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 June 2024

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

Sequans Communications S.A. (the “Company”) announces that at the combined ordinary and extraordinary meeting of shareholders held on June 28, 2024, the Company’s shareholders approved all of the proposals brought before the meeting, as described in the following Agenda, with the exception of the 16th proposal to approve a capital increase reserved for employees. The results are in line with the recommendations that were made by the Board of Directors.

American Depositary Shares representing 83,365,004 ordinary shares of the Company, and 146,546 ordinary shares, together representing 88,511,550 ordinary shares in total (35.7% of the ordinary shares outstanding as of the record date), were voted at the meeting.

_________________________________________________________________________

Sequans Communications S.A.

Resolutions – Combined Ordinary and Extraordinary Meeting of Shareholders

Ordinary Matters

1.Approval of the statutory financial statements for the year ended December 31, 2023

For: 85,241,590

Against: 936,096

Abstain/no vote:     2,333,864

2.Approval of the consolidated accounts for the year ended December 31, 2023

For: 85,239,078

Against: 936,096

Abstain/no vote:      2,336,376

3.Appropriation of net loss for the year ended December 31, 2023

For:      84,840,014

Against:      1,144,800

Abstain/no vote:     2,526,736

4.Agreements with related parties

For:      84,624,230

Against:     1,498,132

Abstain/no vote:     2,389,188

5.Approval of the compensation plan for non-executive directors

For:      83,897,402

Against:      2,303,132

Abstain/no vote:      2,311,016

6.Renewal of Mr. Georges Karam as director

For:      84,072,090

Against:      1,992,540

Abstain/no vote:      2,446,920

7.Renewal of Mr. Wes Cummins as director

For:      80,946,046

Against:     5,250,376

Abstain/no vote:      2,315,128

8.Appointment of Mr. Zvi Slonimsky as director

For: 67,114,502

Against:      6,049,888

Abstain/no vote:     15,347,160

Extraordinary Matters

9.Acknowledgment of net equity less than half of the company's nominal capital and decision to continue operations

For: 85,133,158

Against:      1,048,016

Abstain/no vote:      2,330,376

10.Issuance of stock subscription warrants to subscribe up to 2,520,000 ordinary shares (representing, to date, 630,000 ADS); establishing the conditions for exercising the stock warrants and adoption of an issuance agreement; revocation of shareholders’ preemptive subscription rights in favor of Ms. Maria Marced Martin and Messrs. Wesley Cummins, Yves Maitre, Richard Nottenburg, Hubert de Pesquidoux, Dominique Pitteloud, and Zvi Slonimsky; powers to be granted to the Board of Directors

For: 80,443,382

Against:      5,191,884

Abstain/no vote:     2,876,284

11.Authorization granted to the Board of Directors to grant stock subscription options to employees and management of the Company and of its subsidiaries, and revocation of shareholders’ preemptive subscription rights in favor of the beneficiaries of such options; conditions attached to such authorization; powers to be granted to the Board of Directors

For: 67,061,322

Against:      19,035,112

Abstain/no vote:      2,415,116

12.Authority delegated to the Board of Directors to issue stock subscription warrants reserved to a specific class of persons and revocation of shareholders’ preemptive subscription rights in favor of such class

For:      80,224,262

Against:      5,455,144

Abstain/no vote:     2,832,144

13.Authorization granted to the Board of Directors to issue restricted free shares to employees and management of the Company and of its subsidiaries, and revocation of shareholders’ preemptive subscription rights in favor of the holders of such restricted free shares; conditions attached to such authorization; powers to be granted to the Board of Directors

For: 66,771,266

Against:      18,902,584

Abstain/no vote:      2,837,700

14.Setting an overall ceiling of 12,000,000 ordinary shares (representing, to date, 3,000,000 ADS) for issues of stock subscription options, stock subscription warrants and restricted free shares granted pursuant to resolutions 12, 13 and 14 of this general shareholders’ meeting

For: 84,514,942

Against:      1,623,912

Abstain/no vote:      2,372,696

15.Authority delegated to the Board of Directors to carry out a capital increase representing up to a maximum nominal amount of €1,000,000 by issuing shares and/or securities that confer rights to the Company’s equity and/or to securities that confer the right to an allotment of debt securities, reserved to specific classes of persons and revocation of preemptive subscription rights in favor of such classes, and to amend the terms of any debt securities issued under this or prior delegations authorized by the shareholders

For:      80,915,786

Against:      5,018,728

Abstain/no vote:     2,577,036

16.Authority delegated to the Board of Directors to decide to increase the share capital by issuing shares reserved for employees and revocation of preemptive subscription rights in favor of such employees

For:      5,451,696

Against:      79,907,570

Abstain/no vote:      3,152,284

17.Delegation of powers to the Board of Directors to proceed to a reduction of the share capital by way of incorporation of losses into capital, with terms and timing to be decided by the Board of Directors

For: 80,571,642

Against:      5,190,556

Abstain/no vote:      2,749,352

18.Delegation of authority to the Board of Directors to proceed to a reduction of the share capital by buying back shares in view of their cancellation, with terms and timing to be decided by the Board of Directors.

For: 84,525,314

Against:      1,308,164

Abstain/no vote:      2,678,072

19.Powers and formalities

For: 84,130,626

Against:      1,479,120

Abstain/no vote:    2,901,804

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: June 28, 2024	By:	/s/ Deborah Choate
		Deborah Choate
		Chief Financial Officer