OSPN / OneSpan Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

OneSpan Inc.
US ˙ NasdaqCM ˙ US68287N1000

Mga Batayang Estadistika
LEI 549300D67QDZG593UX89
CIK 1044777
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to OneSpan Inc.
SEC Filings (Chronological Order)
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August 6, 2025 EX-FILING FEES

Calculation of Filing Fee Tables

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) OneSpan Inc. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.001 par value per

August 6, 2025 S-8

As filed with the Securities and Exchange Commission on August 6, 2025

As filed with the Securities and Exchange Commission on August 6, 2025 Registration No.

August 5, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 000

August 5, 2025 EX-99.1

OneSpan Inc. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data)

Exhibit 99.1 OneSpan Reports Second Quarter 2025 Financial Results •Second quarter operating income increased 38% year-over-year to $10.5 million •Second quarter revenue decreased 2% year-over-year to $59.8 million •Second quarter subscription revenue increased 22% year-over-year to $36.2 million •Annual Recurring Revenue (ARR) increased 8% year-over-year to $177.8 million1 •Net Retention Rate (NR

August 5, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 5, 2025 OneSpan Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 5, 2025 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) (Commission File Number) (I

August 5, 2025 EX-10.1

ted 2019 Omnibus Ince

ONESPAN INC. AMENDED AND RESTATED 2019 OMNIBUS INCENTIVE PLAN I. INTRODUCTION 1.1 Purposes. The purposes of the OneSpan Inc. 2019 Omnibus Incentive Plan (this “Plan”) are (i) to align the interests of the Company’s stockholders and the recipients of awards under this Plan by increasing the proprietary interest of such recipients in the Company’s growth and success, (ii) to advance the interests of

June 24, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2025 OneSpan Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2025 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) (Commission File Number) (IR

June 24, 2025 EX-10.1

Credit Agreement, dated as of June 23, 2025, by and among OneSpan Inc., as Borrower, certain subsidiaries of OneSpan Inc., as Guarantors, the Lenders party thereto, and MUFG Bank, Ltd., as Administrative Agent, Swingline Lender and L/C Issuer

Execution Copy CREDIT AGREEMENT Dated as of June 23, 2025 among ONESPAN INC., as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER PARTY HERETO, as the Guarantors, MUFG BANK, LTD, as Administrative Agent, Swingline Lender and L/C Issuer, and THE LENDERS PARTY HERETO ************************************************ MUFG BANK, LTD, as Sole Lead Arranger and Sole Bookrunner [OneSpan] Credit Agreemen

June 10, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 6, 2025 OneSpan Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 6, 2025 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

June 10, 2025 EX-10.1

2019 Omnibus Incentive Plan of the Company, as amended

APPENDIX B AMENDMENT NO. 1 TO 2019 OMNIBUS INCENTIVE PLAN OF ONESPAN INC. WHEREAS, OneSpan Inc. (the “Company”) maintains the 2019 Omnibus Incentive Plan (the “Plan”); WHEREAS, the Board of Directors of the Company has determined that it is in the best interest of the Company and its stockholders to amend the Plan, pursuant to Section 5.2 of the Plan thereof, to increase the number of shares of Co

May 30, 2025 EX-1.01

Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD

Exhibit 1.01 to Form SD Conflict Minerals Report OneSpan Inc. 1. Introduction This is the Conflict Minerals Report (the “Report”) of OneSpan Inc. (“OneSpan”, “our” or “we”) filed with the U.S. Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2024 in accordance with the requirements of Rule 13p-1 (17 CFR 240.13p-1) of the Securities Exchange Act of 1934, as amended (th

May 30, 2025 SD

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ONESPAN INC. (Exact name of Registrant as specified in charter)

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ONESPAN INC. (Exact name of Registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation or organization) (Commission file number) (IRS Employer Identification No.) 1 Marina Park Drive, Unit 1410 Boston, MA 02210 (Address of principal exec

May 1, 2025 EX-99.1

OneSpan Inc. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data)

Exhibit 99.1 OneSpan Reports First Quarter 2025 Financial Results •First quarter operating income increased 22% year-over-year to $17.2 million •First quarter revenue decreased 2% year-over-year to $63.4 million •First quarter subscription revenue increased 9% year-over-year to $43.6 million •Annual Recurring Revenue (ARR) increased 9% year-over-year to $168.4 million1 •Net Retention Rate (NRR) of

May 1, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 1, 2025 OneSpan Inc. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 1, 2025 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

May 1, 2025 EX-10.4

Form of 2025 Time-Based RSU Agreement (General) under the Registrant’s 2019 Omnibus Incentive Plan

Form of 2025 Time-Based RSU Grant AWARD AGREEMENT FOR TIME-BASED RESTRICTED STOCK UNITS UNDER THE ONESPAN INC.

May 1, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 00

May 1, 2025 EX-10.3

Form of 2025 Performance-Based RSU Agreement under the Registrant’s 2019 Omnibus Incentive Plan

AWARD AGREEMENT FOR PERFORMANCE-BASED RESTRICTED STOCK UNITS UNDER THE ONESPAN INC.

May 1, 2025 EX-10.1

Management Incentive Plan of the Re

OneSpan Inc. 2025 Management Incentive Plan (MIP) 1.PURPOSE The purpose of the OneSpan Inc. (together with its subsidiaries, the “Company” or “OneSpan”) 2025 Management Incentive Plan (“2025 MIP”) is to share the success of the Company with our leaders and other key personnel. 2.PARTICIPATION To participate in the 2025 MIP, you must be a full-time employee of OneSpan unless otherwise approved in w

May 1, 2025 EX-10.2

Form of 2025 Time-Based RSU Agreement (Executive) under the Registrant’s 2019 Omnibus Incentive Plan

2025 Time Based RSU Grant - Executive AWARD AGREEMENT FOR TIME-BASED RESTRICTED STOCK UNITS UNDER THE ONESPAN INC.

April 23, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

February 27, 2025 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 27, 2025 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) (Commission File Number)

February 27, 2025 EX-10.1

between the Registrant and Victor Limongelli

Exhibit 10.1 Executive Employment Agreement This EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of July 31, 2024 (the “Effective Date”), by and between OneSpan North America, Inc. (the “Company”), and Victor Limongelli (“you”). WHEREAS the Company desires to employ you, and you desire to be employed by the Company, as President and Chief Executive Officer, on the amended terms outlin

February 27, 2025 EX-97

Dodd-Frank Compensation Recovery Policy (Incorporated by Reference to Exhibit 97 to the Registrant’s Form 10-K filed March 6, 2024)

ONESPAN INC. Dodd-Frank Compensation Recovery Policy This Compensation Recovery Policy (this “Policy”) is adopted by OneSpan Inc. (the “Company”) in accordance with Nasdaq Listing Rule 5608 (“Rule 5608”). This Policy is effective as of October 2, 2023 (the “Effective Date”). 1.Definitions (a)“Accounting Restatement” means a requirement that the Company prepare an accounting restatement due to the

February 27, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITI

February 27, 2025 EX-19

nsider Trading Policy

ONESPAN INC. Insider Trading Policy 1. BACKGROUND AND PURPOSE The United States federal securities laws prohibit any member of the Board of Directors (a “Director”), officer (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934 (the “Exchange Act”)) (an “executive officer”), or employee of OneSpan Inc. or its subsidiaries (together, the “Company”) from purchasing or selling Compan

February 27, 2025 EX-10.6

Registrant and Ashish Jain

Exhibit 10.6 Executive Employment Agreement This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the last date set forth on the signature page below by and between OneSpan North America, Inc. (the “Company”), and Ashish Jain (“you”). WHEREAS the Company desires to employ you, and you desire to be employed by the Company, as Chief Technology Officer, as of and following the Effective Date and

February 27, 2025 EX-21

Subsidiaries of Registrant

Exhibit 2.1 Subsidiaries of Registrant Entity Name Place of Incorporation or Organization OneSpan Australia Pty Ltd Australia OneSpan Pty Ltd Australia OneSpan Austria GmbH Austria OneSpan Europe NV Belgium OneSpan NV Belgium OneSpan Seguranca de Dados Brasil Ltda Brazil Dealflo Technology Inc. New Brunswick, Canada OneSpan Canada Inc. New Brunswick, Canada OneSpan Software (Beijing) Co. Ltd. Chin

February 27, 2025 EX-99.1

OneSpan Inc. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data)

Exhibit 99.1 OneSpan Reports Fourth Quarter and Full Year 2024 Financial Results •Fourth quarter operating income was $11.8 million compared to $1.8 million in the fourth quarter of 2023; full year operating income was $44.8 million compared to an operating loss of $28.9 million for the full year 2023 •Fourth quarter revenue decreased 3% year-over-year to $61.2 million; full year revenue increased

December 16, 2024 EX-99.1

OneSpan Announces the Initiation of a Quarterly Cash Dividend

OneSpan Announces the Initiation of a Quarterly Cash Dividend BOSTON – December 16, 2024 – OneSpan Inc.

December 16, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 16, 2024 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) (Commission File Number)

October 30, 2024 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 30, 2024 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) (Commission File Number)

October 30, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file numbe

October 30, 2024 EX-99.1

OneSpan Inc. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data)

Exhibit 99.1 OneSpan Reports Third Quarter 2024 Financial Results •Operating income was $11.3 million, compared to an operating loss of $4.8 million in the year-ago period •Revenue decreased 4% year-over-year to $56.2 million •Subscription revenue increased 29% year-over-year to $33.6 million •Annual Recurring Revenue (ARR) increased 9% year-over-year to $163.9 million1 •Net Retention Rate (NRR) o

October 30, 2024 EX-10.1

2024 Management Incentive Plan

OneSpan Inc. 2024 Management Incentive Plan (MIP) (as amended August 14, 2024) 1.PURPOSE The purpose of the OneSpan Inc. (together with its subsidiaries, the “Company” or “OneSpan”) 2024 Management Incentive Plan (“2024 MIP”) is to share the success of the Company with our leaders and other key personnel. The 2024 MIP consists of two components (the “2024 MIP Components”): •the “H1 Component”, whi

October 30, 2024 EX-10.2

, 2024 between the Company and Victor Limongelli

October 22, 2024 Dear Vic, This letter is to confirm our agreement that your bonus opportunity under the 2024 Management Incentive Plan of OneSpan Inc.

August 9, 2024 SC 13D/A

OSPN / OneSpan Inc. / Legion Partners Asset Management, LLC - AMENDMENT NO. 13 TO THE SCHEDULE 13D Activist Investment

SC 13D/A 1 sc13da130905002608092024.htm AMENDMENT NO. 13 TO THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 13)1 OneSpan Inc. (Name of Issuer) Common Stock, $0.001 par value per share (T

August 1, 2024 EX-10.1

Executive Employment Agreement dated July 31, 2024 between the Company and Victor Limongelli

Exhibit 10.1 Executive Employment Agreement This EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of July 31, 2024 (the “Effective Date”), by and between OneSpan North America, Inc. (the “Company”), and Victor Limongelli (“you”). WHEREAS the Company desires to employ you, and you desire to be employed by the Company, as President and Chief Executive Officer, on the amended terms outlin

August 1, 2024 EX-10.2

between the Registrant and Victor Limongelli (Incorporated by Reference to

Exhibit 10.2 Limongelli, Victor - 2024 Performance Based RSU Grant AWARD AGREEMENT FOR PERFORMANCE-BASED RESTRICTED STOCK UNITS UNDER THE ONESPAN INC. 2019 OMNIBUS INCENTIVE PLAN THIS AWARD AGREEMENT FOR RESTRICTED STOCK UNITS (this “Agreement”) is made as of July 31, 2024 (the “Effective Date”), between OneSpan Inc. (the “Company”) and the individual identified on the signature page and Exhibit A

August 1, 2024 EX-99.1

OneSpan Inc. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data)

Exhibit 99.1 OneSpan Reports Second Quarter 2024 Financial Results Second Quarter Financial Results •Second quarter revenue grew 9% year-over-year to $60.9 million •Second quarter subscription revenue grew 29% year-over-year to $29.6 million •Annual Recurring Revenue (ARR) increased 15% year-over-year to $165.3 million1 •Net Retention Rate (NRR) of 112%2 BOSTON, August 1, 2024 – OneSpan Inc. (NASD

August 1, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 31, 2024 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) (Commission File Number) (IR

August 1, 2024 EX-10.1

Exhibit 10.1 - Form of Performance-Based RSU Agreement under the Registrant’s 2019 Omnibus Incentive Plan

AWARD AGREEMENT FOR PERFORMANCE-BASED RESTRICTED STOCK UNITS UNDER THE ONESPAN INC.

August 1, 2024 EX-10.2

Exhibit 10.2 - Form of Time-Based RSU Agreement (Executive) under the Registrant’s 2019 Omnibus Incentive Plan

2024 Time Based RSU Grant - Executive AWARD AGREEMENT FOR TIME-BASED RESTRICTED STOCK UNITS UNDER THE ONESPAN INC.

August 1, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 000

August 1, 2024 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 1, 2024 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) (Commission File Number) (I

July 18, 2024 SC 13D/A

OSPN / OneSpan Inc. / Legion Partners Asset Management, LLC - AMENDMENT NO. 12 TO THE SCHEDULE 13D Activist Investment

SC 13D/A 1 sc13da120905002607182024.htm AMENDMENT NO. 12 TO THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 12)1 OneSpan Inc. (Name of Issuer) Common Stock, $0.001 par value per share (T

June 28, 2024 SC 13D/A

OSPN / OneSpan Inc. / Legion Partners Asset Management, LLC - AMENDMENT NO. 11 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 11)1 OneSpan Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 68287N100 (CUSIP Number) CHRISTOPHER S. KIPER LE

June 7, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 7, 2024 OneSpan Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 7, 2024 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

May 30, 2024 EX-1.01

Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD

Exhibit 1.01 to Form SD Conflict Minerals Report OneSpan Inc. 1. Introduction This is the Conflict Minerals Report (the “Report”) of OneSpan Inc. (“OneSpan”, “our” or “we”) filed with the U.S. Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2023 in accordance with the requirements of Rule 13p-1 (17 CFR 240.13p-1) of the Securities Exchange Act of 1934, as amended (th

May 30, 2024 SD

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ONESPAN INC. (Exact name of Registrant as specified in charter)

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ONESPAN INC. (Exact name of Registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation or organization) (Commission file number) (IRS Employer Identification No.) 1 Marina Park Drive, Unit 1410 Boston, MA 02210 (Address of principal exec

May 17, 2024 SC 13D/A

OSPN / OneSpan Inc. / Legion Partners Asset Management, LLC - AMENDMENT NO. 10 TO THE SCHEDULE 13D Activist Investment

SC 13D/A 1 sc13da100905002605172024.htm AMENDMENT NO. 10 TO THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 10)1 OneSpan Inc. (Name of Issuer) Common Stock, $0.001 par value per share (T

May 14, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2024 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

May 7, 2024 SC 13D/A

OSPN / OneSpan Inc. / Legion Partners Asset Management, LLC - AMENDMENT NO. 9 TO THE SCHEDULE 13D Activist Investment

SC 13D/A 1 sc13da90905002605072024.htm AMENDMENT NO. 9 TO THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 9)1 OneSpan Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Titl

May 2, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 2, 2024 OneSpan Inc. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 2, 2024 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

May 2, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 00

May 2, 2024 EX-99.1

OneSpan Inc. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data)

Exhibit 99.1 OneSpan Reports First Quarter 2024 Financial Results •First quarter revenue grew 13% year-over-year to $64.8 million •First quarter subscription revenue grew 34% year-over-year to $40.0 million •Annual Recurring Revenue (ARR) increased 9% year-over-year to $154.6 million1 •Net Retention Rate (NRR) of 107%2 BOSTON, May 2, 2024 – OneSpan Inc. (NASDAQ: OSPN), the digital agreements secur

May 2, 2024 EX-10.1

2024 Management

Exhibit 10.1 OneSpan Inc. 2024 Management Incentive Plan (MIP) 1.PURPOSE The purpose of the OneSpan Inc. (together with its subsidiaries, the “Company” or “OneSpan”) 2024 Management Incentive Plan (“2024 MIP”) is to share the success of the Company with our leaders and other key personnel. The 2024 MIP consists of two components (the “2024 MIP Components”): •the “H1 Component”, which is based on C

April 23, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

March 6, 2024 EX-10.8

Form of 2023 Time-Based RSU Agreement (Executive) under the Registrant’s 2019 Omnibus Incentive Plan

Form of H1 2023 Time Based RSU Grant - Executive AWARD AGREEMENT FOR TIME-BASED RESTRICTED STOCK UNITS UNDER THE ONESPAN INC.

March 6, 2024 EX-10.4

2023 Management Incentive Plan

OneSpan Inc. 2023 Management Incentive Plan (MIP) 1.PURPOSE The purpose of the OneSpan Inc. (together with its subsidiaries, the “Company” or “OneSpan”) 2023 Management Incentive Plan (“2023 MIP”) is to share the success of the Company with our leaders and top performers. 2.PARTICIPATION To participate in the MIP, you must be a full-time employee of OneSpan unless otherwise approved in writing by

March 6, 2024 EX-99.1

OneSpan Inc. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data)

Exhibit 99.1 OneSpan Reports Fourth Quarter and Full Year 2023 Financial Results •Fourth quarter revenue grew 11% year-over-year to $62.9 million; full year revenue grew 7% year-over-year to $235.1 million •Fourth quarter subscription revenue grew 15% year-over-year to $27.3 million; full year subscription revenue grew 19% year-over-year to $106.4 million •Annual Recurring Revenue (ARR) grew 11% y

March 6, 2024 EX-10.18

Amended and Restated PSU Agreement dated February 26, 2023 between the Registrant and Matthew Moynahan

A&R 2022 CEO Performance-Based Restricted Stock Unit Grant AMENDED AND RESTATED AWARD AGREEMENT FOR PERFORMANCE-BASED RESTRICTED STOCK UNITS UNDER THE ONESPAN INC.

March 6, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITI

March 6, 2024 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 6, 2024 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) (Commission File Number) (IR

March 6, 2024 EX-4.2

Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934

Exhibit 4.2 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 General OneSpan Inc. (the “Company, “us”, “we”, or “our”) is currently authorized to issue up to 75,000,000 shares of common stock, par value $0.001 per share and up to 500,000 shares of preferred stock, par value $0.01 per share. Our common stock is registered under Section 12(b) of the Securi

March 6, 2024 EX-10.21

, 2024 between the Registrant and Matthew Moynahan

Exhibit 10.21 SEPARATION AGREEMENT AND RELEASE Matthew P. Moynahan (“Employee” or “You”) entered into an Amended and Restated Executive Employment Agreement with OneSpan North America, Inc. (the “Company”, and along with You, the “Parties”) dated February 27, 2023 (the “Employment Agreement”). Capitalized terms used but not defined in this Separation Agreement (the “Agreement”) have the meanings g

March 6, 2024 EX-97

Dodd-Frank Compensation Recovery Policy

ONESPAN INC. Dodd-Frank Compensation Recovery Policy This Compensation Recovery Policy (this “Policy”) is adopted by OneSpan Inc. (the “Company”) in accordance with Nasdaq Listing Rule 5608 (“Rule 5608”). This Policy is effective as of October 2, 2023 (the “Effective Date”). 1.Definitions (a)“Accounting Restatement” means a requirement that the Company prepare an accounting restatement due to the

March 6, 2024 EX-21

Subsidiaries of Registrant

Exhibit 2.1 Subsidiaries of Registrant Entity Name Place of Incorporation or Organization OneSpan Australia Pty Ltd Australia OneSpan Pty Ltd Australia OneSpan Austria GmbH Austria OneSpan Europe NV Belgium OneSpan NV Belgium OneSpan Seguranca de Dados Brasil Ltda Brazil Dealflo Technology Inc. New Brunswick, Canada OneSpan Canada Inc. New Brunswick, Canada OneSpan Software (Beijing) Co. Ltd. Chin

March 6, 2024 EX-10.22

Separation Agreement dated December 1, 2023 between the Registrant and John Bosshart

Exhibit 10.22 December 1,2023 John Bosshart Dear John: As we discussed, your employment with OneSpan North America Inc. (“OneSpan” or the “Company”) is being terminated. This letter explains certain important information relating to your separation from employment. Your last day of work is December 1,2023 (the “Separation Date”). You will receive your normal base salary up to the Separation Date i

March 4, 2024 8-K/A

Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 4, 2024 (August 3, 2023) OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorp

February 13, 2024 SC 13G/A

OSPN / OneSpan Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01614-onespaninc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: OneSpan Inc Title of Class of Securities: Common Stock CUSIP Number: 68287N100 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pu

February 7, 2024 SC 13G/A

OSPN / OneSpan Inc. / HUNT T KENDALL - SC 13G/A Passive Investment

SC 13G/A 1 d690051dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7)* OneSpan Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 68287N900 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate t

January 5, 2024 EX-10.2

Interim CEO Employment Agreement, dated January 4, 2024, between the Company and Victor Limongelli

Exhibit 10.2 Interim CEO Employment Agreement This INTERIM CEO EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of January 4, 2024 (the “Effective Date”), by and between OneSpan North America, Inc. (the “Company”), and Victor Limongelli (“you”). WHEREAS the Company desires to employ you, and you desire to be employed by the Company, as Interim Chief Executive Officer, on the terms outl

January 5, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 4, 2024 OneSpan Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 4, 2024 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) (Commission File Number) (

January 5, 2024 EX-99.1

OneSpan Inc. Announces Leadership Change

Exhibit 99.1 OneSpan Inc. Announces Leadership Change BOSTON — January 5, 2024 — OneSpan Inc. (Nasdaq: OSPN) (“OneSpan” or the “Company”) today announced a leadership change designed to strengthen its strategic plan and accelerate the pace of execution of the Company’s ongoing transformation. Victor Limongelli, a seasoned software CEO, has been named Interim Chief Executive Officer. Mr. Limongelli

January 5, 2024 EX-10.1

Amended and Restated Employment Agreement between the Registrant and Matthew Moynahan (Incorporated by Reference to the Registrant’s Form 8-K filed January 5, 2024)

Exhibit 10.1 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), entered into as of February 27, 2023 by and between OneSpan North America, Inc. (the “Company”), and Matthew Moynahan (“Executive”), amends and restates in its entirety the Executive Employment Agreement effective as of November 29, 2021 (the “Effective Date

December 14, 2023 SC TO-I/A

AMENDMENT NO. 4 TO SCHEDULE TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 OneSpan Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Common Stock, par value $0.001 per share (Title of Class of Securities) 68287N100 (CUSIP Number of Class of Securities) OneS

December 14, 2023 EX-99.(A)(5)(VIII)

Press release announcing the final results of the Tender Offer, dated December 14, 2023.

OneSpan Inc. SC TO-I/A Exhibit (a)(5)(viii) OneSpan Inc. Announces Final Results of Tender Offer BOSTON — December 14, 2023 — OneSpan Inc. (Nasdaq: OSPN) (“OneSpan” or the “Company”) today announced the final results of its modified “Dutch auction” tender offer, which expired at 12:00 midnight, at the end of the day, New York City time, on December 11, 2023. Based on the final count by Broadridge

December 12, 2023 EX-99.(A)(5)(VII)

Press release announcing the preliminary results of the Tender Offer, dated December 12, 2023.

OneSpan Inc. SC TO-I/A Exhibit (a)(5)(vii) OneSpan Inc. Announces Preliminary Results of Tender Offer BOSTON — December 12, 2023 — OneSpan Inc. (Nasdaq: OSPN) (“OneSpan” or the “Company”) announced today the preliminary results of its modified “Dutch auction” tender offer to purchase up to $20 million of its common stock, par value $0.001 per share (the “common stock” or the “shares”), for cash at

December 12, 2023 SC TO-I/A

AMENDMENT NO. 3 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 OneSpan Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Common Stock, par value $0.001 per share (Title of Class of Securities) 68287N100 (CUSIP Number of Class of Securities) OneS

December 5, 2023 SC TO-I/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 OneSpan Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Common Stock, par value $0.001 per share (Title of Class of Securities) 68287N100 (CUSIP Number of Class of Securities) OneS

December 5, 2023 EX-99.(A)(1)(J)

Further Amended Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated December 5, 2023.

OneSpan Inc. SC TO-I/A Exhibit (a)(1)(J) Offer to Purchase for Cash by OneSpan, Inc. Up to $20 Million of its Class A Common Shares At a Cash Purchase Price Not More than $11.00 per Share Nor Less than $9.50 per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK CITY TIME, ON DECEMBER 11, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH DATE AND TI

December 5, 2023 EX-99.(A)(1)(I)

Further Amended Offer to Purchase, dated December 5, 2023.

OneSpan Inc. SC TO-I/A Exhibit (a)(1)(I) FURTHER AMENDED OFFER TO PURCHASE BY ONESPAN INC. Up to $20 Million of its Shares of Common Stock, par value $0.001 per share, at a Cash Purchase Price Not More than $11.00 per Share Nor Less than $9.50 per Share CUSIP: 68287N100 THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK CITY TIME, ON DECEMBER 11, 2023, U

December 1, 2023 EX-99.(A)(1)(G)

Amended Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated December 1, 2023.

OneSpan Inc. SC TO-I/A Exhibit (a)(1)(G) Offer to Purchase for Cash by OneSpan Inc. Up to 20 Million of its Shares of Common Stock At a Cash Purchase Price Not More than $11.00 per Share Nor Less than $9.50 per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK CITY TIME, ON DECEMBER 11, 2023, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH DATE A

December 1, 2023 EX-99.(A)(1)(H)

Amended Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated December 1, 2023.

OneSpan Inc. SC TO-I/A Exhibit (a)(1)(H) Offer to Purchase for Cash by OneSpan, Inc. Up to $20 Million of its Class A Common Shares At a Cash Purchase Price Not More than $11.00 per Share Nor Less than $9.50 per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK CITY TIME, ON DECEMBER 11, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH DATE AND TI

December 1, 2023 EX-99.(A)(1)(F)

Amended Offer to Purchase, dated December 1, 2023.

OneSpan Inc. SC TO-I/A Exhibit (a)(1)(F) AMENDED OFFER TO PURCHASE BY ONESPAN INC. Up to $20 Million of its Shares of Common Stock, par value $0.001 per share, at a Cash Purchase Price Not More than $11.00 per Share Nor Less than $9.50 per Share CUSIP: 68287N100 THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK CITY TIME, ON DECEMBER 11, 2023, UNLESS TH

December 1, 2023 SC TO-I/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 OneSpan Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Common Stock, par value $0.001 per share (Title of Class of Securities) 68287N100 (CUSIP Number of Class of Securities) OneS

December 1, 2023 CORRESP

* * * *

Morgan, Lewis & Bockius LLP 1400 Page Mill Road Palo Alto, CA 94304 Tel. +1.650.843.4000 Fax: +1.650.843.4001 www.morganlewis.com Albert Lung Partner +1.650.843.7263 [email protected] December 1, 2023 VIA EDGAR AS CORRESPONDENCE United States Securities and Exchange Commission Division of Corporation Finance Office of Merger and Acquisition 100 F Street, N.E. Washington, D.C. 20549 Atten

November 21, 2023 SC 13D/A

OSPN / OneSpan Inc / Altai Capital Management, L.P. Activist Investment

SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* OneSpan Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 68287N100 (CUSIP Number) Rishi Bajaj Managing Principal Altai Capital Management, L.P. 4675 MacArthur Court Suite 1500 Newport

November 15, 2023 SC 13D/A

OSPN / OneSpan Inc / Legion Partners Asset Management, LLC - AMENDMENT NO. 8 TO THE SCHEDULE 13D Activist Investment

SC 13D/A 1 sc13da80905002611152023.htm AMENDMENT NO. 8 TO THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 8)1 OneSpan Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Titl

November 13, 2023 EX-99.(A)(1)(A)

Offer to Purchase, dated November 13, 2023.

OneSpan Inc. SC TO-I Exhibit (a)(1)(A) OFFER TO PURCHASE BY ONESPAN INC. Up to $20 Million of its Shares of Common Stock, par value $0.001 per share, at a Cash Purchase Price Not More than $11.00 per Share Nor Less than $9.50 per Share CUSIP: 68287N100 THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK CITY TIME, ON DECEMBER 11, 2023, UNLESS THE OFFER IS

November 13, 2023 EX-99.(A)(1)(C)

Notice of Guaranteed Delivery.

OneSpan Inc. SC TO-I Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock of OneSpan Inc. Pursuant to its Offer to Purchase Dated November 13, 2023 Up to $20 million of Common Stock at a cash Purchase Price not more than $11.00 nor less than $9.50 per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK CITY TIME, ON DECEM

November 13, 2023 EX-FILING FEES

Calculation of Filing Fees.

Exhibit 107 Calculation of Filing Fees Table Schedule to (Form Type) OneSpan Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 - Transaction Valuation Transaction Valuation Fee Rate Amount of Filing Fee Fees to Be Paid $20,000,000 (1) 0.0001476 $2,952.00 (2) Fees Previously Paid — Total Transaction Valuation $20,000,000 (1) Total Fees Due for Filing $2,952.00 Total Fees Previousl

November 13, 2023 SC TO-I

OneSpan Inc. Attention: Lara Mataac General Counsel, Chief Compliance Officer and Corporate Secretary 1 Marina Park Drive, Unit 1410 Boston, Massachusetts 02210 (312) 766-4001 (Name, address and telephone number of person authorized to receive notice

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 OneSpan Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Common Stock, par value $0.001 per share (Title of Class of Securities) 68287N100 (CUSIP Number of Class of Securities) OneSpan Inc. Attention:

November 13, 2023 SC TO-C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 13, 2023 OneSpan Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 13, 2023 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) (Commission File Number)

November 13, 2023 EX-99.(A)(1)(B)

Letter of Transmittal.

OneSpan Inc. SC TO-I Exhibit 99.(a)(1)(B) Broadridge Corporate Issuer Solutions LETTER OF TRANSMITTAL (855) 793-5068 www.shareholder.broadridge.com WHERE TO FORWARD YOUR TRANSMITTAL The method of delivery of certificate(s) and all other required documents is at the election and risk of the owner. If you elect to send them by mail, it is recommended that you send them by certified or registered mai

November 13, 2023 EX-99.(D)(2)

Amended and Restated Employment Agreement, dated February 27, 2023, between the Company and Matthew Moynahan.

OneSpan Inc. SC TO-I Exhibit 99.(d)(2) AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), entered into as of February 27, 2023 by and between OneSpan North America, Inc. (the “Company”), and Matthew Moynahan (“Executive”), amends and restates in its entirety the Executive Employment Agreement effective as of November 29,

November 13, 2023 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 13, 2023 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) (Commission File Number)

November 13, 2023 EX-99.1

OneSpan Inc. Commences a Modified “Dutch Auction” Tender Offer to Repurchase approximately $20 Million of its Common Stock

Exhibit 99.1 OneSpan Inc. Commences a Modified “Dutch Auction” Tender Offer to Repurchase approximately $20 Million of its Common Stock BOSTON — November 13, 2023 —OneSpan Inc. (Nasdaq: OSPN), (“OneSpan” or the “Company”) announced today that it has commenced a modified “Dutch auction” tender offer (the “Tender Offer”) to purchase for cash approximately $20 million of its common stock (the “Common

November 13, 2023 EX-99.1

Press release announcing the commencement of the Tender Offer, dated November 13, 2023 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on November 13, 2023).

Exhibit 99.1 OneSpan Inc. Commences a Modified “Dutch Auction” Tender Offer to Repurchase approximately $20 Million of its Common Stock BOSTON — November 13, 2023 —OneSpan Inc. (Nasdaq: OSPN), (“OneSpan” or the “Company”) announced today that it has commenced a modified “Dutch auction” tender offer (the “Tender Offer”) to purchase for cash approximately $20 million of its common stock (the “Common

November 13, 2023 EX-99.(A)(1)(D)

Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated November 13, 2023.

OneSpan Inc. SC TO-I Exhibit (a)(1)(D) Offer to Purchase for Cash by OneSpan Inc. Up to 20 Million of its Shares of Common Stock At a Cash Purchase Price Not More than $11.00 per Share Nor Less than $9.50 per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK CITY TIME, ON DECEMBER 11, 2023, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH DATE AND

November 13, 2023 EX-99.(A)(1)(E)

Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated November 13, 2023.

OneSpan Inc. SC TO-I Exhibit (a)(1)(E) Offer to Purchase for Cash by OneSpan, Inc. Up to $20 Million of its Class A Common Shares At a Cash Purchase Price Not More than $11.00 per Share Nor Less than $9.50 per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK CITY TIME, ON DECEMBER 11, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH DATE AND TIME

November 8, 2023 EX-99.1

OneSpan Inc. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data)

Exhibit 99.1 OneSpan Reports Third Quarter 2023 Financial Results Third Quarter Financial Results •Third quarter revenue grew 3% year-over-year to $58.8 million •Third quarter subscription revenue grew 18% year-over-year to $26.2 million •Annual Recurring Revenue (ARR) grew 10% year-over-year to $149.8 million1 •Net Retention Rate (NRR) of 108%2 BOSTON, November 8, 2023 – OneSpan Inc. (Nasdaq: OSP

November 8, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file numbe

November 8, 2023 SC TO-C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 3, 2023 OneSpan Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 3, 2023 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) (Commission File Number)

November 8, 2023 EX-99.1

Press release issued by OneSpan Inc. on November 8, 2023

Exhibit 99.1 OneSpan Reports Third Quarter 2023 Financial Results Third Quarter Financial Results •Third quarter revenue grew 3% year-over-year to $58.8 million •Third quarter subscription revenue grew 18% year-over-year to $26.2 million •Annual Recurring Revenue (ARR) grew 10% year-over-year to $149.8 million1 •Net Retention Rate (NRR) of 108%2 BOSTON, November 8, 2023 – OneSpan Inc. (Nasdaq: OSP

November 8, 2023 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 3, 2023 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) (Commission File Number)

September 27, 2023 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 27, 2023 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) (Commission File Number

August 14, 2023 SC 13D/A

OSPN / OneSpan Inc / Legion Partners Asset Management, LLC - LETTER TO THE BOARD OF DIRECTORS OF THE ISSUER, DATED AUGUST 14, 2023 Activist Investment

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August 14, 2023 SC 13D/A

OSPN / OneSpan Inc / Legion Partners Asset Management, LLC - AMENDMENT NO. 7 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.

August 9, 2023 EX-4.1

Exhibit 4.1 - Description of Securities Registered under Section 12 of the Securities Exchange Act of

Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 General OneSpan Inc. (the “Company, “us”, “we”, or “our”) is currently authorized to issue up to 75,000,000 shares of common stock, par value $0.001 per share and up to 500,000 shares of preferred stock, par value $0.01 per share. Our common stock is registered under Section 12(b) of the Securi

August 9, 2023 EX-99.1

OneSpan Inc. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data)

Exhibit 99.1 OneSpan Reports Second Quarter 2023 Financial Results; Accelerates Plan to Drive Adjusted EBITDA Growth Second Quarter Financial Results •Second quarter revenue grew 6% year-over-year to $55.7 million •Second quarter subscription revenue grew 16% year-over-year to $23.0 million •Annual Recurring Revenue (ARR) grew 8% year-over-year to $144.4 million1 •Net Retention Rate (NRR) of 106%2

August 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 000

August 9, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 3, 2023 OneSpan Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 3, 2023 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) (Commission File Number) (I

July 7, 2023 CORRESP

July 7, 2023

July 7, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

June 9, 2023 CORRESP

June 9, 2023

June 9, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

June 8, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 8, 2023 OneSpan Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 8, 2023 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

May 30, 2023 SD

United States SECURITIES AND EXCHANGE COMMISSION

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report OneSpan Inc. (Exact name of Registrant as specified in its charter) Delaware 36-4169320 000-24389 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification Number) (Commission file number) 121 West Wacker Drive, Suite 2050 Chicago, IL 60601 (Address of pri

May 30, 2023 EX-1.01

.01 and 1.02 of this Form SD

Exhibit 1.01 to Form SD Conflict Minerals Report OneSpan Inc. 1. Introduction This is the Conflict Minerals Report (the “Report”) of OneSpan Inc. (“OneSpan”, “our” or “we”) filed with the U.S. Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2022 in accordance with the requirements of Rule 13p-1 (17 CFR 240.13p-1) of the Securities Exchange Act of 1934, as amended (th

May 4, 2023 EX-99.1

OneSpan Inc. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data)

EX-99.1 2 ospnex-991q12023.htm EX-99.1 Exhibit 99.1 OneSpan Reports First Quarter 2023 Financial Results First Quarter Financial Results •Total revenue grew 10% year-over-year to $57.6 million •Subscription revenue grew 29% year-over-year to $30.0 million •Annual Recurring Revenue (ARR) grew 10% year-over-year to $141.3 million1 •Net Retention Rate (NRR) of 108%2 CHICAGO, May 4, 2023 – OneSpan Inc

May 4, 2023 EX-10.2

Special PSU Agreement, dated March 11, 2023, between the Company and Matthew Moynahan (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on May 4, 2023).

2023 CEO Special PSU Agreement Exhibit 10.2 AWARD AGREEMENT FOR PERFORMANCE-BASED RESTRICTED STOCK UNITS UNDER THE ONESPAN INC. 2019 OMNIBUS INCENTIVE PLAN THIS AWARD AGREEMENT FOR RESTRICTED STOCK UNITS (this “Agreement”) is made as of March 11, 2023 (the “Effective Date”), between OneSpan Inc. (the “Company”) and Matthew Moynahan (the “Grantee”). WHEREAS, the Company maintains the OneSpan Inc. 2

May 4, 2023 EX-10.1

Description of 2023 Management Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on May 4, 2023).

Exhibit 10.1 Description of 2023 Management Incentive Plan On February 23, 2023, the Compensation Committee of the Board of Directors of OneSpan Inc. (the “Compensation Committee”) adopted the 2023 Management Incentive Plan (the “2023 MIP”), a cash-based incentive compensation plan pursuant to which eligible employees of OneSpan Inc. and its subsidiaries, including named executive officers, are el

May 4, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 4, 2023 OneSpan Inc. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 4, 2023 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

May 4, 2023 EX-10.4

Form of 2023 Time-Based RSU Agreement (General) under the Company's 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on May 4, 2023).

Exhibit 10.4 AWARD AGREEMENT FOR TIME-BASED RESTRICTED STOCK UNITS UNDER THE ONESPAN INC. 2019 OMNIBUS INCENTIVE PLAN THIS AWARD AGREEMENT FOR RESTRICTED STOCK UNITS (this “Agreement”) is made as of , 2023 (the “Effective Date”), between OneSpan Inc. (the “Company”) and the individual identified on the signature page and Exhibit A hereto (the “Grantee”). WHEREAS, the Company maintains the OneSpan

May 4, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 00

May 4, 2023 EX-10.3

Form of 2023 Performance-Based RSU Agreement under the Company's 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on May 4, 2023).

Exhibit 10.3 AWARD AGREEMENT FOR PERFORMANCE-BASED RESTRICTED STOCK UNITS UNDER THE ONESPAN INC. 2019 OMNIBUS INCENTIVE PLAN THIS AWARD AGREEMENT FOR RESTRICTED STOCK UNITS (this “Agreement”) is made as of , 2023 (the “Effective Date”), between OneSpan Inc. (the “Company”) and the individual identified on the signature page and Exhibit A hereto (the “Grantee”). WHEREAS, the Company maintains the O

April 25, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

March 13, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 11, 2023 OneSpan Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 11, 2023 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) (Commission File Number) (I

February 28, 2023 EX-21

Subsidiaries of Registrant

Exhibit 2.1 Subsidiaries of Registrant Entity Name Place of Incorporation or Organization OneSpan Australia Pty Ltd Australia OneSpan Pty Ltd Australia OneSpan Austria GmbH Austria OneSpan Europe NV Belgium OneSpan NV Belgium OneSpan Seguranca de Dados Brasil Ltda Brazil Dealflo Technology Inc. New Brunswick, Canada OneSpan Canada Inc. New Brunswick, Canada OneSpan Software (Beijing) Co. Ltd. Chin

February 28, 2023 EX-10.1

Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K filed on February 28, 2023).

Exhibit 10.1 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of the [] day of [], by and between OneSpan Inc., a Delaware corporation (the “Company”), and [] (“Indemnitee”). RECITALS A.The Company recognizes that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors or officers of public companies u

February 28, 2023 EX-99.1

OneSpan Inc. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data)

Exhibit 99.1 OneSpan Reports Fourth Quarter and Full Year 2022 Financial Results •Fourth quarter revenue decreased 4% year-over-year to $56.6 million; full year revenue increased 2% year-over-year to $219.0 million •Fourth quarter subscription revenue increased 28% year-over-year to $23.8 million; full year subscription revenue increased 30% year-over-year to $89.2 million •Annual Recurring Revenu

February 28, 2023 EX-10.3

Employment Agreement, dated June 13, 2022, between the Company and Lara Mataac (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed on February 28, 2023).

Exhibit 10.3 Executive Employment Agreement This EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of June 13, 2022 (the “Effective Date”), by and between OneSpan North America, Inc. (the “Company”), and Lara Mataac (“you”). WHEREAS the Company desires to continue to employ you, and you desire to continue to be employed by the Company, as General Counsel and Chief Compliance Officer, on

February 28, 2023 EX-10.7

One-Time Special Grant Award Agreement, dated November 29, 2021, for Time-Based Restricted Stock Units between the Company and Matthew Moynahan under the Company’s 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K filed on February 28, 2023).

Moynahan, Matthew - 2021 Time Based Share Grant Exhibit 10.7 ONE-TIME SPECIAL GRANT AWARD AGREEMENT FOR TIME-BASED RESTRICTED STOCK UNITS UNDER THE ONESPAN INC. 2019 OMNIBUS INCENTIVE PLAN THIS AWARD AGREEMENT FOR RESTRICTED STOCK UNITS (this “Agreement”) is made as of November 29, 2021 (the “Effective Date”), between OneSpan Inc. (the “Company”) and the individual identified on the signature page

February 28, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2023 OneSpan Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2023 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) (Commission File Number)

February 28, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITI

February 28, 2023 EX-10.8

One-Time Special Grant Award Agreement, dated November 29, 2021, for Performance-Based Restricted Stock Units between the Company and Matthew Moynahan under the Company’s 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K filed on February 28, 2023).

Moynahan, Matthew - 2021 Performance Based Share Grant Exhibit 10.8 ONE-TIME SPECIAL GRANT AWARD AGREEMENT FOR PERFORMANCE-BASED RESTRICTED STOCK UNITS UNDER THE ONESPAN INC. 2019 OMNIBUS INCENTIVE PLAN THIS AWARD AGREEMENT FOR RESTRICTED STOCK UNITS (this “Agreement”) is made as of November 29, 2021 (the “Effective Date”), between OneSpan Inc. (the “Company”) and the individual identified on the

February 13, 2023 SC 13G/A

OSPN / Onespan Inc / HUNT T KENDALL - SC 13G/A Passive Investment

SC 13G/A 1 d395294dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6)* OneSpan Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 68287N900 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate t

February 9, 2023 SC 13G/A

OSPN / Onespan Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01584-onespaninc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: OneSpan Inc. Title of Class of Securities: Common Stock CUSIP Number: 68287N100 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule p

February 1, 2023 EX-3.1

Amended and Restated Bylaws of OneSpan Inc., effective as of January 30,2023

OneSpan Inc. 8-K Exhibit 3.1 ONESPAN INC. BY-LAWS as amended and restated on January 30, 2023 ARTICLE I - STOCKHOLDERS Section 1. Annual Meeting To the extent required by applicable law, an annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at suc

February 1, 2023 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 30, 2023 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) (Commission File Number)

November 21, 2022 SC 13D

OSPN / Onespan Inc / Altai Capital Management, L.P. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* OneSpan Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 68287N100 (CUSIP Number) Rishi Bajaj Managing Principal Altai Capital Management, L.P. 4675 MacArthur Court Suite 1500 Newport Beach, California 92660 (9

November 1, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file numbe

November 1, 2022 EX-10.5

Form of Performance-Based RSU Agreement under the Company’s 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on November 1, 2022).

Exhibit 10.5 Performance-Based Restricted Stock Unit Grant - Executive AWARD AGREEMENT FOR PERFORMANCE-BASED RESTRICTED STOCK UNITS UNDER THE ONESPAN INC. 2019 OMNIBUS INCENTIVE PLAN THIS AWARD AGREEMENT FOR RESTRICTED STOCK UNITS (this “Agreement”) is made as of (the “Effective Date”), between OneSpan Inc. (the “Company”) and the individual identified on the signature page and Exhibit A hereto (t

November 1, 2022 EX-99.1

OneSpan Inc. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data)

Exhibit 99.1 OneSpan Reports Third Quarter 2022 Financial Results ● Total revenue grew 9% year-over-year to $57.1 million; Total subscription revenue grew 25% to $22.3 million ● Annual Recurring Revenue (ARR) grew 14% to $135.8 million1 ● Dollar-based net expansion (DBNE) rate of 109%2 CHICAGO, November 1, 2022 – OneSpan Inc. (NASDAQ: OSPN), the digital agreements security company, today reported

November 1, 2022 EX-10.2

Employment Agreement between the Registrant and Lara Mataac*

Exhibit 10.2 Executive Employment Agreement This EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of June 13, 2022 (the “Effective Date”), by and between OneSpan North America, Inc. (the “Company”), and Lara Mataac (“you”). WHEREAS the Company desires to continue to employ you, and you desire to continue to be employed by the Company, as Chief Information Officer, on the terms outlined

November 1, 2022 EX-10.7

Form of Time-Based RSU Agreement (General) under the Company’s 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed on November 1, 2022).

Form of H2 2022 Time Based RSU Grant – General Exhibit 10.7 AWARD AGREEMENT FOR TIME-BASED RESTRICTED STOCK UNITS UNDER THE ONESPAN INC. 2019 OMNIBUS INCENTIVE PLAN THIS AWARD AGREEMENT FOR RESTRICTED STOCK UNITS (this “Agreement”) is made as of , 2022 (the “Effective Date”), between OneSpan Inc. (the “Company”) and the individual identified on the signature page and Exhibit A hereto (the “Grantee

November 1, 2022 EX-10.1

Employment Agreement, dated September 6, 2022, between the Company and Jorge Martell (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 1, 2022).

Exhibit 10.1 Executive Employment Agreement This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of August 8, 2022 by and between OneSpan North America, Inc. (the “Company”), and Jorge Garcia Martell (“you”). WHEREAS the Company desires to employ you, and you desire to be employed by the Company, as the Company’s Chief Financial Officer, as of and following the Effective Date a

November 1, 2022 EX-10.3

Performance-Based RSU Agreement between the Registrant and Matthew Moynahan*

Exhibit 10.3 2022 CEO Performance-Based Restricted Stock Unit Grant AWARD AGREEMENT FOR PERFORMANCE-BASED RESTRICTED STOCK UNITS UNDER THE ONESPAN INC. 2019 OMNIBUS INCENTIVE PLAN THISAWARDAGREEMENTFORRESTRICTEDSTOCKUNITS(this “Agreement”) is made as of June 23, 2022 (the “Effective Date”), between OneSpan Inc. (the “Company”) and the individual identified on the signature page and Exhibit A heret

November 1, 2022 EX-10.4

Time-Based RSU Agreement, dated February 17, 2022, between the Company and Matthew Moynahan (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on November 1, 2022).

Exhibit 10.4 Moynahan, Matthew - Time Based Share Grant AWARD AGREEMENT FOR TIME-BASED RESTRICTED STOCK UNITS UNDER THE ONESPAN INC. 2019 OMNIBUS INCENTIVE PLAN THIS AWARD AGREEMENT FOR RESTRICTED STOCK UNITS (this (“Agreement”) is made as of February 17, 2022 (the Effective Date), between OneSpan Inc. (the “Company”) and the individual identified on the signature page and Exhibit A hereto (the “G

November 1, 2022 EX-10.6

Form of Time-Based RSU Agreement (Executive) under the Company’s 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on November 1, 2022).

Exhibit 10.6 Form of H2 2022 Time Based RSU Grant - Executive AWARD AGREEMENT FOR TIME-BASED RESTRICTED STOCK UNITS UNDER THE ONESPAN INC. 2019 OMNIBUS INCENTIVE PLAN THIS AWARD AGREEMENT FOR RESTRICTED STOCK UNITS (this “Agreement”) is made as of , 2022 (the “Effective Date”), between OneSpan Inc. (the “Company”) and the individual identified on the signature page and Exhibit A hereto (the “Grant

November 1, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 1, 2022 OneSpan Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 1, 2022 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) (Commission File Number)

September 6, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 6, 2022 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) (Commission File Number)

September 6, 2022 SC 13D/A

OSPN / Onespan Inc / Legion Partners Asset Management, LLC - AMENDMENT NO. 6 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 6)1 OneSpan Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 68287N100 (CUSIP Number) CHRISTOPHER S. KIPER LEG

August 4, 2022 EX-3.1

Certificate of Incorporation of the Registrant, as amended (Incorporated by Reference to the Registrant’s Form 10-Q filed August 4, 2022)

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF VASCO DATA SECURITY INTERNATIONAL, INC. VASCO Data Security International, Inc. (the "Corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows: 1.This Certificate of Amendment (the "Certificate of Amendment") amends the provisions of the Corpora

August 4, 2022 EX-10.1

2022 Management Incentive Plan of the Company (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 4, 2022).

Exhibit 10.1 OneSpan Inc. 2022 Management Incentive Plan (MIP) ? 1. PURPOSE ? The purpose of the OneSpan Inc. (together with its subsidiaries, the ?Company? or ?OneSpan?) 2022 Management Incentive Plan (?2022 MIP?) is to share the success of the Company with our leaders and top performers. ? 2. PARTICIPATION ? Employees participating in the 2022 MIP will be notified in writing. You must be hired b

August 4, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 2, 2022 EX-99.1

OneSpan Inc. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data)

Exhibit 99.1 OneSpan Reports Second Quarter 2022 Financial Results ● Total revenue grew 1% year-over-year to $52.8 million; Subscription revenue grew 26% to $19.8 million ● Annual Recurring Revenue (ARR) grew 21% to $134.3 million1 ● Dollar-based net expansion (DBNE) rate of 116%2 CHICAGO, August 2, 2022 – OneSpan Inc. (NASDAQ: OSPN), the digital agreements security company, today reported financi

August 2, 2022 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 2, 2022 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) (Commission File Number) (I

June 13, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Date of Report (Date of earliest event reported): June 8, 2022 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) ? (Commission File Numb

May 17, 2022 8-K

Costs Associated with Exit or Disposal Activities, Other Events

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Date of Report (Date of earliest event reported): May 12, 2022 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) ? (Commission File Numb

May 3, 2022 8-K

Current Report

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT ? PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Date of Report (Date of earliest event reported): May 3, 2022 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) ? (Commission File Num

May 3, 2022 EX-99.1

OneSpan Inc. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data)

Exhibit 99.1 OneSpan Reports Results for First Quarter 2022 First Quarter Financial Results ? Total revenue grew 3% year-over-year to $52.4 million ? Recurring revenue grew 22% year-over-year to $35.2 million1 ? Annual Recurring Revenue (ARR) grew 21% year-over-year to $130.7 million2 ? Dollar-based net expansion (DBNE) of 115%3 ? GAAP net income of $5.2 million ? Adjusted EBITDA of $0.2 million4

May 3, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 29, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definit

April 29, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definit

April 7, 2022 SC 13G/A

OSPN / Onespan Inc / HUNT T KENDALL - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5)* OneSpan Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 68287N900 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule I

April 5, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 4, 2022 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) (Commission File Number) (IR

April 5, 2022 EX-10.1

Separation Agreement and General Release dated April 4, 2022

OneSpan Inc. 8-K Exhibit 10.1 SEPARATION AGREEMENT AND GENERAL RELEASE OneSpan Inc. (?OneSpan? or the ?Company?) and Steven Worth (?Employee? or ?You?), agree to the terms and conditions of this Separation Agreement and General Release (?Agreement?) as set forth below: 1. Separation from Employment. (a) Your last day of employment with the Company is April 8, 2022 (?Separation Date?), and after th

February 22, 2022 EX-99.1

OneSpan Inc. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data)

Exhibit 99.1 OneSpan Reports Results for Fourth Quarter 2021 and Full Year 2021 Fourth Quarter Financial Results ? Q4 Total revenue grew 12% year-over-year to $59.2 million ? Q4 Recurring revenue grew 4% year-over-year to $31.6 million1 ? Q4 Annual Recurring Revenue (ARR) grew 20% year-over-year to $125.0 million2 ? Q4 Dollar-based net expansion (DBNE) of 115%3 ? Q4 GAAP net loss of $13.8 million

February 22, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 22, 2022 8-K

Current Report

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT ? PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Date of Report (Date of earliest event reported): February 22, 2022 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) ? (Commission Fi

February 10, 2022 SC 13G/A

OSPN / Onespan Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: OneSpan Inc. Title of Class of Securities: Common Stock CUSIP Number: 68287N100 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule 1

December 21, 2021 8-K

Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 16, 2021 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) (Commission File Number)

November 15, 2021 EX-10.1

Employment Agreement, effective as of November 29, 2021, by and between OneSpan Inc. and Matthew Moynahan

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this ?Agreement?) is made effective as of November 29, 2021 (the ?Effective Date?), by and between OneSpan North America, Inc. (the ?Company?), and Matthew Moynahan (?Executive?). WHEREAS, the Company desires to employ the Executive, and Executive desires to be employed by the Company, as the Company?s President and C

November 15, 2021 EX-99.1

OneSpan Appoints Accomplished Cyber Security and Cloud Services Veteran Matthew Moynahan as Chief Executive Officer Brings more than a decade of CEO experience and demonstrated success implementing growth strategies and operational transformation

Exhibit 99.1 OneSpan Appoints Accomplished Cyber Security and Cloud Services Veteran Matthew Moynahan as Chief Executive Officer ? Brings more than a decade of CEO experience and demonstrated success implementing growth strategies and operational transformation ? CHICAGO, November 15, 2021 ? OneSpan Inc. (NASDAQ: OSPN), a global leader in digital banking security and e-signatures, announced today

November 15, 2021 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT ? PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Date of Report (Date of earliest event reported): November 11, 2021 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) ? (Commission Fi

November 2, 2021 EX-99.1

OneSpan Inc. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data)

Exhibit 99.1 OneSpan Reports Results for Third Quarter 2021 and First Nine Months of 2021; Increases Guidance Midpoints for Full Year 2021. Third Quarter 2021 Financial Results ? Total revenue grew 2% year-over-year to $52.3 million ? Recurring revenue grew 38% year-over-year to $30.5 million1 ? Annual Recurring Revenue (ARR) grew 24% year-over-year to $119.0 million2 ? Dollar-based net expansion

November 2, 2021 EX-10.1

Letter Agreement between interim CEO Steven R. Worth and OneSpan Inc., dated November 1, 2021.

Exhibit 10.1 ? ? ? ? ? ? November 1, 2021 Steven Worth, Interim President and CEO OneSpan Dear Steven, On October 29, 2021, the Board, by unanimous written consent, approved an increase in your fee from $20,000 to $50,000 per month for each month or portion thereof that you serve as Interim President and CEO, effective October 1, 2021. Thank you for your continued performance in this role. Sincere

November 2, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 2, 2021 8-K

Current Report

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT ? PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Date of Report (Date of earliest event reported): November 2, 2021 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) ? (Commission Fil

October 8, 2021 EX-10.1

Services Agreement, dated as of October 5, 2021, by and between Jan Kees van Gaalen and ONESPAN North America Inc.

Exhibit 10.1 ? Consulting Services Agreement This Consulting Services Agreement made as of 10/5/2021 (the ?Effective Date?) by and between OneSpan North America Inc. having its principal place of business at 121 W Wacker Drive, Suite 2050, Chicago, IL, 60601, United States, (?OneSpan?) and Jan Kees van Gaalen having his principal place of business at 5244 Alton Road, Miami Beach, FL, 33140 (?Consu

October 8, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT ? PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Date of Report (Date of earliest event reported): October 5, 2021 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) ? (Commission File

September 2, 2021 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT ? PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Date of Report (Date of earliest event reported): August 2, 2021 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) ? (Commission Fil

August 4, 2021 EX-99.1

OneSpan Inc. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data)

Exhibit 99.1 OneSpan Reports Results for Second Quarter 2021 and First Six Months of 2021 Second Quarter Financial Results ? Total revenue declined 5% to $52.3 million ? Recurring revenue grew 24% to $28.8 million1 ? Annual Recurring Revenue (ARR) grew 24% to $111.7 million2 ? Dollar-based net expansion (DBNE) of 116%3 ? GAAP net loss of $6.7 million ? Adjusted EBITDA of $(1.0) million4 ? GAAP los

August 4, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT ? PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Date of Report (Date of earliest event reported): July 29, 2021 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) ? (Commission File N

August 4, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 10, 2021 8-K

Submission of Matters to a Vote of Security Holders

? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT ? PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Date of Report (Date of earliest event reported): June 9, 2021 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) ? (Commission File

June 9, 2021 EX-10.1

Employment Agreement Amendment No. 1, between OneSpan Inc. and Steven R. Worth.

Exhibit 10.1 EMPLOYMENT AGREEMENT AMENDMENT NO. 1 This Amendment No. 1 to the EMPLOYMENT AGREEMENT (this ?Agreement?) dated as of April 18, 2016, by and between VASCO Data Security International, Inc. (now known as OneSpan Inc.) (the ?Company?), and Steven Worth (?Executive?) is dated as of June 9, 2021 (the ?Effective Date?). WHEREAS, the Company desires to continue to employ Executive and Execut

June 9, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 9, 2021 OneSpan Inc. (Exact name of registrant as specified in charter) ? ? ? Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) (Commission File Number

June 8, 2021 DEFR14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

June 1, 2021 SC 13D/A

OSPN / Onespan Inc / Legion Partners Asset Management, LLC - AMENDMENT NO. 5 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.

June 1, 2021 EX-99.2

Joint Filing Agreement, dated June 1, 2021.

Exhibit 99.2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value, of OneSpan Inc., a Delaware corporation. This Joint Filin

May 28, 2021 EX-99.1

OneSpan Reaches Agreement with Legion Partners Sarika Garg and Michael McConnell to Join the OneSpan Board of Directors after 2021 Annual Meeting John Fox, Jean Holley and Matthew Moog to Leave OneSpan Board Over the Next Year

OneSpan Inc. 8-K Exhibit 99.1 OneSpan Reaches Agreement with Legion Partners Sarika Garg and Michael McConnell to Join the OneSpan Board of Directors after 2021 Annual Meeting John Fox, Jean Holley and Matthew Moog to Leave OneSpan Board Over the Next Year CHICAGO ? May 28, 2021 ? OneSpan Inc. (NASDAQ: OSPN), the global leader in securing remote banking transactions, today announced that it has en

May 28, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

May 28, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

May 28, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

May 28, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 27, 2021 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

May 28, 2021 EX-10.1

Cooperation Agreement, dated May 28, 2021, by and among the Company, Legion Partners, Christopher S. Kiper and Raymond T. White (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 28, 2021).

OneSpan Inc. 8-K Exhibit 10.1 COOPERATION AGREEMENT This cooperation agreement (this ?Agreement?) is made and entered into as of May 28, 2021, by and among OneSpan Inc., a Delaware corporation (the ?Company?), on the one hand, and Legion Partners Asset Management, LLC, a Delaware limited liability company, Legion Partners, L.P. I, a Delaware limited partnership, Legion Partners, L.P. II, a Delawar

May 26, 2021 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

May 25, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 25, 2021 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

May 25, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

May 25, 2021 EX-99.1

OneSpan Outlines Strength of Highly Qualified Board of Directors in Letter to Stockholders Board and management team have taken decisive actions and are executing a multi-year transformation OneSpan’s nominees have extensive cloud experience in addit

EX-99.1 2 ex99-1.htm PRESS RELEASE OneSpan Inc. 8-K Exhibit 99.1 OneSpan Outlines Strength of Highly Qualified Board of Directors in Letter to Stockholders Board and management team have taken decisive actions and are executing a multi-year transformation OneSpan’s nominees have extensive cloud experience in addition to other important and relevant skills Legion’s nominees have limited cloud exper

May 25, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

May 24, 2021 DFAN14A

EXHIBIT 99.1 - INVESTOR PRESENTATION

Response to Company Presentation May 2021 ProtectOneSpan.comCONFIDENTIAL & PROPRIETARY 2 1 OneSpan’s Board fails to acknowledge it has long underperformed and lacks critical skillsets in modern cloud-first recurring software revenue – this is not the right Board to guide OneSpan going forward 1. OneSpan argues it cannot provide segment-level profitability to better enable a sum-of-the-parts (“SOTP

May 24, 2021 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

May 21, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

May 20, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

May 20, 2021 EX-99.2

OneSpan Inc.8-K

OneSpan Inc.8-K Exhibit 99.2 May 19, 2021 Serving Our Customers? Needs and Building Value for Shareholders www.OneSpanValue.com 2 Important Information Forward - Looking Statements This presentation contains forward - looking statements within the meaning of applicable U.S. securities laws. Forward - looking sta tements may be identified by words such as ?seek,? ?believe,? ?plan,? ?estimate,? ?ant

May 20, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 20, 2021 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

May 20, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

May 20, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

May 20, 2021 EX-99.1

OneSpan Details Progress on Ongoing Transformation and Highlights Strength of Refreshed Board of Directors in New Investor Presentation Multi-year transformation is on-track and driving financial results and stockholder value Director skills and expe

OneSpan Inc.8-K Exhibit 99.1 OneSpan Details Progress on Ongoing Transformation and Highlights Strength of Refreshed Board of Directors in New Investor Presentation Multi-year transformation is on-track and driving financial results and stockholder value Director skills and experience are aligned with evolution of business After an ever-changing list of demands, Legion Partners now has virtually n

May 19, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

May 19, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

May 18, 2021 DFAN14A

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begin 644 ex991dfan14a09050026051821.pdf M)5!$1BTQ+C<-)>+CS],-"C(T,37!E+T]B:E-T M;3X^UY&.M6!]W=;^KN@>YK@HK^M#Y/*/ M^[I6M+GZOLOZ<<7W7^8#I'=ALBM'[);NO7J>Z5V>VJ>'WIE/Z!6WA\JW@X6 M1#:S]V/XUH?^HY"=>L:W?@=4GU;[>?-NQ3;E/Z-P?IMD=KRSMH5CM6[(= M4O;3K^[-5O0S7=U'#U&W(%?V^@ESTM=^N'2]TKWT7^-["?MYVMS]>.)9O6 M5@^*=/>R)Z,=++P'MWKU]9+/LIZ.%7Z?SU$SUN%K9Z+=E#=SUNK[]5^TMPC M)VWW8<#7J(]N2[1KWMU@VZ*WO>K[S;3MU3=54WJ\ON'J

May 18, 2021 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

May 17, 2021 DFAN14A

EXHIBIT 99.1 - INVESTOR PRESENTATION

May 17, 2021 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

May 11, 2021 DFAN14A

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

May 10, 2021 DEFA14A

- ADDITIONAL DEFINITIVE PROXY MATERIAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

May 10, 2021 DEFA14A

- ADDITIONAL DEFINITIVE PROXY MATERIAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

May 10, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 10, 2021 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

May 10, 2021 EX-99.1

OneSpan Outlines Record of Engagement and Transformational Progress in Letter to Stockholders Proactive and engaged Board and management team have overseen decisive actions to position OneSpan for growth OneSpan has objectively evaluated input from L

EX-99.1 2 ex99-1.htm PRESS RELEASE Exhibit 99.1 OneSpan Outlines Record of Engagement and Transformational Progress in Letter to Stockholders Proactive and engaged Board and management team have overseen decisive actions to position OneSpan for growth OneSpan has objectively evaluated input from Legion and implemented appropriate suggestions Board urges stockholders to vote the BLUE card FOR OneSp

May 5, 2021 DEFA14A

- ADDITIONAL DEFINITIVE PROXY MATERIAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

May 4, 2021 10-Q

Quarterly Report - 10-Q

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 4, 2021 EX-99.1

OneSpan Inc. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data)

EX-99.1 2 ospn-20210504xex99d1.htm EX-99.1 Exhibit 99.1 OneSpan Reports Results for First Quarter 2021; Reaffirms Full Year 2021 Guidance First Quarter Financial Results ● Total revenue declined 10% to $50.8 million ● Recurring revenue grew 12% to $28.9 million1 ● Annual Recurring Revenue (ARR) grew 29% to $108.5 million2 ● Dollar-based net expansion (DBNE) of 119%3 ● GAAP net loss of $9.2 million

May 4, 2021 DEFA14A

- ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

May 4, 2021 8-K

Current Report

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT ? PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Date of Report (Date of earliest event reported): May 4, 2021 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) ? (Commission File Num

May 4, 2021 DEFA14A

- ADDITIONAL DEFINITIVE PROXY MATERIAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

May 3, 2021 DFRN14A

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confid

May 3, 2021 DFAN14A

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

May 3, 2021 DEFA14A

- ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

May 3, 2021 DFAN14A

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

May 3, 2021 8-K/A

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 26, 2021 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) (Commission File Number)

May 3, 2021 EX-99.2

If you have questions, need assistance in voting your shares, or MacKenzie Partners, Inc. 1407 Broadway, 27th Floor New York, NY 10018 Call Collect: (212) 929-5500 Call Toll-Free: (800) 322-2885 Email: [email protected]

OneSpan Inc. 8-K/A EXHIBIT 99.2 April 26, 2021 Dear fellow stockholder: At this year?s annual meeting of stockholders, which is scheduled to be held on June 9, 2021, we urge you to vote ?FOR? ALL of the nine highly qualified OneSpan directors on the enclosed BLUE proxy card. Over the past three years, our Board has overseen the Company?s transformation from a hardware-based identity authentication

May 3, 2021 EX-99.1

OneSpan Files Definitive Proxy and Issues Letter to Stockholders OneSpan’s transformation from a hardware-centric technology business to a software and solutions company is well underway Board refreshment has added significant expertise relevant to t

EX-99.1 2 ex99-1.htm PRESS RELEASE ISSUED BY ONESPAN INC. ON APRIL 26, 2021 OneSpan Inc. 8-K/A EXHIBIT 99.1 OneSpan Files Definitive Proxy and Issues Letter to Stockholders OneSpan’s transformation from a hardware-centric technology business to a software and solutions company is well underway Board refreshment has added significant expertise relevant to the evolving business Legion Partners’ camp

April 26, 2021 EX-99.1

OneSpan Files Definitive Proxy and Issues Letter to Stockholders OneSpan’s transformation from a hardware-centric technology business to a software and solutions company is well underway Board refreshment has added significant expertise relevant to t

EX-99.1 2 ex99-1.htm PRESS RELEASE OneSpan Inc. 8-K EXHIBIT 99.1 OneSpan Files Definitive Proxy and Issues Letter to Stockholders OneSpan’s transformation from a hardware-centric technology business to a software and solutions company is well underway Board refreshment has added significant expertise relevant to the evolving business Legion Partners’ campaign to remove highly qualified and experie

April 26, 2021 DEFA14A

- ADDITIONAL DEFINITIVE PROXY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

April 26, 2021 DEFA14A

- ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

April 26, 2021 DEFA14A

- ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

April 26, 2021 DEFC14A

- DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

April 26, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 26, 2021 OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) (Commission File Number) (I

April 23, 2021 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 21, 2021 OneSpan Inc. (Exact name of registrant as specified in charter) ? ? ? Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) (Commission File Numb

April 23, 2021 EX-99.1

OneSpan Announces Chief Financial Officer Leadership Transition

Exhibit 99.1 OneSpan Announces Chief Financial Officer Leadership Transition CHICAGO, April 23, 2021 - OneSpan Inc. (NASDAQ: OSPN), the global leader in securing remote banking transactions, today announced that Mark Hoyt, its Chief Financial Officer, will be leaving the company to become the CFO at a private company. OneSpan is initiating a search process to replace Mr. Hoyt, who has agreed to re

April 15, 2021 DFAN14A

EXHIBIT 99.1 - SHAREHOLDER LETTER

April 15, 2021 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

April 14, 2021 DFAN14A

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

April 14, 2021 SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 4)1 O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 4)1 OneSpan Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 68287N100 (CUSIP Number) CHRISTOPHER S. KIPER LEG

April 14, 2021 DEFC14A

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14a Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant x Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of

April 12, 2021 EX-99.1

OneSpan Appoints Garry Capers, Cloud Solutions Executive at Deluxe Corporation, to Board of Directors

EX-99.1 3 ospn-20210406xex99d1.htm EX-99.1 EXHIBIT 99.1 OneSpan Appoints Garry Capers, Cloud Solutions Executive at Deluxe Corporation, to Board of Directors FinTech and management consultant veteran brings additional SaaS experience to OneSpan board CHICAGO, April 12, 2021 – OneSpan™ Inc. (NASDAQ: OSPN), the global leader in securing remote banking transactions, today announced its Board of Direc

April 12, 2021 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? ? FORM 8-K ? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Date of Report (Date of earliest event reported): April 6, 2021 ? OneSpan Inc. (Exact name of registrant as specified in charter) Delaware 000-24389 36-4169320 (State or other jurisdiction of incorporation) (Commission File N

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