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 August 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 “Q3 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 and 333-259914) and Form F-3 (File Nos. 333-250122 and 333-255865).

EXPLANATORY NOTE

On August 2, 2022, Sequans Communications S.A. issued a press release announcing its financial results for the second quarter ended June 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 August 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: August 2, 2022	By:	/s/ Deborah Choate
		Deborah Choate
		Chief Financial Officer

Document

NEWS

Sequans Communications Announces

Second Quarter 2022 Financial Results

PARIS - August 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 second quarter ended June 30, 2022.

Second Quarter 2022 Summary Results Table:

(in US$ millions, except share and per share data)	Q2 2022	Q1 2022	Q2 2021
Revenue	14.2	13.9	12.9
Gross profit	8.6	9.5	7.3
Gross margin (%)	60.7	68.1	56.6
Operating loss	(2.1)	(2.0)	(3.4)
Net Profit (Loss)	(3.2)	2.0	(1.3)
Diluted earnings (loss) per ADS	(0.07)	0.04	(0.04)
Non-IFRS diluted earnings per ADS *	(0.02)	(0.04)	(0.15)
Weighted average number of diluted ADS	47,656,861	46,013,404	37,118,845
* See Use of Non-IFRS/non-GAAP Financial Measures disclosure on page 3. IFRS Net Profit (Loss) includes significant non-cash interest expense and change in value of embedded derivative that are excluded from Non-IFRS measures

All values are in US Dollars.

“Our second quarter growth was boosted by our Monarch Cat-M product family, which grew 13% sequentially and 122% year-over-year, continuing its first-quarter strong performance,” said Georges Karam, CEO of Sequans. “Revenue for the quarter increased 11% year-over-year, with Massive IoT growing 12% and the Broadband category growing 9%, due to services revenue. Broadband revenue decreased sequentially due to the expected decline of licensing revenue generated by our existing 5G agreements, which was fully offset by the growth in our Massive IoT business. Our product revenue pipeline continues to build with more design wins, and we are moving them towards mass production, although the shutdowns in China have delayed a few product launches. While most of the design wins are with the Monarch family, our main growth driver, we are seeing increasing interest in our new Cat 1 Calliope 2 platform that we expect to drive additional growth in 2023.”

Mr. Karam continued, “I am pleased to announce that we finalized all the terms of a licensing agreement with a new 5G strategic partner that is expected to fully fund the development of our 5G platform. Execution of the deal should be concluded shortly subject to some final logistical steps.”

Q3 2022 Outlook

Management plans to update the outlook once the strategic 5G agreement is closed.

Second Quarter 2022 Highlights:

Revenue: Revenue was $14.2 million, an increase of 2.4% compared to the first quarter of 2022 and an increase of 10.6% compared to the second quarter of 2021. The increase from the first quarter was primarily due to increased Massive IoT revenues that offset the decline in Broadband service revenue.

Gross margin: Gross margin was 60.7% compared to 68.1% in the first quarter of 2022 and compared to 56.6% in the second quarter of 2021 due to the higher proportion of product sales versus license and service revenue in the revenue mix.

Operating loss: Operating loss was $2.1 million flat compared to the first quarter of 2022 and $3.4 million in the second quarter of 2021.

Net profit / loss: Net loss was $3.2 million, or ($0.07) per diluted ADS, compared to net profit of $2.0 million, or $0.04 per ADS, in the first quarter of 2022 and a net loss of $1.3 million, or ($0.04) per ADS, in the second quarter of 2021. Net loss in the second quarter of 2022 includes a $0.7 million gain on the change in fair value of the convertible debt derivative compared to a $6.4 million gain in the first quarter of 2022 and a $1.4 million gain in the second quarter of 2021.

Sequans reports second quarter 2022 financial results

Page 2

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, non-IFRS net loss was $1.2 million, or ($0.02) per ADS, compared to $1.8 million, or ($0.04) per ADS in the first quarter of 2022, and $5.6 million, or ($0.15) per ADS, in the second quarter of 2021. The non-IFRS net loss includes foreign exchange gains of $1.2 million, or $0.02 per ADS, in the second quarter of 2022, $370,000, or less $0.01 per ADS, in the first quarter of 2022 and a loss of $1.0 million, or ($0.03) per ADS, in the second quarter of 2021.

Cash: Cash and cash equivalents and short-term deposits at June 30, 2022 totaled $16.8 million compared to $26.3 million at March 31, 2022. The amount at June 30, 2022 excludes grant funding of $3.0 million received July 1, 2022.

Conference Call and Webcast

Sequans plans to conduct a teleconference and live webcast to discuss the financial results for the second quarter of 2022 today, August 2, 2022 at 8:00 a.m. ET /14:00 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: 13730885. 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 August 16, 2022 by dialing toll free 844-512-2921 or +1 412-317-6671 from outside the U.S., using the following access code:13730855.

Forward Looking Statements

This press release contains projections and other forward-looking statements regarding future events, including the expected execution of a new strategic agreement, 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, including ability to enter into and close a new 5G strategic agreement on presently negotiated terms and the expectation that the potential agreement will fully fund the development of our first 5G platform, 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, 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 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 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.

Sequans reports second quarter 2022 financial results

Page 3

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 2022 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)	June 30, 2022	March 31, 2022	June 30, 2021
Revenue :
	6,547	7,966	5,464
Total revenue	14,221	13,891	12,857
Cost of revenue	5,592	4,436	5,582
Gross profit	8,629	9,455	7,275
Operating expenses :
	5,875	6,414	5,848
	2,499	2,521	2,297
	2,351	2,492	2,507
Total operating expenses	10,725	11,427	10,652
Operating loss	(2,096)	(1,972)	(3,377)
Financial income (expense):
	(2,858)	(2,672)	(3,411)
	663	6,397	1,408
	—	—	5,177
	1,218	370	(964)
Profit (Loss) before income taxes	(3,073)	2,123	(1,167)
Income tax expense	120	104	150
Profit (Loss)
Attributable to :
	(3,193)	2,019	(1,317)
	—	—	—
Basic loss per ADS	(0.07)	0.05	(0.04)
Diluted loss per ADS	(0.07)	0.04	(0.04)
Weighted average number of ADS used for computing:
— Basic	47,656,861	41,142,823	37,118,845
— Diluted	47,656,861	46,013,404	37,118,845

All values are in US Dollars.

Sequans reports second quarter 2022 financial results

Page 5

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)	2022	2021
Revenue :
	14,513	9,237
Total revenue	28,112	25,178
Cost of revenue	10,028	11,725
Gross profit	18,084	13,453
Operating expenses :
	12,289	13,102
	5,020	4,591
	4,843	4,967
Total operating expenses	22,152	22,660
Operating loss	(4,068)	(9,207)
Financial income (expense):
	(5,530)	(6,122)
	7,060	(2,682)
	—	5,177
	1,588	394
Profit (Loss) before income taxes	(950)	(12,440)
Income tax expense	224	297
Profit (Loss)
Attributable to :
	(1,174)	(12,737)
	—	—
Basic loss per ADS	(0.03)	(0.35)
Diluted loss per ADS	(0.03)	(0.35)
Weighted average number of ADS used for computing:
— Basic	44,388,055	35,894,642
— Diluted	44,388,055	35,894,642

All values are in US Dollars.

Sequans reports second quarter 2022 financial results

Page 6

SEQUANS COMMUNICATIONS S.A.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

	At June 30,		At Dec 31,
(in thousands of US)	2022		2021
ASSETS
	$	9,797	$	8,010
	45,664		37,984
	660		2,311
	327		357
	56,448		48,662
	6,978		6,433
	8,820		13,622
	595		789
	2,119		2,108
	8,060		7,252
	7,808		5,863
	7,000		—
	9,753		4,835
	51,133		40,902
Total assets	$	107,581	$	89,564
EQUITY AND LIABILITIES
	$	2,283	$	3,687
	2,485		298,389
	59,733		57,198
	(57,265)		(383,554)
	(464)		(26)
	6,772		(24,306)
	6,201		9,354
	40,097		36,373
	3,020		10,081
	2,729		3,373
	3,161		964
	2,127		2,137
	124		138
	1,859		2,706
	59,318		65,126
	11,490		13,916
	12,061		9,518
	1,291		1,247
	5,210		6,206
	3,014		8,677
	8,425		9,180
	41,491		48,744
Total equity and liabilities	$	107,581	$	89,564

All values are in US Dollars.

Sequans reports second quarter 2022 financial results

Page 7

SEQUANS COMMUNICATIONS S.A.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

		Six months ended June 30,
(in thousands of US)		2022		2021
Operating activities
		$	(950)	$	(12,440)
	Depreciation and impairment of property, plant and equipment	1,805		1,963
	Amortization and impairment of intangible assets	3,464		3,721
	Share-based payment expense	2,535		2,252
	Increase in provisions	207		253
	Interest expense, net	5,530		6,122
	Change in the fair value of convertible debt embedded derivative	(7,061)		2,682
	Impact of debt reimbursement	—		(5,177)
	Foreign exchange loss (gain)	(363)		(441)
	Loss (Gain) on disposal of property, plant and equipment	—		7
	Decrease (Increase) in trade receivables and other receivables	5,218		7,432
	Decrease (increase) in inventories	(545)		1,019
	Increase in research tax credit receivable	(853)		(635)
	Increase (Decrease) in trade payables and other liabilities	(4,803)		6,891
	Decrease in contract liabilities	(7,247)		(7,437)
	Increase (Decrease) in government grant advances	(4,143)		561
		(487)		(270)
Net cash flow provided by (used in) operating activities		(7,693)		6,503
Investing activities
		(4,761)		(6,242)
		(7,935)		(9,535)
		1,681		(2,814)
		(7,000)		(15,600)
		12		24
Net cash flow provided by (used in) investments activities		(18,003)		(34,167)
Financing activities
		—		96
		30,155		9,894
		2,611		(3,341)
		—		39,647
		(602)		(550)
		—		(8,750)
		(216)		(240)
		—		(8,042)
		(630)		(363)
		(708)		(4,480)
Net cash flows from (used in) financing activities		30,610		23,871
		4,914		(3,793)
		4		2
		4,835		7,574
Cash and cash equivalents at end of the period		9,753		3,783

All values are in US Dollars.

Sequans reports second quarter 2022 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
			March 31, 2022		June 30, <br>2021
Net IFRS loss as reported
Add back
	Non-cash stock-based compensation expense according to IFRS 2 (1)			1,239		1,315	1,092
	Non-cash change in the fair value of convertible debt embedded derivative			(663)		(6,397)	(1,408)
	Non-cash interest on convertible debt and other financing (2)			1,452		1,218	1,187
	Impact of debt reimbursement			—		—	(5,177)
Non-IFRS loss adjusted
IFRS basic loss per ADS as reported				(0.07)		0.05	(0.04)
Add back
	Non-cash stock-based compensation expense according to IFRS 2 (1)			0.03		0.03	0.03
	Non-cash change in the fair value of convertible debt embedded derivative			(0.01)		(0.15)	(0.03)
	Non-cash interest on convertible debt and other financing (2)			0.03		0.03	0.03
	Impact of debt reimbursement			0.00		0.00	(0.14)
Non-IFRS basic loss per ADS				(0.02)		(0.04)	(0.15)
IFRS diluted loss per ADS				(0.07)		0.04	(0.04)
Add back
	Non-cash stock-based compensation expense according to IFRS 2 (1)			0.03		0.03	0.03
	Non-cash change in the fair value of convertible debt embedded derivative			(0.01)		(0.14)	(0.03)
	Non-cash interest on convertible debt and other financing (2)			0.03		0.03	0.03
	Impact of debt reimbursement			0.00		0.00	(0.14)
Non-IFRS diluted loss per ADS				(0.02)		(0.04)	(0.15)
	(1) Included in the IFRS loss as follows:
		Cost of product revenue
		Research and development		424		470	513
		Sales and marketing		278		290	206
		General and administrative		506		526	359
	(2) Related to the difference between contractual and effective interest rates

All values are in US Dollars.

Sequans reports second quarter 2022 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)				Six months ended June 30,
			2021
Net IFRS loss as reported
Add back
	Non-cash stock-based compensation expense according to IFRS 2 (1)			2,554	2,252
	Non-cash change in the fair value of convertible debt embedded derivative			(7,060)	2,682
	Non-cash interest on convertible debt and other financing (2)			2,670	2,272
	Non-cash impact of deferred tax income (loss)			—	—
	Impact of debt reimbursement			—	(5,177)
	Non-cash impact of convertible debt amendment			—	—
Non-IFRS loss adjusted
IFRS basic loss per ADS as reported				(0.03)	(0.35)
Add back
	Non-cash stock-based compensation expense according to IFRS 2 (1)			0.06	0.06
	Non-cash change in the fair value of convertible debt embedded derivative			(0.16)	0.07
	Non-cash interest on convertible debt and other financing (2)			0.06	0.06
	Non-cash impact of deferred tax income (loss)			0.00	0.00
	Impact of debt reimbursement			0.00	(0.14)
	Non-cash impact of convertible debt amendment			0.00	0.00
Non-IFRS basic loss per ADS				(0.07)	(0.30)
IFRS diluted loss per ADS				(0.03)	(0.35)
Add back
	Non-cash stock-based compensation expense according to IFRS 2 (1)			0.06	0.06
	Non-cash change in the fair value of convertible debt embedded derivative			(0.16)	0.07
	Non-cash interest on convertible debt and other financing (2)			0.06	0.06
	Non-cash impact of deferred tax income (loss)			0.00	0.00
	Impact of debt reimbursement			0.00	(0.14)
	Non-cash impact of convertible debt amendment			0.00	0.00
Non-IFRS basic loss per ADS				(0.07)	(0.30)
	(1) Included in the IFRS loss as follows:
		Cost of product revenue
		Research and development		894	1,067
		Sales and marketing		568	423
		General and administrative		1,032	732
	(2) Related to the difference between contractual and effective interest rates

All values are in US Dollars.