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6-K

Sequans Communications (SQNS)

6-K 2026-05-05 For: 2026-03-31
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Added on May 05, 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 May 2026

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. 333-203539, 333-211011, 333-214444, 333-215911, 333-219430, 333-226458, 333-233473, 333-239968, 333-259914 and 333-266481) and Form F-3 (File No. 333-271884, 333-288708, 333-288709).

EXPLANATORY NOTE

On May 5, 2026, Sequans Communications S.A. issued a press release announcing its unaudited financial results for the quarter ended March 31, 2026. 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 May 5, 2026

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: May 5, 2026 By: /s/ Deborah Choate
Deborah Choate
Chief Financial Officer

Document

NEWS

Sequans Communications

Preliminary Unaudited First Quarter 2026 Financial Results

PARIS - May 5, 2026 - Sequans Communications S.A. (NYSE: SQNS) (“Sequans” or the “Company”), a leading provider of 5G/4G cellular IoT semiconductor solutions, today announced preliminary unaudited financial results for the first quarter ended March 31, 2026.

First Quarter 2026 Summary Preliminary Unaudited Results Table:

(in US$ millions, except share and per share data) Q1 2026 Q4 2025 (1) Q1 2025
Revenue 6.1 6.9 8.1
Gross profit 2.3 2.9 5.2
Gross margin (%) 37.7 41.4 64.5
Operating income (loss) (50.5) (72.1) (6.8)
Net profit (loss) (54.3) (76.4) (7.3)
Diluted income (loss) per ADS (3.73) (4.93) (0.29)
Non-IFRS diluted income (loss) per ADS (2) (1.42) (1.04) (0.24)
Weighted average number of diluted ADS (IFRS) 14,576,046 15,504,809 25,156,570
Weighted average number of diluted ADS (Non-IFRS) 14,576,046 15,504,809 25,156,570
(1) The financial results for 2025 differ from the preliminary unaudited results disclosed in the Company’s February 10, 2026 earnings press release. The changes primarily relate to the timing and amount of revenue recognized, adjustments related to the accounting for the compound financial instruments issued in July 2025 and related embedded derivative, the classification of digital asset losses between impairment and losses on sale, the accounting for acquired licenses, property plant and equipment, and new leases, and other adjustments attributable to normal year-end closing procedures, audit adjustments, and the completion of management’s review.
(2) See Use of Non-IFRS/non-GAAP Financial Measures disclosure on page 3.

All values are in US Dollars.

“Our IoT semiconductor business continues to demonstrate solid momentum, supported by a growing backlog, a maturing design-win pipeline, increased product revenue and an increasing number of projects transitioning into production,” said Dr. Georges Karam, CEO of Sequans. “We are seeing continued strength across Cat-M, Cat-1bis, along with early engagement in 5G eRedCap, which we believe will play a central role in the next phase of IoT connectivity. We are also seeing encouraging interest in our newly introduced RF Transceivers for drones and defense applications. With improving visibility and a strong foundation across our core product portfolio, we believe Sequans is well positioned to drive sequential growth and move toward cash-flow break-even.”

Dr. Karam added, “At the same time, we have taken decisive steps to simplify and strengthen our balance sheet, enabling us to sharpen our focus on executing our IoT strategy and advancing our 5G roadmap. As the IoT market transitions from 4G to 5G, we believe Sequans is uniquely positioned to leverage its existing customer base and technology leadership to capture this opportunity. We believe Sequans is entering an important phase of execution, with the foundation in place to scale the business and capture the next wave of growth in IoT connectivity.”

First Quarter 2026 Financial Summary:

Revenue: Total revenue was $6.1 million, a decrease of 12.5% compared to the fourth quarter of 2025 and a decrease of 24.8% compared to the first quarter of 2025. Revenue in the first quarter of 2026 was 84% from product sales; product sales increased 45% compared to the first quarter of 2025, while reflecting a seasonal decrease of 15% compared to the fourth quarter of 2025. In the first quarter of 2025, revenue included significant license and services revenue from Qualcomm related to the 2024 sale and license of intellectual property.

Gross margin: Gross margin was 37.7% compared to 41.4% in the fourth quarter of 2025 and 64.5% in the first quarter of 2025, reflecting higher product sales in the revenue mix in the first quarter of 2026 compared with the prior periods, both of which included a significant amount of license and services revenue.

Operating loss: Operating loss was $50.5 million compared to operating loss of $72.1 million in the fourth quarter of 2025 and $6.8 million in the first quarter of 2025. The operating loss in the first quarter of 2026 and in fourth quarter of 2025 included unrealized losses on impairment of the value of our Bitcoin investment of $29.3 million and $56.3 million, respectively, and realized net losses of $11.7 million and $6.1 million, respectively, on the sales of Bitcoin primarily to finance the redemption of convertible debt and the Company's ADS buyback program.

Sequans reports preliminary unaudited first quarter 2026 financial results

Page 2

Net loss: Net loss was $54.3 million, or ($3.73) per diluted ADS, compared to net loss of $76.4 million, or ($4.93) per diluted ADS, in the fourth quarter of 2025 and net loss of $7.3 million, or ($0.29) per diluted ADS, in the first quarter of 2025. Net loss in the first quarter of 2026 and in the fourth quarter of 2025 included non-cash gains on the change in value of the embedded derivative related to compound financial instruments issued in July 2025 for $9.9 million and $30.8 million, respectively, nearly off-set by non-cash losses of $9.9 million and $29.3 million, respectively, on the early extinguishment of debt, and included net interest expense of $3.9 million and $5.3 million, respectively, that was primarily non-cash and related to the IFRS accounting for the convertible debt issued in July 2025.

Non-IFRS loss: Excluding non-cash impairment of digital assets, non-cash stock-based compensation, the non-cash impact of the fair-value, non-cash loss on early extinguishment of debt, and effective interest adjustments related to the convertible debt and associated embedded derivatives and other financings, non-IFRS net loss was $20.7 million, or ($1.42) per diluted ADS, in the first quarter of 2026 compared to non-IFRS net loss of $16.2 million, or ($1.04) per diluted ADS in the fourth quarter of 2025, and non-IFRS net loss of $6.1 million, or ($0.24) per diluted ADS, in the first quarter of 2025.

Cash: Cash and cash equivalents at March 31, 2026 totaled $10.6 million compared with $13.4 million at December 30, 2025.

Digital assets: At March 31, 2026, the Company held 1,514 Bitcoin with a market value of $103.2 million, of which 1,217 Bitcoin ($82.9 million) was pledged as security for the remaining $66.2 million of convertible debt issued in July 2025. As of April 30, 2026, the Company held 1,114 Bitcoin with a market value of $84.9 million, of which 817 Bitcoin ($62.3 million) was pledged as security for the remaining $35.9 million of convertible debt. The remaining debt is scheduled to be redeemed by June 1, 2026, at which time all remaining Bitcoin will be unrestricted and available for sale.

Conference Call Details

Date: Tuesday, May 5, 2026

Time: 8:00 a.m. ET / 14:00 CET

The live webcast will be available on the Sequans Investor Relations website at https://sequans.com/investor-relations/investor-materials/.

To participate via telephone, please register in advance using this link: https://register-conf.media-server.com/register/BIc0264ac506fc4ae09bd78844e6d8f586. Upon registration, participants will receive a confirmation email detailing how to join the conference call, including the dial-in number and a unique registrant ID.

Those who wish to join the live webcast can access it here: https://edge.media-server.com/mmc/p/tf9babvo/

The company suggests participants for both the conference call and those listening via the web dial in or sign on at least 15 minutes in advance of the call.

For those unable to participate in the live event, a replay will be available on the company's website after 9:00 a.m. ET.

Forward Looking Statements

This press release contains certain statements that are, or may be deemed to be, forward-looking statements with respect to financial condition, results of operations and business of Sequans, bitcoin treasury and business strategy for 2026 and beyond, financing requirements, and business strategy for 2026 and beyond. These forward-looking statements include, but are not limited to, statements that are not historical fact. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. Forward-looking statements also often use words such as “anticipate,” “committed to”, “target,” “continue,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “goal,” “believe,” “hope,” “aims,” “continue,” “could,” “project,” “should,” “will” or other words of similar meaning. These statements are based on assumptions and assessments made by Sequans in light of its experience and perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct, and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement.

Forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Such risks and uncertainties include, but are not limited to, our planned exit fom our Bitcoin treasury

Sequans reports preliminary unaudited first quarter 2026 financial results

Page 3

strategy and potential adverse reactions or changes to business relationships resulting from the implementation of the Bitcoin treasury initiative and fluctuations on the value of Bitcoin and the implications of a decline in the value of Bitcoin on our collateral requirements. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business and competitive environments, market and regulatory forces, including tariffs and trade wars, our ability to convert our product pipeline and design wins into revenue, and a decline in the value of Bitcoin. If any one or more of these risks or uncertainties materialize or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors. A more complete description of these and other material risks can be found in Sequans’ filings with the SEC, including its annual report on Form 20-F for the year ended December 31, 2024, “Risk Related to Our Bitcoin Strategy and Holdings” filed on Form 6-K on July 17, 2025 and other documents that may be filed from time to time with the SEC, including the annual report for the year ended December 31, 2025 expected to be filed by May 15, 2026. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this announcement. Sequans undertakes no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by applicable law. We have not filed our Form 20-F for the year ended December 31, 2025. As a result, all 2025 financial results described in this earnings release should be considered preliminary, and are subject to change to reflect any necessary adjustments or changes in accounting estimates that are identified prior to the time we file our Form 20-F.

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 impairment of digital assets, non-cash stock-based compensation and the non-cash impacts of convertible debt extensions, and effective interest adjustments related to the convertible debt with embedded derivatives 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 fabless semiconductor company specializing in wireless 4G/5G cellular technology for the Internet of Things (IoT). Sequans’ engineers design and develop innovative, secure, and scalable technologies that power the next generation of AI-connected applications – including secured payment, smart mobility and logistics, smart cities, industrial, e-health, and smart homes. Sequans offers a comprehensive portfolio of 4G/5G solutions, including LTE-M/NB-IoT, 4G LTE Cat 1bis, and 5G NR RedCap and eRedCap platforms, all purpose-built for IoT and delivering breakthroughs in wireless connectivity, power efficiency, security, and performance. The company also provides advanced design services and technology licensing.

Founded in 2003, Sequans is headquartered in France and operates globally, with offices in the United States, United Kingdom, Switzerland, Israel, Finland, Taiwan, and China.

Visit Sequans at sequans.com and follow us on LinkedIn and X.

Sequans investor relations: David Hanover/Rob Kelly, KCSA Strategic Communications (USA), +1 212.682.6300, [email protected]

Sequans media relations: Linda Bouvet (France), +33 170721600 [email protected]

Condensed financial tables follow

Sequans reports preliminary unaudited first quarter 2026 financial results

Page 4

SEQUANS COMMUNICATIONS S.A.

PRELIMINARY UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three months ended
(in thousands of US, except share and per share amounts) March 31, 2026. Dec 31, 2025 (1) March 31, 2025 (1)
Revenue 6,054 6,915 8,054
Cost of revenue (3,771) (4,049) (2,863)
Gross profit 2,283 2,866 5,191
Other operating Income (expenses) (320)
Research and development expense (7,368) (7,720) (7,223)
Sales and marketing expense (2,023) (1,902) (2,355)
General and administrative expense (2,375) (2,688) (2,451)
Digital asset Impairment losses (29,334) (56,283)
Digital asset losses on sales, net (11,683) (6,102)
Total operating income (expenses) (52,783) (75,015) (12,029)
Operating profit (loss) (50,500) (72,149) (6,838)
Financial income (expense):
(3,895) (5,168) 368
9,942 30,804
(9,866) (29,348)
153 (347) (517)
Profit (Loss) before income taxes (54,166) (76,208) (6,987)
Income tax expense (146) (219) (281)
Profit (Loss)
Attributable to:
(54,312) (76,427) (7,268)
Basic income (loss) per ADS (3.73) (4.93) (0.29)
Diluted income (loss) per ADS (3.73) (4.93) (0.29)
Weighted average number of ADS used for computing:
— Basic 14,576,046 15,504,809 25,156,570
— Diluted 14,576,046 15,504,809 25,156,570
(1) The financial results for 2025 differ from the preliminary unaudited results disclosed in the Company’s February 10, 2026 and May 6, 2025 earnings press releases. The changes primarily relate to the timing and amount of revenue recognized, adjustments related to the accounting for the compound financial instruments issued in July 2025 and related embedded derivative, the classification of digital asset losses between impairment and losses on sale, the accounting for acquired licenses, property plant and equipment, and new leases, finalization of purchase accounting and other adjustments attributable to normal year-end closing procedures, audit adjustments, and the completion of management’s review.

All values are in US Dollars.

Sequans reports preliminary unaudited first quarter 2026 financial results

Page 5

SEQUANS COMMUNICATIONS S.A.

PRELIMINARY UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

At March 31, At Dec 31,
(in thousands of US) 2026 2025 (1)
ASSETS
$ 4,322 $ 4,299
7,862 8,522
3,676 3,676
82,917 141,505
20,238 45,686
750 2,161
2,110 2,213
400 409
122,275 208,471
4,025 3,933
3,778 3,278
107 98
2,773 2,564
9,261 5,953
5,246 5,898
10,628 13,386
35,818 35,110
Total assets $ 158,093 $ 243,581
EQUITY AND LIABILITIES
$ 17,831 $ 18,718
177,196 185,598
77,991 77,515
(933) (9,363)
(199,386) (145,074)
83 284
72,782 127,678
1,886 3,297
1,238 1,225
1,272 1,360
2,194 2,112
127 129
3,153 3,157
9,870 11,280
7,467 10,081
42,265 56,422
170 10,800
241 601
482 979
4,301 4,308
7,636 7,224
3,057 3,124
9,822 11,084
75,441 104,623
Total equity and liabilities $ 158,093 $ 243,581

All values are in US Dollars.

Sequans reports preliminary unaudited first quarter 2026 financial results

Page 6

SEQUANS COMMUNICATIONS S.A.

PRELIMINARY UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

Three months ended March 31,
(in thousands of US) 2026 2025 (1)
Operating activities
$ (54,166) (6,987)
Depreciation and impairment of property, plant and equipment 597 900
Amortization and impairment of intangible assets 782 765
Impairment of digital assets 29,334
Share-based payment expense 476 1,014
Decrease in provision (77) (32)
Interest expense, net 3,895 (368)
Change in the fair value of convertible debt embedded derivative (9,942)
Loss (gain) on debt extinguishment, net of non-cash transaction costs 9,866
Foreign exchange loss (gain) (39) (195)
Loss (gain) on disposal of intangible and tangible assets 12
Loss on digital assets 11,683
Decrease in trade receivables and other receivables (2,858) 1,240
Decrease (increase) in inventories (36) (103)
Increase in research tax credit receivable 660 (355)
Increase (decrease) in trade payables and other liabilities (3,291) (281)
Increase (Decrease) in contract liabilities 175 (3,868)
Increase in government grant advances (1,248) (881)
(474) (245)
Net cash flow used in operating activities (14,663) (9,384)
Investing activities
(1,199) (461)
43,017
(1,080)
99 (40)
19,000
38 552
Net cash flow from (used in) investing activities 41,955 17,971
Financing activities
73
(3,742)
(933)
(342) (348)
(28,254)
(369) (326)
(420)
(40) (370)
(185) (528)
Net cash flows from (used in) financing activities (30,050) (5,734)
(2,758) 2,853
2
13,386 9,093
Cash and cash equivalents at end of the period 10,628 11,948

All values are in US Dollars.

Sequans reports preliminary unaudited first quarter 2026 financial results

Page 7

SEQUANS COMMUNICATIONS S.A.

PRELIMINARY UNAUDITED RECONCILIATION OF NON-IFRS FINANCIAL RESULTS

(in thousands of US, except share and per share amounts) Three months ended
Dec 31, 2025 (3) March 31, <br>2025
IFRS profit (loss) as reported
Add back
Non-cash stock-based compensation expense according to IFRS 2 (1) 476 356 1,014
Non-cash impairment of digital assets 29,334 56,283
Non-cash change in the fair value of embedded derivatives (9,942) (30,804)
Non-cash interest on convertible debt and other financing (2) 3,872 5,075 111
Non-cash impact on gain (loss) on debt extinguishment 9,866 29,348
Non-IFRS profit (loss) adjusted
IFRS basic profit (loss) per ADS as reported (3.73) (4.93) (0.29)
Add back
Non-cash stock-based compensation expense according to IFRS 2 (1) 0.03 0.02 0.04
Non-cash impairment of digital assets 2.01 3.63 0.00
Non-cash change in the fair value of embedded derivatives (0.68) (1.99) 0.00
Non-cash interest on convertible debt and other financing (2) 0.27 0.33 0.01
Non-cash impact on gain (loss) on debt extinguishment 0.68 1.90 0.00
Non-IFRS basic profit (loss) per ADS (1.42) (1.04) (0.24)
IFRS diluted profit (loss) per ADS (3.73) (4.93) (0.29)
Add back
Non-cash stock-based compensation expense according to IFRS 2 (1) 0.03 0.02 0.04
Non-cash impairment of digital assets 2.01 3.63 0.00
Non-cash change in the fair value of embedded derivatives (0.68) (1.99) 0.00
Non-cash interest on convertible debt and other financing (2) 0.27 0.33 0.01
Non-cash impact on gain (loss) on debt extinguishment 0.68 1.90 0.00
Non-IFRS diluted profit (loss) per ADS (1.42) (1.04) (0.24)
(1) Included in the IFRS profit (loss) as follows:
Cost of product revenue
Research and development 156 209 205
Sales and marketing 70 (93) 223
General and administrative 248 261 570
(2) Related to the difference between contractual and effective interest rates
(3) The financial results for 2025 differ from the preliminary unaudited results disclosed in the Company’s February 10, 2026 and May 6, 2025 earnings press releases. The changes primarily relate to the timing and amount of revenue recognized, adjustments related to the accounting for the compound financial instruments issued in July 2025 and related embedded derivative, the classification of digital asset losses between impairment and losses on sale, the accounting for acquired licenses, property plant and equipment, and new leases, finalization of purchase accounting and other adjustments attributable to normal year-end closing procedures, audit adjustments, and the completion of management’s review.

All values are in US Dollars.