6-K

SEQUANS COMMUNICATIONS (SQNS)

6-K 2021-11-02 For: 2021-09-30
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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 November 2021

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 “Q3 2021 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. 333-177919, 333-180487, 333-187611, 333-194903, 333-203539, 333-211011, 333-214444, 333-215911, 333-219430, 333-226458, 333-233473, 333-239968 and 333-259914) and Form F-3 (File Nos. 333-250122 and 333-255865).

EXPLANATORY NOTE

On November 2, 2021, Sequans Communications S.A. issued a press release announcing its financial results for the quarter ended September 30, 2021. 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, 2021

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, 2021 By: /s/ Deborah Choate
Deborah Choate
Chief Financial Officer

Document

NEWS

Sequans Communications Announces

Third Quarter 2021 Financial Results

PARIS - November 2, 2021 - Sequans Communications S.A. (NYSE: SQNS), a leading developer and provider of 5G/4G chips and modules, today announced financial results for the third quarter ended September 30, 2021.

Third Quarter 2021 Summary Results Table:

(in US$ millions, except share and per share data) Q3 2021 Q2 2021 Q3 2020
Revenue 11.9 12.9 14.1
Gross profit 5.8 7.3 5.9
Gross margin (%) 49.2 56.6 42.0
Operating loss (5.1) (3.4) (5.9)
Net Profit (Loss) 0.2 (1.3) (9.0)
Diluted earnings per ADS 0.01 (0.04) (0.30)
Non-IFRS diluted earnings per ADS (1) (0.14) (0.15) (0.28)
Weighted average number of diluted ADS 37,382,595 37,118,845 30,275,352
(1) See Use of Non-IFRS/non-GAAP Financial Measures disclosure on page 3

All values are in US Dollars.

“The increasing momentum we are experiencing in our Massive IoT and CBRS Broadband categories is a testament to Sequans’ strategy to deliver industry-leading 5G/4G chips and modules optimized for a multitude of IoT applications," said Georges Karam, CEO of Sequans. "Year-to-date, our revenue grew by 6%, despite the termination of Jetpack portable router sales in 2021. Third quarter revenue grew by 106% year-over-year, mainly driven by Massive IoT increasing 118% and CBRS Broadband rising 135% when adjusted to exclude last year’s Jetpack contribution(1). This strong performance was limited by supply chain constraints, limiting our ability to meet the robust demand for our chips and modules. Our MCU and channel partners, with their powerful brands and extensive global reach, are also contributing to our growth, and we anticipate growth from these channels to accelerate next year.

“In the third quarter, the portion of our pipeline secured by design wins increased to almost $300 million, which represents nearly 50% of the pipeline,” continued Mr. Karam. “Promising opportunities primarily in Massive IoT, but also in our Broadband IoT category, are driving our pipeline growth. This quarter we secured new design-in awards in metering, medical, asset tracking, and industrial applications and achieved excellent progress on existing design wins advancing to mass production in 2022.

Mr. Karam concluded, “Sequans believes the investment in 5G is strategic for the long term given the unique opportunity it presents for our game-changing IoT technology. However, we recognize that rather than receiving credit for the long-term value being created by our 5G strategy, the cash burden related to this investment is negatively impacting the Company’s valuation. The company is actively exploring options to finance Sequans’ 5G investment to minimize its cash burden, with the goal of upholding our leadership in the Massive IoT and maximizing value for shareholders over the long run”.

Q4 2021 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 and 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 is targeting 15% sequential revenue growth for the quarter ending December 31, 2021.

_________________

(1) Revenues from the Verizon Jetpack were $8.4 million in the third quarter of 2020. There were no revenues from the Verizon Jetpack in the third quarter of 2021

Sequans reports third quarter 2021 financial results

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Third Quarter 2021 Financial and Operational Results Summary

Revenue for the third quarter was $11.9 million, a decrease of 7.5% compared to the second quarter of 2021 and a decrease of 15.8% compared to the third quarter of 2020. The decrease from the second quarter was primarily due to expected lower services revenue based on the advancement of the various projects, partially offset by increases in product revenue for both Massive IoT and Broadband IoT.

Gross profit for the third quarter of 2021 was $5.8 million, a $1.4 million decrease from the second quarter and a modest decrease from the prior year third quarter. Gross margin for the third quarter of 2021 was 49.2% compared to 56.6% in the second quarter of 2021 and 42.0% in the third quarter of 2020. The sequential decrease in gross margin was primarily due to the revenue mix with a shift towards more product revenue in the quarter.

Operating loss was $5.1 million compared to $3.4 million in the second quarter of 2021 and $5.9 million in the third quarter of 2020. The sequential increase in operating loss was primarily due to a lower gross margin on lower revenues and lower operating expenses in the second quarter of 2021 due to a one-time net reduction in R&D expense of approximately $1.2 million as a result of an R&D grant recognized in the second quarter.

Net profit was $0.2 million, or $0.01 per diluted ADS, compared to net losses of $1.3 million, or ($0.04) per ADS, in the second quarter of 2021 and $9.0 million, or ($0.30) per ADS, in the third quarter of 2020. Net profit in the third quarter of 2021 includes a $7.7 million benefit from the change in fair value of convertible debt derivative and $409,000 foreign exchange gain primarily related to the revaluation of euro liabilities during the quarter.

Non-IFRS Net loss and diluted loss per ADS: Excluding the non-cash stock-based compensation, the non-cash impact of the fair-value and effective interest adjustments related to the convertible debt with embedded derivatives and other financings, the non-cash impact of debt reimbursement, and deferred tax benefit or expense related to the convertible debt and other financings, non-IFRS net loss was $5.3 million, or ($0.14) per ADS, compared to $5.6 million, or ($0.15) per ADS in the second quarter of 2021, and $8.4 million, or ($0.28) per ADS, in the third quarter of 2020.

Cash: Cash, cash equivalents, and short-term deposits at September 30, 2021 totaled $15.2 million compared to $18.5 million at December 31, 2020.

Conference Call and Webcast

Sequans plans to conduct a teleconference and live webcast to discuss the financial results for the third quarter of 2021 today, November 2, 2021 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: 13723445. 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, 2021 by dialing toll free 844-512-2921 or +1 412-317-6671 from outside the U.S., using the following access code:13723445.

Forward Looking Statements

This press release contains projections and other forward-looking statements regarding future events or our future financial performance and potential financing sources. 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, including financing alternatives for our 5G business, expectations for Massive IoT 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, 2020, 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, including manufacturing 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

Sequans reports third quarter 2021 financial results

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natural disasters on our sourcing operations and supply chain, (xii) 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, (xiii) 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 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 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 2021 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, 2021 June 30, 2021 Sept 30, 2020
Revenue :
4,346 5,464 2,542
Total revenue 11,891 12,857 14,122
Cost of revenue
5,681 5,133 7,668
362 449 527
Total cost of revenue 6,043 5,582 8,195
Gross profit 5,848 7,275 5,927
Operating expenses :
6,634 5,848 7,984
2,116 2,297 1,774
2,181 2,507 2,076
Total operating expenses 10,931 10,652 11,834
Operating loss (5,083) (3,377) (5,907)
Financial income (expense):
(2,685) (3,411) (3,623)
7,706 1,408 1,522
5,177
409 (964) (885)
Loss before income taxes 347 (1,167) (8,893)
Income tax expense (benefit) 155 150 98
Profit (Loss)
Attributable to :
192 (1,317) (8,991)
Basic loss per ADS 0.01 (0.04) (0.30)
Diluted loss per ADS 0.01 (0.04) (0.30)
Weighted average number of ADS used for computing:
— Basic 37,382,595 37,118,845 30,275,352
— Diluted 37,382,595 37,118,845 30,275,352

All values are in US Dollars.

Sequans reports third quarter 2021 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) 2021 2020
Revenue :
13,583 9,270
Total revenue 37,069 35,125
Cost of revenue
16,505 17,449
1,263 1,340
Total cost of revenue 17,768 18,789
Gross profit 19,301 16,336
Operating expenses :
19,736 22,917
6,707 5,909
7,148 6,763
Total operating expenses 33,591 35,589
Operating loss (14,290) (19,253)
Financial income (expense):
(8,807) (10,831)
5,024 (13,240)
5,177 1,399
803 (715)
Loss before income taxes (12,093) (42,640)
Income tax expense (benefit) 452 575
Profit (Loss)
Attributable to :
(12,545) (43,215)
Basic loss per ADS (0.34) (1.59)
Diluted loss per ADS (0.34) (1.59)
Weighted average number of ADS used for computing:
— Basic 36,396,026 27,120,905
— Diluted 36,396,026 27,120,905

All values are in US Dollars.

Sequans reports third quarter 2021 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) 2021 2020
ASSETS
$ 8,022 $ 9,187
35,256 25,312
2,369 588
365 386
46,012 35,473
5,883 6,225
7,740 17,277
1,089 371
2,891 962
8,018 3,264
4,557 5,110
8,000 10,900
7,232 7,574
45,410 51,683
Total assets $ 91,422 $ 87,156
EQUITY AND LIABILITIES
$ 3,653 $ 3,269
298,415 276,560
55,336 46,677
(375,754) (363,209)
(504) (423)
(18,854) (37,126)
9,905 11,203
2,172
34,608 26,074
8,904 12,395
3,798 4,762
942 851
2,433 1,874
19 19
192 2,397
60,801 61,747
13,855 15,701
9,415 14,228
6,104
1,216 1,014
7,112 3,867
7,728 13,145
10,149 8,476
49,475 62,535
Total equity and liabilities $ 91,422 $ 87,156

All values are in US Dollars.

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SEQUANS COMMUNICATIONS S.A.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

Nine months ended Sept 30,
(in thousands of US) 2021 2020
Operating activities
$ (12,093) $ (42,640)
Depreciation and impairment of property, plant and equipment 2,733 2,845
Amortization and impairment of intangible assets 5,417 4,314
Share-based payment expense 3,273 1,813
Increase in provisions 463 (55)
Interest expense, net 8,807 10,831
Change in the fair value of convertible debt embedded derivative (5,024) 13,240
Impact of debt reimbursement (5,177)
Convertible debt amendment (1,399)
Foreign exchange loss (gain) (743) 1,200
Loss (Gain) on disposal of property, plant and equipment 7
Bad debt expense 63
Decrease (Increase) in trade receivables and other receivables 5,973 (7,670)
Decrease in inventories 342 863
Decrease (Increase) in research tax credit receivable (2,700) 716
Increase in trade payables and other liabilities 5,324 5,762
Decrease in contract liabilities (9,506) (7,564)
Increase (Decrease) in government grant advances (1) (574) 12
(542) (269)
Net cash flow provided by (used in) operating activities (4,020) (17,938)
Investing activities
(8,511) (5,073)
(14,926) (4,776)
(1,760) (62)
2,900 (14,900)
36 21
Net cash flow used in investments activities (22,261) (24,790)
Financing activities
99 32
9,881 27,496
(128) 10,381
39,647 2,050
5,392
405
(810) (894)
(8,750)
(356) (118)
(8,042) (3,775)
(804) (177)
(4,800) (1,777)
Net cash flows from financing activities 25,937 39,015
(344) (3,713)
2
7,574 14,098
Cash and cash equivalents at end of the period 7,232 10,385

All values are in US Dollars.

(1) Including $1.4 million related to the forgiveness of a debt in April 2021

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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, 2021 Sept 30, <br>2020
Net IFRS loss as reported
Add back
Non-cash stock-based compensation expense according to IFRS 2 (1) 1,022 1,092 521
Non-cash change in the fair value of convertible debt embedded derivative (7,706) (1,408) (1,522)
Non-cash interest on convertible debt and other financing (2) 1,193 1,187 1,608
Impact of debt reimbursement (5,177)
Non-IFRS loss adjusted
IFRS basic loss per ADS as reported 0.01 (0.04) (0.30)
Add back
Non-cash stock-based compensation expense according to IFRS 2 (1) 0.03 0.03 0.02
Non-cash change in the fair value of convertible debt embedded derivative (0.21) (0.03) (0.05)
Non-cash interest on convertible debt and other financing (2) 0.03 0.03 0.05
Impact of debt reimbursement 0.00 (0.14) 0.00
Non-IFRS basic loss per ADS (0.14) (0.15) (0.28)
IFRS diluted loss per ADS 0.01 (0.04) (0.30)
Add back
Non-cash stock-based compensation expense according to IFRS 2 (1) 0.03 0.03 0.02
Non-cash change in the fair value of convertible debt embedded derivative (0.21) (0.03) (0.05)
Non-cash interest on convertible debt and other financing (2) 0.03 0.03 0.05
Impact of debt reimbursement 0.00 (0.14) 0.00
Non-IFRS diluted loss per ADS (0.14) (0.15) (0.28)
(1) Included in the IFRS loss as follows:
Cost of product revenue
Research and development 487 513 209
Sales and marketing 200 206 105
General and administrative 321 359 203
(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,
2020
Net IFRS loss as reported
Add back
Non-cash stock-based compensation expense according to IFRS 2 (1) 3,274 1,813
Non-cash change in the fair value of convertible debt embedded derivative (5,024) 13,240
Non-cash interest on convertible debt and other financing (2) 3,465 4,507
Non-cash impact of deferred tax income (loss) 398
Impact of debt reimbursement (5,177)
Non-cash impact of convertible debt amendment (1,399)
Non-IFRS loss adjusted
IFRS basic loss per ADS as reported (0.34) (1.59)
Add back
Non-cash stock-based compensation expense according to IFRS 2 (1) 0.09 0.07
Non-cash change in the fair value of convertible debt embedded derivative (0.15) 0.49
Non-cash interest on convertible debt and other financing (2) 0.10 0.17
Non-cash impact of deferred tax income (loss) 0.00 0.01
Impact of debt reimbursement (0.14) 0.00
Non-cash impact of convertible debt amendment 0.00 (0.05)
Non-IFRS basic loss per ADS (0.44) (0.91)
IFRS diluted loss per ADS (0.34) (1.59)
Add back
Non-cash stock-based compensation expense according to IFRS 2 (1) 0.09 0.07
Non-cash change in the fair value of convertible debt embedded derivative (0.15) 0.49
Non-cash interest on convertible debt and other financing (2) 0.10 0.17
Non-cash impact of deferred tax income (loss) 0.00 0.01
Impact of debt reimbursement (0.14) 0.00
Non-cash impact of convertible debt amendment 0.00 (0.05)
Non-IFRS basic loss per ADS (0.44) (0.91)
(1) Included in the IFRS loss as follows:
Cost of product revenue
Research and development 1,554 748
Sales and marketing 623 339
General and administrative 1,053 713
(2) Related to the difference between contractual and effective interest rates

All values are in US Dollars.