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 May 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 and 333-266481) and Form F-3 (File No. 333-271884).











EXPLANATORY NOTE


On May 13, 2025, Sequans Communications S.A. (the “Company”) filed a complaint in the Court of Chancery of the State of Delaware against Renesas Electronics Corporation (“Renesas”) for breach of affirmative covenants set forth in the Memorandum of Understanding (the “MoU”) dated August 4, 2023 (as amended on August 31, 2023, December 4, 2023, and January 5, 2024) pursuant to which the Company and Renesas agreed to pursue the sale of the Company’s shares to Renesas by the way of a public tender. The complaint further alleges that Renesas breached its implied covenant of good faith and fair dealing and committed fraud.

As a result, the Company is seeking monetary damages of $250 million plus interest.



Forward-Looking Statements

This Form 6-K contains statements that are, or may be deemed to be, forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those projected in the forward-looking statements. Factors that could cause actual results to differ include, but are not limited to, the outcome of the legal proceedings, changes in market conditions, and other risks detailed in the Company’s filings with the Securities and Exchange Commission. 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.




































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: May 14, 2025By:   /s/ Deborah Choate 
  Deborah Choate  
  Chief Financial Officer 
 




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