6-K

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 November 2022

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, excluding the section titled “Q4 2022 Outlook”,

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 and 333-255865).

EXPLANATORY NOTE

On November 2, 2022, Sequans Communications S.A. issued a press release announcing its financial results for the third quarter ended September 30, 2022. 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 November 2, 2022

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: November 2, 2022	By:	/s/ Deborah Choate
		Deborah Choate
		Chief Financial Officer

Document

NEWS

Sequans Communications Announces

Third Quarter 2022 Financial Results

PARIS - November 2, 2022 - Sequans Communications S.A. (NYSE: SQNS), a leading developer and provider of 5G/4G solutions for IoT devices, today announced financial results for the third quarter ended September 30, 2022.

Third Quarter 2022 Summary Results Table:

(in US$ millions, except share and per share data)	Q3 2022	Q2 2022	Q3 2021
Revenue	16.5	14.2	11.9
Gross profit	12.8	8.6	5.8
Gross margin (%)	77.6	60.7	49.2
Operating profit (loss)	1.2	(2.1)	(5.1)
Net Profit (Loss)	(2.9)	(3.2)	0.2
Diluted earnings (loss) per ADS	(0.06)	(0.07)	0.00
Non-IFRS diluted earnings (loss) per ADS *	0.01	(0.02)	(0.15)
Weighted average number of diluted ADS (IFRS)	47,802,526	47,656,861	41,024,405
Weighted average number of diluted ADS (Non-IFRS)	52,620,229	47,656,861	41,024,405
* 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.

“Third quarter revenue increased by 39% year-over-year and 16% sequentially, reflecting an increase in licensing revenue, including revenue recognized from our new 5G strategic partner agreement announced in August,” said Georges Karam, CEO of Sequans. “This lifted gross margin to 77.6% and turned the Company to non-IFRS profitability of $0.01 per ADS on a fully diluted basis. The higher licensing revenue more than offset the as-expected lower product revenue in the third quarter. Product revenue in the quarter was primarily impacted by various supply chain factors temporarily affecting our customers' ability to ship or launch their products. We still expect product shipments to grow in the coming quarters."

“Our pipeline continues to grow and, in particular, we are excited by the demand we are seeing for our next generation Cat 1 Calliope 2”, continued Georges Karam. “We secured two sizeable design wins for Calliope 2, adding to the already strong funnel for Cat M/NB Monarch 2 and reinforcing our leadership in Massive IoT. In addition, the recently announced 5G strategic deal is progressing well and confirms market interest in our 5G technology, creating a licensing revenue pipeline on top of our product business.”

Q4 2022 Outlook

The following statement is based on management’s current assumptions and expectations and assumes no increase in the severity or duration of the COVID-19 pandemic or supply chain constraints. This statement is forward-looking and actual results may differ materially.

Taking into consideration current customer demand and the ongoing impact of supply chain constraints on the Company’s ability to ship orders, management expects revenue to be flat or slightly down sequentially for the quarter ending December 31, 2022, while still representing significant growth compared with the fourth quarter of 2021, with gross margin expected to exceed 65%.

Third Quarter 2022 Highlights:

Revenue: Revenue was $16.5 million, an increase of 16.2% compared to the second quarter of 2022 and an increase of 39.0% compared to the third quarter of 2021.The increase for the third quarter was primarily due to increased services and license revenue as a result of the new 5G strategic partnership, partially offset by decreases in product revenue.

Gross margin: Gross margin was 77.6% compared to 60.7% in the second quarter of 2022 and compared to 49.2% in the third quarter of 2021 due to the higher proportion of services and license revenue versus product sales in the revenue mix.

Sequans reports third quarter 2022 financial results

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Operating profit / loss: Operating profit was $1.2 million compared to operating losses of $2.1 million in the second quarter of 2022 and $5.1 million in the third quarter of 2021.

Net profit / loss: Net loss was $2.9 million, or ($0.06) per diluted ADS, compared to a net loss of $3.2 million, or ($0.07) per ADS, in the second quarter of 2022 and a net profit of $0.2 million, or $0.01 per ADS, in the third quarter of 2021. Net loss in the third quarter of 2022 includes a $1.2 million loss on the change in fair value of the convertible debt derivative compared to a $0.7 million gain in the second quarter of 2022 and a $7.7 million gain in the third quarter of 2021. Net loss in the third quarter of 2022 includes a $0.5 million gain on the impact of the convertible debt amendment.

Non-IFRS Net profit / loss and diluted profit / 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 gain was $0.4 million, or $0.01 per diluted ADS, compared to non-IFRS net losses of $1.2 million, or ($0.02) per diluted ADS in the second quarter of 2022, and $5.3 million, or ($0.14) per diluted ADS, in the third quarter of 2021. The non-IFRS net gain / loss includes foreign exchange gains of $1.0 million, or $0.02 per diluted ADS, in the third quarter of 2022, $1.2 million, or $0.02 per diluted ADS, in the second quarter of 2022 and $0.4 million, or $0.01 per diluted ADS, in the third quarter of 2021.

Cash: Cash and cash equivalents and short-term deposits at September 30, 2022 totaled $5.8 million compared to $16.8 million at June 30, 2022. The amount at September 30, 2022 excludes cash received from the 5G [1] strategic partnership of $13.5 million received in October 2022.

Conference Call and Webcast

Sequans plans to conduct a teleconference and live webcast to discuss the financial results for the third quarter of 2022 today, November 2, 2022 at 8:00 a.m. ET /13:00 CET. To participate in the live call, analysts and investors should dial 877-407-0792 or +1 201-689-8263 if outside the U.S. When prompted, provide the event title or access code: 13733000. A live and archived webcast of the call will be available from the Investors section of the Sequans website at www.sequans.com/investors/. An audio replay of the conference call will be available until November 16, 2022 by dialing toll free 844-512-2921 or +1 412-317-6671 from outside the U.S., using the following access code:13733000.

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 future results of operations and financial positions, business strategy and plans, expectations for future product sales, the impact of the Covid-19 on our supply chain and on customer demand, the impact of component shortages and manufacturing capacity, 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, 2021, 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, including manufacturing and operating expenses, (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 fluctuation 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) the impact of Covid-19 on the ability to operate our business and research, production of our products or demand for our products by customers whose supply chain is impacted or whose operations have been impacted by government shelter-in-place or similar orders or Covid-19 workforce shortages, (xiv) our ability to raise debt and equity financing, and (xv) 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

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

Sequans reports third quarter 2022 financial results

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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.

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 third quarter 2022 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)	Sept 30, 2022	June 30, 2022	Sept 30, 2021
Revenue :
	12,143	6,547	4,346
Total revenue	16,528	14,221	11,891
Cost of revenue	3,708	5,592	6,043
Gross profit	12,820	8,629	5,848
Operating expenses :
	6,960	5,875	6,634
	2,446	2,499	2,116
	2,199	2,351	2,181
Total operating expenses	11,605	10,725	10,931
Operating profit (loss)	1,215	(2,096)	(5,083)
Financial income (expense):
	(2,784)	(2,858)	(2,685)
	(1,193)	663	7,706
	476	—	—
	1,030	1,218	409
Profit (Loss) before income taxes	(1,256)	(3,073)	347
Income tax expense	1,617	120	155
Profit (Loss)
Attributable to :
	(2,873)	(3,193)	192
	—	—	—
Basic loss per ADS	(0.06)	(0.07)	0.01
Diluted loss per ADS	(0.06)	(0.07)	0.00
Weighted average number of ADS used for computing:
— Basic	47,802,526	47,656,861	37,382,595
— Diluted	47,802,526	47,656,861	41,024,405

All values are in US Dollars.

Sequans reports third quarter 2022 financial results

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SEQUANS COMMUNICATIONS S.A.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Nine months ended Sept 30,
(in thousands of US, except share and per share amounts)	2022	2021
Revenue :
	26,656	13,583
Total revenue	44,640	37,069
Cost of revenue	13,736	17,768
Gross profit	30,904	19,301
Operating expenses :
	19,249	19,736
	7,466	6,707
	7,042	7,148
Total operating expenses	33,757	33,591
Operating profit (loss)	(2,853)	(14,290)
Financial income (expense):
	(8,314)	(8,807)
	5,867	5,024
	476	5,177
	2,618	803
Profit (Loss) before income taxes	(2,206)	(12,093)
Income tax expense	1,841	452
Profit (Loss)
Attributable to :
	(4,047)	(12,545)
	—	—
Basic loss per ADS	(0.09)	(0.34)
Diluted loss per ADS	(0.09)	(0.34)
Weighted average number of ADS used for computing:
— Basic	45,538,645	36,396,026
— Diluted	45,538,645	36,396,026

All values are in US Dollars.

Sequans reports third quarter 2022 financial results

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SEQUANS COMMUNICATIONS S.A.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

	At Sept 30,		At Dec 31,
(in thousands of US)	2022		2021
ASSETS
	$	9,253	$	8,010
	46,741		37,984
	620		2,311
	307		357
	56,921		48,662
	10,102		6,433
	17,258		13,622
	420		789
	1,905		2,108
	3,980		7,252
	7,972		5,863
	5,831		4,835
	47,468		40,902
Total assets	$	104,389	$	89,564
EQUITY AND LIABILITIES
	$	2,295	$	3,687
	2,443		298,389
	61,060		57,198
	(60,138)		(383,554)
	(812)		(26)
	4,848		(24,306)
	5,132		9,354
	41,437		36,373
	4,213		10,081
	2,338		3,373
	2,486		964
	2,158		2,137
	113		138
	1,717		2,706
	59,594		65,126
	10,103		13,916
	9,857		9,518
	1,213		1,247
	3,985		6,206
	6,901		8,677
	7,888		9,180
	39,947		48,744
Total equity and liabilities	$	104,389	$	89,564

All values are in US Dollars.

Sequans reports third quarter 2022 financial results

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SEQUANS COMMUNICATIONS S.A.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

		Nine months ended Sept 30,
(in thousands of US)		2022		2021
Operating activities
		$	(2,206)	$	(12,093)
	Depreciation and impairment of property, plant and equipment	2,901		2,733
	Amortization and impairment of intangible assets	5,574		5,417
	Share-based payment expense	3,667		3,273
	Increase in provisions	298		463
	Interest expense, net	8,314		8,807
	Change in the fair value of convertible debt embedded derivative	(5,867)		(5,024)
	Impact of debt reimbursement	(476)		(5,177)
	Foreign exchange loss (gain)	(897)		(743)
	Loss (Gain) on disposal of property, plant and equipment	—		7
	Decrease (Increase) in trade receivables and other receivables	(3,412)		5,973
	Decrease (increase) in inventories	(3,669)		342
	Increase in research tax credit receivable	(636)		(2,700)
	Increase (Decrease) in trade payables and other liabilities	(7,499)		5,324
	Decrease in contract liabilities	(3,703)		(9,506)
	Decrease in government grant advances	(2,292)		(574)
		(683)		(542)
Net cash flow provided by (used in) operating activities		(10,586)		(4,020)
Investing activities
		(5,892)		(8,511)
		(11,308)		(14,926)
		1,741		(1,760)
		—		2,900
		47		36
Net cash flow provided by (used in) investments activities		(15,412)		(22,261)
Financing activities
		—		99
		30,125		9,881
		342		(128)
		—		39,647
		(929)		(810)
		—		(8,750)
		(633)		(356)
		—		(8,042)
		(812)		(804)
		(1,096)		(4,800)
Net cash flows from (used in) financing activities		26,997		25,937
		999		(344)
		(3)		2
		4,835		7,574
Cash and cash equivalents at end of the period		5,831		7,232

All values are in US Dollars.

Sequans reports third quarter 2022 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
			June 30, 2022		Sept 30, <br>2021
Net IFRS gain (loss) as reported
Add back
	Non-cash stock-based compensation expense according to IFRS 2 (1)			1,133		1,219	1,022
	Non-cash change in the fair value of convertible debt embedded derivative			1,193		(663)	(7,706)
	Non-cash interest on convertible debt and other financing (2)			1,447		1,452	1,193
	Non-cash impact of convertible debt amendment			(476)		—	—
Non-IFRS gain (loss) adjusted
IFRS basic gain (loss) per ADS as reported				(0.06)		(0.07)	0.01
Add back
	Non-cash stock-based compensation expense according to IFRS 2 (1)			0.02		0.03	0.03
	Non-cash change in the fair value of convertible debt embedded derivative			0.03		(0.01)	(0.21)
	Non-cash interest on convertible debt and other financing (2)			0.03		0.03	0.03
	Non-cash impact of convertible debt amendment			0.00		0.00	0.00
Non-IFRS basic gain (loss) per ADS				0.01		(0.02)	(0.14)
IFRS diluted gain (loss) per ADS				(0.06)		(0.07)	—
Add back
	Non-cash stock-based compensation expense according to IFRS 2 (1)			0.02		0.03	0.03
	Non-cash change in the fair value of convertible debt embedded derivative			0.03		(0.01)	(0.21)
	Non-cash interest on convertible debt and other financing (2)			0.03		0.03	0.03
	Non-cash impact of convertible debt amendment			0.00		0.00	0.00
Non-IFRS diluted gain (loss) per ADS				0.01		(0.02)	(0.15)
	(1) Included in the IFRS loss as follows:
		Cost of product revenue
		Research and development		370		317	487
		Sales and marketing		268		287	200
		General and administrative		454		571	321
	(2) Related to the difference between contractual and effective interest rates

All values are in US Dollars.

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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)				Nine months ended Sept 30,
			2021
Net IFRS gain (loss) as reported
Add back
	Non-cash stock-based compensation expense according to IFRS 2 (1)			3,667	3,274
	Non-cash change in the fair value of convertible debt embedded derivative			(5,867)	(5,024)
	Non-cash interest on convertible debt and other financing (2)			4,117	3,465
	Impact of debt reimbursement			—	(5,177)
	Non-cash impact of convertible debt amendment			(476)	—
Non-IFRS gain (loss) adjusted
IFRS basic gain (loss) per ADS as reported				(0.09)	(0.34)
Add back
	Non-cash stock-based compensation expense according to IFRS 2 (1)			0.08	0.09
	Non-cash change in the fair value of convertible debt embedded derivative			(0.13)	(0.15)
	Non-cash interest on convertible debt and other financing (2)			0.09	0.10
	Impact of debt reimbursement			0.00	(0.14)
	Non-cash impact of convertible debt amendment			(0.01)	0.00
Non-IFRS basic gain (loss) per ADS				(0.06)	(0.44)
IFRS diluted gain (loss) per ADS				(0.09)	(0.34)
Add back
	Non-cash stock-based compensation expense according to IFRS 2 (1)			0.08	0.09
	Non-cash change in the fair value of convertible debt embedded derivative			(0.13)	(0.15)
	Non-cash interest on convertible debt and other financing (2)			0.09	0.10
	Impact of debt reimbursement			0.00	(0.14)
	Non-cash impact of convertible debt amendment			(0.01)	0.00
Non-IFRS diluted gain (loss) per ADS				(0.06)	(0.44)
	(1) Included in the IFRS loss as follows:
		Cost of product revenue
		Research and development		1,157	1,554
		Sales and marketing		846	623
		General and administrative		1,550	1,053
	(2) Related to the difference between contractual and effective interest rates

All values are in US Dollars.