functionality in advanced process technology with acceptable yields is a significant industry challenge. Due to the robustness of our silicon design and verification methodologies, we have demonstrated competency in repeatedly achieving production-capable products with the first version of our chip, reducing time to market and avoiding costs associated with additional design revisions. Our products in mass production use 65nm and 40nm silicon geometries (RF and baseband), and we are designing with denser process geometries for our 5G products.

We design our products with careful attention to quality, flexibility, cost-and power-efficiency requirements. Our 4G modem architecture, which has been refined through multiple generations of integrated circuit designs, is designed to optimize hardware and software partitioning to provide more flexibility and better cost without compromising performance. As a result, we achieve equivalent or higher throughput and lower power consumption in a smaller die size than other single-mode 4G chip competitors.

Since February 2009, we have been certified as ISO 9001 compliant, an international standard set by the International Organization for Standardization, or ISO, that sets forth requirements for an organization’s quality management system. We believe this certification gives our customers confidence in our quality control procedures. We also participate in a number of organizations and standards bodies, including the 3rd Generation Partnership Project (3GPP), Open Mobile Alliance (OMA), the PTS Type Certification Review Board (PTCRB) the Global Certification Forum (GCF), the GSMA, European Telecommunications Standards Institute (ETSI) and CTIA—The Wireless Association.

We participate in multiple European Union and French collaborative projects for advanced studies to benefit from cutting edge innovations from industry and academic partners in areas spanning from signal processing to end-to-end solutions. Recent activities focus on the defining of IoT for industrial needs, in line with the evolution of 5G.

At December 31, 2024, we had 56 patents issued.

Our research and development expense was $(26.6) million for 2022, $(26.1) million for 2023 and $(28.5) million for 2024.


D.			Trend Information

Other than these items, or as disclosed elsewhere in this annual report, including in “Item 5. A. Operating Results” and in "Item 3. D. Risk Factors", we are not aware of any trends, uncertainties, demands, commitments or events that are reasonable likely to have a material adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial condition.


E.			Critical Accounting Estimates

See footnote 2.4 to the Consolidated Financial Statements.

Item 6. Directors, Senior Management and Employees


A.			Directors and Senior Management

Executive Officers and Directors

The following table sets forth information about our executive officers and directors as the date of this annual report.

Name

Age

Position(s)

Executive Officers

Dr. Georges Karam

Chairman of the Board and Chief Executive Officer

Deborah Choate

Chief Financial Officer

Louis Chuang

Executive Vice President, Product Management

Bertrand Debray

Chief of Staff and acting Executive Vice President - Engineering

Dr. Qiuting Huang

Chief Technology Officer

Danny Kedar

Executive Vice President, Operations

Olivier Pauzet

Executive Vice President, Marketing and Strategy

Nikhil Taluja

Executive Vice President Worldwide Sales

Directors

Wesley Cummins

Director

Yves Maitre

Director

Maria Marced

Director

Richard Nottenburg

Director

Hubert de Pesquidoux

Director

Dominique Pitteloud

Director

Zvi Slonimsky

Director

Executive Officers

Dr. Georges Karam has served as our chairman of the board and chief executive officer since the company was founded in 2003. Before founding Sequans, Dr. Karam was vice president of cable access at Juniper Networks, running the cable engineering and marketing departments and managing the cable sales launch in the Europe, Middle East and Africa region. He joined Juniper Networks when the company acquired Pacific Broadband Communications (PBC), where he was vice president of engineering and general manager for Europe. Dr. Karam has served in a variety of senior management positions at Alcatel, SAGEM and Philips. He is a senior member of IEEE, has authored numerous technical and scientific papers and holds several patents in digital communications. Dr. Karam holds a PhD in signal processing and communication theory from Ecole Nationale Supérieure des Télécommunications, Paris.

Deborah Choate has served as our chief financial officer since July 2007. Prior to joining Sequans, she was chief financial officer at Esmertec AG from September 2005 to June 2007 and at Wavecom SA, from August 1998 to August 2004, and as vice president of finance at Platinum Equity from October 2004 to September 2005. Earlier in her career, she was an audit partner with Ernst & Young. Ms. Choate has over 40 years of experience in management, finance and accounting, including over 25 years working with technology companies, in particular communications hardware, software and services. Ms. Choate is also a board member of Planisware, a French listed company. Ms Choate holds a BS in business administration from the University of California at Berkeley.

Louis Chuang has served as executive vice president of product management since October 2024. Previously he served as executive vice president for the massive IoT business unit from April 2022 to September 2024; from May 2021 until March 2022, Mr. Chuang served as Sequans' general manager for Asia-Pacific. Prior to joining Sequans, Mr. Chuang was senior director of sales and marketing for the broadband wireless access business unit of Gemtek, a wireless solutions provider, where he held various positions within the wireless WAN and telecom products divisions since 2003. Mr. Chuang holds an MS in communication and microwave engineering from Yuan Ze University in Taiwan.

Bertrand Debray has served as our chief of staff to the CEO and acting vice president of R&D since October 2024. Previously he served as executive vice president for the broadband IoT business unit from October 2020 to September 2024; from July 2013 until September 2020, Mr. Debray served as our chief operating officer and prior to that as vice president, engineering since the company was founded in 2003. Before joining Sequans, Mr. Debray was director of hardware and ASIC development in the cable product division at Juniper Networks. He joined Juniper Networks after the company acquired Pacific Broadband Communications, where he played the same role and was significantly involved in developing the cable product and team. Mr. Debray has held technical and management positions at Alcatel. He has over 20 years’ experience in large project development covering all access technologies, including wireless, satellite and cable.

Mr. Debray holds a MSE from Ecole Nationale Supérieure des Télécommunications, Paris.

Dr. Qiuting Huang has served as our chief technology officer since our acquisition of ACP in January 2025, where he was CEO. Dr. Huang is also an emeritus professor of the Swiss Federal Institute of Technology (ETH) in Zurich, where he led research into the design of RF integrated circuits in CMOS technology (RF CMOS) and modem systems on a single chip (SoC) for cellular communications, as well as analog and digital integrated circuits for a variety of other applications, including wireline, smart power and biomedical, mostly in collaboration with industry. Dr. Huang founded ACP Advanced Circuit Pursuit Ltd , a fabless developer of RF transceivers and SoCs for cellular communications, in 2001. He received his Ph.D degree in 1987 from the Katholieke Universiteit Leuven, Belgium, is a fellow of IEEE for contributions to integrated circuits for communications, and served for many years at the executive and technical program committees of ISSCC and ESSCIRC.

Danny Kedar has served as our executive vice president of operations since October 2024. Previously he served as chief operating officer from November 2020 to September 2024. Prior to that Mr. Kedar served as vice president of the IoT business unit from February 2016 to November 2020. Mr. Kedar returned to Sequans in June 2015 after three years as CEO of Stylls, an internet start-up offering a photo book creation and sharing application. From 2009 to 2012, Mr. Kedar was one of the lead product managers instrumental in the development of Sequans’ first LTE products. Prior to this, Mr. Kedar was CEO of Dorfour, a company developing technology for LTE modems. Earlier in his career, Mr. Kedar held positions including design engineer and marketing manager at companies including Agere Systems and Texas Instruments. Danny holds an engineering degree from Technion, Israel’s leading engineering school, and an MBA from Lehigh University, Pennsylvania, USA.

Olivier Pauzet has served as our executive vice president, marketing and strategy, since June 2023. Prior to that Mr. Pauzet was vice president of product and IoT solutions at Sierra Wireless (a Semtech company). From 2017 to 2020, he was vice president and general of the IoT Solutions business line at Sierra Wireless. Prior to that, he led the global business development, marketing, and strategic team of Sierra Wireless in the IoT sector. Earlier in his career, Mr. Pauzet was based in Asia, managing sales, businesses, and strategic programs at Wavecom. Mr. Pauzet holds a MBA from INSEAD and a Master of Science in Engineering from Centrale Supélec.

Nikhil Taluja has served as our executive vice president of worldwide sales since September 2016. From July 2013 until August 2016, Mr. Taluja was vice president of sales at SK hynix, a leading supplier of DRAM and Flash memory solutions, where he led the sales organization for the Americas. From March 2012 until July 2013, Mr. Taluja led the Americas’ sales and marketing organizations at ST-Ericsson, the former multinational supplier of wireless semiconductor products, including LTE solutions. From November 2007 until March 2012, Mr. Taluja held various other sales and marketing position at ST-Ericsson. Mr. Taluja has more than 20 years of sales, product marketing and business development experience, including having worked for Texas Instruments and TranSwitch, specifically in the areas of wireless and wireline communications and has co-authored three patents in the field of near field communications (NFC). Mr. Taluja holds an M.S. in electrical engineering and a BS in computer engineering and mathematics from Kansas State University.

Directors

Wesley Cummins has served as a director since June 2018. Mr. Cummins has served as a member of the Board of Directors of Applied Digital Corporation from 2007 until 2020 and from March 11, 2021 through present. During that time Mr. Cummins also served in various executive officer positions and he is currently serving as Applied Digital Corporation's chairman of the Board and chief executive office. Prior to Applied Digital, Mr. Cummins was the founder and is CEO of 272 Capital LP, a registered investment advisor, which focuses primarily on investing in technology hardware, software, and services companies. Mr Cummins has been a technology investor for over 20 years and held various positions in capital markets including positions at investment banks and institutional asset management firms. Prior to founding 272 Capital, he led technology investing at Nokomis Capital, L.L.C., an investment advisory firm. Mr. Cummins holds a B.S.B.A. in finance and accounting from Washington University in St. Louis, Missouri.

Yves Maitre has served as a director since June 2014. Mr. Maitre is the founder and CEO of Able France, a consulting firm, since July 2022. He is also Operating Partner at Jolt Capital since July 2022 and is a frequent commentator on French television From October 2019 until September 2020, Mr. Maitre was Chief Executive Officer of HTC Corporation. Until September 2019, Mr. Maitre served as Executive VP for Connected Objects and Partnerships at Orange Corporate where he was responsible for managing Orange’s relationships with global device makers as well as partnering with ecosystem players from chipset upwards to internet companies. Prior to joining Orange, Mr. Maitre spent six years working for the consumer electronics company Thomson. He was President of Key MRO America, a subsidiary of Thomson United States and whilst living in Singapore he worked for Thomson Asia as Director of Manufacturing Supply Chain and Product Management. Before Thomson, Mr. Maitre spent five years as the CEO of the telco connectivity business unit of Quante-Pouyet, a subsidiary of 3M.

He is also a board member of Veom Group and its subsidiary Cabasse. Mr. Maitre is an Engineering graduate in Nuclear Physics from Polytech Grenoble (France).

Maria Marced has served as a director since June 2023. Ms. Marced served as president of TSMC Europe from 2007 until her retirement in January 2024, where she is responsible for driving the development and strategy of TSMC’s business in Europe. Before joining TSMC, Marced was senior vice president of sales and marketing at NXP/Philips Semiconductors from 2003 until 2006, where she also served as GM of Philips’ Connected Multimedia Solutions Business Unit, overseeing Philips’ semiconductor solutions for connected consumer applications. Earlier, Marced spent more than 19 years at Intel, rising to the position of vice president and GM for Intel’s Europe, Middle East and Africa region. Marced serves as chairwoman of the Global Semiconductor Alliance (GSA) EMEA leadership council, an organization dedicated to the advancement of the worldwide semiconductor industry. She also has served as a director of Ceva and IQE. Ms. Marced holds a masters degree in telecommunications engineering from Politechnique Madrid (Spain).

Richard Nottenburg has served as a director since June 2016. He has served as Executive Chairman of NxBeam Inc., a private company, since February 2022, and an investor in various early-stage technology companies. Previously, Dr. Nottenburg served as president, chief executive officer, and member of the board of directors of Sonus Networks, Inc. from 2008 through 2010. From 2004 until 2008, Dr. Nottenburg was an officer with Motorola, Inc., ultimately serving as its executive vice president, chief strategy officer and chief technology officer. He served on the boards of Aeroflex Corporation from 2010 until 2014, PMC Sierra, where he was a member of the audit committee, from 2011 until 2016 and Violin Memory where he served as Chairman from 2014 until 2017. Dr. Nottenburg is currently a member of the board of directors of Verint Systems Inc., where he is chairman of the compensation committee, and Applied Digital Corporation and Cognyte Ltd, where he is a member of each company's compensation committee. He previously served on the boards of directors of PMC-Sierra Inc., Aeroflex Holding Corp., Anaren, Inc., Comverse Technology, Inc. and Violin Memory, Inc. Dr. Nottenburg has a BSEE in Electrical Engineering from New York University, an MSEE in Electrical Engineering from Colorado State University and a PhD in Electrical Engineering from Ecole Polytechnique Federal Lausanne.

Hubert de Pesquidoux has served as a director since March 2011. Mr. de Pesquidoux has served as an Executive Partner at Siris Capital, a private equity firm focused on making control investments in data/telecom, technology and technology-enabled business service companies in North America, since October 2012. From 1991 until December 2009, Mr. de Pesquidoux held various positions at the telecommunications company Alcatel-Lucent SA (and its predecessor, Alcatel S.A. and its affiliates), where he most recently served as Chief Financial Officer from November 2007 until December 2008 and as President of the Enterprise business from November 2006 until December 2008. Mr. de Pesquidoux was also previously a member of the Alcatel Executive Committee and held various executive positions including President and Chief Executive Officer of Alcatel North America, Chief Executive Officer of Alcatel Canada (formerly NewbridgeNetworks) and Chief Financial Officer of Alcatel USA. Mr. de Pesquidoux currently serves as a director and audit committee chair of Criteo S.A., as executive chairman of Mavenir Systems, Inc. and is a member of the board of Tarana Wireless. Mr. de Pesquidoux holds a Master in Law from University of Nancy II, a Master in Economics and Finance from Institut d’Etudes Politiques de Paris, a DESS in International Affairs from University of Paris Dauphine and was a laureate in the “Concours Général de Droit”.

Dominique Pitteloud has served as a director since January 2005. Mr. Pitteloud is a co-founder and has served as managing partner at Climb Ventures in Geneva since 2020. He was managing partner with Ginko Ventures from 2015 to 2020, partner with Endeavour Vision from 2007 to 2015, and principal at Vision Capital from 2001 to 2007. Mr. Pitteloud is also an advisor to ASSIA, a provider of DSL management solutions and serves or has served as a director of number of private companies. Prior to becoming a venture capitalist, Mr. Pitteloud was vice president of marketing at 8×8, a Silicon Valley semiconductor and telecommunication company, which he joined in 1999 as part of the acquisition of Odisei, a VoIP start-up from Sophia Antipolis, France. At Odisei, Mr. Pitteloud led the development of the company’s business and financing activities. Prior to Odisei, Mr. Pitteloud held various engineering and management positions at Logitech, including Vice President of the scanner and video camera business units. Mr. Pitteloud received a BS in electrical engineering and telecommunications from the School of Business and Engineering in Vaud, Switzerland and an MBA from Santa Clara University.

Zvi Slonimsky has served as a director since November 2006. Since 2005, Mr. Slonimsky has been chairman of the board of several Israeli high tech companies, currently including several private companies as well as Awear, Maradin and Surf, and previously Alvarion, Extricom, Pentalum and Teledata. He served as CEO of Alvarion Ltd. from 2001 to October 2005, following Alvarion’s establishment via merger of BreezeCOM and Floware in August 2001. Prior to the merger, Mr. Slonimsky was CEO of BreezeCom. Before that, he served as president and CEO of MTS Ltd. and was general manager of DSP Group, Israel. Earlier in his career, he held senior positions at several Israeli telecom companies, including C.Mer and Tadiran. Mr. Slonimsky holds a BSEE and a MSEE from the Technion Israel Institute for Technology and an MBA from Tel-Aviv University.


B.			Compensation

Compensation of Executive Officers and Directors

The compensation policies applicable to our executive officers and directors are designed to promote the Company’s performance and competitiveness in the mid and long term and to be aligned with shareholders’ interests, while being competitive in order to attract and retain qualified executive officers and directors.

Director compensation elements are submitted to the approval of the shareholders annually.

The compensation policy applicable to executive officers is determined by the board of directors on the basis of recommendations made by the compensation committee and is reviewed annually. The compensation committee comprises exclusively independent directors.

All executive officers are compensated by a combination of fixed salary, bonus based of performance on quarterly or annual objectives and long-term incentives in the form of grants of restricted free shares vesting over three or four years.

On October 23, 2023, the Company adopted its Compensation Recovery Policy which specifies when we will seek recovery of performance based bonuses awarded or paid based on financial metrics that were subsequently restated.

The aggregate compensation paid and benefits in kind granted by us to our executive officers and directors, including share-based compensation, for the year ended December 31, 2024 was $8.1 million. For the year ended December 31, 2024, we estimate that approximately $20,000 of the amounts set aside or accrued to provide pension, retirement or similar benefits to our employees was attributable to our executive officers.

Our non-employee directors are entitled to the following annual compensation as an annual retainer:


Attendance fees	$	20,000
Attendance fees for lead independent director	$	20,000
Attendance fees for board committee chairperson
Audit committee	$	12,000
Compensation committee	$	9,000
Nominating and corporate governance committee	$	5,000
Attendance fees for board committee members
Audit committee	$	6,000
Compensation committee	$	4,500
Nominating and corporate governance committee	$	2,500

In addition, our non-employee directors, are also entitled to the following equity awards as an annual retainer:


Annual award for continuing board members(1)(2)			Warrants to purchase 36,000 ADSs

(1)The annual equity award for continuing board members has an exercise price equal to the fair market value of the ADSs on the date of grant and will fully vest on the anniversary of the date of grant of the award, subject to the non-employee director’s continued service to us through the vesting date.

(2)All such awards will become fully vested upon a change of control.

Employment Agreements with Executive Officers

We have entered into a managing director agreement with Georges Karam, our chairman and chief executive officer, which contains provisions regarding salary and bonus, severance payment and benefits.

In accordance with French law, our chief executive officer (“directeur général” or “managing director”) cannot be an employee in connection with the performance of his duties in such capacity. The managing director agreement entered into with Dr. Karam does not constitute and does not contain the compulsory provisions under French law to be construed as, an employment agreement. Therefore, Dr. Karam does not benefit from the status of employee nor from any benefit that French laws and regulations grant to employees, including unemployment benefits. The managing director agreement only sets forth the terms and conditions, including compensation, under which Dr. Karam performs his duties as chief executive officer.

Fixed compensation: Dr. Karam benefits from a fixed annual gross compensation of €550,000 as of November 1, 2024. Between November 1, 2022 and November 1, 2024, Dr. Karam received a fixed annual gross compensation of €400,000. Between December 2016 and November 1, 2022, Dr. Karam received a fixed annual gross compensation of €350,000. Dr. Karam's fixed compensation is determined by taking into account the level and complexity of his responsibilities, his experience in similar positions and market practices for comparable companies.

Variable compensation: Dr. Karam’s annual variable compensation can represent between 0% and 200% of Dr. Karam’s annual fixed compensation. The amount of variable compensation is based on the achievement of pre-determined performance conditions defined by the board of directors based on recommendations issued by the compensation committee. The performance conditions are a combination of financial and strategic targets. The board of directors in its meeting of February 4, 2025, approved a bonus of €340,000 for the year ended December 31, 2024, compared with €320,000 for the year ended December 31, 2023 and €358,333 for the year ended December 31, 2022.

On October 29, 2024, the board of directors approved a special transaction bonus to Dr. Karam in the amount of €2,000,000 after the closing the strategic transaction with Qualcomm. On August 15, 2023, the board of directors approved the payment by the Company of legal fees incurred by Dr. Karam in the connection with the negotiation with Renesas of the conditions of his retention as Chief Executive Officer of the Company upon change of control. A total amount of $50,401 in such legal fees were paid during 2023.

Long-term variable compensation – restricted free shares: While not an obligation of his employment agreement, each year Dr. Karam is granted restricted free shares. Dr. Karam is granted restricted free shares from the same plans used for all employees, and is subject to all the same terms and conditions. Detail of Dr. Karam's restricted free shares is described in Item 6.B.

Benefits in kind: As Dr. Karam is not entitled to normal French legal employee unemployment benefits, we have subscribed to private unemployment insurance on his behalf and increase Dr. Karam's compensation to cover the income taxes associated with this benefit (total cost of €16,596 in 2024; €14,909 in 2023; €14,099 in 2022). He is however eligible for the French defined contribution pension plan, which also applies to all of our French employees.

Directors’ compensation: Dr. Karam does not receive any compensation for the directorship duties that he performs for the Company or any of our subsidiaries.

Commitments given by our Company to Dr. Karam in relation to the termination, change of his executive corporate officer duties or resignation due to change in control : In the event the employment agreement is terminated upon the dismissal of Dr. Karam without cause or is terminated upon the resignation of Dr. Karam due to a change in his role or reduction in compensation, or the resignation of Dr. Karam in the case of change of control within three (3) months prior to, or twelve (12) months following, the effective date of such change in control, Dr. Karam shall receive a termination indemnity in an amount equal to (i) eighteen (18) months of his then-current gross annual base remuneration, (ii) 150% of his then-current target annual bonus, and (iii) 100% of all his then outstanding equity awards (whether time or performance-based) covering ordinary shares of the Company shall become vested and/or exercisable.

His employment contract also included a non-compete clause applicable for one year as from the termination date and applicable only to competing businesses in France. However, the Company had the option to waive this non-compete clause subject to the waiver being notified to him within 15 days after the notification of termination.

We have entered into standard employment agreements with each of our other executive officers. There are no arrangements or understanding between us and any of our other executive officers providing for benefits upon termination of their employment, other than as described in our chief executive officer's employment agreement and other than as required by applicable law.

Equity Plans

We have issued to our employees and certain consultants, stock options, founders' warrants and warrants to purchase our ordinary shares, and restricted share awards. Due to French corporate law and tax considerations, we have issued such equity awards under four types of equity plans, collectively referred to in this discussion as our equity plans. Our equity plans provide for the issue of restricted free shares or stock options to employees pursuant to our Stock Option and Restricted Share Award Plans; and, on a limited basis, warrants to our business partners, including certain consultants and advisors, who have long-term relationships with us and advise us on a regular basis, pursuant to our BSA Subscription Plans.

Under French law, the creation of each of these equity plans and the issuance of the underlying shares must be approved at the shareholders’ general meeting. The shareholders may delegate to our board of directors the authority to finalize the form of the plans and to grant the securities within a period that cannot exceed 18 months for restricted share awards, founders' warrants and warrants, and 38 months for stock options.

The shareholders have nevertheless historically delegated the authority to our board to grant these securities within a period that cannot exceed 12 months. Once approved by the shareholders’ general meeting, these equity plans cannot be extended either in duration or in size. We have therefore implemented new equity plans each year and expect to continue to do so.

From 2004 through April 18, 2025, our shareholders have approved and authorized the issuance of an aggregate of 71,003,482 shares (7,100,348 ADSs) under our equity plans. At April 18, 2025, there were outstanding stock options and warrants to purchase a total of 717,600 ADS by our directors and executive officers at a weighted average exercise price of $8.08 per ADS. Of these outstanding stock options and warrants, at April 18, 2025, options and warrants to purchase 938,222 ADSs were vested and exercisable, of which 465,600 in the form of ADS were held by our directors and executive officers. At April 18, 2025, there were unvested restricted share awards outstanding representing 2,264,827,ADSs, of which 1,390,849 were held by our directors and executive officers. As of April 18, 2025, there were 219,075 restricted shares in the form of ADSs (137,751 held by our directors and executive officers) had vested but were not yet freely transferable under the restrictions of the plans.

The stock options and warrants granted under each of our equity plans were granted on substantially the same terms. In general, vesting of the stock options granted through May 2024 occurs over four years, with 25% vesting after an initial 12 months and the remaining 75% vesting quarterly over the remaining 36 months or twelve quarters; vesting of the stock options granted from June 2024 occurs over three years, with 33% vesting after an initial 12 months and the remaining 67% vesting on a half-yearly basis over the remaining 24 months or four half-year periods. Restricted shares granted through May 2024 also generally vest over four years with either 25% vesting after an initial 12 months or 50% vesting after the initial 24 months, and the remainder vesting over the remaining 12 or eight quarters, respectively. Restricted shares granted from June 2024 generally vest over three years with either 33% vesting after an initial 12 months or 67% vesting after the initial 24 months, and the remainder vesting over the remaining four or two half-year periods, respectively. In addition, restricted shares cannot be sold during the first 24 months after the grant date. In general, vesting of warrants may be either on a monthly basis over a two-year period, 100% after a one-year period or may be immediate. The stock options and warrants generally expire ten years after the date of grant if not exercised earlier. In general, when a stock option or restricted shareholder’s employment service with us, or a warrant holder’s service with us, terminates for any reason, his or her stock options or restricted shares or warrants, as the case may be, will no longer continue to vest following termination. The holder may exercise any vested stock options or warrants for a period of 30-90 days. In the event of death, the holder’s heirs or beneficiaries shall have a period of six months to exercise such stock options or warrants. In the event that a third party acquires a 100% interest in us, an employee holder of stock options and restricted shares who is subsequently dismissed has the right to exercise all of his or her options or warrants within 30 days, notwithstanding the current vesting schedule, and all unvested restricted shares shall vest immediately, conditional upon such dismissal being at least one year from grant date and subject to the same requirement to hold the restricted shares until two years from the grant date. In the event of a change of control, as defined in the warrant equity plans subject to vesting, warrants that are not yet exercisable will become exercisable for 30 days following the effective date of the change of control.

The exercise price of the stock options or warrants is set at the fair market value of the shares on the effective date of grant as determined by our board of directors, typically the closing price of the ADSs on the effective date.

In the event of certain changes in our share capital structure, such as a consolidation or share split or dividend, appropriate adjustments will be made to the numbers of shares and exercise prices under outstanding stock options, founders' warrants and warrants.

The following table provides information regarding the options or warrants to purchase our ordinary shares and restricted shares held by each of our directors and officers who beneficially own greater than one percent of our ordinary shares or ADS or have options to purchase more than one percent of our ordinary shares or ADS as of April 18, 2025:


	Restricted Shares (1)(2)			Options/Warrants (2)
Name (Title)	Number Unvested	Number Vested, Trading Restricted	Grant Date Fair Value	Number	Exercise Price	Expiration Date
Dr. Georges Karam, Chairman and Chief Executive Officer	187,500	—	$1.08	98,000	$1.94	Apr. 21, 2025
	62,528	—	$1.03	170,000	$1.55	July 20, 2025
	281,236	—	$0.91	100,000	$1.97	Dec. 14, 2025
	1,225,000	—	$0.92
	525,000	—	$0.90
	3,000,000	1,000,000	$0.18
	3,912,160	—	$0.26
Mr. Wesley Cummins, Director				30,000	$2.04	July 2, 2028
				36,000	$0.89	July 1, 2029
				36,000	$1.51	June 29, 2030
				140,000	$1.49	June 25, 2031
				140,000	$0.65	June 24, 2032
				180,000	$0.54	June 27, 2033
				360,000	$0.13	July 1, 2034

(1) The restricted shares granted through June 2024 vest over four years with 25% vesting after an initial 12 months and the remainder vesting over the remaining 36 months. The restricted shares granted beginning in July 2024 vest over three years with 33% vesting after an initial 12 months and the remainder vesting over the remaining 24 months. The restricted shares cannot be sold during the first 24 months after the grant date.

(2) The numbers in the table represent the number of underlying ordinary shares. To obtain the number of ADS, it is necessary to divide by ten. To obtain the exercise price per ADS or the grant date fair value per ADS, it is necessary to multiply by ten.

All ADS and per ADS amounts reflect the current ADS to ordinary share ratio of one ADS representing ten ordinary shares.


C.			Board Practices

In accordance with French law governing a société anonyme, our business is overseen by our board of directors and by our chairman. The board of directors has appointed Dr. Karam as our chairman, who also serves as our chief executive officer. Subject to the prior authorization of the board of directors for certain decisions as required under French law, the chief executive officer has full authority to manage our affairs.

Our board of directors is responsible for, among other things, presenting our accounts to our shareholders for their approval and convening shareholder meetings. The board of directors also reviews and monitors our economic, financial and technical strategies. The directors are elected by the shareholders at an ordinary general meeting. Under French law, a director may be an individual or a corporation and the board of directors must be composed at all times of a minimum of three members.

Within the limits set out by the corporate purposes (objet social) of our company and the powers expressly granted by law to the shareholders’ general meeting, the board of directors may deliberate upon our operations and make any decisions in accordance with our business. However, a director must abstain from voting on matters in which the director has an interest. The board of directors can only deliberate if at least half of the directors attend the meeting in the manners provided for in our by-laws. Decisions of the board of directors are taken by the majority of the directors present or represented. Under French law, our directors and chief executive officer may not, under any circumstances, borrow money from us or obtain an extension of credit or obtain a surety from us.

Our board of directors currently consists of eight directors; the maximum permitted under our by-laws is nine. Our board of directors has determined that each of Messrs. Cummins, Maitre, Nottenburg, de Pesquidoux, Pitteloud, and Slonimsky and Ms. Marced qualify as independent under the applicable rules and regulations of the SEC and the NYSE.

The sections of the by-laws relating to the number of directors, election and removal of a director from office may be modified only by a resolution adopted by 66 2/3% of our shareholders present or represented. A director’s term expires at the end of the ordinary shareholders’ general meeting convened to vote upon the accounts of the then-preceding fiscal year and is held in the year during which the term of such director comes to an end unless such director’s term expires earlier in the event of a resignation or removal. The following table sets forth the names of the directors of our company, the dates of their initial appointment as directors and the expiration dates of their current term.


Name	Current position	Year of appointment	Term expiration year
Georges Karam	Chairman	2003	2027
Wesley Cummins	Director	2018	2027
Yves Maitre	Director	2014	2026
Maria Marced	Director	2023	2026
Richard Nottenburg	Director	2016	2025
Hubert de Pesquidoux	Director	2011	2026
Dominique Pitteloud	Director	2005	2025
Zvi Slonimsky	Director	2006	2027

Each director is elected for a three-year term by a vote of the majority of the shareholders present or represented. Under French law, a director who is an individual cannot serve on more than five boards of directors or supervisory boards in corporations (société anonyme) registered in France; directorships in companies controlled by us, as defined in article L.233-16 of the French Commercial Code, are not taken into account.

Directors may resign at any time and their position as members of the board of directors may be revoked at any time by a majority vote of the shareholders present or represented at a shareholders’ general meeting, excluding abstentions. The chairman of our board cannot be over 65 years old. A director does not need to be a French national, and there is no limitation on the number of terms that a director may serve. In case of removal without cause, directors may be entitled to damages.

Vacancies on our board of directors, including vacancies resulting from there being fewer than the maximum number of directors permitted by our by-laws, provided there are at least three directors remaining, may be filled by a vote of a simple majority of the directors then in office. The appointment must then be ratified by the next shareholders’ general meeting. Directors chosen or appointed to fill a vacancy shall be elected by the board for the remaining duration of the current term of the replaced director. In the event the board would be composed of less than three directors as a result of a vacancy, meetings of the board of directors shall no longer be permitted to be held except to immediately convene a shareholders’ general meeting to elect one or several new directors so there are at least three directors serving on the board of directors, in accordance with French law.

Under French law, employees may be elected to serve as a director. However, such employee-director must perform actual functions separate from his/her role as director in order to retain the benefit of his/her employment agreement. The number of directors who are our employees cannot exceed one third of the directors then in office. No director can enter into an employment agreement with us after his/her election to the board of directors.

French law requires that companies having at least 50 employees for a period of 12 consecutive months have a Comité Social et Economique, or Workers’ Council, composed of representatives elected from among the personnel. Our Workers’ Council was formed in 2007. Two of these representatives are entitled to attend all meetings of the board of directors and the shareholders, but they do not have any voting rights.

Directors are required to comply with applicable law and with our by-laws. Our directors may be jointly and severally liable for actions that they take that are contrary to our interests. Directors are jointly and severally liable for collective decisions. However, each director may avoid liability by proving that he or she acted diligently and with caution, in particular by not approving the decision at issue or even by resigning in the event of certain critical situations. In certain critical situations, in order to avoid liability for decisions made by the board, a director must resign from his or her office. Directors may be individually liable for actions fully attributable to them in connection with a specific mission assigned to them by the board of directors.

As a director, the chairman of the board is liable under the same conditions. The chief executive officer may be liable with respect to third parties if he commits a fault that is severable from his duties and which is only attributable to him.

Board Leadership Structure

We believe that the interests of our shareholders are best served by maintaining our Board of Directors’ flexibility in determining the board leadership structure that is best suited to the needs of the Company at any particular time.

Board Committees

Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee.

Audit Committee

Our audit committee consists of Hubert de Pesquidoux, Richard Nottenburg and Dominique Pitteloud, with Mr. de Pesquidoux serving as chairperson. Our audit committee oversees our corporate accounting and financial reporting process and internal controls over financial reporting. Our audit committee evaluates the independent registered public accounting firm’s qualifications, independence and performance; recommends to the shareholders with respect to the identity and compensation of the independent registered public accounting firm; approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services; reviews our Consolidated Financial Statements; reviews our critical accounting policies and estimates and internal controls over financial reporting; discusses with management and the independent registered public accounting firm the results of the annual audit and the reviews of our quarterly Consolidated Financial Statements; and reviews the scope and results of internal audits and evaluates the performance of the internal auditor. Our board of directors has determined that each of our audit committee members meets the requirements for independence and financial literacy under the applicable rules and regulations of the SEC and the NYSE. Our board of directors has determined that Mr. de Pesquidoux is an audit committee financial expert as defined under the applicable rules of the SEC and has the requisite financial sophistication under the applicable rules and regulations of the NYSE. The audit committee operates under a written charter that satisfies the applicable rules of the SEC and the NYSE.

Compensation Committee

Our compensation committee consists of Zvi Slonimsky, Richard Nottenburg and Dominique Pitteloud, with Mr. Slonimsky serving as chairperson. Our compensation committee reviews and recommends policies relating to the compensation and benefits of our officers and employees, which includes reviewing and approving corporate goals and objectives relevant to compensation of our chief executive officer and other senior officers, evaluating the performance of these officers in light of those goals and objectives and setting compensation of these officers based on such evaluations. The compensation committee also recommends to the board of directors the issue of stock options and other awards. Our board of directors has determined that each member our compensation committee meets the requirements for independence under the applicable rules and regulations of the SEC and the NYSE. The compensation committee operates under a written charter.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Yves Maitre, Maria Marced and Zvi Slonimsky, with Mr. Maitre serving as chairperson. The nominating and corporate governance committee is responsible for making recommendations regarding candidates for directorships and the size and composition of our board. In making such recommendations, the nominating and corporate governance committee considers the skills and experience of the directors or nominees in the context of the needs of our board of directors as well as the directors’ or nominees’ diversity of skills and experience in areas that are relevant to our business and activities. In addition, the nominating and corporate governance committee is responsible for overseeing our corporate governance guidelines and reporting and making recommendations concerning governance matters. Our board of directors has determined that each member of our nominating and corporate governance committee meets the requirements for independence under the applicable rules and regulations of the NYSE. The nominating and corporate governance committee operates under a written charter.


D.			Employees

At December 31, 2024, we had 155 full-time employees, of whom 65 were located in France, 32 were in Israel, 21 were in the United Kingdom, 17 were in the United States, 10 were in Taiwan, 7 were in China, and there was one employee in each of Finland, Hong Kong and Singapore. Management considers labor relations to be good. We also have independent contractors and consultants. At December 31, 2024, we had 20 dedicated engineers from Global Logic in Ukraine for software development and testing, and also had 41 independent contractors primarily in research and development but also in business development and finance in France, Finland, India, Israel, Serbia, Singapore, Spain, the United Kingdom, the United States, and Japan.

At each date shown, we had the following employees, broken out by department and geography:


	At December 31,
	2022	2023	2024
Department:
Research and development	183	190	90
Sales and marketing	44	45	42
General and administration	23	24	18
Operations	8	5	5
Total	258	264	155
Geography:
Europe, Middle East, Africa	211	218	119
Asia	27	24	19
Americas	20	22	17
Total	258	264	155


E.			Share Ownership

For information regarding the share ownership of our directors and executive officers, please refer to “Item 6.B.—Compensation—Equity Plans” and “Item 7.A—Major Shareholders.


F.			Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation S’share Ownership

Not applicable.

Item 7. Major Shareholders and Related Party Transactions


A.			Major Shareholders

The following table sets forth information with respect to the beneficial ownership of our shares as of April 18, 2025 :

•each person, or group of affiliated persons, known by us to own beneficially more than 5% of our outstanding ADSs or ordinary shares;

•each of our executive officers;

•each of our directors; and

•all of our executive officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting or investment power with respect to those securities, and include shares subject to options that are exercisable within 60 days after the date of this annual report. Such shares are also deemed outstanding for purposes of computing the percentage ownership of the person holding the option, but not the percentage ownership of any other person.

For the purpose of calculating the percentage of shares beneficially owned by any shareholder, this table lists applicable percentage ownership based on 253,875,282 ordinary shares (the equivalent of 25,387,528 ADSs) outstanding as of April 18, 2025.

Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to their shares. To our knowledge, none of the shareholders in this table is a broker-dealer or is affiliated with a broker-dealer.

Unless otherwise indicated in the footnotes to the table, the address of each individual listed in the table is c/o Sequans Communications S.A., 15-55 boulevard Charles de Gaulle, 92700 Colombes, France.


	Ordinary Shares Beneficially Owned	ADSs Beneficially Owned
	Number	Number	Percent
5% Shareholders
272 Capital(1)	40,142,270	4,014,227	15.8	%
Lynrock Lake Master Fund LP (2)	34,711,650	3,471,165	13.7	%
Bpifrance Participations(3)	13,200,070	1,320,007	5.2	%
Executive Officers and Directors
Dr. Georges Karam(4)	11,314,150	1,131,415	4.4	%
Deborah Choate(5)	904,452	90,445	*
Louis Chuang(6)	307,522	30,752	*
Wesley Cummins(7)	40,704,270	4,070,427	16.0	%
Bertrand Debray(8)	1,840,280	184,028	*
Dr. Qiuting Huang	—	—	*
Danny Kedar(9)	806,782	80,678	*
Yves Maitre(10)	1,062,900	106,290	*
Maria Marced(11)	180,000	18,000	*
Richard Nottenburg(12)	634,500	63,450	*
Olivier Pauzet(13)	131,258	13,126	*
Hubert de Pesquidoux(14)	664,400	66,440	*
Dominique Pitteloud(15)	718,000	71,800	*
Zvi Slonimsky(16)	635,638	63,564	*
Nikhil Taluja(17)	688,790	68,879	*
All executive officers and directors as a group (15 persons)(18)	60,592,942	6,059,294	23.4	%

* Represents beneficial ownership of less than 1%.

(1)Based on a Schedule 13F filed with the SEC on February 14, 2025. Mr. Wesley Cummins is the CEO of 272 Capital LP. P272 Capital LP, and Mr. Cummins has sole voting and dispositive rights over the ADSs. The principal business address of 272 Capital LP is 3811 Turtle Creek Boulevard, Suite 2100, Dallas, TX 75219.

(2)Based on a Schedule 13F filed with the SEC on February 14, 2025. Lynrock Lake LP (the "Investment Manager") is the investment manager of Lynrock Lake Master, and pursuant to an investment management agreement, the Investment Manager has been delegated full voting and investment power over securities of the Company held by Lynrock Lake Master. Cynthia Paul, the Chief Investment Officer of the Investment Manager and Sole Member of Lynrock Lake Partners LLC, the general partner of the Investment Manager, may be deemed to exercise voting and investment power over securities of the Issuer held by Lynrock Lake Master. The address of Lynrock Lake is 12 International Drive, Suite 130, Rye Brook NY 10573.

(3)Based on a Schedule 13D/A filed with the SEC on August 29, 2023. Bpifrance Participations S.A., or Bpifrance Participations. Bpifrance Participations is a wholly-owned subsidiary of Bpifrance S.A., a French credit institution ("Bpifrance"). Caisse de Dépôts, or CDC, and EPIC Bpifrance, a French public institution of industrial and commercial nature (“EPIC”) each hold 49.2% of the share capital of Bpifrance and jointly control Bpifrance. None of Bpifrance, CDC or EPIC holds any shares directly. Bpifrance may be deemed to be the beneficial owner of 13,200,072 shares, indirectly through its ownership of Bpifrance Participation. CDC and EPIC may be deemed to be the beneficial owner of 13,200,072 shares, indirectly through their joint ownership and control of Bpifrance. The principal address for CDC is 56, rue de Lille, 75007 Paris, France. The principal address for Bpifrance Participations, Bpifrance and EPIC is 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France.

(4)Includes 992,990 ordinary shares subject to options that are exercisable and restricted shares that vest within 60 days of April 18, 2025.

(5)Includes 119,500 ordinary shares subject to options that are exercisable and restricted shares that vest within 60 days of April 18, 2025.

(6)Includes 26,250 restricted shares that vest within 60 days of April 18, 2025.

(7)Includes 562,000 ordinary shares subject to warrants that are exercisable within 60 days of April 18, 2025 and 40,142,270 ordinary shares (represented by 4,014,227 ADSs) owned by 272 Capital and its managed funds.

(8)Includes 131,500 ordinary shares subject to options that are exercisable and restricted shares that vest within 60 days of April 18, 2025.

(9)Includes 137,510 ordinary shares subject to options that are exercisable and restricted shares that vest within 60 days of April 18, 2025.

(10)Includes 622,000 ordinary shares subject to warrants that are exercisable within 60 days of April 18, 2025.

(11)Includes 180,000 ordinary shares subject to warrants that are exercisable within 60 days of April 18, 2025.

(12)Includes 632,000 ordinary shares subject to warrants that are exercisable within 60 days of April 18, 2025.

(13)Includes 18,750 ordinary subject to restricted shares that vest within 60 days of April 18, 2025.

(14)Includes 622,000 ordinary shares subject to warrants that are exercisable within 60 days of April 18, 2025.

(15)Includes 622,000 ordinary shares subject to warrants that are exercisable within 60 days of April 18, 2025.

(16)Includes 622,000 ordinary shares subject to warrants that are exercisable within 60 days of April 18, 2025.

(17)Includes 218,750 ordinary shares subject to options that are exercisable and restricted shares that vest within 60 days of April 18, 2025.

(18)Includes 5,507,252 ordinary shares subject to options and warrants that are exercisable and restricted shares that vest within 60 days of April 18, 2025.

None of our principal shareholders have voting rights different than our other shareholders.

At April 18, 2025, there were 25,385,677 of our ADSs outstanding, representing 253,856,776 of our ordinary shares or 99.9% of our 253,875,282 total outstanding ordinary shares. At such date, there were 259 holders of record registered with the Bank of New York Mellon, depositary of our ADSs.


B.			Related Party Transactions

Since January 1, 2024, we have engaged in the following transactions with our directors and executive officers, holders of more than 5% of our voting securities and affiliates of our directors, executive officers and 5% shareholders.

Under French law, agreements entered into directly or indirectly between us and either one of our officers or one of our shareholders owning more than 10% of our shares, or any company controlling one of our shareholders owning more than 10% of our shares, are subject to the prior approval of the board of directors and must be ratified by our ordinary shareholders’ general meetings on the basis of a specific report issued by our statutory auditors on such agreements. Our managing director agreement with Georges Karam has been submitted to the prior approval of the board of directors and has been or will be submitted to our shareholders at each annual shareholders’ general meeting.

Agreements with Major Shareholders

Bpifrance

In October 2014, Bpifrance, the financial agency of the French government, provided funding to the Company in the context of a long-term research project, to be completed over a 3-year period. In December 2016, Bpifrance and the Company signed an amendment to extend the period from three to four years. The total funding remained unchanged and amounted to €6,967,000 ($8,988,000) comprising a portion in the form of a grant (€2,957,000 or $3,815,000) and a portion in the form of a forgivable loan (€4,010,000 or $5,173,000). The forgivable loan advance will be repaid, as the project was not a commercial failure, from March 31, 2019 to December 31, 2024 of which €870,000 ($939,000) in paid in 2021, €1,130,000 ($1,250,000) in paid in 2022 and €1,130,000 ($1,250,000) in paid in 2023, and bears interest at a 1.53% fixed contractual rate. In the event of commercial success, defined as sales of the product developed under this program in excess of €350 million ($364 million) during a period of three years, then the Company shall pay for three consecutive years after the date of the termination of the reimbursement a bonus to Bpifrance of 1% of annual revenues generated by products issued from the project. As of December 31, 2024, €310,000 ($322,000) remain outstanding on the forgivable loan advance.

In March 2024, Bpifrance provided funding to the Company for a new long-term research project (5G eRedCap project) as part of the France 2030 initiative to support the development of technologies deemed to be strategically important to the national interest estimated to be completed over a 3-year period The total of the funding amounts to €10,888,000 ($11,838,000) comprising a portion in the form of a grant (€7,451,000 or $8,101,000) and a portion in the form of a forgivable loan (€3,437,000 or $3,737,000). The forgivable loan advance is to be repaid, except if the project is a commercial failure, from March 31, 2028 to January 31, 2031 and bears interest at a 5.07% fixed contractual rate. As of December 31, 2024, €859,000 ($893,000) is outstanding on the forgivable loan advance.

In April 2020, Bpifrance provided €5 million of debt financing as part of the French COVID-19 economic support plan. The French loan is unsecured and is being repaid over the period from August 2022 to May 2026 (only interest was paid from August 2021 to May 2022). As of December 31, 2024, €1,875,000 ($1,948,000) remain outstanding on the debt financing.

Lynrock Lake Master Fund LP

In April 2021, we completed the sale of 1,818,181 ADSs in connection with a private placement with Lynrock Lake Master Fund LP for $10.0 million. In April 2021, the Company entered into a convertible note agreement with Lynrock Lake Master Fund LP in the principal amount of $40.0 million. The convertible note matured in April 2024 and was convertible, at the holder’s option, into the Company’s ADSs at a conversion price of $19.15 per ADS, subject to a 9.9% ownership limit for Lynrock Lake.

On April 9, 2024, we secured a standstill agreement from Lynrock Lake. The agreement granted an initial standstill period until April 26, 2024 that was then extended to September 20, 2024. The note and accrued interest were repaid in full in October 2024.

Renesas Electronics Corporation

In January 2022, we completed the sale of 1,974,755 ADSs to Renesas Electronics Corporation for $9.3 million in a private placement transaction. As part of the investment agreement, a representative of Renesas Electronics Corporation (Mr. Sailesh Chittipeddi) became a board observer in January 2022. Mr. Chittipeddi was elected as a board member by the shareholders at their June 2022 annual meeting. In 2020 and 2021, we signed license and services agreements with Renesas Electronics Corporation and Renesas Electronic America. In 2022 and 2023, we signed amendments of the agreement with Renesas Electronics Corporation. In the year ended December 31, 2024, we recognized total revenue of $0.3 million from these agreements.

On August 4, 2023, the Company entered into a Memorandum of Understanding (the “MoU”) with Renesas. The MoU provided, among other things, that Renesas and the Company engage in a series of transactions pursuant to which, among other transactions, Renesas would seek to acquire (through an affiliate) all of the issued and outstanding ordinary shares for $0.7575 per ordinary share and $3.03 per ADS.

On February 22, 2024, Renesas notified us that Renesas was terminating the MoU due its receipt of an adverse Japanese tax ruling on February 15, 2024 from the National Tax Agency of Japan. Following the termination of the MoU, the maturity of the unsecured subordinated notes accelerated to May 22, 2024. On April 5, 2024, we secured a standstill agreement from Renesas. The agreement granted an initial standstill period until April 26, 2024 that may be further extended subject to certain milestones being met; the request for the extension of the agreement is in process as of this date, however there can be no assurance of the length of the extension, if any.

In March 2024, Mr. Chittipeddi resigned from his role as member of our board of directors.

All notes and accrued interest were repaid in full in October 2024.

B. Riley Asset Management LLC

On April 22, 2024, we issued an Unsecured Promissory Note with a principal amount of $5,000,000 to 272 Capital

Master Fund, Ltd., a fund affiliated with Wes Cummins, a director of the Company. The transaction closed on April 24, 2024. The Note and accrued interest were repaid in full in October 2024.

Agreements with Executive Officers and Directors

Employment and Compensation Agreement

We have entered into a managing director agreement with Georges Karam, our chairman and chief executive officer, which contains provisions regarding salary and bonus, severance payment and benefits. See “Item 6.B—Compensation—Employment Agreements with Executive Officers”.

Director Compensation and Agreements

The non-employee members of our board of directors and directors who are permitted to receive remuneration by their employers, receive compensation based on our director compensation policy. A description of the cash compensation and equity awards that non-employee members of our board of directors will be entitled to receive is described under “Item 6. B—Compensation—Compensation of Executive Officers and Directors”.

Restricted Shares, Stock Options, and Warrants

Since our inception, we have granted restricted shares, stock options and warrants to purchase our shares to certain of our executive officers and to our non-employee directors and directors who are permitted by their employers to receive warrants. For more information about our option and warrant plans see “Item 6. B—Compensation—Equity Plans”.


C.			Interests of Experts and Counsel

Not applicable.

Item 8. Financial Information


A.			Consolidated Statements and Other Financial Information

Consolidated Financial Statements

We have appended our consolidated financial statements at the end of this annual report, starting at page F-1, as part of this annual report.

Legal Proceedings

We are not a party to any material legal proceedings.

Dividend Policy

We have never declared or paid any cash dividends on our ordinary shares. We do not anticipate paying any cash dividends on our ordinary shares in the foreseeable future and intend to retain all available funds and any future earnings for use in the operation and expansion of our business.

Subject to the requirements of French law and our by-laws, dividends may only be distributed from our statutory retained earnings. See “Item 10. B—Memorandum and Articles of Association” for further details on the limitations on our ability to declare and pay dividends.

Dividend distributions, if any, will be made in euros and converted into U.S. dollars with respect to the ADSs, as provided in the deposit agreement.


B.			Significant Changes

No significant changes have occurred since December 31, 2024, except as otherwise disclosed in this annual report.

Item 9. The Offer and Listing


A.			Listing Details

Our ADSs have been listed on the New York Stock Exchange under the symbol “SQNS” since April 15, 2011. Prior to that date, there was no public trading market for ADSs or our ordinary shares.


B.			Plan of Distribution

Not applicable.


C.			Markets

Our ADS have been listed on the New York Stock Exchange under the symbol “SQNS” since April 15, 2011.


D.			Selling Shareholders

Not applicable.


E.			Dilution

Not applicable.


F.			Expenses of the Issue

Not applicable.

Item 10. Additional Information


A.			Share Capital

Not applicable.


B.			Memorandum and Articles of Association

Dividends and Liquidation Rights

We may make dividend distributions to our shareholders from our net income in each fiscal year (after deductions for depreciation and reserves pursuant to French law and our by-laws), as increased or decreased by any profit or loss carried forward from prior years, and less any contributions to reserves that may be decided by the shareholders under the conditions described below. These distributions are also subject to the requirements of French law and our by-laws.

Pursuant to French law, we must allocate 5% of our net profits for each fiscal year to a legal reserve fund until the amount in that fund is equal to 10% of the nominal amount of our share capital. The legal reserve may not be distributed to shareholders and may not be used to repurchase or reimburse our shares.

Upon recommendation of our board of directors, our shareholders may decide to allocate all or part of any distributable profits among special or general reserves, to carry them forward to the next fiscal year as retained earnings or to allocate them to the shareholders as dividends. However, except in case of a capital decrease, we may not distribute dividends to shareholders when our net assets are or would become as a result of the distribution lower than the amount of share capital including reserves which, under French law, may not be distributed to shareholders.

Our by-laws provide that reserves which are available for distribution under French law and our by-laws may be distributed as dividends, subject to shareholder approval and other limitations under French law. Dividends or interim dividends may be paid in cash or shares.

If our interim income statement shows that, since the end of the preceding fiscal year, we have made distributable profits, our board of directors may, subject to French law and regulations, distribute interim dividends without the approval of our shareholders. An interim dividend may not exceed distributable profits.

Under French law, subject to the preferred dividends rights that may be attached to our preferred shares set forth in our by-laws, as the case may be, if we distribute dividends they must be distributed to our shareholders pro rata according to their shareholdings. Holders of shares outstanding on the date of the shareholders’ meeting approving the distribution of dividends or, in the case of interim dividends, on the date our board of directors meets and approves the distribution of interim dividends are eligible to receive the dividend payment. The actual dividend payment date is decided by our shareholders at an ordinary general meeting, or by our board of directors, if no decision is taken by our shareholders. The payment of the dividends must occur within nine months of the end of our fiscal year. Under French law, dividends not claimed within five years of the date of payment revert to the French State.

In the event that we are liquidated, our assets remaining after payment of our debts, liquidation expenses and all of our other remaining obligations will be distributed first to repay the nominal value of our shares. After these payments have been made, subject to the preferred liquidation rights that may be attached to our preferred shares set forth in our by-laws, as the case may be, any surplus will be distributed pro rata among our shareholders based on the nominal value of their shareholdings.

To date, we have never declared or paid any cash dividends on our ordinary shares or preferred shares. We do not anticipate paying any cash dividends on our ordinary shares in the foreseeable future and intend to retain all available funds and any future earnings for use in the operation and expansion of our business.

Changes in Share Capital

We may increase our share capital only with approval of our shareholders at an extraordinary general meeting. The shareholders can authorize the board of directors to carry out the capital increase for a specified period of time. There are two methods to increase our share capital: the issuance of additional shares, including the creation of a new class of shares, and the increase in the nominal value of existing shares. We may issue additional shares for cash or for assets contributed in kind, upon the conversion of debt securities, by capitalization of our reserves or, subject to certain conditions, in satisfaction of our indebtedness. Although, currently, we have only one class of shares, French law permits us to issue different classes of shares that may have different liquidation, voting and dividend rights.

We may decrease our share capital only with the approval of our shareholders at an extraordinary general meeting. The shareholders can authorize the board of directors to carry out the capital decrease for a specified period of time. There are two methods to decrease our share capital: decreasing the number of shares outstanding and decreasing the nominal value of our shares. The conditions under which the share capital may be decreased vary depending upon whether the decrease is attributable to losses. We may, under certain conditions, decrease the number of outstanding shares either by a reverse stock split or by the repurchase and cancellation of our shares. Any decrease must meet the requirements of French law, which states that all the holders of shares in each class of shares must be treated equally unless each affected shareholder otherwise agrees.

Attendance and Voting at Shareholders’ Meetings

French companies may hold either ordinary or extraordinary shareholders’ general meetings. Ordinary general meetings are required for matters that are not specifically reserved by law to the extraordinary general meetings and include the election and dismissal of the members of the board of directors, the appointment of statutory auditors, the approval of the annual accounts, the approval of agreements entered into between the company and its officers, directors and shareholders holding more than 10% of the voting rights, the declaration of dividends, the payment of dividends in shares, the repurchase by the company of its shares in connection, inter alia, with employee profit-sharing or share option plans, and the issue of bonds. Extraordinary general meetings are required for approval of amendments to our by-laws, modification of shareholders’ rights, mergers, increases or decreases in share capital (including a waiver of preferential subscription rights), the creation of a new class of shares, the authorization of the issue of securities convertible or exchangeable into shares and for the sale or transfer of substantially all of our assets that would result in a change of our corporate purpose.

Our board of directors is required to convene an annual general meeting of shareholders for approval of the annual accounts. This meeting must be held within six months of the end of our fiscal year. However, the president of the tribunal de commerce, the French commercial court, may order an extension of this six-month period. We may convene other ordinary and extraordinary meetings at any time during the year as necessary. Meetings of shareholders may be convened by our board of directors or, if it fails to call a meeting, by our statutory auditors or by a court-appointed agent. Shareholders holding individually or in the aggregate at least 5% of our share capital, or another interested party under certain circumstances, may petition the court to appoint such an agent. The notice convening of a shareholders’ general meeting must state the agenda for the meeting.

Notice of a shareholders’ general meeting must be sent by regular or electronic mail, or registered letter if the shareholder so asks, at least 15 days before the meeting to all holders of registered shares. However, in the case where quorum was not met at the original meeting and was therefore adjourned, the general meeting can be reconvened under the same agenda within a reduced six-day time period. The notice must include the agenda of the meeting and a draft of the resolutions that will be submitted to the shareholders.

Attendance and the exercise of voting rights at both ordinary and extraordinary general meetings of shareholders are subject to certain conditions pursuant to French law. Under our by-laws, in order to participate in any general meeting, a holder of registered shares must have his shares fully paid-in and registered in its name in a shareholder account maintained by or on behalf of us at least three days prior to the meeting.

Subject to the above restrictions, all of our shareholders have the right to participate in our general meetings, either in person or by proxy. Shareholders may vote, either in person, by proxy or by mail (by use of a form), and their votes are counted in proportion to the number of shares they hold. A shareholder may grant a proxy to his or her spouse, to another shareholder or, if the shareholder is a corporation, to a legal representative. A shareholder may grant a proxy to us by returning a blank proxy form. In this last case, the chairman of the shareholders’ meeting will vote the shares in favor of all resolutions proposed by the board of directors and against all others. Proxy forms will be sent to shareholders upon request. In order to be counted, proxies must be received prior to the shareholders’ general meeting at our registered office or at another address indicated in the notice convening the meeting. If requested by a shareholder at least six days prior to the meeting, we must send such shareholder a form to vote by mail and this form must be received by us at least two days prior to the date of a meeting in order to be valid. Under French law, our shares held by entities controlled directly or indirectly by us are not entitled to voting rights. There is no requirement that a shareholder have a minimum number of shares in order to be able to attend or be represented at a general meeting.

Under French law, a quorum requires the presence, in person or by proxy (including those voting by mail) of shareholders having at least (1) 20% of the shares entitled to vote in the case of an ordinary shareholders’ general meeting or at an extraordinary shareholders’ general meeting where shareholders are voting on a capital increase by capitalization of reserves, profits or share premium, or (2) 25% of the shares entitled to vote in the case of any other extraordinary shareholders’ general meeting. If a quorum is not present, the meeting is adjourned. There is no quorum requirement when an ordinary general meeting is reconvened, but the reconvened meeting may consider only questions which were on the agenda of the adjourned meeting. When an extraordinary general meeting is reconvened, the quorum required is 20% of the shares entitled to vote, except where the reconvened meeting is considering capital increases through capitalization of reserves, profits or share premium. For these matters, no quorum is required at the reconvened meeting. If a quorum is not present at a reconvened meeting requiring a quorum, then the meeting may be postponed for a maximum of two months.

At an ordinary shareholders’ general meeting, approval of any resolution requires the affirmative vote of a simple majority of the votes of the shareholders present or represented. The approval of any resolution at an extraordinary shareholders’ general meeting requires the affirmative vote of a two-thirds majority of the votes of shareholders present or represented, except that any resolution to approve a capital increase by capitalization of reserves only requires the affirmative vote of a simple majority of the votes of shareholders present or represented. Notwithstanding these rules, a unanimous vote is required to increase shareholders’ liabilities. Abstention from voting by those present or represented by proxy is counted as a vote against any resolution submitted to a vote.

In addition to the right to obtain certain information regarding us at any time, any shareholder may, from the date on which a shareholders’ meeting is convened until the fourth business day preceding the date of the shareholders’ meeting, submit written questions relating to the agenda for the meeting to our board of directors. Our board of directors is required to respond to these questions during the meeting.

As set forth in our by-laws, shareholders’ meetings are held at our registered office or at any other location specified in the written notice.

Preferential Subscription Rights

Holders of shares have preferential rights to subscribe on a pro rata basis for additional shares and securities convertible or exchangeable into shares. This right is only reserved to holders of ordinary shares or preferred shares. Shareholders may waive their preferential rights on an individual basis. During the subscription period relating to a particular offering of shares, shareholders may transfer their preferential subscription rights that they have not previously waived. To the extent permitted under French law, we intend to seek shareholder approval to waive preferential subscription rights at any extraordinary meeting where shareholders are asked to approve an increase in our capital by issuing additional shares and securities convertible or exchangeable into shares.

Form and Holding of Shares

Our by-laws provide that our ordinary shares shall be held in registered form. In accordance with French law concerning the “dematerialization” of securities, the ownership rights of shareholders are represented by book entries instead of share certificates. Registered shares are entered into an account maintained by us or by a representative that we have nominated. We maintain accounts in the name of each shareholder either directly or, at a shareholder’s request, through such shareholder’s accredited intermediary. Each shareholder’s account shows the name and number of shares held.

Repurchase and Redemption of Shares

Under French law, we may acquire our own shares for the following purposes only:

•to decrease our share capital, provided that such a decision is not driven by losses and that a purchase offer is made to all shareholders on a pro rata basis, with the approval of the shareholders at an extraordinary general meeting. In this case, the repurchased shares must be cancelled within one month from their repurchase date;

•to provide shares for distribution to employees or managers under a profit-sharing or share option plan; and

•to facilitate an issue of additional shares or securities convertible or exchangeable into shares, a merger or a spin-off, approved by the shareholders at an ordinary general meeting.

The amounts repurchased under this section cannot result in us holding more than 10% of our own shares. In the event that such repurchases result in us holding more than 10% of our issued shares, we are required to transfer any shares in excess of the 10% threshold within one year. French law requires that we cancel any shares in excess of this 10% limit that have not been transferred within the one-year period.

When we purchase our own shares, they must be held in registered form and be fully paid. These shares are deemed to be outstanding under French law, but are not entitled to any dividends or voting rights, and we may not exercise preferential subscription rights. The shareholders, at an extraordinary general meeting, may decide not to take such shares into account in determining the preferential subscription rights attached to the other shares. In the absence of such a decision, the rights attached to any shares held by us must either be sold on the market before the end of the subscription period or distributed to other shareholders on a pro rata basis.

Cross Shareholdings and Holding of Our Shares by Our Subsidiaries

French law prohibits a company from holding our shares if we hold more than 10% of that company’s share capital and we may not own any interest in a French company holding more than 10% of our share capital. In the event of a cross shareholding that violates this rule, the company owning the smaller percentage of shares in the other company must sell its interest. Until sold, these shares are deprived of their voting rights. Failure by the officers and directors of a company to sell these shares is a criminal offense.

In the event that one of our subsidiaries holds our shares, these shares are deprived of their voting rights. However, French law does not require the subsidiary to sell the shares.

Declaration of Crossing of Ownership Thresholds

Subject to requirements of French law, our By-laws do not require any specified disclosure by shareholders that cross ownership thresholds with respect to our share capital.

General Description of our By-laws

The following summarizes certain terms and provisions contained in our by-laws. This summary is not complete, and you should read our by-laws (statuts), which were filed as an exhibit to our Registration Statement on Form F-3, of which this prospectus forms a part.

Corporate Purposes (Article 3)

Our company is engaged in the business of researching, developing and commercializing silicon and software solutions in the areas of broadband wireless access, specifically compliant with LTE standards or other similar broadband wireless standards.

Our corporate purpose in France and in all countries includes the following:

•The study, development and marketing of all products and/or services relating to radio fixed and/or optical-type communication networks systems;

•Advising and training, by all means and technical media, relating to the aforementioned fields of operations;

•The participation, directly or indirectly, in all transaction that may be related to any of the purposes defined above, through the creation of new companies or legal entities, the contribution, subscription, or purchase of securities or corporate rights, acquisition of interests, mergers, partnerships, or any other methods;

•And, more generally, all industrial, commercial, and financial transactions, or transactions involving movable or fixed assets, that may be related directly or indirectly, in whole or in part, to any of the aforementioned corporate purposes, or to any similar or related purposes, or to any and all purposes that may enhance or develop the company’s business.

Directors’ Voting Powers

Under French law, agreements entered into directly or indirectly between us and our directors are subject to a prior approval of the board of directors and must be ratified by our ordinary shareholders’ general meeting on the basis of a specific report issued by our statutory auditors on such agreements. The director who is interested in the agreement cannot vote on the proposal at the board meeting.

As compensation, directors receive attendance fees set annually by the shareholders upon recommendation of the board of directors. The directors may take part in the vote on the resolution deliberating on their attendance fees. Attendance fees must be differentiated from any other sum a director may receive as a compensation for a particular service provided (i.e. employment contract, chairman of the board). In addition, the directors may be granted warrants by the shareholders’ general meeting.

Director participation at board of directors meetings is not mandatory. Directors may therefore be represented by another director at meetings. In such case, a written power of attorney can be given to another director. Each director may only represent one other director.

Rights, Preferences and Restrictions Attaching to Each Class of Shares

Our shareholders are not required to subscribe to any of our further capital calls.

At this time, we have only one class of shares. Each share gives the right to one vote on all matters submitted to our shareholders. Each share also gives the right to share in the profits and corporate assets, pro rata the amount of our share capital which it represents. Our shareholders only bear losses for up to the amount of their investment. However, in the event we declare bankruptcy, one or several shareholders who could be considered as either (i) having become our de facto manager and, as such, taken decisions that contributed to our insolvency or failed to take decisions that would have prevented such insolvency, or (ii) having in such capacity comingled vis-à-vis third parties between his or her own assets and our own assets may be liable for losses greater than his/her investment. In the event of a capital increase, a majority of shareholders may decide to suppress the preferential subscription rights of all shareholders in favor of a beneficiary or a category of beneficiaries, including existing shareholders who are nevertheless excluded from such vote.

We cannot increase the commitments or liabilities of our shareholders; such a change can only be agreed to by each shareholder individually.

Under our by-laws, our extraordinary general meeting may decide to issue preferred shares bearing preferred voting and financial rights.

Provisions Having the Effect of Delaying, Deferring or Preventing a Change in Control of our Company

The sections of the by-laws relating to the number of directors, election and removal of a director from office may be modified only by a resolution adopted by 662⁄3% of our shareholders present or represented. These provisions, and other procedural provisions contained in our by-laws, may have the effect or delaying or deferring a change in control.

Ownership of ADSs or Shares by Non-French Residents

Neither the French Commercial Code nor our by-laws presently impose any restrictions on the right of non-French residents or non-French shareholders to own and vote shares. However, residents outside of France, as well as a French entity controlled by non-French residents, must file an administrative notice with French authorities in connection with the acquisition of a controlling interest, or leading non-French residents to hold a controlling interest, in our company or the acquisition of a controlling interest in any foreign entity holding a controlling interest in our company. Under existing administrative rulings, ownership of 331⁄3% (25% when at least one of the members of the investor’s “chain of control” is non-European Union/European Economic Area) or more of our share capital or voting rights is regarded as a controlling interest, but a lower percentage may be held to be a controlling interest in certain circumstances, depending upon such factors as:

•the acquiring party’s option to buy additional shares;

•loans and guarantees granted by the acquiring party to our company in amounts evidencing control over our financing; and

•patent licenses granted by an acquiring party or management or technical assistance agreements with such acquiring party that place us in a dependent position vis-à-vis such party or its group.

Foreign Exchange Controls

Under current French foreign exchange control regulations there are no limitations on the amount of cash payments that we may remit to residents of foreign countries. Laws and regulations concerning foreign exchange controls do, however, require that all payments or transfers of funds made by a French resident to a non-resident be handled by an accredited intermediary. All registered banks and substantially all credit institutions in France are accredited intermediaries.

Availability of Preferential Subscription Rights

Our shareholders have preferential subscription rights as described above under “Description of Share Capital—Preferential Subscription Rights.” Under French law, shareholders have preferential rights to subscribe for cash issues of new shares or other securities giving rights to acquire additional shares on a pro rata basis. Holders of our securities in the U.S. (which may be in the form of shares or ADSs) may not be able to exercise preferential subscription rights for their securities unless a registration statement under the Securities Act is effective with respect to such rights or an exemption from the registration requirements imposed by the Securities Act is available. We may, from time to time, issue new shares or other securities giving rights to acquire additional shares (such as warrants) at a time when no registration statement is in effect and no Securities Act exemption is available. If so, holders of our securities in the U.S. will be unable to exercise any preferential subscription rights and their interests will be diluted. We are under no obligation to file any registration statement in connection with any issuance of new shares or other securities. We intend to evaluate at the time of any rights offering the costs and potential liabilities associated with registering the rights, as well as the indirect benefits to us of enabling the exercise by holders of shares and holders of ADSs in the U.S. to exercise the rights, and any other factors we consider appropriate at the time, and then to make a decision as to whether to register the rights. We cannot assure you that we will file a registration statement.

For holders of our shares in the form of ADSs, the Depositary may make these rights or other distributions available to holders after we instruct it to do so in the United States. If we fail to do this and the Depositary determines that it is impractical to sell the rights, it may allow these rights to lapse. In that case the holders will receive no value for them. The section entitled “Description of American Depositary Receipts—Dividends, Other Distributions and Rights” explains in detail the depositary’s responsibility in connection with a rights offering.


C.			Material Contracts

With the exception of the material agreements described in “Item 7.B Related Party Transactions—Agreements with Major Shareholders” and the Asset Purchase Agreement and Acquired IP License Agreement entered into with Qualcomm and filed as exhibits herewith, all contracts concluded by the Company during the two years preceding the date of this annual report were entered into in the ordinary course of business.


D.			Exchange Controls


E.			Taxation

Material United States Federal Income Tax Consequences

The following is a description of the material United States federal income tax consequences of the acquisition, ownership and disposition of the ADSs. This description addresses only the United States federal income tax consequences to holders that are purchasers of the ADSs and hold such ADSs as capital assets (generally property held for investment). This description does not address tax considerations applicable to holders that may be subject to special tax rules, including:

•financial institutions or insurance companies;

•real estate investment trusts, regulated investment companies or grantor trusts;

•dealers or traders in securities or currencies;

•tax-exempt entities;

•certain former citizens or former long-term residents of the United States;

•persons that received the ADSs as compensation for the performance of services;

•persons that will hold the ADSs as part of a “hedging” or “conversion” transaction or as a position in a “straddle” for United States federal income tax purposes;

•holders that will hold the ADSs through a partnership or other pass-through entity;

•U.S. Holders, as defined below, whose “functional currency” is not the United States dollar; or

•holders that own, directly, indirectly or through attribution, 10.0% or more of the voting power or value of our shares.

Moreover, this description does not address the United States federal estate and gift or alternative minimum tax, or foreign, state or local tax, consequences of the acquisition, ownership and disposition of the ADSs.

This description is based on the United States Internal Revenue Code of 1986, as amended, or the “Code”, existing, proposed and temporary United States Treasury Regulations and judicial and administrative interpretations thereof, in each case as in effect and available on the date hereof. All of the foregoing is subject to change, which change could apply retroactively and could affect the tax consequences described below.

For purposes of this description, a “U.S. Holder” is a beneficial owner of the ADSs that, for United States federal income tax purposes, is:

•a citizen or resident of the United States;

•a corporation or other entity treated as a corporation for United States federal income tax purposes, created or organized in or under the laws of the United States or any state thereof, including the District of Columbia;

•an estate the income of which is subject to United States federal income taxation regardless of its source; or

•a trust if such trust has validly elected to be treated as a United States person for United States federal income tax purposes or if (1) a court within the United States is able to exercise primary supervision over its administration and (2) one or more United States persons have the authority to control all of the substantial decisions of such trust.

A “Non-U.S. Holder” is a beneficial owner of the ADSs that is neither a U.S. Holder nor a partnership, or other entity or arrangement treated as a partnership, for United States federal income tax purposes.

If a partnership or any other entity or arrangement treated as a partnership for United States federal income tax purposes holds the ADSs, the tax treatment of a partner in such partnership will depend on the status of the partner and the activities of the partnership. Such a partner or partnership is encouraged to consult its tax advisor as to its tax consequences.

You are encouraged to consult your tax advisor with respect to United States federal, state, local and foreign tax consequences of acquiring, owning and disposing of the ADSs.

For United States federal income tax purposes, you will be treated as the owner of our ordinary shares represented by your ADSs. Exchanges of ordinary shares for ADSs, and ADSs for ordinary shares, will not be subject to United States federal income tax.

Distributions with Respect to ADSs

If you are a U.S. Holder, for United States federal income tax purposes, the gross amount of any distribution made to you with respect to your ADSs (other than certain distributions, if any, of the ADSs distributed pro rata to all our shareholders), before reduction for any French taxes withheld therefrom, will be includible in your income as dividend income to the extent such distribution is paid out of our current or accumulated earnings and profits as determined under United States federal income tax principles. Subject to the discussion below under “Passive Foreign Investment Company Considerations”, non-corporate U.S. Holders may qualify for the lower rates of taxation with respect to dividends on ADSs applicable to long-term capital gains (i.e., gains from the sale of capital assets held for more than one year), provided that certain conditions are met, including certain holding period requirements and the absence of certain risk reduction transactions. However, such dividends will not be eligible for the dividends received deduction generally allowed to corporate U.S. Holders. Subject to the discussion below under “Passive Foreign Investment Company Considerations”, to the extent, if any, that the amount of any distribution by us exceeds our current and accumulated earnings and profits as determined under United States federal income tax principles, such excess amount will be treated first as a tax-free return of your adjusted tax basis in your ADSs and thereafter as capital gain. We do not expect to maintain calculations of our earnings and profits under United States federal income tax principles and, therefore, if you are a U.S. Holder you should expect that the entire amount of any distribution generally will be reported as dividend income to you.

Dividends, if any, paid to U.S. Holders in euros or currency other than the U.S. dollar (“Other Foreign Currency”) will be includible in income in a U.S. dollar amount based on the prevailing spot market exchange rate in effect on the date of actual or constructive receipt, whether or not converted into U.S. dollars at that time. Assuming dividends received in euros (or Other Foreign Currency) are converted into U.S. dollars on the day they are received, the U.S. Holder will not be required to recognize foreign currency gain or loss in respect of the dividend income. If, however, the payment is not converted at that time, a U.S. Holder will have a tax basis in euros (or Other Foreign Currency) equal to the U.S. dollar amount of the dividend included in income, which will be used to measure gain or loss from subsequent changes in exchange rates. Any gain or loss that a U.S. Holder recognizes on a subsequent conversion of euros (or Other Foreign Currency) into U.S. dollars (or on other disposition) will be U.S. source ordinary income or loss. U.S. Holders should consult their own tax advisors regarding the tax consequences to them if the dividends are paid in euros (or Other Foreign Currency).

Subject to certain conditions and limitations, French tax withheld on dividends may be deducted from your taxable income or credited against your United States federal income tax liability. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends, if any, that we distribute will constitute “passive category income”, or, in the case of certain U.S. Holders, “general category income”. A foreign tax credit for foreign taxes imposed on distributions may be denied if you do not satisfy certain minimum holding period requirements or if you engage in certain risk reduction transactions. If you are a U.S. Holder, dividends, if any, paid to you with respect to your ADSs will be treated as foreign source income, which may be relevant in calculating your foreign tax credit limitation. The rules relating to the determination of the foreign tax credit are complex, and you are encouraged to consult your tax advisor to determine whether and to what extent you will be entitled to this credit.

Subject to the discussion below under “Backup Withholding Tax and Information Reporting Requirements”, if you are a Non-U.S. Holder, you should not be subject to United States federal income or withholding tax on dividends received by you on your ADSs unless such income is effectively connected with your conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base).

Sale, Exchange or Other Disposition of ADSs

Subject to the discussion below under “Passive Foreign Investment Company Considerations”, if you are a U.S. Holder, you will recognize capital gain or loss on the sale, exchange or other disposition of your ADSs equal to the difference between the amount realized on such sale, exchange or other disposition and your adjusted tax basis in your ADSs. If you are a non-corporate U.S. Holder, capital gain from the sale, exchange or other disposition of ADSs will be eligible for the preferential rate of taxation applicable to long-term capital gains if your holding period for such ADSs exceeds one year (i.e., such gain is long-term capital gain). Gain or loss, if any, recognized by a U.S. Holder will be treated as U.S. source gain or loss, as the case may be, for foreign tax credit limitation purposes. The deductibility of capital losses for United States federal income tax purposes is subject to limitations.

Subject to the discussion below under “Backup Withholding Tax and Information Reporting Requirements”, if you are a Non-U.S. Holder, you will not be subject to United States federal income or withholding tax on any gain realized on the sale or exchange of your ADSs unless:

•such gain is effectively connected with your conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base); or

•you are an individual and have been present in the United States for 183 days or more in the taxable year of such sale or exchange and certain other conditions are met.

Passive Foreign Investment Company Considerations

A non-U.S. corporation will be classified as a “passive foreign investment company”, or a PFIC, for United States federal income tax purposes for any taxable year in which, after applying certain look-through rules, either

•at least 75% of its gross income is “passive income”; or

•at least 50% of the average value of its gross assets is attributable to assets that produce “passive income” or are held for the production of passive income.

Passive income for this purpose includes dividends, interest, royalties, rents, gains from commodities and securities transactions and the excess of gains over losses from the disposition of assets which produce passive income, including amounts derived by reason of the investment of funds raised in offerings of the ADSs. If a non-U.S. corporation owns at least 25% by value of the stock of another corporation, the non-U.S. corporation is treated for purposes of the PFIC tests as owning its proportionate share of the assets of the other corporation and as receiving directly its proportionate share of the other corporation’s income.

Based on the character of our gross income and the average value of our passive assets relative to the gross value of our assets for the taxable year ended December 31, 2024, we do not believe we were a PFIC for 2024. Because PFIC status is determined annually based on our income, assets and activities for the entire taxable year, it is not possible to determine whether we will be characterized as a PFIC for 2025 or any other future year until after the close of that year. While we intend to manage our business so as to avoid PFIC status to the extent consistent with our other business goals, we cannot predict whether our business plans will allow us to avoid PFIC status. In addition, because the market price of the ADSs has fluctuated and is likely to fluctuate in the future and because that market price may affect the determination of whether we are a PFIC, there can be no assurance that we will not be a PFIC for any taxable year.

If we are a PFIC for a given year, and you are a U.S. Holder, then unless you make one of the elections described below, a special tax regime will apply to both (a) any “excess distribution” by us to you for the year (defined as your ratable portion of distributions in the year which are greater than 125% of the average annual distribution received by you in the shorter of the three preceding years or your holding period for the ADSs) and (b) any gain realized on the sale or other disposition (including a pledge) of the ADSs. Under this regime, any excess distribution and realized gain will be treated as ordinary income and will be subject to tax as if (i) the excess distribution or gain had been realized ratably over your holding period, (ii) the amount deemed realized in each year had been subject to tax in each year of that holding period at the highest marginal rate for such year (other than income allocated to the current period or any taxable period before we became a PFIC, which would be subject to tax at the U.S. Holder’s regular ordinary income rate for the current year and would not be subject to the interest charge discussed below), and (iii) the interest charge applicable to underpayments of tax had been imposed on the taxes deemed to have been payable in those years. In addition, the tax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for such years, and dividend distributions made to you will not qualify for the lower rates of taxation applicable to long-term capital gains discussed above under “Distributions with Respect to ADSs.”

Certain elections are available to U.S. Holders of shares that may serve to alleviate some of the adverse tax consequences of PFIC status described above. One such election is a qualified electing fund, or a QEF, election, under which you would be required to include in income on a current basis your pro rata share of our ordinary earnings as ordinary income and your pro rata share of our net capital gains as capital gain. However, we do not expect to provide to U.S. Holders the information needed to report income and gain pursuant to a QEF election, and we make no undertaking to provide such information in the event that we are a PFIC.

Under an alternative tax regime, you may also avoid certain adverse tax consequences relating to PFIC status discussed above by making a mark-to-market election with respect to your ADSs, provided that the ADSs are “marketable.” The ADSs will be marketable if they are regularly traded on certain U.S. stock exchanges, including the NYSE, or on certain non-U.S. stock exchanges. For these purposes, the ADSs will be considered regularly traded during any calendar year during which they are traded, other than in negligible quantities, on at least 15 days during each calendar quarter.

U.S. Holders should be aware, however, that if we are determined to be a PFIC, the interest charge regime described above could be applied to indirect distributions or gains deemed to be attributable to U.S. Holders in respect of any of our subsidiaries that also may be determined to be a PFIC, and the mark-to-market election would not be effective for such subsidiaries.

If you choose to make a mark-to-market election, you would recognize as ordinary income or loss each year in which we are a PFIC an amount equal to the difference as of the close of the taxable year between the fair market value of your ADSs and your adjusted tax basis in your ADSs. Losses would be allowed only to the extent of net mark-to-market gain previously included by you under the election for prior taxable years. If the mark-to-market election were made, then the PFIC rules described above relating to excess distributions and realized gains would not apply for periods covered by the election. If you do not make a mark-to-market election for the first taxable year in which we are a PFIC during your holding period of the ADSs, you would be subject to interest charges with respect to the inclusion of ordinary income attributable to each taxable year in which we were a PFIC during your holding period before the effective date of such election.

A U.S. Holder who is a direct or “indirect” holder of stock of a PFIC must file United States Internal Revenue Service Form 8621 in respect of such PFIC for a taxable year in the circumstances described in the United States Treasury Regulations. If we are a PFIC for a given taxable year, you are encouraged to consult your tax advisor concerning the availability and consequences of making any of the elections mentioned above, as well as concerning your annual filing requirements.

Medicare Tax

A United States person that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, is subject to a 3.8% tax on net investment income in excess of certain amounts. In the case of an individual, the tax is imposed on the lesser of (1) the United States person’s “net investment income” for the relevant taxable year and (2) the excess of the United States person’s modified adjusted gross income for the taxable year over $250,000 (in the case of a taxpayer filing a joint return or a surviving spouse), $125,000 (in the case of a married taxpayer filing a separate return) or $200,000 (in any other case). In the case of an estate or trust, the tax is imposed on the lesser of (1) the entity’s “undistributed net investment income” for the taxable year and (2) the excess (if any) of the entity’s “adjusted gross income” over the dollar amount at which the highest tax bracket begins for such entity. A holder’s net investment income will include its gross dividend income and its net gains from the disposition of ADSs unless such dividends or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). If you are a United States person that is an individual, estate or trust, you are encouraged to consult your tax advisors regarding the applicability of the Medicare tax to your income and gains in respect of your investment in the ADSs.

Information with Respect to Foreign Financial Assets

Individuals who own “specified foreign financial assets” with an aggregate value in excess of $50,000 are required to file an information report with respect to such assets with their tax returns. “Specified foreign financial assets” include any financial accounts maintained by foreign financial institutions, as well as any of the following, but only if they are not held in accounts maintained by financial institutions: (i) stocks and securities, including ADSs. issued by non-U.S. persons, (ii) financial instruments and contracts held for investment that have non-U.S. issuers or counterparties and (iii) interests in foreign entities. U.S. holders that are individuals are encouraged to consult their tax advisors regarding the application of this reporting requirement as it relates to their ownership of ADSs.

Backup Withholding Tax and Information Reporting Requirements

United States backup withholding tax and information reporting requirements apply to certain payments to certain non-corporate holders of stock. Information reporting will apply to payments of dividends on, and to proceeds from the sale or redemption of, the ADSs made within the United States, or by a United States payor or United States middleman, to a holder of the ADSs, other than an exempt recipient, including a corporation, a payee that is not a United States person that provides an appropriate certification and certain other persons. A payor will be required to withhold backup withholding tax from any payments of dividends on, or the proceeds from the sale or redemption of, ADSs within the United States, or by a United States payor or United States middleman, to a holder, other than an exempt recipient, if such holder fails to furnish its correct taxpayer identification number or otherwise fails to comply with, or establish an exemption from, such backup withholding tax requirements. Any amounts withheld under the backup withholding rules will be allowed as a refund or credit against the beneficial owner’s United States federal income tax liability, if any, provided that the required information is timely furnished to the IRS.

French Material Tax Consequences

The following is a description of the material French tax consequences of the acquisition, ownership and disposition of the ADSs by a U.S. Holder. This description is based on applicable tax laws, regulations and judicial decisions as of the date of this annual report, and, where applicable, the Convention between the United States of America and the French Republic for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital, dated August 31, 1994, as amended from time to time (the “U.S. Treaty”).

This description is based in part upon the representation of the custodian and the assumption that each obligation in the Depositary Agreement with the depositary relating to your ADRs and any related agreement will be performed in accordance with their terms.

The following is a description of the principal tax effect on U.S. Holders for the purposes of French tax if, all of the following points apply:

•the U.S. Holder owns, directly, indirectly or constructively, less than 10% of the Company capital and dividend rights;

•the U.S. Holder is entitled to the benefits of the U.S. Treaty (including under the “limitation on benefits” article of the U.S. Treaty);

•the U.S. Holder does not hold the ADSs through a permanent establishment or a fixed base in France;

•the U.S. Holder is not multi-resident and is considered as a U.S. resident under the U.S. Treaty;

•the U.S. Holder does not hold the ADSs through a non-U.S. based pass-through entity; and

•the U.S. Holder does not receive dividend, capital gains or other payments on the ADSs on an account located in a Non-cooperative State as defined in Article 238-0 A of the French General Tax Code and as mentioned in a list published by the French tax authorities as amended from time to time (punitive tax measures targeting Non-cooperative States apply as from the beginning of the third month following the inclusion of a jurisdiction on the list).

A U.S. Holder to whom all the above requirements apply will be hereafter defined as a Qualifying U.S. Holder.

This description is relevant only to holders of ADSs who are Qualifying U.S. Holders.

For purposes of the U.S. Treaty Qualifying U.S. Holders of ADSs will be treated as the owners of Company’s ordinary shares represented by such ADSs.

Special rules apply to U.S. expatriates, trusts, insurance companies, pass-through entities and investors in such entities, tax-exempt organizations, financial institutions, persons subject to the alternative minimum tax and securities broker-dealers, among others. Those special rules are not discussed in this annual report and the below rules may not apply.

Holders of Company ADSs are encouraged to consult their own tax advisors as to the particular tax consequences to them of owning the ADSs, including their eligibility for benefits under the U.S. Treaty, the application and effect of state, local, foreign and other tax laws and possible changes in tax laws or in their interpretation.

Taxation of Dividends

Dividends paid by a French company to corporate non-French holders are subject to a withholding tax at a rate equal to the standard corporate income tax rate (i.e., 25% since 2022). Such withholding tax rates can be increased to 75% if the dividend is paid towards Non-cooperative States or territories (as mentioned above) irrespective of the tax residence of the beneficiary of the dividends. Such withholding tax rates may, however, be reduced or eliminated by application of a tax treaty with France.

Dividends paid by a French company to individual non-French holders are generally subject to a 12.8% withholding tax. Such withholding tax rate can be increased to 75% if the dividend is paid towards Non-cooperative States or territories (as mentioned above) irrespective of the tax residence of the beneficiary of the dividends. Such withholding tax rate may, however, be reduced or eliminated by application of a tax treaty with France.

Taxation of Capital Gains

A Qualifying U.S. Holder will not be subject to any French income or withholding tax on any capital gain realized upon the sale or exchange of ADSs of the Company.

Estate and Gift Taxes

Under the Convention between the United States of America and the French Republic for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Estates, Inheritance and Gifts, dated November 24, 1978 (as amended from time to time), if a U.S. Holder transfers his or her shares by gift or by reason of the U.S. Holder’s death, that transfer will not be subject to French gift or inheritance tax unless the U.S. Holder is domiciled in France at the time of making the gift or at the time of his or her death or if the shares are held for use in the conduct of a business or profession through a permanent establishment or a fixed base in France.

Wealth Tax

As of January 1, 2018, the French wealth tax namely the Impôt de Solidarité sur la Fortune (“ISF”) is replaced by the Impôt sur la Fortune Immobilière (“IFI”). The IFI generally applies to real estate assets to the extent that their net value exceeds €1,300,000 as of January 1 of the relevant year. Therefore, all other movable assets (tangible assets, shares, life insurance, cash, etc.) are excluded from the tax base, unless their underlying assets (direct or indirect) consist of real estate assets or rights. However, a general exclusion applies to real estate assets owned by companies pursuing a commercial, industrial, craft, agricultural or liberal activity when the taxpayer (together with the members of its tax household) holds directly or indirectly less than 10% of the share capital or the voting rights of the company. As a result, Qualifying U.S. Holders will not be subject to French IFI in respect of their shareholding in the Company.


F.			Dividends and Paying Agents

Not applicable.


G.			Statement by Experts

Not applicable.


H.			Documents on Display

We are currently subject to the informational requirements of the Exchange Act applicable to foreign private issuers and fulfill the obligations of these requirements by filing reports with the Securities and Exchange Commission. As a foreign private issuer, we are exempt from the rules under the Exchange Act relating to the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the Securities and Exchange Commission as frequently or as promptly as United States companies whose securities are registered under the Exchange Act. However, we intend to file with the Securities and Exchange Commission, within 120 days after the end of each subsequent fiscal year, an annual report on Form 20-F containing financial statements which will be examined and reported on, with an opinion expressed, by an independent public accounting firm. We also intend to file with the Securities and Exchange Commission reports on Form 6-K containing unaudited financial information for the first three quarters of each fiscal year.

As a foreign private issuer, our officers and directors are not required to report insider transactions on Form 3s and Form 4s under Section 16 of the Securities Exchange Act of 1934.

The Securities and Exchange Commission maintains an Internet site that contains reports and other information regarding issuers that file electronically with the Securities and Exchange Commission. Our filings with the Securities and Exchange Commission are available to the public through this web site at http://www.sec.gov.


I.			Subsidiary Information

Not applicable.

Item 11. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

We had cash and cash equivalents and short-term investments totaling $10.7 million, $5.7 million and $62.1 million, at December 31, 2022, 2023 and 2024, respectively. Our cash and cash equivalents consist of cash in commercial bank accounts and investments in money market funds. Short-term investments are investments in term deposits with terms of 90 days or less. The primary objectives of our investment activities are to preserve principal and provide liquidity without significantly increasing risk.

Our cash and cash equivalents are held for working capital purposes. We do not enter into investments for trading or speculative purposes.

Our exposure to interest rate risk primarily relates to the interest income generated by excess cash invested in term deposits. Due to the short-term and highly liquid nature of our portfolio, a movement in interest rates of 100 basis points during 2024 would have an effect of approximately $125,000 on interest income.

Foreign Currency Risk

We use the U.S. dollar as the functional currency of Sequans Communications S.A. Substantially all of our sales are denominated in U.S. dollars. Therefore, we have very limited foreign currency risk associated with our revenue. The payment terms of our significant supply chain vendors are also denominated in U.S. dollars. We incur operating expenses and hold assets and liabilities denominated in currencies other than the U.S. dollar, principally the euro. In addition, we have limited exposure to the British pound sterling, the New Israeli shekel, the Taiwan dollar, the Chinese yuan and the Japanese yen. As a result, our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates, primarily the U.S. dollar to euro exchange rate. As we grow our operations, our exposure to foreign currency risk could become more significant. If there had been a 10% increase or decrease in the exchange rate of the U.S. dollar to the euro, based on the weighted average rate of exchange in our financial statements for the year ending December 31, 2024, we estimate the impact, in absolute terms, on operating expenses and on financial liabilities for 2024, would have been $3.5 million.

From time to time, we have entered into foreign currency hedging contracts primarily to reduce the impact of variations in the U.S. dollar to euro exchange rate on our operating expenses denominated in euros. Currently, we do not expect to enter into foreign currency exchange contracts for trading or speculative purposes.

Item 12. Description of Securities Other than Equity Securities


A.			Debt Securities

Not applicable.


B.			Warrants and Rights

Not applicable.


C.			Other Securities

Not applicable.


D.			American Depositary Shares

The Bank of New York Mellon, as depositary, registers and delivers our ADSs. Each ADS represents ten ordinary shares (or a right to receive ten ordinary shares) deposited with the principal Paris office of Société Générale or any successor, as custodian for the depositary. Each ADS will also represent any other securities, cash or other property which may be held by the depositary in respect of the depositary facility. A copy of our Amended and Restated Deposit Agreement among us, the depositary, owners and holders of ADSs was filed with the SEC as an exhibit to our Form 6-K filed November 16, 2020.

Fees and Expenses

Pursuant to the terms of the deposit agreement, we will be paying all fees and expenses relating to the ADSs on behalf of the holders. However, in the future that arrangement may be changed, at our option, such that the holders will be required to pay the following fees:



Persons depositing or withdrawing ordinary shares or ADS holders must pay:						For:

$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)						• Issue of ADSs, including issues resulting from a distribution of ordinary shares or rights or other property • Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates

$0.05 (or less) per ADS						• Any cash distribution to ADS holders

A fee equivalent to the fee that would be payable if securities distributed to you had been ordinary shares and the shares had been deposited for issue of ADSs						• Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADS holders

$0.05 (or less) per ADSs per calendar year						• Depositary services

Registration or transfer fees						• Transfer and registration of ordinary shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares

Expenses of the depositary						• Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement) • converting foreign currency to U.S. dollars

Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes						• As necessary

Any charges incurred by the depositary or its agents for servicing the deposited securities						• As necessary

The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing ordinary shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may generally refuse to provide for-fee services until its fees for those services are paid.

Holders of ADS are responsible for any taxes or other governmental charges payable on the holders’ ADSs or on the deposited securities represented by any of ADSs. The depositary may refuse to register any transfer of the holders’ ADSs or allow the holder to withdraw the deposited securities represented by the holders’ ADSs until such taxes or other charges are paid. It may apply payments owed to the holder or sell deposited securities represented by the holders’ ADSs to pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any property, remaining after it has paid the taxes.

PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies

None.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

Not applicable.

Item 15. Controls and Procedures

Disclosure Controls and Procedures

Our chief executive officer and chief financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of December 31, 2024, have concluded that, as of such date, as a result of the material weaknesses related to our internal control over financial reporting detailed below, our disclosure controls and procedures were not effective at a reasonable level of assurance and accordingly, are not effective in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure and that such information is accurately recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.

Management Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting.

Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS and includes those policies and procedures that:

•Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

•Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

•Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use of disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting, as of December 31, 2024. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013 Framework).

Based on the assessment performed by our management, as of December 31, 2024, we identified two material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

In the context of a number of significant non-routine transactions and complex accounting matters that took place in 2024, including the termination of the Renesas tender offer to buy the Company, debt restructuring and the Qualcomm transaction, we identified a first material weakness whereby we determined that management’s review controls and other controls over the accounting and presentation of certain transactions were not adequately designed or operated to address the accounting and presentation requirements of International Financial Reporting Standards.

In addition, our management identified a second material weakness related to controls over routine transactions (including the control over the estimate of inventory valuation allowance at period end and management review of data provided by experts) which did not operate in a timely manner to prevent, or detect and correct, errors in the financial statements. This included proper evaluation of all relevant accounting standards for these transactions. This resulted from a lack of sufficient personnel to consistently execute appropriate oversight and formal documentation of accounting processes and required control activities in a timely manner given the number of non-routine transactions that had to be addressed by the same personnel.

Based on the aforementioned material weaknesses, our management concluded that the Company’s system of internal control over financial reporting was not effective as of December 31, 2024.

As part of our plan for remediation, our management is evaluating our control framework for non-routine and complex transactions and, considering delaying the timing of the publication of unaudited, preliminary results to provide more time for the finance team to complete and document all controls and challenge accounting and presentation for these transactions. In addition, in order to reinforce our finance team, we are contemplating additional training and evaluating hiring needs to ensure appropriate oversight and timely control activities.

Attestation Report of the Independent Registered Public Accounting Firm

Because we qualify as a non-accelerated filer, this Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting as required by Section 404(b) of the Sarbanes Oxley Act of 2002.

Changes in Internal Control Over Financial Reporting

Except for the material weaknesses discussed above, there were no changes in our internal control over financial reporting that occurred during the period covered by this Annual Report that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

Item 16A. Audit Committee Financial Expert

Our Board has determined that Mr. de Pesquidoux is an audit committee financial expert as defined by the Securities and Exchange Commission rules and has the requisite financial sophistication under the applicable rules and regulations of the New York Stock Exchange. Mr. de Pesquidoux is independent as such term is defined in Rule 10A-3(b)(1) under the Exchange Act and under the listing standards of the New York Stock Exchange.

Item 16B. Code of Ethics

We have adopted a Code of Ethics that applies to the Company’s chief executive officer, chief financial officer and other senior financial officers, including the Company’s principal accounting officer. We have posted this code on our corporate website at https://www.sequans.com/company/investor-relations/corporate-governance/.

Item 16C. Principal Accountant Fees and Services

Ernst & Young Audit has served as our independent registered public accounting firm for 2023 and 2024. Our accountants billed the following fees to us for professional services in each of those fiscal years:


	2023		2024
	(euros in thousands)
Audit Fees	€	590	€	567
Audit-Related Fees	—		—
Tax Fees	—		—
All Other Fees	—		—
Total	€	590	€	567

“Audit Fees” are the aggregate fees billed for the audit of our annual financial statements. This category also includes services that generally the independent accountant provides, such as consents, provision of comfort letters, and assistance with and review of documents filed with the SEC. “Audit-Related Fees” are the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit and are not reported under Audit Fees. These fees include mainly accounting consultations regarding the accounting treatment of matters that occur in the regular course of business, implications of new accounting pronouncements and other accounting issues that occur from time to time. There were no “Tax Fees” or “Other Fees” billed or paid during 2023 or 2024.

Our audit committee has adopted a pre-approval policy for the engagement of our independent accountant to perform certain audit and non-audit services. Pursuant to this policy, which is designed to assure that such engagements do not impair the independence of our auditors, the audit committee pre-approves annually a catalog of specific audit and non-audit services in the categories of audit service, audit-related service and tax services that may be performed by our independent accountants.

Item 16D. Exemptions from the Listing Standards for Audit Committees

Not applicable.

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Not applicable.

Item 16F. Change in Registrant’s Certifying Accountant

Not applicable.

Item 16G. Corporate Governance

As a foreign private issuer listed on the NYSE, we are subject to NYSE corporate governance listing standards. However, NYSE rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Currently, we rely on the NYSE Listed Company Manual with respect to our corporate governance to the extent possible under French law. The following are the significant ways in which our corporate governance practices differ from those required for U.S. companies listed on the NYSE.

•Audit Committee—Our audit committee is responsible for organizing for selecting our statutory auditors and making a recommendation to our board of directors regarding their chose and terms of compensation. As required by French law, the actual appointment of the statutory auditors is made by our shareholders at a general meeting of the shareholders. According to the Audit Committee Charter, our audit committee has the authority to engage advisors and determine appropriate funding for payment of compensation to an independent auditor or other advisors necessary or appropriate to aid the committee in carrying out its responsibilities.

•Executive Sessions/Communications with Independent Directors—French law does not require (and we do not currently provide) for our independent directors to meet regularly without management, nor does it require the independent directors to meet alone in executive session at least once a year. However, if our independent directors decide to do so, they may do so. In addition, French law does not require (and we do not currently provide) a method for interested parties to communicate with our independent directors.

•Equity Compensation Plans—Under French law, we must obtain shareholder approval at a general meeting of the shareholders in order to adopt an equity compensation plan. Generally, the shareholders then delegate to our board of directors the authority to decide on the specific terms of the granting of equity compensation, within the limits of the shareholders’ authorization.

•Corporate Governance Guidelines—We have adopted a Board Internal Charter as required by French law that sets forth certain corporate governance practices of our board under French law. This Board Internal Charter does not cover all items required by the NYSE Listed Company Manual for U.S. companies listed on the NYSE.

Item 16H. Mine Safety Disclosure

Not applicable.

Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Item 16J. Insider Trading Policy

The Company has adopted an insider trading policy governing the purchase, sale, and other dispositions of our securities by directors, officers, employees and other persons in a special relationship with the Company. A copy of our insider trading policy was filed with the SEC as an exhibit to our 2023 Form 20-F filed May 15, 2024 and is incorporated herein by reference.

Item 16K. Cybersecurity

Cybersecurity Risk Management and Strategy

We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats, as such term is defined in Form 20-F, Part II, Item 16K(a). These risks include, among other things, operational risks; intellectual property theft; fraud; extortion; harm to employees or customers; violation of privacy or security laws and other litigation and legal risk; and reputational risks.

We also maintain an incident response plan to coordinate the activities we take to protect against, detect, respond to and remediate cybersecurity incidents, as such term is defined in Form 20-F, Part II, Item 16K(a), as well as to comply with potentially applicable legal obligations and mitigate brand and reputational damage.

We have implemented several cybersecurity processes, technologies, and controls to aid in our efforts to identify, assess, and manage material risks, as well as to test and improve our incident response plan. Our approach includes, among other things:

• conducting regular network and endpoint monitoring designed to identify threat risks on our information systems, as such term is defined in Form 20-F, Part II, Item 16K(a); • performing RBAC (role based access control) to groups of employees by isolating assets of each group, applying minimal rights for each group and ensuring that assets are not accessible from public network but only via a VPN;

• using basic open source software to detect intrusions;

• implementing disaster recovery procedures and multiple site redundancy;

• introduction in 2023 of new tools, applications, policies and cyber procedures based on a transition to Microsoft 365 for mails, files sharing and communication of essential assets and to Teams with Microsoft 365 Standard Security providing a baseline protection profile that protects against spam, phishing, and malware threats;

• a planned unification of credential management in 2025 through a Single Sign-On (SSO) solution and enforcement of Multi-Factor Authentication (MFA) across critical systems to further strengthen access security; and

• general policy and practice requiring employees, as well as third-parties who provide services on our behalf, to treat customer information and data with care.

These approaches vary in maturity across the business and we work to continually improve them.

Our process for identifying and assessing material risks from cybersecurity threats operates alongside our broader overall risk assessment process, covering all company risks. As part of this process appropriate disclosure personnel will collaborate with subject matter specialists, as necessary, to gather insights for identifying and assessing material cybersecurity threat risks, their severity, and potential mitigations.

As part of the above approach and processes, we regularly engage with auditors to help identify areas for continued focus, improvement and/or compliance.

In our risk factors, we describe whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition. See our risk factor disclosures at Item 3D of this Annual Report on Form 20-F.

In the last three fiscal years, we have not experienced any material cybersecurity incidents and the expenses we have incurred from cybersecurity incidents were immaterial. This includes penalties and settlements of which there were none.

Cybersecurity Governance

Cybersecurity is an important part of our risk management processes and an area of increasing focus for the Company's board of directors (the “Board”) and management.

As part of our entire Board’s operational risk management responsibilities, the Board provides oversight of risks from cybersecurity threats. The Audit Committee has been designated with the responsibility to regularly review the Company’s processes and procedures around managing cybersecurity threat risks and cybersecurity incidents. At least semi-annually, the Audit Committee receives an overview from management of our cybersecurity threat risk management and strategy processes covering topics such as data security posture, results from third-party assessments, progress towards pre-determined risk-mitigation-related goals, our incident response plan, and cybersecurity threat risks or incidents and developments, as well as the steps management has taken to respond to such risks.

Our cybersecurity risk management and strategy processes, which are discussed in greater detail above, are led by our Director of Information Systems (DIS), who has over 34 years of work experience in various roles in computer science and enterprise/solution/software architecture.

Throughout his career, our DIS has served in pivotal roles in our and other companies, including as Chief Information Officer, overseeing strategic initiatives and driving technological advancements. Notably, he led the implementation of security solutions for a public university with over 75,000 students and 3,000 teachers, ensuring robust protection of sensitive data. His expertise spans enterprise and systems architecture, software engineering, database management, and end-user computing, aligning closely with the multifaceted demands of modern cybersecurity. He has navigated complex regulatory landscapes, ensuring compliance with industry standards and regulatory requirements. His academic background as a lecturer, reinforced by practical experience, includes a Bachelor of Science and Master of Science degrees in Engineering from the French École Nationale Supérieure d'Electrotechnique, d'Electronique, d'Informatique, d'Hydraulique et des Télécommunications (ENSEEIHT), providing a strong foundation for addressing the evolving challenges of information security and cybersecurity strategy.

These members of management are informed about and monitor the prevention, mitigation, detection, and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy processes described above.

PART III

Item 17. Financial Statements

See pages F-1 through F-61 of this annual report.

Item 18. Financial Statements

Not applicable.

Item 19. Exhibits


Exhibit Number			Description of Exhibit
1.1*			By-laws (statuts) of Sequans Communications S.A. effective December 10, 2024 (English translation)
2.2			Deposit Agreement among Sequans Communications S.A., The Bank of New York Mellon and owners and holders of American Depositary Shares (incorporated by reference to Exhibit 4.1 to Sequans Communications S.A.’s Report on Form 6-K filed with the SEC on November 16, 2020)
2.3			Form of American Depositary Receipt (included in Exhibit 2.2)
2.4*			Description of Rights of Each Class of Securities Registered under Section 12 of the Securities Exchange Act of 1934 1934
2.5			Amendment to amended and restated Deposit Agreement among Sequans Communications S.A., The Bank of New York Mellon and owners and holders of American Depositary Shares (incorporated by reference to Exhibit B to the Form F-6 filed by Sequans Communications S.A. with the SEC on September 11, 2023).
4.1(a)			Stock Option Subscription Plan—2015-1 (incorporated by reference to Exhibit 4.1(e) to Sequans Communications S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2015, filed with the SEC on April 29, 2016)
4.1(b)			Stock Option Subscription Plan—2016-1 (incorporated by reference to Exhibit 99.1 to Registration No. 333-214444, filed with the SEC on November 4, 2016)
4.2(a )			BSA (Warrants) Issuance Agreement, dated June 29, 2015 (incorporated by reference to Exhibit 4.17 to Sequans Communications S.A.'s Annual Report on Form 20-F for the fiscal year ended December 31, 2015, filed with the SEC on April 29, 2016)
4.2(b )			BSA (Warrants) Subscription Plan 2016-1 (incorporated by reference to Exhibit 99.3 to Registration No. 333-214444, filed with the SEC on November 4, 2016)
4.2(c )			BSA (Warrants) Subscription Plan 2016-2 (incorporated by reference to Exhibit 99.4 to Registration No. 333-214444, filed with the SEC on November 4, 2016)
4.2(d )			BSA (Warrants) Issuance Agreement, dated June 28, 2016 (incorporated by reference to Exhibit 99.5 to Registration No. 333-214444, filed with the SEC on November 4, 2016)
4.2(e )			BSA (Warrants) Issuance Agreement, dated June 30, 2017 (incorporated by reference to Exhibit 99.5 to Registration No. 333-219430, filed with the SEC on July 24, 2017)
4.2(f )			BSA 2018-1 (Warrants) Issuance Agreement (incorporated by reference to Exhibit 99.4 to Registration No. 333-226458, filed with the SEC on July 31, 2018)
4.2(g )			BSA (Warrants) Issuance Agreement, dated June 29, 2018 (incorporated by reference to Exhibit 99.6 to Registration No. 333-226458, filed with the SEC on July 31, 2018)
4.2(h )			BSA (Warrants) Issuance Agreement, dated July 1, 2019 (incorporated by reference to Exhibit 99.6 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-233473, filed with the SEC on August 27, 2019)
4.2(i )			BSA 2020-1 (Warrants) Issuance Agreement (incorporated by reference to Exhibit 99.4 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-239968, filed with the SEC on July 21, 2020)
4.2(j )			BSA (Warrants) Issuance Agreement, dated June 29, 2020 (incorporated by reference to Exhibit 99.6 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-239968, filed with the SEC on July 21, 2020)
4.2(k )			Director Warrants Issuance Agreement, Dated June 25, 2021 (incorporated by reference to Exhibit 99.6 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-259914, filed with the SEC on September 30, 2021


Exhibit Number			Description of Exhibit
4.2(l )			Partner Warrants 2022-1 Issuance Agreement 2021 (incorporated by reference to Exhibit 99.4 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-266481, filed with the SEC on August 3, 2022)
4.2(m )			Director Warrants Issuance Agreement, Dated June 24, 2022 (incorporated by reference to Exhibit 99.6 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-266481, filed with the SEC on August 3, 2022)
4.2(n )			Director Warrants Issuance Agreement, Dated June 27, 2023 (incorporated by reference to Exhibit 4.2(z) to Sequans Communications S.A.'s Annual Report on Form 20-F or the fiscal year ended December 31, 2023, filed with the SEC on May 15, 2024)
4.2(o )			Partner Warrants 2023-1 Issuance Agreement 2023 (incorporated by reference to Exhibit 4.2(aa) to Sequans Communications S.A.'s Annual Report on Form 20-F or the fiscal year ended December 31, 2023, filed with the SEC on May 15, 2024)
4.2 (p)*			Director Warrants Issuance Agreement, Dated June 28, 2024
4.2 (q)*			Partner Warrants 2024 Issuance Agreement 2024
4.3(a )			Restricted Share Award Plan 2020-1 (incorporated by reference to Exhibit 99.2 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-239968, filed with the SEC on July 21, 2020
4.3(b )			Restricted Share Award Plan 2020-2 (incorporated by reference to Exhibit 99.3 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-239968, filed with the SEC on July 21, 2020
4.3(c )			Restricted Share Award Plan 2021-1 (incorporated by reference to Exhibit 99.2 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-259914, filed with the SEC on September 30, 2021
4.3(d )			Restricted Share Award Plan 2021-2 (incorporated by reference to Exhibit 99.3 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-259914, filed with the SEC on September 30, 2021
4.3(e )			Restricted Share Award Plan 2022-1 (incorporated by reference to Exhibit 99.2 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-266481, filed with the SEC on August 3, 2022)
4.3(f )			Restricted Share Award Plan 2022-2 (incorporated by reference to Exhibit 99.3 to Sequans Communications S.A.’s Registration Statement on Form S-8, File Number 333-266481, filed with the SEC on August 3, 2022)
4.3(g )			Restricted Share Award Plan 2023-1 (incorporated by reference to Exhibit 4.3(i) to Sequans Communications S.A.'s Annual Report on Form 20-F or the fiscal year ended December 31, 2023, filed with the SEC on May 15, 2024)
4.3(h )*			Restricted Share Award Plan 2024
4.4(a)			COVID-19 economic support loan agreement by and between Bpifrance Financement and Sequans Communications S.A. dated April 30, 2020 (English translation) (incorporated by reference to Exhibit 4.4(c) to Sequans Communications S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2020, filed with the SEC on April 1, 2021
4.9(a)*			Asset Purchase Agreement by and among Sequans Communications S.A., Qualcomm Technologies, Inc., Qualcomm France S.A.R.L., and Qualcomm Technologies International, Ltd. dated August 22, 2024 †
4.9(b)*			License of Acquired IP by and between Sequans Communications S.A. and Qualcomm Technologies, Inc. dated September 30 2024 †
8.1*			List of Subsidiaries
11.1			Corporate Insider Trading Policy (incorporated by reference to Exhibit 11.1 to Sequans Communications S.A.'s 2023 Annual Report on Form 20-F filed with the SEC on May 15, 2024)
12.1*			Certificate of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002
12.2*			Certificate of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002
13.1*			Certificate of Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002
13.2*			Certificate of Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002
15.1*			Consent of Ernst & Young Audit, independent registered public accounting firm
97.1			Compensation Recovery Policy (incorporated by reference to Exhibit 97.1(i) to Sequans Communications S.A.'s Annual Report on Form 20-F or the fiscal year ended December 31, 2023, filed with the SEC on May 15, 2024)


*			Filed herewith.
†			Portions of this exhibit (indicated by asterisks) have been omitted pursuant to clause 4(a) of the Instructions as to Exhibits of Form 20-F, which portions will be furnished to the SEC upon request.

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.



Sequans Communications S.A.

By:			/s/ Dr. Georges Karam
			Name: Dr. Georges Karam
			Title: Chief Executive Officer and Chairman

Date: April 30, 2025

Table of Contents

Sequans Communications S.A.

Index to the Consolidated Financial Statements


			Page
Report of Independent Registered Public Accounting Firm to the Board of Directors and Shareholders of Sequans Communications S.A. (PCAOB ID 01692)			F-2
Consolidated Statements of Operations for the years ended December 31, 202 2 , 202 3 and 20 24			F-4
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 202 2 , 202 3 and 202 4			F-5
Consolidated Statements of Financial Position at December 31, 202 2 , 202 3 and 202 4			F-6
Consolidated Statements of Changes in Equity at December 31, 20 22 , 202 3 and 20 24			F-7
Consolidated Statements of Cash Flows for the years ended December 31, 202 2, 202 3 and 202 4			F-9
Notes to the Consolidated Financial Statements			F-9

F-1

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Sequans Communications S.A.:

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of Sequans Communications S.A. (the Company) as of December 31, 2022, 2023 and 2024, the related consolidated statements of operations, comprehensive income (loss), changes in equity (deficit) and cash flow for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, 2023 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

F-2


			Allocation of the transaction price in relation to the asset purchase agreement with Qualcomm Technologies, Inc. (“Qualcomm”)
Description of the Matter			As more fully disclosed in Note 3 of the consolidated financial statements, the Company executed an Asset Purchase Agreement with Qualcomm (the “Qualcomm APA”), which resulted in Qualcomm acquiring the intellectual property for the Company's two main 4G products (Monarch2 and Calliope2) and certain physical assets, as well as receiving a license to the entire patent portfolio of the Company and a license to the Company's partially developed 5G broadband platform, and the license back to the Company of the acquired Monarch2 and Calliope2 4G IP (the “IP Relicense”). Consideration from Qualcomm consisted of cash of $ 200 million, as well as the assumption of certain liabilities by Qualcomm and the IP Relicense. Auditing management’s estimates of the fair values of the various intangible assets sold or licensed to Qualcomm, in particular the valuation of the Company’s partially developed 5G broadband platform, required complex auditor judgment, given the lack of comparable transactions. In addition, there was a high degree of auditor judgment required to determine and evaluate the distinct performance obligations contained in the Qualcomm APA.

How We Addressed the Matter in Our Audit			To audit management’s determination of the distinct performance obligations contained in the Qualcomm APA, our procedures included, among others, reading the executed Qualcomm APA, to understand the significant contractual terms, and evaluating management’s conclusions regarding the distinct performance obligations. To test management’s estimated fair value of the partially developed 5G broadband platform, among other procedures, we investigated whether other comparable transactions had occurred in the market and, given their absence, assessed the characteristics, including relative comparability, of the inputs and assumptions used by management to determine the fair value, to other sales made by and offers made to the Company, for 5G licenses. We assessed the adequacy of the Company’s disclosures in respect to the Qualcomm APA against the requirements of IFRS 15.

/s/ Ernst & Young Audit

We have served as the Company’s auditor since 2008.

Paris-La Défense, France

April 30, 2025

F-3

Table of Contents

Sequans Communications S.A.

Consolidated Statements of Operations


		Year ended December 31,
	Note	2022		2023		2024
		(in thousands, except share, ADS and per share and ADS amounts)
Revenue:
Product revenue		$	22,974	$	8,060	$	12,007
License and services revenue		37,577		25,556		24,824
Total revenue	4	60,551		33,616		36,831
Cost of revenue	5.2	(17,671)		(9,476)		(9,092)
Gross profit		42,880		24,140		27,739
Operating income (expenses):
Gain on sale of 4G intangible and tangible assets, net	3	—		—		153,129
Research and development	5.4	(26,610)		(26,124)		(28,527)
Sales and marketing		(10,027)		(11,861)		(11,773)
General and administrative		(10,082)		(15,993)		(14,402)
Impairment of 5G broadband platform intangible and tangible assets	9	—		—		(56,633)
Total operating income (expenses)	5.2	(46,719)		(53,978)		41,794
Operating income (loss)		(3,839)		(29,838)		69,533
Financial income (expense):
Interest expense	5.1	(10,925)		(11,409)		(23,728)
Interest income	5.1	68		176		850
Debt amendments	15.1- 15.2-17.3	476		247		13,952
Change in fair value of convertible debt derivative	14.1	6,878		3,200		3
Foreign exchange gain (loss), net	5.1	1,082		(692)		494
Income (loss) before income taxes		(6,260)		(38,316)		61,104
Income tax benefit (expense)	6	(2,748)		(2,674)		(3,537)
Net profit (loss)		$	(9,008)	$	(40,990)	$	57,567
Attributable to:
Shareholders of the parent		$	(9,008)	$	(40,990)	$	57,567
Basic earnings (loss) per ordinary share	7	$	(0.05)	$	(0.18)	$	0.23
Diluted earnings (loss) per ordinary share	7	$	(0.05)	$	(0.18)	$	0.20
Weighted average number of shares used for computing:
Basic per ordinary share		184,587,104		225,183,996		248,290,190
Diluted per ordinary share		184,587,104		225,183,996		284,021,015
Basic earnings (loss) per ADS		$	(0.49)	$	(1.82)	$	2.32
Diluted earnings (loss) per ADS		$	(0.49)	$	(1.82)	$	2.03
Weighted average number of ADS used for computing:
Basic per ADS		18,458,710		22,518,400		24,829,019
Diluted per ADS		18,458,710		22,518,400		28,402,102

F-4

Sequans Communications S.A.

Consolidated Statements of Comprehensive Income (Loss)


	Year ended December 31,
	2022		2023		2024
	(in thousands)
Profit (loss) for the year	$	(9,008)	$	(40,990)	$	57,567
Other comprehensive income (loss)
Other comprehensive income (loss) to be reclassified to profit or loss in subsequent years :
Net gain (loss) on cash flow hedge	202		(76)		(183)
Exchange differences on translation of foreign operations	(638)		97		(158)
Net other comprehensive income (loss) to be reclassified to profit or loss in subsequent years	(436)		21		(341)
Other comprehensive income (loss) not to be reclassified to profit or loss in subsequent years :
Re-measurement gains (losses) on defined benefit plans	71		(46)		(39)
Net other comprehensive income (loss) not to be reclassified to profit or loss in subsequent years	71		(46)		(39)
Total other comprehensive income (loss)	(365)		(25)		(380)
Total comprehensive income (loss)	$	(9,373)	$	(41,015)	$	57,187
Attributable to:
Shareholders of the parent	$	(9,373)	$	(41,015)	$	57,187
Non-controlling interests	—		—		—

The following notes form an integral part of the annual financial statements

F-5

Table of Contents

Sequans Communications S.A.

Consolidated Statements of Financial Position


		At December 31,
	Note	2022		2023		2024
	(in thousands)
ASSETS
Non-current assets:
Property, plant and equipment	8	$	8,489	$	6,815	$	4,308
Intangible assets	9	48,705		64,300		5,641
Deposits and other receivables	21.1	783		801		3,246
Other non-current financial assets	21.1	337		360		353
Total non-current assets		58,314		72,276		13,548
Current assets:
Inventories	10	9,387		6,335		2,874
Trade receivables	11	8,494		8,115		4,809
Contract assets	11	176		497		122
Prepaid expenses		1,399		1,422		1,410
Other receivables		5,799		4,958		17,492
Research tax credit receivable	5.4	4,515		9,864		4,184
Short-term deposits	12	5,000		—		53,000
Cash and cash equivalents	12	5,671		5,705		9,093
Total current assets		40,441		36,896		92,984
Total assets		$	98,755	$	109,172	$	106,532
EQUITY (DEFICIT) AND LIABILITIES
Equity (deficit):
Issued capital, euro 0.01 nominal value, 251,408,922 ordinary shares issued and outstanding at December 31, 2024 (246,262,004 at December 31, 2023 with euros 0.01 nominal value and 193,426,478 at December 31, 2022 with euro 0.02 nominal value)	13	$	2,306	$	2,878	$	2,934
Share premium	13	2,418		14,568		14,512
Other capital reserves	14-15	62,870		70,261		74,504
Accumulated deficit		(65,099)		(93,362)		(35,795)
Other components of equity		(391)		(416)		(796)
Total equity (deficit)		2,104		(6,071)		55,359
Non-current liabilities:
Government grant advances and loans	17	6,235		3,256		6,285
Convertible debt	15	43,455		—		—
Convertible debt embedded derivative	15	3,203		—		—
Lease liabilities	16	2,278		1,645		333
Provisions	18	2,196		2,222		1,400
Trade payables	20	1,788		—		—
Deferred tax liabilities	20	258		264		173
Contract liabilities	20	404		—		809
Total non-current liabilities		59,817		7,387		9,000
Current liabilities:
Trade payables	19	9,342		16,281		6,106
Interest-bearing financing of receivables	15	7,723		9,544		3,742
Convertible debt	15	—		52,278		—
Convertible debt embedded derivative	15	—		3		—
Lease liabilities	16	1,291		1,471		1,439
Unsecured related party loan	15	—		8,922		—
Government grant advances and loans	17	4,159		4,606		5,864
Other current liabilities and provisions	19	8,355		8,899		11,174
Income tax liabilities of the parent company		—		—		2,827
Contract liabilities	19	5,964		5,852		11,021
Total current liabilities		36,834		107,856		42,173
Total equity and liabilities		$	98,755	$	109,172	$	106,532

The following notes form an integral part of the annual financial statements

F-6

Table of Contents

Sequans Communications S.A.

Consolidated Statements of Changes in Equity (Deficit)


	Attributable to the shareholders of the parent
	Ordinary shares			Share premium		Other capital reserves		Accumulated deficit *		Cumulative translation adjustments		Accumulated other comprehensive income (loss)		Total equity (deficit)
	Shares	Amount
	(Note 13)	(Note 13)		(Note 13)		(Notes 14 and15)
	(in thousands, except share and per share amounts)
At January 1, 2022	151,419,322	$	3,687	$	298,389	$	57,198	$	(383,554)	$	(62)	$	36	$	(24,306)
Loss for the year								(9,008)						(9,008)
Re-measurement gains (losses) on defined benefit plans												71		71
Foreign currency translation										(638)				(638)
Net gain on cash flow hedge												202		202
Total comprehensive income (loss)								(9,008)		(638)		273		(9,373)
Issue of shares in connection with the exercise of options and warrants, and vesting of restricted shares awards	3,441,468	48		(48)										—
Issue of shares in connection with a private placement with Renesas on January 2022 (Note 13)	7,899,020	179		9,102										9,281
Issue of shares in connection with the public offering of March 2022 (Note 13)	30,666,668	675		22,325										23,000
Transaction costs				(2,170)										(2,170)
Change in nominal value		(2,283)		2,283										—
Incorporation of losses				(327,463)				327,463						—
Warrants issued to Nokomis in August 2022						195								195
Share-based payments						5,477								5,477
At December 31, 2022	193,426,478	$	2,306	$	2,418	$	62,870	$	(65,099)	$	(700)	$	309	$	2,104
Loss for the year								(40,990)						(40,990)
Re-measurement gains (losses) on defined benefit plans												(46)		(46)
Foreign currency translation										97				97
Net loss on cash flow hedge												(76)		(76)
Total comprehensive income (loss)								(40,990)		97		(122)		(41,015)
Issue of shares in connection with the exercise of options and warrants, and vesting of restricted shares awards	5,520,010	60		(60)										—
Issue of shares in connection with a private placement on April 2023 (Note 13)	38,834,952	423		19,577										20,000
Issue of shares in connection with a private placement on September 2023 (Note 13)	8,480,564	89		5,911										6,000
Transaction costs				(551)										(551)
Incorporation of losses				(12,727)				12,727						—
Bridge loans from related party						205								205
Warrants issued to Nokomis in August 2023						82								82

F-7

Table of Contents

Sequans Communications S.A.

Consolidated Statements of Changes in Equity (Deficit)


Share-based payments						7,104								7,104
At December 31, 2023	246,262,004	$	2,878	$	14,568	$	70,261	$	(93,362)	$	(603)	$	187	$	(6,071)
Profit for the year								57,567						57,567
Re-measurement gains (losses) on defined benefit plans												(39)		(39)
Foreign currency translation										(158)				(158)
Net loss on cash flow hedge												(183)		(183)
Total comprehensive income (loss)								57,567		(158)		(222)		57,187
Issue of shares in connection with the exercise of options and warrants, and vesting of restricted shares awards	5,146,918	56		(56)										—
Bridge loans from related party						153								153
Share-based payments						4,090								4,090
At December 31, 2024	251,408,922	$	2,934	$	14,512	$	74,504	$	(35,795)	$	(761)	$	(35)	$	55,359

•See Note 2: Basis of Presentation.

The following notes form an integral part of the annual financial statements

F-8

Table of Contents

Sequans Communications S.A.

Consolidated Statements of Cash Flow


		Year ended December 31,
	Note	2022		2023		2024
		(in thousands)
Operating activities:
Profit (loss) before income taxes		$	(6,260)	$	(38,316)	$	61,104
Non-cash adjustment to reconcile profit (loss) before tax to net cash used in operating activities:
Amortization and impairment of property, plant and equipment	8	3,979		4,594		3,353
Amortization and impairment of intangible assets	9	8,036		7,348		60,690
Share-based payment expense	5.3	5,477		7,104		4,090
Increase (Decrease) in provisions		207		(97)		191
Interest expense, net		10,857		11,233		22,878
Change in the fair value of convertible debt embedded derivative	15.1	(6,878)		(3,200)		(3)
Debt amendments	15.1	(476)		(247)		(13,952)
Foreign exchange loss (gain)		(394)		741		(29)
Loss (gain) on disposal of assets		24		—		(157,095)
Working capital adjustments:
Decrease (Increase) in trade receivables and other receivables		6,660		(41)		3,637
Decrease (Increase) in inventories		(2,954)		3,052		3,141
Increase in research tax credit receivable		(1,556)		(3,204)		(2,081)
Increase (Decrease) in trade payables and other liabilities		(6,970)		7,252		(13,076)
Increase (Decrease) in contract liabilities		(6,171)		(199)		5,978
Increase (Decrease) in government grant advances		(2,456)		(1,080)		2,416
Income tax paid		(2,964)		(2,201)		(753)
Net cash flow used in operating activities		$	(1,839)	$	(7,261)	$	(19,511)
Investing activities:
Purchase of intangible assets and property, plant and equipment	8-9	$	(7,169)	$	(5,457)	$	(3,316)
Capitalized development expenditures		(15,494)		(24,115)		(16,428)
Sale (Purchase) of financial assets		1,548		(41)		(30)
Decrease (Increase) of short-term deposit		(5,000)		5,000		(53,000)
Interest received		68		176		850
Proceeds from sale of 4G intangible and tangible assets	3	—		—		165,611
Net cash flow from (used in) investments activities		$	(26,047)	$	(24,437)	$	93,687
Financing activities:
Public and private equity offering proceeds, net of transaction costs paid		$	30,111	$	25,450	$	—
Proceeds from interest-bearing receivables financing, net	15.3	3,046		1,483		3,329
Proceeds from interest-bearing research project financing	17.2	—		545		934
Proceeds from related party loans	15.2	—		9,000		14,000
Repayment of loans	15.2	—		—		(23,000)
Repayment of government loans	17.3	(958)		(1,126)		(1,705)
Repayment of convertible debt	15.1	—		—		(54,935)
Repayment of interest-bearing research project financing	17.2	(812)		(939)		(1,316)
Payment of lease liabilities		(1,205)		(1,321)		(1,508)
Interest paid		(1,467)		(1,356)		(6,587)
Net cash flows from (used in) financing activities		$	28,715	$	31,736	$	(70,788)
Net increase in cash and cash equivalents		829		38		3,388
Net foreign exchange difference		7		(4)		—
Cash and cash equivalents at January 1		4,835		5,671		5,705
Cash and cash equivalents at period end	12	$	5,671	$	5,705	$	9,093

The following notes form an integral part of the annual financial statements

F-9

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

1. Corporate information

Sequans Communications S.A. (“Sequans”) is organized as a limited liability company (“société anonyme”) incorporated and domiciled in the Republic of France, with its principal place of business at 15-55 boulevard Charles de Gaulle, 92700 Colombes, France. Sequans, together with its subsidiaries (the “Company”), is a fabless designer, developer and provider of cellular semiconductor chips and modules for massive and broadband Internet of Things (IoT) markets. The Company’s semiconductor solutions incorporate baseband processor and radio frequency transceiver integrated circuits along with its proprietary signal processing techniques, algorithms and software stacks. For 5G/4G massive IoT applications, the Company provides a comprehensive product portfolio based on its Monarch LTE-M/NB-IoT and Calliope Cat 1 chip platforms, and , in the future, its 5G RedCap and eRedCap platforms, featuring low power consumption, a large set of integrated functionalities, and a global deployment capability.

2. Summary of significant accounting and reporting policies

2.1. Basis of preparation

The Consolidated Financial Statements are presented in U.S. dollars.

The Consolidated Financial Statements for the year ended December 31, 2024 have been prepared on a going concern assumption. During 2022, 2023 and 2024, we financed our operations primarily through proceeds from the issue of shares through public offerings and private placements (2022, $30.1 million and 2023, $25.5 million) and bridge loans ($9.0 million in 2023 and $14.0 million in 2024), and in 2024 from results of operations. We experienced net losses of $9.0 million and $41.0 million in 2022 and 2023, respectively, and net profit of $57.6 million in 2024. At December 31, 2024, our accumulated deficit was $35.8 million and we had positive working capital of $50.8 million, including $62.1 million of cash and short-term deposits. We expect to reduce our expenses in 2025 while continuing the development of our 4G and 5G products and expanding our business, including research and development as well as sales and administrative expenses.

The Company’s internal cash forecast which is built from sales forecasts by products and by customer, assumes a declining operating cost structure, release of the $10 million escrow account related to the Qualcomm transaction, and ongoing and new government funding of research programs. The Company expects to be able to obtain additional funding through one or more possible license agreements, business partnerships or other similar arrangements. However, the Company cannot guarantee if or when any such transactions will occur or whether they will be on satisfactory terms. In addition, the Company's forecasts of cash proceeds from revenues could be adversely impacted if customers delay or reduce purchases.

Nevertheless, given the Company's cash position and balance sheet as of December 31, 2024, and based on the reductions already made on operating expenses, the Company believes that it will have sufficient resources to meet its cash flow needs for the coming twelve months.

Statement of compliance

The Consolidated Financial Statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standard Board (“IASB”) and whose application is mandatory for the year ended December 31, 2024. Comparative figures are presented for December 31, 2022 and 2023.

The accounting policies are consistent with those of the same period of the previous financial year, except for the changes disclosed in Note 2.2 to the Consolidated Financial Statements.

The Consolidated Financial Statements of the Company as of and for the years ended December 31, 2022, 2023 and 2024 have been authorized for issue in accordance with a resolution of the board of directors on April 16, 2025.

F-10

Basis of consolidation

The Consolidated Financial Statements comprise the financial statements of Sequans Communications S.A., which is the ultimate parent of the group, and its subsidiaries as of and for the years ended December 31, 2024, 2023 and 2022:


Name	Country of incorporation	Year of incorporation	% equity interest
Sequans Communications Ltd.	United Kingdom	2005	100
Sequans Communications Inc.	United States	2008	100
Sequans Communications Ltd. Pte.	Singapore	2008	100
Sequans Communications Israel (2009) Ltd.	Israel	2009	100
Sequans Communications Finland Oy	Finland	2020	100
Sequans Communications SAS	France	2023	100

The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. All intra-group balances, transactions, income and expenses and profits and losses resulting from intra-group transactions are eliminated in full. The subsidiaries have been fully consolidated from their date of incorporation.

2.2. Changes in accounting policy and disclosures

New and amended standards and interpretations

The accounting policies used in 2024 are consistent with those of the previous financial year, except for the following new and amended IFRS and IFRIC interpretations effective as of January 1, 2024:

•Amendments to IFRS 16: Lease Liability in a Sale and Leaseback. In September 2022, the IASB issued amendments to IFRS 16 to specify the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction, to ensure the seller-lessee does not recognize any amount of the gain or loss that relates to the right of use it retains. The amendments are effective for annual reporting periods beginning on or after 1 January 2024 and must applied retrospectively to sale and leaseback transactions entered into after the date of initial application of IFRS 16. Earlier application is permitted and that fact must be disclosed. Adoption of these amendments had no material impact on the Consolidated Financial Statements.

•Amendments to IAS 1: Classification of Liabilities as Current or Non-current. In January 2020 and October 2022, the IASB issued amendments to paragraphs 69 to 76 of IAS 1 to specify the requirements for classifying liabilities as current or non-current. The amendments clarify:

–What is meant by a right to defer settlement

–That a right to defer must exist at the end of the reporting period

–That classification is unaffected by the likelihood that an entity will exercise its deferral right

–That only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its classification

In addition, a requirement has been introduced to require disclosure when a liability arising from a loan agreement is classified as non-current and the entity’s right to defer settlement is contingent on compliance with future covenants within twelve months. Adoption of these amendments did not require renegotiation of existing loan agreements.

•Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7. In May 2023, the IASB issued amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures to clarify the characteristics of supplier finance arrangements and require additional disclosure of such arrangements. The disclosure requirements in the amendments are intended to assist users of financial statements in understanding the effects of supplier finance arrangements on an entity’s liabilities, cash flows and exposure to liquidity risk. The amendments will be effective for annual reporting periods beginning on or after 1 January 2024. Early adoption is permitted, but will need to be disclosed. Adoption of these amendments had no material impact on the Consolidated Financial Statements.

F-11

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

Standards issued but not yet effective

Standards and interpretations issued but not yet effective up to the date of issue of the Company’s Consolidated Financial Statements are listed below. The Company intends to adopt these standards when they become effective:

•Effects of Changes in Foreign Exchange Rates – Amendments to IAS 21. In August 2023, the IASB issued amendments to IAS 21 to specify how an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. The amendments also require disclosure of information that enables users of its financial statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, the entity’s financial performance, financial position and cash flows. The amendments will be effective for annual reporting periods beginning on or after 1 January 2025. Early adoption is permitted, but will need to be disclosed. When applying the amendments, an entity cannot restate comparative information. The amendments are not expected to have a material impact on the Company’s financial statements.

•IFRS 18 Presentation and Disclosure in Financial Statements. In April 2024, the IASB issued IFRS 18, which replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including specified totals and subtotals. Furthermore, entities are required to classify all income and expenses within the statement of profit or loss into one of five categories: operating, investing, financing, income taxes and discontinued operations, whereof the first three are new. It also requires disclosure of newly defined management-defined performance measures, subtotals of income and expenses, and includes new requirements for aggregation and disaggregation of financial information based on the identified ‘roles’ of the primary financial statements (PFS) and the notes. In addition, narrow-scope amendments have been made to IAS 7 Statement of Cash Flows, which include changing the starting point for determining cash flows from operations under the indirect method, from ‘profit or loss’ to ‘operating profit or loss’ and removing the optionality around classification of cash flows from dividends and interest. In addition, there are consequential amendments to several other standards. IFRS 18, and the amendments to the other standards, is effective for reporting periods beginning on or after 1 January 2027, but earlier application is permitted and must be disclosed. IFRS 18 will apply retrospectively. The Company is currently working to identify all impacts the amendments will have on the primary financial statements and notes to the financial statements.

Russian invasion in Ukraine

While the Company's key engineering competencies are performed in-house, primarily in France, the United Kingdom, Israel and the United States, the Company outsources some application software development and testing activities to an independent third-party provider of engineering services. The Company works with a dedicated team of 22 software engineers based in Kyiv, Ukraine. If the Russian invasion of Ukraine is protracted or if Ukraine experiences further political instability, these engineers may be unable to work for a sustained period of time, which could adversely impact the research and development operations. The Company has developed a contingency plan if the engineers in Kyiv are unable to continue working on their projects for us for a sustained period of time, but if the contingency plan is not effective or sanctions are imposed that prevent the Company from conducting business in Ukraine, the Company could suffer delays in product introduction or delays in resolution of customer software bugs, which could have a negative impact on its revenues. During 2022, 2023 and 2024, the Ukraine team was able to work effectively and the Company did not identify any direct impact from the situation on its business. As of December 31, 2024, the Company has not identified any impact on its assets and liabilities.

2.3. Material accounting policies

Functional currencies and translation of financial statements denominated in currencies other than the U.S. dollar

The Consolidated Financial Statements are presented in U.S. dollars, which is also the functional currency of Sequans Communications S.A. The Company uses the U.S. dollar as its functional currency due to the high percentage of revenues, cost of revenue, capital expenditures and operating costs, other than those related to headcount and overhead, which are denominated in U.S. dollars. Each subsidiary determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency.

As at the reporting date, the assets and liabilities of each subsidiary are translated into the presentation currency of the Company (the U.S. dollar) at the rate of exchange in effect at the Statement of Financial Position date and their Statement of Operations is translated at the weighted average exchange rate for the reporting period. The exchange differences arising on the translation are taken directly to a separate component of equity (“Cumulative translation adjustments”).

F-12

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

Foreign currency transactions

Foreign currency transactions are initially recognized by Sequans Communications S.A. and each of its subsidiaries at their respective functional currency rates prevailing at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency spot rate of exchange in effect at the reporting date. All differences are taken to the Consolidated Statement of Operations within financial income or expense. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the initial transactions.

The table below sets forth, for the periods and dates indicated, the average and closing exchange rate for the U.S. dollar (USD) to the euro (EUR), the U.K. pound sterling (GBP), the Singapore dollar (SGD) and the New Israeli shekel (NIS):


	USD/EUR	USD/GBP	USD/SGD	USD/NIS
December 31, 2022
Average rate	1.0539	1.2372	0.7255	0.2980
Closing rate	1.0666	1.2026	0.7459	0.2840
December 31, 2023
Average rate	1.0816	1.2435	0.7447	0.2716
Closing rate	1.1050	1.2714	0.7573	0.2763
December 31, 2024
Average rate	1.0821	1.2794	0.7485	0.2703
Closing rate	1.0389	1.2529	0.7335	0.2742

Earnings (loss) per ordinary share and per ADS

Basic earnings (loss) amounts per ordinary share and per ADS are computed using the weighted average number of shares outstanding during each period.

Diluted earnings per ordinary share and per ADS include the effects of dilutive options and warrants as if they had been exercised, unless the effect would be anti-dilutive.

Revenue recognition

The Company’s total revenue consists of product revenue and services and license revenue.

Revenue from contracts with customers is recognized when control of the goods or services is transferred to the customer at an amount that reflects the fair value of the consideration to which the Company is entitled, excluding sales taxes or duties.

If the consideration in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the goods or services to the customer. The variable consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognized will not occur when the associated uncertainty with the variable consideration is subsequently resolved. Specifically, milestone payments in development services contracts represent variable consideration, the receipt of which is dependent upon the achievement of technical milestones.

The Company sometimes receives advance payments from customers for the provision of development services. The Company determines if there is a significant financing component for these contracts considering the length of time between the customers’ payment and the transfer of control of the goods and services. When a significant financing component has been identified, the transaction price for these contracts is discounted, using the rate that would be reflected in a separate financing transaction at contract inception. The Company applies the practical expedient for short-term advances received from customers.

F-13

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

That is, the promised amount of consideration is not adjusted for the effects of a significant financing component if the period between the transfer of the promised good or service and the payment is one year or less.

Product revenue

Substantially all of the Company’s product revenue is derived from the sale of semiconductor solutions for 4G wireless applications.

Revenue from the sale of products is usually recognized at a point in time when the Company satisfies its performance obligation to the buyer, whether direct end customer, end customer's manufacturing partner or distributor. This occurs when there is no continuing managerial involvement to the degree usually associated with ownership nor effective control over the sale of products is retained, which is based on the specified Incoterms, but usually occurs on shipment of the goods. Sale of products to some distributors is recognized when the products are sold to the end-customer but these contracts are not significant. The Company is the principal in all product sales regardless of customer type. Products are not sold with a right of return but are covered by warranty. This is an assurance-type warranty. The Company does not accrue for a general warranty obligation as the Company has not historically incurred and does not expect material warranty costs. Although the products sold have embedded software, the Company believes that software is incidental to the products it sells.

License and services revenue

License and services revenue consists of revenues from the sale of licenses to use the Company’s technology solutions and any fees for the associated annual software maintenance and support services, as well as from the sale of technical support and development services. Development services include advanced technology development services for technology partners and software or product development and integration services for customers.

Revenue from the sale of licenses is recognized at a point in time when the Company satisfies its performance obligation which occurs when the software has been delivered to the customer (assuming no other significant obligations exist), as licenses provide the right to use the software as it exists when made available to the customer.

Revenue from the sale of software maintenance and support services is recognized over the period of the maintenance (generally one year). When the first year of maintenance is included in the software license price, an amount generally equal to the negotiated rate for one year of maintenance is deducted from the value of the license and recognized as revenue over the period of maintenance as described above. The difference between license and maintenance services invoiced and the amount recognized in revenue is recorded as deferred revenue.

Revenue from technical support and development services is generally recognized over time using the percentage-of-completion method. For each service contract, the Company determines whether the pattern of transfer of control meets one of the criteria for revenue recognition over time: (a) the customer simultaneously receives and consumes the benefits provided by the entity's performance as the entity performs (b) the Company's performance creates or enhances an asset (for example, work in progress) that the customer controls as the asset is created or enhanced or (c) the Company's performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date. Generally, the support and development contracts meet one or more of these criteria, based on the facts and circumstances both within the contract and the nature of the services provided. Typically, the customers consume the services as they are provided through ongoing technical support or through an iterative development process. Certain contracts also include terms which allow the customer to have control over the asset as it is created or provide Sequans the right to payment for all work performed to date.

Due to revenue recognition over time, contract assets are created for services provided that Sequans does not yet have the right to invoice. Contract liabilities are created when milestones are billed in advance of being earned.

When a contract does not meet one of the criteria above, revenue is recognized at a point in time, when there is evidence of transfer of control, which typically occurs upon achievement of certain or all contract milestones. Percentage-of-completion is calculated based on the input method using estimated costs as a measure of performance completed.

The costs associated with these arrangements are recognized as incurred. Revenue from development contracts where no related direct costs were identified amounted to $214,000 in the year ended December 31, 2023 ($236,000 in 2022). There was no revenue from development contracts for the year ended December 31, 2024.

Contract assets

F-14

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

A contract asset is the right to consideration in exchange for goods or services transferred to the customer. As described above, when the Company performs by transferring goods or services before the customer pays consideration or before payment is due, a contract asset is recognized for the earned consideration that is conditional. Where the Company has an unconditional right to payment, these are included in unbilled revenue until billing occurs and classified as trade receivables.

We have elected to use the practical expedient not to adjust the promised amount of consideration for the effects of a significant financing component when the period between when we transfer the promised good or service to our customers and when we expect the customers to pay for that good or service is one year or less.

We do not have any costs that meet the criteria for costs to obtain a contract or cost to fulfill a contract.

As of December 31, 2024, there was no transaction price allocated to the unsatisfied or partially unsatisfied performance obligations to be recognized in 2025.

As of December 31, 2023, the transaction price allocated to the unsatisfied or partially unsatisfied performance obligations was $88,000 and was recognized in 2024.

As of December 31, 2022, the transaction price allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) was $1,643,000 for which $893,000 was recognized in 2023 and $750,000 was cancelled following the termination of one contract, excluding the amounts related to the development service contract entered into in October 2019, described under Note 20.

Contract liabilities

Contract liabilities represent amounts invoiced and/or cash received in advance related to services being performed. Contract liabilities include both upfront payments from license and development service agreements in excess of revenues recognized, as well as deferred revenue from advance payments for goods or maintenance services.

Revenue recognized in the current period from amounts included in deferred revenue at the beginning of the year was $300,000, $190,000 and $271,000 for 2024, 2023 and 2022, respectively (See Note 20 Other non-current liabilities and Note 19 trade payables and other current liabilities).

Cost of revenue

Cost of product revenue includes all direct and indirect costs incurred with the sale of products, including shipping and handling. Cost of services revenue includes direct costs incurred to support the obligations covered by development services contracts (mainly employees and subcontractors costs). Research and development costs associated with product development (including normal customer support which generates product improvement) are recorded in research and development expenses.

Research and development costs

Research costs are expensed as incurred. Development costs are recognized as an intangible asset if the Company can demonstrate:

•the technical feasibility of completing the intangible asset so that it will be available for use or sale;

•its intention to complete the asset and use or sell it;

•its ability to use or sell the asset;

•how the asset will generate future economic benefits;

•the availability of adequate resources to complete the development and to use or sell the asset; and

•the ability to measure reliably the expenditure during development.

Beginning in 2015, certain development costs incurred at the end of the product development cycle when the criteria for capitalization are met, became material as the Company began making its product available on more operator networks which require significant testing and qualification work in order to finalize the product for sale on that network. Prior to 2022, the Company has capitalized development costs for LTE NB-IoT (the Monarch 2) chipsets. In 2022, 2023 and 2024, the Company capitalized costs for the development for LTE Category 1 and the development of the 5G broadband platform. The intangible assets are tested for impairment annually. (See Notes 5.4 and 9 to the Consolidated Financial Statements). Amortization of these intangible assets is recorded in research and development expense.

F-15

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

Research and development costs associated with product development (including normal customer support which generates product improvements) are recorded in operating expense. In some cases, the Company has negotiated agreements with customers and partners whereby the Company provides certain development services beyond its normal practices or planned product roadmap. Amounts received from these agreements are recorded in services revenue. Direct costs incurred by the Company as a result of the commitments in the agreements are recorded in cost of revenue. Other research and development costs related to the projects covered by the agreements, but which would have been incurred by the Company without the existence of such agreements are recorded in research and development expense.

Government grants, loans and research tax credits

The Company operates in certain jurisdictions which offer government grants or other incentives based on the qualifying research expense incurred or to be incurred in that jurisdiction. These incentives are recognized as the qualifying research expense is incurred if there is reasonable assurance that all related conditions will be complied with and the grant will be received. When the grant relates to an expense item, it is recognized as a reduction of the related expense over the period necessary to match the grant on a systematic basis to the costs that it is intended to compensate. Any cash received in advance of the expenses being incurred is recorded as a liability.

Some long-term research projects are also financed through low-interest forgivable loans. The present value of forgivable loans is calculated based on expected future payments discounted using the interest rate applied for standard loans with the same maturity. The difference between present value and amount received is accounted for as a grant.

Where loans or similar assistance provided by governments or related institutions are interest-free, the present value is calculated based on expected future payments discounted using the interest rate applied for standard loans with the same maturity. The difference between present value and amount received is accounted for as a grant.

The Company also benefits from research incentives in the form of tax credits which are detailed in Note 5.4 to the Consolidated Financial Statements. When the incentive is available only as a reduction of taxes owed, such incentive is accounted for as a reduction of tax expense; otherwise, it is accounted for as a government grant with the benefit recorded as a reduction of research and development costs, whether capitalized or expensed.

Financial income and expense

Financial income and expense include:

•interest expense related to accounts receivable financing, the debt component of convertible debt, bridge loans, government loans, lease contracts, upfront payments, financing components of customer contracts and a supplier payable with extended payment terms;

•other expenses paid to financial institutions for financing operations;

•foreign exchange gains and losses;

•change in fair value of financial assets and liabilities; and

•impact of debt amendments.

The Company reflects foreign exchange gains and losses related to hedges (through derivatives) of euro-based operating expenses in operating expenses.

Taxation

Current income tax

Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date.

Current income tax relating to items recognized directly in equity is recognized in equity.

Deferred income tax

Deferred income tax is provided using the liability method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

F-16

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

Deferred income tax liabilities are recognized for all taxable temporary differences, except with respect to taxable temporary differences associated with investments in subsidiaries where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred income tax assets are recognized for all deductible temporary differences, carry forwards of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forwards of unused tax credits and unused tax losses can be utilized.

The carrying amount of deferred income tax assets is reviewed at the reporting date and adjusted to the extent that it is probable that sufficient future taxable profit will be available to allow all or part of the deferred income tax asset to be utilized.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the statement of financial position date.

Deferred income tax relating to items recognized directly in equity is recognized in equity.

Deferred income tax assets and deferred income tax liabilities are offset if a legally enforceable right of offset exists.

Value added tax

Revenue, expenses and assets are recognized net of the amount of value added tax except:

•where the value added tax incurred on a purchase of assets or services is not recoverable from the tax authorities, in which case the value added tax is recognized as part of the cost of acquisition of the asset or as part of the expense item as applicable; and

•receivables and payables that are stated with the amount of value added tax included.

Value added tax recoverable consists of value added tax paid by the Company to vendors and suppliers located in the European Union, in the United Kingdom and in Israel, and recoverable from the tax authorities. Value added tax recoverable is collected on a monthly or quarterly basis.

Inventories

The Company writes down the carrying value of its inventories for estimated amounts related to the lower of cost or net realizable value, obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated net realizable value. The estimated net realizable value of the inventory is based on historical usage and assumptions about future demand, future product purchase commitments, estimated manufacturing yield levels and market conditions on a product-by-product basis. When the circumstances that previously caused inventories to be written down below cost no longer exist or when there is clear evidence of an increase in net realizable value because of changed economic circumstances, the amount of the write-down is reversed (i.e. the reversal is limited to the amount of the original write-down) so that the new carrying amount is the lower of the cost and the revised net realizable value.

Financial assets

Financial assets are classified, at initial recognition, as (1) measured at amortized cost, (2) fair value through other comprehensive income (OCI), or (3) fair value through profit or loss. The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and Sequans’ business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient, the Company initially measures a financial asset at its fair value.

Receivables

Trade receivables are measured at amortized cost. Impairment losses on trade accounts receivable are estimated using the expected loss method, in order to take into account the risk of payment default throughout the lifetime of the receivables. Based on an analysis of historical credit losses, the Company has not applied any expected credit losses to its outstanding receivables as of the reporting date beyond specific provisions for doubtful accounts.

F-17

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

The Company records an allowance for any specific account it considers as doubtful based on the particular circumstances of the account. The carrying amount of the receivable is thus reduced through the use of an allowance account, and the amount of the charge is recognized on the line “General and administrative expenses” in the Consolidated Statement of Operations. Subsequent recoveries, if any, of amounts previously provided for are credited against the same line in the Consolidated Statement of Operations. When a trade accounts receivable is uncollectible, it is written-off against the allowance account for trade accounts receivable.

Short-term investments

Short-term investments are financial instruments with an initial maturity of greater than 90 days, but less than one year, and are reported as current financial assets.

Deposits

Deposits are reported as non-current financial assets (loans and receivables) when their initial maturity is more than twelve months.

Cash and cash equivalents

Cash and cash equivalents in the Consolidated Statements of Financial Position includes cash at banks, and money market funds, which correspond to highly liquid investments readily convertible to known amounts of cash and subject to an insignificant risk of change in value.

Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment loss. Depreciation is computed using the straight-line method over the estimated useful lives of each component. The Company presents right-of-use of lease contracts in property, plant and equipment and right of use assets are depreciated on a straight-line basis over the lease term. The useful lives most commonly used are the following:


Machinery and equipment						3 to 5 years
Building and leasehold improvements						Lesser of 6 years or the life of the lease
Computer equipment						3 years
Furniture and office equipment						5 years

Impairment tests are performed at the end of each reporting period when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If any indication exists, the Company estimates the asset’s recoverable amount, which is the higher of the fair value less cost to sell and the value in use. Where the carrying amount exceeds that recoverable amount, the asset is considered impaired and it is written down to its recoverable amount.

Depreciation expense is recorded in cost of revenue or operating expenses, based on the function of the underlying assets.

Intangible assets

Intangible assets, which primarily consist of purchased licenses for development or production technology and tools, as well as standard-related patent licenses and development costs meeting the criteria for capitalization, are stated at cost less accumulated amortization and any accumulated impairment loss. Amortization is computed using the straight-line method over the estimated useful life of each component. Acquired licenses are amortized over their contractual life or five years in the case of perpetual licenses. Capitalized development costs are generally amortized over periods ranging from 3 to 5 years, representing the expected life of the related technology.

Useful lives are reviewed on a regular basis and changes in estimates, when relevant, are accounted for on a prospective basis. The amortization expense is recorded in cost of revenue or operating expenses, based on the function of the underlying assets.

F-18

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

Costs of equity transactions

Incremental costs directly attributable to the equity transaction are recorded as a deduction from equity.

Provisions

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event for which it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Company expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in operating income (loss) net of any reimbursement.

Provisions include the provision for pensions and post-employment benefits. Pension funds in favor of employees are maintained in France, the United Kingdom, Singapore, the United States, Finland and Israel, and they comply with the respective legislation in each country and are financially independent of the Company. The pension funds are generally financed by employer and employee contributions and are accounted for as defined contribution plans with the employer contributions recognized as expense as incurred. There are no actuarial liabilities in connection with these plans.

French law also requires payment of a lump sum retirement indemnity to employees based on years of service and annual compensation at retirement. Benefits do not vest prior to retirement. This defined benefit plan is self-funded by the Company. It is calculated as the present value of estimated future benefits to be paid, applying the projected unit credit method whereby each period of service is seen as giving rise to an additional unit of benefit entitlement, each unit being measured separately to build up the final obligation. Following the application of IAS 19 as revised, actuarial gains and losses are recognized in equity. The discount rate is based on iBoxx Corporates AA.

Share-based payment transactions

Employees (including senior executives and members of the board of directors) and certain service providers of the Company receive remuneration in the form of share-based payment transactions, whereby they render services as consideration for equity instruments (“equity-settled transactions”).

The cost of equity-settled transactions is measured by reference to the fair value at the date on which they are granted. The exercise price is based on closing market price on the date of grant.

The cost of equity-settled transactions is recognized, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the beneficiary becomes fully entitled to the award (the “vesting date”). The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company’s best estimate of the number of equity instruments that will ultimately vest which includes assumptions on the number of awards to be forfeited due to the employees’ failing to fulfill the service condition, and forfeitures following the non-completion of performance conditions. The Consolidated Statement of Operations charge or credit for a period represents the movement in cumulative expense recognized as at the beginning and end of that period.

Financial liabilities

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings, net of directly attributable transaction costs.

Non derivative financial liabilities are subsequently measured at amortized cost whereas derivative liabilities not designated as hedging instruments are recognized at fair value through profit or loss.

Convertible debt

The Company evaluates at initial recognition of a convertible debt the different components and features of the hybrid instruments and determines whether these elements are equity instruments or embedded derivatives which require bifurcation. In subsequent periods, the liability component is accounted for using the effective interest method, based on the expected maturity of the debt. The equity component is not remeasured, while embedded derivatives unless closely related to the host instruments, are recorded at fair value through the Consolidated Statement of Operations.

F-19

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

As described in Note 15.1 to the Consolidated Financial Statements, the Company issued debt with an option to convert into shares of the Company in August 2019. The convertible note were amended several times to extend term of the notes and reduce conversion rates.

Effective March 20, 2020, the convertible note was amended to grant the Company two options to extend the term of the note. Each option gave the Company the right to extend the term of such note by one year and consequently reset the conversion price to a 20% premium above the 20-day volume weighted average price (VWAP) if it is lower than the existing conversion price. On the first option exercise, the PIK would be adjusted to 9.5%, and the holder granted warrants for 15% of the value of the note with a three year term, at an exercise price of 20% premium above 20-day VWAP. On the second option exercise, the PIK would be adjusted to 13.5%, and the holder granted an additional warrant for 20% of the value of the note with a three year term, at an exercise price of 20% premium above 20-day VWAP. In consideration for entering into the amendments, the warrants that Nokomis owned previously and that were scheduled to expire April 2021 were extended to April 2024 upon the signing of the note amendment; these warrants expired in April 2024.

From an accounting perspective, the amendment of the convertible note resulted in the extinguishment of the existing note and issuance of a new note, accounted for as compound financial instruments with two components:

•A liability component reflecting the Company’s contractual obligation to pay interest and redeem the notes in cash; and

•An embedded derivative, which reflects the Company's call options to extend the term of each note, the conversion option of Nokomis and in certain cases a repricing to decrease the conversion price.

The fair value of the liability component on the amendment date represented the fair value of a similar liability that does not have an associated equity conversion feature, calculated as the net present value of contractually determined future cash flows, discounted at the rate of interest applied by the market at the time of issue to instruments of comparable credit status and providing substantially the same cash flows, on the same terms, but without the conversion option. The Company used 26.3% as the market rate of interest in order to value the liability components.

The embedded derivatives of the note was valued using the Geometric Brownian Motion framework relying on Monte-Carlo simulations. On March 20, 2020, the initial fair value of the embedded derivative of the note was recorded in Other Capital reserves in shareholders' equity. The change in fair value is remeasured and recorded in the Consolidated Statement of Operations as financial income or loss at each statement of financial position date.

On April 9, 2021, the Company issued a note with options to convert into shares of the Company. The Company retained an option to call the convertible debt under certain circumstances after 12 months, either in full or in part. If a change of control occurred at any time prior to the payment of the note in full, the noteholder would have the right, in its sole discretion, to require Sequans to convert or redeem all of the outstanding principal amount (including accrued interest and unpaid interest).

As described in Note 15.1, the note was accounted for as compound financial instruments with two components:

•A liability component reflecting the Company’s contractual obligation to pay interest and redeem the bonds in cash; and

•An embedded derivative, which reflects the value of the conversion option.

The initial fair value of the notes was split between these two components.

The fair value of the liability component on the issuance date represented the fair value of a similar liability that does not have an associated equity conversion feature, calculated as the net present value of contractually determined future cash flows, discounted at the rate of interest applied by the market at the time of issue to instruments of comparable credit status and providing substantially the same cash flows, on the same terms, but without the conversion option. The Company used 20.89% as the market rate of interest in order to value the liability components of the note on issuance. The embedded derivative of the note was valued using the Geometric Brownian Motion framework relying on Monte-Carlo simulations. The change in fair value is remeasured and recorded as financial income or loss at each statement of financial position date.

On August 15, 2022, the Company elected to exercise the first option of the amendment signed on March 20, 2020 to extend the maturity of the convertible note issued in August 2019 to August 16, 2023. On August 15, 2023, the Company elected to exercise the second option of the amendment to extend the maturity of the convertible note to April 16, 2024.

In early April 2024, both note holders agreed to stay repayment of the notes until April 26, 2024. In late April, the Company extended the standstill agreements until September 30, 2024. This resulted in the extinguishment of the existing note and issuance of a new note for accounting purposes.

F-20

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

Therefore, the fair value of the debt just prior to amendment was estimated in order to record a gain on extinguishment in the Consolidated Statement of Operations in “Debt amendments". The amended debt was accounted for as compound financial instruments with two components:

•A liability component reflecting the Company’s contractual obligation to pay interest and redeem the notes in cash; and

•An embedded derivative, which reflects the value of the conversion option.

Short-term debt secured by accounts receivables

As described in Note 15.3 to the Consolidated Financial Statements, the Company has a factoring agreement with a French financial institution. The Company transfers to the finance company all invoices issued to qualifying customers, and the customers are instructed to settle the invoices directly with the finance company. Because there is recourse to the Company for amounts that are overdue, the Company retains all receivables on its Consolidated Statement of Financial Position until they are paid and any amounts drawn on the line of credit are reflected in short-term debt. The Company pays a commission on the face value of the accounts receivable submitted, which is recorded in General and Administration expense, and pays interest on any draw-down of the resulting line of credit. In November 2024, the Company notified the financial institution of its intention to terminate the factoring agreement at its next maturity date, which occurred on March 2, 2025.

In March 2022, the Company entered into an agreement to finance the 2022 research tax credit as it was earned over the year. The Company transferred to the finance company research tax credit receivable on a quarterly basis. Because there is recourse to the Company for amount not paid by the French tax administration, the Company retains all receivables on its Consolidated Statement of Financial Position until the French tax administration reimburses the finance company. Amounts drawn on the line of credit are reflected in short-term debt and commissions in the Consolidated Statement of Operations as financial expense. In March 2023, the Company entered into another agreement to finance the 2023 research tax credit, and in February 2024, the Company agreed to finance the 2024 research tax credit. In January 2025, the company decided to terminate the agreement.

Lease contracts

Except for leases related to low-value assets and short-term lease, lease contracts, as defined under IFRS 16 "Leases", are recorded in the Statement of Consolidated Financial Position, through the recognition of:

•an asset representing a right-of-use of the asset leased during the lease term of the contract; and

•a liability related to the payment obligation.

At the commencement date of the lease, the Company recognizes a lease liability measured at the present value of the remaining lease payments to be made over the lease term, discounted using the Company’s incremental borrowing rate. After the commencement date, the liability increases to reflect the accretion of interest and reduced for the lease and decreases with the lease payments made.

Right-of-use assets are depreciated on a straight-line basis over the lease term and tested for impairment when required.

Derivative financial instruments and hedge accounting

The Company uses financial instruments, including derivatives such as foreign currency forward and options contracts, to reduce the foreign exchange risk on cash flows from firm and highly probable commitments denominated in euros. The effective portion of the gain or loss on the hedging instrument is recognized directly as other comprehensive income (loss) in the cash flow hedge reserve, while any ineffective portion is immediately accounted for in financial results in the Consolidated Statement of Operations. Amounts recognized as other comprehensive income (loss) are transferred to the Consolidated Statement of Operations when the hedged transaction affects profit or loss. If the forecasted transaction is no longer expected to occur, the cumulative gain or loss previously recognized in equity is transferred to the Consolidated Statement of Operations.

All derivative financial instruments are recorded at fair value. Changes in fair value are recorded in current earnings or other comprehensive income (loss), depending on whether the derivative is designated as a hedge, its effectiveness as a hedge, and the type of hedge transaction. Any change in the fair value of the derivatives deemed ineffective as a hedge is immediately recognized in earnings.

Commitments

F-21

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

Commitments comprise primarily purchase commitments with third-party manufacturers for future deliveries of equipment and components, which are described in Note 22 to the Consolidated Financial Statements.

2.4. Significant accounting judgments, estimates and assumptions

In the process of applying the Company’s accounting policies, management must make judgments and estimates involving assumptions. These judgments and estimates can have a significant effect on the amounts recognized in the financial statements and the Company reviews them on an ongoing basis taking into consideration past experience and other relevant factors. The evolution of the judgments and assumptions underlying estimates could cause a material adjustment to the carrying amounts of assets and liabilities as recognized in the financial statements. The most significant management judgments and assumptions in the preparation of these financial statements are:

Revenue recognition

The Company’s policy for revenue recognition, in instances where multiple deliverables are sold contemporaneously to the same counterparty, is in accordance with IFRS 15 Revenue from contracts with customers. The application of IFRS 15 to contracts with customers requires management to make certain judgments, the most significant of which are outlined below. These judgments are based on an analysis of the facts and circumstances surrounding the transactions on a contract-by-contract basis.

Determination of performance obligations within a contract

The Company applies judgment in determining whether a promised good or service is a performance obligation under the terms of the contract and whether multiple promised goods or services should be accounted for separately or together as a bundle.

Allocation of contract consideration to distinct performance obligations based on their relative stand-alone selling prices

Typically, contracts state the value of individual promised goods and services directly. However, in instances where the fair value is not observable, management applies judgment in determining the relative stand-alone selling price for goods and services.

Estimation of percentage-of-completion based on the input method

For service contracts that are recognized over time based on the percentage-of-completion, the Company sets up an initial budget at contract inception and tracks the progress to completion based on time and costs incurred by the employees directly working on each project. Management reviews the progress and performance of open contracts in order to determine the best estimate of estimated costs at completion on a quarterly basis and updates the revenue recognized as necessary.

Trade receivables

The Company records an allowance for any specific account it considers as doubtful based on the particular circumstances of the account. Additional allowances could be required if the Company receives information that the financial condition of its customers has deteriorated, resulting in an impairment of their ability to make payments, or there are indicators that amounts receivable will become uncollectible.

Inventories

As disclosed in Note 2.3 to the Consolidated Financial Statements, the Company writes down the carrying value of its inventory to the lower of cost or net realizable value. The estimated net realizable value of the inventory is based on historical usage and assumptions about future demand, future product purchase commitments, estimated manufacturing yield levels and market conditions on a product-by-product basis. Actual demand may differ from the forecast established by the Company, which may materially impact recorded inventory values and cost of revenue.

Share-based compensation

As disclosed in Note 14 to the Consolidated Financial Statements, the Company has various share-based compensation plans for employees and non-employees that may be affected, as to the expense recorded in the Consolidated Statements of Operations, by changes in valuation assumptions. Fair value of stock options is estimated by using the binomial model on the date of grant based on certain assumptions, including, among others expected volatility, the expected option term, the risk-free interest rate and the expected dividend payout rate. The fair value of the Company’s shares underlying stock option grants equals the closing price on the New York Stock Exchange on the date of grant.

F-22

Fair value of financial instruments

Fair value corresponds to the quoted price for listed financial assets and liabilities. The Company determined that the fair values of cash, trade receivables and trade payables approximate their carrying amounts largely due to the short-term maturities of these instruments.

Where no active market exists, the Company establishes fair value by using a valuation technique determined to be the most appropriate in the circumstances.

Regarding compound debt instruments, the fair value of debt component was determined at the date of issuance using a valuation model that requires judgment, including estimating the change in value of the Company at different dates and market yields applicable to the Company’s straight debt (without the conversion option). The assumptions used in calculating the value of the conversion option, the expected volatility of the Company’s underlying stock price which has experienced fluctuations, and the market discount rate, represent the Company’s best estimates based on management’s judgment and subjective future expectations. The fair value of debt component were supported by work performed by an independent valuation specialist engaged by the Company.

Research and Development Costs

Costs incurred internally in research and development activities are charged to expense until technological feasibility has been established for the project. Once technological feasibility is established, development costs are capitalized until the product is available for general release to customers. Judgment is required in determining when technological feasibility of a product is established. We have determined that technological feasibility for our software products is reached after all high-risk development issues have been resolved. Generally, this occurs when the preliminary design review has been done.

Leases

The application of IFRS 16 Leases requires the Company to make assumptions and estimates in order to determine the value of the right-of-use assets and lease liabilities, which mainly relates to the determination of the Company’s incremental borrowing rate.

3. 4G technology sale to Qualcomm and related agreements

On August 22, 2024, the Company and Qualcomm Technologies, Inc ("Qualcomm") signed an Asset Purchase Agreement (APA). The agreement had several closing conditions which were met by the end of September, resulting in a closing date of September 30, 2024. At closing, a number of other agreements, which had already been negotiated and included in the appendix of the APA, were also signed.

The overall deal resulted in Qualcomm acquiring the intellectual property ("IP") for the Company's two main 4G products (Monarch2 and Calliope2) and certain physical assets, as well as receiving a license to the entire patent portfolio of the Company and a license to the Company's partially developed 5G broadband platform, in consideration for payment of $200 million in cash, assumption of up to $700,000 in employee accrued vacation liabilities by Qualcomm and the license back to the Company of the acquired Monarch2 and Calliope2 4G IP.

The license back of the Monarch2 and Calliope2 IP means that the Company will continue to have the right to manufacture and sell the products to serve its customers as usual. Therefore there was no sale or discontinuation of the Company's 4G business.

With respect to the $200 million cash consideration:

•$3 million in bridge loan provided in September plus accrued interest ($12,000) was deducted from proceeds.

F-23

As a result of the above, $172 million was received in cash on September 30, 2024. The proceeds from this sale were used to repay the Company's matured debts (convertible debts - see Note 15.1, unsecured related party loans - see Note 15.2 and related accrued interest) and cleared all overdue payables to suppliers.

The transaction resulted in a net gain of $153.1 million on the sale of the 4G assets, which is included in operating income for the year ended December 31, 2024. The assets sold had a net book value of $18.4 million at the time of the sale. In addition, the Company recognized license revenue from deliveries under the licenses of the 5G broadband platform and the Monarch2 manufacturing rights, and the licensing of the patent portfolio.

The accounting for this transaction required significant judgement in estimating the fair values of the various intangible assets sold or licensed to Qualcomm. The estimations of the fair value of the 5G broadband platform license to Qualcomm were made taking into consideration similar transactions made by the Company with other customers in recent years. The fair value of the license of the acquired IP back to the Company was estimated taking into consideration estimated future cash flows from the sale of Monarch2 and Calliope2. The remaining portion of the transaction value was then allocated to the sale of the 4G IP for Monarch2 and Calliope2.

4. Segment information and Disaggregated Revenue Disclosures

The Company has one operating segment, which is the design and marketing of semiconductor components for cellular wireless systems. All information required to be disclosed under IFRS 8 Operating Segments is shown in the Consolidated Financial Statements and these associated Notes.


	Year ended December 31,
	2022		2023		2024
	(in thousands)
Asia :
China (including Hong-Kong)	$	24,018	$	21,702	$	11,430
Taiwan	1,066		29		468
Rest of Asia	2,210		92		743
Total Asia	27,294		21,823		12,641
Germany	15,525		1,001		801
United States of America	16,749		8,666		20,368
Rest of world	983		2,126		3,021
Total revenue	$	60,551	$	33,616	$	36,831

Of our total revenue, 96.2% is attributable to international sales for the year ended December 31, 2024 (96.2% for 2023 and 99.8% for 2022).

The Company categorizes its total revenue based on technology.


	Year ended December 31,
	2022		2023		2024
	(in thousands)
Broadband IoT	$	36,181	$	21,842	$	17,655
Massive IoT	24,370		11,774		19,176
Total revenue	$	60,551	$	33,616	$	36,831

Additionally, the Company categorize its total revenue based on product, license and services revenue.

F-24

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)


	Year ended December 31,
	2022		2023		2024
	(in thousands)
Product	$	22,974	$	8,060	$	12,007
License	31,005		22,997		22,513
Development and other services	6,572		2,559		2,311
Total revenue	$	60,551	$	33,616	$	36,831

License revenue includes, in particular in 2024 partial deliveries of Intellectual Property under a 5G broadband license and under a Monarch2 manufacturing license to Qualcomm, and in all three years license fees from agreements signed with strategic partners (See Note 20 to these Consolidated Financial Statements).

Development and other services include revenues recognized under contracts for various software customization and other engineering services.

The substantial majority of the Company’s current and non-current assets are held by the parent company, Sequans Communications S.A. and located in France. See Note 21.3 to these Consolidated Financial Statements for information about major customers.

5. Other income and expenses

5.1. Financial income and expenses

Financial income:


	Year ended December 31,
	2022		2023		2024
	(in thousands)
Income from short-term investments and term deposits and other finance revenue	$	68	$	177	$	850
Debt amendments (Note 15.1, Note 15.2, Note 17.3)	476		247		13,952
Change in fair value of convertible debt derivative (Note 15.1)	6,878		3,200		3
Foreign exchange gain	7,076		1,166		3,037
Total financial income	$	14,498	$	4,790	$	17,842

Financial expenses:


	Year ended December 31,
	2022		2023		2024
	(in thousands)
Interest on loans	$	8,146	$	9,584	$	22,465
Interest on lease contracts (see Note 16)	571		479		321
Interest on financing component of long term development services agreement (see Notes 19 and 20)	966		115		69
Interest on supplier payable with extended payment terms	222		286		142
Other bank fees and financial charges	1,020		946		731
Foreign exchange loss	5,994		1,858		2,543
Total financial expenses	$	16,919	$	13,268	$	26,271

For the year ended December 31, 2024, interest on loans included $22,409,000 related to convertible debt instruments issued in 2021 and 2019, the French government debt financing received in 2020 and bridge loans (compared with $9,566,000 and $8,094,000 for the years ended December 31, 2023 and 2022, respectively which also included government loans granted in 2015, convertible debt instruments issued in 2018, 2016 and 2015 and bridge loans received in late 2023) (See Note 15.1 to the Consolidated Financial Statements).

F-25

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

The net foreign exchange gain of $494,000 for the year ended December 31, 2024 (2023: net foreign exchange loss of $692,000; 2022: net foreign exchange gain $1,082,000) arises primarily from euro-based monetary liabilities.

For the year ended December 31, 2024, a gain of $3,000 (2023 : gain of $3,200,000; 2022: gain of $6,878,000) was recognized, related to the change in fair value of the convertible debt embedded derivative (See Note 15.1 to the Consolidated Financial Statements).

For the year ended December 31, 2024, income of $13,952,000 (2023: gain of $247,000; 2022: gain of $476,000) was recognized related to the impact of the convertible debt amendment and loans (see Note 15.1 to the Consolidated Financial Statements).

5.2. Cost of revenue and operating expenses

The tables below present the cost of revenue and operating expenses by nature of expense:


		Year ended December 31,
	Note	2022		2023		2024
		(in thousands)
Included in cost of revenue:
Cost of components		$	13,102	$	5,071	$	5,846
Depreciation and impairment	8	428		395		289
Amortization of intangible assets	9	148		118		164
Wages and benefits		2,497		2,059		1,341
Share-based payment expense	14	160		131		84
Assembly services, royalties and other		1,336		1,702		1,368
		$	17,671	$	9,476	$	9,092


		Year ended December 31,
	Note	2022		2023		2024
		(in thousands)
Included in operating expenses (income) (between gross profit and operating result):
Gain on sale of 4G intangible and tangible assets, net	3	—		—		$	(153,129)
Depreciation and impairment	8	$	3,551	$	4,082	2,814
Amortization of intangible assets	9	7,888		7,346		4,145
Impairment of 5G broadband platform intangible and tangible assets		—		—		56,633
Wages and benefits		33,195		36,014		39,637
Share-based payment expense	14	5,317		6,973		4,006
Foreign exchange (gains) losses related to hedges of euro		207		(180)		(47)
Other, net		(3,439)		(257)		4,147
		$	46,719	$	53,978	$	(41,794)

F-26

5.3. Employee benefits expense


		Year ended December 31,
	Note	2022		2023		2024
		(in thousands)
Wages and salaries		$	27,115	$	28,863	$	31,458
Social security costs and other payroll taxes		8,408		9,087		9,270
Other benefits		159		159		171
Pension costs		10		(36)		79
Share-based payment expenses	14	5,477		7,104		4,090
Total employee benefits expense		$	41,169	$	45,177	$	45,068

The amount recognized as an expense for mandatory social tax contributions amounts to $1,483,000 for the year ended December 31, 2024 ($1,398,000 and $1,465,000 for the years ended December 31, 2022 and 2023, respectively).

5.4. Research and development expense and tax credit receivable

The research tax credit in France is deducted from corporate income taxes due; if taxes due are not sufficient to cover the full amount of the credit, the balance is received in cash three years later (one year later if the Company is below certain size criteria, which was the case for each of the years ended December 31, 2024, 2023 and 2022). Total research tax credit receivable as of December 31, 2024 is $3,441,000, ($2,986,000 relating to tax credits receivables for 2024, $117,000 for 2023, $105,000 for 2022, $129,000 for 2021 and $104,000 for 2020). Part of the amount was financed in 2024 and reimbursed in February 2025 as the company decided to terminate the financing agreement (see Note 15.3 to the Consolidated Financial Statements).

The Company also has small research tax credits available in the United Kingdom.

In the years ended December 31, 2022, 2023 and 2024, the Company capitalized costs related to the development of LTE Category 1 chipset and of the 5G broadband platform.

The impact of the reduction of research and development expense due to government grants, research tax credit and development costs capitalized was as follows:


	Year ended December 31,
	2022		2023		2024
	(in thousands)
Research and development costs	$	47,353	$	53,018	$	47,566
Research tax credit	(4,622)		(5,374)		(3,821)
Government and other grants	(4,888)		(1,834)		(1,939)
Development costs capitalized (*)	(13,808)		(22,328)		(15,485)
Amortization of capitalized development costs	2,575		2,642		2,206
Total research and development expense	$	26,610	$	26,124	$	28,527

(*) Reflecting reduction for research tax credits of $1,371,000, $2,145,000 and $1,924,000 for the years ended December 31, 2024, 2023 and 2022, respectively.

F-27

6. Income tax

The major components of income tax expense are:


	Year ended December 31,
	2022		2023		2024
	(in thousands)
Consolidated Statement of Operations
Current income tax expense (benefit)	$	2,609	$	2,683	$	3,626
Deferred income tax expense (benefit)	139		(9)		(89)
Income tax expense (benefit)	$	2,748	$	2,674	$	3,537

In the years ended December 31, 2024, 2023 and 2022, withholding taxes were retained from a license fee invoiced in China. This withholding was only recoverable the year of the invoicing. As the parent company was in a tax loss position in 2023 and 2022, the amounts of $1,875,000 in 2023 and $2,250,000 in 2022 were not recoverable and were recorded in Income tax expense. In 2024, the Company is in tax income position, so the amount of $10,000 withheld in 2024 is recoverable and was deducted from the income tax expense.

Under French tax regulations, the Company may opt to apply a special lower-tax regime to sales or licenses of qualifying intellectual property, commonly referred to as "IP Box". Taxable income from such qualifying transaction is taxed at a rate of 10%. The Company has opted to apply the IP Box regime to the taxable income arising from the sale of the Monarch 2 qualifying intellectual property, which is the trademarkable software element. The allocation of the gain on the sale of 4G assets was allocated between the assets sold and between the eligible versus ineligible intellectual property based on an analysis of the respective development costs. The gain associated with the sale of Monarch2 eligible software was reduced by the value of related capital development costs that were on the balance sheet at the transaction date, as well as related research and development costs expensed in 2024 through the transaction date. Our use of the IP Box regime for this transaction is being submitted for review by the French tax administration. A ruling is expected to be received before the end of 2025. At December 31, 2024, the amount of current tax liabilities was $2,827,000. In the event of an unfavorable ruling, all our French taxable income would be taxed at 25%, resulting in an increase of taxes due of $4,280,000.

A reconciliation of income taxes computed at the French statutory rate 25.00% for the years ended December 31, 2024, 2023 and 2022 to the income tax expense (benefit) is as follows:


	Year ended December 31,
	2022		2023		2024
	(in thousands)
Profit (loss) before income taxes	$	(6,260)	$	(38,316)	$	61,104
At France’s statutory income tax rate of 25% in 2022, 2023 and in 2024	(1,565)		(9,579)		15,276
Impact of French income taxed under IP Box regime at 10%	—		—		(8,793)
Non-deductible share-based payment expense	1,369		1,776		1,023
Tax credits	(1,156)		(1,344)		(955)
Permanent differences and other	(503)		212		(29)
Withholding tax	2,250		2,055		—
Use of tax loss carryforwards	—		—		(2,985)
Unrecognized benefit of tax losses carryforward	2,353		9,554		—
Income tax expense (income)	$	2,748	$	2,674	$	3,537

Significant components of the Company’s deferred tax assets and liabilities are as follows:

F-28


	Consolidated Statement of Financial Position						Equity					Consolidated Statement of Operations
	December 31,						December 31,					Year ended December 31,
	2022		2023		2024		2022	2023		2024		2022		2023		2024
	(in thousands)						(in thousands)					(in thousands)
Government loan	7		(127)		(117)		—	—		—		142		(135)		11
Intangible assets	(133)		(120)		(4)		—	—		—		(105)		13		116
Lease contracts	—		—		(105)		—	—		—		—		—		(105)
Cash flow hedge	(3)		2		1		—	—		—		(1)		5		(1)
Remeasurement of non-monetary accounts	(487)		(3)		103		—	—		—		(316)		485		106
Other provisions and accruals	(495)		(962)		(928)		—	—		—		(4)		(468)		33
From subsidiaries	258		264		173		—	—		—		139		(9)		(89)
Deferred tax asset not recognized on losses (Loss available for offsetting against future taxable income)	1,111		1,210		1,050		—	—		—		284		100		(160)
Total	$	258	$	264	$	173	—	$	—	$	—	$	139	$	(9)	$	(89)

The changes in deferred tax assets and liabilities were as follows:


	2022		2023		2024
	(in thousands)
At January 1st	$	138	$	258	$	264
Tax expense (income) during the year recognized in Profit or Loss	139		(9)		(89)
Tax expense (income) during the year recognized in equity	—		—		—
Effect of foreign exchange	(19)		15		(2)
At December 31st	$	258	$	264	$	173

In the year ended December 31, 2024, the Company used28,658,000 of accumulated tax losses to offset the year's taxable income. As of December 31, 2024, the Company had accumulated tax losses which arose in France of $349,417,000, after partial use in 2024, that are available for offset against future taxable profits of Sequans Communications S.A within a limit of one million euro per year, plus 50% of the profit exceeding this limit. Remaining unapplied losses would continue to be carried forward indefinitely.

Deferred tax assets were recognized in 2022, 2023 and 2024 only to the extent that deferred tax liabilities existed relating to the same taxable entity, which are expected to reverse in the same period as the asset or into which a tax loss may be carried forward.

7. Earnings (loss) per share

Basic earnings (loss) per share and American Deposit Shares (ADS) amounts are calculated by dividing net income (loss) for the year attributable to all shareholders of the Company by the weighted average number of all shares or ADS outstanding during the year.

Diluted earnings per share and ADS amounts are calculated by dividing the net earnings attributable to equity holders of the Company by the weighted average number of shares or ADS outstanding during the year plus the weighted average number of shares or ADS that would be issued on the exercise of all the dilutive stock options and warrants, and upon vesting of restricted stock awards as well as conversion of convertible debt. Dilution is defined as a reduction of earnings per share or ADS or an increase of loss per share or ADS. As the exercise of all outstanding stock options and warrants as well as vesting as restricted stock awards and conversion of convertible debt, would decrease loss per ordinary share or ADS, they are considered to be anti-dilutive and excluded from the calculation of loss per ordinary share or ADS.

On October 9, 2024, the Company modified the ratio of shares per ADS from four share per ADS to ten shares per ADS. Basic and diluted earnings (loss) per ADS presented below were retrospectively adjusted to give effect to the ADS ratio change of October 9, 2024 following which each ADS represents 10 ordinary shares.

F-29

The following reflects the income and share data used in the basic and diluted earnings (loss) per ordinary share and ADS computations:


	Year ended December 31,
	2022		2023		2024
	(in thousands, except share and per share data)
Profit (Loss)	$	(9,008)	$	(40,990)	$	57,567
Weighted average number of shares outstanding for basic EPS	184,587,104		225,183,996		248,290,190
Net effect of dilutive stock options	—		—		—
Net effect of dilutive warrants	—		—		10,004,114
Net effect of vesting of restricted stock	—		—		25,726.711
Net effect of conversion of convertible notes	—		—		—
Weighted average number of shares outstanding for diluted EPS	184,587,104		225,183,996		284,021,015
Basic earnings (loss) per share	$	(0.05)	$	(0.18)	$	0.23
Diluted earnings (loss) per share	$	(0.05)	$	(0.18)	$	0.20
ADS outstanding for basic earnings (loss) per ADS	18,458,710		22,518,400		24,829,019
ADS outstanding for diluted earnings (loss) per ADS	18,458,710		22,518,400		28,402,102
Basic earnings (loss) per ADS	$	(0.49)	$	(1.82)	$	2.32
Diluted earnings (loss) per ADS	$	(0.49)	$	(1.82)	$	2.03

F-30

8. Property, plant and equipment

Property, plant and equipment include:


	Leasehold improvements		Plant and equipment		IT and office equipment		Right of use		Total
	(in thousands)
Cost:
At January 1, 2022	$	1,437	$	28,842	$	4,342	6,694		$	41,315
Additions	15		3,891		222		458		4,586
Disposals	—		(175)		(54)		(73)		(302)
Exchange difference	(35)		(178)		(123)		—		(336)
At December 31, 2022	1,417		32,380		4,387		7,079		45,263
Additions	75		1,812		220		767		2,874
Disposals	—		(2)		(3)		(414)		(419)
Exchange difference	10		107		16		—		133
At December 31, 2023	1,502		34,297		4,620		7,432		47,851
Additions	—		772		70		462		1,304
Disposals	(77)		(727)		(275)		(705)		(1,784)
Exchange difference	(4)		(22)		(19)		—		(45)
At December 31, 2024	$	1,421	$	34,320	$	4,396	$	7,189	$	47,326
Depreciation and impairment:
At January 1, 2022	1,286		24,805		3,894		3,320		33,305
Depreciation charge for the year	67		2,441		241		1,230		3,979
Disposals	—		(153)		(52)		(73)		(278)
Exchange difference	(20)		(122)		(90)		—		(232)
At December 31, 2022	1,333		26,971		3,993		4,477		36,774
Depreciation charge for the year	41		2,421		198		1,223		3,883
Impairment	—		711		—		—		711
Disposals	—		(2)		—		(414)		(416)
Exchange difference	7		69		8		—		84
At December 31, 2023	1,381		30,170		4,199		5,286		41,036
Depreciation charge for the year	21		1,656		225		1,201		3,103
Impairment	—		251		—		—		251
Disposals	(23)		(606)		(224)		(483)		(1,336)
Exchange difference	(4)		(15)		(17)		—		(36)
At December 31, 2024	$	1,375	$	31,456	$	4,183	6,004		$	43,018
Net book value:
At January 1, 2022	$	151	$	4,037	$	448	3,374		$	8,010
At December 31, 2022	84		5,409		394		2,602		8,489
At December 31, 2023	121		4,127		421		2,146		6,815
At December 31, 2024	$	46	$	2,864	$	213	1,185		$	4,308

Right-of-use assets as of December 31, 2024 relate to real-estate leases ($6,969,000, gross, $7,212,000, gross as of December 31, 2023 and $6,859,000, gross as of December 31, 2022) as well as IT and office equipment leases ($220,000, gross, $220,000, gross as of December 31, 2023 and 2022).

In the year ended December 31, 2024, the Company recognized an impairment loss of $251,000 related to the decision to discontinue the development of the 5G broadband platform. In the year ended December 31, 2023, the Company recognized an impairment loss of $707,000 related to a production equipment with a carrying amount is not recoverable.

F-31

Following the sale and license back of the Monarch 2 and Calliope 2 intellectual property as described in Note 3, the Company reassessed the remaining useful lives of equipment related to these two products, extending the useful lives until the end of 2029 to be consistent with the estimated useful life of the license back.

F-32

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

9. Intangible assets

Intangible assets include:


	Capitalized development costs		Licenses		Total
	(in thousands)
Cost:
At January 1, 2022	$	35,095	$	31,008	$	66,103
Additions	13,808		5,101		18,909
Disposals	—		(2,441)		(2,441)
Exchange difference	—		(234)		(234)
At December 31, 2022	48,903		33,434		82,337
Additions	22,327		633		22,960
Disposals	—		(2,121)		(2,121)
Exchange difference	—		(7)		(7)
At December 31, 2023	71,230		31,939		103,169
Additions	15,484		4,702		20,186
Disposals	(25,851)		(4,493)		(30,344)
Exchange difference	—		(22)		(22)
At December 31, 2024	$	60,863	$	32,126	$	92,989
Depreciation and impairment:
At January 1, 2022	$	5,710	$	22,409	$	28,119
Amortization	2,575		5,458		8,033
Impairment	—		3		3
Disposals	—		(2,441)		(2,441)
Exchange difference	—		(82)		(82)
At December 31, 2022	8,285		25,347		33,632
Amortization	2,640		4,708		7,348
Disposals	—		(2,121)		(2,121)
Exchange difference	—		10		10
At December 31, 2023	10,925		27,944		38,869
Amortization	2,206		2,103		4,309
Impairment	55,156		1,225		56,381
Disposals	(7,705)		(4,493)		(12,198)
Exchange difference	—		(13)		(13)
At December 31, 2024	$	60,582	$	26,766	$	87,348
Net book value:
At January 1, 2022	$	29,385	$	8,599	$	37,984
At December 31, 2022	40,618		8,087		48,705
At December 31, 2023	60,305		3,995		64,300
At December 31, 2024	$	281	$	5,360	$	5,641

Capitalized development costs included $11.3 million related to the 5G broadband platform capitalized in the year ended December 31, 2024 ($18.4 million in 2023 and $25.5 million in 2022).

In the year ended December 31, 2024, the Company decided to discontinue the development of the 5G broadband platform due to the estimated expense to complete the development. The Company judged that reactivation of the development was highly unlikely and therefore recovery of the amounts capitalized on the balance sheet was deemed unrecoverable.

F-33

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

Consequently, the Company recognized impairment losses of $55.2 million for the total amount of development costs capitalized and $1.2 million for capitalized third-party licenses.

In August 2024, the Company sold to Qualcomm its IP for two main 4G IoT technologies (Monarch2 and Calliope2). The disposal of development costs capitalized of $18.1 million was included in the net gain on sale of 4G IP in the Consolidated Statement of Operations (See Note 3 to the Consolidated Financial Statements).

In addition, the transaction provided for a license back of the Monarch 2 and Calliope 2 intellectual property as described in Note 3. The fair value of the license back has been estimated to be $3 millions and it's included in 2024 additions. The Company reassessed the remaining useful lives of licenses related to these two products, extending the useful lives until the end of 2029 to be consistent with the estimated useful life of the license back.

10. Inventories


	At December 31,
	2022		2023		2024
	(in thousands)
Components	$	6,641	$	4,706	$	2,445
Finished goods	4,599		4,559		3,679
Total inventories at cost	$	11,240	$	9,265	$	6,124
Provision for slow-moving or damaged components	$	606	$	1,065	$	1,468
Provision for slow-moving or damaged finished goods	1,247		1,865		1,782
Total provision for slow-moving or damaged inventory	$	1,853	$	2,930	$	3,250
Components, net	$	6,035	$	3,641	$	977
Finished goods, at the lower of cost and net realizable value	3,352		2,694		1,897
Total net inventories	$	9,387	$	6,335	$	2,874

The provisions for slow-moving or damaged inventory are related to units either damaged or in excess of the units needed to serve the expected demand for identified customers and projects. In the year ended December 31, 2022, the Company recorded expense related to certain components whose lead-times increased during the COVID-19 and other supply chain constraints, that ultimately were not used in production and expired. This represented $340,000 of the 2022 provision. In the year ended December 31, 2023, the Company recorded an additional expense of $126,000 and some components were physically scrapped resulting in a provision reversal of $104,000. In the year ended December 31, 2024, some components were sold resulting in a provision reversal of $8,000. At December 31, 2024, the provision related to those components represented $354,000. The remaining amount of $2,896,000 in depreciation is related to finished goods and components in excess of the units needed to serve the expected demand for identified customers and projects.

11. Trade receivables and contract assets

Trade receivables and contract assets are non-interest bearing. Trade receivables generally have 30-90 day payment terms.


	At December 31,
	2022		2023		2024
	(in thousands)
Trade receivables	$	11,243	$	10,803	$	7,211
Contract assets	176		497		122
Provision for credit notes to be issued	(225)		(164)		(101)
Provisions on trade receivables	(2,524)		(2,524)		(2,301)
Net trade receivables	$	8,670	$	8,612	$	4,931

In the years ended December 31, 2024, 2023 and 2022, the Company recorded credit notes primarily related to customer rebate programs and product returns. Such rebates are recorded as a reduction of revenue in the same period that the product is delivered.

The movements in the provision for impairment of receivables were as follows:

F-34

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)


	December 31,
	2022		2023		2024
	(in thousands)
At January 1,	$	2,789	$	2,524	$	2,524
Charge for the year	—		—		—
Utilized amounts	(265)		—		(223)
Unutilized amounts	—		—		—
At year end	$	2,524	$	2,524	$	2,301

In the years ended December 31, 2022, 2023 and 2024, no new trade receivables were impaired. Trade receivables impaired are related primarily to significantly aged receivables, which the Company no longer expects to collect although still subject to enforcement.

As at year end, the aging analysis of trade receivables and contract assets that were not impaired is as follows:


	Total		Neither past due nor Impaired		Past due but not impaired
					<30 days		30-60 days		60-120 days		>120 days
	(in thousands)
At December 31, 2022	$	8,670	$	8,367	$	209	$	94	$	—	$	—
At December 31, 2023	$	8,612	$	6,532	$	1,919	$	101	$	4	$	56
At December 31, 2024	$	4,931	$	4,392	$	501	$	—	$	—	$	38

Due to its historical experience, the Company does not assign credit risk rating grades to its trade receivables, but assesses credit risk at the customer level. Based on an analysis of historical credit losses, the Company has not applied any expected credit losses to its outstanding receivables as of the year end beyond specific provisions for doubtful accounts.

12. Cash, cash equivalents and short-term deposits


	At December 31,
	2022		2023		2024
	(in thousands)
Cash at banks	$	5,664	$	5,697	$	9,085
Cash equivalents	7		8		8
Short-term deposits	5,000		—		53,000
Cash, cash equivalents and deposits	$	10,671	$	5,705	$	62,093

Cash at banks earns no interest. Cash equivalents in money market funds and short-term deposits are invested for short-term periods depending on the immediate cash requirements of the Company, and earn interest at market rates for short-term investments. The fair value of cash, cash equivalents and short-term deposits is equal to book value. Most of the cash, cash equivalents and short-term deposits is held in U.S. dollar and euros as follows:

F-35

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)


	At December 31,
	2022		2023		2024
	(in thousands)
U.S. dollar denominated accounts	$	9,720	$	5,250	$	61,189
Euro denominated accounts	466		91		509
GBP denominated accounts	19		319		130
SGP denominated accounts	23		13		24
NIS denominated accounts	428		1		214
RMB denominated accounts	3		10		17
Other currencies denominated accounts	12		21		10
Cash, cash equivalents and short-term deposits	$	10,671	$	5,705	$	62,093

13. Issued capital and reserves

The share capital of Sequans Communications S.A. is denominated in euros, as required by law in France. Any distributions to shareholders are denominated in euros. Amounts of capital and reserves presented in the Consolidated Statements of Financial Position in U.S. dollars have been translated using historical exchange rates.

On June 24, 2022, the Company reduced its share capital and premium by $2,283,000 and $325,180,000, respectively, reducing accumulated deficits by $327,463,000. The purpose of the transfers was to balance equity ratios between Issued capital and other equity accounts in order to be in compliance with French legal requirements to maintain a certain level of equity versus nominal capital (Article L223-42 of the French commercial code). The nominal value of shares was decreased from €0.02 to €0.01 after the transaction was completed.

On June 27 2023, the Company reduced its accumulated deficits by $12,727,000, reducing the share premium for the same amount. There was no impact on the nominal value.

Authorized capital, in number of shares

Authorized capital includes all shares issued as well as all potential shares which may be issued upon exercise of stock options, warrants, restricted share awards and conversion of convertible debt, or which the shareholders have otherwise authorized for specific capital increases. There is no impact on shareholders from the capital reduction as no shares have been cancelled or rights varied, and there is no change in the net asset position of the Company. At December 31, 2024, taking into account resolutions for capital increases approved by the shareholders in June 2024, authorized capital was 398,622,649 ordinary shares with a nominal value of €0.01 each (361,639,977 and 421,418,563 ordinary shares at December 31, 2022 and 2023, respectively).

There is one category of authorized shares: ordinary shares. The ratio of ordinary shares per ADS is ten shares represented by one ADS.

Shares issued and fully paid


	At December 31,
	2022			2023			2024
	Shares	Amount		Shares	Amount		Shares	Amount
	(in thousands, except for share data)
Ordinary shares	193,426,478	€	1,934	246,262,004	€	2,463	251,408,922	€	2,514
Converted to U.S. dollars at historical exchange rates		$	2,306		$	2,878		$	2,934

Other capital reserves

F-36

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

Other capital reserves include the accumulated share-based payment expense as of period end, the counterpart of which is in retained earnings (accumulated deficit) as the expense is reflected in profit and loss, as well as the fair value of the convertible debt embedded derivatives at the time of conversion rate was fixed in 2016, the change in fair value of the conversion options resulting from the 2017 and 2018 amendments, the value of the conversion option of the 2018 and 2019 convertibles, the value of warrants issued to the holder of the 2015 convertible note in connection with the September 2018 amendment, the value of warrants issued to the holder of the venture debt, the value of warrants issued to the holder of the 2019 convertible note in connection with the August 2022 and August 2023 amendments, the deferred tax impact related to the equity component of the convertible debts and venture debt, the initial fair value of the convertible debt embedded derivatives at the time the amendments were signed in 2020, the reversal of deferred tax liabilities on the equity component of the amended convertible debts, the value of the conversion option of the 2015, 2016 and 2019 convertibles debts and the fair value of unsecured related party loans signed in 2023 and 2024.

Dividend rights

Dividends may be distributed from the statutory retained earnings and additional paid-in capital, subject to the requirements of French law and the by-laws of Sequans Communications S.A. There were no distributable retained earnings at December 31, 2022, 2023 or 2024. Dividend distributions by the Company, if any, will be made in euros.

Capital transactions

On September 26, 2023, the Company increased its capital in connection with a private offering with 272 Capital Master Fund Ltd by issuing 8,480,564 ordinary shares at $0.7075 per ordinary share (or $7.075 per ADS). The total gross proceeds from the offering amounted to $5,999,999. Accordingly, issued capital in the Consolidated Statement of Financial Position was increased by $89,046 recorded in share capital and by $5,910,953 in share premium. Costs directly attributable to the equity transaction amounting to $0.1 million were deducted from the share premium.

On April 12, 2023, the Company increased its capital in connection with a private offering to 272 Capital Master Fund Ltd, Lynrock Lake Master Fund LP and several other institutional investors by issuing 38,834,952 ordinary shares at $0.515 per ordinary share (or $5.15 per ADS). The total gross proceeds from the offering amounted to $20,000,000. Accordingly, issued capital in the Consolidated Statement of Financial Position was increased by $423,301 recorded in share capital and by $19,576,699 in share premium. Costs directly attributable to the equity transaction amounting to $0.4 million were deducted from the share premium.

On March 11, 2022, the Company increased its capital in connection with a public offering by issuing 30,666,668 ordinary shares (including 4,000,000 shares from the underwriters' over-allotment option) at $0.75 per ordinary share (or $7.50 per ADS). The total gross proceeds from the offering amounted to $23,000,001. Accordingly, issued capital in the Consolidated Statement of Financial Position was increased by $674,813 recorded in share capital and by $22,325,188 in share premium. Costs directly attributable to the equity transaction amounting to $2.0 million were deducted from the share premium.

On January 11, 2022, the Company increased its capital in connection with a private offering with a strategic partner, Renesas Electronics Corporation by issuing 7,899,020 ordinary shares at $1.175 per ordinary share (or $11.75 per ADS). The total gross proceeds from the offering amounted to $9,281,349. Accordingly, issued capital in the Consolidated Statement of Financial Position was increased by $178,802 recorded in share capital and by $9,102,547 in share premium. Costs directly attributable to the equity transaction amounting to $0.1 million were deducted from the share premium.

In the years ended December 31, 2022, 2023 and 2024, ordinary shares were issued upon exercise of options and warrants as described in Note 14 to the Consolidated Financial Statements.

F-37

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

14. Share-based payment plans

The expense recognized for employee and other services received during the year ended December 31, 2024 and arising from equity-settled share-based payment transactions was $4,090,000 (2022: $5,477,000; 2023: $7,104,000). Of this total, $66,000 in 2024 (2022: $124,000; 2023: $111,000), related to warrants plans for consultants considered equivalent to employees.

The breakdown is as follows:


	Year ended December 31,
	2022		2023		2024
	(in thousands)
Cost of revenue	$	159	$	131	$	84
Research and development	$	1,758	$	2,019	$	718
Sales and marketing	$	1,132	$	1,397	$	946
General and administrative	$	2,428	$	3,557	$	2,342
Total	$	5,477	$	7,104	$	4,090

Stock options, warrants and restricted share awards give the right to acquire ordinary shares. The exercise price for options and warrants is based on the closing market price on the effective date of grant. There is no exercise price for restricted share awards; the beneficiary receives title to the underlying ordinary shares with no cash payment at the end of the vesting period. In general, the contractual life of the stock options and warrants is ten years. There are no cash settlement alternatives, and the Company has not developed a practice of cash settlement.

There have been no cancellations or modifications to any of the plans during the years ended December 31, 2022, 2023 or 2024.

General employee stock option and restricted shares awards

All employees of the French parent company and its subsidiaries are eligible to receive a grant of stock options or restricted shares awards.

In general, vesting of the stock options occurs over four years, with 25% vesting after the first anniversary of grant and the remaining 75% vesting monthly over the remaining 36 months. Restricted share awards (RSA) granted beginning in July 2024 vest over three years, with either 33% vesting after 1-year anniversary of the grant and the remaining 67% of the grant vesting semi-annually over the remaining 2 years or with 66% vesting after the 2-year anniversary of the grant and the remaining 34% vesting semi-annually over the remaining year. Prior to July 2024 grants, RSA vested over four years, with either 25% vesting after the 1-year anniversary of the grant and the remaining 75% of the grant vesting quarterly over the remaining 3 years, or with 50% vesting after the 2-year anniversary of the grant and the remaining 50% vesting quarterly over the remaining 2 years. From time to time, vesting of founders' warrants, stock options and restricted shares may be linked to employee performance with different vesting periods. Vested restricted shares may be sold only beginning two years after the effective date of grant.

All expenses related to these plans have been recorded in the Consolidated Statement of Operations in the same line items as the related employees’ cash-based compensation.

Warrant plans for board members and consultants

The Company awards warrants to members of the board of directors following approval by the shareholders and to a limited number of consultants who have long-term relationships with the Company. Vesting may be over a one-year, two-year, three-year or four-year period, or may be immediate, depending on the nature of the service contract. All expenses related to these plans have been recorded in the Consolidated Statements of Operations in the same line items as the related service provider’s cash-based compensation.

Movements in the periods presented

The following table illustrates the number of shares (ADS equivalents are not presented) and weighted average exercise prices (WAEP) of, and movements in, stock options and warrants during the period:

F-38

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)


	December 31,
	2022			2023			2024
	Number	WAEP		Number	WAEP		Number	WAEP
Outstanding at January 1,	5,233,437	$	1.73	5,868,521	$	1.51	6,811,814	$	1.27
Granted during the year	1,110,288	$	0.70	1,500,000	$	0.54	3,520,912	$	0.15
Forfeited during the year	(85,400)	$	1.78	(111,887)	$	1.70	(228,634)	$	2.04
Exercised during the year	—	$	—	—	$	—	—	$	—
Expired during the year	(389,804)	$	2.05	(444,820)	$	1.89	(681,278)	$	1.49
Outstanding at period end	5,868,521	$	1.51	6,811,814	$	1.27	9,422,814	$	0.82
Of which, warrants for consultants equivalent to employees	487,288	$	1.29	724,288	$	1.05	1,707,200	$	0.57
Exercisable at period end	4,685,828	$	1.70	5,420,965	$	1.44	6,142,512	$	1.17
Of which, warrants for consultants equivalent to employees	228,595	$	1.73	438,739	$	1.28	796,307	$	0.92

The following table illustrates the number of, and movements in, restricted shares awards (RSA) based on the number of ordinary shares (ADS equivalents are not presented) during the period:


	December 31,
	2022	2023	2024
Outstanding at January 1,	10,379,481	16,752,551	13,105,349
Granted during the year	10,550,820	2,640,460	21,432,152
Forfeited during the year	(736,282)	(686,092)	(3,807,502)
Vested during the year	(3,441,468)	(5,601,570)	(5,003,288)
Outstanding at period end	16,752,551	13,105,349	25,726,711

Exercise prices are denominated in U.S. dollars.

The weighted average remaining contractual life of stock options and warrants outstanding as December 31, 2024 was 3.1 years (2023: 2.6 years; 2022: 2.8 years).

The range of exercise prices per share for stock options and warrants outstanding at December 31, 2024 was $0.13 - $3.31, $0.54 - $3.31 at December 31, 2023 and $0.62—$3.31 at December 2022.

The weighted average fair value of stock options and warrants granted during the year ended December 31, 2024 was $0.08 (2023: $0.27; 2022: $0.34). The weighted average fair value of the restricted shares awards granted during the year ended December 31, 2024 was $0.22 (2023: $0.66; 2022: $0.91). The fair value is measured at the grant date. The following table lists the inputs to the models used for determining the value of the grants made for the years ended December 31, 2022, 2023 and 2024:


	December 31,
	2022	2023	2024
Dividend yield (%)	—	—	—
Expected volatility (%)	57	59	58 to 62
Risk–free interest rate (%)	1.25 to 2.1	2.5	4.35 to 4.75
Assumed annual lapse rate of awards (%)	20 for all except 2 for BSA and a limited group of beneficiaries	20 for all except 2 for BSA and a limited group of beneficiaries	20 for all except 2 for BSA and a limited group of beneficiaries
Sell price multiple (applied to exercise price)	2	2	2
Weighted average share price ($)	0.89	0.86	0.21
Model used	Binomial	Binomial	Binomial

F-39

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

For the year ended December 31, 2022, the expected volatility assumption is based on the Company’s volatility since its initial public offering in 2011. For the years ended December 31, 2023 and 2024, the 6-year adjusted volatility of the Company has been used.

Stock options and warrants can be exercised during a period after the vesting date until the plan terminates. In the pricing model, the assumption was made that plan participants will exercise before the end of the exercise period if the share price reaches a certain multiple of the exercise price.

If a sell-price multiple of 3 instead of 2 had been used (no impact on the restricted shares) and if the weighted average share price used in the pricing model had been decreased by 10%, share-based payment total compensation for stock options, warrants and restricted shares awards granted through December 31, 2024 would have decreased by (9.14)% (2023: (7.51)%; 2022: (9.40)%).

The expected life of the stock options and warrants is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome.

15. Interest-bearing loans and borrowings


		At December 31,
	Note	2022		2023		2024
		(in thousands)
Current
Convertible debt	15.1	—		52,278		—
Convertible debt embedded derivative	15.1	—		3		—
Unsecured related party loan	15.2	—		8,922		—
Interest-bearing receivables financing	15.3	7,723		9,544		3,742
Total current portion		$	7,723	$	70,747	$	3,742
Non-current
Convertible debt	15.1	$	43,455	$	—	$	—
Convertible debt embedded derivative	15.1	3,203		—		—
Total non-current portion		$	46,658	$	—	$	—

As of December 31, 2024, the Company had no drawn or undrawn committed borrowing or overdraft facilities in place.

15.1. Convertible debt

On August 16, 2019, the Company entered into a convertible note agreement with Nokomis Capital, L.L.C. in the principal amount of $5.0 million. The convertible note matured in August 2022 and was convertible, at the holder’s option, into the Company’s shares at a conversion rate of $1.03 per ordinary share.

Effective March 20, 2020, the convertible note was amended to grant the Company two options to extend the term of the note. Each option would give the Company the right to extend the term of such note by one year and consequently reset the conversion price to a 20% premium above the 20-day volume weighted average price (VWAP) if it was lower than the existing conversion price. On the first option exercise, the PIK would be adjusted to 9.5%, and the holder would be granted warrants for 15% of the value of the note with a three year term, at an exercise price of 20% premium above 20-day VWAP. On the second option exercise, the PIK would be adjusted to 13.5%, and the holder would be granted an additional warrant for 20% of the value of the note with a three year term, at an exercise price of 20% premium above 20-day VWAP. In consideration for entering into the amendments, the warrants that Nokomis owns previously and that were scheduled to expire April 2021 were extended to April 2024 upon the signing of the note amendment and expired in April 2024.

The 2019 note was an unsecured obligation of the Company. The note was to mature on August 16, 2022, except if the Company exercised its options to extend the term of the notes as provided in the March 20, 2020 amendment. The note was not redeemable prior to maturity. The accreted principal amounts of the note was convertible at any time or times on or after the issuance dates until maturity, in whole or in part, subject to certain adjustments for significant corporate events, including certain dilutive issuances, dividends, stock splits and other similar events.

F-40

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

Interest accrued on the unconverted portion of the note at the rate of 7% per year (until the above options were exercised), and was paid in kind annually on the anniversary of the issuance of the note. The note also provided for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the note to become or to be declared due and payable.

In the event of a recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company’s assets or other transaction, which in each case would result in the Company’s shareholders receiving stock, securities or assets with respect to or in exchange for their ADSs or ordinary shares, the holders would elect, at their option, either (a) to require the Company to repurchase for cash the entire accreted principal amount of the note or (b) to convert the note in their entirety.

The note contained customary ongoing covenants of the Company. In addition, the note provided that the Company would not grant a consensual security interest or pledge its personal property assets to a third-party lender (with certain limited exceptions) during the time that the notes were outstanding.

On April 9, 2021, the Company entered into a convertible note agreement with Lynrock Lake Master Fund LP in the principal amount of $40.0 million (the "Lynrock Lake Note"). The Lynrock Lake Note matured in April 2024 and was convertible, at the holder’s option, into the Company’s shares at a conversion rate of $1.915 per ordinary share (representing $7.66 per ADS), subject to a 9.9% ownership limit for Lynrock Lake. The Lynrock Lake Note earned interest annually at an interest rate of 5.0625% for cash payments or 6% for payment in kind accruals. The Company retained an option to call the Lynrock Lake Note under certain circumstances after 12 months, either in full or in part. If a change of control occurred at any time prior to the payment of the note in full, Lynrock Lake Master Fund LP would have the right, in its sole discretion, to require the Company to convert or redeem all of the outstanding principal amount (including accrued interest and unpaid interest). In the event that the note was not converted and the Company did not repay the amount due on the maturity date, the interest rate automatically increased to 8% beginning April 10, 2024.

The Lynrock Lake Note was accounted for as compound financial instruments with two components:

•A liability component reflecting the Company’s contractual obligation to pay interest and redeem the bonds in cash; and

•An embedded derivative, which reflects the value of the conversion option.

The initial fair value of the notes was split between these two components.

The fair value of the liability component on the issuance date represented the fair value of a similar liability that does not have an associated equity conversion feature, calculated as the net present value of contractually determined future cash flows, discounted at the rate of interest applied by the market at the time of issue to instruments of comparable credit status and providing substantially the same cash flows, on the same terms, but without the conversion option. The Company used 20.89% as the market rate of interest in order to value the liability components of the note on issuance. The embedded derivative of the Lynrock Lake Note was valued using the Geometric Brownian Motion framework relying on Monte-Carlo simulations. On April 9, 2021, the initial fair value of the embedded derivative of the notes was calculated to be $12,713,000 The change in fair value was remeasured and recorded as financial income or loss at each Statement of Financial Position date.

On August 15, 2022, the Nokomis Note issued in August 2019 arrived at maturity and the Company elected to exercise the first option of the amendment signed on March 20, 2020, to extend the maturity to August 16, 2023 in exchange for the issuance of 594,680 warrants (148,670 ADSs) to Nokomis at an exercise price of $1.03 per warrant ($4.12 per ADS). The expiration date of these warrants was August 15, 2025. In accordance with Article II of the amendment, the interest rate on the note increased to 9.5% per annum effective August 15, 2022. Conversion price of the debt was unchanged. This resulted in the extinguishment of the existing note and issuance of a new note for accounting purposes. The amended debt was accounted for as compound financial instruments with two components:

•A liability component reflecting the Company’s contractual obligation to pay interest and redeem the notes in cash; and

•An embedded derivative, which reflects the value of the conversion option.

The value of the liability component at the extension date was $6,125,000. The fair value of the new liability component represented the fair value of a similar liability that does not have an associated equity conversion feature, calculated as the net present value of contractually determined future cash flows, discounted at the rate of interest applied by the market at the time of issue to instruments of comparable credit status and providing substantially the same cash flows, on the same terms, but without the conversion option.

F-41

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

The Company used 23.2% as the market rate of interest in order to value the liability components for an amount of $5,454,000. The change in the liability component before and after the extension and the fair value of the warrants granted was recorded for a gain of $476,000 in the Consolidated Statement of Operations in “Debt amendments". The fair value of the embedded derivative of the note was calculated at the extinguishment date and the change in fair value of $343,000 was recorded as financial expenses in the Consolidated Statement of Operations.

On August 15, 2023, the Nokomis Note issued in August 2019 arrived at its extended maturity and the Company elected to exercise the second option of the amendment signed on March 20, 2020, to extend the maturity to August 16, 2024 in exchange for the issuance of 1,244,820 warrants (311,205 ADSs) to Nokomis at an exercise price of $0.8092 per warrant ($3.2328 per ADS) and to extend the term of the warrant issued in August 2022 by one year. The expiration date of both issues of warrants is August 15, 2026. In accordance with Article II of the amendment, the interest rate on the note increased to 13.5% per annum effective August 15, 2023. Conversion price of the debt was unchanged. This resulted in the extinguishment of the existing note and issuance of a new note for accounting purposes. The amended debt was accounted for as compound financial instruments with two components:

•A liability component reflecting the Company’s contractual obligation to pay interest and redeem the notes in cash; and

•An embedded derivative, which reflects the value of the conversion option.

The value of the liability component at the extension date was $6,707,000. The fair value of the new liability component represented the fair value of a similar liability that does not have an associated equity conversion feature, calculated as the net present value of contractually determined future cash flows, discounted at the rate of interest applied by the market at the time of issue to instruments of comparable credit status and providing substantially the same cash flows, on the same terms, but without the conversion option. The Company used 21.9% as the market rate of interest in order to value the liability components for an amount of $6,378,000. The change in the liability component before and after the extension and the fair value of the warrants granted was recorded for a gain of $247,000 in the Consolidated Statement of Operations in Debt amendments. The fair value of the embedded derivative of the note was calculated at the extinguishment date and the change in fair value of $421,000 was recorded as financial expenses in the Consolidated Statement of Operations.

At December 31, 2023, the recalculated fair value of the remaining Nokomis Note and the Lynrock Lake Note embedded derivatives was a total of $3,000 ($3,203,000 at December 31, 2022) and the change of the fair value of $3,200,000 for the year ended December 31, 2023 ($6,878,000 for the years ended December 31, 2022) was recorded in the Consolidated Statement of Operations.

This resulted in the extinguishment of the existing notes and issuance of a new notes for accounting purposes. The amended debts were accounted for as compound financial instruments with two components:

•A liability component reflecting the Company’s contractual obligation to pay interest and redeem the notes in cash; and

•An embedded derivative, which reflects the value of the conversion option.

The value of the liability components at the extension date was $54,935,000 (Nokomis Note: $7,294,000 ; Lynrock Note:$47,641,000). The fair value of the new liability components represented the fair value of a similar liability that does not have an associated equity conversion feature, calculated as the net present value of contractually determined future cash flows, discounted at the rate of interest applied by the market at the time of issue to instruments of comparable credit status and providing substantially the same cash flows, on the same terms, but without the conversion option. The Company used market rate of interest in order to value the liability components for an amount of $41,315,000 (Nokomis Note: $5,618,000 at market rate of 78.3% ; Lynrock Note: $35,697,000 at market rate of 80.8%) The change in the liability component before and after the extension was recorded for a gain of $13,260,000 (Nokomis Note: $1,676,000 ; Lynrock Note: $11,944,000) in the Consolidated Statement of Operations in “Debt amendments. The fair value of the embedded derivative of the note was calculated at the extinguishment date and the change in fair value of $3,000 was recorded as financial income in the Consolidated Statement of Operations.

F-42

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

On October 1, 2024, the Company repaid the Lynrock note and accrued interest for an amount of $49,473,000. On October 8, 2024, the Company repaid the Nokomis note and accrued interest for an amount of $7,739,000.

15.2. Unsecured related party loan

On November 8, 2023, in connection with contemplated acquisition of the Company by Renesas Electronics Corporation ("Renesas") that was in process at the time (subsequently terminated in February 2024), the Company entered into a Security Purchase Agreement with Renesas Electronics America ("Renesas America") whereby Renesas America agreed to the issuance of an unsecured subordinated note (the “Note”) in an aggregate principal amount of $6.0 million, at a stated rate of interest of 9.5% per annum. The principal amount and any accrued interest on the Note was due on the earliest to occur of (i) the written demand by the holder of the Note for repayment after the successful consummation of the offer by Renesas Electronics Europe GmbH, incorporated as a limited liability company under the laws of Germany and a direct wholly owned subsidiary of Renesas, to acquire all of the Company’s outstanding ordinary shares, nominal value €0.01 per share (“Ordinary Shares”), including Ordinary Shares represented by American Depositary Shares (“ADSs”) and Ordinary Shares issuable upon the exercise or conversion or exchange of any outstanding options, warrants, convertible securities, restricted share awards or rights to purchase, subscribe for, or be allocated Ordinary Shares of the Company, for $0.7575 per Ordinary Share and $3.03 per ADS (the “Tender Offer”), (ii) 90 days after the termination of the Tender Offer (other than by reason of successful completion thereof), (iii) 90 days after the termination of the Memorandum of Understanding (the "MoU), dated as of August 4, 2023, by and between Renesas and the Company, and (iv) the date a Company Termination Fee (as defined in the MoU) was payable under the MoU.

On December 27, 2023, the Company entered into a second Security Purchase Agreement with Renesas America whereby Renesas America agreed to the issuance of a Note in an aggregate principal amount of $3.0 million, at a stated rate of interest of 9.5% per annum.

On February 12, 2024, the Company entered into a third Security Purchase Agreement with Renesas America whereby Renesas America agreed to the issuance of a Note in an aggregate principal amount of $9.0 million, at a stated rate of interest of 9.5% per annum.

On February 22, 2024, Renesas notified the Company that Renesas was terminating the MoU due its receipt of an adverse Japanese tax ruling on February 15, 2024 from the National Tax Agency of Japan.

On April 22, 2024, the Company issued an Unsecured Promissory Note with a principal amount of $5,000,000 to 272 Capital Master Fund, Ltd. The transaction closed on April 24, 2024. The Note bore paid-in kind interest at a rate of 12.0% per annum, compounded annually, with a guaranteed return of 40.0%. The Note was to mature on the earlier of April 22, 2025, or one day prior to the earliest extended maturity date of the Company’s existing convertible debt held by Lynrock Lake and Nokomis and subordinated notes held by Renesas.

In April, 2024, the Company secured a standstill agreements from Renesas. The agreement granted an initial standstill period until April 26, 2024 which was then extended until September 30, 2024. The change in the liability before and after the extension was recorded for a gain of $294,000 in the Consolidated Statement of Operations in "Debt amendments".

Interest expense related to the Notes recorded during the year ended December 31, 2024 amounted to $ 3,791,000 ($127,000 in the year ended December 31, 2023).

In October 2024, the Company repaid the loans with accrued paid-in-kind interest. $19,266,000 was repaid to Renesas ($18,000,000 in principal and $1,266,000 as accrued interest) and $7,000,000 ($5,000,000 in principal and $2,000,000 as accrued interest) to 272 Capital master Fund, Ltd. No repayments of principal occurred during the year ended December 31, 2023.

F-43

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

15.3. Interest-bearing financing of receivables

In June 2014, the Company entered into a factoring agreement with a French financial institution whereby a line of credit was made available equal to 90% of the face value of accounts receivable from product sales to qualifying customers, up to the amount covered by the Company's credit insurance per customer. In July 2017, the Company signed an amendment to the initial agreement to include limited financing of accounts receivable from service sales of $800,000. The Company transfers to the finance company all invoices issued to qualifying customers, and the customers are instructed to settle the invoices directly with the finance company. The Company pays a commission on the face value of the accounts receivable submitted and interest at SOFR 3 months USD +2%. In the event that the customer does not pay the invoice within 60 days of the due date, the receivable is excluded from the line of credit, and recovery becomes the Company’s responsibility. At December 31, 2024, $3,079,000 ($2,531,000 at December 31, 2023 and $4,732,000 at December 31, 2022) had been drawn on the line of credit and recorded as a current borrowing. On November 27, 2024, the Company informed the French financial institution that it terminated the factoring agreement which was up for renewal on March 2, 2025.

In March 2022, the Company entered into an agreement to finance the 2022 French research tax credit receivable as it was earned over the year. At December 31, 2022, the amount financed was $2,991,000, recorded as current liabilities and did not include retention of $1,249,000, which $360,000 was received in 2023, $780,000 in January 2024 and $109,000 is expected to be received in 2028. After the payment of the retention amount, the interest-bearing financing debt was netted with the research tax credit receivable. The effective interest rate of 5.33% includes expenses related to the financing.

In April 2023, the Company entered into a new agreement to finance the 2023 French research tax credit as it was earned over the year. At December 31, 2023, the amount financed was $3,369,000, recorded as current liabilities and did not include retention of $1,531,000, which $1,409,000 was received in 2024 and $122,000 is expected to be received in 2029. The effective interest rate of 1.46% includes expenses related to the financing.

In February 2024, the Company entered into a new agreement to finance the 2024 research tax credit as it was earned over the year. At December 31, 2024, the amount financed was $663,000, recorded as current liabilities. In January 2025, the company decided to terminate the agreement to finance the 2024 research tax credit and the amount financed was reimbursed in February 2025. The effective interest rate of 19.80% includes expenses related to the financing.

16. Lease liabilities

The Company recognized right-of-use of assets of $1,185,000 (included in property, plant and equipment in the Consolidated Statements of Financial Position). Identified lease contracts mainly relate to real-estate rental agreements. The lease liabilities were discounted at an incremental borrowing rate of 14.2%.

The table below presents the carrying amounts of right-of-use assets recognized and the movements during the period:

F-44

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)


	Real-estate
	(In thousands)
As at January 1, 2022	3,374
Additions	458
Disposals	(73)
Depreciation expense	(1,230)
Amortization disposals	73
As at December 31, 2022	$	2,602
Additions	767
Disposals	(414)
Depreciation expense	(1,223)
Amortization disposals	414
As at December 31, 2023	$	2,146
Additions	462
Disposals	(706)
Depreciation expense	(1,201)
Amortization disposals	484
As at December 31, 2024	$	1,185

There are no leases related to IT and office equipment

The table below present the carrying amounts of lease liabilities and the movements during the period:


	Lease liabilities		Current		Non-current
	(In thousands)
As at January 1, 2022	$	4,620	$	1,247	$	3,373
Additions	458
Disposals	(577)
Interests expense	571
Foreign exchange loss (gain)	(298)
Payments	(1,205)
As at December 31, 2022	$	3,569	$	1,291	$	2,278
Additions	767
Disposals	(414)
Interests expense	479
Foreign exchange loss (gain)	36
Payments	(1,321)
As at December 31, 2023	$	3,116	$	1,471	$	1,645
Additions	462
Disposals	(706)
Interests expense	321
Foreign exchange loss (gain)	87
Payments	(1,508)
As at December 31, 2024	$	1,772	$	1,439	$	333

F-45

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

The rental charges relating to short-term and low value leases remained classified as operating expenses in the Consolidated Statements of Operations and amounted to $1,737,000 for the year ended December 31, 2024 ($1,559,000 and $1,248,000 for the years ended December 31, 2023 and 2022, respectively).

17. Government grant advances and loans


		December 31,
	Note	2022		2023		2024
		(in thousands)
Current
Government grant advances	17.1	$	968	$	708	$	631
Research project financing	17.2	1,237		1,518		3,549
Government loans	17.2	1,954		1,727		1,299
Accrued interest	17.2	—		653		385
Total current portion		$	4,159	$	4,606	$	5,864
Non-current
Government grant advances	17.1	$	872	$	328	$	676
Research project financing	17.2	1,567		259		4,417
Government loans	17.3	1,424		173		616
Accrued interest	17.2	2,372		2,496		576
Total non-current portion		$	6,235	$	3,256	$	6,285

Historically the Company has succeeded in obtaining partial financing of some its research and development projects in the form of government project funding. In most cases, the financing is partly in the form of a grant, which is recorded as a reduction of research and development expense as the project progresses, and partly in the form of an interest-free or low-interest advance to be repaid after commercial launch of the financed product or according to some other predefined multiyear repayment plan. When the Company is awarded a new project, the total amount of the financing is recorded as a receivable with a corresponding liability. The financing generally is paid partially upfront and then based on achievement of project milestones.

17.1. Government grant advances

In 2024, the Company was named as a participant in one new collaborative projects with combined funding of €907,000 ($989,000 using the exchange rate of the grant dates) which is expected to be released to the Consolidated Statement of Operations over the lives of the projects, estimated to be approximately three years.

In 2023, the Company was named as a participant in one new collaborative projects with combined funding of €428,000 ($436,000 using the exchange rate of the grant dates) which is expected to be released to the Consolidated Statement of Operations over the lives of the projects, estimated to be approximately three years.

In 2022, the Company was named as a participant in four new collaborative projects with combined funding of €1,376,000 ($1,364,000 using the exchange rate of the grant dates). Three of them are expected to be released to the Consolidated Statement of Operations over the lives of the projects, estimated to be approximately three years, one was fully released in the year ended December 31, 2022.

17.2. Research project financing

In October 2014, Bpifrance, one of the Company’s shareholders and the financial agency of the French government, provided funding to the Company in the context of a long-term research project, estimated to be completed over a 3-year period. In December 2016, Bpifrance and the Company signed an amendment to extend the period from three to four years. The total funding amounted to €6,967,000 ($8,988,000 using the exchange rate of the funding dates) with a portion in the form of a grant (€2,957,000 or $3,815,000) and a portion in the form of a forgivable loan (€4,010,000 or $5,173,000). The funding was paid in three installments, the last of which was received in 2019 for €992,000 ($1,126,000 using the exchange rate of the payment date). The grant was recognized as a reduction of research and development expense when corresponding expense was incurred. The forgivable loan advance will be repaid from March 31, 2019 to January 2, 2025 of which €1,130,000 ($1,250,000 using the exchange rate of the payment dates) in principal and interests was paid in 2024 (€870,000, or $939,000 in 2023; €540,000, or $571,000, in 2022), and bears interests at a 1.53% fixed contractual rate.

F-46

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

The difference between the amount of grant received and the present value amounted to a reduction of $115,000 in the debt carrying value, with such difference being amortized over the contract period. If the sales of the product developed under this program are in excess of €350 million ($364 million using the exchange rate as of December 31, 2024) during a period of three years, then the Company shall pay for three consecutive years after the date of the termination of the reimbursment, a bonus to Bpifrance of 1% of annual revenues generated by products issued from the project (up to a maximum of €350,000,000 or $363,860,000 over a period of ten years). The Company doesn’t expect to make any such bonus payment to BPI.

In January 2016, Bpifrance provided funding to the Company for a new long-term research project, completed in early 2020. The total of the funding amounted to €2,095,000 ($2,288,000 using the exchange rate of the grant date) comprising a portion in the form of a grant (€668,000 or $729,000) and a portion in the form of a forgivable loan (€1,427,000 or $1,558,000). The funding was paid in four installments, the last of which was received in February 2020 for €365,000 ($405,000 using the exchange rate of the funding date). The grant was recognized as a reduction of research and development expense when corresponding expense was incurred. The forgivable loan advance was to be repaid, except if the project is a commercial failure, from July 1, 2020 to July 1, 2024 and bears interests at a 1.17% fixed contractual rate. The difference between the amount of grant received and the present value of future payments discounted using interest rate applied for standard loans with similar maturity amounted to a reduction of $30,000 in the debt carrying value, with such difference being amortized over the contract period. In late 2020, the Company determined that there was not enough market interest for the radio frequency of the product development funded by this grant, and abandoned the project. A request for forgiveness of the debt was made and, in April 2021, Bpifrance forgave a large portion of the advance, effectively transforming the forgiven advance to a grant and resulting in a one-time benefit of €1,214,000 ($1,442,111 using the exchange rate of the period), recorded as a reduction of Research and Development expenses. The unforgiven portion of €213,000 ($241,000) was reimbursed in February 2022.

In 2022, the Company received funding for one project of €309,000 ($316,000 using the exchange rate of the funding date) as a grant and €473,000 ($507,000 using the exchange rate of the funding date) as a reimbursable loan. The payment was received in March 2023.

In 2023, Bpifrance provided funding to the Company for a new long-term research project of €428,000 ($473,000 using the exchange rate at the closing date) as a grant and €142,000 ($157,000 using the exchange rate at the closing date) as a forgivable loan. The funding is paid in four installments. The first installment was received in March 2023 and amounted to €36,000 ($38,000 using the exchange rate of the funding date).

In March 2024, Bpifrance provided funding to the Company in the context of a long-term research project (5G eRedCap project) as part of the France 2030 initiative to support the development of technologies deemed to be strategically important to the national interest. The project is estimated to be completed over a 3-year period. The total funding amounted to €10,888,000 ($11,838,000 using the exchange rate of the grant date) with a portion in the form of a grant (€7,451,000 or $8,101,000) and a portion in the form of a forgivable loan (€3,437,000 or $3,737,000). The funding will be paid in four installments, the first of which was received in April 2024 for €1,863,000 ($2,025,000 using the exchange rate of the funding date) as grant and €859,000 ($934,000 using the exchange rate of the payment date) as forgivable loan. The grant was recognized as a reduction of research and development expense when corresponding expense was incurred. The forgivable loan advance will be repaid from March 31, 2028 to January 31, 2031 and bears interests at a 5.07% fixed contractual rate. The difference between the amount of forgivable loan received and the present value amounted to a reduction of $585,000 in the debt carrying value, with such difference being amortized over the contract period.

The accrued interest of $556,000 was recorded as of December 31, 2024 ($712,000 as of December 2023 and $579,000 as of December 31, 2022) at an estimated market rate in a range from 20.9% to 22.0%.

F-47

17.3. Government loans

In September 2015, the Company received two loans from Bpifrance for a total amount of €2,000,000 ($2,228,000 using the exchange rate of the grant date). One loan of €1,000,000 bears interest at 5.24% per year, paid quarterly; the second loan of €1,000,000 is interest-free. The interest-free loan has been revalued using the 5.24% interest rate payable on the other loan. Both loans have seven year terms with the principal being amortized on a quarterly basis beginning in June 2017 and March 2018. By December 31, 2023, both loans had been fully reimbursed.

On April 30, 2020, the Company finalized €5 million of French government debt financing that was received in May 2020 as part of the French COVID-19 economic support plan. The French loan is unsecured. The original five year repayment schedule agreed to in May 2020 was extended in April 2021 with only interest payable from August 2021 to May 2022. The repayments of principal are scheduled to occur from August 2022 until May 2026. Following the introduction of the French Conciliation procedure, the Company reached an agreement with BPI to reschedule repayments on French loan until after the end of the French Conciliation procedure in September 30, 2024. The change in the liability before and after the extension was recorded for a gain of $38,000 in the Consolidated Statement of Operations in "Debt amendments".

As of December 31, 2024, $1,302,000 has been classified as current and $1,116,000 as non-current.

18. Provisions


	Post- employment benefits		Other provisions		Total		Current		Non current
	(in thousands)
At January 1, 2022	$	806	$	1,331	$	2,137	$	—	$	2,137
Arising (released) during the year	(101)		428		327		—		—
Released (used) during the year	—		—		—		—		—
Released (unused) during the year	—		(191)		(191)		—		—
At December 31, 2022	705		1,568		2,273		77		2,196
Arising (released) during the year	107		257		364		—		—
Released (used) during the year	(48)		(76)		(124)		—		—
Released (unused) during the year	—		(291)		(291)		—		—
At December 31, 2023	764		1,458		2,222		—		2,222
Arising (released) during the year	132		927		1,059		—		—
Released (used) during the year	—		—		—		—		—
Released (unused) during the year	(268)		(850)		(1,118)		—		—
At December 31, 2024	$	628	$	1,535	$	2,163	$	763	$	1,400

The provision for post-employment benefits is for the lump sum retirement indemnity required to be paid to French employees if they retire as a Company employee. The amount expensed (service and finance cost) in 2024 was $61,000 (2023: expenses of $13,000 and 2022: income of $30,000 ). The comprehensive income (loss) for 2024 includes $39,000 of actuarial loss (actuarial loss of $46,000 in 2023 and actuarial gain of $71,000 in 2022. One employee retired in 2023 and no employee retired in either 2022 or 2024.

In 2024, following the transfer of French employees to Qualcomm on October 1, 2024, the related provision for the retirement indemnity of $237,000 was released and has been recognized as part of the gain on sale of the assets.

F-48

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

The main assumptions used in the calculation are the following:

2022

2023

2024

Discount rate

3.75%

3.20%

3.35%

Salary increase

Between 1.5% and 3.5%

Retirement age

60-62 years

65-67 year

65-67 years

Turnover: depending on the seniority

Decrease by age from 2% for directors, Vice presidents and managers and from 12% for other employees. 0% for executive team

Decrease by age from 2% for directors, Vice presidents and managers and from 20% for other employees. 0% for executive team

At December 31, 2022, 2023 and 2024, “Other provisions” include primarily estimated royalty payments assessed on sales of modules to holders of patents which may be deemed as essential under the requirements of the LTE standard. The royalty provision is based on management’s judgment, taking into consideration the published royalty rates, various legal decisions, articles, reports and industry discussions on the subject which were available, and is recorded in the cost of product revenue. The Company’s modules are considered as final products incorporating the full LTE function, and therefore may have royalties assessed on their sale; no royalties are accrued on the sales of chips as the full LTE functionality is not included in the chip and it is not current industry practice to license standard-essential patents at the component level.

19. Trade payables, other current liabilities and current contract liabilities


	At December 31,
	2022		2023		2024
	(in thousands)
Trade payables	$	9,342	$	16,281	$	6,106
Other current liabilities:
Employees and social debts	7,497		7,383		8,146
Provisions	77		—		763
Others	781		1,516		2,265
Total other current liabilities	$	8,355	$	8,899	$	11,174
Contract liabilities:
License and development services agreements (See Note 19)	5,774		5,485		10,712
Deferred revenue	190		367		309
	$	5,964	$	5,852	$	11,021

In the year ended December 31, 2022, the Company contracted a supplier debt related to the acquisition of certain intangible assets. As of December 31, 2022, $3,350,000 remained of this liability ($786,000 as the non-current portion). As of December 31, 2023, $1,587,000 remained as current portion. In January 2020, the Company entered into an agreement with a technology company based in Israel to transfer a team of engineers to the Company for the purpose of accelerating 5G new product development. The remaining amount of $1,430,000 was paid in October 2024 for this agreement. This amount was discounted and as of December 31, 2023, $1,288,000 was included in current trade payables ($1,002,000 as of December 31, 2022), and the Company recorded interest expense associated with this amount each reporting period.

Terms and conditions of the above financial liabilities:

•Trade payables are non-interest bearing and are generally settled on 30-day terms.

•Other current liabilities, primarily accrued compensation and related social charges, are non-interest bearing.

•Certain upfront payments received from strategic partners are deemed to include a financing component, and as such, bear interest.

F-49

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

Deferred revenue is primarily related to maintenance services. At December 31, 2022, 2023 and 2024, deferred revenue totaled $190,000 (recognized in 2023), $367,000 (recognized in 2024) and $309,000 (expected to be recognized during 2025), respectively.

20. Other non-current liabilities


	At December 31,
	2022		2023		2024
	(in thousands)
Trade payables	$	1,788	$	—	$	—
Deferred tax liabilities	258		264		173
Contract liabilities:
License and development services agreement	404		—		809
Total contract liabilities	404		—		809

At December 31, 2022, trade payables included the non-current part of a supplier debt related to acquisition of certain intangible assets which is scheduled to be paid in 27 months.

At December 31, 2024, the Company recognized a net deferred tax liability of $173,000 ($264,000 and $258,000 at December 31, 2023 and 2022, respectively) related to origination and reversal of timing differences of Sequans Communication Ltd.

On October 24, 2019, the Company signed a multi-year, non-exclusive license and development services agreement with a strategic partner, a Fortune Global 500 company. The agreement provided for an upfront payment of $18 million, which was received in October 2019, and recorded as a contract liability upon receipt. The contract includes clauses that allow for termination in certain circumstances, or in some cases of a change in control of the Company, which could result in a refund of certain or all amounts received under the contract, depending on the circumstances. The Company determined that this agreement includes a financing component related to the upfront payment, whereas the deliverables under the contract were to be delivered over more than one year, which results in the recognition of interest expense over a portion of the term of the agreement. In the years ended December 31, 2023 and 2024, no revenue was recognized as the strategic partner suspended the project ($8,619,000 recognized in revenues in 2022 as a result of development services performed), license revenue of $1,500,000 in the year end December 31, 2022 and interest expenses on the upfront payment of $810,000 in 2022). There was no interest expense in the years ended December 31, 2023 and 2024. At December 31, 2022, 2023 and 2024, there was no net remaining contract liability presented on the Statement of Financial Position.

In December 2020, the Company signed a 5G technology access and license agreement with another strategic partner for an amount of $4,500,000. The agreement provided for an upfront payment which was received in January 2021. The Company determined that this agreement includes a financing component related to the upfront payment, which will results in the recognition of interest expense over a portion of the term of the agreement. In the year ended December 31, 2024, the Company recognized revenues for an amount of $314,000 ($571,000 in 2023 and $1,083,000 in 2022) as a result of development services performed and no interest expenses on the upfront payment. At December 31, 2024, no contract liability presented on the Statement of Financial Position remained (At December 31, 2023: $245,000 as current portion ;At December 31, 2022 :, $862,000 as current portion).

In December 2021, the Company signed two amendments with the second strategic partner to extend the 5G technology access and license agreement. The first amendment was signed to extend the agreement to a manufacturing license for the 5G chip for a total amount of $5,000,000 of which $3,000,000 in cash which was received in February 2022 and $2,000,000 in the form of investments in production and testing equipment that will then be made available to Sequans for its own use. In the year ended December 31, 2024, no revenues were recognized revenues ($296,000 in 2023 and $2,983,000 in 2022), as a result of development services performed and no interest expenses on the upfront payment. At December 31, 2023 and 2024, no contract liability presented on the Statement of Financial Position remained ($271,000 net remaining contract liability presented as current contract liabilities at December 31, 2022).

The second amendment is related to a manufacturing license for Monarch 2 chips and NB-IoT in India, for a total amount of $4,500,000 which was received in February 2022. The Company determined that this amendment includes a financing component related to the upfront payment, which will results in the recognition of interest expense over a portion of the term of the agreement. In the year ended December 31, 2024, the Company recognized revenues for an amount of $8,000 as a result of development services performed ($2,536,000 in 2023 as a result of development services performed; $1,507,000 in 2022: $800,000 as license fees and $707,000 as a result of development services performed) and no interest expenses on the upfront payment. At December 31, 2024, no contract liability presented on the Statement of Financial Position remained ($8,000 at December 31, 2023 as current contract liabilities; $2,544,000 at December 31, 2022: $2,141,000 as current contract liabilities and $404,000 as non-current liabilities).

F-50

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

In August 2022, the Company signed a 5G license agreement with a third strategic partner for an amount of up to $60,000,000, to be paid over three years, to manufacture and sell the 5G chipset in China as well as the right to create derivative products based on the licensed technology that may be sold in China if a minor derivative and worldwide if a major derivative. In the year ended December 31, 2024, the Company recognized license fee revenues for an amount of $2,500,000 ($18,750,000 in 2023; $20,000,000 in 2022). At December 31, 2023 and 2022, the net remaining contract liability of $2,500,000 was presented on the Statement of Financial Position as current contract liabilities. On May 31, 2024, the Company and the strategic partner mutually agreed to terminate the agreement. They have acknowledged that all payments owing under the agreement have been paid in full and that no additional payments, fees or other compensation are owing or payable by one party to the other party in connection with this termination.

In October 2023, the Company signed with the second strategic partner a fourth amendment related to the purchase of product with advance payment of .$3,150,000. In the year ended December 31, 2024, no product revenues were recognized ($420,000in 2023) as a result of product deliveries. At December 31, 2024 and 2023, $2,730,000contract liability presented on the Statement of Financial Position as current contract liabilities remained.

On September 30, 2024, the Company licensed to Qualcomm its 5G broadband platform, which is approximately 75% developed and is licensed “as is” with no obligation to make any improvements. The license gives Qualcomm the right to use the IP to design their own products, manufacture and sell. The license amounted to $20,000,000. License revenue is recognized upon delivery of the technology packages to Qualcomm. In the year ended December 31, 2024, the Company recognized license fee revenues for an amount $12,139,000 for the technology packages delivered in by December 31, 2024. At December 31, 2024, the net remaining contract liability of $7,861,000 was presented on the Statement of Financial Position as current contract liabilities.

On September 30, 2024, The Company signed a license with Qualcomm covering all patents Sequans has ever filed, and any future patents Sequans files through 30 June 2026., for an amount of $960,000.The revenue is recognized over the remaining life of each patent as Sequans has the contractual obligation to maintain the patents. In the year ended December 31, 2024, the Company recognized license fee revenues for an amount $30,000. At December 31, 2024, the net remaining contract liability of $930,000 was presented on the Statement of Financial Position as current contract liabilities for $121,000 and as non-current liabilities for $809,000.

21. Information about financial instruments

F-51

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

21.1. Financial assets and liabilities


	Carrying amount						Fair value
	December 31,						December 31,
	2022		2023		2024		2022		2023		2024
	(in thousands)
Financial assets:
Trade and other receivables
Trade receivables and contract assets	$	8,670	$	8,612	$	4,931	$	8,670	$	8,612	$	4,931
Deposits and other receivables
Deposits	436		431		383		436		431		383
Other financial assets
Long-term investments	337		360		353		337		360		353
Financial instruments at fair value through other comprehensive income
Cash flow hedges	142		74		—		142		74		—
Cash, cash equivalents and short-term investments	10,671		5,705		62,093		10,671		5,705		62,093
Total financial assets	$	20,256	$	15,182	$	67,760	$	20,256	$	15,182	$	67,760
Total current	$	19,483	$	14,391	$	67,024	$	19,483	$	14,391	$	67,024
Total non-current	$	773	$	791	$	736	$	773	$	791	$	736
Financial liabilities:
Lease liability	3,569		3,116		1,772		3,569		3,116		1,772
Interest-bearing loans and borrowings:
Interest-bearing receivables financing	7,723		9,544		3,742		7,723		9,544		3,742
Convertible debt	43,455		52,278		—		42,636		52,111		—
Unsecured related party loan	—		8,922		—		—		8,922		—
Government loans	5,171		4,337		2,419		5,171		4,337		2,419
Research project financing	3,383		2,489		8,403		3,383		2,489		8,403
Convertible debt embedded derivative	3,203		3		—		3,203		3		—
Trade and other payables (current and non current)	11,130		16,281		6,106		11,130		16,281		6,106
Financial instruments at fair value through other comprehensive income
Cash flow hedges	—		—		106		—		—		106
Total financial liabilities	$	77,634	$	96,970	$	22,548	$	76,815	$	96,803	$	22,548
Total current	$	21,556	$	92,484	$	16,682	$	21,556	$	92,317	$	16,682
Total non-current	$	56,078	$	4,486	$	5,866	$	55,259	$	4,486	$	5,866

The carrying values of current financial instruments (cash and cash equivalents, short-term investments, trade receivables and trade and other payables, and interest-bearing receivables financing) approximate their fair values, due to their short-term nature.

Long-term investments are primarily related to a bank guarantee secured by pledges of investments in money market funds issued in favor of the owners of leased office space to secure annual lease payments by the Company for its office space in Colombes.

Government loans received from the financial agency of the French government were recorded as financial instruments in compliance with IAS 20 Accounting for Government Grants and Disclosure of Government Assistance.

F-52

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

The use of different estimations, methodologies and assumptions could have a material effect on the estimated fair value amounts. The methodologies are as follows:

•Cash, cash equivalents, short-term investments, accounts receivable, accounts payable, other receivable and accrued liabilities: due to the short-term nature of these balances, carrying amounts approximate fair value.

•Long-term investments are composed of debt-based mutual funds with traded market prices. Their fair values amounted to $337,000, $360,000 and $353,000 at December 31, 2022, 2023 and 2024, respectively. The carrying amounts approximate fair value measured based on significant observable input (Level 2).

•Foreign exchange forward and option contracts: the fair values of foreign exchange forward and option contracts were calculated using the market price that the Company would pay or receive to settle the related agreements, by reference to published exchange rates (Level 2).

•At December 31, 2022, fair value of the debt components of convertibles notes was calculated using the effective interest rate of the debt component of the convertible note issued in April 2021 and amounted to $42,636,000. At December 31, 2023, fair value of the debt components of convertibles notes was calculated using the effective interest rate of the unsecured related party loan issued in November 2023 and amounted to $52,111,000.

•As described under Note 15.1, the fair value of the embedded derivative related to the convertible debt is recalculated at the end of each reporting period. The fair value measured is based on significant observable input (Level 3).

•Interest-bearing receivable financing, government loans, research project financing and venture debt: carrying amounts approximate fair value.

Fair Value Hierarchy

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

•Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

•Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

•Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

As at December 31, 2022, the Company held the following financial instruments carried at fair value on the statement of financial position:

Assets measured at fair value


	At December 31,
	2022		Level 1	Level 2		Level 3
	(in thousands)
Long-term investments	$	337	—	$	337	—
Financial instruments at fair value through other comprehensive income:
Cash flow hedge	142			142

Liabilities measured at fair value


	At December 31,
	2022		Level 1	Level 2		Level 3
	(in thousands)
Convertible debt embedded derivative	$	3,203	—	$	3,203	—

As at December 31, 2023, the Company held the following financial instruments carried at fair value on the statement of financial position:

F-53

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

Assets measured at fair value


	At December 31,
	2023		Level 1	Level 2		Level 3
	(in thousands)
Long-term investments	$	360	—	$	360	—
Financial instruments at fair value through other comprehensive income:
Cash flow hedge	74			74

Liabilities measured at fair value


	At December 31,
	2023		Level 1	Level 2		Level 3
	(in thousands)
Convertible debt embedded derivative	$	3	—	$	3	—

As of December 31, 2024, the Company held the following financial instruments carried at fair value on the statement of financial position:

Assets measured at fair value


	At December 31,
	2024	Level 1	Level 2	Level 3
	(in thousands)
Long-term investments	353	—	353	—

Liabilities measured at fair value


	At December 31,
	2024	Level 1	Level 2	Level 3
	(in thousands)
Financial instruments at fair value through other comprehensive income:	—	—	—	—
Cash flow hedge	106	—	106	—

21.2. Financial instruments at fair value

The Company uses financial instruments, including derivatives such as foreign currency forward to reduce the foreign exchange risk on cash flows from firm and highly probable commitments denominated in euros.

The following tables present fair values of foreign currency derivative financial instruments at December 31, 2024, 2023 and 2022.

F-54

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)


	At December 31, 2022
	Notional Amount		Fair value
	(in thousands)
Forward contracts (buy euros, sell U.S dollars)	€	3,000	$	142
Options (buy euros, sell U.S. dollars)	—		—
Total	€	3,000	$	142

	At December 31, 2023
	Notional Amount		Fair value
	(in thousands)
Forward contracts (buy euros, sell U.S. dollars)	€	2,000	$	74
Options (buy euros, sell U.S. dollars)	—		—
Total	€	2,000	$	74

	At December 31, 2024
	Notional Amount		Fair value
	(in thousands)
Forward contracts (buy euros, sell U.S. dollars)	€	3,000	$	(106)
Options (buy euros, sell U.S. dollars)	—		—
Total	€	3,000	$	(106)

The fair value of foreign currency related derivatives is included in the Consolidated Statement of Financial Position in "Other receivables" at December 31, 2022 and 2023 and in 'Other current liabilities" at December 31, 2024. The earnings impact of cash flow hedges relating to forecasted operating expense transactions is reported in operating expense. Realized and unrealized gains and losses on these instruments deemed effective for hedge accounting are deferred in accumulated other comprehensive income until the underlying transaction is recognized in earnings or the instruments are designated as hedges.

During the year ended December 31, 2024, the Company recorded a loss of $183,000 (loss of $76,000 and gain of $202,000 for the years ended December 31, 2023 and 2022, respectively) in other comprehensive income (loss) related to the effective portion of the change in fair value of its cash flow hedges. During the years ended December 31, 2024 and 2023, the amount reclassified from other comprehensive income to Consolidated Statement of Operations was gains of $44,000 and $139,000, respectively and a loss of $143,000 during the year ended December 31, 2022.

There was no ineffective portion of hedging instruments in the years ended December 31, 2022, 2023 and 2024.

The derivatives have maturity dates of less than 12 months. Management believes counterparty risk on financial instruments is minimal since the Company deals with major banks and financial institutions.

At December 31, 2024, the Company holds $904,000 in currencies other than the U.S. dollar compared with $455,000 at December 31, 2023 and $951,000 at December 31, 2022 (See Note 12). The amount received from research tax credit in 2022, 2023 and 2024 is denominated in euros. At December 31, 2024, the Company has loans denominated in euros for a principal amount of $4,292,000 ($12,957,000 and $10,817,000 at December 31, 2023 and 2022, respectively).

21.3. Financial risk management objectives and policies

The Company’s principal financial liabilities comprise trade payables (current and non-current), lease liabilities, interest-bearing receivables financing, government loans, convertible debt and unsecured related party loan. The Company has various financial assets such as trade receivables, deposits and cash and cash equivalents, which arise directly from its operations, as well as from capital increases.

The main risks arising from the Company’s financial instruments are foreign currency risk, credit risk, interest rate risk and cash flow liquidity risk. The Board of Directors reviews and agrees policies for managing each of these risks which are summarized below.

F-55

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

Interest rate risk

The Company's exposure to interest rate risk primarily relates to the interest income generated by excess cash invested in money market funds. Due to the short-term and highly liquid nature of our portfolio, a movement in interest rates of 100 basis points during 2024 would have an effect of approximately $125,000 on interest income.

Foreign currency risk

The Company faces the following foreign currency exposures:

•Operating activities, when revenues or expenses are denominated in different currencies from the functional currency of the entity carrying out these transactions.

•Government loans are denominated in euros, and lease liabilities are denominated in different currencies while the functional currency of the entity carrying out these transactions is the U.S. dollar.

•Non-derivative monetary financial instruments that are denominated and settled in a currency different from the functional currency of the entity which holds them.

Nearly 100% of total revenues and 86% of total cost of sales are denominated in U.S. dollars. However, as a result of significant headcount and related costs from operations in France, which are denominated and settled in euros (the “structural costs”), the Company has transactional currency exposures which can be affected significantly by movements in the US dollar/euro exchange rates. 57% of operating expense is denominated in euros. (See Note 21.2 regarding hedging arrangements). If there were a 10% increase or decrease in exchange rate of the U.S. dollar to the euro, as measured using the Company's 2024 weighted average exchange rate of one euro = $1.0856, the Company estimates the impact, in absolute terms, on operating expenses and on financial liabilities for the year ended December 31, 2024 would have been approximately $3.5 million.

Credit risk

It is the Company’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures and as such are considered to have low credit risk at initial recognition. The Company has subscribed to a credit insurance policy which provides assistance in determining credit limits and collection, in addition to some coverage of uncollectible amounts. In addition, receivable balances are monitored on an ongoing basis. There is a rebuttable presumption in IFRS 9 that the credit risk on a financial asset has increased significantly since initial recognition when contractual payments are more than 30 days past due. The Company considers that credit risk has not increased significantly on its outstanding not impaired trade receivables since initial recognition. The Company considers events of default based on the specific facts and circumstances relevant to the outstanding amount.

The following table summarizes customers representing a significant portion of the Company’s total revenue:


Customer	Customer Location	% of total revenues for the year ended December 31,						Trade receivables at December 31,
		2024		2023		2022		2024	2023	2022
A	America	53	%	—	%	—	%	345,093	—	—
B	China	15	%	Less than 10%		Less than 10%		1,351,560	1,345,910	—
C	China	12	%	56	%	33	%	—	3,411,000	3,375,000
D	Japan	Less than 10%		16	%	11	%	—	18,000	—
E	Germany	Less than 10%		Less than 10%		24	%	964,495	—	3,585,000
F	America	—	%	—	%	14	%	—	—	—

With respect to credit risk arising from the other financial assets, which comprise cash and cash equivalents, the Company’s exposure to credit risk arises from default of the counterparty, with a maximum exposure equal to the carrying amount of these instruments. Nearly all cash and cash equivalents are held in France at three large and international banks.

Vendor concentration risk

F-56

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

Access to foundry capacity is critical to the Company’s operations as a fabless semiconductor company. The Company depends on a sole independent foundry in Taiwan to manufacture its semiconductor wafers. The Company works with three vendors for manufacturing and testing chipsets and three vendors for assembling modules, but typically works with one dedicated vendor per product.

Liquidity risk

The Company monitors its risk of a shortage of funds using a cash flow planning tool. This tool considers the maturity of both its financial investments and financial assets (e.g. accounts receivables, other financial assets) and projected cash flows from operations.

The following table includes our contractual obligations, including interest, for existing financial liabilities as of the following dates:


	Within 1 year		1 to 2 years		2 to 3 years		3 to 4 years		4 to 5 years		More than 5 years		Total
	(in thousands)
At December 31, 2022
Research project financing	$	1,237	$	1,683	$	146	$	221	$	—	$	—	$	3,287
Interest-bearing receivables financing	7,723		—		—		—		—		—		7,723
Government loans	1,534		1,397		1,367		673		—		—		4,971
Convertible debt	—		54,348		—		—		—		—		54,348
Lease liabilities	1,291		930		1,025		323		—		—		3,569
Trade payables	9,342		2,235		—		—		—		—		11,577
Other current liabilities	8,278		—		—		—		—		—		8,278
	$	29,405	$	60,593	$	2,538	$	1,217	$	—	$	—	$	93,753
At December 31, 2023
Research project financing	$	2,057	$	113	$	165	$	207	$	—	$	—	$	2,542
Interest-bearing receivables financing	9,544		—		—		—		—		—		9,544
Government loans	1,791		1,414		695		—		—		—		3,900
Convertible debt (1)	52,278		—		—		—		—		—		52,278
Unsecured related party loan	8,922		—		—		—		—		—		8,922
Lease liabilities	1,471		1,102		387		61		70		25		3,116
Trade payables	16,281		—		—		—		—		—		16,281
Other current liabilities	8,595		—		—		—		—		—		8,595
	$	100,939	$	2,629	$	1,247	$	268	$	70	$	25	$	105,178
At December 31, 2024
Research project financing	$	3,938	$	4,026	$	77	$	307	$	55	$	—	$	8,403
Interest-bearing receivables financing	3,742		—		—		—		—		—		3,742
Government loans	1,303		1,116		—		—		—		—		2,419
Lease liabilities	1,439		333		—		—		—		—		1,772
Trade payables	6,106		—		—		—		—		—		6,106
Other current liabilities	10,438		—		—		—		—		—		10,438
Income tax liabilities	2,827		—		—		—		—		—		2,827
	$	29,793	$	5,475	$	77	$	307	$	55	$	—	$	35,707

(1) Based on the existing contractual terms as of December 31, 2022 and assuming the Company's options to extend maturity dates are exercised.

The Company’s liquidity risk for the next 12 months is described in note 2.1. The term of agreements with strategic partners which gave rise the contract liability recorded in the amount of $10,712,000, $5,486,000 and $6,178,000 as of December 31, 2024, 2023 and 2022, respectively, are described under note 19.

F-57

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

Capital management

The primary objective of the Company’s capital management is to continue to execute according to its business plans and budgets in order to achieve profitability and positive cash flow, and to maximize shareholder value.

21.4. Changes in liabilities arising from financing activities, including government grants


(in thousands)	January 1, 2022		Cash flows	Foreign exchange movement	Accrued interest	Non-cash impact of amendment and conversion	Other(1)	December 31, 2022
Government grant advances and loans	$	15,560	406	(365)	266	—	(5,473)	$	10,394
Convertible debt	$	36,373	—	—	7,762	(671)	(9)	$	43,455
Lease liabilities	$	4,620	(1,205)	(298)	571	—	(119)	$	3,569
Interest-bearing financing of receivables	$	9,518	3,046	(1)	254	—	(5,094)	$	7,723
Total	$	66,071	2,247	(664)	8,853	(671)	(10,695)	$	65,141


(in thousands)	January 1, 2023		Cash flows	Foreign exchange movement	Accrued interest	Non-cash impact of amendment and conversion	Other(1)	December 31, 2023
Government grant advances and loans	$	10,394	(466)	182	225		(2,473)	$	7,862
Convertible debt	$	43,455			9,152	(247)	(82)	$	52,278
Unsecured related party loan	—		9,000	—	127	—	(205)	8,922
Lease liabilities	$	3,569	(1,321)	113	479	—	276	$	3,116
Interest-bearing financing of receivables	$	7,723	1,483	179	234	—	(75)	$	9,544
Total	$	65,141	8,696	474	10,217	(247)	(2,559)	$	81,722


(in thousands)	January 1, 2024		Cash flows	Foreign exchange movement	Accrued interest	Non-cash impact of amendment and conversion	Other(1)	December 31, 2024
Government grant advances and loans	$	7,862	5,267	(244)	9		(745)	$	12,149
Convertible debt	$	52,278	(54,935)		16,277		(13,620)	$	—
Unsecured related party loan	8,922		(9,000)	—	502		(424)	—
Lease liabilities	$	3,116	(1,508)	(28)	322		(130)	$	1,772
Interest-bearing financing of receivables	$	9,544	3,329	(38)	106		(9,199)	$	3,742
Total	$	81,722	(56,847)	(310)	17,216	—	(24,118)	$	17,663

(1) In 2022, 2023 and 2024, Other includes additions in lease liabilities, which are non-cash. In 2024, Other includes the netting of the interest-bearing financing debt with the Research tax credit receivable, the fair value of the embedded option of the convertible debts repaid during the year..

F-58

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

22. Commitments and contingencies

Contingencies

From time to time, the Company has been and may become involved in legal proceedings arising in the ordinary course of its business.

In 2022, the Company was sued in three lawsuits in the United States District Court for the district of Minnesota by a company called Bell Semiconductor, LLC (“Bell”), accusing the Company of infringing certain U.S. Patents by the Company's use of certain design tools. In Bell Semiconductor, LLC v. Sequans Communications, SA et al, Case No. 0-22-cv-02106 (DMN), filed August 26, 2022, Bell accused the Company of infringing U.S. Patent Nos. 7,149,989 and 7, 260,803. In Bell Semiconductor, LLC v. Sequans Communications, SA et al, Case No. 0-22-cv-02344 (DMN), filed September 23, 2022, Bell accused the Company of infringing U.S. Patent Nos. 6,436,807 and 7,007,259. In Bell Semiconductor, LLC v. Sequans Communications, SA et al, Case No. 0-22-cv-02660 (DMN), filed October 21, 2022, Bell accused the Company of infringing U.S. Patent Nos. 7,231,626 and 7,396,760. The Company filed motions to dismiss in each case. In August 2023, Bell entered into a settlement agreement with supplier of the design tools that Bell asserts infringe the Patents and the three lawsuits against the Company were dismissed. The supplier of the design tools indemnified the Company for all the costs to defend and/or settle the lawsuits. The lawsuits were dismissed in August 2023.

Management is not aware of any other legal proceedings that, if concluded unfavorably, would have a significant impact on the Company's financial position, operations or cash flows.

Bank guarantee

A bank guarantee was issued in favor of the owners of leased office space in France, in order to secure six months of lease payments, for an amount of $327,000 as of December 31, 2024 ($348,000 and $337,000 as of December 31, 2023 and 2022, respectively). This guarantee was secured by the pledge of certificates of deposit and mutual funds for 100% of the amount of the guarantee. The total value of investments secured to cover this bank guarantee was $353,000 at December 31, 2024 ($360,000 and $337,000 at December 31, 2023 and 2022).

Purchase commitments

As of December 31, 2024, the Company had $3.9 million of non-cancelable purchase commitments with its third-party manufacturer and suppliers for future deliveries of equipment, components and fixed assets, principally during 2025.

23. Related party disclosures

There is no single investor who has the ability to control the Board of Directors or the vote on shareholder resolutions.

As of December 31, 2023 and 2024, B. Riley Asset Management LLC and Lynrock Lake owned 10% or more of the share capital of the Company. On April 12, 2023, 272 Capital Fund LP, an entity managed by B. Riley Asset Management LLC (“BRAM”) and affiliated with Wes Cummins, a director of the Company and the President of BRAM, purchased 1,310,221 ADSs in the offering. Lynrock Lake also purchased 3,930,663 ADSs. On September 26, 2023, 272 Capital Fund LP purchased 2,120,141 ADSs.

As of December 31, 2022, only B. Riley Asset Management LLC owned 10% or more of the share capital of the Company. On March 11, 2022, 272 Capital Fund LP, an entity managed by B. Riley Asset Management LLC (“BRAM”) and affiliated with Wes Cummins, a director of the Company and the President of BRAM, purchased 2,833,333 ADSs in the offering.

In August 2019, the Company completed the sale of a $5.0 million convertible note, to an affiliate of Nokomis Capital, L.L.C., a beneficial owner of 9.9% of the share capital of the Company at that time. Wesley Cummins, a former (as of February 2020) representative of Nokomis Capital, L.L.C., became a board observer in November 2017, and on June 29, 2018, the shareholders approved Mr. Cummins' nomination to the board of directors. Since February 2020, Nokomis no longer has representation on the board of directors and as of December 31, 2022 has declared itself to be no longer an owner of any shares of the Company.

Effective March 20, 2020, the convertible notes issued in August 2019 were amended to grant the Company two options to extend the term of the note (See Note 14.1).

In August 2022, the Company elected to exercise the option to extend the maturity of the August 2019 note to August 2023, and in August 2023, the Company exercised the option to further extend the maturity to April 2024.

F-59

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

On April 9, 2021, the Company completed the sale of a $40.0 million convertible note with Lynrock Lake Master Fund LP. As of December 31, 2023, the principal amount and accrued interest of the convertible note amounts to $45.4 million. The note was fully repaid in October 2024.

At the annual shareholders meeting on June 24, 2022, the shareholders approved the nomination of Dr. Sailesh Chittipeddi, Executive Vice President and Head of IoT and Infrastructure business unit of Renesas Electronics Corporation ("Renesas") to the Board of Directors. As of December 31, 2024, Renesas owned 3.14% of the share capital of the Company (3.20% and 4.08% as of December 31, 2023 and 2022, respectively). On November 8, 2023, in connection with contemplated acquisition of the Company by Renesas that was in process at the time (subsequently terminated in February 2024), the Company entered into a Security Purchase Agreement with Renesas Electronics America ("Renesas America") whereby Renesas America agreed to the issuance of an unsecured subordinated note in an aggregate principal amount of $6.0 million. On December 27, 2023 and on February 12, 2024, Renesas America agreed to issue two new unsecured subordinated notes for a total amount of $12.0 million. In October 2024, the Company repaid the loans with accrued paid-in-kind interest for an amount of $19.3 million.

On August 4, 2023,the Company entered into a Memorandum of Understanding with Renesas providing that Renesas and the Company engaged in a series of transactions pursuant to which Renesas would seek to acquire (through an affiliate) all of the issued and outstanding ordinary shares of the Company. On February 22, 2024, Renesas notified the Company that Renesas was terminating the Memorandum of Understanding due its receipt of an adverse Japanese tax ruling on February 15, 2024 from the National Tax Agency of Japan. Obtaining a favorable Japanese tax ruling had been one of the closing conditions for the transaction.

On March 19, 2024, Dr. Sailesh Chittipeddi resigned from the Company's Board of Directors.

No other transactions have been entered into with these or any other related parties in 2022, 2023 and 2024, other than normal compensation (including share based payment arrangements) for and reimbursement of expenses incurred in their roles as Directors or employees of the Company.

Compensation of key management personnel


	Year ended December 31,
	2022		2023		2024
	(in thousands)
Fixed and variable wages, social charges and benefits expensed in the year	$	2,574	$	2,689	$	5,105
Share-based payment expense for the year	2,903		4,144		2,763
Board members fees to non-executive members	199		199		214
Total compensation expense for key management personnel	$	5,676	$	7,032	$	8,082

Key management personnel comprises the chief executive officer and all executive vice presidents reporting directly to him.

The employment agreement with the chief executive officer calls for the payment of a termination indemnity of an amount equal to eighteen months of his gross annual base remuneration and 150% of bonus in the event of his dismissal without cause by the Board of Directors of the Company, as well as vesting of the ordinary shares that would have been vested during the twelve months following the end of his term. In the event of a change of control, he would be entitled to all the unvested share awards at the date of the change of control.

On July 25, 2023, the board of directors approved a special transaction bonus to Dr. Karam in the amount of €1,000,000 conditional upon the closing the proposed acquisition of the Company by Renesas. The transaction bonus was never paid due to the termination of the proposed transaction by Renesas in February 2024. In addition, on August 15, 2023, the board of directors approved the payment by the Company of legal fees incurred by Dr. Karam in the connection with the negotiation with Renesas of the conditions of his retention as Chief Executive Officer of the Company upon change of control. A total amount of $50,401 in such legal fees were paid during 2023. In October 2024, the board of directors approved a special transaction bonus to Dr. Karam in the amount of €2,000,000 conditional upon closing of the strategic transaction with Qualcomm described in Note 3.

For the year ended December 31, 2024, the Company estimates that approximately $20,000 of the amounts set aside or accrued to provide pension, retirement or similar benefits to our employees was attributable to our executive officers.

Directors’ interests in an employee share incentive plan

F-60

Sequans Communications S.A.

Notes to the Consolidated Financial Statements—(Continued)

The Company granted warrants to certain members of the Board of Directors during the years ended December 31, 2022, 2023 and 2024:

- On June 24, 2022, the shareholders authorized the Board of Directors to grant to each of Messrs. de Pesquidoux, Maitre, Nottenburg, Pitteloud, Sharma, Slonimsky and Cummins warrants to purchase 140,000 ordinary shares. On June 24, 2022, the Board used this authorization to make such grants with an exercise price of 0.65 per ordinary share.

- On June 27, 2023, the shareholders authorized the Board of Directors to grant to Mrs Marced Martin and each of Messrs. de Pesquidoux, Maitre, Nottenburg, Pitteloud, Slonimsky and Cummins warrants to purchase 180,000 ordinary shares. On June 27, 2023, the Board used this authorization to make such grants with an exercise price of $0.54 per ordinary share.

- On June 28, 2024, the shareholders authorized the Board of Directors to grant to Mrs Marced Martin and each of Messrs. de Pesquidoux, Maitre, Nottenburg, Pitteloud, Slonimsky and Cummins warrants to purchase 360,000 ordinary shares. On July 1, 2024, the Board used this authorization to make such grants with an exercise price of $0.13 per ordinary share.

The board members were required to subscribe to the warrants at a price of €0.00001 per warrant for the warrants granted in 2023 and 2024 and €0.00000714 in 2022.

Share-based payment expense incurred in connection with these transactions amounted to $238,000 in the year ended December 31, 2024 (2023: $292,000; 2022: $495,000).

24. Events after the reporting date

On January 16, 2025, the Company acquired 100% of the shares of ACP Advanced Circuit Pursuit AG (“ACP”), a Zurich-based company recognized for its RF IP portfolio and expertise in RF CMOS technology, in an all cash transaction. The acquisition does not meet any of the materiality criteria for disclosure.

On April 3, 2025, the Company announced that it had regained compliance with the New York Stock Exchange (NYSE) continued listing standards. On April 9, 2024, the NYSE notified Sequans of its non-compliance due to the Company’s average global market capitalization falling below$50 million over a consecutive 30-trading-day period, while at the same time, its stockholders’ equity was below $50 million. Additionally, the average closing price of the Company’s American Depositary Shares (ADSs) was below $1.00 per share over a consecutive 30-trading-day period. To address these deficiencies and restore compliance, Sequans took corrective actions, including adjusting the ratio of its ordinary shares represented by ADSs, effective October 9, 2024, and increasing its stockholders’ equity and market capitalization following a $200 million strategic transaction that closed September 30, 2024. The change in exchange ratio had the same effect as a 1-for-2.5 reverse stock split of the ADSs, effectively increasing the trading price of the ADSs to meet NYSE listing requirements. The gains from the strategic transactions resulted in a significant increase in stockholders’ equity. Following these measures, the NYSE has confirmed that Sequans is now fully compliant with all applicable listing requirements.

F-61

EX-1.1 2 exhibit11-bylawsdecember10.htm EX-1.1 BY LAW Document

Société Anonyme

with a share capital of € 2,514,089.22

Registered office : 15-55 boulevard Charles de Gaulles - 92700 COLOMBES

Trade Register N° : 450 249 677 Nanterre

BY LAWS

As amended on December 10, 2024

Article 1 - Legal Form

The company is a “société anonyme” (French corporation) governed by corporate law, subject to specific laws governing the company and to these by-laws.

Article 2 - Company name

The company’s name is:

« SEQUANS COMMUNICATIONS ».

Article 3 - Corporate purpose

The company’s corporate purpose, in France and abroad is:

•The study, development and marketing of all products and/or services relating to radio fixed and/or optical-type communication networks systems;

•Advising and training, by all means and technical media, relating to the aforementioned fields of operations;

Article 4 - Registered office

The registered office is located at:

15-55 boulevard Charles de Gaulles - 92700 COLOMBES.

The board of directors is empowered to transfer the company’s registered office, within the applicable legal and regulatory provisions.

Article 5 -Term

The company was incorporated for a term of ninety-nine years starting the day of its registration with the trade and company register, except in the cases of extension or early dissolution.

Article 6 - Share capital

The share capital is set at the amount of two million five hundred fourteen thousand eighy-nine euros and twenty-two cents (EUR 2,514,089.22).

It is divided into two hundred fifty-one million four hundred eight thousand nine hundred twenty-two (251,408,922) shares of a par value of one Euro cent (EUR 0.01), fully paid up.

Article 7 - Changes to the capital

The share capital may be increased, decreased or amortized in accordance with applicable legal and regulatory provisions.

Article 8 - Subscription for shares

In the event of a share capital increase, shares subscribed for cash, when applied for, shall be paid up in the minimum proportion provided for by legal and regulatory provisions. Partly paid up shares shall be registered shares until fully paid up. Payment of the remainder shall be made in one or several installments pursuant to a decision by the board of directors, within a maximum time limit of five years as of the date of the final capital increase.

Subscribers will be informed of calls for funds by certified mail with acknowledgement of receipt within fifteen days at least before the date set for each payment. Payments shall be made either at the registered office, or at any other place designated for this purpose.

Should the shareholder fail to pay by the date set by the board of directors, any amounts due shall bear interest, ipso jure, at the legal rate of interest, as of the due date for payment, without prejudice to other statutory proceeding and penalties. In particular, the company may force the sale of the securities that have not been paid up.

Article 9 - Legal forms of the shares

Shares are in registered form and shall be registered in an individual share account as provided by legal and regulatory provisions.

Article 10 - Indivisibility of the shares

Shares shall be indivisible with respect to the company. Joint owners of indivisible shares shall be represented at shareholders’ general meetings by one of them or by a joint agent of their choice. Failing their agreement on the choice of an agent, such an agent is appointed by the courts of justice ruling in interim proceedings at the request of the co-owner who is in the greatest hardship.

The voting rights attached to the share shall belong to the beneficial-owner at ordinary shareholders’ meetings, and to the bare-owner at extraordinary shareholders’ general meetings.

Article 11 - Transfer and passing of the shares

Shares are freely negotiable.

They shall be transferred by means of a transfer order from account to account in accordance with the legal and regulatory provisions.

The shares can be leased out or lent with respect to the applicable legal and regulatory provisions.

Article 12 - Rights and obligations of the shares

Each share shall entitle its holder to a portion of the corporate profits and assets pro rata with respect to the amount of capital it represents.

Furthermore, each share shall entitle its holder to vote and be represented in the shareholders’ general meetings in accordance with legal rules and the provisions of these by-laws. Ownership of one share implies, ipso jure, adherence to the by-laws and the decisions of the shareholders’ general meeting.

Shareholders shall be liable for losses within the limits of their contributions to the company’s capital.

The heirs, creditors, legal beneficiaries and other representatives of a shareholder may not place liens on the property or securities of the company, nor request the division or the public sale, nor interfere in the administration of the company.

For the proper exercise of their right, they shall refer to the corporate records and to the decisions of the shareholders’ meetings.

At times when the ownership of several shares is necessary in order to exercise any right as in an exchange, grouping or allocation of shares, or as a consequence of a capital increase or decrease, merger or other corporate operation, the owner of isolated shares, or fewer shares than the required amount, may only exercise the particular right on condition that the shareholder personally takes the required steps to group or, if applicable, purchase or sell the number of requisite shares.

Article 13 - Organization and functioning of the board of directors

1 - Composition

The company is managed by a board of directors comprised of no more than 9 members, appointed by the shareholders’ meeting and that may be individuals or legal entities.

Directors that are legal entities shall designate a permanent legal representative when nominated. This legal representative will be subject to the same conditions and obligations and will be subject to the same civil and criminal liability as if he were director under his own name, without prejudice of the liability in solidum of the legal entity he represents. His mandate as director is for the same term as the mandate given to the legal entity he represents and must be renewed at each renewal of the legal entity’s mandate.

When the legal entity dismisses its representative, it must notify this dismissal to the company without delay, by certified mail and appoints, following the same procedure, a new permanent legal representative; the same rule applies in case of the death or resignation of the permanent legal representative.

2 - Term of office - renewal and rotation

The term of office for directors shall be three years, expiring at the end of the shareholders’ general meeting approving the accounts of the last fiscal years and held on the year of expiration of the mandate.

Directors can always be re-elected.

3 - Vacancy - Cooptation

In the event of vacancy, as a result of death or by resignation, of one or more seats of directors, the board of directors may, between two general meetings, make appointments on a provisional basis.

However, if the number of directors in function is less than the minimum required by legal and regulatory provisions, a general meeting will be convened with respect to applicable legal and regulatory provisions in order to complete the number of directors.

The provisional elections made by the board of directors will be subject to ratification by the next general meeting. In case of failure of ratification, the resolutions adopted and the acts accomplished by the board of directors will remain valid.

The director appointed as a replacement of another remains in the office only for the remaining time of his predecessor’s mandate.

4 - Remuneration

The shareholders’ meeting shall set the directors’ attendance fees. The board of directors, after express deliberation, shall be free to distribute this remuneration among the directors, subject to applicable legal and regulatory provisions.

Costs incurred by directors during their terms of office shall be reimbursed by the company against documentary evidence.

5 - Observers

The board of directors may appoint one or more observers chosen from among the shareholders, whether individuals or legal entities, or from outside their number.

Their terms of office shall be set by the board of directors, but shall not exceed two years and shall expire at the next general meeting approving the accounts of the last fiscal year and held on the year of expiration of the mandate. Observers can always be re-elected.

The board of directors may terminate their appointment at any time without cause nor indemnity.

In the event of an observer’s death, dismissal or surrender of office for any other reason, the board of directors may appoint a replacement for the remainder of said observer’s term office.

Observers are called to assist as observers at board of directors’ meetings and may be consulted by it or its chairman. They may not vote on the board of directors’ resolutions.

Article 14 - Chairman of the board of directors

The board of directors shall elect its chairman from among its members who are individuals. The chairman shall be elected for the entire duration of his office as director and may be re-elected.

The chairman of the board of directors is subject to the age limit set out by legal and regulatory provisions. If this limit is reached during office, the chairman of the board of directors shall be considered as having resigned from office at the end of the general meeting approving the accounts of the last fiscal year when the age limit was reached.

The board of directors determines the chairman’s remuneration.

Article 15 - Board meetings

1 - The board of directors shall convene as often as the company’s interest so require, pursuant to notice from the chairman.

The notice to convene must be given at least three days in advance by letter, telegram, telex or fax. It must contain the agenda. In the event of an emergency meeting, the notice may be given immediately and by any means, including orally.

The meeting shall take place at the company’s registered office or at any other place indicated in the notice to convene.

2 - The board may not validly deliberate unless a quorum of at least half of its members are present, or, as the case may be, deemed to be present as provided for under the internal charter of the board of directors set in accordance with applicable legal and regulatory provisions.

Any director may give, by letter, telegram, telex or fax, a proxy to one of his colleague in order to represent him at a meeting of the board of directors, but each director may only represent one of his colleagues.

Decisions will be taken by a majority of members present, deemed to be present, or represented. In the event of a tie vote, the chairman of the meeting shall cast the deciding vote.

3 - An attendance sheet shall be kept which must be signed by the directors at the board meeting and record, as the case may be, the participation of directors by means of videoconferencing or telecommunications.

4 - Board decisions shall be recorded in minutes drawn up in compliance with applicable legal provisions and signed by the chairman of the meeting and one director or, if the chairman of the meeting is unable to attend, by two directors. Copies or extracts of the minutes may be certified by the chairman of the board of directors, the chief

executive officer, the delegated managing director, the director temporarily delegated to the duties of chairman or the holder of a power of attorney duly authorized for this purpose.

Article 16 - Powers of the board of directors

The board of directors shall determine the strategy of the company’s activities and shall ensure its implementation. Subject to the powers expressly granted to the shareholders’ meetings, and within the scope of the company’s corporate purpose, the board shall take up all questions related to the management of the company and shall settle all related business through its deliberations.

The company shall be bound also by actions of the board of directors which do not fall within the corporate purpose, unless it proves that the third party knew such action was outside the limits of this purpose, or that the third party could not fail to be aware of this in view of the circumstances.

The board of directors carries out the controls and verifications it considers appropriate. All directors must receive all the necessary information in order to accomplish their task and may review all documents they consider useful.

Article 17 - Powers of the chairman of the board of directors

The chairman of the board of directors shall organize and direct the board’s work, which he shall report on to the general meeting. He shall ensure the proper functioning of the company’s governing bodies and shall ensure, in particular, that the directors are able to carry out their duties.

In case of a temporary unavailability or death of the chairman, the board of directors may delegate the powers of the chairman to a director. In case of a temporary unavailability, this delegation is granted for a limited duration and is renewable. In case of death, it is granted until the appointment of the new chairman.

Article 18 - General management

1 - Choice between two methods of conducting General Management

General management of the company shall be assumed under the responsibility of either the chairman of the board of directors or by another person appointed by the board and with the title of chief executive officer. The board of directors shall decide between these two methods of conducting general management, and shall duly inform the shareholders and third parties according to the applicable regulatory conditions.

When the general management of the company is assumed by the chairman of the board of directors, the provisions set forth above relating to the chief executive officer shall apply to him.

2 - Chief executive officer

The chief executive officer shall be nominated amongst the directors or from outside their number. The board of directors shall set his term of office and his remuneration. The chief executive officer is subject to the age limit set out by the applicable legal and regulatory provisions. If the age limit is reached during office, the chief executive officer shall be considered as having resigned from office at the next general meeting approving the accounts of the last fiscal year and held the year the limit was reached.

The chief executive officer may be dismissed at any time by the board of directors. If the dismissal is decided without fair grounds, it may give rise to damages, except if the chief executive officer is the chairman of the board of directors.

The chief executive officer shall be granted the widest powers to act in any manner on behalf of the company in all circumstances. He shall exercise his powers within the limits of the corporate purpose subject to the powers expressly attributed by legal and regulatory provisions to shareholders’ meetings and to the board of directors.

The chief executive officer shall represent the company in its relations with third parties. The company shall be bound also by actions of the chief executive officer which do not fall within the scope of the corporate purpose, unless its proves that the third party knew such action was outside of the limits of this purpose, or that the third party could not fail to be aware of this in view of the circumstances, it being specified that the mere publication of the by-laws does not constitute such proof.

The provisions of the by-laws or the resolutions of the board of directors limiting the powers of the chief executive officer are unenforceable against third parties.

3 - Deputy chief executive officer

Upon proposal of by the chief executive officer, the board of directors may appoint one or more individuals with the title of deputy chief executive officer and determine his remuneration in order to assist the chief executive officer.

The maximum number of deputy chief executives may not exceed five.

Deputy chief executives may be dismissed at any time by the board of directors upon proposal of the chief executive officer. If the dismissal is decided without fair grounds, it may give rise to damages.

If the chief executive officer ceases to exercise, or is prevented from carrying out his duties, the deputy chief executive officers shall, except when otherwise decided by the board of directors, remain in office and retain their duties until appointment of the new chief executive officer.

In agreement with the chief executive officer, the board of directors shall determine the scope and term of the powers granted to the deputy chief executive officers. With respect to third parties, the deputy chief executives shall have the same powers as the chief executive officer.

The age limit applicable to the chief executive officer also applies to the deputy chief executive officers.

Article 19 - Statutory auditors

The company’s account shall be audited by one or several statutory auditors appointed in accordance with legal and regulatory provisions and carrying out their duties in accordance therewith.

Article 20 - Shareholders’ meetings

1 - Shareholders’ meetings are convened and deliberate in accordance with legal and regulatory provisions and carry out their duties in accordance therewith.

Meetings are held at the company’s registered offices or at any other location indicated in the notice to convene.

2 - Any shareholder has the right to attend general meetings and to participate to the resolutions personally or through a proxy, by simple justification of his identity and no matter how many shares he owns as soon as the shares are paid up in accordance with applicable legal and regulatory provisions and that the shareholder justifies his shares are registered within the company’s books at least three days before the meeting.

Shareholders may only be represented by their spouse or another shareholder and for this purpose, the proxy must prove his mandate.

Shareholders may participate in general meetings by means of videoconferences or telecommunications in accordance with legal and regulatory requirements. The means of telecommunications authorized will be mentioned in the notice to convene.

3 - Shareholders’ general meeting shall be chaired by the chairman of the board of directors or, in his absence, by a director appointed for this purpose by the board of directors, failing which the shareholders’ general meeting itself shall elect its chairman.

4 - The minutes shall be prepared, and copies or excerpts of the deliberations shall be issued and certified as required by legal and regulatory provisions.

Article 21 - Financial year

The financial year is twelve months, beginning January 1 ending December 31 of each year.

Article 22 - Annual accounts - Allocation of results

The board of directors shall keep proper accounts of corporate activities and draw up annual and consolidated accounts, in accordance with applicable legal and regulatory provisions, regulations and standards.

The income statement, which summarizes the income and expenses for the financial year, shows, after deduction of amortization and provisions, the profit or loss for the year.

5% is set aside from the earnings for the financial year minus previous losses, if any, to fund the legal reserve. This withdrawal ceases to be mandatory when the reserve reaches one-tenth of the share capital and resumes when, for any reason, the legal reserve falls below the one tenth figure.

Distributable profits consist of the profits for the year, less prior losses, plus the amounts to be placed in reserves as required by legal and regulatory provisions or by the by-laws, plus retained earnings. The shareholders’ meeting may withdraw from these earnings any sum it deems appropriate to allocate any optional reserves or to carry forward to the next financial year.

Moreover the shareholders’ general meeting may decide to distribute sums taken from reserves at its disposal, expressly indicating the reserve items from which such withdrawals are made. Dividends shall however first be taken from the distributable earnings for the year.

Except in the case of a capital decrease, no distribution may be made to shareholders when shareholders’ equity is or would, as a result of such distribution, be less than the amount of capital plus reserves which legal and regulatory provisions or the by-laws prohibit from being distributed. The re-evaluation variance may not be distributed and may be incorporated, in whole or in part, into the capital.

Article 23 - Payment of dividends

The terms and conditions for the payment of the dividends approved by the shareholders’ general meeting are determined by the shareholders’ meeting, or in lieu, by the board of directors. However, cash dividends must be paid within a maximum of nine months after the close of the financial year, unless extended by court order.

The ordinary shareholders’ general meeting may grant each shareholder, for all or part of the dividends to be distributed, an option between payment of the dividends in cash or in shares, subject to legal requirements.

Interim dividends may be distributed before the approval of the financial statements for the year when the balance sheet established during or at the end of a financial year and certified by an auditor, shows that the company has made a profit since the close of the last financial year, after recognizing the necessary depreciation and provisions and after deducting prior losses, if any, and the sums to be allocated to reserves, as required by legal and regulatory provisions or the by-laws, and including any retaining earnings. The amount of such interim dividends may not exceed the amount of the profit so defined.

Dividends not claimed within five years after the payment date shall be deemed to expire.

Article 24 - Liquidation

Subject to the applicable legal provisions, the company shall be in liquidation from the time of its winding-up, however brought about. The general meeting of shareholders shall then decide on the method of liquidation and appoint the liquidators.

The legal entity of the company shall continue for the purposes of liquidation, until its definitive closure.

Article 25 - Disputes

All disputes which may arise during the company’s existence or its liquidation either between the shareholders and the company or among the shareholders themselves, concerning the business of the company or the interpretation or implementation of these by-laws will be submitted to the jurisdiction of the relevant courts located in the jurisdiction where the company’s registered office is located.

EX-2.4 3 exhibit24-descriptionofrig.htm EX-2.4 DESCRIPTION OF RIGHTS OF EACH CLASS OF SECURITIES REGISTERED Document

Exhibit 2.4

DESCRIPTION OF RIGHTS OF EACH CLASS OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

As of April 18, 2025, our share capital consisted of 253,875,282 issued ordinary shares, fully paid, and with a par value of €0.01 each, and total authorized capital of 397,969,965 ordinary shares. Each ADS represents ten ordinary shares. We have no preferred shares authorized or outstanding.

Under French law, our by-laws set forth only our issued and outstanding share capital as of the date of the by-laws. Our authorized share capital represents all issued and outstanding shares, as well as all potential shares which may be issued upon acquisition of restricted free shares or upon exercise of outstanding stock options,

founders warrants, other warrants and convertible notes, as approved by our shareholders and our board of directors.

At the Shareholders’ Ordinary General Meeting and Extraordinary Meeting of Sequans Communications S.A. held on June 28, 2024, our shareholders delegated authority to the Board of Directors to carry out a capital increase up to a maximum nominal amount of €1,000,000 by issuing shares and/or securities that grant access to our equity and/or to securities that confer the right to an allotment of debt securities, reserved to a specific class of persons and revocation of preemptive subscription rights in favor of such class. The authorization is valid through December 28, 2025.

Reconciliation of the number of ordinary shares outstanding on January 1, 2025 and on April 18, 2025


Number of ordinary shares as of January 1, 2025			251,408,922
Issuance of ordinary shares during Q1 2025			2,466,360(1)
Number of ordinary shares as of April 18, 2025			253,875,282

(1) Reflects shares issued from the vesting of restricted shares.

Dividends and Liquidation Rights

Exhibit 2.4

Changes in Share Capital

We may increase our share capital only with approval of our shareholders at an extraordinary general meeting. The shareholders can authorize the board of directors to carry out the capital increase for a specified period of time. There are two methods to increase our share capital: (i) the issuance of additional shares, including the creation of a new class of shares, and (ii) the increase in the nominal value of existing shares. We may issue additional shares for cash or for assets contributed in kind, upon the conversion of debt securities, by capitalization of our reserves or, subject to certain conditions, in satisfaction of our indebtedness. Although, currently, we have only one class of shares, French law permits us to issue different classes of shares that may have different liquidation, voting and dividend rights.

We may decrease our share capital only with the approval of our shareholders at an extraordinary general meeting. The shareholders can authorize the board of directors to carry out the capital decrease for a specified period of time. There are two methods to decrease our share capital: (i) decreasing the number of shares outstanding and (ii) decreasing the nominal value of our shares. The conditions under which the share capital may be decreased vary depending upon whether the decrease is attributable to losses. We may, under certain conditions, decrease the number of outstanding shares either by a reverse stock split or by the repurchase and cancellation of our shares. Any decrease must meet the requirements of French law, which states that all the holders of shares in each class of shares must be treated equally unless each affected shareholder otherwise agrees.

Attendance and Voting at Shareholders’ Meetings

Exhibit 2.4

Shareholders holding individually or in the aggregate at least 5% of our share capital, or another interested party under certain circumstances, may petition the court to appoint such an agent. The notice convening of a shareholders’ general meeting must state the agenda for the meeting.

As set forth in our by-laws, shareholders’ meetings are held at our registered office or at any other location specified in the written notice.

Exhibit 2.4

Preferential Subscription Rights

Form and Holding of Shares

Repurchase and Redemption of Shares

Under French law, we may acquire our own shares for the following purposes only:

•to provide shares for distribution to employees or managers under a profit-sharing or share option plan; and

•to facilitate an issue of additional shares or securities convertible or exchangeable into shares, a merger or a spin-off, approved by the shareholders at an ordinary general meeting.

Cross Shareholdings and Holding of Our Shares by Our Subsidiaries

In the event that one of our subsidiaries holds our shares, these shares are deprived of their voting rights. However, French law does not require the subsidiary to sell the shares.

Exhibit 2.4

General Description of our By-laws

The following summarizes certain terms and provisions contained in our by-laws. This summary is not complete, and you should read our by-laws (statuts), which are filed as Exhibit 1.1 to our Annual Report on Form 20-F for the fiscal year ended December 31, 2024 (the “Form 20-F”).

Corporate Purposes (Article 3)

Our company is engaged in the business of researching, developing and commercializing silicon and software solutions in the areas of cellular wireless access, specifically compliant with LTE or 5G standards or other similar broadband wireless standards.

Our corporate purpose in France and in all countries includes the following:

•The study, development and marketing of all products and/or services relating to radio fixed and/or optical-type communication networks systems;

•Advising and training, by all means and technical media, relating to the aforementioned fields of operations;

Directors’ Voting Powers

As compensation, directors receive attendance fees set annually by the shareholders upon recommendation of the board of directors. The directors may take part in the vote on the resolution deliberating on their attendance fees. Attendance fees must be differentiated from any other sum a director may receive as a compensation for a particular service provided (i.e., employment contract, chairman of the board). In addition, the directors may be granted warrants by the shareholders’ general meeting.

Rights, Preferences and Restrictions Attaching to Each Class of Shares

Our shareholders are not required to subscribe to any of our further capital calls.

Exhibit 2.4

We cannot increase the commitments or liabilities of our shareholders; such a change can only be agreed to by each shareholder individually.

Under our by-laws, our extraordinary general meeting may decide to issue preferred shares bearing preferred voting and financial rights.

Provisions Having the Effect of Delaying, Deferring or Preventing a Change in Control of our Company

The sections of the by-laws relating to the number of directors, election and removal of a director from office may be modified only by a resolution adopted by 66⅔% of our shareholders present or represented. These provisions, and other procedural provisions contained in our by-laws, may have the effect or delaying or deferring a change in control.

Ownership of ADSs or Shares by Non-French Residents

Neither the French Commercial Code nor our by-laws presently impose any restrictions on the right of non-French residents or non-French shareholders to own and vote shares. However, residents outside of France, as well as a French entity controlled by non-French residents, must file an administrative notice with French authorities in connection with the acquisition of a controlling interest, or leading non-French residents to hold a controlling interest, in our company or the acquisition of a controlling interest in any foreign entity holding a controlling interest in our company. Under existing administrative rulings, ownership of 33⅓% (25% when at least one of the members of the investor’s “chain of control” is non-European Union/European Economic Area) or more of our share capital or voting rights is regarded as a controlling interest, but a lower percentage may be held to be a controlling interest in certain circumstances, depending upon such factors as:

•the acquiring party’s option to buy additional shares;

•loans and guarantees granted by the acquiring party to our company in amounts evidencing control over our financing; and

•patent licenses granted by an acquiring party or management or technical assistance agreements with such acquiring party that place us in a dependent position vis-à-vis such party or its group.

Foreign Exchange Controls

Availability of Preferential Subscription Rights

Exhibit 2.4

DESCRIPTION OF AMERICAN DEPOSITARY SHARES

American Depositary Shares

The Bank of New York Mellon, as depositary, registers and delivers our ADSs. Each ADS represents ten ordinary shares (or a right to receive ten ordinary shares) deposited with the principal Paris office of Société Générale or any successor, as custodian for the depositary. Each ADS will also represent any other securities, cash or other property which may be held by the depositary in respect of the depositary facility. A copy of our amended and restated deposit agreement (the “Deposit Agreement”), dated May 14, 2018 and the amendment dated September 11, 2023, among us, the depositary, owners and holders of ADSs are filed with the SEC as Exhibit 2.2 and Exhibit 2.5, respectively, to our Form 20-F.

Any ordinary shares that may be issued pursuant to this prospectus and the applicable prospectus supplement, whether directly or upon conversion of the Convertible Note, will be delivered in the form of ADSs. The ADSs may be uncertificated securities or certificated securities evidenced by American Depositary Receipts, or ADRs. Each ADS will represent ten ordinary shares (or a right to receive ten ordinary shares) deposited with the principal Paris office of Société Générale or any successor, as custodian for the depositary. Each ADS will also represent any other securities, cash or other property which may be held by the depositary. The depositary’s corporate trust office at which the ADSs will be administered is located at 240 Greenwich Street, Floor 8W, New York, New York 10286.

You may hold ADSs either (A) directly (i) by having an ADR, which is a certificate evidencing a specific number of ADSs, registered in your name, or (ii) by having ADSs registered in your name in the Direct Registration System, or (B) indirectly by holding a security entitlement in ADSs through your broker or other financial institution. If you hold ADSs directly, you are a registered ADS holder, also referred to as an ADS holder. This description assumes you are an ADS holder. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.

As an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. French law governs shareholder rights. The depositary will be the holder of the shares underlying your ADSs. As a holder of ADSs, you will have ADS holder rights. A deposit agreement among us, the depositary and you, as an ADS holder, and the beneficial owners of ADSs set out ADR holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the ADRs.

We refer to the shares that are at any time deposited or deemed deposited under the deposit agreement and any and all other securities, cash and property received by the depositary or the custodian in respect thereof and at such time held under the deposit agreement as “Deposited Securities.”

The following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the entire deposit agreement and the form of ADR, which is included in the Deposit Agreement.

Deposit, Transfer and Withdrawal

French law provides that ownership of shares generally be evidenced only by an inscription in an account in the name of the holder maintained by either the issuer or an authorized intermediary such as a bank. Thus, all references to the deposit, surrender and delivery of our shares refer only to book-entry transfers and do not contemplate the physical transfers of certificates representing the shares in France.

Exhibit 2.4

The depositary has agreed, subject to the terms and conditions of the deposit agreement, that upon deposit with the custodian of our shares, or evidence of rights to receive our shares, and pursuant to appropriate instruments of transfer, it will deliver through its Corporate Trust Office to the person or persons specified by the depositor, ADSs registered in the name or names of such person or persons for the number of ADSs issuable in respect of such deposit, upon payment to the depositary of its fees and expenses and of any taxes or charges.

Upon surrender of an ADS at the Corporate Trust Office of the depositary for the purpose of withdrawal of the Deposited Securities represented by the ADSs, payment of the fees, governmental charges and taxes provided in the deposit agreement and payment of all taxes and governmental charges payable in connection with such surrender and withdrawal, and subject to the provisions of the deposit agreement, our by-laws and the Deposited Securities, ADS owners are entitled to delivery to it or upon its order of the shares and any other Deposited Securities at the time represented by the ADSs at the Corporate Trust Office of the depositary or at the office of the custodian in Paris. The forwarding for delivery at the Corporate Trust Office of the depositary of cash, other property and documents of title for such delivery will be at the risk and expense of the ADS holder.

Subject to the terms and conditions of the deposit agreement and any limitations established by the depositary, unless requested by us to cease doing so, the depositary may deliver ADSs before deposit of the underlying ordinary shares. This is called a pre-release of the ADSs. The depositary may also deliver ordinary shares upon cancellation of pre-released ADSs (even if the ADSs are canceled before the pre-release transaction has been closed out). A pre-release is closed out as soon as the underlying ordinary shares are delivered to the depositary. The depositary may receive ADSs instead of ordinary shares to close out a pre-release. The depositary may pre-release ADSs only under the following conditions: (1) before or at the time of the pre-release, the person to whom the pre-release is being made represents to the depositary in writing that it or its customer owns the ordinary shares or ADSs to be deposited; (2) the pre-release is fully collateralized with cash or other collateral that the depositary considers appropriate; and (3) the depositary must be able to close out the pre-release on not more than five business days’ notice. In addition, the depositary will limit the number of ADSs that may be outstanding at any time as a result of pre-release, although the depositary may disregard the limit from time to time, if it thinks it is appropriate to do so.

Dividends, Other Distributions and Rights

The depositary has agreed to pay to ADS holders the cash dividends or other distributions it or the custodian receives on ordinary shares or other deposited securities in the depositary facility, after deducting its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your ADSs represent.

While we do not expect to declare or pay any cash dividends or cash distributions on our ordinary shares for the foreseeable future, if and when we do pay any cash dividend or other cash distribution on the ordinary shares, the depositary will convert, as promptly as practicable, any cash dividend or other cash distribution into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and cannot be obtained with reasonable efforts, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest. Before making a distribution, any withholding taxes, or other governmental charges that must be paid will be deducted. It will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution.

Ordinary Shares

The depositary may distribute additional ADSs representing any ordinary shares we distribute as a dividend or free distribution upon our request or after consulting with us. The depositary will only distribute whole ADSs. It will sell ordinary shares which would require it to deliver a fractional ADS and distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new ordinary shares; however, the depositary may sell a portion of the distributed ordinary shares sufficient to pay its fees and expenses in connection with that distribution.

Exhibit 2.4

Rights to Purchase Additional Ordinary Shares

If we offer holders of our securities any rights to subscribe for additional ordinary shares or any other rights, the depositary may make these rights available to ADS holders. If the depositary decides it is not legal or practical to make the rights available but that it is practical to sell the rights, the depositary will use reasonable efforts to sell the rights and distribute the proceeds in the same way as it does with cash. The depositary will allow rights that are not distributed or sold to lapse. In that case, you will receive no value for them.

If the depositary makes rights available to ADS holders, it will exercise the rights and purchase the ordinary shares on your behalf and in accordance with your instructions. The depositary will then deposit the ordinary shares and deliver ADSs to the persons entitled to them. It will only exercise rights if you pay it the exercise price and any other charges the rights require you to pay and comply with other applicable instructions.

U.S. securities laws may restrict transfers and cancellation of the ADSs representing ordinary shares purchased upon exercise of rights. For example, you may not be able to trade these ADSs freely in the United States. In this case, the depositary may deliver restricted depositary shares that have the same terms as the ADSs described in this section except for changes needed to put the necessary restrictions in place.

Other Distributions

The depositary will send to ADS holders anything else we distribute on deposited securities by any means it determines is equitable and practicable after consulting with us, to the extent practicable. If it cannot make the distribution proportionally among the owners, the depositary may adopt another equitable and practical method subject to consulting with us, to the extent practicable. It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the depositary is not required to distribute any securities (other than ADSs) to ADS holders unless it receives satisfactory evidence from us that it is legal to make that distribution. In addition, the depositary may sell a portion of the distributed securities or property sufficient to pay its fees and expenses in connection with that distribution.

The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. We have no obligation to register ADSs, ordinary shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADSs, ordinary shares, rights or anything else to ADS holders. This means that you may not receive the distributions we make on our ordinary shares or any value for them if it is illegal or impractical for us to make them available to you.

Record Dates

Whenever any cash dividend or other cash distribution becomes payable or any distribution other than cash is made, or whenever rights shall be issued with respect to the Deposited Securities, or whenever for any reason the depositary gives effect to a change in the number of our shares that are represented by each ADS, or whenever the depositary shall receive notice of any meeting of holders of shares or other Deposited Securities, or whenever the depositary shall find it necessary or convenient, the depositary will fix a record date, which shall be the same date as for the represented ordinary share or a date fixed after consultation with us and as close thereto as practicable (i) for the determination of the owners of ADRs who shall be (a) entitled to receive such dividend, distribution or rights, or the net proceeds of the sale thereof, or (b) entitled to give instructions for the exercise of voting rights at any such meeting, (ii) for fixing the date on or after which each ADS will represent the changed number of shares, all subject to the provisions of the deposit agreement or (iii) to facilitate any other matter for which the record date was set.

Voting of Deposited Securities

ADS holders may instruct the depositary to vote the number of deposited ordinary shares their ADSs represent. The depositary will notify ADS holders of shareholders’ meetings and arrange to deliver our voting materials to them if we ask it to. Those materials will describe the matters to be voted on and explain how ADS holders may instruct the depositary how to vote.

Exhibit 2.4

For instructions to be valid, they must reach the depositary by a date set by the depositary.

The depositary will try, as far as practical, and subject to the laws of France and to our by-laws, to vote or to have its agents vote the ordinary shares or other deposited securities as instructed by ADS holders. The depositary will only vote or attempt to vote as instructed.

We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your ordinary shares. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions provided that any such failure is without negligence and in good faith. This means that you may not be able to exercise your right to vote and there may be nothing you can do if your ordinary shares are not voted as you requested.

In order to give you a reasonable opportunity to instruct the depositary as to the exercise of voting rights relating to deposited securities, if we request the depositary to act, we agree to give the depositary notice of any such meeting and details concerning the matters to be voted upon at least 45 days in advance of the meeting date.

Except as described above, you will not be able to exercise your right to vote unless you withdraw the ordinary shares. However, you may not know about the shareholder meeting enough in advance to withdraw the ordinary shares.

Amendment and Termination of the Deposit Agreement

We may agree with the depositary to amend the deposit agreement and the ADRs without your consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended.

The depositary will terminate the deposit agreement at our direction, if given, by mailing notice of termination to the ADS holders then outstanding at least 30 days prior to the date fixed in such notice for such termination. The depositary may also terminate the deposit agreement by mailing notice of termination to us and the ADS holders if 60 days have passed since the depositary told us it wants to resign but a successor depositary has not been appointed and accepted its appointment.

After termination, the depositary and its agents will do the following under the deposit agreement but nothing else: collect distributions on the deposited securities, sell rights and other property, and deliver ordinary shares and other deposited securities upon cancellation of ADSs. Four months after termination, the depositary may sell any remaining deposited securities by public or private sale. After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement for the pro rata benefit of the ADS holders that have not surrendered their ADSs. It will not invest the money and has no liability for interest. The depositary’s only obligations will be to account for the money and other cash. After termination our only obligations under the deposit agreement will be to indemnify the depositary and to pay fees and expenses of the depositary that we agreed to pay and we will not have any obligations thereunder to current or former ADS holders.

Charges of Depositary

See Item 12, “Description of Securities Other than Equity Securities – D. American Depositary Shares – Fees and Expenses” in our Form 20‑F.

Liability of Owner for Taxes

If any tax or other governmental charge shall become payable by the custodian or the depositary with respect to any ADS or any Deposited Securities represented by the ADSs evidenced by such ADS, such tax or other governmental charge will be payable by the owner of such ADS to the depositary. The depositary may refuse to effect any transfer of such ADS or any withdrawal of Deposited Securities underlying such ADS and may apply such dividends, distributions or the proceeds of any such sale to pay any such tax or other governmental charge and the owner of such ADS will remain liable for any deficiency.

Exhibit 2.4

EX-4.2P 4 exhibit42p-directorwarrant.htm EX-4.2 DIRECTOR WARRANTS ISSUANCE AGREEMENT JUNE 28, 2024 Document

Director Warrants Issuance Agreement

Dated June 28, 2024

(1) SEQUANS COMMUNICATIONS S.A. (the “Company”)

(2) THE HOLDER OF DIRECTOR WARRANTS

Summary

PREAMBLE: PRESENTATION OF THE ISSUANCE AGREEMENT

Title 1. SUBSCRIPTION AND FEATURES OF DIRECTOR WARRANTS

Article 1. Holder of Director Warrants

Article 2. Allotment and subscription of Director Warrants

Article 3. Features and period of validity of Director Warrants – Conditions of exercise

Article 4. Setting of the subscription price for shares covered by the Director Warrants

Article 5. Termination of the mandate of non-executive Board Member of the Company -Exceptions

Title 2. RIGHT OF EXERCISE – SUSPENSION – FORMALITIES – SHARES SUBSCRIBED

Article 6. Suspension of the rights to exercise the Director Warrants

Article 7. Conditions of exercise of Director Warrants

Article 8. Delivery and form of shares

Article 9. Rights and availability of shares

Title 3. REPRESENTATION OF HOLDERS - Protection – AMENDMENT OF THE ISSUANCE AGREEMENT

Article 10. Representation of Holders

Article 11. Protection of Holders – Rights of the Company

Article 12. Binding effect – Amendment of the issuance agreement – Term – Jurisdiction In a decision taken on June 28, 2024, a combined general shareholders' meeting (the "CGM") of the Company voted in favour of the issuance of a total number of 1,260,000 stock warrants (“Director Warrants”), at a subscription price of 0,00001 euro per Director Warrants (i.e.

WHEREAS:

1.80 euros for 180,000 Director Warrants), allocated as follows:

- Mr. Wesley Cummins 360,000 Director Warrants

- Mr. Yves Maître 360,000 Director Warrants

- Ms. Maria Marced Martin 360,000 Director Warrants

- Mr. Richard Nottenburg 360,000 Director Warrants

- Mr. Hubert de Pesquidoux 360,000 Director Warrants

- Mr. Dominique Pitteloud 360,000 Director Warrants

- Mr. Zvi Slonimsky 360,000 Director Warrants

Each Director Warrant subscribed gives the Holder the right to purchase one ordinary share of the Company at a fixed exercise price.

The CGM delegated to the Board of Directors the power (i) to record the exercise price equal to the closing market value on the issuance date of the Director Warrants, (ii) to ascertain the completion of the capital increase relating to the subscription of the Director Warrant, (iii) increase share capital by a maximum nominal amount of €12,600 with respect to 2,520,000 Director Warrants, and subsequently (iv) to record the successive increases in share capital as a result of the exercise of the Director Warrants, and to carry out all formalities required as a result thereof.

The Board of Directors, in their meeting of June [●], 2024, did record the exercise price and ascertain the increase of the share capital.

The CGM, having eliminated the preferred subscription right of shareholders to the Director Warrants, fully reserved subscription of these Director Warrants for the subscribers designated by the CGM.

The purpose of this Director Warrants issuance agreement (the “Issuance Agreement”) is to define the terms and conditions governing the Director Warrants issued to each Holder with a vesting period.

The parties AGREE AS FOLLOWS

Title 1. SUBSCRIPTION AND FEATURES OF Director Warrants

Article 1. Holder of Director Warrants

The Holder is a physical person being a non-executive member of the Company's Board of Directors, designated by the CGM.

The number of Director Warrants allocated to each Holder is 360,000, as provided in the recitals.

Article 2. Allotment and subscription of Director Warrants.

The Director Warrants proposed to the Holders shall be subscribed at the price of 0.00001 euro per Director Warrant (i.e. 3.60 euros for the 360,000 Director Warrants allotted to each Holder), price which shall be paid on subscription, either by mean of a payment in cash or by way of a set-off with a debt.

The number of Director Warrants allotted to Holder shall be indicated in an Individual Notification Letter sent to him/her by the Chairman; the subscription of such shall be done no later than 10 days from the receipt of the aforesaid letter, by returning to the Company

- the Director Warrants subscription form duly signed,

- as well as a copy of this Issuance Agreement attached to said letter, after the Holder has duly executed said copies.

Failure to comply with this major formality within the applicable period – except in the event of Force Majeure - shall render the Director Warrants issued immediately and automatically void.

Article 3. Features and period of validity of Director Warrants – Conditions of exercise

Provided they are subscribed for by the Holder, Director Warrants are granted for a period of 10 years as from June 28, 2024, date of their issuance by the CGM.

Director Warrants will vest on the first anniversary of their issuance, i.e. June 27, 2024, provided that the Holder still is a Director or is a member of the Strategic Advisory Board on that date (the “Vesting Period”), and must be exercised within the aforementioned maximum period of 10 years. For the sake of clarity, the Holder is entitled to exercise at any time and without restriction all or part of his/her fully vested Director Warrants as from June 28, 2024 until June 27, 2034 as documented in the Individual Notification Letter.

Exercising a Director Warrant entitles the Holder to subscribe for one ordinary share of the Company’s share capital.

This number of shares cannot be modified during the Director Warrants period of validity, except in the event of an adjustment in the subscription price and any other adjustments in accordance with applicable laws and regulations.

Any Director Warrant that is not exercised by the expiry of the aforementioned 10-year period shall be null and void.

Article 4. Setting of the exercise price for shares covered by the Director Warrants

The CGM decided that the exercise price for shares to be issued pursuant to an exercise of the Director Warrants shall be equal, based on the current share/ADS ratio, to 1/4th of the closing price on the New York Stock Exchange of a Company ADS on June 28, 2024.

This subscription price – with respect to this Director Warrants Issuance Agreement - is set in the amount of USD 0.125 per share (USD 0.50 per ADS); the counter value in Euros shall be determined on the exercise date of the Director Warrants. The par value of each share is EUR 0.01.

This price may not be changed during the Director Warrants period of validity, except in the event of adjustments in accordance with applicable laws and regulations.

Article 5. Termination of the mandate of non-executive Board member of the Company - Exceptions

5.1 In the event the Holder no longer holds his/her mandate as non-executive Board member of the Company on the first anniversary of issuance, the Holder shall lose any and all rights with regard to his/her Director Warrants which shall all become null and void, subject to clause 5.2.

5.2 In the event the Holder, whose mandate as non-executive Board member of the Company is terminated for whatever reason, is appointed member of the Strategic Advisory Board on or before the date of termination of the aforesaid mandate, all rights with regard to his/her Director Warrants shall remain in force as if the Holder was a Board member of the Company.

In the event the Holder no longer holds his/her position as member of the Strategic Advisory Board on the first anniversary of issuance, the Holder shall lose any and all rights with regard to his/her Director Warrants which shall become null and void.

5.3. Notwithstanding the provisions of article 5.1 and 5.2 above,

•in the event of death of the Holder, all Director Warrants subscribed by the Holder and not yet exercisable would nevertheless become exercisable by his/her heirs or beneficiaries from the effective death date, notwithstanding the Vesting Period set forth under article 3 above, allowing said heirs or beneficiaries to exercise any and all remaining Director Warrants, provided that such exercise occurs within a period of 6 months following the aforesaid death.

•should the Company be subject to an acquisition by a third party, all Director Warrants subscribed by the Holder and not yet exercisable would nevertheless become exercisable from the effective date of such change of control, notwithstanding the Vesting Period set forth under article 3 above, allowing said Holder to exercise any and all remaining Director Warrants, provided that such exercise occurs within a period of 90 days following the aforesaid acquisition.

Title 2. RIGHT OF EXERCISE – SUSPENSION – FORMALITIES – SHARES SUBSCRIBED

Article 6. Suspension of the rights to exercise Director Warrants

If necessary, the Board of Directors may suspend the right to exercise the Director Warrants. In particular, a suspension may be ordered whenever a transaction concerning the Company’s share capital requires knowing in advance the exact number of shares that make up share capital or in the event that one of the financial transactions requiring an adjustment is carried out.

In such case, the Company shall inform the Holders of the Director Warrants, indicating the date of the suspension and the date on which the right to exercise Director Warrants will be re-established. Such suspension may not exceed 3 months.

If the right to exercise a Director Warrant expires during a period in which rights are suspended, the period for exercising the Director Warrants shall be extended by 3 months.

Article 7. Conditions of exercise of Director Warrants

All requests for exercising Director Warrants, documented by the signature of the corresponding subscription certificate, shall be sent to the Company, and must be accompanied by a cheque or a money transfer made out to the Company's order in an amount corresponding to the number of shares subscribed. Alternatively, Director Warrants may be exercised via any on-line equity incentives system which may be put in place by the Company.

Shares subscribed must be, at the time of subscription, either fully paid up in cash or by way of a set-off with a debt. Failure to do so renders the subscription of shares null and void.

Article 8. Delivery and form of shares

Shares acquired by exercising Director Warrants are registered in the books of the Company as registered shares.

Article 9. Rights and availability of shares

The ordinary shares shall be subject to all provisions of the by-laws and shall enjoy all rights pertaining to shares of such class as from the date the increase in share capital is completed.

These shares shall be immediately transferable.

Title 3. REPRESENTATION OF HOLDERS – PROTECTION – AMENDMENT OF THE ISSUANCE AGREEMENT

Article 10. Representation of Holders of Director Warrants

Pursuant to the provisions of Article L. 228-103 of the French Commercial Code, the Holders of Director Warrants are grouped into a body with legal personality protecting their joint interests (the "Masse"). General meetings of Holders meet at the registered office or in any other location of the department of the registered office or of bordering departments.

The Masse will appoint one or more representatives of the body, at the request of the Board of Directors. The representative(s) of the Masse will be governed by applicable legal and regulatory provisions. The representative of the masse will receive no remuneration for his/her duties.

Article 11. Protection of Holders – Rights of the Company

11.1 Holders will enjoy the protection reserved by law and regulations for holders of securities giving access to the capital. The Company will provide the Holders, or their representative, with the information set out by the law and regulations.

11.2 During the entire period of validity of the Director Warrants, the Company will have the option of changing its form or object, without obtaining prior authorisation from the Holders of Director Warrants. In addition, the Company shall be entitled to change the rules for distributing profits, write down its capital, or create preferred shares entailing such modification or writing down, subject to the prior authorisation to be delivered pursuant the terms of Article L. 228-103 of the French Commercial code and provided that the Company accordingly take the measures necessary to maintain the rights of the Holders, in compliance with applicable legal and/or regulatory provisions.

11.3 Subject to the powers expressly reserved by law for the general meeting of shareholders and, as the case may be, for the general meeting and for the representative of the body of Holders, the Board of directors will be empowered to take any measure relating to the protection and adjustment of the rights of Holders as provided for by the law and regulations, in particular by Article L. 228-99 of the French Commercial Code.

11.4 The Issuance Agreement and the conditions for the subscription or allotment of equity securities determined at the time of the issuance may only be amended by the extraordinary general meeting of shareholders of the Company, with the authorisation of the Holders obtained under the conditions provided for by law, in particular by Article L. 228-103 of the French Commercial Code.

Article 12. Binding effect – Amendment of the issuance agreement – Term – Jurisdiction

12.1 The Holders are automatically subject to this Issuance Agreement, through this subscription or acquisition of Director Warrants.

12.2 This Issuance Agreement becomes effective on the date of effective subscription of the Director Warrants and ends on the first of the following dates: (a) the expiry date of the Director Warrants, (b) the date on which all the Director Warrants have been exercised or waived. In addition, it will cease to be binding on each Director Warrant Holder on the date on which such holder ceases to hold any Director Warrants.

12.3 This Issuance Agreement is subject to French law. Any dispute relating to this Issuance Agreement or relating to the application of the terms and conditions of the Director Warrants will be referred to the relevant court of the district of the Cour d’appel of the registered office of the Company.

SEQUANS COMMUNICATIONS _________________________

Mr/Ms.__________________________ ______________________________

(the "Holder"")

(The Holder shall initialize each page, sign the last page and write down: "read and approved")

EX-4.2Q 5 exhibit42q-partnerwarrants.htm EX-4.2 PARTNER WARRANTS 2024 Document

SEQUANS COMMUNICATIONS

Société anonyme au capital de 2.462.620,04 euros

Siège social : Les Portes de la Défense, 15-55 boulevard Charles de Gaulle - 92700 COLOMBES

RCS Nanterre 450 249 677

Partner Warrants Issuance Agreement 2024

______________________

(1) SEQUANS COMMUNICATIONS

(2) THE HOLDERS OF PARTNER WARRANTS 2024

Summary

PREAMBLE : PRESENTATION OF THE ISSUANCE AGREEMENT

Title 1. SUBSCRIPTION AND FEATURES OF Partner Warrants 2024

Article 1. Holders of Partner Warrants 2024

Article 2. Grant and subscription of Partner Warrants 2024

Article 3. Features and period of validity of Partner Warrants 2024 – Vesting period -- Conditions of exercise

Article 4. Cessation of Holder's contractual relationship with Sequans Communications or one of its subsidiaries

Article 5. Setting of the Exercise Price for shares covered by the Partner Warrants 2024

Title 2. RIGHT OF EXERCISE – SUSPENSION – FORMALITIES – SHARES SUBSCRIBED

Article 6. Suspension of the rights to exercise the Partner Warrants 2024

Article 7. Conditions of exercise of Partner Warrants 2024

Article 8. Delivery and form of shares

Article 9. Rights and availability of shares

Title 3. REPRESENTATION OF HOLDERS - PROTECTION – AMENDMENT OF THE ISSUANCE AGREEMENT In order to reward its business partners (consultants, advisers...) (hereinafter the "Beneficiaries"), Sequans Communications wishes to set up a system enabling them to share in its growth.

Article 10. Representation of Holders

Article 11. Protection of Holders – Rights of the Company

Article 12. Binding effect – Term – Jurisdiction

WHEREAS

This Partner Warrants 2024 plan is a mechanism by which Sequans Communications offers the Beneficiaries the possibility of subscribing for warrants (hereafter referred to as "Partner Warrants 2024") at a set price; the exercise of each Partner Warrant 2024 allows the purchase of a new ordinary share during a certain period, at a price set on the date the Partner Warrants 2024 are issued, and that remains fixed during the entire period. In this way, the Beneficiaries participate in Sequans’ performance through the changes in share value, even before they become shareholders by exercising the Partner Warrants 2024 to purchase shares. This mechanism is governed, in particular, by the provisions set forth under article L.228-91 of the French Commercial Code.

In a decision taken on 28 June 2024, a combined general shareholders' meeting voted in favour of the principle of issuing Partner Warrants 2023-1, with a unitary warrant subscription price of 0.00002 Euro, which could give rise to the issuance of a maximum of 12,000,000 new ordinary shares with a unitary par value of EUR 0.01.

This combined general shareholders' meeting has defined the conditions of setting of the exercise price for the ordinary shares which would be issued upon exercise of each Partner Warrant 2024 and decided that this price would be equal to the closing price of the Sequans Communications share, as represented by American Depositary Shares (ADS), listed on the New York Stock Exchange (NYSE), on the date of the granting of said Partner Warrants 2024, adjusted to reflect the then current ratio of shares per ADS.

In addition, this decision delegated to the Board of Directors the authority to issue such Partner Warrants 2024, on one or more occasions, including the authority to determine the holders and the number of Partner Warrants 2024 to be issued and the exercise conditions. Furthermore, the Board of Directors was delegated the authority to increase share capital, subject to certain restrictions, by a maximum amount equal to the total number of Partner Warrants 2024 issued, to record the successive increases in share capital as a result of the exercise of the Partner Warrants 2024, and to carry out all formalities required as a result thereof.

Pursuant to the aforesaid delegation of power, the Board of Directors has defined, at a meeting held on 1 July 2024, the terms and conditions of the Partner Warrants 2024 (Warrants) Issuance Agreement (the “Issuance Agreement”) governing Partner Warrants 2024.

THE PARTIES AGREE AS FOLLOWS:

Title 1. SUBSCRIPTION AND FEATURES OF Partner Warrants 2024

Article 1. Holders of Partner Warrants 2024

The Holder is a physical person or legal entity having an effective contractual relationship – on the basis of a services contract duly signed - with Sequans Communications at the date an offer of subscription of Partner Warrants 2024 is made pursuant to this Issuance Agreement.

Holders are approved by the Company's Board of Directors.

Article 2. Grant and subscription of Partner Warrants 2024

The Partner Warrants 2024 offered to the Holders shall be subscribed at the price of 0.00002 Euro per Partner Warrant 2024, price which shall be paid on subscription, either by means of a payment in cash or by way of a set-off with a debt owed by the Company to Holder.

The number of Partner Warrants 2024 granted to each Holder shall be indicated in an Individual Notification Letter sent to him/her by the Chairman or his delegate (including the Company’s on-line equity plan administrator); the subscription of such Partner Warrants 2024 shall be done no later than 7 days from the receipt of the aforesaid letter, by returning to the Company

(i) a copy of this Issuance Agreement,

(ii) a copy of the Individual Letter of Notification, and

(iii) the Partner Warrants subscription form duly signed

being specified that all such copies shall be duly executed by the Holder who acknowledges that the Individual Letter of Notification is part of these Issuance Agreement. Alternatively, the acknowledgement can be accomplished by responding to the electronic acknowledgement request from the Company’s on-line equity plan administrator.

Failure to comply with this major formality within the applicable period – except in the event of Force Majeure - shall render the Partner Warrants 2024 issued immediately and automatically null and void.

Article 3. Features and period of validity of Partner Warrants 2024 – Vesting period -- Conditions of exercise

Partner Warrants 2024 are valid for a period of 10 years as from the time they are granted by the Board of Directors, and provided they are subscribed for by the Holder.

Partner Warrants 2024 may only be exercised within the aforementioned maximum period of 10 years; any Partner Warrants 2024 not exercised by the expiry of such period shall automatically become null and void.

The Beneficiary acquires the right to exercise his/her Partner Warrants 2024 over a period of three (3) years from the effective date of the Award by the Board of Directors (the "Vesting Period") provided that the Award conditions established by the Board of Directors in this Plan are observed on each Vesting Date as defined hereafter. The vesting schedule shall be as follows:

- 33% of the Award shall be acquired (vest) on the one-year anniversary of the Award date;

- thereafter, an additional 1/8th of the remaining 67% of the Award shall be acquired (vest) on the corresponding day of each three month period thereafter (i.e. quarterly vesting), such that 100% of the Award has vested by the 3rd anniversary of the Award date.

Exercising a Partner Warrants 2024 entitles the Holder to purchase one new ordinary share with a par value of EUR 0.01 (hereafter a "Share") in consideration of the payment of the Exercise Price described in Article 5.

This number of shares cannot be modified during the Partner Warrants 2024 period of validity, except in the event of an adjustment in the Exercise Price - as defined under article 11 below - in accordance with the requirements provided by law.

Article 4. Cessation of Holder's contractual relationship with Sequans Communications or one of its subsidiaries - Exceptions

In the event of a termination, anticipated or not, of the Holder's services contract with Sequans Communications or one of its subsidiaries, regardless of the reason, said Holder shall lose any and all rights with regard to Partner Warrants 2023-1 not yet vested and exercisable on the date of the aforesaid termination.

However, the Holder retains the right to exercise Partner Warrants 2024 that are vested and that have not yet been exercised.

Notwithstanding the above and in the event of :

•death of the Holder, his heirs or beneficiaries shall have a period of 6 months to exercise vested Partner Warrants 2024. After the expiry of this 6-month period hereinabove, said heirs or beneficiaries shall lose all rights with regard to unexercised Partner Warrants 2024,

•Termination following an acquisition of Sequans Communications: in the event that a third party acquires a majority interest in Sequans Communications, the Partner Warrants awarded to a Holder whose contract with Sequans Communications is subsequently terminated within six months of the acquisition, other than for cause as defined in the contract, shall vest immediately upon the date of contract termination as a result of said termination, and shall have the right to exercise all of his/her Partner Warrants within a period of 30 days following the date of said termination, notwithstanding the schedule set out above for exercising his/her Partner Warrants.

Article 5. Setting of the Exercise Price for shares covered by the Partner Warrants 2024

The Exercise Price for Shares to be issued pursuant to an exercise of the Partner Warrants 2024 is set at the closing price of the Sequans Communications share, represented by ADS listed on the NYSE, adjusted to reflect the then current ratio of shares per ADS, on the effective grant date of such Partner Warrants 2024.

This price is mentioned in the Individual Notification Letter, price which may not be changed during the Partner Warrants 2024 period of validity, except in the event of adjustments in accordance with statutory and regulatory requirements.

The Exercise Price is set in USD per share; the counter value in Euros shall be determined on the exercise date of the Partner Warrants. The par value of each share is EUR 0.01.

Title 2. RIGHT OF EXERCISE – SUSPENSION – FORMALITIES – SHARES SUBSCRIBED

Article 6. Suspension of the rights to exercise Partner Warrants 2024

If necessary, the Board of Directors may suspend the right to exercise the Partner Warrants 2024. In particular, a suspension may be ordered whenever a transaction concerning Sequans Communications' share capital requires knowing in advance the exact number of shares that make up share capital or in the event that one of the financial transactions requiring an adjustment is carried out.

In such case, Sequans Communications shall inform the Beneficiaries of the Partner Warrants 2024, indicating the date of the suspension and the date on which the right to exercise Partner Warrants 2024 will be re-established. Such suspension may not exceed 3 months.

If the right to exercise a Partner Warrants 2024 expires during a period in which rights are suspended, the period for exercising the Partner Warrants 2024 shall be extended by the length of the suspension period.

Article 7. Conditions of exercise of Partner Warrants 2024

All requests for exercising Partner Warrants 2024, documented by the signature of an exercise certificate specific to this Partner Warrants 2024 Issuance Agreement, shall be sent to Sequans Communications, and shall be accompanied by a cheque made out to the Company's order in an amount corresponding to the number of Shares subscribed multiplied by the Exercise Price, considering that such shares must be fully paid up in cash at the time of exercise, except the case of settlement of the Exercise Price by way of a set-off with a debt.

If the Holder has been registered in the on-line equity management system established by the Company, exercise of Partner Warrants 2024 shall take place in accordance with the process manual provided to the Holder and/or available from the Company’s human resources department.

Failure to fully pay the Exercise Price renders the exercise null and void.

Article 8. Delivery and form of shares

Shares acquired by exercising Partner Warrants 2024 are registered in the books of Sequans Communications as registered shares.

Article 9. Rights and availability of shares

The Shares shall be subject to all provisions of the by-laws and shall enjoy all rights pertaining to ordinary shares as from the date the increase in share capital is completed.

However, since the Shares in the form of ADSs are listed for trading on the New York Stock Exchange and in order to avoid any insider trading risk, Holders shall comply with the Insider Trading Compliance Policy of the Company, available on the Company's intranet and website, and/or from the human resources department.

Title 3. REPRESENTATION OF HOLDERS – PROTECTION –

AMENDMENT OF THE ISSUANCE AGREEMENT

Article 10. Representation of Holders of Partner Warrants

Pursuant to the provisions of Article L. 228-103 of the French Commercial Code, the Holders of Partner Warrants 2024 are grouped into a body with legal personality protecting their joint interests (the "masse"). General meetings of Holders may meet at the registered office or in any other location of the department of the registered office or of bordering departments.

The masse will appoint one or more representatives of the body, if requested by the Board of Directors. The representative(s) of the masse will be governed by applicable legal and regulatory provisions. The representative of the masse will receive no remuneration for his duties.

Article 11. Protection of Holders – Rights of the Company

11.2 During the entire period of validity of the Partner Warrants 2024, the Company will have the option of changing its form or object, without obtaining prior authorisation from the Holders of Partner Warrants 2024. In addition, the Company shall be entitled to change the rules for distributing profits, write down its capital, or create preferred shares entailing such modification or writing down, subject to the prior authorisation to be delivered pursuant the terms of Article L. 228-103 of the French Commercial code and provided that the Company accordingly complies with applicable legal and/or regulatory provisions.

11.3 Subject to the powers expressly reserved by law for the general meeting of shareholders and, as the case may be, for the general meeting and for the representative of the body of Holders, the Board of directors will be empowered to take either of the measures relating to the protection and adjustment of the rights of Holders as provided for under paragraphs 1°, 2° or 3° of Article L. 228-99 of the French Commercial Code.

11.4 The Issuance Agreement and the conditions for the grant, subscription or exercise of equity securities determined at the time of the issuance may only be amended by the extraordinary general meeting of shareholders of the Company, with the authorisation of the Holders obtained under the conditions provided for by law, in particular by Article L. 228-103 of the French Commercial Code.

Article 12. Binding effect – Term – Jurisdiction

12.1 The Holders are automatically subject to this Issuance Agreement through the subscription of Partner Warrants 2024.

12.2 This Issuance Agreement becomes effective on the date of effective subscription of the Partner Warrants 2023-1 and ends on the first of the following dates: (a) the expiry date of the Partner Warrants 2024, (b) the date on which all the Partner Warrants 2023-1 have been exercised or forfeited. In addition, it will cease to be binding on each Partner Warrant 2024 Holder on the date on which such holder ceases to hold any Partner Warrants 2024.

12.3 This Issuance Agreement is subject to French law. Any dispute relating to this Issuance Agreement or relating to the application of the terms and conditions of the Partner Warrants 2024 will be referred to the relevant court of the district of the Cour d’appel (Court of Appeal) of the registered office of the Company.

SEQUANS COMMUNICATIONS ______________________________

____________________________ ______________________________

(the "Holder"")

(The Holder shall initialize each page, sign the last page and write down: "read and approved")

EX-4.3H 6 exhibit43h-restrictedshare.htm EX-4.3 RESTRICTED SHARE AWARD PLAN 2024 Document

SEQUANS COMMUNICATIONS

Société anonyme au capital de 2 462 620.04 euros

Siège social : Les Portes de la Défense, 15-55 boulevard Charles de Gaulle - 92700 COLOMBES

RCS Nanterre 450 249 677

Regulations

______________________

Restricted Share Award Plan – 2024

- CONTENTS -

A.GENERAL PRINCIPLE OF RESTRICTED SHARE AWARDS

A.LEGAL FRAMEWORK OF THE PLAN

A.CHARACTERISTICS OF THE RESTRICTED SHARE AWARDS

A.CONDITIONS FOR THE RESTRICTED SHARE AWARDS AND BENEFICIARIES' RIGHTS

–Vesting

–Presence condition – Exceptions

–Delivery of the Shares – Listing

–Rights of the Shares after the Vesting Period – Holding Period

–Adjustment

–Reduction of Beneficiaries' rights in case of a capital decrease due to losses

A.TAX PROVISIONS

A.AMENDMENT OF THE PLAN

I – GENERAL PRINCIPLES OF RESTRICTED SHARE AWARDS

The purpose of this plan is to reward and retain employees and/or company executive officers (hereinafter the "Beneficiaries") of Sequans Communications (hereinafter "Sequans" or the "Company") and its subsidiaries within the meaning of Article L.233-3, 1° of the French Commercial code (hereinafter the "Subsidiaries") by enabling them to share in the growth of the Company.

A restricted share award plan allows the Beneficiaries to receive over time free ordinary shares of Sequans (hereinafter the "Award"), subject to certain temporary restrictions. i.e. the restricted shares (hereinafter referred to as the “Shares”).

The Award of the Shares is an offer reserved to the Beneficiaries restrictively designated by the Board of Directors and consequently does not represent an offer made to the public.

Beneficiaries are reminded that the change in the price of the Sequans’ shares and, consequently, the acquisition capital gain and the potential sale capital gain obtained through the sale of the Shares after the end of the Vesting Period, will depend on Sequans' performance and results, as well as overall industry and external economic factors.

Nothing in this Plan forms part of the employment contract of a Beneficiary. The rights and obligations arising from the employment relationship between the Beneficiary and the Company or its Subsidiaries are separate from, and are not affected by, this Plan. Participation in the Plan does not create any right to, or expectation of, continued employment.

II – LEGAL FRAMEWORK OF THE PLAN

This plan is governed by French legal and regulatory provisions in effect on the date hereof and namely by articles L.225-197-1 et seq. of the French Commercial Code.

Pursuant to these provisions, the Company's combined general shareholders' meeting held on 28 June 2024 adopted a resolution authorising the principle of the award of Shares, deciding that the maximum number of Shares which may be issued by virtue of this authorisation shall not exceed 12,000,000 new ordinary shares with a unitary par value of EUR 0.01.

This combined general shareholders' meeting has delegated to the Board of Directors the authority to allocate these Shares, on one or more occasions, including the authority to determine the Beneficiaries. No Share can be awarded to any employee who owns more than 10% of the share capital of the Company or who would own more than 10% of the share capital as a result of the Award.

Therefore and pursuant to the aforesaid grant of authority, at a meeting held on 1 July 2024, the Board of Directors decided the procedures applicable to Shares Awards and established the present Restricted Shares Award Plan 2024 (hereinafter the "Plan"), in conformity with the principles set by the combined general shareholders' meeting and aforesaid statutory provisions.

III – CHARACTERISTICS OF THE RESTRICTED SHARE AWARD

The list of the Plan's Beneficiaries is established and approved by the Company's Board of Directors as well as the decision to grant Shares. The Shares allocated to the Beneficiaries shall either be existing shares owned by the Company or new shares to be issued.

This Plan provides for the issuance of up to 12,000,000 Shares.

The effective date of the decision of Award taken by the Board of Directors (the “Grant Date”) shall mark the commencement of the Vesting Period.

Beneficiaries will be individually notified of the Award by the CEO acting through a delegation of the Board of Directors, directly or via notification by email from the Company’s external equity plan administrator (hereinafter the "Individual Letter of Notification").

Such Individual Letter of Notification is deemed to be an exhibit of this Plan and shall specify:

–the number of Shares granted to the Beneficiary,

–the term of the Vesting Period,

–the manner of vesting over the Vesting Period, and

–the right to accept or refuse the Award of Shares through a receipt confirmation form that must be returned to the Company.

Within a period of thirty (30) days following the receipt of the Individual Letter of Notification, the Beneficiary undertakes to return to the Company a copy of this Plan, a copy of the Individual Letter of Notification and the receipt confirmation form attached to said letter, being specified that all such copies shall be duly executed by the Beneficiary who acknowledges that the Individual Letter of Notification is part of this Plan. Alternatively, the Beneficiary may acknowledge the Notification and terms of the Plan via the on-line platform administered by the Company’s equity plan administrator.

IV – CONDITIONS FOR THE RESTRICTED SHARE AWARD AND BENEFICIARIES' RIGHTS

IV-1. Vesting

The Shares are effectively vested and acquired by the Beneficiaries over a period of three (3) years from the effective date of the Award by the Board of Directors (the "Vesting Period") provided that the Award conditions established by the Board of Directors in this Plan are observed on each Vesting Date as defined hereafter. Each Beneficiary is expressly informed that no Shares shall vest before the end of a minimum vesting period (the “Minimum Vesting Period”). The manner in which the Shares Vest over the Vesting Period shall be in accordance with either Option 1 or Option 2, as follows:

•Option 1 : if a Beneficiary is not resident in a jurisdiction where taxes on Shares are due when the Shares vest, the following vesting process shall apply:

- 33% of the Award shall be acquired (vest) on the one-year anniversary of the Award date;

- thereafter, an additional 1/4th of the remaining 67% of the Award shall be acquired (vest) on the corresponding day of each six month period thereafter (i.e. half-yearly vesting), such that 100% of the Award has vested by the 3rd anniversary of the Award date.

•Option 2 : if a Beneficiary is resident in a jurisdiction where taxes on Shares are due when the Shares vest, the following vesting process shall apply:

- 66% of the Award shall be acquired (vest) on the two-year anniversary of the Award date;

- thereafter, an additional 1/2 of the remaining 34% of the Award shall be acquired (vest) on the corresponding day of each six month period thereafter (i.e. half-yearly vesting), such that 100% of the Award has vested by the 3rd anniversary of the Award date.

The Beneficiaries become owners of the Shares, with all related rights as described in section IV-4, only as the Shares are vested (hereinafter the "Vesting Date"), subject to the vesting conditions referred to above and the presence condition defined below under section IV-2 are met.

The application of Option 1 or Option 2 to each Beneficiary shall be determined by the Board on the Grant Date and shall not change regardless of any change in the Beneficiaries tax residence.

IV-2. Presence condition – Exceptions

The Award of Shares to Beneficiaries is strictly related to the Beneficiary’s status as an employee of Sequans or its Subsidiaries. The Vested Award of Shares is consequently reserved for any Beneficiary (employee) designated at the time of the initial Award, linked to Sequans or to a Subsidiary through an employment agreement still in effect on the Vesting Date.

In case of termination of the employment agreement of the Beneficiary, for any reason whatsoever, effective before the Vesting Date, the Beneficiary will lose any right to the related Shares.

Notwithstanding the above provisions, should the loss of the status as an employee during the Vesting Period be due to one of the following reasons, the granted Shares would be treated as follows:

•Death: pursuant to the provisions of article L.225-197-3 of the French Commercial Code, the heirs (“héritiers”) of the Beneficiaries, may, if they so desire, request the Award of the Shares. Such request must be made within six (6) months of the date of death; after such time limit, the successors or beneficiaries of the Beneficiary will definitively lose the right to request the Award of Shares. All Shares shall vest immediately upon the aforesaid request, being specified that in such case the Acquisition Period and Holding Period (as referred to under section IV-1 below) shall not apply. The heirs of the Beneficiaries remain subject to the other conditions of this Plan, except the retention requirement described in IV-4.

•2nd and 3rd category disability, within the meaning of article L.341-4 of the French Social Security Code: Upon the request of the Beneficiaries, all Shares shall vest immediately, being specified that in such case the Acquisition Period and Holding Period (as referred to under section IV-1 below) shall not apply. Beneficiaries will remain subject to the other conditions of this Plan, except the retention requirement described in IV-4.

•Termination following an acquisition of Sequans Communications: in the event that a third party acquires a majority interest in Sequans Communications, the Restricted Shares awarded to a Beneficiary who is subsequently dismissed within six months of the acquisition, other than for misconduct or gross negligence, shall vest immediately upon the date of employment contract termination as a result of said dismissal, unless the contract termination date is less than one year from the Grant Date. In this latter case, all Restricted Shares shall then vest one year from the Grant Date. The retention requirement described in IV-4 remains in force.

IV-3. Delivery of Shares upon Vesting – Listing

At the Vesting Date and subject to the observance of the presence condition defined above, the Company shall transfer the number of granted Shares to the Beneficiary who shall thus become the owner of such Shares and a shareholder of the Company.

The Shares shall be registered in an account opened in the name of the Beneficiary, in the registers of Sequans Communications.

The new Shares issued for the purpose of the Plan will be subject to an application for admission for trading on the New York Stock Exchange, under the form of American Depositary Shares (ADS).

IV-4. Rights of the Shares after the Vesting Date – Holding Period

After the Vesting Date, the Shares shall entitle the Beneficiary, as of the Vesting Date, to all rights pertaining to ordinary shares comprising the share capital and shall be subject to all provisions of the by-laws.

Notwithstanding the foregoing, French law requires that the Shares be retained for a minimum period of two years from the Grant Date. Therefore, all Shares vested before the second anniversary date of the Award by the Board of Directors must be retained until the second anniversary date of the Award by the Board of Directors (the “Holding Period”). No Holding Period is required for Shares vested as from the second anniversary date of the Award by the Board of Directors. However, the shares may be subject to transfer or resale restrictions as required by applicable securities laws.

Furthermore, since these Shares, in the form of American Depositary Shares, are listed for trading on the New York Stock Exchange and in order to avoid any insider trading risk, Beneficiaries shall comply with the Insider Trading Compliance Program of the Company, available from the Human Resources department.

IV-5. Adjustment

Should the Company complete one of the financial transactions referred to under article L.225-181 of the French Commercial Code, no adjustment of the number of allocated Shares under this Plan shall be made, except if the general shareholders meeting voting the transaction decides otherwise.

IV-6. Reduction of Beneficiaries' rights in case of a capital decrease due to losses

In case of a capital decrease due to losses realized by a decrease either in the par value of Sequans shares or in the number thereof, the rights of the Beneficiaries shall be reduced accordingly as if the Beneficiaries had been shareholders prior to the date on which the capital decrease became final.

V – TAX PROVISIONS

This presentation of tax treatment is provided for informational purposes only. It corresponds to the French legislation in effect as of the date this plan was approved by the Board of Directors.

The Beneficiary shall be responsible for learning about any amendments to the applicable tax treatment and the Company shall have no liability whatsoever in this respect.

V-1. Tax provisions applicable to Beneficiaries who are resident in France from the date of the award up to the sale of the shares and submitted to the French Social Security

1. Gain realised at the time of acquisition (Vested Award)

The portion of the Vested Award, equal to the value of ordinary share at the Vesting Date, which does not exceed EUR 300,000, is subject to:

- individual income tax (impôt sur le revenu): progressive rate up to 45% after application of a 50% rebate on the Vested Award

- social contributions (prélèvements sociaux : CSG, CRDS...) : 17.2%, with 6.8% being deductible for income tax purposes to the extent of the ratio between the amount subject to individual income tax and the amount subject to social contributions (i.e. 50%)

- as the case may be, an exceptional contribution on high income (contribution exceptionnelle sur les hauts revenus): rate of 3% or 4% depending on the amount of income of the tax household

The portion of the Vested Award which exceeds EUR 300,000 is subject to:

- individual income tax (impôt sur le revenu): progressive rate up to 45% (without any rebate)

- social contributions (prélèvements sociaux : CSG, CRDS...) 9.7% (6.8% being deductible for income tax purposes)

- an employee specific contribution (contribution salariale spécifique): 10%

- as the case may be, an exceptional contribution on high income (contribution exceptionnelle sur les hauts revenus): rate of 3% or 4% depending on the amount of income of the tax household

Vested Award is taxable in the year during which the Shares are sold.

2. Gain realised at the time of disposal (Sale Gain)

The Sale Gain, which corresponds to the difference between the sale price of the ordinary share and the value of such share at the Vesting Date, is subject to:

- individual income tax (impôt sur le revenu): flat rate of 12.8%

- social contributions (prélèvements sociaux : CSG, CRDS...): 17.2%

- as the case may be, an exceptional contribution on high income (contribution exceptionnelle sur les hauts revenus): rate of 3% or 4% depending on the amount of income of the tax household

Sale Gain is taxable in the year during which the Shares are sold.

3. Wealth tax

The Impôt sur la Fortune Immobilière (“IFI”) generally applies to real estate assets to the extent that their net value exceeds EUR 1,300,000. Therefore, all other movable assets (tangible assets, shares, life insurance, cash, etc.) are excluded from the tax base, unless their underlying assets (direct or indirect) consist of real estate assets or rights.

The Beneficiaries should not be subject to French IFI in respect of their shareholding in the Company.

V-2. Tax provisions applicable to Beneficiaries who are not resident in France and not submitted to the French Social Security

Beneficiaries who are not resident in France are solely responsible for:

–Determining the tax provisions applicable to gains resulting from (i) the acquisition of Shares and, (ii) the disposal of such shares;

–Paying all taxes and contributions due as a result.

However, Beneficiaries domiciled abroad might be subject to a French withholding tax in respect of the Vested Award, to the extent of days worked in France over the vesting period.

Sequans Communications and its subsidiaries shall have no obligation to provide advice and/or assistance in this regard.

VI – AMENDMENT OF THIS PLAN

No amendment that could affect the rights of the Beneficiaries may be made to this Plan, without the authorization of the Beneficiaries voting by way of a formal meeting called for this purpose.

This Plan shall prevail in case of conflict of interpretation between the Individual Letter of Notification and the Plan itself.

Date : ______________

_________________________________________

(signature)

M. (name, surname) : _______________________

the "Beneficiary"

(The Beneficiary shall initialize each page, sign the last page and write down: "read and approved")

EX-4.9A 7 exhibit49a-materialagreeme.htm EX-4.9 MATERIAL AGREEMENT - ASSET PURCHASE AGREEMENT Document

Exhibit 4.9(a)

Information in this exhibit identified by [***] is confidential and has been excluded pursuant to Item 601(b)(10(iv) of Regulation S-K because it is both (i) not material and (ii) the type of information that the registrant customarily and actually treats and private and confidential.

ASSET PURCHASE AGREEMENT

BY AND AMONG

QUALCOMM TECHNOLOGIES, INC.,

QUALCOMM FRANCE S.A.R.L.,

QUALCOMM TECHNOLOGIES INTERNATIONAL, LTD.

AND

SEQUANS COMMUNICATIONS S.A.

August 22, 2024

1. Definitions........................................................................................................................... 2

2. Purchase and Sale of Purchased Assets............................................................................. 16

2.1 Purchased Assets................................................................................................... 16

2.2 Excluded Assets..................................................................................................... 17

2.3 Assumed Liabilities............................................................................................... 18

2.4 Retained Liabilities................................................................................................ 18

2.5 Purchase Price; Payment of Purchase Price.......................................................... 21

2.6 Allocation of Purchase Price; Withholding Taxes................................................ 21

2.7 Closing................................................................................................................... 22

3. Representations and Warranties of Seller......................................................................... 22

3.1 Organization, Standing and Power........................................................................ 22

3.2 Authority; Non-Contravention.............................................................................. 22

3.3 Governmental Authorization................................................................................. 23

3.5 Compliance With Laws......................................................................................... 23

3.6 International Trade Matters................................................................................... 24

3.7 Anti-Corruption Compliance................................................................................. 25

3.8 Proceedings............................................................................................................ 25

3.9 Intellectual Property.............................................................................................. 26

3.10 Privacy and Personal Data..................................................................................... 34

3.11 Material Contracts................................................................................................. 34

3.12 Absence of Certain Changes................................................................................. 35

3.13 Title to Purchased Assets....................................................................................... 35

3.14 Taxes...................................................................................................................... 35

3.15 Employee Benefit Plans........................................................................................ 36

3.16 Employee Matters.................................................................................................. 38

3.17 Solvency................................................................................................................ 40

3.18 Absence of Cessation of Payments........................................................................ 41

3.19 Preservation of Seller Interests; Sustainable Continuation of Business................ 41

3.20 Brokers and Other Advisors.................................................................................. 41

3.21 No Other Representations or Warranties............................................................... 41

4. Representations and Warranties of Purchaser................................................................... 41

4.1 Organization, Standing and Power........................................................................ 42

4.2 Authority; Non-Contravention.............................................................................. 42

4.3 Governmental Authorization................................................................................. 43

4.4 Proceedings............................................................................................................ 43

4.5 Sufficiency of Funds.............................................................................................. 43

4.6 Brokers and Other Advisors.................................................................................. 43

4.7 No Other Representations or Warranties............................................................... 43

5. Conduct of Business Before the Closing........................................................................... 44

6. Additional Agreements...................................................................................................... 45

6.1 Access to Information............................................................................................ 45 6.4 Consents and Approvals........................................................................................

6.2 Confidentiality....................................................................................................... 46

6.3 Public Disclosure................................................................................................... 46

6.5 Notification of Certain Matters............................................................................. 47

6.6 Expenses................................................................................................................ 48

6.7 Employee Matters.................................................................................................. 48

6.8 Contractor Matters................................................................................................. 49

6.9 Tax Matters............................................................................................................ 50

6.10 Certain Transitional Matters.................................................................................. 51

6.12 Further Assurances; Reconciliation....................................................................... 51

6.13 Non-Solicitation.................................................................................................... 52

6.14 Agreements Relating to Transfer of Purchased Assets......................................... 53

6.15 No Liquidation....................................................................................................... 54

6.16 Exclusive Dealing.................................................................................................. 54

6.17 Seller Inbound Licenses; Seller Outbound Licenses............................................. 54

6.18 Retention of Copy of Technology......................................................................... 55

6.19 Standard Essential Patents..................................................................................... 55

7. Conditions to Closing........................................................................................................ 55

7.1 Conditions to the Obligations of the Purchaser Entities and Seller...................... 55

7.2 Conditions to the Obligations of the Purchaser Entities........................................ 55

7.3 Conditions to the Obligations of Seller................................................................. 58

8. Termination....................................................................................................................... 59

8.1 Termination........................................................................................................... 59

8.2 Effect of Termination............................................................................................ 60

9. Indemnification.................................................................................................................. 60

9.1 Indemnification by Seller and Purchaser............................................................... 60

9.2 Survival.................................................................................................................. 61

9.3 Limitations on Indemnification by Seller.............................................................. 61

9.4 Limitations on Indemnification by Purchaser....................................................... 62

9.5 Other Limitations................................................................................................... 62

9.6 Indemnification Procedure.................................................................................... 63

9.7 Indemnification Payments..................................................................................... 64

9.8 Release of Escrow Amount................................................................................... 64

9.9 Third Party Claims................................................................................................ 64

9.10 Effect of Investigation........................................................................................... 67

9.11 Insurance Proceeds................................................................................................ 67

9.12 Exclusive Remedy................................................................................................. 68

9.13 Non-Recourse Persons........................................................................................... 68

9.14 Tax Effect of Indemnification Payments............................................................... 69

10. General Provisions............................................................................................................. 69

10.1 Notices................................................................................................................... 69

10.2 Payments in Dollars............................................................................................... 70

10.3 Entire Agreement; No Third Party Beneficiaries.................................................. 71 10.7 Intangibility of this Agreement.............................................................................

10.4 Assignment............................................................................................................ 71

10.5 Amendment; Waiver............................................................................................. 71

10.6 Severability............................................................................................................ 71

10.8 No Hardship........................................................................................................... 71

10.9 Express Waivers.................................................................................................... 72

10.10 Governing Law...................................................................................................... 72

10.11 Resolution of Conflicts.......................................................................................... 72

10.12 Specific Performance............................................................................................ 73

10.13 Rules of Construction............................................................................................ 73

10.14 Schedules............................................................................................................... 74

10.15 Interpretation......................................................................................................... 74

LIST OF EXHIBITS*


Exhibit A			Form of Assignment and Assumption and Bill of Sale
Exhibit B			Form of Escrow Agreement
Exhibit C			Form of Offer Documentation
Exhibit D			Form of Transition Services Agreement
Exhibit E			Form of Acquired IP License Agreement (filed separately as Exhibit 4.9(b))
Exhibit F			Form of 5G License Agreement
Exhibit G Exhibit H Exhibit I Exhibit J			Form of IP Assignment Agreement Form of Patent Portfolio License Agreement Form of Chip Supply Agreement Form of Termination Agreement
Exhibit K			Form of Qasara Assignment Agreement

LIST OF SCHEDULES


Seller Disclosure Schedule

LIST OF ANNEXES


Annex A			Statement of Electronic Delivery of Prewritten Software and Electronic Assets

* Exhibits, Schedules and Annexes have been omitted pursuant to the Instructions as to Exhibits of Form 20-F. The registrant will provide a copy of any omitted exhibit, schedule or annex to the Securities and Exchange Commission or its staff upon request.

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 22, 2024, by and among Qualcomm Technologies, Inc., a Delaware corporation (“Purchaser”), Qualcomm France S.A.R.L., a French société à responsabilité limitée duly organized and validly existing under the laws of France, with its registered office at 5 Parc Ariane, Immeuble Neptune, Boulevard des Chênes, 78280 Guyancourt, France, registered with the trade and companies register of Versailles under number 795 039 528 (“QCOM France”), Qualcomm Technologies International, Ltd., an England and Wales company with its registered office at Churchill House, Cambridge Business Park, Cowley Road, Cambridge, UK (“QTIL”), on the one hand (provided Purchaser is acting jointly (solidairement) with QCOM France and QTIL under this Agreement), and on the other hand, Sequans Communications S.A., a company incorporated under the laws of France, with its registered office at 15 Bd Charles de Gaulle, 92700 Colombes, France, registered under number 450 249 677 R.C.S. Nanterre (“Seller”). Purchaser, QCOM France, QTIL and Seller are individually referred to as a “Party” and jointly referred to as the “Parties”.

RECITALS

A.Seller, directly and through the other members of the Seller Group, (i) is engaged in the Business (amongst other businesses) and owns or has rights to the Purchased Assets; and (ii) following the consummation of the Acquisition, shall have sufficient assets and workforce to continue to operate its businesses through the ownership and operation of the Excluded Assets, the rights set forth in the Acquired IP License Agreement and their remaining workforce.

B.Seller and the other members of the Seller Group desire to sell, convey, transfer, deliver and assign to the Purchaser Entities, and the Purchaser Entities desire to purchase and assume from Seller and the other members of the Seller Group, the Purchased Assets and the Assumed Liabilities, and in furtherance thereof, at the Closing, Seller will sell, convey, transfer, deliver and assign, and will cause the other members of the Seller Group to sell, convey, transfer, deliver and assign, to the Purchaser Entities, and the Purchaser Entities will purchase from the Seller Group, the Purchased Assets, free and clear of all Encumbrances, all on the terms and conditions hereinafter set forth (the “Acquisition”);

C.In connection with the Acquisition, each of QCOM France and QTIL desires to (i) purchase from Seller and the other members of the Seller Group the tangible Purchased Assets located in France and the United Kingdom, respectively, free and clear of all Encumbrances, all on the terms and conditions hereinafter set forth; and (ii) employ those Identified Employees located in France and the United Kingdom, respectively;

D.Prior to the execution of this Agreement, the Works Council has been duly informed and consulted on the Acquisition, in accordance with article L. 2312-8 of the French labor code and all other information and consultation requirements have been adhered to in accordance with any other Applicable Law or relevant policies of the Seller Group in any applicable jurisdiction;

E.At the Closing, Purchaser will deposit the Escrow Amount with the Escrow Agent, the release of which will be contingent upon the occurrence of certain events and the satisfaction of certain conditions as set forth in Section 9 and as set forth in the Escrow Agreement; and

F.Seller and Purchaser desire to make certain representations and warranties and other agreements in connection with the Acquisition.

NOW, THEREFORE, in consideration of the covenants and representations set forth herein, and for other good and valuable consideration, the Parties agree as follows:

1.Definitions. As used in this Agreement, the following terms shall have the following meanings:

“5G License Agreement” has the meaning set forth in Section 7.2(i).

“Acquired IP License Agreement” has the meaning set forth in Section 7.2(h).

“Acquired Intellectual Property Developments” has the meaning set forth in the Acquired IP License Agreement.

“Acquisition” has the meaning set forth in the Recitals.

“Action” means any claim, action, cause of action, dispute, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, cause of action, demand, lawsuit, inquiry, notice of violation, citation, summons, subpoena, examination or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity.

“Affiliate” with respect to any Person, means any other Person directly or indirectly controlling, controlled by, or under common control with such Person provided that, for purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or by Contract or otherwise; provided, however, that in no event shall an “Affiliate” of Seller include any stockholder or other equity holder of Seller unless such stockholder or other equity holder and its Affiliates hold more than fifty percent (50%) of the outstanding equity interests in Seller.

“Agreement” has the meaning set forth in the Preamble.

“Allocation” has the meaning set forth in Section 2.6(a).

“Alternate Proposal” means (a) any agreement, offer or proposal for, or any indication of interest in, any acquisition or license of any material portion of the Purchased Assets or the Intellectual Property Used by Seller as of the date of this Agreement and immediately prior to the Closing that will be subject to the Patent Portfolio License Agreement or the 5G License Agreement or (b) any agreement, offer or proposal for, or any indication of interest in the hiring or solicitation for employment of any or all of the Identified Employees, in each case, whether by way of a direct or indirect merger, consolidation, asset sale, equity purchase, tender offer, other business combination, “acqui-hire” transaction or otherwise, or any non-ordinary course development, license, partnership, joint venture or other similar collaboration involving the Purchased Assets, the Intellectual Property Used by Seller as of the date of this Agreement and immediately prior to the Closing that will be subject to the 5G License Agreement or Patent Portfolio License Agreement or any or all of the Identified Employees; in each case of clauses (a) or (b), other than any agreement with, or offer, proposal or indication of interest made by or on behalf of, Purchaser; provided that any discussions in view of, agreement, offer or proposal for, or any indication of interest in, licensing, on a non-exclusive basis, to a customer or potential customer of the Seller Group, all or part of the assets and/or rights subject to the 5G License Agreement shall not be deemed an Alternate Proposal.

“Applicable Law” means, collectively, all applicable federal, state, provincial, foreign or local statute, law, treaty, ordinance, regulation, rule, code, order, decree, other requirement or rule of law (including common law or any judicial or administrative interpretation thereof) promulgated, adopted or issued by a Governmental Entity.

“Assignment Agreement and Bill of Sale” has the meaning set forth in Section 7.2(f).

“Assumed PTO Liabilities” has the meaning set forth in Section 2.3(a)(iii).

“Assumed Liability” has the meaning set forth in Section 2.3(a).

“Biot Lease Agreement” means that certain Lease Agreement, dated May 14, 2023, by and between Seller and SCI Foncière Camacte in respect of the office space located at Les bureaux de Green Side 15 – Zac Saint Phillipe 2 - 750 Avenue Roumanille, in Biot (06410).

“Books and Records” means, in any form or medium, all documents, instruments, paper, books and records, including data, records, files (including prosecution files), manuals, blueprints, books of account, ledgers and general, financial and accounting records, equipment maintenance files, distribution lists, supplier lists, production data, quality control records and procedures, inquiry files, research and development files, records and data, all correspondence with any Governmental Entity (including to and from any Registration Office), strategic plans, internal financial statements, marketing and promotional surveys, material and research and files.

“Business” means the development, enhancement and unrestricted commercialization of the Calliope2 Product and the Monarch2 Product and, for the avoidance of doubt, including all of the Seller Group’s business relating to such products.

“Business Day” means any day except Saturday, Sunday or any other day on which commercial banks located in San Diego, California or Paris, France are authorized or required by Applicable Law to be closed for business.

“Calliope2 Product” means the semi-conductor chip currently sold by Seller under part number SQN3530 and marketed under the trademark “Calliope2” consisting of [***].

“Calliope2 Technology Package” means all underlying Intellectual Property and Technology included or incorporated in the Calliope2 Product as of the date hereof and immediately prior to the Closing, including such Intellectual Property and Technology as described in the IP Assignment Agreement.

“Chip Supply Agreement” has the meaning set forth in Section 7.2(l).

“Closing” has the meaning set forth in Section 2.7.

“Closing Date” has the meaning set forth in Section 2.7.

“Code” means the Internal Revenue Code of 1986, as amended.

“Confidentiality Agreement” has the meaning set forth in Section 6.2.

“Contract” means any contract, lease, license, sales order, purchase order, statement of work, agreement, arrangement, indenture, mortgage, note, bond, warrant, undertaking, commitment, consensual obligation or other similar legally binding instrument, whether written or oral.

“Controlled Group Liability” means any and all Liabilities arising under or related to (a) any multiemployer plan as defined under Sections 3(37) and 4001(a)(3) of ERISA, (b) Title IV of ERISA, (c) Section 302 of ERISA or Sections 412 and 4971 of the Code, (d) as a result of the failure to comply with the continuation of coverage requirements of ERISA Section 601 et seq., and Section 4980B of the Code, and (e) under corresponding or similar provisions of any non-U.S. Law related to defined benefit plan funding requirements or post-termination health insurance plan coverage.

“Conversion Rate” has the meaning set forth in Section 10.2.

“Copyrights” means all copyrights, mask work rights, and all other rights corresponding thereto in any Work throughout the world (including all applications and registrations for any of the foregoing, all unregistered copyrights and all economic rights in copyrights).

“Damages” means all losses, costs, damages, fees, Liabilities, Taxes (including Taxes payable with respect to payments to an Indemnified Person to the extent necessary to restore such Person to their excepted after-tax position had such Damages not been incurred), penalties, fines, deficiencies, Judgments, costs and expenses, including all costs and expenses arising from any Actions and settlements and reasonable fees and expenses of lawyers, experts and other professionals, and including costs and expenses of investigation and enforcement; provided, however, that “Damages” shall exclude any incidental, consequential, collateral, special damages and lost profits (except to the extent that any such Damages are paid or payable to Third Parties in respect of any Third Party Claim or such Damages that Purchaser can prove were the reasonably foreseeable result of the Third Party Claim giving rise to indemnification hereunder, and, where applicable in the case of a Third Party Claim, are actually awarded to the Third Party by a court of competent jurisdiction).

“domain names” has the meaning set forth in the definition of “Intellectual Property”.

“Effect” has the meaning set forth in the definition of “Purchaser Material Adverse Effect”.

“Embargoed Territory” has the meaning set forth in Section 3.6(c).

“Encumbrance” means any lien (statutory or otherwise), pledge, hypothecation, charge, mortgage, imperfection of title, security interest, encumbrance, claim, option, right of first refusal, right of first negotiation, license, covenant not to assert/sue or other immunity from suit, equitable interest, preemptive right, technology escrow title retention or title reversion agreement, prior assignment, or any other restriction of any nature, whether accrued, absolute, contingent or otherwise (including any restriction on the transfer or licensing of any Purchased Asset, any restriction on the receipt of any income derived from any Purchased Asset, any restriction on the Use of any Purchased Asset in the same manner as Used by Seller as of the date hereof and immediately prior to the Closing and any restriction on the possession, exercise or transfer of any other attribute of ownership of any Purchased Asset imposed by any Person, including any Governmental Entity).

“Enforceability Exceptions” has the meaning set forth in Section 3.2(b).

“Equipment” means the equipment owned by any Seller Group member as described on Section 1(a) of the Seller Disclosure Schedule.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” any Person that currently is, or within the past six (6) years was, required to be aggregated in a controlled group or affiliated service group with Seller, Seller Group, and/or any of their Affiliates for purposes of ERISA or the Code (including under Section 414(b), (c), (m), or (o) of the Code or Section 4001 of ERISA), at any relevant time.

“Escrow Agent” means JPMorgan Chase Bank, N.A.

“Escrow Agreement” means an escrow agreement, substantially in the form attached hereto as Exhibit B.

“Escrow Amount” means an amount equal to Ten Million Dollars ($10,000,000.00).

“Escrow Fund” means the fund established pursuant to the Escrow Agreement, including the amounts paid by Purchaser to the Escrow Agent at the Closing pursuant to Section 2.5.

“Escrow Termination Date” means the date that is twelve (12) months following the Closing Date.

“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Excluded Assets” has the meaning set forth in Section 2.2.

“Foreign Investment Authority” has the meaning set forth in Section 6.4(b).

“Foreign Investment Regulations” means any Applicable Law relating to investments made by a foreign entity in France and pursuant to which the prior authorization procedure provided by articles L. 151-3 and R. 153-1 et seq. of the French monetary and financial code is required in order to consummate the Acquisition.

“Government Involvement” has the meaning set forth in Section 3.9(m).

“Government Officials” has the meaning set forth in Section 3.7(a)(iii).

“Governmental Entity” means any government, court, regulatory or administrative agency, commission, tribunal, arbitral body or authority or other legislative, executive or judicial governmental authority or instrumentality (in each case including any self-regulatory organization), whether federal, state or local, domestic, foreign or multinational (including any ministry, commission, department, region, administration, regulator, regulatory body, court, arbitrator or other subdivision thereof, as well as any Person having received delegated authority from any of the above).

“Hired Employee” means an Identified Employee that has executed and delivered to Purchaser or any of its Affiliates an offer letter or contract for employment in connection with his or her employment with Purchaser or any of its Affiliates as of the Closing Date or within thirty (30) days thereafter (such thirty (30)-day period, the “Post-Closing Hired Employee Period”).

“Hired Employee Retained Liabilities” has the meaning set forth in Section 2.4(i).

“IFRS” means International Financial Reporting Standards.

“Identified Contractors” has the meaning set forth in Section 6.8(a).

“Identified Employee” means a Person who is jointly identified by the Parties and who is an employee and who was offered (or will be offered) employment by Purchaser or an Affiliate of Purchaser as part of the Acquisition (including, for the avoidance of doubt, the Key Employees) as set forth on Section 1(b) of the Seller Disclosure Schedule.

“Indemnified Person” has the meaning set forth in Section 9.6(a).

“Indemnifying Person” has the meaning set forth in Section 9.6(a).

“Individual Identified Contractor” has the meaning set forth in Section 6.8(a).

“Intellectual Property” means all of the following and any and all rights associated with the following throughout the world: (a)(i) Patents, (ii) Trademarks, (iii) rights in domain names, uniform resource locators and other names and locators associated with the internet, including applications and registrations thereof (collectively, “domain names”), (iv) Copyrights, (v) Trade Secrets, (vi) rights in all final and intermediate topography of a semiconductor product, and (vii) other intellectual property rights, including registered and unregistered design rights (whether or not appropriate steps have been taken to protect such rights under Applicable Law) and (b) the right (whether at law, in equity, by contract or otherwise) to use, practice or otherwise exploit any of the foregoing.

“International Trade Law” means any Applicable Law relating to international transactions and in each case any regulations or orders issued thereunder.

“IP Assignment Agreement” has the meaning set forth in Section 7.2(j).

“Judgment” means any award, decision, order, judgment, injunction, stipulation, ruling, verdict, writ, consent order or decree of any Governmental Entity or arbitrator.

“Key Employee” has the meaning set forth in Section 3.16(f).

“Knowledge of Seller” or “Seller’s Knowledge” or any similar expression with regard to the knowledge of or awareness of Seller means the actual knowledge of the Persons listed on Section 1(c) of the Seller Disclosure Schedule, after the exercise of reasonable inquiry by such Persons of their direct reports.

“Legal Proceeding” means any Action commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Entity or any arbitrator or arbitration panel.

“Liability” means any direct or indirect indebtedness, liability, assessment, expense, claim, loss, damage, deficiency, commitment, obligation or responsibility, known or unknown, disputed or undisputed, joint or several, vested or unvested, executory or not, fixed or unfixed, choate or inchoate, liquidated or unliquidated, secured or unsecured, determinable or undeterminable, accrued or unaccrued, absolute or not, actual or potential, contingent or otherwise (including any liability under any guarantees, letters of credit, performance credits or with respect to insurance loss accruals).

“Material Contracts” has the meaning set forth in Section 3.11(a).

“Monarch2 Product” means the semi-conductor chip currently sold by Seller under part number SQN3430 and marketed under the trademark “Monarch2” consisting of [***].

“Monarch2 Technology Package” means all underlying Intellectual Property and Technology included or incorporated in the Monarch2 Product as of the date hereof and immediately prior to the Closing, including such Intellectual Property and Technology as described in the IP Assignment Agreement.

“Moral Rights” means moral rights in any Work, including the right to the integrity of the Work, the right to be associated with the Work as its author by name or under pseudonym and the right to remain anonymous, whether existing under judicial or statutory law of any country or jurisdiction worldwide, regardless of whether such right is called or generally referred to as a “moral right”.

“Non-Recourse Persons” has the meaning set forth in Section 9.13.

“OFAC” has the meaning set forth in Section 3.6(c).

“Off-the-Shelf Software” means any software (other than Public Software) that is made generally and widely available to the public on a commercial basis and is licensed on a non-exclusive basis under standard terms and conditions for an annual license fee of less than Twenty-Five Thousand Dollars ($25,000.00) per license.

“Officer’s Certificate” has the meaning set forth in Section 9.6(a).

“Offer Documentation” means an offer of employment or engagement or employment, contracting or consulting agreement and other related documentation, substantially in the form(s) attached hereto as Exhibit C.

“One-Time License Fee” has the meaning set forth in the Technology License Agreement.

“Open License Terms” means terms applicable to a Work which require, as a condition of use, reproduction, modification and/or distribution of the Work (or any portion thereof) or of any Related Software, any of the following: (a) the making available of source code or any information regarding the Work or any Related Software; (b) the granting of permission for creating modifications to or derivative works of the Work or any Related Software; (c) the granting of a royalty-free license, whether express, implied, by virtue of estoppel or otherwise, to any Person under the applicable user’s, reproducer’s, modifier’s or distributor’s own Intellectual Property (including Patents) regarding the Work alone, any Related Software alone or the Work or Related Software in combination with other hardware or software; (d) imposes restrictions on future Patent licensing terms, or other abridgement or restriction of the exercise or enforcement of any Patent through any means; (e) the obligation to include or otherwise communicate to other Persons any form of acknowledgement and/or copyright notice regarding the origin of the Work or Related Software; or (f) the obligation to include disclaimer language, including warranty disclaimers and disclaimers of consequential damages. By means of example only and without limitation, Open License Terms includes any versions of the following agreements, licenses or distribution models: (i) the GNU General Public License (GPL); (ii) Lesser/Library GPL (LGPL); (iii) the Common Development and Distribution License (CDDL); (iv) the Artistic License (including PERL); (v) the Netscape Public License; (vi) the Sun Community Source License (SCSL) or the Sun Industry Standards License (SISL); (vii) the Apache License; (viii) the Common Public License; (ix) the Affero GPL (AGPL); (x) the Berkeley Software Distribution (BSD); (xi) the Mozilla Public License (MPL); (xii) the Microsoft Limited Public License; or (xiii) any licenses that are defined as OSI (Open Source Initiative) licenses as listed on the site www.opensource.org.

“Organizational Documents” means, with respect to an entity, the certificate of incorporation, by-laws, articles of incorporation or organization, articles of association, operating agreement, certificate of formation, shareholders’ agreement or similar governing documents of such entity.

“Other Identified Contractor” has the meaning set forth in Section 6.8(a).

“Party” and “Parties” has the meaning set forth in the Preamble.

“Patent Portfolio License Agreement” has the meaning set forth in Section 7.2(k).

“Patents” means all issued patents (including utility and design patents) and pending patent applications (including invention disclosures, records of invention, certificates of invention and applications for certificates of inventions and priority rights) filed with any Registration Office, including all non-provisional and provisional patent applications, substitutions, continuations, continuations-in-part, divisions, renewals, revivals, reissues, re-examinations and extensions thereof.

“Pending Claim” has the meaning set forth in Section 9.8.

“Pending Claim Amount” has the meaning set forth in Section 9.8.

“Permits” means all permits, licenses, approvals, franchises, grants, qualifications, rights, variances, permissive uses, accreditations, certificates, certificates of occupancy, certifications, consents, interim licenses, establishment registrations, product listings, easements, identification and registration numbers, permits and other authorizations of any applicable nature from any Governmental Entity.

“Permitted Encumbrances” means any Encumbrance that is released at or prior to the Closing or that is set forth on Section 1(d) of the Seller Disclosure Schedule.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated entity, Governmental Entity or any other entity, whether or not regarded as a legal entity under Applicable Law.

“Personal Data” means “personal data”, “personally identifiable information”, “individually identifiable health information”, “protected health information” or “personal information” under any Applicable Law in respect of the Identified Employees.

“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise subject to a Process.

“Post-Closing Hired Employee Period” has the meaning set forth in the definition of “Hired Employee”.

“Privacy Laws” means all Applicable Laws, guidance from Governmental Entities, and self-regulatory principles applicable to the protection or Processing of Personal Data, data security, privacy, database registration, including: (a) the EU General Data Protection Regulation 2016/679 of 27 April 2016; and (b) the UK Data Protection Act 2018.

“Privacy Policies” means, collectively, any policies (internal or external), relating to the Processing and protection of Personal Data Processed by the Seller Group members.

“Process” or “Processing” means any operation or set of operations that is performed upon data or information, whether or not by automatic means, including collection, access, acquisition, creation, storage, adaptation, alteration, correction, retrieval, maintenance, use, disclosure, transmission, transfer, combination, storage, deletion, destruction or the design, implementation or other use of artificial intelligence, machine learning and/or deep learning and the insights, input, output, outcomes, predictions, analysis, visualizations and other results therefrom.

“Pre-Closing Period” has the meaning set forth in Section 5.1.

“Products” means, collectively, the Calliope2 Product and the Monarch2 Product.

“Prohibited Party Lists” has the meaning set forth in Section 3.6(c).

“PTO Liabilities” has the meaning set forth in Section 2.3(a)(iii).

“Public Software” means any software, libraries or other code that is licensed under or is otherwise subject to Open License Terms. Software distributed under less restrictive free or open source licensing and distribution models such as those obtained under the MIT, Boost Software License, and the Beer-Ware Public Software licenses or any similar licenses, and any software that is a public domain dedication are also “Public Software.”

“Purchase Price” has the meaning set forth in Section 2.5(a).

“Purchased Assets” has the meaning set forth in Section 2.1.

“Purchased Intellectual Property” means all Intellectual Property owned (in whole or in part), or purported to be owned (in whole or in part), by any member of the Seller Group that is related to, underlying, included in or necessary or useful for the Use of the Products; provided that, Seller Trademarks, and domain names and Patents owned by Seller Group shall not be included. For the avoidance of doubt, subject to the proviso in the immediately foregoing sentence, Purchased Intellectual Property shall include all Intellectual Property owned (in whole or in part), or purported to be owned (in whole or in part) by any member of the Seller Group without which Purchaser could not fully Use the Technology Packages in the same manner as Used by Seller as of the date hereof and immediately prior to the Closing.

“Purchased Registered Intellectual Property” means all Registered Intellectual Property that is included in the Purchased Intellectual Property.

“Purchaser” has the meaning set forth in the Preamble.

“Purchaser Entity” means each member of the Purchaser Group that is required to be or otherwise becomes party to a Transaction Document (including, for the avoidance of doubt, Purchaser, QCOM France and QTIL).

“Purchaser Fundamental Representations” means the representations and warranties set forth in Section 4.1 (Organization, Standing and Power), Section 4.2 (Authority; Non-Contravention), Section 4.5 (Sufficiency of Funds) and Section 4.6 (Brokers and Other Advisors).

“Purchaser Group” means, collectively, Purchaser and each of its Subsidiaries.

“Purchaser Indemnified Persons” has the meaning set forth in Section 9.1(a).

“Purchaser Material Adverse Effect” means any fact, circumstance, development event, change or effect (each, an “Effect”) that, individually or in the aggregate with any other Effect, would reasonably be expected to prevent, materially delay or impair the ability of Purchaser to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement on a timely basis; provided, however, that “Purchaser Material Adverse Effect” shall not include any Effect arising out of, or resulting from, the following: (a) changes in general United States, European or global, national or regional economic, political, regulatory or market conditions or in financial or capital markets, including (i) changes in interest rates in any country or region in the world and changes in exchange rates for the currencies of any countries and (ii) any suspension of trading in securities (whether equity, debt, derivative or hybrid securities) generally on any securities exchange or over-the-counter market operating in any country or region in the world, (b) changes following the date hereof in any Applicable Laws or accounting rules (or, in each case, the interpretation thereof), (c) acts of war (whether or not declared), hostilities, sabotage, terrorism, or military action or the escalation thereof, (d) earthquakes, hurricanes, tornadoes, tsunamis, floods, mudslides, wild fires or other natural disasters, pandemics or epidemics in any country or region in the world, (e) changes generally affecting similar industries or market sectors in the geographic regions in which Purchaser operates, except in the case of each of the foregoing clauses (a) through (e) to the extent such Effect has a materially disproportionate effect on Purchaser relative to other participants in the industry in which Purchaser operates.

“Qasara Assignment Agreement” has the meaning set forth in Section 7.2(n).

“Qasara License Rights” has the meaning set forth in Section 2.1(d).

“Qasara Settlement Agreement” means that certain Settlement Agreement, dated November 16, 2009, by and between Seller and Qasara Limited in respect of certain Intellectual Property included in the Products.

“QCOM France” has the meaning set forth in the Preamble.

“QTIL” has the meaning set forth in the Preamble.

“Registered Intellectual Property” means all Intellectual Property for which registrations have been obtained or applications for registration have been filed with a Registration Office.

“Registration Office” means, collectively, the United States Patent and Trademark Office, United States Copyright Office and all equivalent foreign patent, trademark, design, copyright offices or other Governmental Entity.

“Related Software” means, with respect to a Work, any other software, libraries or other code (or a portion of any of the foregoing) in each case that is incorporated into or includes, relies on, is linked to or with, is derived from in any manner (in whole or in part) or is distributed with such Work.

“Remotely Transferred Assets” has the meaning set forth in Section 6.14.

“Representatives” means, with respect to any Person, such Person’s officers, directors, stockholders, partners, managers, members, trustees, executors, employees, agents, attorneys, accountants, advisors and other representatives.

“Restricted Benefits” has the meaning set forth in Section 3.7(a)(iv).

“Retained Liabilities” has the meaning set forth in Section 2.4.

“Standard Essential Patents” means patents that claim inventions that must be Used to comply with and/or implement an industry standard.

“Seller” has the meaning set forth in the Preamble.

“Seller Covered Person” has the meaning set forth in Section 6.13(b).

“Seller Disclosure Schedule” has the meaning set forth in Section 3.

“Seller Employee Plans” has the meaning set forth in Section 3.15(a).

“Seller Entity” means each member of the Seller Group that owns or has rights to or under any Purchased Assets, that has Liabilities in respect of, or that is otherwise subject to any Assumed Liabilities, that employs or otherwise engages any Identified Employees or that is required to be or otherwise becomes party to a Transaction Document.

“Seller Fundamental Representations” means the representations and warranties set forth in Section 3.1 (Organization, Standing and Power), Section 3.2 (Authority; Non-Contravention), Section 3.9(b)(i) and Section 3.13 (Title to Purchased Assets), Section 3.14 (Taxes) and Section 3.20 (Brokers and Other Advisors).

“Seller Group” means, collectively, Seller and each of its Subsidiaries.

“Seller Inbound Licenses” has the meaning set forth in Section 3.9(c)(ii).

“Seller Indemnified Persons” has the meaning set forth in Section 9.1(b).

“Seller Intellectual Property” means (a) the Purchased Intellectual Property and (b) the Seller Licensed Intellectual Property.

“Seller Licensed Intellectual Property” means all Intellectual Property and Technology owned by any Person other than Seller that is licensed to Seller and/or any other member of the Seller Group and that is related to, underlying, included in or necessary for the Use of the Purchased Assets as of the Closing and without which the Technology Packages could not be fully Used in the same manner as Used by Seller as of the date hereof and immediately prior to the Closing.

“Seller Material Adverse Effect” means any Effect that, individually or in the aggregate with any other Effect, (a) has had or would reasonably be expected to have a material adverse impact on the Purchased Assets and the Assumed Liabilities, taken as a whole, or (b) would reasonably be expected to prevent, materially delay or impair the ability of Seller to perform its obligations this Agreement or consummate the transactions contemplated by this Agreement on a timely basis; provided, however, that “Seller Material Adverse Effect” with respect to clause (a) shall not include any Effect arising out of, or resulting from, the following: (i) changes in general United States, European or global, national or regional economic, political, regulatory or market conditions or in financial or capital markets, including (A) changes in interest rates in any country or region in the world and changes in exchange rates for the currencies of any countries and (B) any suspension of trading in securities (whether equity, debt, derivative or hybrid securities) generally on any securities exchange or over-the-counter market operating in any country or region in the world, (ii) changes following the date hereof in any Applicable Laws or accounting rules (or, in each case, the interpretation thereof), (iii) acts of war (whether or not declared), hostilities, sabotage, terrorism, or military action or the escalation thereof, (iv) earthquakes, hurricanes, tornadoes, tsunamis, floods, mudslides, wild fires or other natural disasters, pandemics or epidemics in any country or region in the world, (v) changes generally affecting similar industries or market sectors in the geographic regions in which Seller operates, (vi) the execution, announcement or performance of this Agreement or consummation of the Acquisition and any other transactions contemplated by the Transaction Documents, or the identity of the Purchaser Entities as the prospective acquirer of the Purchased Assets, including any actual loss as a result thereof after the date hereof of any customers, suppliers, partners, vendors, employees, contractors or other business relations, (vii) any action taken by Seller that is expressly required by and effected in accordance with the terms of this Agreement or any of the other Transaction Documents (other than the obligations to conduct the Business in the ordinary course of business consistent with past practice as set forth in, and subject to the exceptions of, Section 5), or the failure of Seller to take any action expressly prohibited by this Agreement, or (viii) any actions taken (or omitted to be taken) by Seller upon the express written request or written instruction of Purchaser or with Purchaser’s express written consent, except in the case of each of the foregoing clauses (i) through (v) to the extent such Effect has a materially disproportionate effect on a Seller Group member relative to other participants in the industry in which the Seller Group currently conducts the Business.

“Seller Outbound Licenses” has the meaning set forth in Section 3.9(c)(i).

“Seller Source Code” means the source code included in the Purchased Intellectual Property, to the extent such source code is owned by, or purported to be owned by, Seller, together with all extracts, portions and segments thereof.

“Seller Trademarks” means all Trademarks owned or licensed by the Seller Group.

“Source Code Disclosure” has the meaning set forth in Section 3.9(h).

“Subsidiary” means any Person in which another party directly or indirectly owns, beneficially or of record, a majority of the outstanding equity or financial interests of such Person.

“Supervisory Authority” means an independent public authority that is established in accordance with the applicable Privacy Laws to be responsible for monitoring the application of such Privacy Laws, in order to protect the rights of the Identified Employees in relation to the Processing of Personal Data.

“Tax” and “Taxes” mean any and all federal, state, provincial and local taxes of any country, including any taxes, assessments, fees, levies and other governmental charges, duties, contributions, impositions and liabilities in the nature of a tax, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, goods and services, ad valorem, stamp, transfer, franchise, withholding, payroll, recapture, employment, social security, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any Contract with any other Person with respect to such amounts, and in each case regardless of whether payable directly, by way of withholding or otherwise, or as primary or secondary liability, or as a legal successor or transferee.

“Tax Returns” means all returns, estimates, information statements and reports required to be filed by or on behalf of any Person with any Tax authority.

“Technology” means tangible embodiments of each of the following, regardless of the form or media in or on which they may exist: (a) all Works (including software, test software, firmware, games and middleware in source code and executable code form, architecture, databases, plugins, libraries, APIs, interfaces, algorithms, reference porting layers, and documentation); (b) inventions (whether or not patentable), designs, discoveries and improvements; (c) proprietary, confidential and/or technical data and information and Trade Secrets; (d) databases, data sets, data compilations and collections, and customer and technical data; (e) methods and processes; and (f) devices, prototypes, designs, specifications, procedures, drawings, schematics and final and intermediate topography of a semiconductor product (and copies thereof).

“Technology License Agreement” means that certain Technology License Agreement, dated as of June 14, 2024, by and between Purchaser and Seller.

“Technology Packages” means the Calliope2 Technology Package and the Monarch2 Technology Package.

“Termination Agreement” has the meaning set forth in Section 7.2(k).

“Termination Date” has the meaning set forth in Section 8.1(b).

“Third Party” means a Person that is neither a Party nor an Affiliate of a Party.

“Third Party Claim” has the meaning set forth in Section 9.9(a).

“Threshold” has the meaning set forth in Section 9.3(a).

“Trade Secrets” means all proprietary, confidential and/or non-public information, however documented, including all trade secret rights within the meaning of Applicable Law, know-how, source code and any information which describes source code but which is not source code, technical methods, calculation models and parameters of models, methodologies, processes, design and manufacturing processes of products or systems, in each case that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use.

“Trademarks” means all (a) trademarks, service marks, logos, insignias, designs, trade dress, symbols, trade names and fictitious business names, emblems, signs, insignia, slogans, other similar designations of source or origin and general intangibles of like nature, whether registered or not (including all applications and registrations for each of the foregoing), and (b) all goodwill associated with or symbolized by any of the foregoing.

“Transaction Documents” means this Agreement (including the Annexes, Exhibits and Schedules hereto), Assignment Agreement and Bill of Sale, Escrow Agreement, Transition Services Agreement, Acquired IP License Agreement, 5G License Agreement, IP Assignment Agreement, Patent Portfolio License Agreement, Chip Supply Agreement, Termination Agreement, Qasara Assignment Agreement and any other certificate, schedule, agreement or document that is required to be delivered pursuant to this Agreement.

“Transfer Regulations” mean collectively, the European Council Directive of March 12, 2001 (2001/23/EC), relating to the safeguarding of employees’ rights in the event of transfers of undertakings, businesses or parts of businesses and any country legislation implementing the European Council Directive of March 12, 2001 (2001/23/EC) and any other similar Applicable Law, including Transfer of Undertakings (Protection of Employment) Regulations 2006, as amended and updated from time to time.

“Transfer Taxes” has the meaning set forth in Section 6.9(a).

“Transferred Books and Records” has the meaning set forth in Section 2.1(g).

“Transition Services Agreement” has the meaning set forth in Section 7.2(g).

“Use” means reproduce, represent, configure, evaluate, test, design, verify, monitor, analyze, compile, incorporate, embed, integrate, modify, implement, adapt, fix, lend, rent, communicate, distribute and/or otherwise fully commercially exploit.

“VAT” means (a) any tax imposed by reference to value added in compliance with the Council Directive of 28 November 2006 (as amended) on the common system of value added tax (EC Directive 2006/112/EC) and (b) any other tax of a similar nature, whether imposed in a member state of the European Union or elsewhere.

“Viruses” has the meaning set forth in Section 3.9(i).

“Withholding Taxes” means any Taxes required under Applicable Law to be withheld from any payment hereunder and paid to an applicable Tax authority.

“Work” means any work of authorship, including software, libraries or other code (including middleware and firmware).

“Works Council” means Seller’s French company comité social et économique (CSE).

2. Purchase and Sale of Purchased Assets.

2.1 Purchased Assets. Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall, and shall, to the extent applicable, cause each of the other members of the Seller Group to, sell, convey, transfer, deliver and assign to the Purchaser Entities, free and clear of all Encumbrances (other than Permitted Encumbrances), all of the Seller Group’s rights, title and interests in, to and under all of the following assets, properties and rights, including for any possible future legal extensions of any Intellectual Property protection period (collectively, the “Purchased Assets”):

(a) all Purchased Intellectual Property;

(b) the Technology Packages;

(d) the license rights under the Qasara Settlement Agreement (the “Qasara License Rights”);

(e) to the fullest extent permitted by Applicable Laws, all rights to any Actions of any nature related to the Purchased Assets or the Assumed Liabilities, whether arising by way of counterclaim or otherwise, including any and all rights to sue for or assert claims against and remedies against past, present or future infringements of the Purchased Intellectual Property and to retain any and all amounts therefrom and rights of priority therein or derived therefrom under any international conventions, treaties or agreements and protections of interests therein;

(f) to the fullest extent permitted by Applicable Laws, all warranties, indemnities, contribution, reimbursement, set-off and other similar rights against Third Parties to the extent related to any of the Purchased Assets;

(g) all Books and Records in the possession of Seller and the other members of the Seller Group primarily relating to (i) the Purchased Assets and the Assumed Liabilities or (ii) the Hired Employees (collectively, the “Transferred Books and Records”); and

(h) the Biot Lease Agreement.

2.2 Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, none of Seller or any other member of the Seller Group shall sell, convey, transfer, deliver and assign to the Purchaser Entities any assets that are not Purchased Assets (collectively, the “Excluded Assets”), which shall remain the property of the Seller Group after the Closing. Without limiting the generality of the foregoing, the Excluded Assets shall include:

(a) all shares of capital stock or other equity securities of any member of the Seller Group;

(b) all Organizational Documents, seal, minute books, stock books and records, Tax Returns, all taxpayer and other identification numbers, books of account or other records having to do with the corporate organization of Seller and the other members of the Seller Group;

(c) other than the Biot Lease Agreement, all Contracts entered into by Seller and/or the other members of the Seller Group (including, for the avoidance of doubt, all Seller Inbound Licenses and Seller Outbound Licenses);

(d) all accounts receivable and any security therefor of Seller and the other members of the Seller Group, and all deposits, advances, pre-paid expenses, refunds, credits and all rights of Seller and the other members of the Seller Group under surety bonds;

(e) all Seller Employee Plans and assets attributable thereto and all rights with respect thereto;

(f) all cash, cash equivalents on hand or in bank accounts and short term investments of Seller and the other members of the Seller Group, all intercompany accounts among Seller and other members of the Seller Group, and all rights to any bank accounts of Seller and the other members of the Seller Group;

(g) all Seller Licensed Intellectual Property and Seller Inbound Licenses;

(h) all real property, including any real property leases or leasehold improvements, and all Permits and other authorizations relating specifically to such real property;

(i) all insurance policies purchased by Seller or any other member of the Seller Group, or any benefits, proceeds or premium refunds payable or paid thereunder or with respect thereto (whether or not any claims under such policies are made or paid on or before the Closing Date);

(j) all Books and Records that are not Transferred Books and Records;

(k) all Patents;

(l) any Intellectual Property that is not Purchased Intellectual Property, including Seller Licensed Intellectual Property;

(m) all Seller domain names;

(n) the Seller Trademarks; and

(o) rights which accrue or will accrue to Seller and other members of the Seller Group under the Transaction Documents.

2.3 Assumed Liabilities.

(a) Subject to the terms and conditions set forth in this Agreement, at the Closing, the Purchaser Entities shall assume, and the Purchaser Entities shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, solely the following Liabilities of Seller and the other members of the Seller Group (the “Assumed Liabilities”):

(i) any Liability arising out of, or relating to, the ownership or Use of the Purchased Assets, from and after the Closing, which Liability does not arise out of, or relate to, any Excluded Liability or any inaccuracy in or breach of any representation or warranty made by Seller under this Agreement or any other Transaction Document;

(ii) other than the Hired Employee Retained Liabilities, any Liability incurred (x) from and after the Closing with respect to the Identified Employees who become Hired Employees as of the Closing and (y) from and after the time that an Identified Employee becomes a Hired Employee with respect to the Identified Employees who become Hired Employees during the Post-Closing Hired Employee Period, in each case, for which Purchaser or its Affiliate is liable in connection with Purchaser’s or its Affiliates’ employment or engagement of the Hired Employees under Section 6.7; and

(iii) any Liability for all unused vacation time or paid time off (x) accrued for the period prior to the Closing for those Identified Employees who become Hired Employees as of the Closing and (y) accrued for the period prior to the time that an Identified Employee becomes a Hired Employee after the Closing for those Identified Employees who become Hired Employees during the Post-Closing Hired Employee Period (collectively, the “PTO Liabilities”); provided that the PTO Liabilities shall not exceed the lower of (A) an amount equal to the aggregate Liability with respect to all Hired Employees of five (5) weeks in respect of unused vacation time (known as “congés payés” in France) for each Hired Employee, and (B) an amount equal to $700,000 (taking into consideration the proviso, the “Assumed PTO Liabilities”).

(b) Except for the Assumed Liabilities, no member of the Purchaser Group or any of their respective Affiliates shall, by virtue of the purchase of the Purchased Assets by the Purchaser Entities, assume or become responsible for any Liabilities of member of the Seller Group or any of their respective Affiliates or any other Person.

2.4 Retained Liabilities. Except for the Assumed Liabilities, no member of the Purchaser Group or any of their respective Affiliates shall assume or be deemed to have assumed, and shall have no Liability for, any Liabilities, Taxes or Contracts of Seller and the other members of the Seller Group of any kind, character or description, whether accrued, absolute, contingent or otherwise, it being understood that the Purchaser Entities expressly disclaim any express or implied assumption of any Liabilities other than the Assumed Liabilities. Notwithstanding Section 2.3 or any other provision contained herein, and regardless of whether any of the following may be disclosed to the Purchaser Entities or any of their Representatives or otherwise or whether the Purchaser Entities or any of their Representatives may have actual knowledge of the same, neither the Purchaser Entities nor any other member of the Purchaser Group shall assume, and Seller and the other members of the Seller Group shall pay, perform and discharge when due and remain exclusively liable for all Liabilities of the Seller Group other than the Assumed Liabilities (collectively, the “Retained Liabilities”), including:

(a) any Liability arising out of, or relating to, the Excluded Assets;

(b) any Liability arising out of, or relating to, the conduct of the Business or any other business by the Seller Group;

(c) any Liability arising out of, or relating to, the Use of the Monarch2 Product or the Calliope2 Product (as such part number or name may change from time to time) as sold, directly or indirectly, by the Seller Group prior to, at or following the Closing;

(d) any Liability of Seller and the other members of the Seller Group for Taxes for any period whatsoever, including (i) any Taxes arising as a result of the Seller Group’s conduct of the Business or ownership or use of the Purchased Assets prior to the Closing; (ii) any Taxes imposed on the Seller Group that will arise as a result of or in connection with the consummation of the Acquisition; (iii) any Taxes for which Seller is liable pursuant to Section 6.9; and (iv) any deferred Taxes of any nature;

(e) any Liability of Seller or any other member of the Seller Group or any of their Affiliates or any other Person under common control with Seller (including any ERISA Affiliate) under (i) any Seller Employee Plan or (ii) in respect of any existing or former employee, employed Person (including interns), contractor, consultant or advisor of Seller or any other member of the Seller Group (other than such Liabilities related to (x) the Identified Employees who become Hired Employees as of the Closing for the period from and after the Closing and (y) the Identified Employees who become Hired Employees during the Post-Closing Hired Employee Period for the period from and after the time that such Identified Employee becomes a Hired Employee, in each case, for which Purchaser or its Affiliate is responsible under Section 6.7);

(f) any Liability of Seller or any other member of the Seller Group (including notice of termination, compensation or benefits in lieu of notice, health and welfare benefits, severance or pension payments, payments for vacation or paid-time off, or otherwise that become payable in connection with an employee’s resignation or termination of employment by Seller or any other member of the Seller Group), as well as any accrued payroll Taxes with respect thereto) which may be owed, or which has otherwise accrued (including all unused vacation time or paid time off accrued), and any wages, compensation, benefits or entitlements which may be owed to employees or contractors or payable with respect to any employee or contractor or former employee or contractor of Seller or any other member of the Seller Group or any Affiliate of the Seller Group, whether arising prior to or as of the Closing Date under any policy of Seller, any other member of the Seller Group or any Affiliate of the Seller Group, as well as under any other Seller Employee Plan, Contract or Applicable Law in relation to any employee or contractor or former employee or contractor of Seller, any other member of the Seller Group or any Affiliate of the Seller Group or arising out of or relating to any employee or contractor or former employee or contractor grievance with respect to Seller, any other member of the Seller Group or any Affiliate of the Seller Group;

(g) any Liability of Seller with respect to any current or former employee or contractor or service provider of Seller, any other member of the Seller Group or any Affiliate of the Seller Group who is not a Hired Employee, including any employee or contractor or service provider who does not accept Purchaser or its Affiliates’ offer of employment in accordance with Section 6.7, including in connection with the continuation of their employment or service with Seller, any other member of the Seller Group or any Affiliate of the Seller Group, or the termination or severance of the employees’ employment;

(h) any Liability arising out of, or relating to, any claim made by or other costs or actions arising out of, or relating to, any employee, contractor, service provider, interim worker, or former employee, contractor, service provider, interim worker of Seller or any other member of the Seller Group or any Affiliate of the Seller Group who is not a Hired Employee who otherwise asserts or claims that they should have transferred (automatically or otherwise) to Purchaser and/or its Affiliates pursuant to the Transfer Regulations or otherwise;

(i) any Liability, with respect to (x) any Identified Employee who becomes a Hired Employee as of the Closing, arising out of, or relating to, his or her employment or engagement for the period up to the Closing or (y) any Identified Employee who becomes a Hired Employee during the Post-Closing Hired Employee Period, arising out of, or relating to, his or her employment of engagement for the period up to the time that such Identified Employee becomes a Hired Employee, in each case, including the PTO Liabilities other than the Assumed PTO Liabilities (the “Hired Employee Retained Liabilities”);

(j) any Liability of Seller or any other member of the Seller Group with respect to Identified Contractors for any services performed during the period up to the Closing (and for the avoidance of doubt, regardless of whether such Identified Contractor becomes a contractor of any member of the Purchaser Group on or after the Closing), which shall include any Liability with respect to unpaid Tax contributions (or equivalent) and any Liability with respect to any employment-related claim or claim based on worker status;

(k) any Liability to any securityholder of Seller or any other member of the Seller Group or to any Affiliate of the Seller Group;

(l) any Liability arising out of, or relating to, the failure of the Purchased Assets to comply with Applicable Law prior to the Closing Date or the failure of the Business to comply with Applicable Law;

(m) any Liability arising out of, or relating to, any non-compliance by Seller or any other member of the Seller Group with any Permit held by Seller or any other member of the Seller Group;

(n) any Liability of Seller or any other member of the Seller Group under this Agreement or any other Contract entered into by Seller or any other member of the Seller Group in connection with the Acquisition, including all legal, accounting, financial advisory, consulting, finders and other fees and expenses relating to the solicitation of any other potential purchasers of the Business or Seller or the consideration of strategic alternatives with respect thereto or otherwise incurred in connection with the Acquisition and the preceding sale process, in each case, incurred by or at the direction of Seller or any other member of the Seller Group; or

(o) any indebtedness for borrowed money of, all letters of credit or performance bonds issued for the account of, and all guarantees issued by, Seller or any of other member of the Seller Group.

2.5 Purchase Price; Payment of Purchase Price. Subject to the terms and conditions set forth in this Agreement, at the Closing, as consideration for the Purchased Assets and entry into the other Transaction Documents, (x) the Purchaser Entities shall assume the Assumed Liabilities and (y) Purchaser shall pay, or shall cause to be paid, in immediately available funds by wire transfer, the following:

(a) to Seller, an amount equal to Two Hundred Million Dollars ($200,000,000.00) (the “Purchase Price”) minus the One-Time License Fee minus the Escrow Amount, to one or more bank accounts designated by Seller at least five (5) Business Days prior to the Closing Date; provided that any portion of the Purchase Price that is required under Applicable Law to be paid in local currency shall be paid in local currency in accordance with Section 10.2 and shall reduce on a Dollar-for-Dollar basis the amount of the Purchase Price payable in Dollars; and

(b) to the Escrow Agent, the Escrow Amount, to be deposited by the Escrow Agent for the purpose of securing the obligations of the Seller Group pursuant to Section 9 and to be held and distributed in accordance with the terms of this Agreement and the Escrow Agreement.

2.6 Allocation of Purchase Price; Withholding Taxes.

(a) Within sixty (60) days following the Closing, Purchaser shall prepare and deliver to Seller the allocation of the Purchase Price plus any other amounts treated as consideration for applicable tax purposes for the Purchased Assets, the 5G License Agreement and the Patent Portfolio License Agreement among such items (the “Allocation”). The Parties shall discuss in good faith any reasonable comments provided in writing by Seller within fifteen (15) days following receipt of such Allocation. If the Parties are unable to agree on the Allocation following such good faith discussion, the allocation proposed by Purchaser shall control. For all applicable Tax purposes, the Parties agree to report the transactions contemplated by this Agreement in a manner consistent with the Allocation and none of the Parties will take any position inconsistent therewith in any Tax Returns, in any refund claim, in any litigation, or otherwise.

(b) Purchaser or its agent shall be entitled to deduct and withhold from the Purchase Price, or any other payment payable pursuant to this Agreement, such amounts in respect of Withholding Taxes as are required to be deducted and withheld under the Code or any provision of Applicable Law. Any amounts deducted and withheld pursuant to the preceding sentence and paid to the appropriate taxing authorities shall be treated for all purposes of this Agreement as having been paid to the member of the Seller Group in respect of whom such deduction and withholding was made. Upon request of Purchaser, Seller shall provide (or cause to be provided) any Tax forms or other information required by Purchaser in connection with its Tax withholding and information reporting compliance in relation to such payment. If for any reason the appropriate amount of Withholding Taxes is not withheld from the Purchase Price, such required Withholding Taxes not withheld shall remain Retained Liabilities despite such non-withholding.

2.7 Closing. The closing of the Acquisition (the “Closing”) shall take place by the exchange of documents and signatures (including electronic signatures) at such time mutually agreed upon by the Parties, but no later than two (2) Business Days after all conditions set forth in Section 7 shall have been satisfied or, to the extent permitted by Applicable Law, waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by Applicable Law, waiver of such conditions at such time); provided that if such date would be during the ten (10) Business Days prior to the end of Purchaser’s fiscal quarter, then the date of the Closing shall be the first (1st) Business Day of Purchaser’s next fiscal quarter. The Closing shall be effective as of 11:59 p.m. local time in each jurisdiction where the Purchased Assets being transferred to the applicable Purchaser Entity is located. The date upon which the Closing occurs is referred to herein as the “Closing Date”.

3. Representations and Warranties of Seller

Seller represents and warrants to Purchaser as of the date of this Agreement and as of the Closing Date (unless such other date is specified within such Section below) that, except as disclosed in a document delivered by Seller to Purchaser on the date of this Agreement (the “Seller Disclosure Schedule”):

3.1 Organization, Standing and Power. Each Seller Entity is duly organized, incorporated or formed, as applicable, validly existing and (where such concept is applicable) in good standing (or the equivalent thereof) under the Applicable Laws of its jurisdiction of organization, incorporation or formation. Each Seller Entity has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and is duly qualified to do business and is in good standing as a foreign corporation or other legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing, or to have such power or authority, would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. Section 3.1 of the Seller Disclosure Schedule sets forth all jurisdictions in which any of the Purchased Assets, any owner of Purchased Assets or any Identified Employees are located.

3.2 Authority; Non-Contravention.

(a) Each Seller Entity has all requisite corporate or other similar power and authority to enter into this Agreement and each other Transaction Document to which it is or will be a party, and to consummate the transactions contemplated hereby and thereby (including the transfer of the Purchased Assets to the Purchaser Entities free and clear of any Encumbrances (other than Permitted Encumbrances)). The execution, delivery and performance by each Seller Entity of this Agreement and each other Transaction Document to which it is or will be a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized (or, as applicable, will be prior to the Closing with respect to such other Transaction Document) by all necessary corporate or other similar action on the part of such Seller Entity. No consent of any securityholder of Seller is required in connection with the execution, delivery and performance by Seller of this Agreement or any of the other Transaction Documents to which it is or will be a party or the consummation of the transactions contemplated hereby or thereby.

(b) This Agreement has been duly and validly executed and delivered by Seller, and each other Transaction Document to which a Seller Entity will be a party will be duly and validly executed and delivered by such Seller Entity, and, assuming the due authorization, execution and delivery by Purchaser and the other Purchaser Entities party thereto, constitute the legal, valid and binding obligations of each Seller Entity party thereto enforceable against such Seller Entity in accordance with their respective terms, except that such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors’ rights generally, and is subject to general principles of equity (the “Enforceability Exceptions”).

(c) The execution and delivery of this Agreement by Seller does not, and the execution and delivery of each other Transaction Document by each Seller Entity to which such Seller Entity will be a party will not, and consummation of the transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any provision of the Organizational Documents of such Seller Entity, (ii) contravene, conflict with, or result in the violation of, breach or default under (with or without notice or lapse of time or both) any term or provision of, result in the loss of any benefit under, or otherwise require consent or notice under or result in a right of termination, cancellation, acceleration or modification of, or trigger a right of first refusal, right of first offer or right of first negotiation under, any Contract to which such Seller Entity is a party or by which any of its respective assets are bound, including Contracts for Seller Licensed Intellectual Property, (iii) result in the creation of any Encumbrance on any Purchased Assets (other than Permitted Encumbrances) or (iv) conflict with or violate in any respect any Applicable Law or Judgment applicable to or binding on such Seller Entity or its respective properties or assets; except, in the case of clauses (ii) and (iii), as would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect.

3.3 Governmental Authorization. Except (a) as set forth on Section 3.3 of the Seller Disclosure Schedule and (b) for Form 6-K filings as well as any other consents, approvals, orders or authorizations, registrations, declarations or filings as required under the Exchange Act, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required in connection with the execution and delivery by each Seller Entity of the Transaction Documents to which it is or will be a party, the performance by such Seller Entity of the applicable transactions contemplated hereby or thereby or the consummation of the transactions contemplated hereby or thereby.

3.4 Permits. Except as set forth on Section 3.4 of the Seller Disclosure Schedule, there are no Permits that are required for the conduct of the Business or ownership or use of the Purchased Assets.

3.5 Compliance With Laws. Each Seller Entity is, and has been since January 1, 2021, in compliance in all material respects with, is not in material violation of, and no member of the Seller Group has received any notices of material violation with respect to, any Applicable Law with respect to the conduct of the Business or ownership or use of the Purchased Assets. Since January 1, 2021, neither Seller nor any other member of the Seller Group has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of any of the foregoing with respect to the ownership or use of the Purchased Assets or the conduct of the Business.

3.6 International Trade Matters.

(a) Each Seller Entity is, and has been since January 1, 2021, in compliance in all material respects with, is not in material violation of, and no member of the Seller Group has received any notices of material violation with respect to, any International Trade Law with respect to the conduct of the Business or ownership or use of the Purchased Assets.

(b) Each Seller Entity has procured appropriate export licenses and approvals prior to releasing, sharing, or otherwise exporting the Purchased Intellectual Property, the Monarch2 Product or the Calliope2 Product.

(c) Without limiting the foregoing, no Seller Entity has provided, sold to, or otherwise transferred, without any required approval from the U.S. Government, any Purchased Intellectual Property, Monarch2 Product or Calliope2 Product, directly or indirectly, to (i) Cuba, Iran, North Korea, Syria, the Crimea region of the Ukraine, or any other country or territory against which the United States maintains a comprehensive economic embargo (“Embargoed Territory”); (ii) any instrumentality, agent, entity, or individual that is acting on behalf of, or directly or indirectly owned or controlled by, any Governmental Entity of an Embargoed Territory; (iii) nationals of Embargoed Territories; or (iv) any organization, entity, or individual appearing on a U.S. Government list of parties with whom companies are prohibited from transacting business including the Specially Designated Nationals and Blocked Persons List, the Foreign Sanctions Evaders List, or the Sectoral Sanctions Identification List, which are maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), the Denied Persons List, Entity List, and Unverified List, which are maintained by the Bureau of Industry and Security of the U.S. Department of Commerce, and the List of Debarred Parties maintained by the Directorate of Defense Trade Controls of the U.S. Department of State (the “Prohibited Party Lists”), where such activity resulted in a violation of International Trade Law.

(d) No Seller Entity, nor, to the Knowledge of Seller, any of its respective stockholders, directors, officers, employees or other Representatives acting on Seller’s behalf (i) appear on a Prohibited Party List or is controlled, individually or in the aggregate, by an individual or entity that is on the Prohibited Party List; (ii) is the subject to any applicable sanctions administered or enforced by OFAC or any other relevant sanctions authority; or (iii) is located, organized, or resident in an Embargoed Territory.

(e) No Seller Entity has participated, directly or indirectly, in any boycotts or other similar practices in violation of, or triggering penalties under, the regulations of the United States Department of Commerce or Section 999 of the Code.

(f) No Seller Entity has had any basis to expect, nor has Seller, any Seller Group member or any other Person for whose conduct Seller is or may be held to be responsible received, any actual or threatened in writing, or to the Knowledge of Seller, any credible oral communication, regarding an order, notice, or other communication from any Governmental Entity of any actual or potential violation or failure to comply with any International Trade Law with respect to the conduct of the Business or ownership or use of the Purchased Assets. No Seller Entity has made or intends to make, any disclosure (voluntary or otherwise) to any Governmental Entity with respect to any potential violation or Liability of such Seller Entity arising under or relating to any International Trade Law with respect to the conduct of the Business or ownership or use of the Purchased Assets. To the Knowledge of Seller, there are no pending or threatened in writing or credible oral communications regarding any Actions or Legal Proceedings, with respect to any potential violation or Liability of any Seller Entity under or relating to any International Trade Law with respect to the conduct of the Business or ownership or use of the Purchased Assets.

3.7 Anti-Corruption Compliance.

(a) No Seller Entity nor any of its directors, officers, employees, agents or other Representatives acting on its behalf:

(i) has been convicted of, or, to the Knowledge of Seller, accused, charged or investigated by any Governmental Entity with any violation of, any anti-corruption law, anti-money laundering law or other Applicable Law related to fraud, theft, embezzlement, bribery, breach of fiduciary responsibility, financial misconduct, obstruction of an investigation, or sanctioned violations;

(ii) has used any funds (whether of Seller or any other Seller Group member) for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity;

(iii) has with a corrupt or improper intention paid, provided, promised, offered, or authorized the payment or provision of money, a financial advantage, or anything else of value to (A) an official, employee, or agent of any government, military, public international organization, state-owned or affiliated entity (including sovereign wealth funds or public hospitals, universities, or research labs), political party, or any instrumentality thereof (collectively “Government Officials”), (B) a political party or candidate for political office, or (C) any other Person, for purposes of obtaining, retaining, or directing permits, licenses, favorable tax or court decisions, special concessions, contracts, business, or any other improper advantage;

(iv) has otherwise offered, promised, authorized, provided, or incurred or will in the future offer, authorize, make, pay or receive, directly or indirectly, any bribe, kickback, or other corrupt or unlawful payment, expense, contribution, gift, entertainment, travel or other benefit or advantage (collectively, “Restricted Benefits”) to or for the benefit of any Government Official, political party or candidate, or any other Person;

(v) has solicited, accepted, or received any Restricted Benefits from any Person;

(vi) has established or maintained any slush fund or other unlawful or unrecorded fund or account;

(vii) has inserted, concealed, or misrepresented corrupt, illegal, or improper payments, expenses or other entries in their books and records;

(viii) is a Government Official or political candidate or has immediate family members who are Government Officials or political candidates;

(ix) has concealed or disguised the existence, illegal origins, and/or illegal application of criminally derived income/assets or otherwise caused such income or assets to appear to have legitimate origins or constitute legitimate assets;

(x) has used any funds to finance terrorist, drug-related, or other illegal activities;

(xi) has violated, caused other parties to violate, or is currently in violation of, directly or indirectly, any provision of any anti-corruption, anti-money laundering or any Applicable Laws of similar effect; or

(xii) has received any communication that alleges any of the foregoing.

(b) No Seller Entity has conducted any internal or government-initiated investigation or made a voluntary or involuntary disclosure to any Governmental Entity with respect to any alleged act or omission arising under or relating to any noncompliance with any anti-corruption or anti-money laundering laws. There are no claims pending or threatened in writing, or to the Knowledge of Seller, oral credible communications against any Seller Entity with respect to violations of any anti-corruption or anti-money laundering laws.

3.8 Proceedings. Except as set forth on Section 3.8 of the Seller Disclosure Schedule, there is no, and since January 1, 2021 there has not been any, (a) pending or threatened in writing, or to the Knowledge of Seller, oral credible communications regarding any Actions or Legal Proceedings against any Seller Entity arising out of, or relating to, the conduct of the Business or ownership or use of the Purchased Assets or the transactions contemplated by this Agreement or any other Transaction Document, or (b) Judgment imposed upon or affecting any Purchased Asset, any Assumed Liability, the Business or any Seller Entity arising out of, or relating to, the Purchased Assets or the Assumed Liabilities.

3.9 Intellectual Property.

(a) Intellectual Property Rights.

(i) Enforceability; No Challenges. Except as set out at Section 3.9(a)(i) of the Seller Disclosure Schedule, there is no Action or Legal Proceeding pending or threatened in writing, nor, to Seller’s Knowledge, has any claim or demand been made in writing or in any credible oral communication, that (A) challenges the right, title or interest of Seller in, to or under any Purchased Intellectual Property; or (B) alleges infringement, contributory infringement, inducement to infringe, misappropriation or unlawful use of Intellectual Property of any Person by Seller in connection with the Use of the Monarch2 Product or Calliope2 Product in the same manner as Used by Seller as of the date hereof and immediately prior to the Closing.

(ii) Trade Secrets. Seller has taken appropriate measures and precautions necessary to protect and maintain the confidentiality and value of Trade Secrets included in the Purchased Intellectual Property, including entering into agreements with employees, employed Persons (including interns), consultants or contractors regarding the protection, non-use and non-disclosure of Trade Secrets. No member of the Seller Group has disclosed, and, to the Knowledge of Seller, no Third Party has disclosed, any Trade Secrets included in the Seller Intellectual Property to any Person without having such Person execute a valid, binding, enforceable written agreement regarding the non-disclosure and non-use thereof or otherwise be bound by a legal requirement to protect and maintain the confidentiality of such Trade Secrets. No member of the Seller Group has received any written notice or credible oral communication from any Person that there has been any unauthorized use or disclosure of any Trade Secrets included in the Seller Intellectual Property. No Person that has received any Trade Secrets included in the Purchased Intellectual Property has refused to provide to Seller, after Seller’s request therefor, a certificate of return or destruction of any documents or materials containing such Trade Secrets.

(b) Ownership of and Right to Use Intellectual Property; No Encumbrances.

(i) Seller is the sole and exclusive owner of, and has good, valid and marketable title (including all legal, equitable and beneficial title) to, free and clear of all Encumbrances (other than Permitted Encumbrances), all Purchased Intellectual Property. Seller has the sole and exclusive right to bring an Action against any other Person for past, present or future infringement, violation or misappropriation of the Purchased Intellectual Property. Seller has not (A) transferred ownership of, or, except as set forth in Section 3.9(b)(i)(A) of the Seller Disclosure Schedule, granted any exclusive license with respect to, any Purchased Intellectual Property to any Person; or (B) permitted the rights of Seller in any Purchased Intellectual Property to enter into the public domain.

(ii) Except as set forth in Section 3.9(b)(ii) of the Seller Disclosure Schedule, (A) Seller has a valid, legally enforceable right to Use all Seller Licensed Intellectual Property and all other Intellectual Property that is related to, underlying, included in or necessary or useful for the Use of the Technology Packages at any time prior to the Closing or without which the Technology Packages could not be fully Used in the same manner as Used by Seller as of the date hereof and immediately prior to the Closing, and (B) the Purchased Intellectual Property, the rights under the Seller Inbound Licenses and the rights to be provided under the Patent Portfolio License Agreement, the Transition Services Agreement and the Standard Essential Patents constitute all of the Intellectual Property that is related to, underlying, included in or necessary or useful for the Use of the Products and without which Purchaser could not fully Use the Technology Packages in the same manner as Used by Seller as of the date hereof and immediately prior to the Closing.

(i) Disclosure of Outbound Licenses. Section 3.9(c)(i) of the Seller Disclosure Schedule sets forth a true, correct and complete list of all Contracts (excluding non‑disclosure agreements, non-exclusive purchase and related software license agreements for the Products entered in the normal conduct of Business, and limited term evaluation agreements) pursuant to which Seller granted or is required to grant to any Person any right under or license (expressly, by implication, estoppel or otherwise) or covenant not to assert or sue or other immunity from suit under any other rights, to any Purchased Intellectual Property (such Contracts, the “Seller Outbound Licenses”). Section 3.9(c)(i) of the Seller Disclosure Schedule indicates which of such Contracts listed therein contain (A) any license grant by Seller to any specific Patent subject to the Patent Portfolio License Agreement or (B) except for non-exclusive purchase and related software license agreements for the Products entered in the normal conduct of Business, where the terms in the Contract include a reference to any Patents included subject to the Patent Portfolio License Agreement being licensed without expressly identifying such Patents. Section 3.9(c)(i) of the Seller Disclosure Schedule attaches Seller’s standard form for non-exclusive purchase and related software license agreements for the Products entered into the normal conduct of Business.

(ii) Disclosure of Inbound Licenses. Section 3.9(c)(ii) of the Seller Disclosure Schedule sets forth a true, correct and complete list of all Contracts (excluding Contracts for Off the Shelf Software, Public Software, and limited term evaluation agreements) pursuant to which Seller and/or any other member of the Seller Group is licensed Seller Licensed Intellectual Property (such Contracts, the “Seller Inbound Licenses”). Except as disclosed, the Seller Inbound Licenses do not include any exclusive licenses or similar rights granted to Seller or any other member of the Seller Group under any other Person’s Intellectual Property.

(iii) Disclosure With Respect to Intellectual Property Agreements. Section 3.9(c)(iii) of the Seller Disclosure Schedule sets forth a true, correct and complete list, grouped by subsection, of all Contracts (excluding non-disclosure agreements, limited term evaluation agreements, Contracts for Off the Shelf Software and Contracts governing the use of Public Software) as follows: (A) regarding joint development of any Purchased Intellectual Property and a complete and accurate description of the Purchased Intellectual Property that was developed under such Contracts; (B) by which Seller or any other member of the Seller Group is or was assigned or granted an ownership interest in any Purchased Intellectual Property (other than written agreements with employees and independent contractors that assign or grant to Seller or another member of the Seller Group ownership of Intellectual Property developed in the course of providing services to Seller, other member of the Seller Group); (C) by which Seller assigns, assigned, or is required to assign any ownership right or title to any Purchased Intellectual Property to any Person; and (D) under which Seller grants or receives an option or right of first refusal or negotiation relating to any Purchased Intellectual Property, separated by those granted by and those received by Seller.

(iv) Royalties. Except as set forth in Section 3.9(c)(iv) of the Seller Disclosure Schedule and except in respect of Off-the-Shelf Software, Seller has no obligation to pay any royalties, license fees or other consideration to any Person (including any employee or contractor of the Seller Group) by reason of use, exploitation, practice, licensing, sale or disposition of any Purchased Intellectual Property. The Closing of the transactions contemplated by this Agreement will not result in any increase or other change to any such royalties, license fees or other consideration.

(v) No Licenses to Intellectual Property of Purchaser. There are no Contracts between Seller or any other member of the Seller Group and any other Person pursuant to which Seller or any member of the Seller Group granted or is required to grant to any Person any rights under the Intellectual Property owned or controlled by Purchaser or any Affiliate of Purchaser by reason of the execution, delivery, performance and consummation of the transactions contemplated by the Transaction Documents.

(d) Public Software. Section 3.9(d) of the Seller Disclosure Schedule sets forth a true, correct and complete list of the following, in each case to the extent necessary to the Use of the Purchased Intellectual Property in the same manner as Used by Seller as of the date hereof and immediately prior to the Closing: (i) any part of the Purchased Intellectual Property (including all software, firmware and middleware contained therein) by name or description that is Public Software or that is derived from in any manner (in whole or in part) or that links to, includes, forms any part of, relies on, is distributed with, incorporates or contains any Public Software; (ii) the Open License Terms applicable to each such part of such Purchased Intellectual Property and Public Software and the Open License Terms or a reference to where the Open License Terms may be found (e.g., a link to a site that has the applicable Open License Terms); (iii) whether such Public Software has been distributed by Seller or only used internally; (iv) whether Seller has modified any such Public Software; and (v) a complete and accurate statement of how Public Software is linked to or with or used within such part of such Purchased Intellectual Property (e.g., dynamically, statically, etc.) and with what portion of such Purchased Intellectual Property the Public Software is linked or used. Except as set forth in Section 3.9(d) of the Seller Disclosure Schedule, no Public Software was or is used in connection with the development of any Purchased Intellectual Property. Except as set forth in Section 3.9(d) of the Seller Disclosure Schedule, no Public Software has been distributed by the Seller Group in connection with the Purchased Intellectual Property. If and to the extent that Public Software is linked to or with or used within any part of the Purchased Intellectual Property, except as set forth in Section 3.9(d) of the Seller Disclosure Schedule, the Applicable Open License Terms do not require, as a condition of such linking or use, that Purchased Intellectual Property or parts thereof be (A) disclosed or distributed in source code form under Open License Terms, (B) licensed for the purpose of making derivative works, or (C) redistributable at no charge. Seller is in material compliance with all Open License Terms applicable to any Public Software license to or used by Seller, and has not received any written notice alleging any violation or breach of any Open License Terms, or, to Seller’s Knowledge, any credible oral communication to that effect. To Seller’s Knowledge, none of the inventions claimed in any of the Patents subject to the Patent Portfolio License Agreement are practiced by any of the software described in Section 3.9(d) of the Seller Disclosure Schedule and to Seller’s Knowledge, none of the inventions claimed in any of the Patents subject to the Patent Portfolio License Agreement are practiced by or infringed by any other software that is Public Software. Section 3.9(d) of the Seller Disclosure Schedule sets forth a true, correct and complete list of, to the extent relating to the Purchased Intellectual Property, all software used, reproduced, modified or distributed by Seller that is a commercial version of software that is also available as Public Software. None of Seller nor any other member of the Seller Group is in material breach of any Open License Terms applicable to any Purchased Intellectual Property.

(e) No Third-Party Rights in Intellectual Property. Except as set forth in Section 3.9(e) of the Seller Disclosure Schedule:

(i) No Joint Ownership. Neither Seller nor any other member of the Seller Group jointly owns or claims any right, title or interest with any other Person in or to any Purchased Intellectual Property.

(ii) No Employee Ownership. No current or former officer, manager, director, stockholder, member, employee, employed Person (including interns), consultant, or independent contractor of Seller or any other member of the Seller Group has any right, title or interest in, to or under any Purchased Intellectual Property that has not been either (A) irrevocably assigned or transferred to Seller or (B) where such assignment or transfer is prohibited by Applicable Law, licensed (with the right to grant sublicenses) to Seller under an exclusive, irrevocable, worldwide, royalty-free or already fully paid and assignable license. Seller has paid all employee inventor and author compensation required by Applicable Law with respect to employee inventor and author compensation and as individually agreed with the respective inventors and authors. The contractual commitments and internal policies adopted by the Seller Group with respect to employee inventor and author compensation have complied with Applicable Laws in all material respects, and the Seller Group has complied with such contractual commitments and internal policies in all material respects.

(iii) No Challenges. To Seller’s Knowledge, no Person has threatened in writing or through a credible oral communication made a claim or demand or challenge, nor is there any pending or, to Seller’s Knowledge, any threatened Action or Legal Proceeding nor to Seller’s Knowledge are there any existing facts which could give rise to any such Action or Legal Proceeding, which would adversely affect Seller’s right, title or interest in, to or under, or right to Use, the Seller Licensed Intellectual Property in the same manner as Used by Seller as of the date hereof and immediately prior to the Closing. Neither Seller nor any other member of the Seller Group has received any written notice or to Seller’s Knowledge, received any communication regarding any such Action or Legal Proceeding.

(iv) No Restrictions. Neither Seller nor any other member of the Seller Group is subject to any Action, Legal Proceeding or outstanding Judgment that restricts in any material respect the Use, transfer or licensing by Seller or other member of the Seller Group of any Seller Intellectual Property or that affects the validity, Use or enforceability of any Seller Intellectual Property.

(v) No Infringement by Other Persons. To Seller’s Knowledge, no Purchased Intellectual Property is being infringed, misappropriated or violated by any Person.

(f) No Infringement by Seller or its Affiliates. Except as disclosed in Section 3.9(f) of the Seller Disclosure Schedule: (i) to Seller’s Knowledge, the conduct of the Business as presently conducted, does not (directly or indirectly) infringe, misappropriate, dilute or unlawfully use the Intellectual Property of any Person and (ii) no Person has asserted in writing or, to Seller’s Knowledge, otherwise directly and overtly threatened in a credible oral communication, and there are no facts that could give rise to an Action, nor has Seller nor any other member of the Seller Group received any written notification or to Seller’s Knowledge, credible oral communication, that the conduct of the Business, any Purchased Intellectual Property infringes (directly or indirectly), misappropriates, dilutes or unlawfully uses any Person’s Intellectual Property. Except as disclosed in Section 3.9(f) of the Disclosure Schedule, in connection with the Purchased Intellectual Property and Technology Packages, no Person has notified Seller nor any other member of the Seller Group in writing or, to Seller’s Knowledge, otherwise directly and overtly threatened in a credible oral communication that Seller or any other member of the Seller Group requires a license to use such Person’s Intellectual Property in connection with the Purchased Intellectual Property or Technology Packages, and neither Seller nor any other member of the Seller Group has received any unsolicited written offer to license any such Person’s Intellectual Property. Neither Seller nor any other member of the Seller Group has obtained any non-infringement, freedom to operate, clearances or invalidity opinions from counsel (inside or outside counsel) regarding the Business, any Purchased Intellectual Property or any Technology Package.

(g) Employee and Contractor Agreements.

(i) All current and former employees, employed Persons (including interns), consultants and independent contractors of Seller or any other member of the Seller Group who created, developed or contributed in any manner to the creation or development of any Purchased Intellectual Property have executed and delivered to the applicable Seller Group member a valid, binding, enforceable written agreement (containing no exceptions to or exclusions from the scope of its coverage) (A) regarding the protection of proprietary information and (B) the irrevocable assignment to the applicable Seller Group member of such Purchased Intellectual Property, or where any such assignment is not permitted under any Applicable Law, and subject to Applicable Law regarding Moral Rights, the granting to a Seller Group member of an irrevocable, exclusive, worldwide, royalty-free or already fully paid, transferrable and sublicensable license and usage rights to fully exploit, use and practice such non-assignable Purchased Intellectual Property. Copies of each such Contract signed by such employees, employed Persons (including interns), consultants and independent contractors have been provided to Purchaser. None of such current or former employees, employed Persons (including interns), consultants and independent contractors of Seller or any other member of the Seller Group is entitled to any royalties, compensation or future payments of any kind with respect thereto.

(ii) To the Knowledge of Seller, no current or former employee, employed Person (including interns), consultant or independent contractor is in material violation of any term of any Contract between such Person and the Seller. Section 3.9(g) of the Seller Disclosure Schedule sets forth a true, correct and complete list of all consultants and independent contractors retained by Seller and/or any other member of the Seller Group in connection with the conception, reduction to practice, creation, derivation, development, or making of the Purchased Intellectual Property. For clarity, the representations and warranties in this Section 3.9(g)(i) shall not limit the scope of the representations and warranties of Seller in Section 3.9(b)(i).

(iii) Moral Rights. Without prejudice to the application of all legal rules under which Seller or any other member of the Seller Group is the legal owner of Moral Rights (such as for collective Works) and to the extent permitted by Applicable Law, all current and former employees, employed Persons (including interns), consultants and independent contractors of Seller or any other member of the Seller Group who authored any Work in the Purchased Intellectual Property that is owned, or purported to be owned, by a Seller Group member, waived their Moral Rights and have agreed to a covenant not to assert their Moral Rights, or such authors otherwise prepared such Work in jurisdictions that do not recognize Moral Rights.

(h) No Release of Source Code. Except as set forth on Section 3.9(h) of the Seller Disclosure Schedule, Seller has not disclosed, deposited, delivered or licensed to any Person, agreed to disclose, deposit, deliver or license to any Person, or permitted the disclosure or delivery to any escrow agent or other Person, of any Seller Source Code, except for disclosures to employees, employed Persons (including interns), consultants and independent contractors under binding written agreements that prohibit use or disclosure except in the performances of services for Seller (collectively, “Source Code Disclosure”). No event has occurred, and no circumstance or condition exists (including the consummation of the transactions contemplated by this Agreement, that (with or without notice or lapse of time) will, or could reasonably be expected to, result in the release, disclosure or delivery to any Person of any Seller Source Code, except as provided in the preceding sentence. Section 3.9(h) of the Seller Disclosure Schedule sets forth a true, complete and correct list of all Contracts pursuant to which Source Code Disclosure has occurred, a description of the nature of such Source Code Disclosure, a description of the Seller Source Code that is subject to the Source Code Disclosure, and the conditions upon which such Seller Source Code could be released, disclosed or delivered. In no event is any beneficiary entitled to the release of Seller Source Code permitted to convey, license, sublicense, or otherwise alienate such Seller Source Code.

(i) No Viruses in Technology. No Technology Package includes any “back door,” “time bomb,” “Trojan horse,” “worm,” “malware,” “malicious code,” “drop dead device,” “virus” or other software routines or hardware components designed to permit unauthorized access or to unlawfully disable or erase software, hardware or data (“Viruses”). Seller has taken all steps reasonably necessary to prevent the introduction of Viruses into the Technology Packages.

(j) No Standards Bodies. None of the Purchased Intellectual Property is subject to any obligation to be licensed to Third Parties as a result of Seller or any other member of the Seller Group (or to the Knowledge of Seller the prior owner of any Purchased Intellectual Property) being a member or promoter of, or a contributor to any patent pool, industry standards body, standard setting organization, industry or other trade association or similar organization. Neither Seller nor any other member of the Seller Group is now nor has ever been, and to the Knowledge of Seller, no prior owner of any Purchased Intellectual Property was, a member or promoter of, or a contributor to or made any commitments or agreements regarding any patent pool, industry standards body, standard setting organization, industry or other trade association or similar organization, in each case that requires or obligates a Seller Group member (or the prior owner of Purchased Intellectual Property) to grant or offer to any other Person any license or other right to any Purchased Intellectual Property.

(k) Transferability of Intellectual Property. Except as disclosed in Section 3.9(k) of the Seller Disclosure Schedule (Permitted Encumbrances), all Purchased Intellectual Property is fully transferable and alienable by Seller without restriction and without obligation to make further payment of any kind to any other Person (to the extent permitted by Applicable Law for Moral Rights). The execution, delivery or performance by Seller and the other Seller Group members of this Agreement or any other Transaction Document, the consummation at the Closing of the transactions contemplated by this Agreement or such Transaction Documents and the satisfaction by Seller of any Closing condition set forth herein will not contravene, conflict with or result in any termination of or new or additional limitations on Purchaser’s right, title or interest in or to any Purchased Intellectual Property (except with respect to any act or omission of Purchaser itself), nor will it cause Seller to grant to any other Person any right to or with respect to any Purchased Intellectual Property.

(l) Bugs and Errors. Section 3.9(l) of the Seller Disclosure Schedule set forth a true, correct and complete list that identifies and describes all known bugs, errors and defects in the Technology Packages owned by Seller, or purported to be owned by Seller.

(m) No Government Funding. No funding, facilities, resources or personnel of any Governmental Entity or any university, college, other educational institution, multi-national, bi-national or international organization or research center was used in connection with the development or creation, in whole or in part, any Purchased Intellectual Property (“Government Involvement”). With respect to any Government Involvement set forth on Section 3.9(m) of the Seller Disclosure Schedule, the applicable Seller Group member has complied with the provisions of all Applicable Law and the applicable Contract(s) with respect to such Government Involvement, including protecting Seller Intellectual Property, and providing information and documents to the applicable Governmental Entity, in order to (A) not lose ownership or other rights in or to any Seller Intellectual Property or Technology Package and (B) not grant broader rights or licenses to any Seller Intellectual Property or Technology Package than those rights and licenses required under Applicable Law or those rights and licenses granted under the applicable Contract related to such Government Involvement.

(n) Technology Packages. Seller has not recalled nor has been required to recall the Monarch2 Product or the Calliope2 Product or any part thereof.

3.10 Privacy and Personal Data.

(a) Each Seller Entity’s Processing of the Personal Data of Identified Employees conforms, and has conformed since January 1, 2021, in all material respects with, any Privacy Policies and Privacy Laws applicable to such Processing.

(b) To Seller’s Knowledge, no Personal Data associated with the Identified Employees has been impacted by a Personal Data Breach. To the Knowledge of Seller, there has been no unauthorized or illegal Processing of any such Personal Data. No Personal Data Breaches or security incidents have needed to be or have been notified to any applicable Governmental Entity, Supervisory Authority or Identified Employee, concerning the Personal Data of an Identified Employee.

(c) No member of the Seller Group has received any written notice or credible oral communication of any circumstance that would reasonably be expected to give rise to any Action or Legal Proceeding, notice, communication, court order, warrant, complaint, demand, regulatory opinion, audit result, or allegation, from a Governmental Entity or Supervisory Authority, with respect to the Personal Data of Identified Employees: (i) alleging or confirming non-compliance with a requirement of Privacy Laws or Privacy Policies, (ii) requiring or requesting a Seller Group member to cease Processing or take any action regarding Personal Data in the possession, control, or custody of a Seller Group member concerning an Identified Employee, or (iii) claiming compensation from a Seller Group member. No Seller Entity has been involved in any Actions or Legal Proceedings involving a material breach or alleged breach of Privacy Laws or Privacy Policies with respect to the Personal Data of Identified Employees.

3.11 Material Contracts.

(a) Section 3.11(a) of the Seller Disclosure Schedule sets forth a true, correct and complete list of all Contracts as of the date of this Agreement (the “Material Contracts”) of the following types to which (x) any member of the Seller Group is a party with respect to, or that is used in connection with, the ownership or use of the Purchased Assets or the Intellectual Property subject to the Patent Portfolio License Agreement or the 5G License Agreement or (y) any of the Purchased Assets or the Intellectual Property subject to the Patent Portfolio License Agreement or the 5G License Agreement are subject:

(i) under which (A) an Encumbrance (other than a Permitted Encumbrance) is granted on any Purchased Asset or any Intellectual Property subject to the Patent Portfolio License Agreement or the 5G License Agreement or (B) any Purchased Asset or any Intellectual Property subject to the Patent Portfolio License Agreement or the 5G License Agreement is sold or any preferential rights to purchase any Purchased Asset or any Intellectual Property subject to the Patent Portfolio License Agreement or the 5G License Agreement is granted;

(ii) reflecting a settlement of any threatened or pending Action or Legal Proceeding containing continuing obligations or restrictions on the Purchased Assets or the Intellectual Property subject to the Patent Portfolio License Agreement or the 5G License Agreement, in each case, from and following the Closing; and

(iii) the Seller Outbound Licenses and the Seller Inbound Licenses.

(b) Seller has made available to Purchaser copies of all Material Contracts. With respect to each Material Contract: (i) such Material Contract is legal, valid, binding and enforceable and in full force and effect with respect to Seller or the Seller Group member party thereto, and, to the Knowledge of Seller, is legal, valid, binding, enforceable and is in full force and effect with respect to each other party thereto, in either case subject to the Enforceability Exceptions; and (ii) none of Seller nor any other member of the Seller Group or, to the Knowledge of Seller, any other party is in breach or default thereunder. Neither Seller nor any other member of the Seller Group is party to any oral Contract related to the Purchased Assets. No member of the Seller Group has received any written or, to the Knowledge of Seller, oral notice of any material violation of, or the cancellation, termination, modification or acceleration of any Material Contract.

3.12 Absence of Certain Changes. Except as set forth on Section 3.12 of the Seller Disclosure Schedule, from January 1, 2024 to the date of this Agreement, (a) no Seller Material Adverse Effect has occurred, (b) the Purchased Assets have been owned and used, in all material respects, in the ordinary course of business consistent with past practice, and (c) no Seller Group member has taken any action or failed to take any action that, if taken or not taken, as the case may be, after the date of this Agreement without the consent of Purchaser, would constitute a breach of the covenants set forth in Section 5.

3.13 Title to Purchased Assets. The Seller Entities have good, valid and marketable title to all of the tangible Purchased Assets, free and clear of all Encumbrances (other than Permitted Encumbrances).

3.14 Taxes.

(a) Each Seller Entity has prepared and timely filed (taking into account valid extensions of the applicable due date) all Tax Returns with respect to the Purchased Assets for any period ending on or before the date hereof, and such Tax Returns are true and correct in all material respects and have been completed in accordance with Applicable Law. All Taxes due and owing with respect to such Tax Returns, pursuant to a tax sharing agreement or similar contract or otherwise in connection with the Purchased Assets and required to have been paid on or before the Closing Date have been timely paid in full to the appropriate Governmental Entity, Tax authority or other applicable Person.

(b) To the extent any Taxes relate to the Purchased Assets, each Seller Entity has (i) timely and fully withheld from its employees, independent contractors, customers, stockholders and other Persons from whom it is required to withhold Taxes in compliance with all Applicable Law, and (ii) timely paid all amounts so withheld to the appropriate Governmental Entity or Tax authority that are required to be paid on or before the Closing Date.

(c) There is no (and immediately following the Closing there will not be) unpaid Tax with respect to any period ending on or before the Closing Date (i) which constitutes an Encumbrance upon any of the Purchased Assets or (ii) for which Purchaser or any other Purchaser Entity would be liable under Applicable Law by reason of having acquired the Purchased Assets from Seller pursuant to this Agreement.

(d) Each Seller Entity (i) collected and remitted to the appropriate Governmental Entity or Tax authority all sales and use, value added, goods and services or similar Taxes required to have been collected with respect to the Purchased Assets, (ii) has complied with its obligations to register for the purposes of VAT, (iii) qualifies as entrepreneur or professional for VAT purposes, and therefore, is a taxpayer under Tax legislation relating to VAT, and (iv) has complied in all material respects with its obligations relating to VAT in respect of the Purchased Assets. Seller has given, obtained and kept up to date records, invoices and other documents to comply in all material respects with Tax legislation relating to VAT in respect of the Purchased Assets.

3.15 Employee Benefit Plans

(a) Section 3.15(a) of the Seller Disclosure Schedule sets forth a true, correct and complete list of any plan, program, policy, practice, contract, agreement or other arrangement providing for compensation, employment, severance, termination pay, notice of termination, deferred compensation, performance awards, commissions, bonus, incentive compensation, change in control, golden parachute, retention, performance, stock or stock-related options or awards, pension, retirement benefits, profit-sharing, savings, disability benefits, medical insurance, dental insurance, health insurance, life insurance, death benefit, other insurance, welfare benefits, tuition, company car, telephone, internet access, sick leave, maternity, paternity or family leave, vacation, holiday pay, workers’ compensation, fringe benefits or other employee benefits or remuneration of any kind, whether written, unwritten or otherwise, funded or unfunded, qualified or nonqualified, registered or non-registered, government-mandated or not, which is or has been maintained, contributed to, or required to be contributed to, by Seller or the Seller Group, or under or with respect to which Seller, the Seller Group, or their ERISA Affiliates has any current or contingent Liability for the benefit of any Identified Employee or any dependent or beneficiary of any Identified Employee (collectively, the “Seller Employee Plans”). Each Seller Employee Plan (i) has been maintained in all material respects in accordance with all Applicable Laws and with its terms and (ii) is fully funded to the extent required by the Seller Employee Plan or Applicable Law. Seller has made available to Purchaser the following with respect to each Seller Employee Plan required to be listed on Section 3.15(a) of the Seller Disclosure Schedule, if applicable: (i) a copy of the applicable Seller Employee Plan (or, in the case of any such Seller Employee Plan that is unwritten, a description of the material terms thereof) and its related trust instrument or other funding vehicle, including any material amendment thereto; (ii) a copy of the summary plan description or summary of each such Seller Employee Plan, in each case as in effect on the date of this Agreement; and (iii) the most recent actuarial report and financial report.

(b) All of the Seller Employee Plans, and all contributions to and payments from such Seller Employee Plans, are and have been timely made, established, registered, qualified (if applicable), invested and administered, in accordance with all Applicable Laws applicable to the Seller Employee Plans and in accordance with their terms and the terms of agreements between Seller and the applicable employees.

(c) No Seller Employee Plan provides, or reflects or represents any liability to provide, post-termination or retiree life insurance, health or other employee welfare benefits to any Person for any reason, except as may be required by Applicable Law, and neither Seller nor any other member of the Seller Group has represented, promised or contracted (whether in oral or written form) to any Identified Employee or his or her dependents (either individually or to employees as a group) that such Identified Employee or his or her dependents would be provided with life insurance, health or other employee welfare benefits, except to the extent required by the Seller Employee Plan or Applicable Law.

(d) Except as set forth on Section 3.15(d) of the Seller Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (alone or in combination with any other event such as a termination of employment or service) or any termination of employment or service in accordance with this Agreement at Closing will (i) result in any payment (including severance, golden parachute, bonus or otherwise) becoming due to any Identified Employee, (ii) result in any forgiveness of Indebtedness owed to or by any Identified Employee, (iii) increase any benefits otherwise payable by Seller or any other member of the Seller Group to any Identified Employee, (iv) result in the acceleration of the time of payment or vesting of any such benefits, or (v) result in the requirement to pay any tax “gross-up” or similar “make-whole” payments to any Identified Employee.

(e) Each Seller Employee Plan (i) that intends to be tax-qualified under the Code or otherwise tax-favored under Applicable Law relating to such tax-qualified and tax-favored status, satisfies the requirements under Applicable Law, and (ii) if required to be registered or approved by a Governmental Entity, has been registered or approved and has been maintained in good standing with applicable regulatory authorities, and to Seller’s Knowledge, no event has occurred since the date of the most recent approval or application therefor relating to any Seller Employee Plan that could reasonably be expected to adversely affect any such approval or good standing.

(f) There are no actions, investigations or audits that have been instituted, threatened in writing or, to Seller’s Knowledge, anticipated, by any Governmental Entity related to any Identified Employee against any Seller Employee Plan, the assets of or any trust under any such Seller Employee Plan or the plan sponsor, the plan administrator or any fiduciary of any such Seller Employee Plan (other than routine benefit claims).

(g) With respect to Seller, the Seller Group, or any of their ERISA Affiliates, there does not exist, and to Seller’s Knowledge, nor do any circumstances exist, that would reasonably be expected to result in, any Controlled Group Liability that could reasonably be expected to result in any Liability, at or after the Closing, to Purchaser or any of its ERISA Affiliates. With respect to Seller or any of its Affiliates, there does not exist, nor do any circumstances exist that would reasonably be expected to result in, any Controlled Group Liability that would reasonably be expected to result in any Liability, at or after the Closing, to Purchaser or any of its ERISA Affiliates.

(h) No Seller Employee Plan is or has been an “employee benefit plan” under Section 3(3) of ERISA or otherwise governed by U.S. Applicable Law. Seller does not participate in nor has ever participated in a scheme that provides defined benefits or benefits other than money purchase benefits.

(i) Except as set forth on Section 3.15(i) of the Seller Disclosure Schedule, no Seller Employee Plan is a defined benefit plan (in respect to the Identified Employees, as defined under similar legislation under local Laws to ERISA) seniority premium, termination indemnity, provident fund, gratuity or similar plan or arrangement or has any unfunded or underfunded liabilities and no Identified Employee has or will gain rights equivalent to those under such plan or arrangement (other than as provided under a Seller Employee Plan) by operation of law.

3.16 Employee Matters.

(a) Section 3.16(a) of the Seller Disclosure Schedule sets forth a true, correct and complete list of the following: (i) for each Identified Employee, each such Person’s name (anonymized where required by Applicable Law), position, salary or hourly wage and annual remuneration, incentive compensation, full-time or part-time status, whether such individual is presently on a leave of absence (including the basis for such leave and the anticipated return to work date), average scheduled hours per week, business location, holiday entitlement, the basis on which holiday pay is calculated, accrued but unused vacation, pension entitlement, fringe benefits, notice or severance entitlements, and accrued but unpaid incentive bonuses for the current fiscal year; and (ii) for each Identified Contractor, each such Person’s name, contract rate or other compensation, location of services provided, the nature of the services provided, the length of the engagement, notice period requirement for termination of the relationship, and whether the engagement has been terminated by written notice by either party.

(b) Each Seller Entity, is, and at all times has been, in compliance in all material respects with all Applicable Laws and with any order, ruling, decree, judgment or arbitration award of any Governmental Entity respecting employment, employment practices and terms and conditions of employment, including Transfer Regulations, holiday pay, classification of workers as employees and independent contractors, the classification of workers as exempt and non-exempt employees, recruiting, hiring, mandatory hiring, retaining and documenting prospective employees, immigration, non-discrimination, employee benefits, welfare, insurance, wage differences, equal opportunity, labor relations, collective bargaining, occupational safety and health, working conditions, training and instruction, right to be reinstated or hired, the payment of compensation, minimum wages, hours, and/or overtime, compensation for breaks, meal periods, periods before and after work, and other periods at or away from work, recordkeeping, protection of personal data, right to work, severance, the payment of social security and other Taxes, harassment, retaliation, reasonable accommodation, disability rights or benefits, child labor, workers’ compensation, compensation for damages, family and medical leave, employee leave, remuneration for inventions, unemployment insurance, and any and all other matters involving employment or engagement and in each case, with respect to the Identified Employees or the Identified Contractors: (i) has withheld and reported all amounts required by Applicable Law or by agreement to be withheld and reported with respect to wages, salaries and other payments, (ii) is not liable for any arrears of wages, severance pay, holiday pay, other compensation or any Taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for any Identified Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There is no current claim, complaint, or grievance (or threat of a claim, complaint or grievance) against any Seller Entity arising out of, or relating to, the employment or engagement of any Identified Employee or Identified Contractor (or any facts or circumstances which could give rise to such a claim, complaint or grievance). There are, and since January 1, 2021 there have been, no disciplinary proceedings or appeals pending in respect of any Identified Employee.

(c) No Seller Entity is a party to or bound by any collective bargaining agreement, works council, union contract or similar agreement except as set forth on Section 3.15(c) of the Seller Disclosure Schedule, nor is such Seller Entity currently conducting negotiations with any labor union or employee association, nor has such Seller Entity experienced any strikes, grievances, slowdowns, work stoppages, unfair labor practices claims, charges, demands, complaints or other employee or labor disputes with respect to any Identified Employees. No Seller Entity has breached or otherwise failed to comply with the provisions of any collective bargaining, union contract, works council agreement, or similar agreement and there are no grievances, claims, demands or complaints outstanding against such Seller Entity under any such agreement or contract. There is no organizational effort presently being made or threatened in writing or to Seller’s Knowledge, anticipated, by or on behalf of any labor union with respect to any Identified Employees. No Seller Entity has engaged in any unfair labor practice or violated any Applicable Laws related to employment matters with respect to any Identified Employees and there are no unfair labor practice complaints or charges pending, unresolved, threatened in writing, or to Seller’s Knowledge, anticipated arbitration, trial, hearing or other Action, Legal Proceeding or adjudication of any kind against such Seller Entity. Prior to the Closing, the Seller Entities shall ensure that all required notices have been or will be provided to any unions, works council, or other labor organizations representing any Identified Employees.

(d) Seller has provided to Purchaser true, correct and complete copies of (i) all written Contracts with any member of the Seller Group for employment or consulting and all severance arrangements with the Identified Employees (redacted where required by Applicable Law) (and if unwritten, the material terms) and (ii) all agreements with any member of the Seller Group and with the Identified Employees containing non-competition, non-solicitation, confidentiality or assignment of Intellectual Property provisions (redacted where required by Applicable Law). Except as disclosed on Section 3.16(d) of the Seller Disclosure Schedule, neither Seller nor any of its other Seller Group members is a party to any employment agreement or offer letter with any Identified Employees, and there is no agreement between Seller or any Identified Employees for the employment of such Identified Employees which cannot be terminated under Applicable Law and/or upon providing only the minimum entitlements under applicable employment standards legislation on the termination or severance of the Identified Employee’s employment for which Purchaser or its Affiliate would be liable after the Closing. There is no claim or investigation pending or threatened in writing, or, to the Knowledge of Seller, claim or investigation anticipated by any Governmental Entity or third party with respect to any Identified Employees. To the Knowledge of Seller, none of its Identified Employees is subject to or in violation of a patent disclosure agreement, non-competition, confidentiality agreement, or other restrictive covenant agreement with any Third Party that currently restricts such employee’s activities on behalf of Seller or any of its other Seller Group members.

(e) There are no employees or other service providers other than the Identified Employees who will become employees or service providers of Purchaser or its Affiliates by reason of the consummation of the transactions under this Agreement. The Transfer Regulations do not apply to the transactions contemplated by this Agreement, including the engagement of any Identified Employee by Purchaser or its Affiliates in any applicable jurisdiction. No current or former employee, service provider, consultant, interim worker (i) can request the recognition and/or the transfer of their employment contract, in full or in part, to Purchaser or its Affiliates, including in accordance with the Transfer Regulations, Article L.1224-1 of the French labor code or other Applicable Laws or (ii) has any claim, complaint or grievance against Purchaser or its Affiliates regarding the execution, termination, transfer or absence of transfer of their Contract.

(f) No key employee listed on Section 3.16(f) of the Seller Disclosure Schedule (each, a “Key Employee”) has given written notice terminating their contract of employment or is under notice of dismissal from their employment.

(g) There are no schemes or arrangements (whether legally enforceable or not) for payment of retirement, pension, disability or death benefit or similar schemes or arrangements in operation or contemplated in respect of any of the Identified Employees or their dependents, or Persons formerly employed or engaged in the Business or their dependents, under which Purchaser or any of its Affiliates or any part of them may become liable to make payments or to provide equivalent benefits.

(h) Neither Seller nor any other member of the Seller Group has any legal obligation to make any payment to any Identified Employee on termination by reason of redundancy in excess of the statutory redundancy payment and no Seller Group member operates, or since January 1, 2021 operated, a custom or practice of paying any enhanced benefits on termination (including, without limitation, any enhanced redundancy payments).

(i) There are no Identified Employees who perform services in the U.S. related to the Business.

3.17 Solvency. Immediately after giving effect to the consummation of the Acquisition, on and after the Closing Date: (a) the Seller Group and each member of the Seller Group will be able to pay the applicable Retained Liabilities as they become due; (b) the Excluded Assets (calculated at fair market value plus cash resulting from the portion of the Purchase Price paid at Closing) will exceed the Retained Liabilities; (c) Seller and each other member of the Seller Group will be able to pay all of their existing and future liabilities (including costs of potential solvent liquidation) as they become due and (d) taking into account all pending and threatened in writing litigation, final judgments against any Seller Group member in those Actions pending or threatened in writing for money damages are not reasonably anticipated to be rendered at a time when, or in amounts such that, such Seller Group member will be unable to satisfy any such judgments promptly in accordance with their terms (taking into account the maximum probable amount of such judgments in any such Actions and the earliest reasonable time at which such judgments might be rendered) as well as all other obligations of such Seller Group member.

3.18 Absence of Cessation of Payments. Neither Seller nor any other member of the Seller Group is in a state of cessation of payments (état de cessation des paiements) under article L.631-1 of the French commercial code on the date of this Agreement, and immediately after giving effect to the consummation of the Acquisition, neither Seller nor any other member of the Seller Group is in a state of cessation of payments (état de cessation des paiements) under article L.631-1 of the French commercial code on the Closing Date. This Agreement has been construed in a manner such that this Agreement is and will remain beneficial to the interests of Seller and all other members of the Seller Group.

3.19 Preservation of Seller Interests; Sustainable Continuation of Business. This Agreement has been construed in a manner such that this Agreement is and will remain beneficial to the interests of Seller and all other members of the Seller Group. Seller and each other member of the Seller Group are, and will remain following the Closing, in a position to continue their business activities in a sustainable manner (poursuite d’une activité pérenne).

3.20 Brokers and Other Advisors. Except as set forth in Section 3.20 of the Seller Disclosure Schedule, neither Seller, any other member of the Seller Group nor any Person acting on behalf of Seller or any other member of the Seller Group has agreed to pay to any broker, finder, investment banker or any other Person, a brokerage, finder’s or other fee or commission in connection with this Agreement or any matter related hereto, nor has any broker, finder, investment banker or any other Person taken any action on which a claim for any such payment could be based.

3.21 No Other Representations or Warranties. Notwithstanding any provision of this Agreement to the contrary, except for the representations and warranties made by Seller in this Section 3 or by Seller or any of its Affiliates in any other Transaction Document, none of Seller, Seller Group or any other Person has made or is making any express or implied representation or warranty with respect to Seller, Seller Group, the Purchased Assets, the Assumed Liabilities, or any of their respective businesses, operations, assets, Liabilities, condition (financial or otherwise) or prospects (including as to the accuracy or completeness of any information provided to Purchaser), notwithstanding the delivery or disclosure to Purchaser or any of its Representatives or Affiliates, of any documentation, forecasts, projections, plans or other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, except for the representations and warranties made by Seller in Sections 3.17 and 3.19, none of Seller, Seller Group or any other Person has made or is making any representation or warranty with respect to any projections, estimates or budgets delivered to or made available to Purchaser of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller and/or Seller Group, or the future business and operations of Seller and/or Seller Group. Except for the representations and warranties made by Seller in this Section 3 or by Seller or any of its Affiliates in any other Transaction Document, all other representations and warranties, whether express or implied, including those resulting from Applicable Laws, are expressly disclaimed by Seller, to the fullest extent permitted by Applicable Laws.

4. Representations and Warranties of Purchaser. Purchaser represents and warrants to Seller as of the date of this Agreement and as of the Closing Date (unless such other date is specified within such Section below) that:

4.1 Organization, Standing and Power. Each Purchaser Entity is duly organized, incorporated or formed, as applicable, validly existing and (where such concept is applicable) in good standing (or the equivalent thereof) under the Applicable Laws of its jurisdiction of organization, incorporation or formation. Each Purchaser Entity has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and is duly qualified to do business and is in good standing as a foreign corporation or other legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing, or to have such power or authority, would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect.

4.2 Authority; Non-Contravention.

(a) Each Purchaser Entity has all requisite corporate or other similar power and authority to enter into this Agreement and each other Transaction Document to which it is or will be a party, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Purchaser Entity of this Agreement and each other Transaction Document to which it is or will be a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized (or, as applicable, will be prior to the Closing with respect to such other Transaction Document) by all necessary corporate or other similar action on the part of such Purchaser Entity. No consent of any securityholder of Purchaser is required in connection with the execution, delivery and performance by Purchaser of this Agreement or any of the other Transaction Documents to which any Purchaser Entity is or will be a party or the consummation of the transactions contemplated hereby or thereby.

(b) This Agreement has been duly and validly executed and delivered by Purchaser, and each other Transaction Document to which a Purchaser Entity will be a party will be duly and validly executed and delivered by such Purchaser Entity, and, assuming the due authorization, execution and delivery by Seller and the other Seller Entities party thereto, constitute the legal, valid and binding obligations of each Purchaser Entity party thereto enforceable against such Purchaser Entity in accordance with their respective terms, except that such enforceability may be limited by the Enforceability Exceptions.

(c) The execution and delivery of this Agreement by Purchaser does not, and the execution and delivery of each other Transaction Document by each Purchaser Entity to which such Purchaser Entity will be a party will not, and consummation of the transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any provision of the Organizational Documents of such Purchaser Entity, (ii) contravene, conflict with, or result in the violation of, breach or default under (with or without notice or lapse of time or both) any term or provision of, result in the loss of any benefit under, or otherwise require consent or notice under or result in a right of termination, cancellation, acceleration or modification of, or trigger a right of first refusal, right of first offer or right of first negotiation under, any Contract to which such Purchaser Entity is a party or by which any of its respective assets are bound, or (iii) conflict with or violate in any respect any Applicable Law or Judgment applicable to or binding on such Purchaser Entity or its respective properties or assets; except, in the case of clauses (ii) and (iii), as would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect.

4.3 Governmental Authorization. Except (a) as set forth on Section 4.3 of the Seller Disclosure Schedule and (b) for Form 8-K filings as well as any other consents, approvals, orders or authorizations, registrations, declarations or filings as required under the Exchange Act, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required in connection with the execution and delivery by each Purchaser Entity of the Transaction Documents to which it is or will be a party, the performance by such Purchaser Entity of the applicable transactions contemplated hereby or thereby or the consummation of the transactions contemplated hereby or thereby, except for such consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect.

4.4 Proceedings. Except as would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect, there is no (a) pending or, to Purchaser’s knowledge, threatened in writing, Legal Proceeding against any Purchaser Entity, or (b) Judgment imposed upon or affecting any Purchaser Entity.

4.5 Sufficiency of Funds. Purchaser shall, at the Closing, have sufficient cash on hand or other sources of immediately available funds to enable Purchaser to consummate the transactions contemplated by this Agreement. The origin of such funds will not breach any anti-corruption or anti-money laundering Applicable Laws.

4.6 Brokers and Other Advisors. Neither Purchaser, any other member of the Purchaser Group nor any Person acting on behalf of the Purchaser or any other member of the Purchaser Group has agreed to pay to any broker, finder, investment banker or any other Person, a brokerage, finder’s or other fee or commission in connection with this Agreement or any matter related hereto, nor has any broker, finder, investment banker or any other Person taken any action on which a claim for any such payment could be based.

4.7 No Other Representations or Warranties. Notwithstanding any provision of this Agreement to the contrary, except for the representations and warranties made by Purchaser in this Section 4 or by Purchaser or any of its Affiliates in any other Transaction Document, none of Purchaser or any other Person has made or is making any express or implied representation or warranty with respect to Purchaser, Purchaser Group or any of their respective businesses, operations, assets, Liabilities, condition (financial or otherwise) or prospects (including as to the accuracy or completeness of any information provided to Seller), notwithstanding the delivery or disclosure to Seller or any of its Representatives or Affiliates, of any documentation, forecasts, projections, plans or other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, except for the representations and warranties made by Purchaser in Section 4.5, none of Purchaser, Purchaser Group or any other Person has made or is making any representation or warranty with respect to any projections, estimates or budgets delivered to or made available to Seller of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Purchaser and/or Purchaser Group or the future business and operations of Purchaser and/or Purchaser Group. Except for the representations and warranties made by Purchaser in this Section 4 or by Purchaser or any of its Affiliates in any other Transaction Document, all other representations and warranties, whether express or implied, including those resulting from Applicable Laws, are expressly disclaimed by Purchaser, to the fullest extent permitted by Applicable Laws.

5 Conduct of Business Before the Closing.

5.1 During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with its terms and the Closing (the “Pre-Closing Period”), except (a) as set forth on Schedule 5.1 of the Seller Disclosure Schedule, (b) as expressly permitted by the terms of this Agreement, or (c) as required by Applicable Law, unless Purchaser shall otherwise consent to in writing (which shall not be unreasonably withheld, conditioned or delayed), Seller shall, and shall cause the other members of the Seller Group to, use their reasonable best efforts to (i) continue to own and use the Purchased Assets and to conduct and operate the Business in the ordinary course of business consistent with past practice, (ii) preserve the present goodwill of the Purchased Assets, (iii) not engage in any extraordinary transaction involving Seller or any other member of the Seller Group that would reasonably be expected to materially impact the Purchased Assets, (iv) not engage in any action that would reasonably be expected to impair or impact the rights of Purchaser from and after the Closing under the Patent Portfolio License Agreement or the 5G License Agreement as they relate to any Intellectual Property Used by Seller as of the date of this Agreement and immediately prior to the Closing that will be subject to the Patent Portfolio License Agreement or the 5G License Agreement, (v) not engage in any action that would result in a Source Code Disclosure or the release, disclosure or delivery to any Person of any Seller Source Code, or otherwise permit any Person to convey, license, sublicense, or otherwise alienate any Seller Source Code, and (vi) not engage in any action that would constitute a breach of the Acquired IP License Agreement if the Acquired IP License Agreement were in effect as of the date hereof.

5.2 Without limiting the generality of Section 5.1, during the Pre-Closing Period, except (x) as set forth on Schedule 5.2 of the Seller Disclosure Schedule, (y) as expressly permitted by the terms of this Agreement, or (z) as required by Applicable Law, unless Purchaser shall otherwise consent to in writing (which shall not be unreasonably withheld, conditioned or delayed), Seller shall not, and shall cause the other members of the Seller Group not to, take any of the following actions:

(a) (i) enter into any Contract that would have been a Material Contract if in effect on the date of this Agreement; or (ii) amend, modify, terminate, fail to renew, or waive or grant any right or consent under any provision of (including taking any of the foregoing actions which would result in a reduction or diminution of rights in favor of the Seller Group), any Material Contract or any Contract that would have been a Material Contract if in effect on the date of this Agreement, other than pursuant to any automatic extension or renewal or expiration in accordance with the terms of such Material Contract or Contract; provided that the restrictions imposed by this Section 5.2(a) shall only apply to such Material Contract or Contract which would reasonably be expected to impair or impact (A) Purchaser’s ownership or use of the Purchased Assets or (B) the rights of Purchaser from and after the Closing under the Patent Portfolio License Agreement or the 5G License Agreement as they relate to any Intellectual Property Used by Seller as of the date of this Agreement and immediately prior to the Closing that will be subject to the Patent Portfolio License Agreement or the 5G License Agreement;

(b) sell, lease (or sublease), transfer, license, assign, abandon, cancel or otherwise dispose of or place an Encumbrance (other than a Permitted Encumbrance) upon any of the Purchased Assets or any of the Intellectual Property subject to the Patent Portfolio License Agreement or the 5G License Agreement;

(d) enter into any settlement of any pending or threatened Action containing continuing obligations or restrictions on the Purchased Assets or the Intellectual Property subject to the Patent Portfolio License Agreement or the 5G License Agreement, in each case, from and following the Closing;

(e) (i) amend or terminate any Seller Employee Plan or adopt any plan that would constitute a Seller Employee Plan or collective bargaining agreement or works council with respect to any Identified Employee, (ii) hire any new employee, promote, transfer internally, terminate or otherwise change the employment status or position or otherwise alter the duties and responsibilities of, any Identified Employee, (iii) other than ordinary course annual salary increases, increase the annual compensation level of any Identified Employee or grant any severance arrangements or any unusual or extraordinary bonuses, benefits or other forms of direct or indirect compensation, or (iv) recognize or enter into any agreement with any works council, union, labor organizations, or other employee representative body; or

(f) authorize, commit or agree, in writing or otherwise, to do any of the foregoing;

provided that, in relation to the Intellectual Property subject to the Patent Portfolio License Agreement or the 5G License Agreement, the restrictions imposed by this Section 5.2 shall only apply where such action would reasonably be expected to impair or impact the rights of Purchaser from and after the Closing under the Patent Portfolio License Agreement or the 5G License Agreement as they relate to any Intellectual Property Used by Seller as of the date of this Agreement and immediately prior to the Closing that will be subject to the Patent Portfolio License Agreement or the 5G License Agreement.

6 Additional Agreements.

6.1 Access to Information.

(a) Subject to Applicable Laws and the terms of the Confidentiality Agreement, upon the reasonable request of Purchaser, during the Pre-Closing Period, Seller shall, and shall cause the other members of the Seller Group to, afford Purchaser and its Representatives, reasonable access to (i) the agents, properties, personnel, Contracts and books and records of the Seller Group relating to the Purchased Assets, and (ii) all other information concerning the Business, properties, Identified Employees and Identified Contractors of the Seller Group as Purchaser may reasonably request; provided that (A) all requests from Purchaser or its Representatives shall be directed exclusively to Seller’s chief executive officer or chief financial officer, and (B) Purchaser and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the conduct of the Business; provided further that Seller shall not be required to provide access to or disclose any information if such access or disclosure (I) would result in the waiver of any attorney-client privilege of any member of the Seller Group or violate any Applicable Law or the terms of any Contract to which any member of the Seller Group is a party to, or (II) would reasonably be expected to jeopardize the health and safety of any Representative of the Seller Group, including in light of any pandemic or epidemic, or any protests, riots, demonstrations or public disorders (including any escalation or worsening thereof) or any measures taken by the Seller Group or any Governmental Authority in light of such protests or other public disorders; in each case of clauses (I) and (II), Seller shall use its commercially reasonable efforts to develop an arrangement or make available the applicable information or a portion thereof in a manner that would not violate the foregoing clauses (I) and (II).

(b) No information or knowledge obtained in any investigation pursuant to this Section 6.1 or otherwise shall affect or be deemed to modify any representation or warranty contained herein, the conditions to the obligations of the Parties to consummate the Acquisition or any right of Purchaser Indemnified Persons to indemnification under Section 9.

6.2 Confidentiality. Purchaser acknowledges that the information provided to it by Seller in connection with the Acquisition and the terms and conditions of this Agreement are confidential and subject to that certain Mutual Nondisclosure Agreement, dated March 21, 2024 (the “Confidentiality Agreement”), the terms of which are hereby incorporated herein by reference. Effective upon the Closing, all obligations of Purchaser and its Affiliates under the Confidentiality Agreement with respect to the Purchased Assets and the Assumed Liabilities shall terminate simultaneously with the Closing. Following the Closing, Seller shall, and shall cause its Affiliates, and Seller’s and its Affiliates’ Representatives (a) to, hold in strict confidence any non-public information that is confidential or proprietary to the extent relating to the Purchased Assets or the Assumed Liabilities, unless, (i) upon the written advice of legal counsel, Seller or such Affiliate or Representative is compelled to disclose such information by judicial or administrative process, in which case, only that portion of such information that such counsel advises is legally compelled to be disclosed shall be disclosed; provided that, Seller or such Affiliate or Representative uses commercially reasonable efforts to preserve the confidentiality of such information, including, if requested by Purchaser, by cooperating with Purchaser and its Affiliates to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to such information; or (ii) such information is permitted to be disclosed pursuant to Section 6.3 in accordance with the terms thereof; and (b) not to, use such information for any purpose whatsoever, including to the detriment of Purchaser or disclose such information to any Person.

6.3 Public Disclosure. No Party shall (and each Party shall cause its Affiliates not to) issue any press release or otherwise make any public statement or other public (or non-confidential) disclosure regarding the existence or subject matter of this Agreement, the Acquisition or the other transactions contemplated by this Agreement without the prior written consent of the other Party, except to the extent such disclosure is required by Applicable Law or any listing agreement with any national securities exchange, in which case the Party making such disclosure, where reasonably practicable, shall permit the other Party to review and discuss in advance of such issuance and shall incorporate any reasonable comments from such other Party. Notwithstanding the foregoing, the Seller Group shall be permitted to make such disclosures after the Closing Date as shall be necessary for the Seller Group to own and use the Excluded Assets and to pay, perform and discharge the Retained Liabilities.

6.4 Consents and Approvals

(a) Subject to the terms and conditions set forth in this Agreement, Purchaser and Seller shall use their respective reasonable best efforts to take, or cause to be taken, all actions necessary to effectuate the Acquisition and the other transactions contemplated by this Agreement, including taking all reasonable actions necessary to (i) make any filings and give any notices required to be made and given by such Party in connection with the Acquisition and the other transactions contemplated by this Agreement; and (ii) obtain any consent required to be obtained (pursuant to any Applicable Law or otherwise) by such Party in connection with the Acquisition and the other transactions contemplated by this Agreement. The Parties acknowledge and agree that the actions in this Section 6.4(a) shall not include any requirement of Purchaser or any of its Affiliates to pay money to any Third Party, commence or participate in any litigation, offer or grant any accommodation or undertake any obligation or Liability (in each case financial or otherwise) to any Third Party, other than as specifically provided for in this Section 6.4.

(b) The Parties shall use reasonable best efforts to procure the approval of the French Ministère de l’Economie (the “Foreign Investment Authority”) with respect to the Acquisition in accordance with the Foreign Investment Regulations, by explicit approval, without attaching any conditions or obligations (other than those that are acceptable to Purchaser), as soon as reasonably practicable following the date of this Agreement.

(c) Nothing in this Section 6.4 shall: (i) obligate any Party to make available to the other Party any of its own or its Affiliates’ confidential business information; provided that such information may instead be made available to such other Party’s outside counsel on a confidential lawyer-to-layer basis; and (ii) require Purchaser or any of its Affiliates to give any undertakings to the Foreign Investment Authority, including any undertakings to divest any part of the business or assets of Purchaser or any of its Affiliates, including any of the Purchased Assets; provided that Purchaser agrees to consider in good faith any reasonable conditions or obligations that may be required to obtain the approval from the Foreign Investment Authority.

(d) Seller shall (i) subject to Section 6.4(a)(i), promptly provide to Purchaser all information available to it that is necessary or desirable for the preparation of any filings or submissions to, or responses to requests for information from, the Foreign Investment Authority; and (ii) not, and shall cause each other member of the Seller Group not to, enter into any arrangement or understanding which could reasonably be expected to prejudicially affect, impede or materially delay the procurement of the approval of the Foreign Investment Authority with respect to the Acquisition.

6.5 Notification of Certain Matters. During the Pre-Closing Period, Seller shall provide prompt written notice to Purchaser if any of the following occurs during the Pre-Closing Period: (a) receipt of any notice or other communication in writing from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition or the other transactions contemplated by this Agreement; (b) receipt of any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement; and (c) entry by Seller or any other member of the Seller Group into any Contract that would have been a Seller Inbound License if in effect on the date of this Agreement (a copy of which shall be provided to Purchaser); provided, that, in each case, (i) the delivery of any notice by Seller pursuant to this Section 6.5 shall not constitute an amendment to the Seller Disclosure Schedule, modify any representation or warranty of Seller, cure any breaches thereof or limit or otherwise affect the rights or remedies available hereunder to Purchaser and (ii) the failure of Purchaser to take any action with respect to such notice shall not be deemed a waiver of any breach or breaches to the representations, warranties, covenants or agreements of Seller.

6.6 Expenses. Whether or not the Acquisition is consummated, except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such expense.

6.7 Employee Matters.

(a) The Parties have discussed and established in good faith a list of Identified Employees based on objective criteria (including the principle of non-discrimination in accordance with articles 1132-1 et seq. of the French labor code and equivalent legislation under other Applicable Laws). In connection with the foregoing, (i) Seller shall, and shall cause the other members of the Seller Group to, afford to Purchaser and its Representatives access to (A) the Identified Employees’ Contracts and books and records of the Seller Group in relation therewith, and (B) all other information concerning the Identified Employees required to facilitate Purchaser’s offers to the Identified Employees or as Purchaser may otherwise reasonably request; and (ii) Purchaser and its Representatives shall be permitted to conduct individual interviews with the Identified Employees.

(b) Within a reasonable period following the date hereof, Purchaser or its Affiliate shall provide each of the Identified Employees with the Offer Documentation; provided that (i) except as expressly set forth in this Section 6.7 or negotiations with the Works Council, Purchaser and its Affiliates shall not have any obligation to provide such Identified Employees with any defined benefit pension plan or similar defined benefit arrangement, post-termination or retiree medical and welfare benefits, retention, change in control, transaction or similar bonuses, and (ii) such written offer shall be subject to (A) the satisfaction of immigration requirements under Applicable Law, (B) background checks, (C) employment screenings, and (D) Purchaser’s other customary hiring conditions, to the extent permitted by Applicable Law. Seller and Purchaser shall cooperate in good faith and use their commercially reasonable efforts to obtain the consent and agreement of any Identified Employee with respect to his or her employment or engagement with Purchaser or any of its Affiliates and such applicable executed employment or engagement documentation (e.g. an employment agreement); in particular, Purchaser’s offer to each Identified Employee shall be with (x) a base salary or wage rate, as applicable, that is no less favorable than a similarly-situated employee of Purchaser or its Affiliate in the relevant jurisdiction and with other compensation and benefits, in the aggregate, enjoyed by a similarly-situated employee of Purchaser or its Affiliate in the relevant jurisdiction (excluding equity compensation, severance pay and benefits and defined benefit pension plan benefits), and (y) a place of work that is not further than twenty-five (25) kilometers for Identified Employees working in France, and fifty (50) kilometers for Identified Employees working in the United Kingdom, in each case, from such Identified Employee’s current place of work. Seller and its Affiliates shall bear all costs, expenses, obligations and Liabilities relating to the Identified Employees’ participation in any Seller Employee Plan whether incurred, relating to or arising before or after the Closing. The Identified Employees who become Hired Employees as of the Closing shall, effective as of the Closing Date, be considered terminated participants under any applicable Seller Employee Plan and shall cease to accrue benefits thereunder and the Identified Employees who become Hired Employees during the Post-Closing Hired Employee Period shall, effective as of the time such Identified Employee becomes a Hired Employee, be considered terminated participants under any applicable Seller Employee Plan and shall cease to accrue benefits thereunder; in each case, Seller and its Affiliates shall be responsible for all accrued benefits, payments, and other obligations due and owing under the Seller Employee Plans, in accordance with the terms and conditions of such Seller Employee Plan and Applicable Law.

(c) The Parties shall inform each other without undue delay with respect to any Identified Employee refusing Purchaser’s or its Affiliates’ offer and provide each other with all information and correspondence that either Party has with respect to the Identified Employees.

(d) To the extent permitted by Applicable Law, in the event that an Identified Employee to whom an offer of employment is made does not accept Purchaser’s or its Affiliates’ offer of employment, Seller and its Affiliates shall cause such Identified Employee (i) to be redeployed within the organization of the Seller Group without any Liability to Purchaser or any of its Affiliates or (ii) the employment of such Identified Employee will be terminated. In the event of a termination of service of any of the Identified Employees, Seller and its Affiliates shall bear all costs, expenses, obligations and Liabilities relating to any applicable severance, notice or termination payments payable to such Identified Employees. Purchaser and Seller shall discuss in good faith whether a suitable replacement for the Identified Employee who has not accepted Purchaser’s or its Affiliates’ offer of employment can be found amongst the other employees of the Seller Group.

(e) Seller and its Affiliates shall bear and pay all PTO Liabilities in excess of five (5) weeks in respect of unused vacation time (known as “congés payés” in France) for each Hired Employee by such Hired Employee’s last day of work with Seller or such Affiliate.

6.8 Contractor Matters.

(a) Section 6.8 of the Seller Disclosure Schedule sets forth a list of individuals identified as “Freelance” thereon (the “Individual Identified Contractors”) and the individuals employed by GlobalLogic and/or HSC as identified thereon (the “Other Identified Contractors”, and together the Individual Identified Contractors, the “Identified Contractors”). Seller shall, and shall cause the other members of the Seller Group to afford to Purchaser and its Representatives access to (A) the Identified Contractors’ Contracts and books and records of the Seller Group in relation therewith, and (B) all other information concerning the Identified Contractors required to facilitate Purchaser’s discussions with the Individual Identified Contractors, and GlobalLogic and HSC with respect to the Other Identified Contractors.

(b) Within a reasonable period following the date hereof, Purchaser or its Affiliate shall make their respective commercially reasonable efforts (subject to Purchaser’s customary procurement conditions, to the extent permitted by Applicable Law) to enter into, with effect from the Closing Date, services contracts with GlobalLogic and HSC with respect to the Other Identified Contractors. Seller and Purchaser shall cooperate in good faith and use their commercially reasonable efforts to obtain the consent and agreement of GlobalLogic and HSC with respect to their engagement with Purchaser or any of its Affiliates for the provision of services by the Other Identified Contractors. In particular, (i) Purchaser shall, directly or indirectly, offer to each Other Identified Contractor such scope of work that is substantially similar to that conducted for the Seller Group within the twelve (12) months preceding the Closing, and terms to GlobalLogic and/or HSC that are no less favorable than those offered by Purchaser or its Affiliates to those contractor companies in the relevant jurisdiction, and (ii) the Seller Group shall accept that the Other Identified Contractors are allocated by GlobalLogic or HSC, as applicable, to Purchaser and its Affiliates. Purchaser and Seller shall discuss in good faith whether a suitable replacement can be found for those Other Identified Contractors whom GlobalLogic or HSC has been unable to allocate to Purchaser and its Affiliates.

(c) Each Individual Identified Contractor shall be provided with Offer Documentation and shall be deemed an Identified Employee for purposes of Sections 6.7(b) through 6.7(d).

6.9 Tax Matters.

(a) Notwithstanding anything herein to the contrary, Purchaser (or, as applicable, the Purchaser Entity) shall be liable for and pay, and agrees to indemnify and hold harmless Seller from and against, any and all real property transfer Taxes, value added Taxes, sales Taxes, use Taxes, stamp Taxes, goods and services Taxes, stock transfer Taxes or other similar Taxes (including penalties and interest) imposed on the Acquisition and the other transactions contemplated by this Agreement (collectively, “Transfer Taxes”). The party responsible under Applicable Law for submitting payment of such Transfer Taxes to the applicable Tax authority shall file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes. If required by Applicable Law, Purchaser or Seller shall join in the execution of any such Tax Returns and other documentation. Purchaser and Seller shall cooperate to minimize or avoid any Transfer Taxes that might be imposed, to the extent permitted by Law.

(b) Purchaser (or other applicable Purchaser Entity) agrees to pay Seller for the Taxes for which Purchaser Group is liable pursuant to Section 6.9(b), but which are payable with respect to any Tax Return to be filed by Seller or any of its Affiliates pursuant to Applicable Law promptly upon the written request of Seller setting forth in reasonable detail the computation of the amount owed by Purchaser (or other applicable Purchaser Entity), but in no event earlier than ten (10) Business Days prior to the date of payment for such Taxes.

(c) After the Closing Date, Seller and Purchaser shall (and shall cause their respective Affiliates to) cooperate fully as and to the extent reasonably requested by the other Party in connection with the preparation and filing of any Tax Return, and the defense of any Tax contest, claim, audit, litigation or other proceeding, relating to the Purchased Assets. Purchaser and Seller agree to abide by all record retention requirements of, or record retention agreements entered into with, any Tax authority or required by Applicable Law.

(d) Notwithstanding anything to the contrary in this Agreement, Purchaser shall have full and exclusive control over the content of all third-party communications and filings with respect to Transfer Taxes.

6.10 Certain Transitional Matters.

(a) Seller covenants and agrees that, subsequent to the Closing, Seller shall deliver to Purchaser, promptly after the receipt thereof after the Closing and in the form received, copies of all inquiries, correspondence and other items and materials received by the Seller Group from any Person related to the Purchased Assets or the Assumed Liabilities.

(b) Except as provided in Section 9.9, from and after the Closing Date, Purchaser shall have complete control over the payment, settlement or other disposition of, or any dispute involving any Assumed Liabilities, and Purchaser shall have the right to conduct and control all negotiations and Actions with respect thereto. Seller shall notify Purchaser promptly of any claim received after the Closing Date with respect to any Assumed Liabilities and from and after the Closing Date shall not, except with the prior written consent of Purchaser, voluntarily make any payment of, or settle or offer to settle, or consent to any compromise with respect to, any such Assumed Liabilities. Seller shall, and shall cause the other members of the Seller Group to, cooperate with Purchaser in connection with any negotiations or Actions involving any Assumed Liabilities.

6.11 Other Seller Commitments. Seller agrees to comply with the covenants, and makes the representations and warranties, set forth in Section 6.11 of the Seller Disclosure Schedule.

6.12 Further Assurances; Reconciliation.

(a) On and after the Closing Date, each Party shall, and shall cause its Subsidiaries to, execute and deliver such additional documents, assignments, instruments of transfer, conveyances and assurances and take such further actions as may be reasonably requested by the other Party in order to evidence or consummate the Acquisition or the other transactions contemplated by this Agreement and comply with the terms of this Agreement and the other Transaction Documents (including, for the avoidance of doubt, to perfect, register or record Purchaser’s rights to the Purchased Assets).

(b) In furtherance of Section 6.12(a):

(i) Following the Closing Date, either Purchaser or Seller may notify the other Party of any asset retained by the Seller Group following the Closing Date that such Party reasonably believes should have been transferred to Purchaser under this Agreement as part of the Purchased Assets. If the Parties determine in good faith that such asset was intended to be transferred to Purchaser as part of the Purchased Assets under this Agreement, such asset shall be assigned by Seller or its Affiliate to Purchaser or an Affiliate of Purchaser designated by Purchaser without any additional consideration, and Seller agrees to promptly deliver, or cause to be delivered, any such asset to Purchaser or such Affiliate, as applicable.

(ii) Following the Closing Date, Seller may notify Purchaser of any asset transferred to Purchaser in connection with the transactions contemplated by this Agreement that Seller reasonably believes should have been retained by the Seller Group under this Agreement as part of the Excluded Assets. If the Parties determine in good faith that such asset was intended to be retained by the Seller Group as part of the Excluded Assets under this Agreement, such asset shall be assigned by Purchaser or its Affiliate to Seller or an Affiliate of Seller designated by Seller without any additional consideration, and Purchaser agrees to promptly deliver or cause to be delivered any such asset to Seller or such Affiliate, as applicable.

(iii) To the extent any of the rights, title and interest in and to the Purchased Intellectual Property cannot be assigned, sold or transferred by any member of the Seller Group to Purchaser under Applicable Law, Seller, on behalf of itself and its Subsidiaries, (A) hereby grants to Purchaser, effective on the Closing Date, an exclusive (including with respect to the Seller Group), royalty-free or already fully paid, transferable, irrevocable, worldwide license (with the right to sublicense through multiple tiers of sublicensees) to fully use, practice and exploit those non-assignable rights, title and interest, including the right to make, Use, sell, offer for sale, import, have made, have sold, reproduce, distribute, and modify such Purchased Intellectual Property; and (B) effective on the Closing Date, hereby irrevocably waives and agrees never to assert the non-assignable and non-licensable rights, title and interest against Purchaser, any current or future Affiliate of Purchaser, any of Purchaser’s or its Affiliate’s successors in interest, or any of Purchaser or its Affiliates’ customers.

6.13 Non-Solicitation.

(a) Without the express prior written consent of Purchaser, neither Seller nor any of its Affiliates may, directly or indirectly, at any time during the fifteen (15) month period from and immediately following the Closing Date, (i) solicit for employment or for engagement as a consultant, or entice, induce or attempt to persuade to terminate or significantly reduce his or her employment or consulting relationship with Purchaser or any of its Affiliates, any Hired Employee; or (ii) attempt any of the actions or activities set forth in clause (i); provided, however, that nothing in this Section 6.13(a) shall prevent Seller or any of its Affiliates from (x) conducting generalized employment searches, including placing bona fide public advertisements, that are not specifically targeted at any Hired Employee; or (y) soliciting any Hired Employee if, at the time of such solicitation, such Hired Employee had ceased to be an employee of Purchaser or such Affiliate for at least six (6) months prior to the commencement of such solicitation by Seller or such Affiliate.

(b) Without the express prior written consent of Seller, neither Purchaser nor any of its Affiliates may, directly or indirectly, at any time during the fifteen (15) month period from and immediately following the Closing Date, (i) solicit for employment or for engagement as a consultant, or entice, induce or attempt to persuade to terminate or significantly reduce his or her employment or consulting relationship with Seller or any of its Affiliates, any employee of the Seller Group who is not a Hired Employee (“Seller Covered Person”); or (ii) attempt any of the actions or activities set forth in clause (i); provided, however, that nothing in this Section 6.13(b) shall prevent Purchaser or any of its Affiliates from (x) conducting generalized employment searches, including placing bona fide public advertisements, that are not specifically targeted at any Seller Covered Person; or (y) soliciting any Seller Covered Person if, at the time of such solicitation, such Seller Covered Person had ceased to be an employee of Seller or such Affiliate for at least six (6) months prior to the commencement of such solicitation by Purchaser or such Affiliate.

(c) If, at the time of enforcement of this Section 6.13, a court of competent jurisdiction or arbitrator shall hold that the duration, scope or other restrictions stated herein are invalid, prohibited or unenforceable, each Party agrees, on behalf of itself and its Affiliates, and each Party submits, on behalf of itself and its Affiliates, to the reduction of any or all of said duration, scope or other restriction to such duration, scope or other restriction as said court or arbitrator shall deem reasonable or enforceable under the circumstances. If such partial enforcement is not possible in such jurisdiction, the provision shall be deemed severed as to such jurisdiction and the remaining provisions of this Agreement shall remain in full force and effect.

(d) Seller or Purchaser, as applicable, acknowledges and agrees, on behalf of itself and its Affiliates, that the provisions of this Section 6.13 are reasonable and necessary to protect the interests of Purchaser or Seller, as applicable, that any violation of this Section 6.13 may result in an irreparable injury to Purchaser or Seller, as applicable, and that damages at law may not be reasonable or adequate compensation to Purchaser or Seller, as applicable, for violation of this Section 6.13 and that, in addition to any other available remedies, Purchaser or Seller, as applicable, shall be entitled to have the provisions of this Section 6.13 specifically enforced by preliminary and permanent injunctive or other equitable relief without the necessity of proving actual damages or posting a bond or other security to an equitable accounting of all earnings, profits and other benefits arising out of any violation of this Section 6.13. Nothing contained herein shall be construed as prohibiting Purchaser or Seller, as applicable, from pursuing any other remedies available to Purchaser or Seller, as applicable, for such breach, including the recovery of any damages.

6.14 Agreements Relating to Transfer of Purchased Assets. Each Party will, at the request of the other Party, use reasonable efforts to cooperate with such other Party in the transfer of the Purchased Assets to reduce the applicable Taxes under Section 6.9, including by accepting any embodiment of a Purchased Asset to a Purchaser Entity via remote telecommunication if such delivery would be reasonably expected to reduce any such Taxes. At or promptly following the Closing, Seller shall transfer electronically to the Purchaser Entities all of the Purchased Assets (including software (whether in object code or source code form), firmware, middleware, databases, plugins, libraries, APIs, interfaces and algorithms) that can be transmitted to the Purchaser Entities electronically (“Remotely Transferred Assets”) and shall not deliver any Remotely Transferred Assets to the Purchaser Entities on any tangible medium. To the extent Purchased Assets consist of storage media on which a tangible embodiment of an asset transferred via remote electronic transmission as described in this Section 6.14 resided, then following such transmission such asset shall be removed from such storage media prior to the transfer of such storage media to the Purchaser Entities. All intangible assets and tangible assets shall be transferred to the Purchaser Entities free and clear of all Encumbrances (other than Permitted Encumbrances). Promptly following any electronic transmission, Seller shall execute and deliver to Purchaser a certificate in the form attached hereto as Annex A and containing at a minimum, the following information: (a) the date of transmission; (b) the time transmission was commenced and concluded; (c) the name of the individual who made the transmission; (d) the signature of such individual; (e) a general description of the nature of the items transmitted sufficient to distinguish the transmission from other transmissions; and (f) evidence of such transfers reasonably satisfactory to Purchaser. Neither Party nor any of its Affiliate shall be responsible for the Tax consequences to the other Party (or its Affiliates) of any efforts to reduce any Taxes payable under Section 6.9 by taking the actions contemplated by this Section 6.14, and a Party shall pay and indemnify and hold harmless the other Party and its Affiliates from and against any Taxes, fines, penalties, assessments, costs and expenses incurred by that Party or any of its Affiliates arising out of or with respect to any action taken by them at the request of the first Party pursuant to this Section 6.14.

6.15 No Liquidation. Seller shall not liquidate or dissolve prior to the final distribution of the Escrow Amount and shall at all times maintain sufficient capital and other assets as necessary to satisfy its obligations in full, including those obligations set forth in Section 9.

6.16 Exclusive Dealing. During the Pre-Closing Period, Seller shall not, and shall cause its Affiliates and Representatives not to, directly or indirectly: (a) solicit, initiate, seek or knowingly encourage any inquiry, proposal, expression of interest, or offer that constitutes, or could reasonably be expected to lead to, an Alternate Proposal, (b) disclose to any Person any non-public information relating to the Seller Group, the Purchased Assets or the Assumed Liabilities in connection with, or that could reasonably be expected to lead to, an Alternate Proposal, (c) enter into, participate in, maintain or continue any discussions or negotiations regarding any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Alternate Proposal, or (d) agree to, accept, recommend or endorse (or propose or announce any intention or desire to agree to, accept, recommend or endorse) any Alternate Proposal.

6.17 Seller Inbound Licenses; Seller Outbound Licenses.

(a) During the Pre-Closing Period and from and after the Closing Date, the Parties shall use reasonable commercial efforts to take, or cause to be taken, all actions necessary or as may be reasonably requested by Purchaser for Purchaser and/or its Affiliates to secure licenses to the Seller Licensed Intellectual Property, on terms that are no less favorable than the existing terms of the applicable Seller Inbound License.

(b) From and after the Closing Date, except as contemplated by the Transaction Documents, Seller shall not, and shall cause the other members of the Seller Group not to, (i) enter into any Contract that would have been a Seller Outbound License if in effect on the date of this Agreement; or (ii) amend, modify, terminate, fail to renew, or waive or grant any right or consent under any provision of (including taking any of the foregoing actions which would result in a reduction or diminution of rights in favor of the Seller Group), any Seller Outbound License, Seller Inbound License or any Contract that would have been a Seller Inbound License if in effect on the date of this Agreement, other than pursuant to any automatic extension or renewal or expiration in accordance with the terms of such Seller Outbound License, Seller Inbound License or Contract.

6.18 Retention of Copy of Technology. Seller shall retain one (1) copy of all Technology included in the Technology Packages necessary to exercise its rights under the license granted under the Acquired IP License Agreement notwithstanding the sale of rights to such Technology to Purchaser pursuant to this Agreement. The Parties agree and acknowledge that such copy shall be considered confidential information of Purchaser subject to the terms and conditions of Section 6.2.

6.19 Standard Essential Patents. For the avoidance of doubt, other than as provided in relation to Seller’s indemnification obligations under Section 9.1(a)(v), Seller is not offering, and Purchaser is not receiving hereunder, any representations and warranties (notwithstanding the representations and warranties contained in Section 3.9), remedies (including indemnification) or covenants under this Agreement with respect to Seller’s Use of Standard Essential Patents in connection with the conduct of the Business, the Purchased Intellectual Property and/or Technology Packages.

7. Conditions to Closing.

7.1 Conditions to the Obligations of the Purchaser Entities and Seller. The obligations of Purchaser, QCOM France, QTIL and Seller to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, by Purchaser and Seller:

(a) Governmental Approvals. All approvals, waivers and consents, necessary for consummation of or in connection with the Acquisition and the other transactions contemplated hereby from each Governmental Entity set forth on Section 7.1(a) of the Seller Disclosure Schedule shall have been received and shall be in full force and effect.

(b) No Injunctions or Restraints; Illegality. No Judgment or other legal or regulatory restraint or prohibition preventing the consummation of the Acquisition or otherwise making the consummation of the Acquisition illegal shall be and remain in effect, nor shall there be any pending Legal Proceeding seeking any of the foregoing.

7.2 Conditions to the Obligations of the Purchaser Entities. The obligations of Purchaser, QCOM France and QTIL to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, by Purchaser:

(a) Representations and Warranties of Seller. (i) The Seller Fundamental Representations shall be true and correct on and as of the date of this Agreement and on and as of the Closing Date as though such representations and warranties were made on and as of such date (except for such representations and warranties that speak specifically as of the date of this Agreement or as of another date, which shall be true and correct as of such date), and (ii) each of the other representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects, without regard to any qualification as to materiality or Seller Material Adverse Effect contained in such representations or warranties (other than such representations or warranties contained in Section 3.12(a)), on and as of the date of this Agreement and on and as of the Closing Date as though such representations and warranties were made on and as of such date (except for such representations and warranties that speak specifically as of the date of this Agreement or as of another date, which shall be true and correct as of such date).

(b) Performance of Obligations. Seller shall have performed and complied in all material respects with all covenants, agreements and obligations of this Agreement required to be performed and complied with by Seller at or prior to the Closing Date.

(c) No Material Adverse Effect. Between the date of this Agreement and the Closing Date, there shall not have occurred any Seller Material Adverse Effect.

(d) Officer Certificate. Purchaser shall have received a certificate executed on behalf of Seller by the Chief Executive Officer or other authorized officer of Seller certifying that the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(c) have been satisfied.

(e) No Other Litigation. There shall not be any pending Legal Proceeding (i) relating to the Acquisition and seeking to obtain from Purchaser or any of its Affiliates, any damages or other relief that would be material to Purchaser or the Purchased Assets (taken as a whole) or (ii) that, if adversely decided, would materially affect the right of Purchaser to own the Purchased Assets.

(f) Assignment Agreement and Bill of Sale. Seller and each applicable member of the Seller Group shall have executed and delivered an assignment and assumption and bill of sale, substantially in the form attached hereto as Exhibit A (the “Assignment Agreement and Bill of Sale”), for the transfer of the Purchased Assets and assumption of the Assumed Liabilities, other than as separately covered under the IP Assignment Agreement or the Qasara Assignment Agreement.

(g) Transition Services Agreement. Seller shall have executed and delivered a transition services agreement substantially in the form attached hereto as Exhibit D (the “Transition Services Agreement”).

(h) Acquired IP License Agreement. Seller shall have executed and delivered a license agreement, substantially in the form attached hereto as Exhibit E (the “Acquired IP License Agreement”), for the license to Seller of the Purchased Intellectual Property.

(i) 5G License Agreement. Seller shall have executed and delivered a license agreement, substantially in the form attached hereto as Exhibit F (the “5G License Agreement”), for the license to Purchaser and/or its designated Affiliates of certain Intellectual Property.

(j) IP Assignment Agreement. Seller shall have executed and delivered an intellectual property assignment agreement, substantially in the form attached hereto as Exhibit G (the “IP Assignment Agreement”), which shall include such information as required for the assignment and transfer of each item of Purchased Intellectual Property and for the filing with the U.S. Patent and Trademark Office, European Patent Office or any other applicable Governmental Entity to record the assignment of the Purchased Intellectual Property to Purchaser and/or its designated Affiliates.

(k) Patent Portfolio License Agreement. Seller shall have executed and delivered a license agreement, substantially in the form attached hereto as Exhibit H (the “Patent Portfolio License Agreement”), for the license to Purchaser and/or its designated Affiliates of certain Patents.

(l) Chip Supply Agreement. Seller shall have executed and delivered a supply agreement, substantially in the form attached hereto as Exhibit I (the “Chip Supply Agreement”).

(m) Termination Agreement. Seller shall have executed and delivered a termination agreement, substantially in the form attached hereto as Exhibit J (the “Termination Agreement”), for the termination of the Technology License Agreement.

(n) Qasara Assignment Agreement. Seller shall have executed and delivered an assignment agreement, substantially in the form attached hereto as Exhibit K (the “Qasara Assignment Agreement”), which shall include such information as required for the assignment and transfer of the Qasara License Rights to Purchaser and/or its designated Affiliates.

(o) Escrow Agreement. Seller and the Escrow Agent shall have executed and delivered the Escrow Agreement.

(p) Employees.

(i) Each Key Employee shall have executed and delivered to Purchaser or its Affiliate the Offer Documentation at or prior to the Closing, which remains in effect as of the Closing. Each such Key Employee shall not have repudiated or purported to revoke his or her acceptance of his or her respective Offer Documentation and will be available to commence employment with Purchaser or its Affiliate as of immediately following the Closing.

(ii) The aggregate number of Identified Employees who are not Key Employees and who were offered employment by Purchaser or its Affiliate shall have executed and delivered to Purchaser or its Affiliate the Offer Documentation at or prior to the Closing (and who have not repudiated or purported to revoke his or her acceptance of his or her respective Offer Documentation, and will be available to commence employment with Purchaser or its Affiliate as of immediately following the Closing) is at least equal to ninety percent (90%) of the total aggregate number of Identified Employees.

(q) Transferred Books and Records. All Transferred Books and Records required to be delivered to Purchaser pursuant to Section 2.1 shall have been delivered to Purchaser.

(r) Release of Encumbrances. Purchaser shall have received evidence reasonably satisfactory to Purchaser that any and all Encumbrances (other than Permitted Encumbrances) on any of the Purchased Assets have been released.

(s) Third Party Consents. All approvals and consents of each Person set forth on Section 7.2(s) of the Seller Disclosure Schedule, in each case in form and substance reasonably satisfactory to Purchaser, shall have been obtained and shall be in full force and effect, and a copy of each such approval and consent shall have been provided to Purchaser at or prior to the Closing.

7.3 Conditions to the Obligations of Seller. The obligations of the Seller to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by Seller:

(a) Representations and Warranties of Purchaser. (i) The Purchaser Fundamental Representations shall be true and correct on and as of the date of this Agreement and on and as of the Closing Date as though such representations and warranties were made on and as of such date (except for such representations and warranties that speak specifically as of the date of this Agreement or as of another date, which shall be true and correct as of such date), and (ii) each of the other representations and warranties of Purchaser contained in this Agreement shall be true and correct, without regard to any qualification as to materiality or Purchaser Material Adverse Effect in such representations or warranties, on and as of the date of this Agreement and on and as of the Closing Date as though such representations and warranties were made on and as of such date (except for such representations and warranties that speak specifically as of the date of this Agreement or as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect.

(b) Performance of Obligations. Purchaser shall have performed and complied in all material respects with all covenants, agreements and obligations of this Agreement required to be performed and complied with by Purchaser at or prior to the Closing Date.

(c) Officer Certificate. Seller shall have received a certificate executed on behalf of Purchaser by an authorized officer of Purchaser certifying that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied.

(d) Assignment Agreement and Bill of Sale. The applicable member(s) of the Purchaser Group shall have executed and delivered the Assignment Agreement and Bill of Sale.

(e) Transition Services Agreement. Purchaser shall have executed and delivered the Transition Services Agreement.

(f) Acquired IP License Agreement. Purchaser and/or an Affiliate of Purchaser shall have executed and delivered the Acquired IP License Agreement.

(g) 5G License Agreement. Purchaser and/or an Affiliate of Purchaser shall have executed and delivered the 5G License Agreement.

(h) IP Assignment Agreement. Purchaser and/or an Affiliate of Purchaser shall have executed and delivered the IP Assignment Agreement.

(i) Patent Portfolio License Agreement. Purchaser and/or an Affiliate of Purchaser shall have executed and delivered the Patent Portfolio License Agreement.

(j) Chip Supply Agreement. Purchaser and/or an Affiliate of Purchaser shall have executed and delivered the Chip Supply Agreement.

(k) Termination Agreement. Purchaser shall have executed and delivered the Termination Agreement.

(l) Qasara Assignment Agreement. Purchaser and/or an Affiliate of Purchaser shall have executed and delivered the Qasara Assignment Agreement.

(m) Escrow Agreement. Purchaser shall have executed and delivered the Escrow Agreement.

8. Termination.

8.1 Termination. This Agreement may be terminated, and the Acquisition may be abandoned at any time prior to the Closing (with respect to Section 8.1(b) through Section 8.1(d), by written notice by the terminating Party to the other Party):

(a) by the mutual written consent of Purchaser and Seller;

(b) by either Purchaser or Seller, if the Closing shall not have occurred on or prior to October 31, 2024 (the “Termination Date”); provided, however, that if on the Termination Date, the closing condition set forth in Section 7.1(a) shall not have been satisfied or waived but all other closing conditions shall have been satisfied or waived (or in the case of conditions that by their nature are to be satisfied at the Closing, shall be capable of being satisfied on the Closing Date), then the Termination Date shall be automatically be extended to December 31, 2024; provided further that the right to terminate this Agreement under this Section 8.1(b) shall not be available to such Party whose failure to fulfill any obligation under this Agreement has been the primary cause of the failure of the Acquisition to occur on or prior to such date;

(c) by either Purchaser or Seller, if a court of competent jurisdiction or other Governmental Entity shall have issued a non-appealable final Judgment or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Acquisition; provided, however, that the right to terminate this Agreement under this Section 8.1(c) shall not be available to such Party if the failure of such Party to fulfill any obligation under this Agreement has been the primary cause of the issuance of such Judgment or action; or

(d) by either Purchaser or Seller, if there has been a breach of any representation, warranty, covenant or obligation on the part of the other Party set forth in this Agreement, which breach (i) causes the conditions set forth in Section 7.1 or 7.2 (in the case of termination by Purchaser) or Section 7.1 or 7.3 (in the case of termination by Seller) not to be satisfied and (ii) if capable of being cured, shall not have been cured within thirty (30) days following receipt by the breaching Party of written notice of such breach from the non-breaching Party; provided, however, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) Purchaser if Purchaser is then in breach of any its representations, warranties, covenants or agreements, which breach would give rise to the failure of any condition set forth in Section 7.1 or 7.3; and (B) Seller if Seller is then in breach of any its representations, warranties, covenants or agreements, which breach would give rise to the failure of any condition set forth in Section 7.1 or 7.2.

8.2 Effect of Termination. In the event of termination of this Agreement as provided in Section 8.1 then this Agreement shall forthwith become void and have no effect, without any Liability or obligation on the part of any Party or their respective Representatives, except to the extent that such termination results from the willful (namely conscious and intentional) and material breach of this Agreement or any fraud prior to such termination; provided, however, that the Confidentiality Agreement and the provisions of Sections 6.2, 6.3, 6.6, 8.2 and 10 shall remain in full force and effect and survive any termination of this Agreement.

9 Indemnification.

9.1 Indemnification by Seller and Purchaser.

(a) Indemnification by Seller. Subject to the terms, conditions and limitations set forth in this Section 9, from and after the Closing, Seller shall indemnify, defend and hold harmless Purchaser and its Affiliates and their respective Representatives (collectively, the “Purchaser Indemnified Persons”) from and against any and all Damages incurred by a Purchaser Indemnified Person resulting from, based upon, arising out of or related to:

(i) any breach or inaccuracy of any representation or warranty given or made by Seller or any other member of the Seller Group in this Agreement, the Assignment Agreement and Bill of Sale, the IP Assignment Agreement or the Qasara Assignment Agreement, or in any certificate delivered by Seller or any other member of the Seller Group pursuant to any such documents or any Third Party Claim, which, if true would constitute such breach or inaccuracy;

(ii) any breach of or failure to perform any covenant or agreement made by Seller or any other member of the Seller Group under this Agreement, the Assignment Agreement and Bill of Sale, the IP Assignment Agreement or the Qasara Assignment Agreement;

(iii) any Excluded Asset or Retained Liability;

(iv) any Action, whether pending or threatened in writing, by Seller’s existing or former securityholders, creditors or other Third Parties relating to the Acquisition or the Transaction Documents;

(v) any Action, excluding any Action relating to or concerning Standard Essential Patents (except to the extent arising from the Use of Standard Essential Patents by any member of the Seller Group in connection with the Purchased Intellectual Property and/or Technology Package), whether pending or threatened, brought by a Third Party against any Purchaser Indemnified Person that the Purchased Intellectual Property infringes or misappropriates the Intellectual Property rights of Third Parties, including claims of inducement, combination or contributory infringement, or alleged infringement by the Purchased Intellectual Property; and

(vi) fraud.

(b) Indemnification by Purchaser. Subject to the terms, conditions and limitations set forth in this Section 9, from and after the Closing, Purchaser shall indemnify, defend and hold harmless Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnified Persons”) from and against any and all Damages incurred by a Seller Indemnified Person resulting from, based upon, arising out of or related to:

(i) any breach or inaccuracy of any representation or warranty given or made by Purchaser or any other member of the Purchaser Group in this Agreement, the Assignment Agreement and Bill of Sale, the IP Assignment Agreement or the Qasara Assignment Agreement, or in any certificate delivered by Purchaser or any other member of the Purchaser Group pursuant to such documents or any Third Party Claim, which, if true would constitute such breach or inaccuracy;

(ii) any breach of or failure to perform any covenant or agreement made by Purchaser or any other member of the Purchaser Group under this Agreement, the Assignment Agreement and Bill of Sale, the IP Assignment Agreement or the Qasara Assignment Agreement; and

(iii) any Assumed Liability.

9.2 Survival. All of the representations and warranties contained in this Agreement and the certificates delivered pursuant to this Agreement, as well as any Liability of Seller under Section 9.1(a)(v), shall survive the Closing until the Escrow Termination Date; provided, however, that the Seller Fundamental Representations and the Purchaser Fundamental Representations shall survive the Closing until the expiration of the applicable statute of limitations. All covenants and agreements of the Parties contained in this Agreement (other than Seller’s Liability under Section 9.1(a)(v)) or in any certificate delivered pursuant to this Agreement and any claim for indemnification based on fraud or faute lourde ou dolosive (within the meaning of article 1231-3 of the French civil code) shall, in each case, survive the Closing until the expiration of the applicable statute of limitations. Notwithstanding the foregoing, any claim for which an Indemnified Person shall have delivered to an Indemnifying Person an Officer’s Certificate prior to the termination of the applicable survival period in accordance with this Agreement shall survive until the resolution of such claim.

9.3 Limitations on Indemnification by Seller.

(a) Seller shall not be liable for claims for indemnification pursuant to Section 9.1(a)(i) (other than in respect of the Seller Fundamental Representations) unless and until the aggregate amount of Damages in respect thereof equals or exceeds an amount equal to [***] (the “Threshold”), in which event, the Purchaser Indemnified Persons shall be entitled to the benefit of indemnity in the full amount of such Damages from the first dollar; provided, however, for the avoidance of doubt, that the Threshold shall not apply to claims for indemnification in respect of the Seller Fundamental Representations.

(b) The aggregate amount of Damages for which Seller shall be liable for claims for indemnification pursuant to (i) Section 9.1(a)(i) (other than in respect of the Seller Fundamental Representations) and Section 9.1(a)(v) shall in no event exceed an aggregate amount equal to [***]; and (ii) Section 9.1(a)(i) in respect of the Seller Fundamental Representations shall in no event exceed an amount equal to [***].

(c) The limitations set forth in Sections 9.3(a) and 9.3(b) shall not apply to any Damages with respect to claims for indemnification pursuant to Sections 9.1(a)(ii) through 9.1(a)(iv), and Section 9.1(a)(vi).

9.4 Limitations on Indemnification by Purchaser.

(a) Purchaser shall not be liable for claims for indemnification pursuant to Section 9.1(b)(i) (other than in respect of the Purchaser Fundamental Representations) unless and until the aggregate amount of Damages equals or exceeds the Threshold, in which event, the Seller Indemnified Persons shall be entitled to the benefit of indemnity in the full amount of such Damages from the first dollar; provided, however, for the avoidance of doubt, that the Threshold shall not apply to claims for indemnification in respect of the Purchaser Fundamental Representations.

(b) The aggregate amount of all Damages for which Purchaser shall be liable for claims for indemnification pursuant to (i) Section 9.1(b)(i) (other than in respect of the Purchaser Fundamental Representations) shall in no event exceed an amount equal to [***] and (ii) Section 9.1(b)(i) in respect of the Purchaser Fundamental Representations shall in no event exceed an amount equal to [***].

(c) The limitations set forth in Sections 9.4(a) and 9.4(b) shall not apply to any Damages with respect to claims for indemnification pursuant to Sections 9.1(b)(ii) through 9.1(b)(iii).

9.5 Other Limitations.

(a) Notwithstanding anything to the contrary in this Agreement, none of the limitations set forth in this Section 9 shall apply to any claim for or Damages resulting from, based upon, arising out of or related to fraud or faute lourde ou dolosive (within the meaning of article 1231-3 of the French civil code).

(b) No Indemnified Persons shall be entitled to double recovery for any indemnifiable Damages even though such Damages may have resulted from the breach of more than one of the representations, warranties, agreements and covenants in this Agreement and/or any Transaction Document; provided, however, that the foregoing limitation shall not prevent an Indemnified Person from recovering all Damages to which it is entitled hereunder arising out of the same set of facts and circumstances notwithstanding the fact that an indemnification claim for such Damages is based upon more than one representation, warranty, agreement or covenant.

(c) For the purposes of determining whether there has been a breach of any representation, warranty, covenant or obligation and calculating any Damages pursuant to Section 9.1, other than with respect to Section 3.12(a), each representation, warranty, covenant and obligation shall be deemed to be made without, and without giving effect to, any materiality, Seller Material Adverse Effect, Purchaser Material Adverse Effect or other similar qualification contained in such representation, warranty, covenant or obligation; provided, however, that, for the avoidance of doubt, this Section 9.5(c) is not intended to disregard the term “Material Contract”.

9.6 Indemnification Procedure.

(a) A Purchaser Indemnified Person or a Seller Indemnified Person (the “Indemnified Person”) seeking indemnification under this Section 9 shall promptly deliver to the other Party (the “Indemnifying Person”) a certificate signed by an officer of the Indemnified Person (an “Officer’s Certificate”) stating that Damages exist with respect to the indemnification obligations of such other Party set forth in Section 9.1, and specifying in reasonable detail the individual items of such Damages included in the amount so stated, and the nature of the misrepresentation, breach of warranty, covenant or obligation to which such item is related. The failure by an Indemnified Person to deliver such certificate shall not release, waive or otherwise affect the Indemnifying Person’s obligations hereunder, except to the extent such failure actually prejudices the Indemnified Person.

(b) The Indemnifying Person shall have a period of forty-five (45) days from and after delivery of any Officer’s Certificate to deliver to the Indemnified Person a response, in which the Indemnifying Person shall: (i) agree that the Indemnified Person is entitled to receive all of the requested Damages (in which case, if the Indemnified Person is a Purchaser Indemnified Person, the response shall be accompanied by written notice executed by Seller instructing the Escrow Agent to disburse the requested Damages to Purchaser) or (ii) dispute that the Indemnified Person is entitled to receive the requested Damages. If the Indemnifying Person does not deliver a response before the expiration of the forty-five (45) day period referred to in the immediately preceding sentence, the Indemnified Person shall be entitled to recover such Damages.

(c) If the Indemnifying Person disputes any claim or claims made in any Officer’s Certificate pursuant to Section 9.6(b)(ii), the Indemnified Person shall have forty-five (45) days to respond in a written statement to the objection of the Indemnifying Person. If after such forty-five (45) day period there remains a dispute as to any claims, the Indemnified Person and the Indemnifying Person shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Indemnified Person and the Indemnifying Person should so agree, a memorandum setting forth such agreement shall be prepared and signed by Purchaser and Seller, and Purchaser and Seller shall deliver joint written instructions to the Escrow Agent to disburse the agreed amount of Damages from the Escrow Amount to Purchaser in accordance with the terms of such memorandum, the Escrow Agreement and such joint instructions. Should such Indemnified Person and Indemnifying Person be unable to agree as to any particular item or items or amount or amounts within such sixty (60) day period, then such Indemnified Person shall be permitted to submit such dispute in accordance with the provisions as set forth in Section 10.11.

9.7 Indemnification Payments. Once the Damages (whether arising from a direct claim or Third Party Claim) are agreed to by the Indemnifying Person or finally determined in accordance with Section 9.6 to be payable as provided in this Agreement, the Indemnifying Person shall satisfy its obligations within five (5) Business Days of such time by wire transfer of immediately available funds. Damages owed by the Seller to the Purchaser shall always be satisfied first from funds then remaining in the Escrow Fund. If such Damages are to be satisfied from funds then remaining in the Escrow Fund, Seller and Purchaser shall deliver a joint written instruction to the Escrow Agent, in accordance with the Escrow Agreement, directing the Escrow Agent to immediately release to Purchaser the amount of such Damages (or if the amount of such Damages exceeds the funds then remaining in the Escrow Fund, all remaining funds shall be released to Purchaser).

9.8 Release of Escrow Amount. Any portion of the Escrow Fund that is not disbursed to a Purchaser Indemnified Person pursuant to this Section 9 and is remaining in the Escrow Fund as of the Escrow Termination Date shall be released to Seller by the Escrow Agent pursuant to the terms of the Escrow Agreement, and Seller and Purchaser shall deliver a joint written instruction to the Escrow Agent directing such release; provided that an amount (a “Pending Claim Amount”) shall be retained by the Escrow Agent in the Escrow Fund that represents a reasonable quantification (as reasonably determined, in good faith by Purchaser, and which quantification shall not prejudice the right of the Purchaser Indemnified Person to indemnification for such Damages in excess of such quantification, always subject however to the limitations set out in this Agreement) of indemnifiable Damages with respect to each pending and unresolved direct claim or Third Party Claim (a “Pending Claim”) for which a Purchaser Indemnified Person has delivered an Officer’s Certificate to Seller prior to the Escrow Termination Date in accordance with this Section 9; provided however that if the aggregate amount of all Pending Claims exceeds the amount of the Escrow Fund as of the Escrow Termination Date, all such remaining funds shall be retained in the Escrow Fund. Any Pending Claim Amounts retained in the Escrow Fund following the Escrow Termination Date shall be further disbursed following resolution of the applicable Pending Claim (whether by agreement of the Parties, or finally determined in accordance with this Section 9 to be payable as provided in this Agreement) and in accordance with joint instructions provided by Seller and Purchaser or a final determination in accordance with this Section 9 establishing one or more of the Parties’ rights to all or a portion of such Pending Claim Amount.

9.9 Third Party Claims.

(a) If a claim by a Third Party (including any Governmental Entity) is made against any Indemnified Person with respect to which the Indemnified Person intends to seek indemnification hereunder for any Damages under this Section 9 (a “Third Party Claim”), the Indemnified Person shall promptly after receiving notice thereof deliver an Officer’s Certificate to the applicable Indemnifying Person in relation to such claim. The failure by an Indemnified Person to promptly give such notice shall not release, waive or otherwise affect the Indemnifying Person’s obligations hereunder except to the extent such failure actually prejudices the Indemnified Person. The Indemnifying Person will have the right, upon written notice delivered to the Indemnified Person within fifteen (15) Business Days thereafter, to assume the defense of such Third Party Claim at its sole expense, including representation by counsel selected by the Indemnifying Person, which counsel shall be reasonably satisfactory to the Indemnified Person; provided that the Indemnifying Person has no

actual knowledge that such Third Party Claim is not indemnifiable by the Indemnifying Person hereunder; provided, further that the Indemnifying Person shall not have the right to assume the defense of such Third Party Claim to the extent that such Third Party Claim (i) seeks an injunction or specific performance, or seeks any other form of equitable relief that could reasonably be expected to be material to the Indemnified Person’s business; (ii) involves criminal allegations against the Indemnified Person (or could otherwise reasonably be expected to involve or develop into a claim involving a criminal claim or criminal charges against the Indemnified Person) and involves or otherwise relates to any investigation or inquiry by any Governmental Entity, (iii) may impose liability on the part of the Indemnified Person for which the Indemnified Person is not entitled to indemnification under this Agreement, (iv) relates to the Indemnified Person’s Taxes; (v) could reasonably be expected to result in Damages that would exceed the maximum amount of Damages that the Indemnified Person is entitled to under this Section 9 (after taking into account any amounts that may be payable to Indemnified Persons in respect of any unsatisfied or unresolved claims for indemnification made (or expected to be made) by any Indemnifying Person as of such time), as reasonably determined by the Indemnified Person in good faith in its sole discretion; (vi) would, as reasonably determined by the Indemnified Person in good faith, adversely affect the continuing business or business relationships of the Indemnified Person with any third-party, which relationships are material to the Indemnified Person and its Affiliates (including if such Third Party Claim involves, as a counterparty, a material customer, supplier or other material partner of the Indemnified Person); (vii) seeks any license to or otherwise places an Encumbrance on any of the Purchased Assets; or (viii) is likely to result in a settlement of, or an adverse Judgment that in the Indemnified Person’s good faith determination is likely to establish a precedential custom or practice adverse to the continuing business interests or the reputation of any Indemnified Person. The election of the Indemnifying Person to assume the defense of such Third Party Claim pursuant to this Section 9.9(a) shall, without admitting liability to any Third Party with respect to such claim, conclusively establish for the purposes of this Agreement that the claims made in such Third Party Claim are within the scope of, and subject to, indemnification by the Indemnifying Person. Notwithstanding the foregoing, if, after assuming the defense, facts arise which were not known or reasonably discoverable by the Indemnifying Person, after reasonable inquiry in light of the circumstances, before deciding to assume the defense of such Third Party Claim that provide, in the Indemnifying Person’s reasonable and good faith determination, that such Third Party Claim was not subject to indemnification hereunder, then the Indemnifying Person shall promptly notify the Indemnified Person of such facts in writing. Regardless of such facts, the Indemnifying Person shall continue to diligently pursue the defense of such Third Party Claim; provided that, if the Indemnified Person agrees (or if it is otherwise resolved pursuant to this Agreement) that such facts absolve the Indemnifying Person of liability for such Third Party Claim, the Indemnifying Person shall conduct such defense under and subject to the instruction, and (except to the extent otherwise indemnifiable hereunder) at the cost and expense, of the Indemnified Person; provided, further that the Indemnified Person may take over the defense of such Third Party Claim at any time (in which case the Indemnifying Person shall cooperate, without charge of any additional fees, in transitioning such defense to the Indemnified Person). If an Indemnified Person disagrees that such facts absolve the Indemnifying Person of liability with respect to such Third Party Claim, the parties shall resolve the dispute in accordance with this Agreement.

To the extent it is determined, by agreement or otherwise in accordance with this Agreement, that such facts absolved the Indemnifying Person of liability with respect to such Third Party Claim, the Indemnifying Person shall not be liable for Losses with respect to such Third Party Claim (except to the extent that the Indemnified Person was or is prejudiced by the Indemnifying Person’s defense of such Third Party Claim).

(b) In the event that the Indemnifying Person declines or fails to assume the defense of such Third Party Claim on the terms provided above or to employ counsel reasonably satisfactory to the Indemnified Person, in either case within such fifteen (15) Business Day period, or is not entitled to assume the defense of such Third Party Claim on the terms provided above, then such Indemnified Person (i) may select counsel reasonably satisfactory to the Indemnifying Person to represent or defend it in any such Third Party Claim and the Indemnifying Person will pay the reasonable fees and disbursements of such counsel as incurred; and (ii) shall have the right to conduct the defense of and to settle or otherwise resolve any such Third Party Claim, subject to Section 9.9(d), and (iii) shall provide, at the Indemnifying Person’s request, copies of all pleadings and notices with respect to any such Third Party Claim. The Indemnifying Person shall have the right to participate (at its own expense) in, but not to determine or conduct, any defense of or settlement negotiations with respect to any such Third Party Claim, in each case to the extent that receipt of any such documents or other information related to such Third Party Claim by the Indemnifying Person does not affect any privilege relating to any Indemnified Person; and provided that the Indemnified Person shall consider in good faith all reasonable comments made by the Indemnifying Person.

(c) In any Third Party Claim for which the Indemnifying Person has assumed the defense in accordance with this Section 9.9, the Indemnified Person will have the right to participate in such matter and to retain its own counsel at the Indemnified Person’s own expense; provided, however, that if either (i) the Indemnifying Person requests any Indemnified Person to assist in defending, settling or resolving the Third Party Claim or (ii) in the opinion of either the Indemnifying Person or the Indemnified Person (acting reasonably) there is a legal conflict and the Indemnifying Person or the Indemnified Person (as applicable) has obtained a legal opinion that it is advisable that the Indemnified Person have separate legal representation, then any Indemnified Person shall have the right to obtain such separate legal representation and participate in the Third Party Claim and all such reasonable legal expenses incurred by the Indemnified Person will be indemnified by the Indemnifying Person. In any Third Party Claim for which the Indemnifying Person has assumed the defense in accordance with this Section 9.9, the Indemnifying Person will at all times use reasonable efforts to keep the Indemnified Person reasonably apprised of the status of the defense of any matter the defense of which the Indemnifying Person has assumed and to cooperate in good faith with the Indemnified Person with respect to the defense of any such matter and shall provide, at the Indemnified Persons request, copies of all pleadings and notices with respect to any such Third Party Claim.

(d) No Indemnified Person may settle or compromise any Third Party Claim or consent to the entry of any Judgment with respect to any Third Party Claim for which indemnification is being sought hereunder without the prior written consent of the Indemnifying Person unless (1) the Indemnifying Person agrees in writing to pay all amounts payable pursuant to such settlement, compromise or Judgment as provided in this Agreement, (2) such settlement, compromise or Judgment includes as an unconditional term thereof the Indemnified Person and its officers, directors, employees and Affiliates receiving from the Third Party an irrevocable release from all Liability in respect of such Third Party Claim, in form and substance reasonably satisfactory to the Indemnified Person, (3) such settlement, compromise or Judgment would not result in the finding or admission of any violation of Law, and (4) such settlement, compromise or Judgment does not impose any injunctive relief or operational restrictions on the Indemnified Person or any of its Affiliates. No Indemnifying Person may settle or compromise any Third Party Claim or consent to the entry of any Judgment with respect to a Third Party Claim for which indemnification is being sought hereunder without the prior written consent of the Indemnified Person; provided that if the Indemnified Person fails or refuses to consent to any such proposed settlement or compromise of a Third Party Claim whereby such settlement or compromise (v) is made on a confidential basis, (w) includes an unconditional release of the Indemnified Person and its officers, directors, employees and Affiliates from all liability arising out of such Third Party Claim, (x) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnified Person, (y) does not contain any equitable Judgment or term which grants a license to or other Encumbrance on the Intellectual Property included in the Purchased Assets, and (z) does not impose any liability on the Indemnified Person for which the Indemnified Person is not entitled to indemnification hereunder, then the maximum liability of the Indemnifying Person with respect to such Third Party Claim (when it is finally resolved) shall not exceed the amount of Damages that the Indemnifying Person would have been obligated to pay pursuant to such settlement or compromise if it had been approved by the Indemnified Person.

9.10 Effect of Investigation. All right to indemnification, payment of Damages or for other remedies based on any representation, warranty, covenant or obligation of the Seller Group contained in or made pursuant to this Agreement shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation (except, for the avoidance of doubt, for those facts, events or circumstances expressly disclosed in this Agreement or the Seller Disclosure Schedule and which operate as exceptions to the representations and warranties, or as applicable the covenants and obligations, pursuant to this Agreement). The waiver of any condition to the obligation of Purchaser to consummate the Acquisition, where such condition is based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, payment of Damages, or other remedy based on such representation, warranty, covenant or obligation.

9.11 Insurance Proceeds. The amount of any Damages for which indemnification is provided under this Section 9 shall be net of any amounts actually recovered by the Indemnified Person under insurance polices with respect to such Damages (net of the deductible for such policies, costs of enforcement and associated costs and expenses, and any increases in premium); provided, that nothing in this Section 9.11 shall be deemed an affirmative requirement of such Indemnified Person to seek recovery under any insurance policies; provided further that, if the Indemnifying Person pays Damages to the Indemnified Person and the Indemnified Person subsequently recovers an amount in respect of the same matter giving rise to the payment of the Damages (including under any insurance policy available to any of them, or any indemnity enforceable by any of them), the Indemnified Person shall promptly reimburse to the Indemnifying Person the amount so recovered (net of the deductible for such policies, costs of enforcement and associated costs and expenses, and any increases in premium).

9.12 Exclusive Remedy. The Parties acknowledge and agree that, following the Closing, except to the extent expressly set forth in the Transition Services Agreement, the Acquired IP License Agreement, the 5G License Agreement, the Patent Portfolio License Agreement, the Chip Supply Agreement, the Termination Agreement or for claims based on fraud or faute lourde ou dolosive (within the meaning of article 1231-3 of the French civil code), the provisions contained in this Section 9 are the sole and exclusive remedy for the Purchaser Indemnified Persons and Seller Indemnified Persons following the Closing with respect to any and all claims resulting from, based upon, arising out of or related to this Agreement; it being understood that nothing in this Section 9 or elsewhere in this Agreement shall affect the Parties’ rights to specific performance or other equitable remedies to enforce the Parties’ obligations under this Agreement as set forth in Section 10.12.

9.13 Non-Recourse Persons. Notwithstanding anything to the contrary in this Agreement or the Transaction Documents, each Party acknowledges and agrees, both for itself and any of its Affiliates and their respective successors and assigns, that (i) any Liability, Damages or claims that may be based upon, in respect of, arise under, out of or by reason of, be connected with or relate in any manner to this Agreement or the Transaction Documents, or the negotiation, execution or performance or non-performance of this Agreement or the Transaction Documents (including any representation or warranty made in, in connection with or as an inducement to, this Agreement or any of the Transaction Documents) may be made only against (and such representations and warranties are those solely of) the other Party or its Affiliate party to such Transaction Document, and then only to the extent of, and subject to the terms set forth in, this Agreement or the applicable Transaction Document; (ii) none of the other Party’s Affiliates or Representatives (collectively, other than any Subsidiary of any of the Parties, the “Non-Recourse Persons”) shall have any Liability arising under, out of or by reason of, connected with or related in any manner to this Agreement or the Transaction Documents or for any claim based on, in respect of or by reason of this Agreement or the Transaction Documents or their negotiation, execution, performance, non-performance or breach, and such Party, both for itself and any of its Affiliates and their respective successors and assigns, waives and releases all rights, Liabilities, Damages or claims against any such applicable Non-Recourse Persons with respect to the foregoing; and (iii) to the maximum extent permitted by applicable Law, such Party, both for itself and any of its Affiliates and their respective successors and assigns, (A) waives and releases any and all rights, Liabilities, Damages or claims that may otherwise be available at law or in equity, or granted by statute, regulation or other Applicable Law to avoid or disregard the entity form of the other Party or otherwise impute or extend the Liability of the other Party to any of such other Party’s applicable Non-Recourse Persons, whether based on statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, veil-piercing, unfairness, undercapitalization or otherwise and (B) disclaims any reliance upon any applicable Non-Recourse Person with respect to the performance of this Agreement or the Transaction Documents or any representation or warranty made in, in connection with or as an inducement to this Agreement or the Transaction Documents. Each applicable Non-Recourse Person is an express third-party beneficiary of this Section 9.13 with full rights of enforcement of this Section 9.13 as if it were a party thereto.

9.14 Tax Effect of Indemnification Payments.

(a) All amounts received by Purchaser from the Escrow Fund pursuant to this Agreement and all other indemnification payments made pursuant to Section 9 shall be treated for all applicable Tax purposes as adjustments to the Purchase Price, unless otherwise required by Applicable Law.

(b) The Indemnifying Person or its agent (or as applicable the Escrow Agent) shall be entitled to deduct and withhold from any payment to the Indemnified Person pursuant to this Section 9, such amounts in respect of Withholding Taxes as are required to be deducted and withheld under the Code or any provision of Applicable Law. Any amounts deducted and withheld pursuant to the preceding sentence and paid to the appropriate taxing authorities shall be treated for all purposes of this Agreement as having been paid to the Indemnified Person in respect of whom such deduction and withholding was made. Upon request of the Indemnifying Person or its agent (or, as applicable, the Escrow Agent), the Indemnified Person shall provide (or cause to be provided) any Tax forms or other information required by them in connection with such Tax withholding and information reporting compliance in relation to such payment.

10. General Provisions.

10.1 Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly delivered: (i) upon receipt if delivered personally; (ii) ten (10) Business Days after being mailed by registered or certified mail, postage prepaid, return receipt requested; (iii) two (2) Business Days after it is sent by commercial overnight courier service; or (iv) upon transmission if sent via electronic mail if transmitted without indication of delivery failure prior to 5:00 p.m. local time for the recipient (and if transmitted without indication of delivery failure after 5:00 p.m. local time for the recipient, then delivery will be deemed duly given at 9:00 a.m. local time for the recipient on the subsequent Business Day), at the following addresses (or at such other address for a Party as shall be specified upon like notice):

(a) if to a Purchaser Entity to:


Qualcomm Technologies, Inc. 5775 Morehouse Drive San Diego, CA 92121 United States of America Attn: General Counsel E-mail: [***]
with a copy to (which shall not constitute notice):
Proskauer Rose LLP Eleven Times Square New York, New York 10036 United States of America Attn: Lauren Boglivi; Michael Elli E-mail: [*];[] and Proskauer Rose LLP 374 rue Saint-Honoré 75001 Paris, France Attn: Jérémy Scemam E-mail: [**]

(b) if to Seller, to:


Sequans Communications S.A. 5-55 Boulevard Charles de Gaulle 92700 Colombes, France Attn: Mr. Georges Karam (Chief Executive Officer); Ms. Deborah Choate (Chief Financial Officer) E-mail: [*];[*]
with a copy to (which shall not constitute notice):
Orrick Herrington & Sutcliffe LLP The Orrick Building, 405 Howard Street San Francisco, CA 94105 United States of America Attn: John Bautista; Brett Cooper, Richard Smith E-mail: [*];[];[] and Orrick Herrington & Sutcliffe (Europe) LLP 61, rue des Belles Feuilles 75116 Paris, France Attn: Patrick Tardivy; Julia Apostl E-mail: [];[**]

10.2 Payments in Dollars. Except as otherwise provided herein, all payments pursuant hereto shall be made by wire transfer in Dollars in immediately available funds to the account or accounts designated in writing by the payee to the payor, without any set-off, deduction or counterclaim whatsoever; it being understood that any amounts payable in a currency other than Dollars shall be determined based on the Conversion Rate. Any amounts payable under this Agreement which are determined in currencies that are not Dollars shall be converted to Dollars on the basis of the exchange rate as observed by Bloomberg at 9:00 a.m. New York City time on the date that is two (2) Business Days immediately prior to the applicable date of determination (the “Conversion Rate”).

10.3 Entire Agreement; No Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits and Schedules hereto, including the Seller Disclosure Schedule: (a) together constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; and (b) except as otherwise expressly provided in Section 9, are not intended to confer upon any other Person (other than a permitted assignee) any rights or remedies hereunder.

10.4 Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided that no assignment of this Agreement or any rights or obligations hereunder, by operation of Applicable Law or otherwise, may be made by any Party without the consent of the Party, other than, in the case of either Party, to their respective wholly-owned Affiliates, provided that no such assignment shall affect or relieve such Party of its obligations and other Liabilities under this Agreement. Any purposed assignment in violation of this Agreement shall be null and void ab initio.

10.5 Amendment; Waiver. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by Purchaser and Seller, or in the case of a waiver, by the Party against whom the waiver is to be effective. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Applicable Law.

10.6 Severability. In the event that any provision of this Agreement or the application thereof becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the Parties hereto.

10.7 Intangibility of this Agreement. The Parties acknowledge and agree that the provisions herein are intangible and irrevocable. Any intention of a Party to amend, supplement or otherwise modify the provisions herein without the consent of the other Party shall be of no effect whatsoever. The Parties hereby agree in advance that any breach of the foregoing provisions shall be sanctioned by the provisions of article 1222 of the French civil code.

10.8 No Hardship

. Notwithstanding the provisions of article 1195 of the French civil code, the Parties agree that even when a change of circumstances which was not foreseeable (changement de circonstances imprévisible) as at the date of this Agreement renders the performance of the obligations hereunder excessively onerous for any of the Parties, which has not expressly accepted to assume such risk, such Person shall nevertheless fully perform its obligations under this Agreement without having the ability to (a) petition for any amendment to this Agreement under Section 10.9, or (ii) compel the other Party to renegotiate or terminate this Agreement or petition for its amendment under Section 10.9.

10.9 Express Waivers. Each Party expressly and irrevocably waives, to the fullest extent permitted by Applicable Law, (a) any right such Party may have under article 1226 of the French civil code to terminate this Agreement or intend to terminate this Agreement, and (b) any right such Party may have under articles 1186 and 1187 of the French civil code to claim that this Agreement has lapsed as a result of any other contract contributing to the completion of the transactions contemplated hereunder having terminated, lapsed or being ineffective for any reason whatsoever.

10.10 Governing Law. This Agreement shall in all respects be construed in accordance with and governed by the substantive laws of France, without reference to its choice of law rules.

10.11 Resolution of Conflicts.

(a) All disputes, controversies, or claims arising out of, relating to or in connection with this Agreement including any question regarding its existence, validity, termination, or the determination of the scope of the agreement to arbitrate, shall be finally settled by binding arbitration administered by the International Chamber of Commerce and conducted pursuant to its Rules of Arbitration by three (3) arbitrators appointed in accordance with said Rules. The place of arbitration shall be New York, New York, U.S.A., and the exclusive language to be used for the arbitral proceedings shall be English. The Parties agree that an arbitral tribunal appointed hereunder or under the Technology License Agreement or the other Transaction Documents may exercise jurisdiction with respect to this Agreement, the Technology License Agreement and the other Transaction Documents.

(b) The prevailing Party shall be entitled to recover, in addition to any damages, its reasonable attorneys’ fees and costs incurred in connection with the arbitration.

(c) Nothing herein will prevent a Party, prior to appointment of the arbitrator, from making application to any court of competent jurisdiction, for any provisional remedy available at law or in equity. Such application for relief shall not constitute a waiver of this agreement to arbitrate. Upon appointment, the arbitrator shall have exclusive authority to order provisional or interim relief, except that any relief ordered by the arbitrator may be immediately and specifically enforced by a court otherwise having jurisdiction. The Parties waive objection to venue, including forum non conveniens or other similar doctrine, and consent to the non-exclusive personal jurisdiction of the federal courts of New York, New York, U.S.A. in any action to recognize or enforce this agreement to arbitrate or any order or award of the arbitrator, or for the provisional or interim remedies provided for herein. Judgment upon the award may be entered by any court having jurisdiction thereof.

(d) Discovery shall be limited to written requests for the production of specific documents or narrow categories of documents that are relevant and material to the outcome of the case. There shall be no depositions of witnesses. The final award must be rendered within nine months of the appointment of the full arbitral tribunal. This time limit may be extended by consent of the Parties or by the arbitral tribunal for good cause, provided that an award shall not be invalid for being rendered after the time period herein specified, or after any extended period. EACH PARTY HERETO HEREBY AGREES THAT THE ARBITRATION PROCEDURE PROVIDED HEREIN WILL BE THE SOLE AND EXCLUSIVE METHOD OF RESOLVING ANY OF THE AFORESAID DISPUTES, CONTROVERSIES OR CLAIMS.

(e) The Parties shall keep the arbitral proceedings and all awards confidential, as well as all documents, testimony or other information disclosed by another party during the proceedings, and all such information shall constitute confidential information, except as required by Applicable Law or as necessary to protect or pursue a legal right or to enforce or challenge an award in bona fide Legal Proceedings. Provided the recipients agree to keep such information confidential, such information may be disclosed to outside attorneys, auditors or accountants of the Parties.

10.12 Specific Performance. Each Party acknowledges and agrees that the other Party would be irreparably harmed and could not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed by such Party in accordance with their specific terms or were otherwise breached. Accordingly, each Party hereby consents to the issuance of injunctive or equitable relief to compel performance of such Party’s obligations and to the granting by an arbitral tribunal or the courts in accordance with Section 10.11 with respect to injunctive or equitable relief, including the remedy of specific performance of a Party’s obligations hereunder and thereunder pursuant to article 1221 of the French civil code. Each Party agrees and acknowledges that specific performance is feasible and that there is no disproportion between the cost of such specific performance (exécution forcée) for the breaching Party and its purpose for the beneficiary Party claiming the same. Each Party further agrees that no other Party or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 10.12, and each Party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. The remedy provided for in this Section 10.12 shall not be deemed to be the exclusive remedy for a Party’s breach of this Agreement, but shall be in addition to all other remedies available at law or equity to the other Parties.

10.13 Rules of Construction. The Parties hereby declare that they have each been advised or had the opportunity to be advised by their own lawyers or counsels and that they have thus assessed in full independence the scope of their rights and obligations under this Agreement. Consequently, no lawyer or counsel, even if he or she has played a key role in the drafting of this Agreement, shall be considered to have the capacity as sole drafter (rédacteur unique) or joint drafter (rédacteur conjoint) of this Agreement or any other Transaction Document, with respect to the Parties. Each of the Parties hereby: (a) waives the application of any Applicable Law or rule of construction providing that ambiguities in an agreement or other document will be construed against the Person drafting such agreement or document; (b) acknowledges that this Agreement is not a standard or adhesion contract (contrat d’adhésion); and (c) waives any right to claim for such provisions of the French civil code, in particular the provisions of articles 1110, 1171 or 1190 of the French civil code.

10.14 Schedules. Any information disclosed pursuant to any Schedule hereto as an exception to particular section(s) of this Agreement shall be deemed to be disclosed as an exception to each other section for Purchaser to the extent the relevance of such information to such other section is readily apparent on its face, notwithstanding the omission or a cross-reference thereto. Neither the specification of any Dollar amount or any item or matter in any provision of this Agreement nor the inclusion of any specific item or matter in any Schedule is intended to imply that such amount, or higher or lower amounts, or the item or matter so specified or included, or other amounts, items or matters, are or are not material, and no Party shall use the fact of the specification of any such amount or the specification or inclusion of any such amount, item or matter in any dispute between the Parties as to whether any item or matter not specified herein or included in any Schedule is or is not material for purposes of this Agreement. In addition, neither the specification of any amount, item or matter in any provision of this Agreement nor the inclusion of any specific item or matter in any Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no Party shall use the fact of the specification or the inclusion of any such amount, item or matter in any dispute between the Parties as to whether any amount, item or matter not specified herein or included in any Schedule is or is not in the ordinary course of business for purposes of this Agreement. In no event will the listing of any item or matter in any Schedule be deemed or interpreted to broaden or otherwise amplify the representations, warranties, covenants, or agreements contained in this Agreement. Summaries or descriptions of Contracts or other documents contained in the Seller Disclosure Schedule are qualified in their entirety by the Contracts or documents themselves.

10.15 Interpretation.

(a) When a reference is made in this Agreement to Sections or Exhibits, such reference shall be to a Section of, or an Exhibit to this Agreement unless otherwise indicated.

(b) The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(c) The words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.”

(d) The phrases “delivered,” “provided to,” “made available” and “furnished to” and phrases of similar import when used herein, unless the context otherwise requires, means, with respect to any statement in Section 3 to the effect that any information, document or other material has been “delivered,” “provided to” or “furnished” to Purchaser or its Representatives, that such information, document, or material was made available for review (without subsequent modification by the Seller Group) by Purchaser or its Representatives in the virtual data room set up by Seller in connection with this Agreement at least two (2) Business Days prior to the date of this Agreement.

(e) Unless the context of this Agreement otherwise requires: (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms “hereof,” “herein,” “hereunder” and derivative or similar words refer to this entire Agreement; and (iv) all references to any time of day or date is to that time or date in France.

(f) All references to “$”, “dollar” or “Dollar” amounts will be to lawful currency of the United States.

(g) All references to days shall be to calendar days unless Business Days are specified (provided that articles 640 to 642 of the French civil procedure code shall be applied to calculate any period of time under this Agreement, provided that the references in article 642 to “un jour férié ou chômé” and “premier jour ouvrable” shall be interpreted by reference to the definition of “Business Day” appearing herein).

(h) All references to Applicable Law include references to the Applicable Law as amended or re‑enacted, any Applicable Law which it amends or re‑enacts and any Applicable Law made under or implementing it, in each case for the time being in force (whether before, on or after the date of this Agreement).

(i) Any French term in this Agreement shall supersede its English translation.

(j) Any statement referring to “best efforts” or “best endeavours” or similar expression shall be construed as a reference to the French legal concept of “obligation de moyens renforcée” and any statement referring to “reasonable efforts” or “reasonable endeavours” or similar expression shall be construed as a reference to the French legal concept of “obligation de moyens”.

(k) Any statement referring to “procure” or similar expression shall be construed as a reference to the French legal concept of “porte-fort”.

(l) The words “in writing” shall include email or other electronic methods of delivery.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered by each of them or their respective officers thereunto duly authorized, all as of the date first written above.

The Parties hereby agree that, as a matter of evidence agreement (convention de preuve), this Agreement is signed electronically in accordance with the European and French regulations in force, in particular Regulation (EU) No. 910/2014 of the European Parliament and of the Council dated 23 July 2014 and articles 1367 et seq. of the French civil code. For this purpose, the Parties agree to use the online platform DocuSign (www.docusign.com). Each of the Parties decides (i) that the electronic signature which it attaches to this document has the same legal value as its handwritten signature and (ii) that the technical means implemented in the context of this signature confer a definite date (date certaine) to this document.

Each of the Parties acknowledges and accepts that the signature process used by the parties to electronically sign this document enables each of them to have a copy of this document on a durable medium or to have access to it, in accordance with article 1375 paragraph 4 of the French civil code.


QUALCOMM TECHNOLOGIES, INC.


By:
Name: Duane Nelles III Title: Senior VP, Corporate Development
QUALCOMM FRANCE S.A.R.L.


By:
Name: Jean Varaldi Title: Gérant
QUALCOMM TECHNOLOGIES INTERNATIONAL, LTD.


By:
Name: Neil Martin Title: Director


SEQUANS COMMUNICATIONS S.A.


By:
Name: Georges Karam Title: Chairman & CEO

Schedule

Seller Disclosure Schedule

[***]

Statement of Electronic Delivery of Prewritten Software and Electronic Assets

The purpose of this statement is to serve as documentation that the delivery of prewritten software, and other assets that can be transferred electronically, including, but not limited to, reference designs and related instructions, collateral and support materials by Seller to Purchaser is received at a California location and is in conformity with California Regulation 1502(f)(1)(D) which states “[t]he sale or lease of a prewritten program is not a taxable transaction if the program is transferred by remote telecommunications from the seller’s place of business, to or through the purchaser’s computer and the purchaser does not obtain possession of any tangible personal property, such as storage media, in the transaction...”

Software Seller’s Statement

I certify that the prewritten software and other electronic assets were transferred electronically to Qualcomm Technology Inc.’s (“Purchaser”) computer/server by remote telecommunications from Sequans Communications S.A. (“Seller”) and no tangible media (e.g., CD’s, diskettes, tapes) was transferred in the transaction.

Seller’s Name: ________________________ Date: _______________________

Description of Property:

Name of Seller’s Representative (Print): _______________________________________

Signature of Seller’s Representative: ________________________________________

Software Purchaser’s Statement

I certify the software and other electronic assets described above were transferred electronically to Purchaser by remote telecommunications. Seller did not transfer possession of any tangible personal property, such as storage media, to Purchaser in the transaction.

Software was received at: _______________________________________________________

Name of Purchaser’s Representative (Print): __________________________________

Signature of Purchaser’s Representative: ____________________________________

Date: _________________________

EX-4.9B 8 exhibit49bmaterialagreemen.htm EX-4.9 MATERIAL AGREEMENT - ACQUIRED IP LICENSE AGREEMENT Document

Exhibit 4.9(b)

ACQUIRED IP LICENSE AGREEMENT

By and between

Qualcomm Technologies, Inc.

And

Sequans Communications S.A.

This Acquired IP License Agreement (this “Agreement”) is made and entered into as of September 30, 2024 (the “Effective Date”) by and between:

(1)Qualcomm Technologies, Inc., a Delaware corporation, with its principal offices located at 5775 Morehouse Drive, San Diego, CA 92121-1714, USA (“QTI”); and

(2)Sequans Communications S.A., a company incorporated under the laws of France, with its registered office located at 15-55 Charles de Gaulle, 92700 Colombes, France, registered under number 450 249 677 R.C.S. Nanterre (“LICENSEE”).

QTI and LICENSEE are occasionally referred to herein individually as a “Party” and collectively as the “Parties”.

WHEREAS, this Agreement is entered into pursuant to that certain Asset Purchase Agreement by and among QTI, LICENSEE, and certain other parties thereto, dated as of August 22, 2024, as amended from time to time in accordance with its terms (the “Purchase Agreement”);

WHEREAS, pursuant to the Purchase Agreement, concurrently with this Agreement QTI is purchasing from LICENSEE certain assets, including the Purchased Intellectual Property as defined in the Purchase Agreement;

WHEREAS, pursuant to such transaction (the “Transaction”), QTI shall own the Purchased Intellectual Property as of the Effective Date; and

WHEREAS, in order for LICENSEE to continue to be able to exploit the Licensed Products, the Parties are willing to enter into this Agreement setting forth the conditions under which QTI grants to LICENSEE licenses under the Acquired Intellectual Property and the Acquired Intellectual Property Improvements as of the Effective Date; NOW, THEREFORE, in consideration of the mutual representations and promises contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1DEFINITIONS & INTERPRETATION

1.1In addition to other terms defined elsewhere in this Agreement, the following terms, when the first letter is capitalized, shall have the meanings set forth in this Section 1 (Definitions & Interpretation).

(a)These terms shall apply both to their singular or plural forms, as the context may require.

(b) As used herein, “hereunder,” “herein” and similar expressions refer to this Agreement, and “including” means “including without limitation.”

(c) The word “and” shall have a cumulative (and not alternative) meaning. All references in this Agreement to Sections, the Recitals, and Appendices shall be deemed to be references to clauses, the preamble, recitals and schedules of, this Agreement unless the context shall otherwise require.

(d) All Schedules attached hereto shall be deemed incorporated in this Agreement as if set forth in full in this Agreement.

(e) The titles of Sections and Appendices of this Agreement are for convenience of reference only and shall not affect the interpretation of the provisions of this Agreement.

(f) If a period of time is specified as from a given day, or from the day of an act or event, it shall be calculated exclusive of that day and including the relevant last day of this period of time.

(g) All references to a “day” (including all references to a Business Day) refers to a 24-hour consecutive period running from midnight to midnight.

(h) All references to a “day” shall be deemed to refer to the next Business Day if such day is not a Business Day.

(i) A reference to any agreement or document is to that agreement or document as amended, novated, supplemented, varied or replaced from time to time, except to the extent prohibited by this Agreement.

(j) Unless the context requires otherwise, any reference to a statutory provision shall include such provision as it may from time to time be modified or re-enacted or consolidated so far as such modification or re-enactment or consolidation applies or is capable of applying to any transactions entered into under this Agreement.

(k) Any reference in this Agreement to a “notice” shall be deemed to be a reference to a “written notice” to be sent and received in accordance with Section 10.10 (Notices) (save as expressly provided for in this Agreement) (and the words “notify”, “notified”, “notification” shall be interpreted accordingly).

1.2“Affiliate” means any person or entity which directly or indirectly controls, or is controlled by, or is under common control with such entity. As used herein, “control” or “controlled” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of more than fifty percent (50%) of voting securities, by contract or otherwise. A person or entity shall only be considered an Affiliate under this Agreement, so long as such “control” exists. For the avoidance of doubt, Qualcomm Incorporated shall be considered an Affiliate of QTI for purposes of this Agreement.

1.3“Acquired Intellectual Property” means all Purchased Intellectual Property and Technology Packages as such terms are defined in the Purchase Agreement, excluding, for the avoidance of doubt, any improvements to such Intellectual Property Rights.

1.4“Acquired Intellectual Property Developments” means Copyrights and Know-How of QTI that QTI or any of its Affiliates (or any third party service provider on its or their behalf) creates on or after the Effective Date, which are embodied either in (i) modifications, if any, made by QTI to the Calliope2 Product, or (ii) bug fixes or error corrections made to the Monarch2 Product or Calliope2 Product, both (i) and (ii) solely in connection with QTI’s performance under the Transition Services Agreement entered into by and between the Parties concurrently with this Agreement (“TSA”).

1.5“Auditor” has the meaning given to it in Section 4.6 (Audit).

1.6“Bankruptcy Code” has the meaning given to it in Section 7.6 (Insolvency).

1.7“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in San Diego, California, U.S. or Paris, France are authorized or required to close.

1.8“Calliope2 Product” means the semi-conductor chip currently sold by LICENSEE under part number SQN3530 and marketed under the trademark “Calliope2” consisting of a package as described in Section 2.1 (Calliope2 Product) of Schedule A (Additional Terms).

1.9“Claim” has the meaning given to it in Section 8.2 (Procedure) of this Agreement.

1.10“Copyrights” means all copyrights, mask work rights, and all other rights corresponding thereto in any Work throughout the world (including all applications and registrations for any of the foregoing, all unregistered copyrights and all economic rights in copyrights).

1.11“Deliverables” has the meaning given to it in Section 10.5 (Export Compliance Assurance).

1.12“Disclosing Party” has the meaning given to it in Section 6 (Confidentiality).

1.13“EAR” has the meaning given to it in Section 10.5 (Export Compliance Assurance).

1.14“Existing Products” means the Monarch2 Product and Calliope2 Product.

1.15“Export” has the meaning given to it in Section 10.5 (Export Compliance Assurance) of this Agreement.

1.16“Future Products” means any Products which are developed by LICENSEE and which incorporate the Licensed Intellectual Property and which are not: (a) Existing Products, (b) Minor Improvements; or (c) Updates.

1.17“Indemnification Notice” has the meaning given to it in Section 8.2 (Procedure) of this Agreement.

1.18“Indemnified Parties” means, collectively, (i) QTI and its Affiliates, (ii) the successors and assigns (present or future) of QTI and/or its Affiliates, and (iii) the directors, officers, Affiliates, agents, representatives, sublicensees, and employees of QTI and its Affiliates, along with each of their successors and assigns (present and future).

1.19“Indemnifying Parties” has the meaning given to it in Section 8.1 (LICENSEE Indemnification) of this Agreement.

1.20“Information” means all non-public, confidential, or proprietary information of the Disclosing Party, whether in oral, written, electronic, or other form or media, whether or not such information is marked, designated, or otherwise identified as “confidential” and any information that, due to the nature of its subject matter or circumstances surrounding its disclosure, would reasonably be understood to be confidential or proprietary. The existence and terms of this Agreement shall be deemed the Information of each Party.

1.21“Intellectual Property Rights” or “IPR” means (i) all patents and all substitutions, reissues, divisions, continuations, continuations-in-part, reexaminations and extensions thereof, and supplemental protections certificates relating thereto, any confirmation patents or registration patents or patents of addition based on any such patents, and all counterparts thereof or substantial equivalents in any country, including all utility and industrial designs, and any applications or provisionals for any of the foregoing, (ii) utility models, copyrights, mask work rights, and rights in databases (including sui generis rights), and (iii) Know-How.

1.22“IP Tools” means the tools set forth on Schedule B (IP Tools).

1.23“Know-How” means any and all know-how, trade secrets, preparatory materials, and information of a confidential nature (in each case whether or not marked as such), including any information which describes Source Code, technical methods, calculation models and parameters of models, methodologies, processes, design and manufacturing processes of products or systems.

1.24“L3 IP” means those certain Intellectual Property Rights as set forth in Schedule D (L3 IP).

1.25“License” has the meaning given to it in Section 2.1 (License Grant to Licensed Intellectual Property).

1.26“Licensed Intellectual Property” means the Acquired Intellectual Property and the Acquired Intellectual Property Developments, collectively, but excluding the IP Tools, Unrestricted Intellectual Property and L3 IP.

1.27 “Licensed Products” means the Existing Products, Minor Improvements, Updates and Future Products.

1.28“LICENSEE Customers” means LICENSEE’s customers (at any time prior to, on or after the Effective Date).

1.29“Losses” means any claims, suits, proceedings, demands, adjustments, causes of action, liabilities, losses, damages, fines, costs, fees and expenses (including without limitation reasonable attorneys’ fees, settlement expenses and other professional fees and expenses).

1.30“Minor Improvements” means improvements of the Acquired Intellectual Property by software, new modules, or other hardware designs (solely to the extent such hardware designs do not impact the performance, features or functionalities of an Existing Product).

1.31“Module Hardware Design” means the specific hardware design (PCB and test tools) of the Monarch2 module (GN02s) and Calliope2 module (GC02S1-NA, EU and JP).

1.32“Monarch2 Product” means the semi-conductor chip currently sold by Seller under part number SQN3430 and marketed under the trademark “Monarch2” consisting of a package as described in Section 2.2 (Monarch2 Product) of Schedule A (Additional Terms).

1.33“Object Code” means software in machine-readable and executable form, resulting from compilation or assembly of Source Code, which is readable by machines but is not generally readable by humans without reverse assembly, reverse compiling or reverse engineering.

1.34“Payment Statement” has the meaning given to it in Section 4.2 (Reports).

1.35“Person” means any natural person or legal entity of any kind.

1.36“Product” means any article, bundle of parts, devices, units or components of a product.

1.37“Receiving Party” has the meaning given to it in Section 6 (Confidentiality).

1.38“Representatives” means, with respect to a Party, its Affiliates and its and their officers, directors, employees, agents and legal advisors.

1.39“Source Code” means software in human-readable, high-level language form, which, when compiled or assembled, becomes Object Code.

1.40“Subsidiary” means any Person in which another party directly or indirectly owns, beneficially or of record, a majority of the outstanding equity or financial interests of such Person.

1.41“Taxes” or “Tax” means all forms of taxation including, but not limited to, withholdings, income tax, capital gains tax, duties, imposts, contributions (including social security contributions), rates and levies, sales tax, services tax, business tax, goods and services tax and any other form of value-added tax imposed by any governmental authority, whenever imposed and whether chargeable directly, indirectly or primarily against or attributable directly, indirectly or primarily to such company or any other Person and all penalties, charges, fines, costs and interest relating thereto.

1.42“Technical Support” has the meaning set forth in Section 2.7 (Technical Support) of this Agreement.

1.43“Technology” means all tangible embodiments of inventions (whether or not patentable), designs, discoveries and improvements included in or incorporated into the Monarch2 Technology Package and/or Calliope2 Technology Package, as such terms are defined in the Purchase Agreement.

1.44“Term” has the meaning set out in Section 7.1 (Term) of this Agreement.

1.45“Third Party IPRs” means IPRs owned by a Person that is not a Party to the Agreement.

1.46“Unrestricted Intellectual Property” means those certain Intellectual Property Rights as set forth in Schedule C (Unrestricted Intellectual Property).

1.47“Updates” means minor improvements (other than Minor Improvements) or enhancements to an Existing Product (e.g., bug fixes, error corrections or minor feature changes).

1.48“Upgrade(s)” means an improvement, enhancement, modification or derivation of the Acquired Intellectual Property that is not an Update or a Minor Improvement, including a new chip design, substantial performance improvements, major architectural changes, additional radio/connectivity capability, and/or significant new features and/or functionality.

1.49“Use” means to reproduce, represent, configure, evaluate, test, design, verify, monitor, analyze, compile, incorporate, embed, integrate, modify, implement, adapt, fix, lend, rent, communicate, publicly perform and display, distribute and/or otherwise fully commercially exploit.

1.50“Works” means any work of authorship, including software, libraries or other code (including middleware and firmware).

2LICENSES

2.1License Grant to Licensed Intellectual Property. Subject to the terms and conditions hereof, QTI, on behalf of itself and its Affiliates and their legal successors, heirs, and assigns, hereby grants to LICENSEE and its Affiliates a perpetual, irrevocable (except in connection with the termination of this Agreement), fully paid-up, royalty-free (except as provided below in Section 4.1 (Royalties)), non-exclusive, worldwide, nontransferable (except as described below in Section 10.2 (Assignment)) and non-sublicensable (except as provided in Section 3 of Schedule A (Additional Terms)) right and license under all of QTI’s and its Affiliates’ rights in the Licensed Intellectual Property to make, have made, Use, sell, offer to sell, import, distribute and develop Licensed Products (the “License”). The License shall include the right to:

2.1.1use the Licensed Intellectual Property to the extent necessary in performance of LICENSEE’s obligations pursuant to the TSA and the Master Supply Agreement agreed between the Parties and executed on the Effective Date.

2.1.2use the Licensed Intellectual Property in performance of the design, development, testing, manufacturing and packaging of Licensed Products;

2.1.3manufacture, or subject to Section 3 of Schedule A (Additional Terms), have manufactured on LICENSEE’s behalf, Licensed Products;

2.1.4demonstrate, market, import, export, sell, offer for sale and otherwise distribute, and sublicense the distribution of, directly or through multiple tiers of distribution, Licensed Products;

2.1.5use the Licensed Intellectual Property to provide support and maintenance services in connection with the Licensed Products;

2.1.6distribute the Licensed Intellectual Property, in whole or in part, to LICENSEE Customers as required for the purpose of such LICENSEE Customers being able to use, evaluate, test, modify, support and maintain Licensed Products; and

2.1.7incorporate or paraphrase in whole or in part the Licensed Intellectual Property documentation in materials and distribute such materials as part of, or for Use with, Licensed products unless the documentation is identified and clearly marked as “For QTI Internal Use Only”.

2.2License Grant to IP Tools and Unrestricted Intellectual Property. Subject to the terms and conditions hereof, QTI hereby grants to LICENSEE a perpetual, irrevocable, fully paid-up, royalty-free, non-exclusive, worldwide, right and license under QTI’s and its Affiliates’ Intellectual Property Rights in the IP Tools and Unrestricted Intellectual Property for LICENSEE’s business purposes. The foregoing license grant to IP Tools and Unrestricted Intellectual Property shall be sublicensable (through multiple tiers including in Source Code and Object Code) and transferable to third parties as LICENSEE desires to allow LICENSEE to exercise its rights under, and enjoy the benefits of the license granted under this Section 2.2. The rights granted in this Section 2.2 shall survive termination of this Agreement, to the extent that LICENSEE remains in material compliance with those terms and conditions that survive termination of this Agreement.

2.3License Grant to L3 IP. Subject to the terms and conditions hereof, QTI hereby grants to LICENSEE a perpetual, irrevocable (except in connection with the termination of this Agreement), fully paid-up, royalty-free, non-exclusive, worldwide, nontransferable (except as described below in Section 10.2 (Assignment)) and non-sublicensable (except as provided in Section 3 of Schedule A (Additional Terms)) right and license under QTI’s and its Affiliates’ Intellectual Property Rights in the L3 IP to make, have made, Use, sell, offer to sell, import, distribute and develop Licensed Products.

The licenses granted under Section 2.2 (License Grant to IP Tools and Unrestricted Intellectual Property) and Section 2.3 (License Grant to L3 IP) shall be in addition to any other licenses granted elsewhere by QTI under this Agreement.

2.4 No Transfer. Except as otherwise expressly permitted in this Agreement or as set forth in Section 10.2 (Assignment), LICENSEE may not assign, transfer, hypothecate, give as collateral, sell or otherwise alienate any of its rights and obligations hereunder without the prior written consent of QTI.

2.5 No Delivery. It is understood and agreed by the Parties that QTI shall have no obligation under this Agreement to deliver any Technology included in the Acquired Intellectual Property, a copy of which the Parties acknowledge shall be retained by Seller pursuant to the terms of the Purchase Agreement. Notwithstanding the foregoing, all such Technology shall be and remain QTI’s Information and subject to Section 7.3 (Effects of Termination).

2.6 No Development. It is understood and agreed by the Parties that QTI has no obligation under this Agreement, and nothing in this Agreement shall be construed to obligate QTI, to make any Minor Improvements, Updates or Upgrades to the Monarch2 Product or Calliope2 Product, including, without limitation, modifications included in the Acquired Intellectual Property Developments.

2.7 Technical Support. During the period commencing on the Effective Date and terminating on the earlier of (a) the twelve (12) month anniversary of the Effective Date, or (b) such time as QTI and/or one (1) or more of its Affiliates has provided in the aggregate four hundred (400) person-hours of Technical Support, QTI shall, upon LICENSEE’s request, use commercially reasonable efforts to provide to LICENSEE technical assistance solely in connection with LICENSEE’s operation of the Licensed Intellectual Property (“Technical Support”). The number of person-hours of Technical Support provided shall not exceed: (i) two hundred (200) person-hours during the first three (3)-month period of the Term; (ii) seventy-five (75) hours during the second three (3)-month period of the Term; (iii) seventy-five (75) hours during the third three (3)-month period of the Term; and (iv) fifty (50) hours during the fourth three (3)-month period of the Term. QTI shall designate the process by which LICENSEE may request such Technical Support, and for the avoidance doubt, QTI shall have no obligation to provide Technical Support to any LICENSEE Customer. Any and all content, materials, documentation and information provided by QTI to LICENSEE in connection with Technical Support shall be the Information of QTI and subject to the provisions of Section 6 (Confidentiality) of this Agreement. Unless otherwise agreed to by QTI, QTI shall have no obligation to provide Technical Support at a location other than the premises of QTI or its Affiliates. If Technical Support is to be performed at a location other than QTI’s premises, LICENSEE shall provide suitable space and facilities, and such other services or materials that QTI’s personnel reasonably request to perform the Technical Support at such location. TECHNICAL SUPPORT SHALL BE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OR GUARANTEES WHATSOEVER, INCLUDING BUT NOT LIMITED TO THOSE EXPRESS OR IMPLIED BY LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY CONDITIONS, ENDORSEMENTS, GUARANTEES, CONFORMITY OR USE, MERCHANTABILITY, MERCHANTABLE QUALITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. ALL OF THE FOREGOING ARE HEREBY EXPRESSLY DISCLAIMED AND EXCLUDED. FURTHERMORE, NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY QTI OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE OR EXTEND ANY WARRANTY.

3. OWNERSHIP RIGHTS

3.1 Retained Rights. Except as expressly provided herein, no Intellectual Property Rights are granted by QTI hereunder. For the avoidance of doubt, no Intellectual Property Rights of QTI existing prior to the Effective Date have been or will be licensed or provided hereunder.

3.2 Licensed Intellectual Property, IP Tools, Unrestricted Intellectual Property and L3 IP. As between LICENSEE and QTI, QTI shall retain all right, title and interest in and to the Licensed Intellectual Property, IP Tools, Unrestricted Intellectual Property and L3 IP, and to each whole or partial copy thereof. The only rights granted under the Licensed Intellectual Property, IP Tools, Unrestricted Intellectual Property and L3 IP are set forth in Section 2 (Licenses), above.

3.3 Minor Improvements, Updates and Upgrades. As between QTI and LICENSEE, under this Agreement, each Party shall own all Minor Improvements, Updates and Upgrades to (and all other modifications to or derivatives of) the Licensed Intellectual Property, IP Tools, Unrestricted Intellectual Property and L3 IP made by or on behalf of such Party, including all Intellectual Property Rights therein, and to each whole or partial copy thereof.

3.4 No Other Licenses or Intellectual Property Rights. Neither this Agreement, nor any act by QTI or its Affiliates pursuant to this Agreement shall vest in LICENSEE any license or any other rights whatsoever under any Intellectual Property Rights of QTI or its Affiliates other than as nonexclusive rights to the Licensed Intellectual Property, IP Tools, Unrestricted Intellectual Property, or L3 IP granted by QTI under Section 2 (Licenses) of this Agreement.

4.[***]

4.1 [***].

4.2 Reports. Upon achievement of Royalty Revenue (as defined in Section 1.9 of Schedule A (Additional Terms)) in excess of the Annual Revenue Threshold (as defined in Section 1.1 of Schedule A (Additional Terms)), LICENSEE shall promptly inform QTI of such occurrence. Beginning on the Effective Date, LICENSEE shall submit to QTI a detailed report within thirty (30) days following the end of calendar quarter in each of the Term indicating the total number of Licensed Products sold (and shall separately itemize Future Products) or Sublicense Income (as defined in Section 1.12 of Schedule A (Additional Terms)) earned, the gross revenue invoiced for such sales or sublicense, the total amount of Royalty Revenue accruing for such quarter, the amount of Future Product Revenue (as defined in Section 1.4 of Schedule A (Additional Terms)), and the calculation of the Royalty owed to QTI if the Annual Revenue Threshold has been met, and accounting of all revenue invoiced in the then-current Royalty Year (as defined in Section 1.10 of Schedule A (Additional Terms)) (each, a “Payment Statement”).

4.3 Records. LICENSEE shall maintain records of sales of Licensed Products and Sublicense Income reasonably necessary for the calculation of Royalty Revenue and Future Product Revenue and payments based on Royalty Revenue to be made to QTI hereunder, and retain such records for at least thirty-six (36) months following LICENSEE’s delivery of the Payment Statement with respect to the applicable Royalty Year.

4.4 Payment Terms. QTI shall issue an invoice to LICENSEE following receipt of a Payment Statement and LICENSEE shall remit all Royalty payments to QTI within forty-five (45) days of the invoice date. All payments are payable in United States dollars and shall be made via wire to an account specified by QTI, and paid in full without deductions or withholdings. In case of late payment by LICENSEE, LICENSEE shall incur late payment interests from the due date of payment of one percent (1%) per month on all past due amounts.

4.5 Taxes. LICENSEE will be solely responsible for any and all applicable Taxes imposed with respect to the Royalty Revenue, excluding, for clarity, taxes on QTI’s income.

4.6 Audit. At the request of QTI within forty-eight (48) months after receiving any report or notification under Section 4.2 (Reports), LICENSEE shall permit an independent certified public accountant designated by QTI (the “Auditor”) to access LICENSEE’s records maintained pursuant to Section 4.3 (Records) upon reasonable but not less than twenty (20) days’ prior written notice to LICENSEE solely for the purpose of verifying the information in such report or notification in relation to any Royalty payments. Such audits may not be performed more than once per calendar year. If the results of any audit reflect an underpayment by LICENSEE of three percent or more for the period audited, then LICENSEE shall promptly pay for all costs and expenses of such audit by QTI. All underpayments shall be corrected and paid within thirty (30) days of notice from QTI to LICENSEE, along with interest on amounts due, which shall accrue from the date the payment would have originally been due. The audit report shall be shared with LICENSEE’s third-party auditors and/or accountants and shall be considered QTI’s Information subject to the provisions of Section 6 (Confidentiality) and shall not be shared with LICENSEE except that LICENSEE may be provided with sufficient information from the audit report to understand its conclusions and raise and dispute any reported underpayments.

5. REPRESENTATIONS AND WARRANTIES

5.1 Representations and Warranties of LICENSEE.

5.1.1 Authority. LICENSEE represents, warrants and covenants to QTI as follows:

(a) LICENSEE is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was organized;

(b) LICENSEE has the right, power and authority to enter into and perform its obligations under this Agreement;

(c) the execution and delivery hereof and performance hereunder by LICENSEE has been duly approved on the part of LICENSEE, and this Agreement has been duly executed and delivered by LICENSEE; and

(d) the person signing this Agreement on behalf of LICENSEE has been duly authorized and empowered to execute and deliver this Agreement.

5.1.2 No Conflicts. LICENSEE represents, warrants and covenants to QTI that the execution and delivery of this Agreement and the performance hereunder by LICENSEE does not and will not violate, conflict with or constitute a breach of or default under or require any consent pursuant to any law, rule or regulation presently applicable to LICENSEE, its certificate of incorporation, bylaws or other governing instruments, any order, decree, judgment or award of any court, regulatory body or other tribunal, or any agreement, instrument or undertaking to which LICENSEE is a party or by which it or any of its property is bound.

5.2 Representations and Warranties of QTI.

5.2.1 Authority. QTI represents, warrants and covenants to LICENSEE as follows:

(a) QTI is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was organized;

(b) QTI has the right, power and authority to enter into and perform its obligations under this Agreement;

(c) the execution and delivery hereof and performance hereunder by QTI has been duly authorized by all necessary corporate action on the part of QTI, and this Agreement has been duly executed and delivered by QTI; and

(d) the person signing this Agreement on behalf of QTI has been duly authorized and empowered to execute and deliver this Agreement.

5.2.2 No Conflicts. QTI represents, warrants and covenants to LICENSEE that the execution and delivery of this Agreement and the performance hereunder by QTI does not and will not violate, conflict with or constitute a breach of or default under or require any consent pursuant to any law, rule or regulation presently applicable to QTI, its organizational documents, bylaws or other governing instruments, any order, decree, judgment or award of any court, regulatory body or other tribunal, or any agreement, instrument or undertaking to which QTI is a party or by which it or any of its property is bound.

5.2.3 Warranty Disclaimer. EXCEPT FOR THE WARRANTIES EXPRESSLY STATED IN THIS SECTION 5.2 (REPRESENTATIONS AND WARRANTIES OF QTI) OF THIS AGREEMENT, THERE ARE NO WARRANTIES MADE BY QTI, EITHER EXPRESS OR IMPLIED, AND THE LICENSED INTELLECTUAL PROPERTY, IP TOOLS, UNRESTRICTED INTELLECTUAL PROPERTY AND L3 IP ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OR GUARANTEES WHATSOEVER, INCLUDING BUT NOT LIMITED TO THOSE EXPRESS OR IMPLIED BY LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY CONDITIONS, ENDORSEMENTS, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF DURABILITY, CONFORMITY OR USE, MERCHANTABILITY, MERCHANTABLE QUALITY, NON-INFRINGEMENT, SATISFACTORY QUALITY OR TITLE ARISING FROM A STATUTE OR CUSTOM OR COURSE OF DEALING OR USAGE OF TRADE. ALL OF THE FOREGOING ARE HEREBY EXPRESSLY DISCLAIMED AND EXCLUDED, INCLUDING WITH REGARD TO THE LICENSED INTELLECTUAL PROPERTY, IP TOOLS, THE UNRESTRICTED INTELLECTUAL PROPERTY AND L3 IP. FURTHERMORE, NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY QTI OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE OR EXTEND ANY WARRANTY.

6. CONFIDENTIALITY

6.1 Confidentiality Obligations. Each Party (the “Receiving Party”) acknowledges that in connection with this Agreement it may receive or gain access to Information of the other Party (the “Disclosing Party”). The Receiving Party shall: (a) treat the Disclosing Party’s Information with at least the same degree of care as it would use for its own non-public, confidential or proprietary information (but in no event less than reasonable care) and to safeguard the Disclosing Party’s Information from use or disclosure other than as permitted hereby; (b) not use the Disclosing Party’s Information other than as strictly necessary to exercise its rights and perform its obligations under this Agreement; and (c) maintain the Disclosing Party’s Information in strict confidence and, subject to Section 6.2 (Exceptions), not disclose the Disclosing Party’s Information without the Disclosing Party’s prior written consent, provided, however, the Receiving Party may disclose the Information to its Representatives who: (i) have a need to know the Information for purposes of the Receiving Party’s performance, or exercise of its rights with respect to such Information, under this Agreement; (ii) have been apprised of this restriction; and (iii) are themselves bound by written nondisclosure agreements at least as restrictive as those set out in this Section 6 (Confidentiality), provided further that the Receiving Party will be responsible for ensuring its Representatives’ compliance with, and will be liable for any breach by its Representatives of, this Section 6 (Confidentiality).

6.2 Exceptions.

6.2.1 If the Receiving Party is required by law, legal process, any governmental authority or the rules of a securities exchange to disclose any Information, the Receiving Party shall:

(a) provide prompt advance written notice to the Disclosing Party so the Disclosing Party may seek a protective order or other appropriate remedy or waive its rights under this Section 6 (Confidentiality); and

(b) disclose only the portion of Information it is legally required to furnish.

6.2.2 If a protective order or other remedy is not obtained, or the Disclosing Party waives compliance under Section 6 (Confidentiality), the Receiving Party shall, at the Disclosing Party’s expense, use reasonable efforts to obtain assurance that the Information will be afforded confidential treatment.

6.2.3 In the event that a Party is required to disclose the existence and/or terms of this Agreement as part of its filing requirements under applicable law, the Party making such determination shall allow the other Party reasonable time to comment on such disclosure in advance of its issuance, provided that no such obligation shall apply to the extent such disclosure contains only information that has been previously included in disclosure issued in accordance with this Section 6.2 (Exceptions) or Section 6.4 (Press Releases).

6.3 No Licenses. Except as stated herein, no license is either granted or implied by the conveying of Information to the other Party.

6.4 Press Releases. A Party’s press release or other public statement, advertising or promotional material that mentions (a) the other Party by name or (b) subject to Section 6.2.3, this Agreement or any term or condition hereof, requires the written consent of the other Party. Subject to Section 6.2.3, either Party may withhold or condition its consent in its sole discretion.

6.5 Independent Development. Each Party understands that the other Party may currently or in the future be developing information internally, or receiving information from other parties, that may be similar to their Information. Accordingly, nothing in this Agreement will be construed as a representation or inference that a Party will not develop products, or have products developed for it, that, without violation of this Agreement, compete with the products or systems contemplated by the other Party’s Information. Each Party and its Affiliates retain the right to develop and commercialize competing products and services; provided that such Party and its Affiliates comply with the terms and conditions of this Section 6 (Confidentiality).

7. TERM AND TERMINATION

7.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue, unless terminated in accordance with Section 7.2 (Termination for Cause) (the “Term”).

7.2 Termination for Cause. Without prejudice to any other right or remedy which may be available to it and solely as provided under this Agreement, either Party shall be entitled to immediately terminate this Agreement (including any or all Appendices incorporated hereunder) by giving written notice to the other, if the other Party:

7.2.1 has committed a material breach of its material obligations hereunder which is not capable of remedy, in which case no cure period will be required;

7.2.2 has committed a material breach of its material obligations hereunder which is capable of remedy (including payment obligations under this Agreement), but which has not been remedied within a period of ninety (90) calendar days following receipt of written notice to do so; or

7.2.3 to the extent permitted under applicable law, ceases conducting business in the normal course, files for or is placed in bankruptcy from which it does not emerge within ninety (90) calendar days of filing; any circumstances arise which would entitle the court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order; or makes any voluntary arrangement with its creditors for the general settlement of its debts or becomes subject to an administration order.

7.3 Effects of Termination.

7.3.1 Unless otherwise expressly set forth in this Agreement, the licenses, rights and covenants granted herein and the obligations imposed hereunder (except the confidentiality obligations specified under this Agreement) shall cease upon termination of this Agreement. In addition to the foregoing, LICENSEE’s Royalty payment and reporting obligations shall survive in respect of any Royalties due to QTI as of the effective date of termination. Except as hereby provided, and notwithstanding anything to the contrary herein, in the event of termination of this Agreement for any reason, (a) all sublicenses to Licensed Intellectual Property or portions thereof granted to LICENSEE Customers in accordance with the provisions of Section 3 of Schedule A (Additional Terms) shall remain unaffected and survive any such termination but shall not be extended or renewed upon their expiry or termination; and (b) LICENSEE shall be permitted to fulfill any existing or pending purchase orders for Licensed Products for a period of one hundred and eighty (180) days after the effective date of termination (provided, for the avoidance of doubt, that LICENSEE shall not enter into any new purchase orders following the effective date of termination). LICENSEE’S’s royalty payment obligations under Section 4.1 (Royalties) shall survive with respect to any Licensed Products sold during such period.

7.3.2 termination of this Agreement for any reason, each Party will promptly return to the other or destroy, as requested by the disclosing Party, all of the other Party’s Information within its possession or control, provided, however, that QTI may keep Information for its internal records (including for archival purposes) in accordance with QTI’s standard corporate retention policy. Such retention would not free QTI from any confidentiality obligations under this Agreement.

7.4 No Liability for Termination. Neither Party shall incur any liability whatsoever for any damage, loss or expense of any kind suffered or incurred by the other Party that results solely from a termination of this Agreement by such Party, as permitted by the terms and conditions of this Agreement. Termination of this Agreement will be without prejudice to any other right or remedy of either Party.

7.5 Continuing Obligations. The Parties shall continue to perform all applicable obligations pursuant to this Agreement prior to the effective date of any termination.

7.6 Insolvency. In the event of QTI’s insolvency, LICENSEE may retain and Use QTI’s Information and Licensed Intellectual Property in accordance with the rights granted under Section 2 (Licenses). Such retained use would not free LICENSEE from any obligations and restrictions under this Agreement, including but not limited to the payment provisions and license restrictions. For the avoidance of doubt, the Parties intend and acknowledge that all licenses granted under or pursuant to this Agreement are, and shall otherwise be deemed to be, licenses to use “intellectual property” as such term is defined under section 101(35A) of title 11 of the United States Code (the “Bankruptcy Code”). QTI agrees that LICENSEE may fully exercise all of its rights and elections under the Bankruptcy Code, including, without limitation, section 365(n) of the Bankruptcy Code, and any foreign equivalent thereto in any country having jurisdiction over a Party or its assets. QTI shall not challenge or take any position contrary to such characterization and the exercise of such rights. The Parties further agree that, in the event of the commencement of bankruptcy proceeding by or against QTI under the Bankruptcy Code, LICENSEE shall be entitled to retain all of its rights under this Agreement.

8. INDEMNIFICATION

8.1 LICENSEE Indemnification. Subject to the procedures set forth in Section 8.2 (Procedure) below, LICENSEE and its Affiliates, along with all of their successors and assigns (present or future) (collectively the “Indemnifying Parties”), shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses incurred by the Indemnified Parties based on or arising out of:

8.1.1 a Claim brought against an Indemnified Party that one or more Future Products is infringing or misappropriating any Third Party IPRs, including Claims of inducement, combination or contributory infringement, or alleged infringement by such Future Products;

8.1.2 any violation by the Indemnifying Party of any applicable law, statute or ordinance or any applicable governmental administrative order, rule or regulation applicable to the Indemnifying Party in its performance of its obligations under this Agreement or to the performance by the Indemnifying Party of its obligations hereunder.

Any Losses shall be paid directly by Indemnifying Parties, subject to the procedures set forth below.

8.2 Procedure. QTI shall use commercially reasonable efforts to notify LICENSEE upon its receipt of any claim, suit, or proceeding (each, a “Claim”) for which indemnity may be sought pursuant to Section 8.1 as soon as possible, but no later than thirty (30) calendar days after QTI’s receipt of the Claim (“Indemnification Notice”), provided, however, the failure of QTI to notify LICENSEE within such timeframe shall not relieve LICENSEE or any other Indemnifying Party of any liability that it may have to QTI or any other Indemnified Parties, except to the extent if and only if the defense of such Claim was materially impaired by QTI’s failure to give notice within such timeframe. With regard to any such Claim for which indemnity may be sought hereunder, QTI and LICENSEE agree that QTI shall, in its sole and absolute discretion, either (a) control the defense of any such Claim or (b) direct LICENSEE to control such defense, in which case LICENSEE shall retain counsel reasonably satisfactory to QTI. QTI shall notify LICENSEE of its election within thirty (30) calendar days of the applicable Indemnification Notice.

8.2.1 In the case where QTI elects to control the defense of any such Claim, then:

(a) QTI shall take reasonable efforts to defend such Claim, as well as provide, from time to time, LICENSEE with updates of the proceeding involving the defense of such Claim;

(b) LICENSEE and the other Indemnifying Parties shall pay, as incurred, the damages (other than QTI’s attorney fees which QTI shall be responsible for) associated with such Claim;

(c) LICENSEE may, at its option and its own cost, participate and appear with QTI in the defense, settlement and compromise of any such Claim; and

(d) If QTI desires to settle or compromise any Claim for which QTI is seeking indemnification from LICENSEE hereunder, prior to agreeing to any such settlement or compromise QTI shall obtain the prior written consent of LICENSEE (such consent not to be unreasonably withheld, delayed or conditioned).

8.2.2 In the case where QTI directs LICENSEE to control the defense of any such Claim, then:

(a) LICENSEE and the other Indemnifying Parties shall take reasonable efforts to defend such Claim and pay, as incurred, the Losses associated with such Claim (other than QTI’s attorney fees which QTI shall be responsible for only in the case where QTI elects to participate, at its option, in accordance with subsection 8.2.2(b) below);

(b) QTI may, at its option and its own cost, participate and appear with LICENSEE in the defense, settlement and compromise of any such Claim; and

(c) If LICENSEE desires to settle or compromise any Claim and such settlement or compromise would in any manner involve any action or forbearance by QTI or any other Indemnified Parties, prior to agreeing to any such settlement or compromise LICENSEE shall obtain the prior written consent of QTI (such consent not to be unreasonably withheld, delayed or conditioned).

8.3 Exclusions to LICENSEE Indemnity.

8.3.1 LICENSEE shall have no liability or obligation under this Section 8 (Indemnification) with respect to any Losses to the extent Losses are caused directly by any gross negligence or reckless or willful acts or omission of any Indemnified Party.

8.3.2 No Indemnified Party shall be entitled to double recovery for any indemnifiable Losses under this Agreement even though Losses may have resulted from the breach of one or more of the representations, warranties, agreements and covenants in this Agreement; provided, however, that the foregoing limitation shall not prevent an Indemnified Party from recovering all damages to which it is entitled hereunder arising out of the same set of facts and circumstances notwithstanding the fact that a Claim for such damages is based upon any representation, warranty, agreement or covenant.

9. LIMITATION OF LIABILITY

9.1 Consequential Damages. Except as set forth in Section 6.1 of Schedule A (Additional Terms), in no event will either Party be liable for incidental, consequential, indirect, special or punitive damages or lost revenue, data or profits arising from or in connection with this Agreement or anything provided hereunder. Any award of damages or costs by a court or attorneys’ fees for which LICENSEE has an obligation to indemnify shall be considered direct damages to the indemnitee (regardless how such damages are characterized by the court).

9.2 Liability Caps. Each party’s cumulative total liability under this Agreement shall be as set forth in Section 6.2 of Schedule A (Additional Terms).

9.3 Application of Limitations of Liability. The limitations on and disclaimers of remedies, warranties and damages set forth in this Agreement will apply regardless of: (a) whether any specified remedy fails of its essential purpose, (b) the form of action (e.g., contract, tort, statute, or other legal theory) and (c) whether either Party was advised of the possibility of such damages or such damages were foreseeable. These limitations and disclaimers reflect the Parties’ reasonable allocation of the risks associated with any performance or non-performance under this Agreement and are included in this Agreement as a material inducement for the Parties to enter into it.

10. GENERAL

10.1 Survival. The provisions of Sections 1 (Definitions & Interpretation), 2.2 (License Grant to IP Tools and Unrestricted Intellectual Property), 2.4 (No Transfer), 2.5 (No Delivery), 3 (Ownership Rights), 4 (Payment), 5 (Representations and Warranties), 6 (Confidentiality), 7.3 (Effects of Termination), 7.4 (No Liability for Termination), 7.6 (Insolvency), 8 (Indemnification), 9 (Limitation of Liability) and 10 (General) shall survive the expiration or termination of this Agreement.

10.2 Assignment. Except as provided herein or in Section 7 of Schedule A (Additional Terms), neither Party shall assign this Agreement or any right or interest under this Agreement or delegate any obligation to be performed under this Agreement without the non-assigning Party’s prior written consent, which consent shall not be unreasonably withheld. Any attempted assignment in contravention of this Section shall be void.

10.3 Independent Contractor. Neither Party is authorized to act for or on behalf of the other Party under this Agreement, nor as an agent or legal representative of the other to create any obligation, express or implied, on behalf of the other. Each Party is an independent contractor, and no principal/agent, joint venture or partnership relationship is created between them by this Agreement.

10.4 Trademarks. Notwithstanding anything to the contrary herein, this Agreement shall not be construed as conferring any license or right with respect to any trademark, logo, service mark, or trade or brand name of QTI or any of its Affiliates, or any other name or mark, or contraction, abbreviation or simulation thereof.

10.5 Export Compliance Assurance. LICENSEE acknowledges that all hardware, software, source code and technology (collectively, “Deliverables”) obtained from QTI, if any, are subject to U.S. government export control and economic sanctions laws, including, but not limited to, the Export Administration Regulations (“EAR”, 15 CFR 730 et seq.) administered by the Department of Commerce, Bureau of Industry and Security and the Foreign Asset Control Regulations (31 CFR 500 et seq.) administered by the Department of Treasury, Office of Foreign Assets Control.

LICENSEE assures that it, its subsidiaries, Affiliates and subcontractors will not and will not permit any third party to directly or indirectly export, re-export, transfer or release (collectively, “Export”) any Deliverables or direct product thereof to any destination, person, entity or end use prohibited or restricted under U.S. law without first completing all required undertakings (including obtaining any necessary export license or other governmental approval).

The U.S. government maintains embargoes and sanctions against the countries listed in Country Groups E:1/2 of the EAR (Supplement 1 to part 740), currently Cuba, Iran, North Korea and Syria, but any amendments to these lists shall apply. LICENSEE agrees not to directly or indirectly employ any Deliverable received from QTI in missile technology, sensitive nuclear or chemical biological weapons activities, or in any manner Export any Deliverable to any party for such end use. Furthermore, LICENSEE shall not Export Deliverables listed in Supplement 2 to part 744 of the EAR for military end-uses, as defined in part 744.21, to the People’s Republic of China or for a military end-use or to military end-users in Russia or Venezuela. LICENSEE shall not Export any Deliverable to any party listed on any of the denied parties lists or specially designated nationals lists maintained under said regulations without appropriate U.S. government authorization to the extent required by regulation. LICENSEE acknowledges that other countries may have trade laws pertaining to the Export, import, use, or distribution of Deliverables, and that compliance with same is the responsibility of LICENSEE.

This Section 10.5 (Export Compliance Assurance) shall survive the expiration or termination of this Agreement.

10.6 Equitable Remedy. The Parties acknowledge that a breach of this Agreement may cause irreparable damage for which recovery of money damages would be inadequate and that, in addition to any and all other remedies available at law and equity, each Party shall be entitled to seek (without the posting of a bond) injunctive relief to protect its rights under this Agreement.

10.7 Waiver. The delay or failure on the part of either Party to exercise any right or remedy arising from this Agreement shall not operate as a waiver thereof; nor shall any single or partial exercise of any right or remedy arising therefrom preclude any other or future exercise thereof or the exercise of any other right or remedy arising from this Agreement or by law.

10.8 Compliance with Anti-Corruption Laws. In connection with the transactions contemplated by this Agreement or in connection with any other business transactions involving the other Party or its Affiliates, each Party, and everyone acting on its behalf, will comply with and will not violate any applicable anti-corruption law or international anti-corruption standards, including but not limited to the U.S. Foreign Corrupt Practices Act, in connection with the performance of its obligations under this Agreement. Neither Party has, and covenants and agrees that it will not, in connection with the transactions contemplated by this Agreement or in connection with any other business transactions involving the other Party or its Affiliates, make, promise, or offer to make any payment or transfer anything of value, directly or indirectly, to any individual to secure an improper advantage. It is the intent of the Parties that no payments or transfer of value shall be made which have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining or retaining business.

10.9 Applicable Law; Dispute Resolution.

10.9.1 Applicable Law. This Agreement will be governed by and construed and enforced in accordance with the laws of the State of New York without regard to conflict of laws principles.

10.9.2 Dispute Resolution and Attorney Fees. All disputes, controversies, or claims arising out of, relating to or in connection with this Agreement, including any question regarding its existence, validity, termination, or the determination of the scope of the agreement to arbitrate, shall be finally settled by binding arbitration administered by the International Chamber of Commerce and conducted pursuant to its Rules of Arbitration by three (3) arbitrators appointed in accordance with said Rules of Arbitration. The place of arbitration shall be New York, New York, U.S.A., and the exclusive language to be used for the arbitral proceedings shall be English.

The prevailing party shall be entitled to recover, in addition to any damages, its reasonable attorneys’ fees and costs incurred in connection with the arbitration.

Nothing herein will prevent a Party, prior to appointment of the arbitrator, from making application to any court of competent jurisdiction, for any provisional remedy available at law or in equity. Such application for relief shall not constitute a waiver of this agreement to arbitrate. Upon appointment, the arbitrator shall have exclusive authority to order provisional or interim relief, except that any relief ordered by the arbitrator may be immediately and specifically enforced by a court otherwise having jurisdiction. The Parties waive objection to venue, including forum non conveniens or other similar doctrine, and consent to the non-exclusive personal jurisdiction of the federal courts of New York, New York, U.S.A. in any action to recognize or enforce this agreement to arbitrate or any order or award of the arbitrator, or for the provisional or interim remedies provided for herein. Judgment upon the award may be entered by any court having jurisdiction thereof.

Discovery shall be limited to written requests for the production of specific documents or narrow categories of documents that are relevant and material to the outcome of the case. There shall be no depositions of witnesses. The final award must be rendered within nine (9) months of the appointment of the full arbitral tribunal. This time limit may be extended by consent of the Parties or by the Tribunal for good cause, provided that an award shall not be invalid for being rendered after the time period herein specified, or after any extended period. EXCEPT AS PROVIDED IN SECTION 10.6 (EQUITABLE REMEDY), EACH PARTY HERETO HEREBY AGREES THAT THE ARBITRATION PROCEDURE PROVIDED HEREIN WILL BE THE SOLE AND EXCLUSIVE METHOD OF RESOLVING ANY OF THE AFORESAID DISPUTES, CONTROVERSIES OR CLAIMS.

The Parties shall keep the arbitral proceedings and all awards confidential, as well as all documents, testimony or other information disclosed by another party during the proceedings, and all such information shall constitute Information as defined above, except as required by law or as necessary to protect or pursue a legal right or to enforce or challenge an award in bona fide legal proceedings before a judicial authority. Provided the recipients agree to keep such information confidential, Information may be disclosed to outside attorneys, auditors or accountants of the Parties.

10.10 Notices. All notices to be given under this Agreement shall be in writing and shall be deemed to be validly given by delivery thereof to its recipient if (a) delivered upon hand delivery with signature of an authorized recipient that confirms receipt, or (b) by deposit in the mail of the home country of the Party, postage prepaid, by certified or registered mail or equivalent, or (c) by nationally recognized overnight courier service (e.g., FedEx, UPS) prepaid, all of which are addressed to the other Party at its addresses set forth below or such other address that a Party may notify the other Party from time to time, in accordance with this Section 10.10 (Notices). Any written notice is deemed to have been received, if sent by hand delivery, certified or registered, first class (or equivalent) mail or prepaid overnight courier, at the time of its delivery.

QTI: Qualcomm Technologies, Inc.

5775 Morehouse Drive

San Diego, CA 92121, USA

Attn: QCT Division Counsel

LICENSEE: Sequans Communications S.A.

15-55 Charles de Gaulle

92700 Colombes, France

Attn: President

10.11 Severability. In the event that any provision of this Agreement is prohibited by any law governing its construction, performance or enforcement, such provision shall be ineffective to the extent of such prohibition without invalidating thereby any of the remaining provisions of this Agreement.

10.12 Force Majeure. Except with respect to payment obligations, neither Party to this Agreement shall be liable for its failure to perform any of its obligations hereunder during any period in which such performance is prevented by any cause beyond its control, provided that such Party shall give prompt notice of such cause to the other Party, uses commercially reasonable efforts to avoid or remove such causes of nonperformance and performs as promptly as possible after occurrence of such cause. Force majeure events shall include an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike, pandemic, or denial of service attack.

10.13 Counterparts and Facsimiles. This Agreement may be executed in two (2) or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile, email or other standard means of electronic transmission is deemed effective as delivery of an originally executed counterpart of this Agreement.

10.14 Entire Agreement. This Agreement, including its Appendices, sets forth the entire agreement between the Parties relating to the subject matter herein, and supersedes and replaces all prior or contemporaneous agreements, discussions and understandings, written or oral, with respect to such subject matter. This Agreement shall take precedence over and govern in case of any additional, different or conflicting terms and conditions in the any purchase order, acknowledgement, invoice or any other such form from either Party, and any such forms may not vary the terms or conditions of this Agreement. Additional or conflicting terms and conditions on a purchase order, acknowledgement, invoice or other form of either Party shall be of no effect and are hereby rejected. The terms and conditions of this Agreement may not be modified or amended except in writing which states that it is such a modification or amendment, and is signed by an authorized representative of each Party hereto.

IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly authorized representatives as of the Effective Date.

[signature page follows]


Qualcomm Technologies, Inc.			Sequans Communications S.A.
By: Name: Duane Nelles II Title: Senior VP, Corporate Developmen			By: Name: Georges Kara Title: Chairman & CEO

Schedule A

Additional Terms

[***]

Schedule B IP Tools

[***]

Schedule C Unrestricted Intellectual Property

[***]

Schedule D L3 IP

[***]

EX-8.1 9 exhibit81-listofsubsidiari.htm EX-8.1 LIST OF SUBSIDIARIES FY2024 Document

Exhibit 8.1

LIST OF SUBSIDIARIES



Name of Subsidiary						Jurisdiction
Sequans Communications Ltd.						United Kingdom
Sequans Communications Inc.						California (United States)
Sequans Communications Ltd. Pte.						Singapore
Sequans Communications (Israel) Ltd.						Israel
Sequans Communications Finland Oy						Finland
Sequans Communications SAS (Inactive)						France
ACP Advanced Circuit Pursuit AG						Switzerland

EX-12.1 10 exhibit121ceosoxcertificat.htm EX-12.1 CEO SOX CERTIFICAT Document

Exhibit 12.1

Certification by the Chief Executive Officer Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Dr. Georges Karam, certify that:


			1			I have reviewed this Annual Report on Form 20-F of Sequans Communications S.A.;


			2			Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


			3			Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;


			4			The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:


			a.			Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


			b.			Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


			c.			Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


			d.			Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and


			5			The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):


			a.			All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and


			b.			Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: April 30, 2025


/s/ Dr. Georges Karam
Name: Dr. Georges Karam
Title: Chief Executive Officer

EX-12.2 11 exhibit122cfosoxcertificat.htm EX-12.2 CFO SOX CERTIFICAT Document

Exhibit 12.2

Certification by the Chief Financial Officer Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Deborah Choate, certify that:


			1			I have reviewed this Annual Report on Form 20-F of Sequans Communications S.A.;


			2			Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


			3			Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;


			4			The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:


			a.			Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


			b.			Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


			c.			Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


			d.			Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and


			5			The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):


			a.			All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and


			b.			Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: April 30, 2025


/s/ Deborah Choate
Name: Deborah Choate
Title: Chief Financial Officer

EX-13.1 12 exhibit131-ceosoxcertifica.htm EX-13.1 CEO SOX CERTIFICATION - SECTION 906 FY2022 Document

Exhibit 13.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Sequans Communications S.A. (the “Company”) on Form 20-F for the fiscal year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dr. Georges Karam, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:


			(1)			The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


			(2)			The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 30, 2025



By:						/s/ Dr. Georges Karam
						Name: Dr. Georges Karam Title: Chief Executive Officer

EX-13.2 13 exhibit132cfosoxcertificat.htm EX-13.2 CFO SOX CERTIFICATION - SECTION 906 FY2022 Document

Exhibit 13.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Sequans Communications S.A. (the “Company”) on Form 20-F for the fiscal year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Deborah Choate, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:


			(1)			The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


			(2)			The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 30, 2025



By:						/s/ Deborah Choate
						Name: Deborah Choate Title: Chief Financial Officer

EX-15.1 14 exhibit151eyconsentfy2024.htm EX-15.1 EY CONSENT Document

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the following Registration Statements:


(1)			Registration Statement (Form S-8 No. 333-203539) pertaining to the Stock Option Subscription Plan 2014-1, BSA Subscription Plan 2014-1 and BSA (Warrants) Issuance Agreements dated June 26, 2014 of Sequans Communications S.A.,
(2)			Registration Statement (Form S-8 No. 333-211011) pertaining to the Stock Option Subscription Plan 2015-1 and BSA (Warrants) Issuance Agreements dated June 29, 2015 of Sequans Communications S.A.,
(3)			Registration Statement (Form S-8 No. 333-214444) pertaining to the Stock Options Subscription Plan 2016-1, Restricted Share Award Plan 2016-1, BSA (Warrants) Subscription Plan 2016-1, BSA (Warrants) Subscription Plan 2016-2 and BSA (Warrants) Issuance Agreements dated June 28, 2016 of Sequans Communications S.A.,
(4)			Registration Statement (Form S-8 No. 333-215911) pertaining to the Restricted Share Award Plan 2016-2 Agreement dated June 28, 2016 of Sequans Communications S.A.,
(5)			Registration Statement (Form S-8 No. 333-219430) pertaining to the Stock Option subscription Plan 2017-1, Restricted Share Aware Plan 2017-1, Restricted Share Aware Plan 2017-2, Restricted Share Aware Plan 2017-3, BSA (Warrants) Issuance Agreement 2017-1, BSA (Warrants) Issuance Agreement 2017-2 and BSA (Warrants) Issuance Agreements dated June 30, 2017 of Sequans Communications S.A.,
(6)			Registration Statement (Form S-8 No. 333-226458) pertaining to the Stock Option Subscription Plan 2018, Restricted Share Award Plan 2018-1, Restricted Share Award Plan 2018-2, BSA 2018-1 (Warrants) Issuance Agreement, BSA 2018-2 (Warrants) Issuance Agreement, BSA (Warrants) Issuance Agreement, dated June 29, 2018, and Restricted Share Award Plan 2018-4 of Sequans Communications S.A.,
(7)			Registration Statement (Form S-8 No. 333-233473) pertaining to the Stock Option Subscription Plan 2019, Restricted Share Award Plan 2019-1, Restricted Share Award Plan 2019-2, BSA 2019-1 (Warrants) Issuance Agreement, BSA 2019-2 (Warrants) Issuance Agreement, and BSA (Warrants) Issuance Agreement, Dated July 1, 2019 of Sequans Communications S.A.,
(8)			Registration Statement (Form S-8 No. 333-239968) pertaining to the Stock Option Subscription Plan 2020, Restricted Share Award Plan 2020-1, Restricted Share Award Plan 2020-2, BSA 2020-1 (Warrants) Issuance Agreement, BSA 2020-2 (Warrants) Issuance Agreement, and Stock warrants Issuance Agreement, Dated June 29, 2020 of Sequans Communications S.A.,
(9)			Registration Statement (Form S-8 No. 333-259914 ) pertaining to the Stock Option Subscription Plan 2021, Restricted Share Award Plan 2021-1, Restricted Share Award Plan 2021-2, Partner Warrants 2021-1 Issuance Agreement, Partner Warrants 2021-2 Issuance Agreement, Director Warrants Issuance Agreement dates June 25, 2021,
(10)			Registration Statement (Form S-8 No. 333-266481) pertaining to Stock Option Subscription Plan 2022, Restricted Share Award Plan 2022-1, Restricted Share Award Plan 2022-2, Partner Warrants 2022-1 Issuance Agreement, Partner Warrants 2022-2 Issuance Agreement, Director Warrants Issuance Agreement, Dated June 24, 2022
(11)			Registration Statement (Form F-3 No. 333-271884) pertaining to registering for resale 11,683,493 ADSs, representing 46,733,972 ordinary shares issued by Sequans Communications S.A, to the Selling Securityholders on April 13, 2023, pursuant to the Securities Purchase Agreement, and on January 11, 2022, pursuant to the Renesas Securities Purchase Agreement.
of our report dated April 30, 2025, with respect to the consolidated financial statements of Sequans Communications S.A. included in this Annual Report (Form 20-F) of Sequans Communications S.A. for the year ended December 31, 2024.

/s/ Ernst & Young Audit

Paris - La Défense, France

April 30, 2025