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Table of Contents 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 ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( D ) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31 , 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ΤΟ Commission file number 000-24389 OneSpan Inc. ( Exact Name of Registrant as Specified in Its Charter ) DELAWARE ( State or Other Jurisdiction of Incorporation or Organization ) 121 West Wacker Drive , Suite 2050 Chicago , Illinois 60601 ( Address of Principal Executive Offices ) ( Zip Code ) Registrant's telephone number , including area code : 312-766-4001 Securities registered pursuant to Section 12 ( b ) of the Act : Trading Symbol OSPN Title of each class Common Stock , par value $ .001 per share 36-4169320 ( IRS Employer Identification No. ) Securities registered pursuant to Section 12 ( g ) of the Act : None Name of exchange on which registered NASDAQ Capital Market No 凶 No X Indicate by check the registrant is a well - known seasoned issuer , as defined by Rule 405 of the Securities Act . Yes □ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 ( d ) of the act . Yes Indicate by check mark whether the registrant : ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S - K is not contained herein , and will not be contained , to the best of registrant's knowledge , in definitive proxy or information statements incorporated by reference in Part III of this Form 10 - K or any amendment to this Form 10 - K . Accelerated filer Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See definition of " large accelerated filer , " " accelerated filer " , " smaller reporting company " , and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer > Non - accelerated filer Smaller reporting company Emerging growth company If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13 ( a ) of the Exchange Act . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes No | As of June 30 , 2020 , the aggregate market value of voting and non - voting common equity ( based upon the last sale price of the common stock as reported on the NASDAQ Capital Market on June 30 , 2020 ) held by non - affiliates of the registrant was $ 955,147,012 at $ 27.93 per share . As of February 23 , 2021 , there were 40,391,202 shares of common stock outstanding . DOCUMENTS INCORPORATED BY REFERENCE Certain sections of the registrant's Notice of Annual Meeting of Stockholders and Proxy Statement for its 2018 Annual Meeting of Stockholders are incorporated by reference into Part III of this report .