6-K

SEQUANS COMMUNICATIONS (SQNS)

6-K 2023-08-07 For: 2023-06-30
View Original
Added on April 10, 2026

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 August 2023

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. 333-187611, 333-194903, 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 Nos. 333-250122, 333-255865 and 333-271884).

EXPLANATORY NOTE

On August 7, 2023, Sequans Communications S.A. issued a press release announcing its financial results for the quarter ended June 30, 2023. 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 August 7, 2023

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: August 7, 2023 By: /s/ Deborah Choate
Deborah Choate
Chief Financial Officer

Document

NEWS

Sequans Communications Announces

Second Quarter 2023 Financial Results

•Announces that Sequans has signed a Memorandum of Understanding (MOU) with Renesas

•Company to Hold a Conference Call Today at August 7 at 8:30 am ET to Discuss the Transaction

PARIS - August 7, 2023 - Sequans Communications S.A. (NYSE: SQNS), a leading developer and provider of 5G/4G solutions for IoT devices, today announced financial results for the second quarter ended June 30, 2023.

Second Quarter 2023 Summary Results Table:

(in US$ millions, except share and per share data) Q2 2023 Q1 2023 Q2 2022
Revenue 9.2 11.9 14.2
Gross profit 7.5 9.3 8.6
Gross margin (%) 82.3 78.5 60.7
Operating profit (loss) (5.4) (4.0) (2.1)
Net profit (loss) (9.1) (5.0) (3.2)
Diluted earnings (loss) per ADS (0.16) (0.10) (0.07)
Non-IFRS diluted earnings (loss) per ADS * (0.10) (0.09) (0.02)
Weighted average number of diluted ADS (IFRS) 57,119,468 48,382,629 47,656,861
Weighted average number of diluted ADS (Non-IFRS) 57,119,468 48,382,629 47,656,861
* See Use of Non-IFRS/non-GAAP Financial Measures disclosure on page 3. IFRS Net Profit (Loss) includes significant non-cash interest expense, debt amendment and change in value of embedded derivative that are excluded from Non-IFRS measures

All values are in US Dollars.

Our second-quarter results reflect the expected delay in our production ramp, alongside a significant contribution from licensing revenue, which lifted our gross margin to 83%," said Georges Karam, CEO of Sequans. "During this period, our revenue pipeline has continued to grow, driven by the strong momentum of design wins from new deals secured with both Cat-M Monarch and Cat 1 Calliope platforms and Taurus 5G advanced design ins. We have witnessed increased engagement and interest from customers in our Taurus 5G platform, which has further bolstered our pipeline. We anticipate commencing sampling of this platform in the fourth quarter of 2023."

Mr. Karam continued, "We are excited to announce that Renesas and Sequans have signed a Memorandum of Understanding (MOU), subject to completion of the works council consultation, to initiate a tender offer transaction for Sequans to be acquired by Renesas. By joining forces, Sequans will be able to leverage Renesas' worldwide sales and support organization to enhance our design wins, and with the Sequans brand under the Renesas umbrella, we will be better equipped to compete in the Cellular IoT market."

Second Quarter 2023 Financial summary:

Revenue: Revenue was $9.2 million, a decrease of 23.0% compared to the first quarter of 2023 and a decrease of 35.6% compared to the second quarter of 2022.

Gross margin: Gross margin was 82.3% compared to 78.5% in the first quarter of 2023 and compared to 60.7% in the second quarter of 2022.

Operating profit / loss: Operating loss was $5.4 million compared to operating loss of $4.0 million in the first quarter of 2023 and operating loss of $2.1 million in the second quarter of 2022.

Net profit / loss: Net loss was $9.1 million, or ($0.16) per diluted ADS, compared to a net loss of $5.0 million, or ($0.10) per diluted ADS, in the first quarter of 2023 and net loss of $3.2 million, or ($0.07) per diluted ADS, in the second quarter of 2022. Net loss in the second quarter of 2023 includes a $0.3 million gain on the change in fair value of the convertible debt derivative whereas in the first quarter of 2023 there was a gain of $2.3 million and a gain of $0.7 million in the second quarter of 2022.

Non-IFRS loss and diluted loss per ADS: Excluding the non-cash stock-based compensation, the non-cash impact of the fair-value, the amendment and effective interest adjustments related to the convertible debt with embedded derivatives and other financings, non-IFRS net loss was $6.0 million, or ($0.10) per diluted ADS, compared to non-IFRS

Sequans reports second quarter 2023 financial results

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net loss of $4.2 million, or ($0.09) per diluted ADS in the first quarter of 2023, and a non-IFRS net loss of $1.2 million, or ($0.02) per diluted ADS, in the second quarter of 2022. The non-IFRS net loss includes foreign exchange losses of $40,000 , or ($0.00) per diluted ADS, in the second quarter of 2023, $0.2 million, or ($0.00) per diluted ADS in the first quarter of 2023 and foreign exchange gain of $1.2 million, or $0.03 per diluted ADS, in the second quarter of 2022.

Cash: Cash and cash equivalents and short-term deposits at June 30, 2023 totaled $7.9 million compared to $5.3 million at March 31, 2023. The quarter-end cash balance does not reflect the collection in the first week of July of $3.4 million due from a major customer on June 30, 2023.

Conference Call and Webcast

Note: Sequans will not host an earnings conference due to the planned tender offer by Renesas announced today, August 7, 2023.

At 8:30 am EST, the company is holding a conference call to discuss the Renesas tender offer transaction. To join the call, please use the information provided below:

Conference Call Details

Date:     Monday, August 7, 2023

Time: 8:30 a.m. ET / 14:30 CET

Dial in: U.S. toll-free: 877-550-1707

International: +1 848-488-9020

Access code: 153049

A live and archived webcast of the call will be available from the Investor Relations section of the Sequans website at www.sequans.com/investors/webcasts-and-presentations. An audio replay of the conference call will be available until August 14, 2023 by dialing toll-free 1-844-512-2921 in the U.S., or +1 412-317-6671 from outside the U.S., using the following access code: 153049.

Forward Looking Statements

This press release contains projections and other forward-looking statements regarding future events and our future financial performance. All statements other than present and historical facts and conditions contained in this release, including any statements regarding the proposed tender offer and acquisition by Renesas and expected benefits therefrom our future results of operations and financial positions, the anticipate timing for the sampling of the Taurus 5G platform, business strategy, plans, including the ability to enter into new 5G strategic agreements, the exploration of strategic options, expectations for Massive IoT sales, our ability to convert our pipeline to revenue, and our objectives for future operations, are forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). These statements are only predictions and reflect our current beliefs and expectations with respect to future events and are based on assumptions and subject to risk and uncertainties and subject to change at any time. We undertake no obligation to update the information made in this release in the event facts or circumstances subsequently change after the date of this press release. We operate in a very competitive and rapidly changing environment. New risks emerge from time to time. Given these risks and uncertainties, you should not rely on or place undue reliance on these forward-looking statements. Actual events or results may differ materially from those contained in the projections or forward-looking statements. In addition to the risk factors contained in our Form 20-F for the fiscal year ended December 31, 2022, some of the factors that could cause actual results to differ materially from the forward-looking statements contained herein include, without limitation: (i) the contraction or lack of growth of markets in which we compete and in which our products are sold, (ii) unexpected increases in our expenses resulting from inflationary pressures and rising interest rates, including manufacturing and operating expenses and interest expense, (iii) our inability to adjust spending quickly enough to offset any unexpected revenue shortfall, (iv) delays or cancellations in spending by our customers, (v) unexpected average selling price reductions, (vi) the significant fluctuations to which our quarterly revenue and operating results are subject due to cyclicality in the wireless communications industry and transitions to new process technologies, (vii) our inability to anticipate the future market demands and future needs of our customers, (viii) our inability to achieve new design wins or for design wins to result in shipments of our products at levels and in the timeframes we currently expect, (ix) our inability to enter into and execute on strategic alliances, (x) our ability to meet performance milestones under strategic license agreements, (xi) the impact of natural disasters on our sourcing operations and supply chain, (xii) the impact of the Ukraine-Russia conflict on our independent contractors located in Ukraine, (xiii) our ability to raise debt and equity financing, (xiv) the potential failure to satisfy conditions to the completion of the proposed Renesas transaction due to the failure to receive a sufficient number of tendered shares in the tender offer, (xv) the failure to obtain necessary regulatory or other approvals, (xvi) the outcome of legal proceedings that may be instituted against Sequans and/or others relating to the transaction, (xvii) the possibility that competing offers will be made, (xviii) risks associated with acquisitions, such as the risk that transaction may be more difficult, time-consuming or costly than expected or that the expected benefits of the transaction will not occur, and (xix) other factors detailed in documents we file from time to time with the Securities and Exchange Commission.

Use of Non-IFRS/non-GAAP Financial Measures

Sequans reports second quarter 2023 financial results

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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 stock-based compensation and the non-cash impacts of convertible debt amendments, conversions and repayments, effective interest adjustments related to the convertible debt with embedded derivatives and other financings; and deferred tax benefit or expense related to the convertible debt 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.

Important Additional Information and Where to Find It

In connection with the proposed acquisition of Sequans Communications S.A. (“Sequans”) by Renesas Electronics Corporation, a Japanese corporation (“Parent” or “Renesas”), Parent will commence, or will cause to be commenced, a tender offer for all of the outstanding ordinary shares, American Depositary Shares of Sequans. The tender offer has not commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities of Sequans. It is also not a substitute for the tender offer materials that Parent or Renesas Electronics Europe GmbH, a wholly owned subsidiary of Parent (“Purchaser”) will file with the Securities and Exchange Commission (the “SEC”) upon commencement of the tender offer. At the time that the tender offer is commenced, Parent and Purchaser will file tender offer materials on Schedule TO with the SEC, and Sequans will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY SEQUANS’ SECURITY HOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. Both the tender offer materials and the solicitation/recommendation statement will be made available to Sequans’ investors and security holders free of charge. A free copy of the tender offer materials and the solicitation/recommendation statement will also be made available to all of Sequans’ investors and security holders by contacting Sequans at ir@sequans.com, or by visiting Sequans’ website (www.sequans.com). In addition, the tender offer materials and the solicitation/recommendation statement (and all other documents filed by Sequans with the SEC) will be available at no charge on the SEC’s website (www.sec.gov) upon filing with the SEC. SEQUANS’ INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE TENDER OFFER MATERIALS AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED BY PARENT OR SEQUANS WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER. THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER, PARENT AND SEQUANS.

About Sequans Communications

Sequans Communications S.A. (NYSE: SQNS) is a leading developer and provider of 5G and 4G chips and modules for IoT devices. For 5G/4G massive IoT applications, Sequans provides a comprehensive product portfolio based on its flagship Monarch LTE-M/NB-IoT and Calliope Cat 1 chip platforms, featuring industry-leading low power consumption, a large set of integrated functionalities, and global deployment capability. For 5G/4G broadband and critical IoT applications, Sequans offers a product portfolio based on its Cassiopeia 4G Cat 4/Cat 6 and planned high-end Taurus 5G chip platforms, optimized for low-cost residential, enterprise, and industrial applications. Founded in 2003, Sequans is based in Paris, France with additional offices in the United States, United Kingdom, Israel, Hong Kong, Singapore, Finland, Taiwan, South Korea, and China.

Visit Sequans online at www.sequans.com; www.facebook.com/sequans; www.twitter.com/sequans

Media Relations: Kimberly Tassin, +1.425.736.0569, Kimberly@sequans.com

Investor Relations: Kimberly Rogers, +1 385.831-7337, krogers@sequans.com

Condensed financial tables follow

Sequans reports second quarter 2023 financial results

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SEQUANS COMMUNICATIONS S.A.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three months ended
(in thousands of US, except share and per share amounts) June 30, 2023 March 31, 2023 June 30, 2022
Revenue :
8,162 9,559 6,547
Total revenue 9,158 11,899 14,221
Cost of revenue 1,625 2,556 5,592
Gross profit 7,533 9,343 8,629
Operating expenses :
6,346 7,488 5,875
2,982 3,033 2,499
3,588 2,818 2,351
Total operating expenses 12,916 13,339 10,725
Operating profit (loss) (5,383) (3,996) (2,096)
Financial income (expense):
(2,796) (2,515) (2,858)
325 2,302 663
(40) (165) 1,218
Profit (Loss) before income taxes (7,894) (4,374) (3,073)
Income tax expense 1,223 666 120
Profit (Loss)
Attributable to :
(9,117) (5,040) (3,193)
Basic loss per ADS (0.16) (0.10) (0.07)
Diluted loss per ADS (0.16) (0.10) (0.07)
Weighted average number of ADS used for computing:
— Basic 57,119,468 48,382,629 47,656,861
— Diluted 57,119,468 48,382,629 47,656,861

All values are in US Dollars.

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SEQUANS COMMUNICATIONS S.A.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Six months ended June 30,
(in thousands of US, except share and per share amounts) 2023 2022
Revenue :
17,721 14,513
Total revenue 21,057 28,112
Cost of revenue 4,181 10,028
Gross profit 16,876 18,084
Operating expenses :
13,834 12,289
6,015 5,020
6,406 4,843
Total operating expenses 26,255 22,152
Operating profit (loss) (9,379) (4,068)
Financial income (expense):
(5,311) (5,530)
2,627 7,060
(205) 1,588
Profit (Loss) before income taxes (12,268) (950)
Income tax expense 1,889 224
Profit (Loss)
Attributable to :
(14,157) (1,174)
Basic loss per ADS (0.27) (0.03)
Diluted loss per ADS (0.27) (0.03)
Weighted average number of ADS used for computing:
— Basic 52,774,984 44,388,055
— Diluted 52,774,984 44,388,055

All values are in US Dollars.

Sequans reports second quarter 2023 financial results

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SEQUANS COMMUNICATIONS S.A.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

At June 30, At Dec 31,
(in thousands of US) 2023 2022
ASSETS
$ 7,486 $ 8,489
55,474 48,705
749 783
343 337
64,052 58,314
8,404 9,387
12,307 8,494
664 176
1,822 1,399
4,958 5,799
6,806 4,515
5,000 5,000
2,893 5,671
42,854 40,441
Total assets $ 106,906 $ 98,755
EQUITY AND LIABILITIES
$ 2,747 $ 2,306
8,805 2,418
66,429 62,870
(66,529) (65,099)
(610) (391)
10,842 2,104
4,797 6,235
6,548 43,455
554 3,203
2,171 2,278
1,136 1,788
2,172 2,196
272 258
404 404
18,054 59,817
10,796 9,342
6,837 7,723
1,173 1,291
41,262
22
4,172 4,159
5,461 5,964
8,287 8,355
78,010 36,834
Total equity and liabilities $ 106,906 $ 98,755

All values are in US Dollars.

Sequans reports second quarter 2023 financial results

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SEQUANS COMMUNICATIONS S.A.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

Six months ended June 30,
(in thousands of US) 2023 2022
Operating activities
$ (12,268) $ (950)
Depreciation and impairment of property, plant and equipment 1,953 1,805
Amortization and impairment of intangible assets 4,669 3,464
Share-based payment expense 3,559 2,535
Increase in provisions (1) 207
Interest expense, net 5,311 5,530
Change in the fair value of convertible debt embedded derivative (2,627) (7,061)
Foreign exchange loss (gain) 281 (363)
Decrease (Increase) in trade receivables and other receivables (5,163) 5,218
Decrease (increase) in inventories 983 (545)
Increase in research tax credit receivable (1,211) (853)
Increase (Decrease) in trade payables and other liabilities 1,040 (4,803)
Decrease in contract liabilities (621) (7,247)
Decrease in government grant advances (333) (4,143)
(794) (487)
Net cash flow used in operating activities (5,222) (7,693)
Investing activities
(2,118) (4,761)
(11,931) (7,935)
28 1,681
(7,000)
99 12
Net cash flow used in investments activities (13,922) (18,003)
Financing activities
19,555 30,155
(910) 2,611
545
(657) (602)
(782) (216)
(693) (630)
(694) (708)
Net cash flows from financing activities 16,364 30,610
(2,780) 4,914
2 4
5,671 4,835
Cash and cash equivalents at end of the period 2,893 9,753

All values are in US Dollars.

Sequans reports second quarter 2023 financial results

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SEQUANS COMMUNICATIONS S.A.

UNAUDITED RECONCILIATION OF NON-IFRS FINANCIAL RESULTS

(in thousands of US, except share and per share amounts) Three months ended
March 31, 2023 June 30, <br>2022
Net IFRS gain (loss) as reported
Add back
Non-cash stock-based compensation expense according to IFRS 2 (1) 1,778 1,781 1,219
Non-cash change in the fair value of convertible debt embedded derivative (325) (2,302) (663)
Non-cash interest on convertible debt and other financing (2) 1,706 1,408 1,452
Non-IFRS gain (loss) adjusted
IFRS basic gain (loss) per ADS as reported (0.16) (0.10) (0.07)
Add back
Non-cash stock-based compensation expense according to IFRS 2 (1) 0.04 0.04 0.03
Non-cash change in the fair value of convertible debt embedded derivative (0.01) (0.05) (0.01)
Non-cash interest on convertible debt and other financing (2) 0.03 0.03 0.03
Non-IFRS basic gain (loss) per ADS (0.10) (0.09) (0.02)
IFRS diluted gain (loss) per ADS (0.16) (0.10) (0.07)
Add back
Non-cash stock-based compensation expense according to IFRS 2 (1) 0.04 0.04 0.03
Non-cash change in the fair value of convertible debt embedded derivative (0.01) (0.05) (0.01)
Non-cash interest on convertible debt and other financing (2) 0.03 0.04 0.03
Non-IFRS diluted gain (loss) per ADS (0.10) (0.09) (0.02)
(1) Included in the IFRS loss as follows:
Cost of product revenue
Research and development 488 470 317
Sales and marketing 361 347 287
General and administrative 902 932 571
(2) Related to the difference between contractual and effective interest rates

All values are in US Dollars.

Sequans reports second quarter 2023 financial results

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SEQUANS COMMUNICATIONS S.A.

UNAUDITED RECONCILIATION OF NON-IFRS FINANCIAL RESULTS

(in thousands of US, except share and per share amounts) Six months ended June 30,
2022
Net IFRS gain (loss) as reported
Add back
Non-cash stock-based compensation expense according to IFRS 2 (1) 3,559 2,534
Non-cash change in the fair value of convertible debt embedded derivative (2,627) (7,060)
Non-cash interest on convertible debt and other financing (2) 3,114 2,670
Non-IFRS gain (loss) adjusted
IFRS basic gain (loss) per ADS as reported (0.27) (0.03)
Add back
Non-cash stock-based compensation expense according to IFRS 2 (1) 0.07 0.06
Non-cash change in the fair value of convertible debt embedded derivative (0.05) (0.16)
Non-cash interest on convertible debt and other financing (2) 0.06 0.06
Non-IFRS basic gain (loss) per ADS (0.19) (0.07)
IFRS diluted gain (loss) per ADS (0.27) (0.03)
Add back
Non-cash stock-based compensation expense according to IFRS 2 (1) 0.07 0.06
Non-cash change in the fair value of convertible debt embedded derivative (0.05) (0.16)
Non-cash interest on convertible debt and other financing (2) 0.06 0.06
Non-IFRS diluted gain (loss) per ADS (0.19) (0.07)
(1) Included in the IFRS loss as follows:
Cost of product revenue
Research and development 958 787
Sales and marketing 708 578
General and administrative 1,834 1,096
(2) Related to the difference between contractual and effective interest rates

All values are in US Dollars.