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 2019

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.  

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: Yes £ NoR

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_______________.

EXPLANATORY NOTE

The Company issued and sold a convertible note, dated August 16, 2019, in the principal amount of $5 million (the “August 2019 Note”) to Nokomis Capital, L.L.C. (“Nokomis”), one of the Company’s existing shareholders who is represented on the board of directors by Wesley Cummins. The August 2019 Note shall be convertible into the Company’s American Depositary Shares (“ADSs”), each representing one ordinary share, nominal value €0.02 per share, at a conversion price of $1.03 per ADS. It is an unsecured obligation of the Company, will mature on August 16, 2022 and is not redeemable prior to maturity at the option of the Company. The accreted principal amount of the August 2019 Note is convertible at any time or times on or after the issuance date until maturity, in whole or in part, into ADSs at the conversion rate, subject to certain adjustments for significant corporate events, including dividends, stock splits and other similar events. Interest accrues on the unconverted portion of the August 2019 Note at the rate of 7% per year, paid in kind annually on the anniversary of the issuance of the August 2019 Note. The August 2019 Note also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the August 2019 Note to become or to be declared due and payable. A copy of the August 2019 Note and related note purchase agreement are attached hereto as exhibits 4.1 and 4.2.

EXHIBIT INDEX

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

Exhibit	Description
4.1	Convertible note purchase agreement dated August 16, 2019
4.2	Convertible note dated August 16, 2019

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: August 21, 2019	By:	/s/ Deborah Choate
		Deborah Choate
		Chief Financial Officer