Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Paula Oswald

U.S. Bank National Association

633 West Fifth Street, 24th Floor, Los Angeles, CA  90071

(213) 615-6043

(Name, address and telephone number of agent for service)

OneSpan Inc.

(Issuer with respect to the Securities)

Delaware	36-4169320
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

121 West Wacker Drive, Suite 2050 Chicago, Illinois	60601
(Address of Principal Executive Offices)	(Zip Code)

Debt Securities

(Title of the Indenture Securities)

FORM T-1

Item 1.      GENERAL INFORMATION.  Furnish the following information as to the Trustee.

a)Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b)Whether it is authorized to exercise corporate trust powers.

Yes

Item 2.      AFFILIATIONS WITH OBLIGOR.  If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16.    LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of the Trustee.*

2. A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

4. A copy of the existing bylaws of the Trustee.**

5. A copy of each Indenture referred to in Item 4.  Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7. Report of Condition of the Trustee as of June 30, 2019 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.

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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION,  a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Los Angeles, State of California on the 28th Day of October, 2019.

By:	/s/Paula Oswald
	Paula Oswald
	Vice President

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Exhibit 2

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Exhibit 3

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Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: October 28, 2019

By:	/s/Paula Oswald
	Paula Oswald
	Vice President

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Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 6/30/2019

($000’s)

	6/30/2019
Assets
Cash and Balances Due From Depository Institutions	$	16,768,518
Securities		114,813,521
Federal Funds		3,737,619
Loans & Lease Financing Receivables		291,749,748
Fixed Assets		5,722,368
Intangible Assets		12,794,810
Other Assets		27,551,585
Total Assets	$	473,138,169
Liabilities
Deposits	$	364,531,324
Fed Funds		1,527,877
Treasury Demand Notes		0
Trading Liabilities		639,668
Other Borrowed Money		37,212,247
Acceptances		0
Subordinated Notes and Debentures		3,800,000
Other Liabilities		15,595,326
Total Liabilities	$	423,306,442
Equity
Common and Preferred Stock		18,200
Surplus		14,266,915
Undivided Profits		34,749,861
Minority Interest in Subsidiaries		796,751
Total Equity Capital	$	49,831,727
Total Liabilities and Equity Capital	$	473,138,169

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