SQNS to consolidate ADSs 1-for-10 effective Sept 17, 2025

Rhea-AI Filing Summary

Sequans Communications S.A. announced a change to its American Depositary Share (ADS) ratio that will become effective on September 17, 2025. The change implements a reverse split of the ADSs on a basis of one (1) new ADS for every ten (10) old ADSs held. The company stated that the ordinary shares will not be affected by this adjustment to the ADS-to-ordinary-share ratio. The filing also notes that the information furnished in this Form 6-K will be incorporated by reference into several of the registrant's existing registration statements under the Securities Act.

Positive

• ADS reverse split announced: 1-for-10 ADS ratio change effective September 17, 2025
• Ordinary shares unaffected: filing explicitly states ordinary share structure will not change

Negative

• None.

Insights

Corporate Actions Analyst

Sequans will execute a 1-for-10 ADS reverse split effective September 17, 2025.

The filing formally changes the ADS-to-ordinary-share ratio to 1 new ADS per 10 old ADS, effective on September 17, 2025. The company explicitly states that its underlying ordinary shares are not being altered by this action.

The Form 6-K also confirms this disclosure will be incorporated by reference into multiple Form S-8 and Form F-3 registration statements, ensuring the change is reflected across the registrant's existing SEC filings.

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

On September 4, 2025, Sequans Communications S.A. (the “Company”) issued a press release announcing a change in the ratio of its American Depositary Shares (“ADSs”) to its ordinary shares (the “Press Release”). The Press Release is furnished herewith as Exhibit 99.1 to this Report on Form 6-K.

The ratio change will become effective on September 17, 2025 and will result in a reverse split on the Sequans Communications ADSs on the basis of one (1) new ADS for every ten (10) old ADSs held. The ordinary shares of Sequans Communications will not be affected by this change in the ADS to ordinary share ratio.

EXHIBIT INDEX

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

Exhibit			Description
99.1			Press release dated September 4, 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: September 4, 2025

By:

/s/ Deborah Choate

Deborah Choate

Chief Financial Officer

FAQ

What ADS ratio change did Sequans (SQNS) disclose?

Sequans disclosed a reverse split of its ADSs on a basis of one (1) new ADS for every ten (10) old ADSs held.

When does the SQNS ADS reverse split become effective?

The ratio change becomes effective on September 17, 2025.

Will Sequans' ordinary shares be affected by the ADS ratio change?

No. The filing states the ordinary shares will not be affected by the change in the ADS-to-ordinary-share ratio.

Will this Form 6-K be incorporated into other SEC registration statements?

Yes. The information furnished will be incorporated by reference into multiple Form S-8 and Form F-3 registration statements listed in the filing.

What should investors look for in the filing regarding the ADS change?

The filing records the effective date (September 17, 2025) and the 1-for-10 ADS ratio; no other changes to ordinary shares were disclosed.