Sequans faces NYSE Listing Risk after Market Cap Drops Below $50M

Rhea-AI Filing Summary

Sequans Communications S.A. (NYSE: SQNS) has received a NYSE notice of non-compliance with Section 802.01B covering minimum global market capitalization and shareholders’ equity. Over the past 30 consecutive trading days the company’s average market cap fell below US$50 million and its stockholders’ equity is also under US$50 million, triggering the deficiency.

The notification does not cause immediate delisting. Sequans must, within 90 days (by 7 September 2025), submit a detailed business plan demonstrating how it will regain compliance within a 9-month cure period. The NYSE will respond to the plan within 45 days of receipt. During this period, the American Depositary Shares will continue to trade under ticker “SQNS” but will carry the suffix “.BC” to indicate “below compliance”.

Failure to meet the plan milestones or restore market capitalization/equity levels within the specified timeframe could result in suspension and delisting. Management states that it is “evaluating available options” and intends to cure the deficiency; no specific actions or financial measures were disclosed in the filing.

Positive

• No immediate delisting; ADSs remain tradable on NYSE during the nine-month cure period

Negative

• NYSE listing deficiency triggered by market cap and equity both below US$50 million
• Risk of delisting if compliance is not restored within nine months
• “.BC” ticker suffix may reduce investor confidence and liquidity

Insights

Equity Research Analyst

TL;DR: Listing deficiency signals financial strain; no immediate delisting but raises risk profile.

The NYSE notice confirms that Sequans’ market value and equity base have both slipped under the US$50 million threshold. While trading continues, the .BC tag often pressures liquidity and investor sentiment. Management now faces a tight 90-day window to craft a viable recovery plan and only nine months to execute it. Because the company revealed no capital-raising or restructuring steps, uncertainty remains high. Historically, firms that receive 802.01B notices frequently pursue equity injections, strategic alternatives, or reverse splits—each potentially dilutive. Until concrete measures emerge, the filing is modestly negative for valuation and risk perception.

Corporate Governance Specialist

TL;DR: Governance impact limited; compliance roadmap and disclosure largely routine.

From a governance perspective, Sequans followed required disclosure protocols—prompt Form 6-K filing, 8-day press release, and explicit plan timetable. The Board must now demonstrate oversight by approving a credible remediation plan and monitoring progress against NYSE milestones. Failure would lead to delisting, which can restrict capital access and weaken shareholder protections. Nonetheless, the process is structured and provides clear checkpoints, mitigating abrupt governance shocks. The overall signal is neutral-to-negative pending plan details.

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 June 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. 333-187611, 333-194903, 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 Nos. 333-255865 and 333-271884).

Notice of Failure to Satisfy Continued Listing Rules

On June 9, 2025, 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 that it intends to cure the Market Cap Deficiency and return to compliance with the NYSE’s 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 evaluating its available options and developing a plan to regain compliance with the minimum global market capitalization requirement.

The NYSE notification has no immediate impact on the listing of the Company’s ADSs, which will continue to be listed and traded on the NYSE during the Market Cap Cure Period, subject to the Company’s compliance with the other listing requirements of the NYSE. 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 July 9, 2025, 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 June 23, 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: June 23, 2025

By:

/s/ Deborah Choate

Deborah Choate

Chief Financial Officer

FAQ

Why did Sequans (SQNS) receive an NYSE non-compliance notice?

Because its average market capitalization and stockholders’ equity both fell below US$50 million over a 30-day period.

Will SQNS shares be delisted immediately?

No. The ADSs remain listed while the company has up to nine months to regain compliance.

What is the deadline for Sequans to submit its compliance plan?

The company must file a plan with the NYSE within 90 days of June 9 2025 (by 7 September 2025).

How will the SQNS ticker change during the cure period?

It will trade as “SQNS.BC”, indicating "below compliance."

What happens if Sequans fails to meet NYSE requirements?

The NYSE could suspend and delist the company’s ADSs after the cure period.