6-K
SEQUANS COMMUNICATIONS (SQNS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934
For the month of February 2026
Commission File Number: 001-35135
Sequans Communications S.A.
(Translation of Registrant’s name into English)
15-55 boulevard Charles de Gaulle
92700 Colombes, France
Telephone : +33 1 70 72 16 00
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F R Form 40-F £
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Yes £ NoR
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Yes £ NoR
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
The information in this report, furnished on Form 6-K shall be incorporated by reference into each of the following Registration Statements under the Securities Act of 1933, as amended, of the registrant: Form S-8 (File Nos. 333-203539, 333-211011, 333-214444, 333-215911, 333-219430, 333-226458, 333-233473, 333-239968, 333-259914 and 333-266481) and Form F-3 (File No. 333-271884, 333-288708, 333-288709).
EXPLANATORY NOTE
On February 10, 2026, Sequans Communications S.A. issued a press release announcing its unaudited financial results for the quarter and full year ended December 31, 2025. A copy of the press release is attached to this Form 6-K as Exhibit 99.1 and is incorporated herein by reference.
EXHIBIT INDEX
The following exhibit is filed as part of this Form 6-K:
| Exhibit | Description |
|---|---|
| 99.1 | Press release dated February 10, 2026 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SEQUANS COMMUNICATIONS S.A.<br><br>(Registrant) | ||
|---|---|---|
| Date: February 10, 2026 | By: | /s/ Deborah Choate |
| Deborah Choate | ||
| Chief Financial Officer |
Document
| NEWS |
|---|
Sequans Communications
Unaudited Fourth Quarter and Full Year 2025 Financial Results
PARIS - February 10, 2026 - Sequans Communications S.A. (NYSE: SQNS) (“Sequans” or the “Company”), a leading provider of 5G/4G cellular IoT semiconductor solutions and a pioneer in Bitcoin treasury, today announced unaudited financial results for the fourth quarter and full year ended December 31, 2025.
Fourth Quarter and Full Year 2025 Summary Unaudited Results Table (*):
| (in US millions, except share and per share data) | Q3 2025 (1) | Q4 2024 | Full year 2025 | Full year 2024 |
|---|---|---|---|---|
| Revenue | 4.0 | 11.0 | 27.2 | 36.8 |
| Gross profit | 1.7 | 7.4 | 14.8 | 27.7 |
| Gross margin (%) | 42.4 | 67.4 | 54.3 | 75.3 |
| Operating income (loss) | (20.5) | (5.6) | (110.3) | 69.5 |
| Net profit (loss) | 0.9 | (2.4) | (102.4) | 57.6 |
| Diluted income (loss) per ADS | 0.06 | (0.95) | (11.81) | 20.27 |
| Non-IFRS diluted income (loss) per ADS (2) | (0.73) | (0.87) | (5.04) | 22.57 |
| Weighted average number of diluted ADS (IFRS) | 15,356,080 | 2,500,854 | 8,673,667 | 2,840,210 |
| Weighted average number of diluted ADS (Non-IFRS) | 13,933,963 | 2,500,854 | 8,673,667 | 2,840,210 |
| (1) Restated to reflect finalization of the allocation of the ACP acquisition purchase price and accounting for compound financial instruments issued in July 2025, and change of 255,000 in recognition of certain service revenue from straight-line to per unit basis to align with associated product revenue sales. | ||||
| (2) See Use of Non-IFRS/non-GAAP Financial Measures disclosure on page 3. | ||||
| (*) Bitcoin KPIs are presented on the website and are updated with public information on an ongoing basis: https://sequans.com/bitcoin-treasury |
All values are in US Dollars.
“Our IoT semiconductor business continues to gain momentum and our fourth-quarter revenue of $7 million was predominantly product-driven,” said Dr. Georges Karam, CEO of Sequans. “We exited 2025 with a strengthened revenue profile, backed by a strong order backlog and a design-win pipeline of more than $300 million in potential three-year product revenue. Over 44% of those design-wins are already in mass production and additional projects are expected to be added to production throughout 2026. With increasing numbers of projects now in production, strong demand across LTE-M, Cat 1bis, RF transceivers, and early 5G eRedCap engagements, and a clear path toward projected cash-flow break-even by the end of 2026, we believe Sequans is positioned to drive sustainable growth and long-term shareholder value.”
Dr. Karam added, “At the same time, we have continued to take a disciplined and value-driven approach to capital allocation, balancing execution of our IoT business with thoughtful management of our Bitcoin digital asset treasury. In an environment where many of our digital asset treasury peers are trading below intrinsic value, we believe the most accretive action has been repurchasing our ADS at a meaningful discount to our net cash and Bitcoin NAV. In the fourth quarter, we repurchased approximately 9.7% of our outstanding ADSs and have received Board authorization to repurchase an additional 10%. We remain focused on unlocking the full value underlying our balance sheet while maintaining flexibility to evaluate other capital allocation tools as market conditions evolve.”
Fourth Quarter 2025 Financial Summary:
Revenue: Revenue was $7.0 million, an increase of 72.6% compared to the third quarter of 2025 and a decrease of 37.0% compared to the fourth quarter of 2024. In the fourth quarter of 2024, revenue included significant license and services revenue from Qualcomm related to the 2024 sale and license of intellectual property.
Gross margin: Gross margin was 37.7% compared to 42.4% in the third quarter of 2025 and 67.4% in the fourth quarter of 2024, reflecting higher product sales in the revenue mix in the third and fourth quarters of 2025 compared with the fourth quarter of 2024, which included a significant amount of license and services revenue. In the fourth quarter of 2025, provisions for slow-moving inventory were recorded. Gross margin excluding this impact would have been approximately 43%.
Operating loss: Operating loss was $74.5 million compared to operating loss of $20.5 million in the third quarter of 2025 and $5.6 million in the fourth quarter of 2024. The operating loss in the fourth quarter of 2025 included a $56.9 million unrealized loss on impairment of the value of our Bitcoin investment compared to an $8.2 million unrealized loss
Sequans reports unaudited fourth quarter and full year 2025 financial results
Page 2
in the third quarter of 2025, and a realized net loss of $8.4 million on the sale of Bitcoin done to finance the redemption of convertible debt and the Company's ADS buyback program.
Net profit (loss): Net loss was $87.1 million, or ($5.62) per diluted ADS, compared to net profit of $0.9 million, or $0.06 per diluted ADS, in the third quarter of 2025 and net loss of $2.4 million, or ($0.95) per diluted ADS, in the fourth quarter of 2024. Net loss in the third quarter of 2025 included a non-cash $23.1 million gain on the change in value of the embedded derivative related to compound financial instruments issued in July 2025 and a non-cash loss of $29.1 million on the early extinguishment of debt, and included net interest expense of $5.8 million that was primarily non-cash and related to the IFRS accounting for the convertible debt issued in July.
Non-IFRS loss: Excluding non-cash impairment of digital assets, non-cash stock-based compensation, the non-cash impact of the fair-value, non-cash loss on early extinguishment of debt, and effective interest adjustments related to the convertible debt and associated embedded derivatives and other financings, non-IFRS net loss was $18.5 million, or ($1.19) per diluted ADS, in the fourth quarter of 2025 compared to non-IFRS net loss of $11.2 million, or ($0.73) per diluted ADS in the third quarter of 2025, and non-IFRS net profit of $2.2 million, or ($0.87) per diluted ADS, in the fourth quarter of 2024.
Cash: Cash and cash equivalents at December 31, 2025 totaled $13.4 million, the same amount as at September 30, 2025.
Digital assets: At December 31, 2025, the Company held 2,139 Bitcoin with a market value of $187.1 million, of which 1,617 Bitcoin ($141.4 million) was pledged as security for $94.5 million of convertible debt issued in July 2025.
Conference Call Details
Date: Tuesday, February 10, 2026
Time: 8:00 a.m. ET / 14:00 CET
The live webcast will be available on the Sequans Investor Relations website at https://sequans.com/investor-relations/investor-materials/.
To participate via telephone, please register in advance using this link: https://register-conf.media-server.com/register/BIc0264ac506fc4ae09bd78844e6d8f586. Upon registration, participants will receive a confirmation email detailing how to join the conference call, including the dial-in number and a unique registrant ID.
Those who wish to join the live webcast can access it here: https://edge.media-server.com/mmc/p/rfdt2cm6/
The company suggests participants for both the conference call and those listening via the web dial in or sign on at least 15 minutes in advance of the call.
For those unable to participate in the live event, a replay will be available on the company's website after 9:00 a.m. ET.
Forward Looking Statements
This press release contains certain statements that are, or may be deemed to be, forward-looking statements with respect to financial condition, results of operations and business of Sequans, bitcoin treasury and business strategy for 2026 and beyond, ADS repurchase plans, financing requirements, and business strategy for 2026 and beyond. These forward-looking statements include, but are not limited to, statements that are not historical fact. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. Forward-looking statements also often use words such as “anticipate,” “committed to”, “target,” “continue,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “goal,” “believe,” “hope,” “aims,” “continue,” “could,” “project,” “should,” “will” or other words of similar meaning. These statements are based on assumptions and assessments made by Sequans in light of its experience and perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct, and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement.
Forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Such risks and uncertainties include, but are not limited to, our ability to successfully implement our Bitcoin treasury strategy and potential adverse reactions or changes to business relationships resulting from the implementation of the Bitcoin treasury initiative and fluctuations on the value of Bitcoin and the implications of a decline in the value of Bitcoin on our collateral requirements. Many factors could cause actual results to differ materially from
Sequans reports unaudited fourth quarter and full year 2025 financial results
Page 3
those projected or implied in any forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business and competitive environments, market and regulatory forces, including tariffs and trade wars, and a decline in the value of Bitcoin. If any one or more of these risks or uncertainties materialize or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors. A more complete description of these and other material risks can be found in Sequans’ filings with the SEC, including its annual report on Form 20-F for the year ended December 31, 2024, “Risk Related to Our Bitcoin Strategy and Holdings” filed on Form 6-K on July 17, 2025 and other documents that may be filed from time to time with the SEC. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this announcement. Sequans undertakes no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by applicable law.
Use of Non-IFRS/non-GAAP Financial Measures
To supplement our unaudited consolidated financial statements prepared in accordance with IFRS, we disclose certain non-IFRS, or non-GAAP, financial measures. These measures exclude the non-cash impairment of digital assets, non-cash stock-based compensation and the non-cash impacts of convertible debt extensions, and effective interest adjustments related to the convertible debt with embedded derivatives and other financings. We believe that these measures can be useful to facilitate comparisons among different companies. These non-GAAP measures have limitations in that the non-GAAP measures we use may not be directly comparable to those reported by other companies. We seek to compensate for this limitation by providing a reconciliation of the non-GAAP financial measures to the most directly comparable IFRS measures in the table attached to this press release.
About Sequans Communications
Sequans Communications S.A. (NYSE: SQNS) is a leading fabless semiconductor company specializing in wireless 4G/5G cellular technology for the Internet of Things (IoT) as well as a pioneer in Bitcoin Treasury. Sequans views Bitcoin as a long-term investment and intends to strategically accumulate it as its primary treasury reserve asset. The company’s approach involves acquiring and holding Bitcoin using net proceeds from equity and debt issuances — executed from time to time based on market conditions — as well as cash generated from operations and intellectual property monetization.
Sequans’ engineers design and develop innovative, secure, and scalable technologies that power the next generation of AI-connected applications - including secured payment, smart mobility and logistics, smart cities, industrial, e-health, and smart homes. Sequans offers a comprehensive portfolio of 4G/5G solutions, including LTE-M/NB-IoT, 4G LTE Cat 1bis, and 5G NR RedCap/eRedCap platforms, all purpose-built for IoT and delivering breakthroughs in wireless connectivity, power efficiency, security, and performance. The company also provides advanced design services and technology licensing. Sequans management believes the combination of a strategic Bitcoin reserve and deep focus on semiconductor innovation positions the company for long-term value creation.
Founded in 2003, Sequans is headquartered in France and operates globally, with offices in the United States, United Kingdom, Switzerland, Israel, Finland, Taiwan, and China.
Visit Sequans at sequans.com and follow us on LinkedIn and X.
Sequans investor relations: David Hanover/Rob Kelly, KCSA Strategic Communications (USA), +1 212.682.6300, ir@sequans.com
Sequans media relations: Linda Bouvet (France), +33 170721600 media@sequans.com
Condensed financial tables follow
Sequans reports unaudited fourth quarter and full year 2025 financial results
Page 4
SEQUANS COMMUNICATIONS S.A.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| Three months ended | |||
|---|---|---|---|
| (in thousands of US, except share and per share amounts) | Dec 31, 2025 | Sept 30, 2025 (1) | Dec 31, 2024 |
| Revenue | 6,961 | 4,034 | 11,049 |
| Cost of revenue | (4,339) | (2,324) | (3,605) |
| Gross profit | 2,622 | 1,710 | 7,444 |
| Other operating Income (expenses) | (320) | (418) | — |
| Research and development expense | (6,614) | (7,510) | (7,522) |
| Sales and marketing expense | (1,825) | (2,143) | (2,411) |
| General and administrative expense | (3,084) | (3,935) | (3,072) |
| Digital asset Impairment losses | (56,899) | (8,230) | — |
| Digital asset losses on sales, net | (8,390) | — | — |
| Total operating income (expenses) | (77,132) | (22,236) | (13,005) |
| Operating profit (loss) | (74,510) | (20,526) | (5,561) |
| Financial income (expense): | |||
| (5,737) | (6,957) | 540 | |
| 23,079 | 28,325 | — | |
| (29,067) | — | 332 | |
| (251) | 230 | 854 | |
| Profit (Loss) before income taxes | (86,486) | 1,072 | (3,835) |
| Income tax expense | (641) | (178) | 1,458 |
| Profit (Loss) | |||
| Attributable to: | |||
| (87,127) | 894 | (2,377) | |
| — | — | — | |
| Basic income (loss) per ADS | (5.62) | 0.06 | (0.95) |
| Diluted income (loss) per ADS | (5.62) | 0.06 | (0.95) |
| Weighted average number of ADS used for computing: | |||
| — Basic | 15,504,809 | 13,933,963 | 2,500,854 |
| — Diluted | 15,504,809 | 15,356,080 | 2,500,854 |
| (1) Restated to reflect finalization of the allocation of the ACP acquisition purchase price and accounting for compound financial instruments issued in July 2025, and change of 255,000 in recognition of certain service revenue from straight-line to per unit basis to align with associated product revenue sales. |
All values are in US Dollars.
Sequans reports unaudited fourth quarter and full year 2025 financial results
Page 5
SEQUANS COMMUNICATIONS S.A.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| Twelve months ended Dec 31, | ||
|---|---|---|
| (in thousands of US, except share and per share amounts) | 2025 | 2024 |
| Revenue | 27,191 | 36,831 |
| Cost of revenue | (12,426) | (9,092) |
| Gross profit | 14,765 | 27,739 |
| Other operating Income (expenses) | (738) | — |
| Gain on sale of 4G intangible and tangible assets, net | — | 153,129 |
| Research and development expense | (29,844) | (28,527) |
| Sales and marketing expense | (8,521) | (11,773) |
| General and administrative expense | (12,489) | (14,402) |
| Digital asset Impairment losses | (65,129) | — |
| Digital asset losses on sales, net | (8,390) | — |
| Impairment of 5G broadband platform intangible and tangible assets | — | (56,633) |
| Total operating income (expenses) | (125,111) | 41,794 |
| Operating profit (loss) | (110,346) | 69,533 |
| Financial income (expense): | ||
| (12,165) | (22,878) | |
| 51,404 | 3 | |
| (29,067) | 13,952 | |
| (1,014) | 494 | |
| Profit (Loss) before income taxes | (101,188) | 61,104 |
| Income tax expense | (1,254) | (3,537) |
| Profit (Loss) | ||
| Attributable to: | ||
| (102,442) | 57,567 | |
| — | — | |
| Basic income (loss) per ADS | (11.81) | 23.19 |
| Diluted income (loss) per ADS | (11.81) | 20.27 |
| Weighted average number of ADS used for computing: | ||
| — Basic | 8,673,667 | 2,482,902 |
| — Diluted | 8,673,667 | 2,840,210 |
All values are in US Dollars.
Sequans reports unaudited fourth quarter and full year 2025 financial results
Page 6
SEQUANS COMMUNICATIONS S.A.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
| At Dec 31, | At Dec 31, | |||
|---|---|---|---|---|
| (in thousands of US) | 2025 | 2024 | ||
| ASSETS | ||||
| $ | 6,207 | $ | 4,308 | |
| 9,413 | 5,641 | |||
| 3,099 | — | |||
| 187,149 | — | |||
| 2,262 | 3,246 | |||
| 5,461 | — | |||
| 409 | 353 | |||
| 214,000 | 13,548 | |||
| 3,933 | 2,874 | |||
| 3,512 | 4,809 | |||
| 98 | 122 | |||
| 1,721 | 1,410 | |||
| 6,059 | 17,492 | |||
| 6,228 | 4,184 | |||
| — | 53,000 | |||
| 13,398 | 9,093 | |||
| 34,949 | 92,984 | |||
| Total assets | $ | 248,949 | $ | 106,532 |
| EQUITY AND LIABILITIES | ||||
| $ | 18,718 | $ | 2,934 | |
| 179,083 | 14,512 | |||
| 77,521 | 74,504 | |||
| (9.363) | — | |||
| (138,237) | (35,795) | |||
| (5) | (796) | |||
| 127,717 | 55,359 | |||
| — | 616 | |||
| 3,091 | 5,669 | |||
| 57,024 | — | |||
| 10,800 | — | |||
| 2,015 | 333 | |||
| 1,439 | — | |||
| 2,096 | 1,400 | |||
| 186 | 173 | |||
| 5,186 | 809 | |||
| 81,837 | 9,000 | |||
| 11,199 | 6,106 | |||
| — | 3,742 | |||
| 679 | 1,439 | |||
| 979 | 1,802 | |||
| 4,269 | 4,062 | |||
| 5,682 | 11,021 | |||
| 3,124 | 2,827 | |||
| 13,463 | 11,174 | |||
| 39,395 | 42,173 | |||
| Total equity and liabilities | $ | 248,949 | $ | 106,532 |
All values are in US Dollars.
Sequans reports unaudited fourth quarter and full year 2025 financial results
Page 7
SEQUANS COMMUNICATIONS S.A.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
| Twelve months ended Dec 31, | |||||
|---|---|---|---|---|---|
| (in thousands of US) | 2025 | 2024 | |||
| Operating activities | |||||
| $ | (101,188) | $ | 61,104 | ||
| Depreciation and impairment of property, plant and equipment | 2,959 | 3,353 | |||
| Amortization and impairment of intangible assets | 4,991 | 60,690 | |||
| Impairment of digital assets | 65,129 | — | |||
| Share-based payment expense | 3,017 | 4,090 | |||
| Decrease in provision | 541 | 191 | |||
| Interest expense, net | 12,165 | 22,878 | |||
| Change in the fair value of convertible debt embedded derivative | (51,404) | (3) | |||
| Loss (gain) on debt extinguishment, net of non-cash transaction costs | 28,018 | (13,952) | |||
| Foreign exchange loss (gain) | (439) | (29) | |||
| Loss (gain) on disposal of intangible and tangible assets | 12 | (157,095) | |||
| Loss on digital assets | 8,360 | — | |||
| Decrease in trade receivables and other receivables | 5,294 | 3,637 | |||
| Decrease (increase) in inventories | (1,275) | 3,141 | |||
| Increase in research tax credit receivable | (2,439) | (2,081) | |||
| Increase (decrease) in trade payables and other liabilities | 4,936 | (13,076) | |||
| Increase (Decrease) in contract liabilities | (2,432) | 5,978 | |||
| Increase in government grant advances | 1,863 | 2,416 | |||
| (888) | (753) | ||||
| Net cash flow used in operating activities | (22,780) | (19,511) | |||
| Investing activities | |||||
| (5,913) | (3,316) | ||||
| (377,200) | — | ||||
| — | (16,428) | ||||
| — | 165,611 | ||||
| 116,532 | — | ||||
| (2,398) | — | ||||
| 382 | (30) | ||||
| 53,000 | (53,000) | ||||
| 1,413 | 850 | ||||
| Net cash flow from (used in) investing activities | (214,184) | 93,687 | |||
| Financing activities | |||||
| 184,660 | — | ||||
| 174,395 | — | ||||
| (3,742) | 3,329 | ||||
| — | 14,000 | ||||
| 1,129 | 934 | ||||
| (9,363) | — | ||||
| (1,518) | (1,508) | ||||
| (100,643) | (54,935) | ||||
| (1,402) | (1,705) | ||||
| (420) | (23,000) | ||||
| (461) | (1,316) | ||||
| (1,504) | (6,587) | ||||
| Net cash flows from (used in) financing activities | 241,131 | (70,788) | |||
| 4,167 | 3,388 | ||||
| 138 | — | ||||
| 9,093 | 5,705 | ||||
| Cash and cash equivalents at end of the period | 13,398 | 9,093 |
All values are in US Dollars.
Sequans reports unaudited fourth quarter and full year 2025 financial results
Page 8
SEQUANS COMMUNICATIONS S.A.
UNAUDITED RECONCILIATION OF NON-IFRS FINANCIAL RESULTS
| (in thousands of US, except share and per share amounts) | Three months ended | ||||
|---|---|---|---|---|---|
| December 31, 2024 | |||||
| IFRS profit (loss) as reported | |||||
| Add back | |||||
| Non-cash stock-based compensation expense according to IFRS 2 (1) | 362 | 762 | 480 | ||
| Non-cash impairment of digital assets | 56,899 | 8,230 | — | ||
| Non-cash change in the fair value of embedded derivatives | (23,079) | (28,325) | — | ||
| Non-cash interest on convertible debt and other financing (2) | 5,352 | 7,216 | 62 | ||
| Non-cash impact on gain (loss) on debt extinguishment | 29,067 | — | (332) | ||
| Non-IFRS profit (loss) adjusted | |||||
| IFRS basic profit (loss) per ADS as reported | (5.62) | 0.06 | (0.95) | ||
| Add back | |||||
| Non-cash stock-based compensation expense according to IFRS 2 (1) | 0.02 | 0.05 | 0.19 | ||
| Non-cash impairment of digital assets | 3.67 | 0.59 | 0.00 | ||
| Non-cash change in the fair value of embedded derivatives | (1.49) | (2.03) | 0.00 | ||
| Non-cash interest on convertible debt and other financing (2) | 0.35 | 0.52 | 0.02 | ||
| Non-cash impact on gain (loss) on debt extinguishment | 1.88 | 0.00 | (0.13) | ||
| Non-IFRS basic profit (loss) per ADS | (1.19) | (0.81) | (0.87) | ||
| IFRS diluted profit (loss) per ADS | (5.62) | 0.06 | (0.95) | ||
| Add back | |||||
| Non-cash stock-based compensation expense according to IFRS 2 (1) | 0.02 | 0.05 | 0.19 | ||
| Non-cash impairment of digital assets | 3.67 | 0.54 | 0.00 | ||
| Non-cash change in the fair value of embedded derivatives | (1.49) | (2.03) | 0.00 | ||
| Non-cash interest on convertible debt and other financing (2) | 0.35 | 0.52 | 0.02 | ||
| Non-cash impact on gain (loss) on debt extinguishment | 1.88 | 0.00 | (0.13) | ||
| Non-IFRS diluted profit (loss) per ADS | (1.19) | (0.73) | (0.87) | ||
| (1) Included in the IFRS profit (loss) as follows: | |||||
| Cost of product revenue | |||||
| Research and development | 215 | 166 | 228 | ||
| Sales and marketing | (93) | 172 | (41) | ||
| General and administrative | 261 | 412 | 275 | ||
| (2) Related to the difference between contractual and effective interest rates | |||||
| (3) Restated to reflect finalization of the allocation of the ACP acquisition purchase price and accounting for compound financial instruments issued in July 2025, and change of 255,000 in recognition of certain service revenue from straight-line to per unit basis to align with associated product revenue sales. |
All values are in US Dollars.
Sequans reports unaudited fourth quarter and full year 2025 financial results
Page 9
SEQUANS COMMUNICATIONS S.A.
UNAUDITED RECONCILIATION OF NON-IFRS FINANCIAL RESULTS
| (in thousands of US, except share and per share amounts) | Twelve months ended Dec 31, | ||||
|---|---|---|---|---|---|
| 2024 | |||||
| IFRS profit (loss) as reported | |||||
| Add back | |||||
| Non-cash stock-based compensation expense according to IFRS 2 (1) | 3,017 | 4,126 | |||
| Non-cash impairment of digital assets | 65,129 | — | |||
| Non-cash change in the fair value of embedded derivatives | (51,404) | (3) | |||
| Non-cash interest on convertible debt and other financing (2) | 12,882 | 16,377 | |||
| Non-cash impact on gain (loss) on debt extinguishment | 29,067 | (13,952) | |||
| Non-IFRS profit (loss) adjusted | |||||
| IFRS basic profit (loss) per ADS as reported | (11.81) | 23.19 | |||
| Add back | |||||
| Non-cash stock-based compensation expense according to IFRS 2 (1) | 0.35 | 1.66 | |||
| Non-cash impairment of digital assets | 7.51 | 0.00 | |||
| Non-cash change in the fair value of embedded derivatives | (5.93) | 0.00 | |||
| Non-cash interest on convertible debt and other financing (2) | 1.49 | 6.59 | |||
| Non-cash impact on gain (loss) on debt extinguishment | 3.35 | (5.62) | |||
| Non-IFRS basic profit (loss) per ADS | (5.04) | 25.82 | |||
| IFRS diluted profit (loss) per ADS | (11.81) | 20.27 | |||
| Add back | |||||
| Non-cash stock-based compensation expense according to IFRS 2 (1) | 0.35 | 1.45 | |||
| Non-cash impairment of digital assets | 7.51 | 0.00 | |||
| Non-cash change in the fair value of embedded derivatives | (5.93) | 0.00 | |||
| Non-cash interest on convertible debt and other financing (2) | 1.49 | 5.77 | |||
| Non-cash impact on gain (loss) on debt extinguishment | 3.35 | (4.91) | |||
| Non-IFRS diluted profit (loss) per ADS | (5.04) | 22.57 | |||
| (1) Included in the IFRS profit (loss) as follows: | |||||
| Cost of product revenue | |||||
| Research and development | 766 | 722 | |||
| Sales and marketing | 494 | 992 | |||
| General and administrative | 1,737 | 2,328 | |||
| (2) Related to the difference between contractual and effective interest rates |
All values are in US Dollars.