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 2025

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).




EXPLANATORY NOTE


On May 6, 2025, Sequans Communications S.A. issued a press release announcing its preliminary financial results for the quarter ended March 31, 2025. 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:
ExhibitDescription
99.1Press release dated May 6, 2025




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.
(Registrant)
 
 
Date: May 6, 2025By:   /s/ Deborah Choate 
  Deborah Choate  
  Chief Financial Officer 
 
 




sequanslogo071318colorwebaa.jpg

NEWS






Sequans Communications
Preliminary First Quarter 2025 Financial Results


PARIS - May 6, 2025 - Sequans Communications S.A. (NYSE: SQNS) (“Sequans” or the “Company”), a leading developer and provider of 5G/4G semiconductors and IoT modules, today announced preliminary financial results for the first quarter ended March 31, 2025.


First Quarter 2025 Summary Preliminary Results Table:
(in US$ millions, except share and per share data)
Q1 2025 (1)
Q4 2024 (2)
Q1 2024 (3)
Revenue$8.1 $11.0 $6.0 
Gross profit$5.2 $7.4 $3.9 
Gross margin (%)64.5 %67.4 %63.9 %
Operating income (loss)($6.8)($5.6)($8.5)
Net profit (loss)($7.3)($2.4)($11.8)
Diluted income (loss) per ADS ($0.29)($0.10)($0.48)
Non-IFRS diluted income (loss) per ADS (4)
($0.24)($0.07)($0.36)
Weighted average number of diluted ADS (IFRS)25,156,570 25,008,543 24,645,504 
Weighted average number of diluted ADS (Non-IFRS)25,156,570 25,008,543 24,645,504 
(1) Final results are subject to finalization of the allocation of the ACP acquisition purchase price
(2) The final results presented here differ from the preliminary results published on February 11, 2025 due to the finalization of the accounting for the Qualcomm transaction and other adjustments.
(3) Reflects the change in ADS to ordinary share ratio effective October 9, 2024
(4) See Use of Non-IFRS/non-GAAP Financial Measures disclosure on page 3. IFRS Net Loss in Q1 2024 includes significant non-cash interest expense, debt amendment and change in value of embedded derivative that are excluded from Non-IFRS measures

“We are pleased to report solid progress in the first quarter of 2025, with revenue reaching $8.1 million just above the high end of our guidance range,” said Georges Karam, Chairman and CEO of Sequans.

“Product revenue grew 42% year-over-year, driven by continued momentum in Monarch 2 projects and the Calliope 2 pre-production shipments. We continue to see strong customer interest in our portfolio, including our recently announced next-generation Monarch 3 and Calliope 3 platforms supporting 5G eRedCap, and our total 3-year revenue pipeline expanded to approximately $480 million, with more than half representing design-wins and the remainder advanced opportunities. With a growing number of projects entering production, we believe we are on track to drive revenue acceleration in the second half of 2025 and into 2026, positioning Sequans to deliver strong value to our stakeholders.”

Q2 2025 Outlook

The following statement is based on management’s current assumptions and expectations. This statement is forward-looking, and actual results may differ materially.

Management expects total revenue for the second quarter to be in the range of $8 million to $9 million.

First Quarter 2025 Financial Summary:

Revenue: Revenue was $8.1 million, a decrease of 27.1% compared to the fourth quarter of 2024 and an increase of 33.6% compared to the first quarter of 2024. Product revenue was $3.5 million, a decrease of 26.1% compared to the fourth quarter of 2024 and an increase of 42.2% compared to the first quarter of 2024. License and services revenue was $4.5 million compared to $6.3 million in the fourth quarter of 2024 and $3.6 million in the first quarter of 2024, with the variation primarily related to the timing of revenue recognition for the 5G broadband platform license to Qualcomm in both the first quarter of 2025 and the fourth quarter of 2024.

Gross margin: Gross margin was 64.5% compared to 67.4% in the fourth quarter of 2024 and 63.9% in the first quarter of 2024.



Sequans reports preliminary first quarter 2025 financial results
Page 2

Operating profit (loss): Operating loss was $6.8 million compared to operating loss of $5.6 million in the fourth quarter of 2024 and operating loss of $8.5 million in the first quarter of 2024.

Net profit (loss): Net loss was $7.3 million, or ($0.29) per diluted ADS, compared to net loss of $2.4 million, or ($0.10) per diluted ADS, in the fourth quarter of 2024 and net loss of $11.8 million, or ($0.48) per diluted ADS, in the first quarter of 2024.

Non-IFRS profit (loss) and diluted profit (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 and associated embedded derivatives and other financings, non-IFRS net loss was $6.1 million, or ($0.24) per diluted ADS, compared to non-IFRS net loss of $1.8 million, or ($0.07) per diluted ADS in the fourth quarter of 2024, and non-IFRS net loss of $8.8 million, or ($0.36) per diluted ADS, in the first quarter of 2024. Non-IFRS operating expenses, excluding stock compensation expense, declined to $11 million from $12.5 million in the fourth quarter of 2024 and $11.3 million in the first quarter of 2024.

Cash: Cash and cash equivalents at March 31, 2025 totaled $45.9 million compared to $62.1 million at December 31, 2024. The uses of cash in the first quarter of 2025 included several non-operating or unusual items totaling approximately $9 million, including the payment of bonus and severance packages expensed in 2024, the impact of the termination of the factoring facility, and ACP acquisition payments.


Conference Call Details

Date: Tuesday, May 6, 2025
Time: 8:00 a.m. ET / 14:00 CET
U.S. toll-free: 1-800-717-1738
International: +1-646-307-1865
Access: When prompted, provide the event title or conference ID: 80940.

A live and archived webcast of the call will be available from the Investor Relations section of the Sequans website at https://sequans.com/company/investor-relations/. An audio replay of the conference call will be available until May 13, 2025, by dialing toll-free 1-844-512-2921 in the U.S. or +1 412-317-6671 from outside the U.S., using the following access code: 11180940.



Forward Looking Statements

This press release contains certain statements that are, or may be deemed to be, forward-looking statements with respect to the financial condition, results of operations and business of Sequans, including revenue expectations in Q2 2025, revenue trends in 2025 and 2026 and three-year revenue pipeline. 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, potential adverse reactions or changes to business relationships resulting from the completion of the Qualcomm transaction. 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. 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, subsequent filings on Form 6-K and other documents that may be filed from time to time with the SEC. 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



Sequans reports preliminary first quarter 2025 financial results
Page 3
by applicable law. All financial results described in this earnings release should be considered preliminary; final results are subject to finalization of the allocation of the ACP acquisition purchase price..

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 extensions, end 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 semiconductor company specializing in wireless cellular technology for the Internet of Things (IoT). Our engineers design and develop innovative, secure, and scalable technologies that power the next generation of connected devices. We offer a wide range of solutions, including chips, modules, IP, and services. Our LTE-M/NB-IoT, 4G LTE Cat 1bis, and 5G NR RedCap/eRedCap platforms are optimized for IoT, delivering breakthroughs in wireless connectivity, power efficiency, security, and performance. Established in 2003, Sequans is headquartered in France and has a global presence with offices in the United States, United Kingdom, Israel, Hong Kong, Singapore, Finland, Taiwan, and China.

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


Sequans investor relations: Kim Rogers (USA), +1 385.831.7337, ir@sequans.com
Sequans media relations: Linda Bouvet (France), +33 170721600 media@sequans.com




Condensed financial tables follow



Sequans reports preliminary first quarter 2025 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,
2025 (1)
Dec 31, 2024(2)
March 31,
2024 (3)
Revenue :
Product revenue$3,509 $4,747 $2,468 
License and services revenue4,545 6,302 3,559 
Total revenue8,054 11,049 6,027 
Cost of revenue(2,863)(3,605)(2,173)
Gross profit5,191 7,444 3,854 
Research and development expense(7,227)(7,522)(6,613)
Sales and marketing expense(2,337)(2,411)(2,872)
General and administrative expense(2,451)(3,072)(2,902)
Operating profit (loss)(6,824)(5,561)(8,533)
Financial income (expense):
Interest income (expense), net368 540 (3,318)
Change in fair value of convertible debt derivative— — (36)
Foreign exchange gain (loss)(517)854 264 
Profit (Loss) before income taxes(6,973)(3,835)(11,623)
Income tax expense(281)1,458 (167)
Profit (Loss)$(7,254)$(2,377)$(11,790)
Attributable to :
Shareholders of the parent(7,254)(2,377)(11,790)
Minority interests— — — 
Basic income (loss) per ADS($0.29)($0.10)($0.48)
Diluted income (loss) per ADS($0.29)($0.10)($0.48)
Weighted average number of ADS used for computing:
— Basic 25,156,570 25,008,543 24,645,504 
— Diluted 25,156,570 25,008,543 24,645,504 
(1) Final results are subject to finalization of the allocation of the ACP acquisition purchase price.
(2) The final results presented here differ from the preliminary results published on February 11, 2025 due to the finalization of the accounting for the Qualcomm transaction and other adjustments.
(3) Reflects the change in ADS to ordinary share ratio effective October 9, 2024



Sequans reports preliminary first quarter 2025 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$)
2025 (1)
2024 (2)
ASSETS
Non-current assets
Property, plant and equipment$4,702 $4,308 
Intangible assets13,310 5,641 
Deposits and other receivables3,370 3,246 
Other non-current financial assets402 353 
     Total non-current assets21,784 13,548 
Current assets
Inventories3,034 2,874 
Trade receivables3,501 4,809 
Contract assets132 122 
Prepaid expenses1,844 1,410 
Other receivables16,678 17,492 
Research tax credit receivable4,661 4,184 
Short-term deposits34,000 53,000 
Cash and cash equivalents 11,948 9,093 
     Total current assets75,798 92,984 
Total assets$97,582 $106,532 
EQUITY AND LIABILITIES
Equity
Issued capital, euro 0.01 nominal value, 253,875,282 shares authorized, issued and outstanding at March 31, 2025 (251,408,922 shares at December 31, 2024)$2,960 $2,934 
Share premium14,487 14,512 
Other capital reserves75,518 74,504 
Accumulated deficit(43,049)(35,795)
Other components of equity(632)(796)
     Total equity49,284 55,359 
Non-current liabilities
Government grant advances, loans and other liabilities4,768 6,285 
Lease liabilities88 333 
Trade payables and other non-current liabilities1,349 — 
Provisions2,080 1,400 
Deferred tax liabilities179 173 
Contract liabilities782 809 
     Total non-current liabilities9,246 9,000 
Current liabilities
Trade payables8,886 6,106 
Interest-bearing receivables financing— 3,742 
Lease liabilities1,376 1,439 
Government grant advances and loans4,765 5,864 
Contract liabilities8,650 11,021 
Income tax liabilities - Parent2,943 2,827 
Other current liabilities and provisions12,432 11,174 
     Total current liabilities39,052 42,173 
Total equity and liabilities$97,582 $106,532 
(1) Final results are subject to finalization of the allocation of the ACP acquisition purchase price.
(2) The final results presented here differ from the preliminary results published on February 11, 2025 due to the finalization of the accounting for the Qualcomm transaction and other adjustments.



Sequans reports preliminary first quarter 2025 financial results
Page 6
PRELIMINARY UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
Three months ended March 31,
(in thousands of US$)
2025 (1)
2024
Operating activities
Loss before income taxes$(6,973)$(11,623)
Non-cash adjustment to reconcile income before tax to net cash from (used in) operating activities
Depreciation and impairment of property, plant and equipment686 830 
Amortization and impairment of intangible assets965 1,487 
Share-based payment expense1,014 1,117 
Increase in provision(32)(82)
Interest (income) expense, net(368)3,318 
Change in the fair value of convertible debt embedded derivative— 36 
Foreign exchange loss(195)(111)
Loss on disposal of intangible and tangible assets12 — 
Working capital adjustments
Decrease in trade receivables and other receivables1,240 932 
Decrease (increase) in inventories(103)1,089 
Increase in research tax credit receivable(355)(423)
Increase (decrease) in trade payables and other liabilities(281)3,027 
Decrease in contract liabilities(3,868)(2,614)
Decrease in government grant advances(881)(199)
Income tax paid(245)(34)
Net cash flow used in operating activities(9,384)(3,250)
Investing activities
Purchase of intangible assets and property, plant and equipment(461)(1,576)
Capitalized development expenditures— (9,124)
Investment in ACP Advanced Circuit Pursuit, net of cash acquired(1,080)— 
Purchase of financial assets(40)58 
Decrease of short-term deposit19,000 — 
Interest received552 21 
Net cash flow from (used in) investing activities17,971 (10,621)
Financing activities
Proceeds (repayment of) from interest-bearing receivables financing(3,742)960 
Proceeds from related party loans— 9,000 
Payment of lease liabilities(348)(359)
Repayment of government loans(326)(682)
Repayment of loans(420)— 
Repayment of interest-bearing research project financing(370)(16)
Interest paid(528)(259)
Net cash flows used in (from) financing activities(5,734)8,644 
Net increase (decrease) in cash and cash equivalents2,853 (5,227)
Net foreign exchange difference(4)
Cash and cash equivalents at January 19,093 5,705 
Cash and cash equivalents at end of the period11,948 474 
(1) Final results are subject to finalization of the allocation of the ACP acquisition purchase price.










Sequans reports preliminary first quarter 2025 financial results
Page 7
SEQUANS COMMUNICATIONS S.A.

PRELIMINARY UNAUDITED RECONCILIATION OF NON-IFRS FINANCIAL RESULTS
(in thousands of US$, except share and per share amounts)Three months ended
March 31,
2025 (3)
Sept 30,
2024 (4)
March 31,
2024 (5)
IFRS profit (loss) as reported$(7,254)$(2,377)$(11,790)
Add back
Non-cash stock-based compensation expense according to IFRS 2 (1)
1,014 480 1,117 
Non-cash change in the fair value of convertible debt embedded derivative— — 36 
Non-cash interest on convertible debt and other financing (2)
111 62 1,833 
Non-IFRS profit (loss) adjusted$(6,129)$(1,835)$(8,804)
IFRS basic profit (loss) per ADS as reported($0.29)($0.10)($0.48)
Add back
Non-cash stock-based compensation expense according to IFRS 2 (1)
$0.04 $0.02 $0.05 
Non-cash change in the fair value of convertible debt embedded derivative$0.00 $0.00 $0.00 
Non-cash interest on convertible debt and other financing (2)
$0.01 $0.01 $0.07 
Non-IFRS basic profit (loss) per ADS($0.24)($0.07)($0.36)
IFRS diluted profit (loss) per ADS($0.29)($0.10)($0.48)
Add back
Non-cash stock-based compensation expense according to IFRS 2 (1)
$0.04 $0.02 $0.05 
Non-cash change in the fair value of convertible debt embedded derivative$0.00 $0.00 $0.00 
Non-cash interest on convertible debt and other financing (2)
$0.01 $0.01 $0.07 
Non-IFRS diluted profit (loss) per ADS($0.24)($0.07)($0.36)
(1) Included in the IFRS profit (loss) as follows:
        Cost of product revenue$16 $18 $17 
        Research and development205 228 318 
        Sales and marketing223 (41)243 
        General and administrative570 275 539 
(2) Related to the difference between contractual and effective interest rates
(3) Final results are subject to finalization of the allocation of the ACP acquisition purchase price.
(4) The final results presented here differ from the preliminary results published on February 11, 2025 due to the finalization of the accounting for the Qualcomm transaction and other adjustments.
(5) Reflects the change in ADS to ordinary share ratio effective October 9, 2024


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