Sequans Communications falls below two $50M NYSE tests
Sequans has 90 days from notice receipt to submit a plan targeting compliance within nine months; NYSE review follows within 45 days of receipt.
Rhea-AI Filing Summary
Sequans Communications S.A. received an NYSE notice that it no longer meets the exchange’s continued-listing standard because its average global market capitalization was below $50 million over 30 consecutive trading days while stockholders’ equity was also below $50 million. The notice, received September 14, 2026, does not immediately delist its ADSs.
Sequans has notified the NYSE that it intends to regain compliance and is developing a business plan. It has 90 days from receipt of the notice to submit the plan, describing actions to bring it into compliance within nine months of receipt. The NYSE will decide within 45 days after receiving the plan whether it reasonably demonstrates that ability. Continued listing during the cure period depends on NYSE acceptance and compliance with other continued-listing standards.
Positive
- None.
Negative
- NYSE notified Sequans it was below both $50 million continued-listing tests.
Key Figures
Average global market capitalization threshold: Below $50 million
Stockholders’ equity threshold: Less than $50 million
Market-capitalization measurement period: 30 consecutive trading days
+3 more
6 metrics
Average global market capitalization threshold
Below $50 million
Measured over 30 consecutive trading days
Stockholders’ equity threshold
Less than $50 million
NYSE continued-listing deficiency criterion
Market-capitalization measurement period
30 consecutive trading days
Period used to assess average global market capitalization
Business plan submission deadline
90 days
From receipt of the NYSE notice
Market Cap Cure Period
9 months
From receipt of the notice to bring the company into compliance
NYSE plan review period
45 days
From receipt of the business plan
Key Terms
Market Cap Deficiency, Market Cap Cure Period, continued listing standards, ADSs
4 terms
Market Cap Deficiency regulatory
"the “Market Cap Deficiency”"
Market Cap Cure Period regulatory
"the “Market Cap Cure Period”"
continued listing standards regulatory
"NYSE’s continued listing standards"
Ongoing rules a stock exchange requires a listed company to meet to keep its shares trading publicly, such as minimum share price, market value, timely financial reports, and governance practices. Think of it as a membership checklist for a club: falling short can lead to warnings or removal from the exchange, which can sharply reduce liquidity, investor confidence, and a stock’s value. Investors watch these standards to gauge regulatory risk and the stability of their holdings.
ADSs financial
"The Notice does not result in the immediate delisting of the Company’s ADSs"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Why did SQNS receive an NYSE deficiency notice?
Sequans’ average global market capitalization was below $50 million over 30 consecutive trading days, while its stockholders’ equity was also below $50 million.
How long does SQNS have to regain NYSE compliance?
Sequans has 90 days from receiving the notice to submit a business plan describing actions to achieve compliance within nine months of receipt. The NYSE will review the plan and determine within 45 days of receiving it whether it reasonably demonstrates that ability.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 September 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, 333-266481 and 333-289027) and Form F-3 (File Nos. 333-271884 and 333-288709).
Notice of Failure to Satisfy Continued Listing Rules
On September 14, 2026, Sequans Communications S.A. (the “Company”) was notified by the New York Stock Exchange (the “NYSE”) that it is no longer in compliance with Section 802.01B of the NYSE Listed Company Manual. The Company was notified by the NYSE that it was not in compliance with Section 802.01B (the “Market Cap Deficiency”) because it had an average global market capitalization over a consecutive 30 trading-day period below $50,000,000 and, at the same time, stockholders’ equity less than $50,000,000. The Notice does not result in the immediate delisting of the Company’s ADSs from the NYSE. The Company has notified the NYSE of its intention to regain compliance with the continued listing standard.
In accordance with applicable NYSE procedures, the Company has 90 days from receipt of the Notice to submit a business plan advising the NYSE of the definitive action(s) the Company has taken, or is taking, that would bring it into compliance with continued listing standards within 9 months of receipt of the Notice (the “Market Cap Cure Period”). The NYSE will review the plan and, within 45 days of its receipt, determine whether the Company has made a reasonable demonstration of an ability to conform to the relevant standards in the 9-month period. If the NYSE accepts the plan, the Company's ADSs will continue to be listed and traded on the NYSE during the 9-month period, subject to the Company's compliance with the other continued listing standards of the NYSE and continued periodic review by the NYSE of the Company's progress with respect to its plan. Sequans is currently developing a plan to regain compliance with the minimum global market capitalization requirement.
The ADSs will continue to trade under the symbol “SQNS,” but will have an added designation of “.BC” to indicate the status of the ADSs as “below compliance.”
On September 23, 2026, as required by the Listing Rule, the Company issued a press release announcing that it had received the notice. A copy of this press release is attached as Exhibit 99.1 to this Report on Form 6-K.
EXHIBIT INDEX
The following exhibit is filed as part of this Form 6-K:
Exhibit | Description | ||||
99.1 | Press release dated September 23, 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. (Registrant) | ||||||||||||||
| Date: September 23, 2026 | By: | /s/ Norman Brodt | ||||||||||||
| Norman Brodt | ||||||||||||||
| Chief Financial Officer | ||||||||||||||
 | NEWS | ||||
Sequans Receives Notice of Non-Compliance with NYSE Market Capitalization Listing Rules
PARIS - 23 September, 2026 - Sequans Communications S.A. (NYSE: SQNS) (“Sequans” or the “Company”), a leading provider of 5G/4G cellular IoT and software-defined radio (SDR) semiconductor solutions, today announced that on September 14, 2026 it received a notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) informing the Company that it is no longer in compliance with Section 802.01B of the NYSE Listed Company Manual.
The Company was notified by the NYSE that it was not in compliance with Section 802.01B (the “Market Cap Deficiency”) because it had an average global market capitalization over a consecutive 30 trading-day period below $50,000,000 and, at the same time, stockholders’ equity less than $50,000,000. The Notice does not result in the immediate delisting of the Company’s ADSs from the NYSE. The Company has notified the NYSE of its intention to regain compliance with the continued listing standards.
Sequans is developing its compliance plan for submission to the NYSE. The plan reflects the strategic actions already undertaken by the Company, including the completion of its Bitcoin treasury exit, the strengthening of its financial foundation, and its sharpened focus on executing its semiconductor growth strategy. Combined with the continued operational momentum across its IoT business, the Company believes these initiatives provide a solid foundation to regain compliance with the NYSE's continued listing standards.
In accordance with applicable NYSE procedures, the Company has 90 days from receipt of the Notice to submit a business plan advising the NYSE of the definitive action(s) the Company has taken, or is taking, that would bring it into compliance with continued listing standards within 9 months of receipt of the Notice (the “Market Cap Cure Period”). The NYSE will review the plan and, within 45 days of its receipt, determine whether the Company has made a reasonable demonstration of an ability to conform to the relevant standards in the 9-month period. If the NYSE accepts the plan, the Company's ADSs will continue to be listed and traded on the NYSE during the 9-month cure period, subject to the Company's compliance with the other continued listing standards of the NYSE and continued periodic review by the NYSE of the Company's progress with respect to its plan.
About Sequans
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) and RF transceiver solutions for software-defined applications. 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, as well as mission-critical deployments in space and defense.
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. Sequans RF transceiver solutions enable highly flexible, programmable wireless systems optimized for performance and resilience in demanding environments. 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.
| NEWS | ||||
Visit Sequans at sequans.com and follow us on LinkedIn and X.
Forward Looking Statements
This press release contains certain statements that are, or may be deemed to be, forward-looking statements with respect to its intent to cure the Market Cap Deficiency and return to compliance with the NYSE’s continued listing standard and expectations for improved financial condition, results of operations and business of Sequans. 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. 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, and our ability to convert our product pipeline and design wins into revenue. 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, 2025, 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 by applicable law.
Contacts
Sequans investor relations: David Hanover/Rob Kelly, KCSA Strategic Communications (USA), +1 212.682.6300, ir@sequans.com
Sequans media relations: Linda Bouvet (France), +33 170721600 media@sequans.com