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 April 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, 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 and333-259914) and Form F-3 (File No. 333-250122 and No. 333-255865).

Exercise of Over-Allotment Option for 1,000,000 ADSs

On March 28, 2022, B. Riley Securities, Inc., as representative of the underwriters, exercised an over-allotment option (the “Option”) in full to purchase 1,000,000 additional American Depositary Shares (“ADSs”) from Sequans Communications S.A. (the “Company”) at an offering price to the public of $3.00 per ADS, and the Underwriters have agreed to purchase the ADSs pursuant to the Underwriting Agreement at a price of $2.805 per ADS, for approximate net proceeds, before offering expenses, to the Company of $3.0 million under the Option.The Option closed on April 1, 2022.

For more information regarding the offering, please refer to the Company’s Current Report on Form 6-K furnished on March 15, 2022.

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

EXHIBIT INDEX

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

Exhibit	Description
5.1	Opinion of Orrick, Herrington & Sutcliffe (Europe) LLP
99.1	Press release dated April 1, 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. (Registrant)
Date: April 1, 2022	By:	/s/ Deborah Choate
		Deborah Choate
		Chief Financial Officer

EX-5.1

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

April 1, 2022                 

Sequans Communications S.A.

15-55 boulevard Charles de Gaulle

92700 Colombes,

France

Re: Registration Statement on Form F-3

Ladies and Gentlemen:

We have acted as special French counsel to Sequans Communications S.A. (the “Company”), a société anonyme incorporated in the French Republic, in connection with the issuance of 1,000,000 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) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) and its Prospectus Supplement dated March 10, 2022 (the “Prospectus Supplement”), under the Securities Act of 1933, as amended (the “Securities Act”).

We have examined instruments, documents, records and matters of law which we deemed relevant and necessary for the basis of our opinion hereinafter expressed and have relied on written statements and representations of officers and other representatives 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; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy, and completeness of the information, representations, and warranties contained in the records, documents, instruments, and certificates that we have reviewed.

Based upon the foregoing, and subject to further limitations, qualifications and assumptions set forth herein, 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 French 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 depositary certificate (certificat du dépositaire) 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).

For the purposes of this opinion, the term “non-assessable”, which has no recognized meaning under French law, shall mean that no present or future holder of the Shares will be subject to personal liability, by reason of being such a holder, for additional payments or calls for further funds by the Company or any other person after the issuance of the Shares.

We are members of the Paris Bar and this opinion is limited to the laws of the French Republic and we do not express any opinion as to the effect of any other laws. This opinion is subject to the sovereign power of the French courts to interpret the facts and circumstances of any adjudication. This opinion is given on the basis that it is to be governed by, and construed in accordance with, the laws of the French Republic.

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.

Very truly yours,
/s/ Orrick, Herrington & Sutcliffe (Europe) LLP
ORRICK, HERRINGTON & SUTCLIFFE (EUROPE) LLP
Patrick Tardivy

EX-99.1

News

Sequans Communications S.A. Announces Exercise and Closing

of Over-Allotment Option

Paris, France – April 1, 2022 – Sequans Communications S.A. (NYSE: SQNS) today announced that the underwriters of its previously announced public offering American Depositary Shares (ADS) have fully exercised their option to purchase up to 1,000,000 additional ADS, representing 4,000,000 ordinary shares. Including these additional 1,000,000 ADS, Sequans’ recent offering totaled 7,666,667 ADS at a price to the public of $3.00 per ADS. The sale of these additional ADS closed on April 1, 2022. Including the proceeds from the sale of these additional shares, the aggregate net proceeds to the Company from the public offering, after deducting underwriting discounts and commissions and estimated offering expenses, are approximately $20.9 million.

B. Riley Securities is acting as sole bookrunner for the offering. Roth Capital Partners is acting as lead manager for the offering.

The ADSs described above are being offered by Sequans pursuant to a shelf registration statement on Form F-3 (File No. 333-250122), including a base prospectus, previously filed with, and subsequently declared effective, by the SEC on November 24, 2020. The ADSs may be offered only by means of a prospectus. A preliminary prospectus supplement and accompanying base prospectus relating to the offering was filed with the SEC on March 10, 2022, and a final prospectus supplement and accompanying base prospectus relating to the offering was filed with the SEC on March 11, 2022 and is available on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and accompanying base prospectus relating to this offering may also be obtained by contacting B. Riley Securities, Inc., Attention: Prospectus Department, 1300 17th St. North, Ste. 1300, Arlington, VA 22209, or by email at prospectuses@brileyfin.com, or by telephone at (703) 312-9580.Before you invest, you should read the final prospectus supplement and the accompanying base prospectus and other documents Sequans has filed or will file with the SEC for more complete information about Sequans and the offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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 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.

Disclaimer

This press release is for information purposes only and does not, and shall not, in any circumstances, constitute a public offering by Sequans, nor a solicitation of an offer to subscribe for securities in any jurisdiction outside the United States, including France. No prospectus (including any amendment, supplement or replacement thereto) or any other offering material that has been prepared in connection with the offering of the ADSs has been submitted for clearance to, or approval by, the Autorité des marchés financiers or the competent authority of another State that is a contracting party to the Agreement on the European Economic Area and notified to the Autorité des marchés financiers; no ADSs have been offered or sold nor will be offered or sold, directly or indirectly, to the public in France; the prospectus and any other offering material relating to the ADSs have not been distributed or caused to be distributed and will not be distributed or caused to be distributed to the public in France; such offers, sales and distributions have been and shall only be made in France to qualified investors (investisseurs qualifiés) and/or a restricted circle of investors (cercle restreint d’investisseurs), in each case, acting for their own account, all as defined in Article 2 of Regulation (EU) No. 2017/1129 of June 14, 2017, and in Articles L. 411-2, D. 411-4, D.744-1, D.754-1 and D. 764-1 of the French Code monétaire et financier. The direct or indirect distribution to the public in France of any so acquired ADSs may be made only as provided for in Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the French Code monétaire et financier and applicable regulations thereunder. This communication does not constitute an offer or invitation to subscribe for or to purchase any of the ADSs and neither this communication nor anything herein shall form the basis of any contract or commitment whatsoever. Any contact with potential qualified investors in France does not and will not constitute financial and banking solicitation (démarchage bancaire et financier) as set forth in Articles L. 341-1 and seq. of the French Code monétaire et financier.