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 December 2020

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. 333-177919, 333-180487, 333-187611, 333-194903, 333-203539, 333-211011, 333-214444, 333-215911, 333-219430, 333-233473, 333-226458, 333-233473 and 333-239968) and Form F-3 (File No. 333-250122).

Exercise of Over-Allotment Option for 379,494 ADSs

On December 9, 2020, B. Riley Securities, Inc., as underwriter, exercised an over-allotment option (the “Option”) in full to purchase 379,494 additional American Depositary Shares (“ADSs”) from Sequans Communications S.A. (the “Company”) at a price of $5.17 per ADS for approximate net proceeds, before offering expenses, to the Company of $1,96 million under the Option. The Option closed on December 14, 2020.

For more information regarding the offering, please refer to the Company’s Current Report on Form 6-K furnished on December 10, 2020.

A copy of the legal opinion and consent of Orrick, Herrington & Sutcliffe (Europe) LLP relating to the ordinary shares represented by the ADSs is attached hereto as Exhibit 5.1.

EXHIBIT INDEX

The following exhibit is filed as part of this Form 6-K:

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.

Document

Exhibit 5.1

Orrick, Herrington & Sutcliffe (Europe) LLP

31, avenue Pierre 1er de Serbie 75782 Paris Cedex 16 France

Siren : 808 676 316

T +33 1 53 53 75 00

F +33 1 53 53 75 01

orrick.com

December 14, 2020

Sequans Communications S.A.

15-55 boulevard Charles de Gaulle

92700 Colombes, France

Ladies and Gentlemen,

We have acted as counsel to Sequans Communications S.A., a société anonyme incorporated in the French Republic (the “Company”), in connection with the issuance of 379,494 American Depositary Shares (“ADSs”) each representing four ordinary shares (the “Shares”) of the Company, as described in the prospectus dated November 24, 2020 (the “Prospectus”) which is part of the Company’s registration statement on Form F-3 (File No. 333‑250122) filed by the Company on November 16, 2020 with the Securities and Exchange Commission (the “Commission”) (the “Registration Statement”) and its prospectus supplement dated December 7, 2020 (the “Prospectus Supplement”), under the Securities Act of 1933, as amended (the “Securities Act”).

We have examined instruments, documents, and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed and have relied on a certificate of an officer of the Company as to factual statements contained in such instruments, documents and records. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures and (b) the conformity to the originals of all documents submitted to us as copies.

Based upon the foregoing examination and in reliance thereon, and subject to the assumptions stated, we are of the opinion that (1) the Company is duly incorporated and

validly existing as a separate legal entity subject to suit in its own name, in the form of a société anonyme, (2) the Shares are duly authorized, and (3) the Shares represented by ADSs being sold by the Company pursuant to the Registration Statement, when issued upon receipt of the corresponding subscription price to be paid for their subscription and the certificat du dépositaire (depositary certificate) required by Article L. 225-146 of the French Commercial Code, will be validly issued, fully paid up and non-assessable and may be freely traded (librement négociables).

The opinion expressed above is limited to the laws of the French Republic and we do not express any opinion as to the effect of any other laws.

We consent to the filing of this opinion as an exhibit to the Report on Form 6-K and its incorporation by reference into the Registration Statement and to the use of and references to our name under the captions “Legal Matters” in the Prospectus and the Prospectus Supplement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission promulgated thereunder, nor do we thereby admit that we are “experts” within the meaning of such term as used in the Securities Act with respect to any part of the Registration Statement, including this opinion letter as an exhibit or otherwise.