[6-K] SEQUANS COMMUNICATIONS Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Sequans Communications disclosed insider purchases by three board members: Mr. Zvi Slonimsky bought 75,000 ADS at an average of $1.32 on August 5, 2025, and 110,000 ADS at $0.93 on August 25, 2025; Mr. Jason Cohenour bought 50,000 ADS at $0.95 on September 12, 2025; and Mr. Wes Cummins bought 200,000 ADS at $0.97 on September 12, 2025. The filing states these purchases reflect the Board's confidence in Sequans' Bitcoin-focused treasury strategy, which aims to create long-term shareholder value. The company also reiterates that its cellular IoT semiconductor business remains a key differentiator and contributor supporting broader adoption of Bitcoin as its primary reserve asset.

Positive

• Multiple board members purchased ADS, signaling insider confidence in company strategy
• Board endorsement of a Bitcoin-focused treasury strategy intended to create long-term shareholder value
• Company reiterates cellular IoT semiconductor business as a continuing differentiator and contributor

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Board-level purchases signal alignment between insiders and shareholders around the company's strategic treasury decision.

Insider buying by multiple directors typically indicates confidence in management strategy and can reduce perceived agency risk. The disclosed ADS purchases are concrete actions reinforcing the board's public endorsement of the Bitcoin-focused treasury approach. For governance assessment, these purchases improve alignment but do not alone validate the strategy's financial outcomes; further disclosure on treasury sizing, risk controls, and accounting treatment would be needed to assess governance robustness.

Financial Analyst

TL;DR: Director purchases are modestly positive signals but lack financial magnitude and performance context.

The purchases—totaling 435,000 ADS across three directors at average prices between $0.93 and $1.32—are a supportive sentiment signal. The filing highlights the company's dual focus: a Bitcoin primary reserve strategy supported by an ongoing cellular IoT semiconductor business. From an analytical standpoint, material impact depends on the size of Bitcoin holdings relative to market cap and on operating cash flow from IoT; those details are not provided, so valuation implications remain indeterminate.

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 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, 333-266481 and 333-289027) and Form F-3 (File Nos. 333-271884, 333-288708, 333-288709 and 333-289847).

EXPLANATORY NOTE

Sequans Communications S.A. (the “Company”) is a foreign private issuer, and therefore its officers and directors are not required to report insider transactions on Form 3s and Form 4s under Section 16 of the Securities Exchange Act of 1934.  However, to provide greater transparency to the market, the Board of Directors of the Company are voluntarily reporting recent open-market purchases of its American Depositary Shares (“ADS”) by members of its Board of Directors.

Mr. Zvi Slonimsky, a member of the Company’s Board of Directors, purchased 75,000 ADS on August 5, 2025, at an average price of $1.32 per ADS, and an additional 110,000 ADS on August 25, 2025, at an average price of $0.93 per ADS.

Mr. Jason Cohenour, a member of the Board of Directors, purchased 50,000 ADS on September 12, 2025, at an average price of $0.95 per ADS.

Mr. Wes Cummins, a member of the Board of Directors, purchased 200,000 ADS on September 12, 2025, at an average price of $0.97 per ADS.

These purchases reflect the confidence of Sequans’ Board of Directors in the Company’s Bitcoin-focused treasury strategy, which is designed to create long-term shareholder value. Additionally, Sequans’ cellular IoT semiconductor business remains a key differentiator and important contributor in support of the Company’s broader adoption of Bitcoin as its primary reserve asset.

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 15, 2025

By:

/s/ Deborah Choate

Deborah Choate

Chief Financial Officer

FAQ

What insider purchases did Sequans Communications (SQNS) disclose?

Three board members purchased ADS: Zvi Slonimsky bought 75,000 ADS at $1.32 (Aug 5, 2025) and 110,000 ADS at $0.93 (Aug 25, 2025); Jason Cohenour bought 50,000 ADS at $0.95 (Sep 12, 2025); Wes Cummins bought 200,000 ADS at $0.97 (Sep 12, 2025).

Why did Sequans' directors buy shares according to the filing?

The filing states the purchases reflect the Board's confidence in the company's Bitcoin-focused treasury strategy designed to create long-term shareholder value.

Does the filing describe Sequans' business focus?

Yes. It states the cellular IoT semiconductor business remains a key differentiator and an important contributor supporting adoption of Bitcoin as the primary reserve asset.

How many ADS were purchased in total by the directors disclosed?

Total disclosed purchases: 435,000 ADS (75,000 + 110,000 + 50,000 + 200,000).

Are there details on the size of Sequans' Bitcoin treasury in this filing?

No. The filing references a Bitcoin-focused treasury strategy but does not disclose the size, valuation, or accounting treatment of Bitcoin holdings.