Mga Batayang Estadistika
| LEI | 969500G8ZIY1D601KJ66 |
| CIK | 1383395 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Sequans Communications S.A. - Depositary Receipt (Common Stock)
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 4, 2025 |
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 : |
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| September 4, 2025 |
Sequans Announces ADS Ratio Change Sequans Announces ADS Ratio Change Paris — September 4, 2025 — Sequans Communications S. |
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| August 25, 2025 |
As filed with the Securities and Exchange Commission on August 25, 2025 As filed with the Securities and Exchange Commission on August 25, 2025 Registration No. |
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| August 25, 2025 |
Calculation of Filing Fee Tables F-3 SEQUANS COMMUNICATIONS Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Equity Ordinary Shares 457(r) 0. |
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| August 25, 2025 |
Exhibit 1.2 SEQUANS COMMUNICATIONS S.A. American Depositary Shares each representing ten fully paid Ordinary Shares, Nominal Value €0.01 Per Share Sales Agreement August 25, 2025 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Citizens JMP Securities, LLC 101 California Street, Suite 1700 San Francisco, CA 94111 Lake Street Capital Markets, LLC 121 South 8th St |
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| August 25, 2025 |
SEQUANS COMMUNICATIONS WARRANT AGREEMENT Exhibit 4.4 SEQUANS COMMUNICATIONS WARRANT AGREEMENT Roth Capital Partners, LLC As representative of the several agents under that certain Sales Agreement 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 hereinafter referred to as the “Beneficiary” On August 14, 2025, the board of directors of the Company, using the delegation of competence granted to it by the 15th resolution approved at |
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| July 31, 2025 |
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 July 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 |
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| July 31, 2025 |
Sequans Communications Preliminary Second Quarter 2025 Financial Results NEWS Sequans Communications Preliminary Second Quarter 2025 Financial Results PARIS - July 31, 2025 - Sequans Communications S. |
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| July 29, 2025 |
Director Warrants Issuance Agreement Exhibit 99.6 Director Warrants Issuance Agreement Dated June 28, 2024 (1) SEQUANS COMMUNICATIONS S.A. (the “Company”) (2) THE HOLDER OF DIRECTOR WARRANTS Summary PREAMBLE: PRESENTATION OF THE ISSUANCE AGREEMENT Title 1. SUBSCRIPTION AND FEATURES OF DIRECTOR WARRANTS Article 1. Holder of Director Warrants Article 2. Allotment and subscription of Director Warrants Article 3. Features and period of v |
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| July 29, 2025 |
Director Warrants Issuance Agreement Exhibit 99.7 Director Warrants Issuance Agreement Dated June 27, 2023 (1) SEQUANS COMMUNICATIONS S.A. (the “Company”) (2) THE HOLDER OF DIRECTOR WARRANTS Summary PREAMBLE: PRESENTATION OF THE ISSUANCE AGREEMENT Title 1. SUBSCRIPTION AND FEATURES OF DIRECTOR WARRANTS Article 1. Holder of Director Warrants Article 2. Allotment and subscription of Director Warrants Article 3. Features and period of v |
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| July 29, 2025 |
Exhibit 99.1 SEQUANS COMMUNICATIONS Société anonyme (public limited company) au capital de (with a share capital of) 2.514.089,22 euros Siège social : Les Portes de la Défense, 15-55 boulevard Charles de Gaulle - 92700 COLOMBES RCS Nanterre 450 249 677 Regulations Restricted Share Award Plan – 2025 1 - CONTENTS - I.GENERAL PRINCIPLE OF RESTRICTED SHARE AWARDS II.LEGAL FRAMEWORK OF THE PLAN III.CHA |
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| July 29, 2025 |
EXHIBIT 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Sequans Communications S. |
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| July 29, 2025 |
EXHIBIT 99.4 SEQUANS COMMUNICATIONS Société anonyme (public limited company) au capital de (with a share capital of) 2 330 932,50 euros Siège social : Les Portes de la Défense, 15-55 boulevard Charles de Gaulle - 92700 COLOMBES RCS Nanterre 450 249 677 Partner Warrants Issuance Agreement 2023-1 (1) SEQUANS COMMUNICATIONS (2) THE HOLDERS OF PARTNER WARRANTS 2023-1 Summary PREAMBLE : PRESENTATION OF |
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| July 29, 2025 |
As filed with the Securities and Exchange Commission on July 29, 2025 As filed with the Securities and Exchange Commission on July 29, 2025 Registration No. |
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| July 29, 2025 |
EXHIBIT 99.2 SEQUANS COMMUNICATIONS Société anonyme (public limited company) au capital de (with a share capital of) 2.514.089,22 euros Siège social : Les Portes de la Défense, 15-55 boulevard Charles de Gaulle - 92700 COLOMBES RCS Nanterre 450 249 677 Partner Warrants Issuance Agreement 2025 (1) SEQUANS COMMUNICATIONS (2) THE HOLDERS OF PARTNER WARRANTS 2025 Summary PREAMBLE : PRESENTATION OF THE |
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| July 29, 2025 |
Director Warrants Issuance Agreement Exhibit 99.5 Director Warrants Issuance Agreement Dated June 30, 2025 (1) SEQUANS COMMUNICATIONS S.A. (the “Company”) (2) THE HOLDER OF DIRECTOR WARRANTS Summary PREAMBLE: PRESENTATION OF THE ISSUANCE AGREEMENT Title 1. SUBSCRIPTION AND FEATURES OF DIRECTOR WARRANTS Article 1. Holder of Director Warrants Article 2. Allotment and subscription of Director Warrants Article 3. Features and period of v |
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| July 29, 2025 |
EXHIBIT 99.3 SEQUANS COMMUNICATIONS Société anonyme (public limited company) au capital de (with a share capital of) 2.462.620,04 euros Siège social : Les Portes de la Défense, 15-55 boulevard Charles de Gaulle - 92700 COLOMBES RCS Nanterre 450 249 677 Partner Warrants Issuance Agreement 2024 (1) SEQUANS COMMUNICATIONS (2) THE HOLDERS OF PARTNER WARRANTS 2024 1 Summary PREAMBLE : PRESENTATION OF T |
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| July 25, 2025 |
PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-288709 SEQUANS COMMUNICATIONS S.A. 1,171,987,620 Ordinary Shares represented by 117,198,762 American Depositary Shares 222,458,520 Ordinary Shares represented by 22,245,852 American Depositary Shares issuable upon the exercise of Pre-Funded Warrants 209,166,800 Ordinary Shares represented by 20,916,680 American Depositary Shares, or |
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| July 25, 2025 |
PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-288708 SEQUANS COMMUNICATIONS S.A. Up to 1,350,000,030 Ordinary Shares represented by 135,000,003 American Depositary Shares or pre-funded warrants in lieu thereof, issuable upon the conversion of Secured Convertible Debentures 270,000,000 Ordinary Shares represented by 27,000,000 American Depositary Shares as Interest ADSs 202,499,9 |
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| July 23, 2025 |
SEQUANS COMMUNICATIONS Forest, 15-55 boulevard Charles de Gaulle 92700 Colombes, France July 23, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N. |
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| July 23, 2025 |
SEQUANS COMMUNICATIONS Forest, 15-55 boulevard Charles de Gaulle 92700 Colombes, France July 23, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N. |
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| July 17, 2025 |
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 July 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 |
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| July 16, 2025 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT between SEQUANS COMMUNICATIONS SA and EACH INVESTOR LISTED ON THE SIGNATURE PAGE HERETO Dated July 4, 2025 TABLE OF CONTENTS Page ARTICLE I REGISTRATION RIGHTS 1 Section 1.1 Resale Shelf Registration 1 Section 1.2 Expenses 3 Section 1.3 Suspensions 3 Section 1.4 Registration Procedures 4 Section 1.5 Effectiveness Period 8 Section 1.6 Indemnification 8 Sec |
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| July 16, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form F-3 (Form Type) Sequans Communications S. |
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| July 16, 2025 |
SEQUANS COMMUNICATIONS S.A. SECURED CONVERTIBLE DEBENTURE Exhibit 4.9 Execution Version NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE O |
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| July 16, 2025 |
As filed with the Securities and Exchange Commission on July 16, 2025 As filed with the Securities and Exchange Commission on July 16, 2025 Registration No. |
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| July 16, 2025 |
SEQUANS COMMUNICATIONS S.A. SECURED CONVERTIBLE DEBENTURE Exhibit 4.8 Execution Version NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE O |
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| July 16, 2025 |
SECURED CONVERTIBLE DEBENTURE PURCHASE AGREEMENT Exhibit 10.1 SECURED CONVERTIBLE DEBENTURE PURCHASE AGREEMENT THIS SECURED CONVERTIBLE DEBENTURE PURCHASE AGREEMENT (this “Agreement”), dated as of June 22, 2025, is between Sequans Communications S.A., a société anonyme incorporated in the French Republic (the “Company”), each purchaser listed on the signature pages hereto (each, a “Buyer” and collectively, the “Buyers”) and Hudson Bay PH XVI Ltd |
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| July 16, 2025 |
Exhibit 3.1 Société Anonyme with a share capital of €14,233,965.42 Registered office : Forest - 15-55 boulevard Charles de Gaulle – 92700 COLOMBES Trade Register N°: 450 249 677 RCS Nanterre B Y L A W S As amended on July 4, 2025 Article 1 – Legal Form The company is a “société anonyme” (French corporation) governed by corporate law, subject to specific laws governing the company and to these by-l |
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| July 16, 2025 |
SEQUANS COMMUNICATIONS S.A. SECURED CONVERTIBLE DEBENTURE Exhibit 4.5 Execution Version NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE O |
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| July 16, 2025 |
SEQUANS COMMUNICATIONS S.A. SECURED CONVERTIBLE DEBENTURE Exhibit 4.7 Execution Version NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE O |
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| July 16, 2025 |
Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT between SEQUANS COMMUNICATIONS SA and EACH INVESTOR LISTED ON THE SIGNATURE PAGE HERETO Dated July 7, 2025 TABLE OF CONTENTS Page ARTICLE I REGISTRATION RIGHTS 1 Section 1.1 Resale Shelf Registration 1 Section 1.2 Expenses 2 Section 1.3 Suspensions 2 Section 1.4 Registration Procedures 3 Section 1.5 Effectiveness Period 3 Section 1.6 Ind |
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| July 16, 2025 |
Exhibit 3.1 Société Anonyme with a share capital of €14,233,965.42 Registered office : Forest - 15-55 boulevard Charles de Gaulle – 92700 COLOMBES Trade Register N°: 450 249 677 RCS Nanterre B Y L A W S As amended on July 4, 2025 Article 1 – Legal Form The company is a “société anonyme” (French corporation) governed by corporate law, subject to specific laws governing the company and to these by-l |
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| July 16, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form F-3 (Form Type) Sequans Communications S. |
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| July 16, 2025 |
As filed with the Securities and Exchange Commission on July 16, 2025 As filed with the Securities and Exchange Commission on July 16, 2025 Registration No. |
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| July 16, 2025 |
SEQUANS COMMUNICATIONS S.A. SECURITIES PURCHASE AGREEMENT Exhibit 10.1 Execution Version SEQUANS COMMUNICATIONS S.A. SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is made as of June 22, 2025, by and between Sequans Communications S.A., a société anonyme incorporated in the French Republic (the “Company”), and each purchaser listed on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers” a |
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| July 16, 2025 |
SEQUANS COMMUNICATIONS S.A. SECURED CONVERTIBLE DEBENTURE Exhibit 4.6 Execution Version NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE O |
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| July 8, 2025 |
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 July 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 |
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| July 8, 2025 |
Sequans Closes $384 Million Strategic Investment to Launch Bitcoin Treasury Initiative NEWS Sequans Closes $384 Million Strategic Investment to Launch Bitcoin Treasury Initiative Raise consists of $195 Million PIPE and $189 Million in Convertible Debentures Will Use Net Proceeds to Launch Treasury Strategy Focused on Bitcoin Transaction Reflects Strong Conviction in Bitcoin as a Premier Asset and Compelling Long-Term Investment Paris – July 8, 2025 – Sequans Communications S. |
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| July 1, 2025 |
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 July 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 |
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| July 1, 2025 |
NYSE: SQNS Investor Presentation July 2025 Safe Harbor This presentation contains certain statements that are, or may be deemed to be, forward-looking statements with respect to a proposed Bitcoin treasury strategy and related equity and debt financings, including statements regarding the proposed partnership between Sequans and Swan Bitcoin, the equity private placement (the “PIPE Financing”) and |
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| June 30, 2025 |
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 |
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| June 23, 2025 |
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 |
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| June 23, 2025 |
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 |
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| June 23, 2025 |
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 |
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| June 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K/A 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 : +3 |
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| June 23, 2025 |
TERMS AND CONDITIONS OF THE WARRANTS TERMS AND CONDITIONS OF THE WARRANTS THESE TERMS AND CONDITIONS OF THE WARRANTS DO NOT CONSTITUTE A CERTIFICATE REPRESENTING THE WARRANTS. |
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| June 23, 2025 |
Sequans Announces $384M Strategic Investment to Launch Bitcoin Treasury Initiative NEWS Sequans Announces $384M Strategic Investment to Launch Bitcoin Treasury Initiative Paris – June 23, 2025 – Sequans Communications S. |
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| June 23, 2025 |
SEQUANS COMMUNICATIONS S.A. SECURITIES PURCHASE AGREEMENT Exhibit 10.1 SEQUANS COMMUNICATIONS S.A. SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is made as of June 22, 2025, by and between Sequans Communications S.A., a société anonyme incorporated in the French Republic (the “Company”), and each purchaser listed on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers” and together with t |
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| June 23, 2025 |
SECURED CONVERTIBLE DEBENTURE PURCHASE AGREEMENT Exhibit 10.2 SECURED CONVERTIBLE DEBENTURE PURCHASE AGREEMENT THIS SECURED CONVERTIBLE DEBENTURE PURCHASE AGREEMENT (this “Agreement”), dated as of June 22, 2025, is between Sequans Communications S.A., a société anonyme incorporated in the French Republic (the “Company”), each purchaser listed on the signature pages hereto (each, a “Buyer” and collectively, the “Buyers”) and Hudson Bay PH XVI Ltd |
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| June 23, 2025 |
Exhibit 10.5 GUARANTY AND SECURITY AGREEMENT among SEQUANS COMMUNICATIONS S.A. and certain of its Subsidiaries as herein provided, as Guarantors and as Grantors and HUDSON BAY PH XVI LTD., as Collateral Agent dated as of [], 2025 Exhibit 10.5 TABLE OF CONTENTS Page Article I DEFINITIONS AND INTERPRETATION............................................................... 2 Section 1.01 Definitions.... |
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| June 23, 2025 |
Sequans Announces $384M Strategic Investment to Launch Bitcoin Treasury Initiative NEWS Sequans Announces $384M Strategic Investment to Launch Bitcoin Treasury Initiative Paris – June 23, 2025 – Sequans Communications S. |
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| June 23, 2025 |
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT between SEQUANS COMMUNICATIONS S.A. and EACH INVESTOR LISTED ON THE SIGNATURE PAGE HERETO Dated [ • ], 2025 Exhibit 10.4 TABLE OF CONTENTS Page ARTICLE I REGISTRATION RIGHTS....................................................................................... 1 Section 1.1.......... Resale Shelf Registration............................................... |
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| June 23, 2025 |
TERMS AND CONDITIONS OF THE PRE-FUNDED WARRANTS Exhibit 4.1 TERMS AND CONDITIONS OF THE PRE-FUNDED WARRANTS THESE TERMS AND CONDITIONS OF THE PRE-FUNDED WARRANTS DO NOT CONSTITUTE A CERTIFICATE REPRESENTING THE PRE-FUNDED WARRANTS. Sequans Communications S.A., a société anonyme organized under the laws of France and registered with the Register of Commerce and Companies (Registre du Commerce et des Sociétés) of Nanterre under number 450 249 677 |
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| June 23, 2025 |
SEQUANS COMMUNICATIONS S.A. SECURED CONVERTIBLE DEBENTURE Exhibit 4.3 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXC |
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| June 23, 2025 |
NEWS Sequans Receives Notice of Non-Compliance with NYSE Trading Share Price and Market Capitalization Listing Rules PARIS, France - June 23, 2025 - Sequans Communications S. |
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| June 23, 2025 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT between SEQUANS COMMUNICATIONS S.A. and EACH INVESTOR LISTED ON THE SIGNATURE PAGE HERETO Dated [ • ], 2025 Exhibit 10.3 TABLE OF CONTENTS Page ARTICLE I REGISTRATION RIGHTS........................................................................................ Section 1.1.......... Resale Shelf Registration................................................ |
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| June 16, 2025 |
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 |
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| June 16, 2025 |
AGENDA FOR THE ORDINARY AND EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING OF SEQUANS COMMUNICATIONS S. |
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| June 16, 2025 |
Ordinary General Meeting and Extraordinary Meeting of Shareholders of Sequans Communications Ordinary General Meeting and Extraordinary Meeting of Shareholders of Sequans Communications Date: June 30, 2025 See Voting Instruction On Reverse Side. |
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| May 27, 2025 |
Exhibit 1.01 Conflict Minerals Report of Sequans Communications S.A. in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report of Sequans Communications S.A. (“Sequans” or the “Company”) for calendar year 2024 in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934 (the “1934 Act”). Please refer to Rule 13p-1, Form S |
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| May 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Sequans Communications S.A. France 001-35135 20-1476299 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) Les Portes de la Défense, 15-55 Boulevard Charles de Gaulle, 92700, Colombes, France. (Address of principal e |
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| May 14, 2025 |
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 |
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| May 6, 2025 |
Sequans Communications Preliminary First Quarter 2025 Financial Results NEWS Sequans Communications Preliminary First Quarter 2025 Financial Results PARIS - May 6, 2025 - Sequans Communications S. |
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| May 6, 2025 |
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 |
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| April 30, 2025 |
Exhibit 12.2 Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Deborah Choate, certify that: 1 I have reviewed this Annual Report on Form 20-F of Sequans Communications S.A.; 2 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in |
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| April 30, 2025 |
Exhibit 12.1 Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Dr. Georges Karam, certify that: 1 I have reviewed this Annual Report on Form 20-F of Sequans Communications S.A.; 2 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, |
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| April 30, 2025 |
Exhibit 4.9(a) Information in this exhibit identified by [***] is confidential and has been excluded pursuant to Item 601(b)(10(iv) of Regulation S-K because it is both (i) not material and (ii) the type of information that the registrant customarily and actually treats and private and confidential. ASSET PURCHASE AGREEMENT BY AND AMONG QUALCOMM TECHNOLOGIES, INC., QUALCOMM FRANCE S.A.R.L., QUALCO |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT O |
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| April 30, 2025 |
ACQUIRED IP LICENSE AGREEMENT By and between Qualcomm Technologies, Inc. Sequans Communications S.A. Exhibit 4.9(b) Information in this exhibit identified by [***] is confidential and has been excluded pursuant to Item 601(b)(10(iv) of Regulation S-K because it is both (i) not material and (ii) the type of information that the registrant customarily and actually treats and private and confidential. ACQUIRED IP LICENSE AGREEMENT By and between Qualcomm Technologies, Inc. And Sequans Communications |
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| April 30, 2025 |
Exhibit 2.4 DESCRIPTION OF RIGHTS OF EACH CLASS OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of April 18, 2025, our share capital consisted of 253,875,282 issued ordinary shares, fully paid, and with a par value of €0.01 each, and total authorized capital of 397,969,965 ordinary shares. Each ADS represents ten ordinary shares. We have no preferred shares auth |
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| April 30, 2025 |
SEQUANS COMMUNICATIONS Société anonyme au capital de 2.462.620,04 euros Siège social : Les Portes de la Défense, 15-55 boulevard Charles de Gaulle - 92700 COLOMBES RCS Nanterre 450 249 677 Partner Warrants Issuance Agreement 2024 (1) SEQUANS COMMUNICATIONS (2) THE HOLDERS OF PARTNER WARRANTS 2024 Summary PREAMBLE : PRESENTATION OF THE ISSUANCE AGREEMENT Title 1. SUBSCRIPTION AND FEATURES OF Partne |
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| April 30, 2025 |
Société Anonyme with a share capital of € 2,514,089.22 Registered office : 15-55 boulevard Charles de Gaulles - 92700 COLOMBES Trade Register N° : 450 249 677 Nanterre BY LAWS As amended on December 10, 2024 Article 1 - Legal Form The company is a “société anonyme” (French corporation) governed by corporate law, subject to specific laws governing the company and to these by-laws. Article 2 - Compa |
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| April 30, 2025 |
Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Sequans Communications S.A. (the “Company”) on Form 20-F for the fiscal year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Deborah Choate, Chief Financial Offi |
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| April 30, 2025 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the following Registration Statements: (1) Registration Statement (Form S-8 No. |
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| April 30, 2025 |
SEQUANS COMMUNICATIONS Société anonyme au capital de 2 462 620.04 euros Siège social : Les Portes de la Défense, 15-55 boulevard Charles de Gaulle - 92700 COLOMBES RCS Nanterre 450 249 677 Regulations Restricted Share Award Plan – 2024 - CONTENTS - A.GENERAL PRINCIPLE OF RESTRICTED SHARE AWARDS A.LEGAL FRAMEWORK OF THE PLAN A.CHARACTERISTICS OF THE RESTRICTED SHARE AWARDS A.CONDITIONS FOR THE REST |
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| April 30, 2025 |
Director Warrants Issuance Agreement Director Warrants Issuance Agreement Dated June 28, 2024 (1) SEQUANS COMMUNICATIONS S. |
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| April 30, 2025 |
Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Sequans Communications S.A. (the “Company”) on Form 20-F for the fiscal year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dr. Georges Karam, Chief Executive O |
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| April 3, 2025 |
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 April 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 |
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| April 3, 2025 |
Sequans Communications Regains NYSE Listing Compliance Sequans Communications Regains NYSE Listing Compliance PARIS, France – April 3, 2025 – Sequans Communications S. |
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| February 25, 2025 |
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 February 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 : |
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| February 11, 2025 |
Sequans Communications Preliminary Fourth Quarter and full year 2024 Financial Results NEWS Sequans Communications Preliminary Fourth Quarter and full year 2024 Financial Results PARIS - February 11, 2024 - Sequans Communications S. |
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| February 11, 2025 |
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 February 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 : |
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| January 7, 2025 |
Orrick, Herrington & Sutcliffe LLP Orrick, Herrington & Sutcliffe LLP The Orrick Building 405 Howard Street San Francisco, CA 94105-2669 +1 415 773 5700 orrick. |
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| December 23, 2024 |
Orrick, Herrington & Sutcliffe LLP Orrick, Herrington & Sutcliffe LLP The Orrick Building 405 Howard Street San Francisco, CA 94105-2669 +1 415 773 5700 orrick. |
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| November 5, 2024 |
NEWS Sequans Communications Preliminary Third Quarter 2024 Financial Results $172 million Strategic Deal Proceeds Received on September 30, 2024; $85 Million of Debt Repaid Subsequent to Quarter End PARIS - November 5, 2024 - Sequans Communications S. |
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| November 5, 2024 |
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 November 2024 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 : |
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| September 30, 2024 |
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 2024 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 : |
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| September 30, 2024 |
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 2024 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 : |
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| September 30, 2024 |
Qualcomm and Sequans Complete Sale of 4G IoT Technology Qualcomm Contacts: Clare Conley, Communications Phone: 1-858-845-5959 Email: corpcomm@qualcomm. |
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| September 30, 2024 |
Qualcomm and Sequans Complete Sale of 4G IoT Technology Qualcomm Contacts: Clare Conley, Communications Phone: 1-858-845-5959 Email: corpcomm@qualcomm. |
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| September 27, 2024 |
Sequans Communications Announces Change in Ratio of American Depositary Shares to Ordinary Shares Sequans Communications Announces Change in Ratio of American Depositary Shares to Ordinary Shares PARIS, France – September 27, 2024 – Sequans Communications S. |
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| September 27, 2024 |
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 2024 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 : |
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| September 16, 2024 |
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 2024 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 : |
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| August 23, 2024 |
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 August 2024 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 : +3 |
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| August 23, 2024 |
Qualcomm and Sequans Reach Agreement on Sale of 4G IoT Technology Qualcomm Contacts: Clare Conley, Corporate Communications Phone: 1-858-845-5959 Email: corpcomm@qualcomm. |
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| August 23, 2024 |
Sequans Communications Preliminary Second Quarter 2024 Financial Results NEWS Sequans Communications Preliminary Second Quarter 2024 Financial Results •Agrees to Sell its 4G IoT Technology for $200M to Qualcomm While Retaining License for Ongoing Use and Development •Management to Hold a Conference Call Today, August 23, at 8:30 am ET PARIS - August 23, 2024 - Sequans Communications S. |
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| August 23, 2024 |
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 August 2024 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 : +3 |
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| June 28, 2024 |
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 2024 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 |
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| June 18, 2024 |
NEWS Sequans Provides Key Business Updates Advances on Key Business Initiatives. Reports First Quarter 2024 Summary Financial Results. PARIS - June 18, 2024 - Sequans Communications S.A. (NYSE: SQNS) (“Sequans” or the “Company”), a leading developer and provider of 5G/4G semiconductors and IoT modules, today provided updates on several key business initiatives and an overview of the first quarter |
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| June 18, 2024 |
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 2024 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 |
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| May 30, 2024 |
Exhibit 1.01 Conflict Minerals Report of Sequans Communications S.A. in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report of Sequans Communications S.A. (“Sequans” or the “Company”) for calendar year 2023 in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934 (the “1934 Act”). Please refer to Rule 13p-1, Form S |
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| May 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Sequans Communications S.A. France 001-35135 (State or other jurisdiction (Commission of incorporation or organization) File Number) Les Portes de la Défense, 15-55 Boulevard Charles de Gaulle, 92700, Colombes, France. (Address of principal executive offices) Deborah Choate. Chief Financia |
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| May 24, 2024 |
Ordinary General Meeting and Extraordinary Meeting of Shareholders of Sequans Communications Ordinary General Meeting and Extraordinary Meeting of Shareholders of Sequans Communications Date: June 28, 2024 See Voting Instruction On Reverse Side. |
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| May 24, 2024 |
AGENDA FOR THE ORDINARY AND EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING OF SEQUANS COMMUNICATIONS S. |
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| May 24, 2024 |
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 2024 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 |
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| May 17, 2024 |
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 2024 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 |
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| May 15, 2024 |
Exhibit 12.2 Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Deborah Choate, certify that: 1 I have reviewed this Annual Report on Form 20-F of Sequans Communications S.A.; 2 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in |
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| May 15, 2024 |
SEQUANS COMMUNICATIONS Société anonyme au capital de 2 330 932,50 euros Siège social : Les Portes de la Défense, 15-55 boulevard Charles de Gaulle - 92700 COLOMBES RCS Nanterre 450 249 677 Partner Warrants Issuance Agreement 2023-1 (1) SEQUANS COMMUNICATIONS (2) THE HOLDERS OF PARTNER WARRANTS 2023-1 Summary PREAMBLE : PRESENTATION OF THE ISSUANCE AGREEMENT Title 1. |
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| May 15, 2024 |
Director Warrants Issuance Agreement Director Warrants Issuance Agreement Director Warrants Issuance Agreement Director Warrants Issuance Agreement Dated June 27, 2023 (1) SEQUANS COMMUNICATIONS S. |
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| May 15, 2024 |
Exhibit 12.1 Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Dr. Georges Karam, certify that: 1 I have reviewed this Annual Report on Form 20-F of Sequans Communications S.A.; 2 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, |
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| May 15, 2024 |
Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Sequans Communications S.A. (the “Company”) on Form 20-F for the fiscal year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Deborah Choate, Chief Financial Offi |
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| May 15, 2024 |
Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Sequans Communications S.A. (the “Company”) on Form 20-F for the fiscal year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dr. Georges Karam, Chief Executive O |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT O |
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| May 15, 2024 |
Insider Trading Compliance Program: Statement of Policies on Trading in Securities Insider Trading Compliance Program: Statement of Policies on Trading in Securities To all Employees, Officers and Directors of Sequans Communications S. |
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| May 15, 2024 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the following Registration Statements: (1) Registration Statement (Form S-8 No. |
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| May 15, 2024 |
SEQUANS COMMUNICATIONS WARRANT AGREEMENT NEITHER THE WARRANTS NOR THE SHARES DELIVERABLE UPON EXERCISE OF THE WARRANTS (THE “WARRANT SHARES”) HAVE BEEN OR WILL BE REGISTERED WITH THE U. |
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| May 15, 2024 |
Société Anonyme with a share capital of € 2,467,692.56 Registered office : 15-55 boulevard Charles de Gaulles - 92700 COLOMBES Trade Register N° : 450 249 677 Nanterre BY LAWS As amended on March 5, 2024 Article 1 - Legal Form The company is a “société anonyme” (French corporation) governed by corporate law, subject to specific laws governing the company and to these by-laws. Article 2 - Company n |
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| May 15, 2024 |
SEQUANS COMMUNICATIONS Société anonyme au capital de 2 330 932,50 euros Siège social : Les Portes de la Défense, 15-55 boulevard Charles de Gaulle - 92700 COLOMBES RCS Nanterre 450 249 677 Regulations Restricted Share Award Plan – 2023-1 - CONTENTS - A. |
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| May 15, 2024 |
SEQUANS COMMUNICATIONS S.A. COMPENSATION RECOVERY POLICY (Adopted and approved on October 24, 2023) SEQUANS COMMUNICATIONS S.A. COMPENSATION RECOVERY POLICY (Adopted and approved on October 24, 2023) 1.Purpose Sequans Communications S.A. (collectively with its subsidiaries, the “Company”) is committed to promoting high standards of honest and ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, the Company has adopted this Compensation |
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| May 9, 2024 |
Sequans Receives Notice of Non-Compliance with NYSE Trading Share Price and Market Capitalization Listing Rules PARIS, France - May 9, 2024 - Sequans Communications S. |
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| May 9, 2024 |
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 2024 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 |
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| April 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K x Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report o |
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| April 25, 2024 |
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 Avril 2024 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 |
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| April 25, 2024 |
THIS UNSECURED PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS, BUT HAS BEEN ACQUIRED BY THE REGISTERED HOLDER HEREOF FOR PURPOSES OF INVESTMENT AND IN RELIANCE ON STATUTORY EXEMPTIONS UNDER THE SECURITIES ACT, AND UNDER ANY APPLICABLE STATE SECURITIES LAWS. |
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| April 9, 2024 |
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 Avril 2024 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 |
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| April 9, 2024 |
Sequans Secures Standstill Agreements on Existing Debt Maturities Sequans Secures Standstill Agreements on Existing Debt Maturities PARIS, France - April 9, 2024 - Sequans Communications S. |
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| March 25, 2024 |
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 March 2024 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 |
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| March 7, 2024 |
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 March 2024 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 |
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| March 7, 2024 |
Sequans Communications Announces Preliminary Fourth Quarter and Full Year 2023 Financial Results NEWS Sequans Communications Announces Preliminary Fourth Quarter and Full Year 2023 Financial Results PARIS - March 7, 2024 - Sequans Communications S. |
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| February 23, 2024 |
Exhibit (a)(5)(O) Renesas Announces Termination of Memorandum of Understanding and Tender Offer for Proposed Acquisition of Sequans TOKYO, Japan, February 23, 2024 – Renesas Electronics Corporation (TSE: 6723, “Renesas”) today announced that it has terminated the previously announced Memorandum of Understanding (“MOU”) between Renesas and Sequans Communications S. |
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| February 23, 2024 |
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 February 2024 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 : |
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| February 23, 2024 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 14) Sequans Communications S.A. (Name of Subject Company (Issuer)) Renesas Electronics Europe GmbH a wholly owned subsidiary of Renesas Electronics Corporation (Name of Filing Person - Offeror) |
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| February 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 13) Sequans Communications S.A. (Name of Subject Company (Issuer)) Renesas Electronics Europe GmbH a wholly owned subsidiary of Renesas Electronics Corporation (Name of Filing Person—Offeror) American Dep |
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| February 20, 2024 |
Exhibit (a)(5)(N) Renesas Extends Tender Offer for Proposed Acquisition of Sequans Shareholders to Receive U. |
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| February 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 13) SEQUANS COMMUNICATIONS S.A. (Name of Subject Company) SEQUANS COMMUNICATIONS S.A. (Name of Person Filing Statement) American Depositary Shares, each representing four (4) ordinary |
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| February 20, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 13) SEQUANS COMMUNICATIONS S.A. (Name of the Issuer) SEQUANS COMMUNICATIONS S.A. (Name of Person(s) Filing Statement) American Depositary Shares, each representing four (4) ordinary shares, nominal value € |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 7)* Sequans Communications S.A. (Name of Issuer) Ordinary Shares, nominal value €0.01 (Title of Class of Securities) 817323207 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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| February 13, 2024 |
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 February 2024 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 : |
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| February 13, 2024 |
SEQUANS COMMUNICATIONS S.A. SECURITY PURCHASE AGREEMENT (CONTRAT DE SOUSCRIPTION) Exhibit 4.1 SEQUANS COMMUNICATIONS S.A. SECURITY PURCHASE AGREEMENT (CONTRAT DE SOUSCRIPTION) This Security Purchase Agreement (this “Agreement”) is made as of February 12, 2024, by and between Sequans Communications S.A., a société anonyme incorporated in the French Republic (the “Company”), and Renesas Electronics America Inc. (“Purchaser”), a California corporation. The Company and Purchaser ar |
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| February 13, 2024 |
SEQUANS COMMUNICATIONS S.A. SUBORDINATED NOTE Exhibit 4.2 THE SECURITY REPRESENTED BY THIS INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE |
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| February 13, 2024 |
SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Sequans Communications S.A. (Name of Issuer) Ordinary Shares, nominal value €0.02 (Title of Class of Securities) 817323207 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 12, 2024 |
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 February 2024 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 : |
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| February 2, 2024 |
EX-99.(a)(5)(M) Exhibit (a)(5)(M) Renesas Extends Tender Offer for Proposed Acquisition of Sequans Shareholders to Receive U.S. $0.7575 per Ordinary Share and U.S. $3.03 per ADS in cash TOKYO, Japan and PARIS, France – February 2, 2024 – Renesas Electronics Corporation (TSE: 6723, “Renesas”) and Sequans Communications S.A. (NYSE: SQNS, “Sequans”) today announced that Renesas has extended the expir |
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| February 2, 2024 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 12) SEQUANS COMMUNICATIONS S.A. (Name of Subject Company) SEQUANS COMMUNICATIONS S.A. (Name of Person Filing Statement) American Depositary Shares, each representing four (4 |
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| February 2, 2024 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 12) Sequans Communications S.A. (Name of Subject Company (Issuer)) Renesas Electronics Europe GmbH a wholly owned subsidiary of Renesas Electronics Corporation (Name of Filing Person—Offeror) Am |
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| February 2, 2024 |
SC 13E3/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 12) SEQUANS COMMUNICATIONS S.A. (Name of the Issuer) SEQUANS COMMUNICATIONS S.A. (Name of Person(s) Filing Statement) American Depositary Shares, each representing four (4) ordinary shares, nomin |
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| January 22, 2024 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 11) SEQUANS COMMUNICATIONS S.A. (Name of Subject Company) SEQUANS COMMUNICATIONS S.A. (Name of Person Filing Statement) American Depositary Shares, each representing four (4 |
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| January 22, 2024 |
EX-99.(a)(1)(S) Exhibit (a)(1)(S) [DATE], 2024 Strictly Private and Confidential {{ Name }} {{ Address }} Dear {{ Name }}, All capitalized terms used in this letter and not otherwise defined herein are defined in the Cash Bonus Standard Terms which are attached to this letter. Bonus You are hereby granted an exceptional bonus (Bonus). Receipt of your Bonus is subject to your acceptance of the term |
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| January 22, 2024 |
EX-99.(a)(1)(R) Exhibit (a)(1)(R) On January , 2024 Re: Unvested Company RSAs and Unexercised Company Share Options Dear Sir/Madam, Reference is made to the cash tender offer initiated by Renesas Electronics Europe GmbH, a limited liability company incorporated under the laws of Germany (Gesellschaft mit beschränkter Haftung – GmbH) (the “Purchaser”), relating to all the ordinary shares (the “Comp |
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| January 22, 2024 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 11) Sequans Communications S.A. (Name of Subject Company (Issuer)) Renesas Electronics Europe GmbH a wholly owned subsidiary of Renesas Electronics Corporation (Name of Filing Person—Offeror) Am |
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| January 22, 2024 |
EX-99.(a)(5)(L) Exhibit (a)(5)(L) Renesas Extends Tender Offer for Proposed Acquisition of Sequans Shareholders to Receive U.S. $0.7575 per Ordinary Share and U.S. $3.03 per ADS in cash TOKYO, Japan and PARIS, France – January 22, 2024 – Renesas Electronics Corporation (TSE: 6723, “Renesas”) and Sequans Communications S.A. (NYSE: SQNS, “Sequans”) today announced that Renesas has extended the expir |
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| January 22, 2024 |
SC 13E3/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 11) SEQUANS COMMUNICATIONS S.A. (Name of the Issuer) SEQUANS COMMUNICATIONS S.A. (Name of Person(s) Filing Statement) American Depositary Shares, each representing four (4) ordinary shares, nomin |
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| January 16, 2024 |
SEQUANS COMMUNICATIONS S.A. 15-55 boulevard Charles de Gaulle 92700 Colombes, France Telephone: +33 (0) 1 70 72 16 00 NOTICE OF ORDINARY AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS To Be Held at 15-55 boulevard Charles de Gaulle, 92700 Colombes on February 12, 2024 at 11:00 a.m. Paris Time To Our Shareholders: Notice is hereby given that an ordinary and extraordinary general meeting (the “Co |
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| January 16, 2024 |
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 January 2024 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 : + |
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| January 16, 2024 |
TRANSLATION OF THE RESOLUTIONS SUBMITTED TO THE SHAREHOLDERS OF SEQUANS COMMUNICATIONS S. |
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| January 5, 2024 |
Exhibit (d)(17) Renesas Electronics Europe GmbH a limited liability company under the Laws of Germany (Gesellschaft mit beschränkter Haftung—GmbH) Arcadiastrasse 10 – 40472 Düsseldorf, Germany, registered with the German trade register under number HRB 3708 (the “Purchaser”) Attn: Sequans Communications SA Les Portes de la Défense 15-55 boulevard Charles de Gaulle 92700 Colombes France (the “Company”) Project Sting – Commitment Letter Strictly confidential December 28, 2023. |
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| January 5, 2024 |
Exhibit (a)(5)(K) Renesas Extends Tender Offer for Proposed Acquisition of Sequans Shareholders to Receive U. |
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| January 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 10) SEQUANS COMMUNICATIONS S.A. (Name of Subject Company) SEQUANS COMMUNICATIONS S.A. (Name of Person Filing Statement) American Depositary Shares, each representing four (4) ordinary |
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| January 5, 2024 |
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 January 2024 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 : + |
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| January 5, 2024 |
SC 13E3/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 10) SEQUANS COMMUNICATIONS S.A. (Name of the Issuer) SEQUANS COMMUNICATIONS S.A. (Name of Person(s) Filing Statement) American Depositary Shares, each representing four (4) ordinary shares, nomin |
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| January 5, 2024 |
SEQUANS COMMUNICATIONS S.A. SUBORDINATED NOTE Exhibit 4.2 THE SECURITY REPRESENTED BY THIS INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE |
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| January 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 10) Sequans Communications S.A. (Name of Subject Company (Issuer)) Renesas Electronics Europe GmbH a wholly owned subsidiary of Renesas Electronics Corporation (Name of Filing Person—Offeror) American Dep |
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| January 5, 2024 |
AMENDMENT NO. 3 TO MEMORANDUM OF UNDERSTANDING Exhibit (d)(18) AMENDMENT NO. 3 TO MEMORANDUM OF UNDERSTANDING This Amendment No. 3 (this “Amendment”) to that certain Memorandum of Understanding, dated as of August 4, 2023, as amended September 2, 2023 and December 4, 2023 (collectively, the “MoU”), by and between Renesas Electronics Corporation, a Japanese corporation (“Parent”), and Sequans Communications S.A., a société anonyme organized und |
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| January 5, 2024 |
SEQUANS COMMUNICATIONS S.A. SECURITY PURCHASE AGREEMENT (CONTRAT DE SOUSCRIPTION) Exhibit 4.1 SEQUANS COMMUNICATIONS S.A. SECURITY PURCHASE AGREEMENT (CONTRAT DE SOUSCRIPTION) This Security Purchase Agreement (this “Agreement”) is made as of November 8, 2023, by and between Sequans Communications S.A., a société anonyme incorporated in the French Republic (the “Company”), and Renesas Electronics America Inc. (“Purchaser”), a California corporation. The Company and Purchaser are |
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| December 19, 2023 |
SC 13E3/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 9) SEQUANS COMMUNICATIONS S.A. (Name of the Issuer) SEQUANS COMMUNICATIONS S.A. (Name of Person(s) Filing Statement) American Depositary Shares, each representing four (4) ordinary shares, nomina |
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| December 19, 2023 |
Exhibit (a)(5)(J) Renesas Extends Tender Offer for Proposed Acquisition of Sequans Shareholders to Receive U. |
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| December 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 9) Sequans Communications S.A. (Name of Subject Company (Issuer)) Renesas Electronics Europe GmbH a wholly owned subsidiary of Renesas Electronics Corporation (Name of Filing Person—Offeror) American Depo |
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| December 19, 2023 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 9) SEQUANS COMMUNICATIONS S.A. (Name of Subject Company) SEQUANS COMMUNICATIONS S.A. (Name of Person Filing Statement) American Depositary Shares, each representing four (4) |
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| December 18, 2023 |
Exhibit (a)(1)(K) On December 18, 2023 Re: Unvested Company RSAs and Unexercised Company Share Options Dear Sir/Madam, Reference is made to the cash tender offer to be initiated by Renesas Electronics Europe GmbH, a limited liability company incorporated under the laws of Germany (Gesellschaft mit beschränkter Haftung – GmbH) (the “Purchaser”), of all the ordinary shares (the “Company Shares”) of Sequans Communications S. |
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| December 18, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 8) SEQUANS COMMUNICATIONS S.A. (Name of the Issuer) SEQUANS COMMUNICATIONS S.A. (Name of Person(s) Filing Statement) American Depositary Shares, each representing four (4) ordinary shares, nominal value €0 |
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| December 18, 2023 |
Exhibit (a)(1)(J) This document is important and should be read carefully. If you are in any doubt as to the action you should take regarding the contents of this letter, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other appropriate professional adviser authorised under the Financial Services and Market |
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| December 18, 2023 |
Exhibit (a)(5)(Q) Dear all, As publicly announced on August 7, 2023, Renesas proposes to make an all-cash offer to acquire all of the outstanding shares of Sequans (the “Offer”) for a price of $3. |
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| December 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 8) Sequans Communications S.A. (Name of Subject Company (Issuer)) Renesas Electronics Europe GmbH a wholly owned subsidiary of Renesas Electronics Corporation (Name of Filing Person—Offeror) American Depo |
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| December 18, 2023 |
Exhibit (a)(1)(H) On December 18, 2023 Re: Unvested Company RSAs, Unsellable Company Shares and Company Share Options Dear Sir/Madam, Reference is made to the cash tender offer to be initiated by Renesas Electronics Europe GmbH, a limited liability company incorporated under the laws of Germany (Gesellschaft mit beschränkter Haftung – GmbH) (the “Purchaser”), of all the ordinary shares (the “Company Shares”) of Sequans Communications S. |
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| December 18, 2023 |
Exhibit (a)(1)(N) On December 18, 2023 Re: Vested Company RSAs Dear Sir/Madam, Reference is made to a letter regarding Unvested Company RSAs and Unexercised Company Share Options, dated December 18, 2023 you have recently received (the “Letter”). |
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| December 18, 2023 |
Exhibit (a)(1)(P) On December 18, 2023 Re: Unvested Company RSAs and Unexercised Company Share Options Dear Sir/Madam, Reference is made to the cash tender offer to be initiated by Renesas Electronics Europe GmbH, a limited liability company incorporated under the laws of Germany (Gesellschaft mit beschränkter Haftung – GmbH) (the “Purchaser”), of all the ordinary shares (the “Company Shares”) of Sequans Communications S. |
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| December 18, 2023 |
Exhibit (a)(1)(O) On December 18, 2023 Re: Unvested Company RSAs and Unexercised Company Share Options Dear Sir/Madam, Reference is made to the cash tender offer to be initiated by Renesas Electronics Europe GmbH, a limited liability company incorporated under the laws of Germany (Gesellschaft mit beschränkter Haftung – GmbH) (the “Purchaser”), of all the ordinary shares (the “Company Shares”) of Sequans Communications S. |
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| December 18, 2023 |
Exhibit (a)(1)(I) On December 18, 2023 Re: Unvested Company RSAs and Unexercised Company Share Options Dear Sir/Madam, Reference is made to the cash tender offer to be initiated by Renesas Electronics Europe GmbH, a limited liability company incorporated under the laws of Germany (Gesellschaft mit beschränkter Haftung – GmbH) (the “Purchaser”), of all the ordinary shares (the “Company Shares”) of Sequans Communications S. |
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| December 18, 2023 |
Exhibit (a)(1)(Q) On December 18, 2023 Re: Exercise and cancellation of Company Warrants and tender of the underlying vested shares Dear Sir/Madam, Reference is made to the cash tender offer to be initiated by Renesas Electronics Europe GmbH, a limited liability company incorporated under the laws of Germany (Gesellschaft mit beschränkter Haftung – GmbH) (the “Purchaser”), of all the ordinary shares (the “Company Shares”) of Sequans Communications S. |
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| December 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 8) SEQUANS COMMUNICATIONS S.A. (Name of Subject Company) SEQUANS COMMUNICATIONS S.A. (Name of Person Filing Statement) American Depositary Shares, each representing four (4) ordinary |
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| December 18, 2023 |
Exhibit (a)(1)(M) On December 18, 2023 Re: Unvested Company RSAs and Unexercised Company Share Options Dear Sir/Madam, Reference is made to the cash tender offer to be initiated by Renesas Electronics Europe GmbH, a limited liability company incorporated under the laws of Germany (Gesellschaft mit beschränkter Haftung – GmbH) (the “Purchaser”), of all the ordinary shares (the “Company Shares”) of Sequans Communications S. |
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| December 18, 2023 |
Exhibit (a)(1)(L) On December 18, 2023 Re: Unvested Company RSAs and Unexercised Company Share Options Dear Sir/Madam, Reference is made to the cash tender offer to be initiated by Renesas Electronics Europe GmbH, a limited liability company incorporated under the laws of Germany (Gesellschaft mit beschränkter Haftung – GmbH) (the “Purchaser”), of all the ordinary shares (the “Company Shares”) of Sequans Communications S. |
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| December 5, 2023 |
AMENDMENT NO. 2 TO MEMORANDUM OF UNDERSTANDING AMENDMENT NO. 2 TO MEMORANDUM OF UNDERSTANDING This Amendment No. 2 (this “Amendment”) to that certain Memorandum of Understanding, dated as of August 4, 2023, as amended August 31, 2023 (the “MoU”), by and between Renesas Electronics Corporation, a Japanese corporation (“Parent”) and Sequans Communications S.A., a société anonyme organized under the laws of France (the “Company”), is made and ent |
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| December 5, 2023 |
Exhibit (a)(5)(H) Renesas Extends Tender Offer and Receives Taiwan Merger Control Approval for Proposed Acquisition of Sequans Shareholders to Receive U. |
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| December 5, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 7) SEQUANS COMMUNICATIONS S.A. (Name of the Issuer) SEQUANS COMMUNICATIONS S.A. (Name of Person(s) Filing Statement) American Depositary Shares, each representing four (4) ordinary shares, nominal value €0 |
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| December 5, 2023 |
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 December 2023 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 : |
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| December 5, 2023 |
AMENDMENT NO. 2 TO MEMORANDUM OF UNDERSTANDING Exhibit (d)(14) AMENDMENT NO. 2 TO MEMORANDUM OF UNDERSTANDING This Amendment No. 2 (this “Amendment”) to that certain Memorandum of Understanding, dated as of August 4, 2023, as amended August 31, 2023 (the “MoU”), by and between Renesas Electronics Corporation, a Japanese corporation (“Parent”) and Sequans Communications S.A., a société anonyme organized under the laws of France (the “Company”), |
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| December 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7) Sequans Communications S.A. (Name of Subject Company (Issuer)) Renesas Electronics Europe GmbH a wholly owned subsidiary of Renesas Electronics Corporation (Name of Filing Person—Offeror) American Depo |
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| December 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7) SEQUANS COMMUNICATIONS S.A. (Name of Subject Company) SEQUANS COMMUNICATIONS S.A. (Name of Person Filing Statement) American Depositary Shares, each representing four (4) ordinary |
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| November 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6) SEQUANS COMMUNICATIONS S.A. (Name of Subject Company) SEQUANS COMMUNICATIONS S.A. (Name of Person Filing Statement) American Depositary Shares, each representing four (4) ordinary |
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| November 20, 2023 |
Exhibit (a)(5)(G) Renesas Extends Tender Offer for Proposed Acquisition of Sequans Shareholders to Receive U. |
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| November 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6) Sequans Communications S.A. (Name of Subject Company (Issuer)) Renesas Electronics Europe GmbH a wholly owned subsidiary of Renesas Electronics Corporation (Name of Filing Person—Offeror) American Depo |
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| November 20, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 6) SEQUANS COMMUNICATIONS S.A. (Name of the Issuer) SEQUANS COMMUNICATIONS S.A. (Name of Person(s) Filing Statement) American Depositary Shares, each representing four (4) ordinary shares, nominal value €0 |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) SEQUANS COMMUNICATIONS S.A. (Name of Subject Company) SEQUANS COMMUNICATIONS S.A. (Name of Person Filing Statement) American Depositary Shares, each representing four (4) ordinary |
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| November 13, 2023 |
SEQUANS COMMUNICATIONS S.A. SECURITY PURCHASE AGREEMENT (CONTRAT DE SOUSCRIPTION) Exhibit 4.1 SEQUANS COMMUNICATIONS S.A. SECURITY PURCHASE AGREEMENT (CONTRAT DE SOUSCRIPTION) This Security Purchase Agreement (this “Agreement”) is made as of November 8, 2023, by and between Sequans Communications S.A., a société anonyme incorporated in the French Republic (the “Company”), and Renesas Electronics America Inc. (“Purchaser”), a California corporation. The Company and Purchaser are |
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| November 13, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 5) SEQUANS COMMUNICATIONS S.A. (Name of the Issuer) SEQUANS COMMUNICATIONS S.A. (Name of Person(s) Filing Statement) American Depositary Shares, each representing four (4) ordinary shares, nominal value €0 |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K/A (Amendment No. 1) Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of November 2023 Commission File Number: 001-35135 Sequans Communications S.A. (Translation of Registrant’s name into English) 15-55 boulevard Charles de Gaulle 92700 Colombes, |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) Sequans Communications S.A. (Name of Subject Company (Issuer)) Renesas Electronics Europe GmbH a wholly owned subsidiary of Renesas Electronics Corporation (Name of Filing Person—Offeror) American Depo |
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| November 9, 2023 |
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 November 2023 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 : |
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| November 9, 2023 |
SEQUANS COMMUNICATIONS S.A. SECURITY PURCHASE AGREEMENT (CONTRAT DE SOUSCRIPTION) Exhibit 4.1 SEQUANS COMMUNICATIONS S.A. SECURITY PURCHASE AGREEMENT (CONTRAT DE SOUSCRIPTION) This Security Purchase Agreement (this “Agreement”) is made as of November 8, 2023, by and between Sequans Communications S.A., a société anonyme incorporated in the French Republic (the “Company”), and Renesas Electronics America Inc. (“Purchaser”), a California corporation. The Company and Purchaser are |
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| November 9, 2023 |
SEQUANS COMMUNICATIONS S.A. SUBORDINATED NOTE Exhibit 4.2 THE SECURITY REPRESENTED BY THIS INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE |
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| November 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) Sequans Communications S.A. (Name of Subject Company (Issuer)) Renesas Electronics Europe GmbH a wholly owned subsidiary of Renesas Electronics Corporation (Name of Filing Person—Offeror) American Depo |
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| November 6, 2023 |
Exhibit (a)(5)(F) Renesas Extends Tender Offer and Receives UK NSIA Clearance for Proposed Acquisition of Sequans Shareholders to Receive U. |
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| November 6, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 4) SEQUANS COMMUNICATIONS S.A. (Name of the Issuer) SEQUANS COMMUNICATIONS S.A. (Name of Person(s) Filing Statement) American Depositary Shares, each representing four (4) ordinary shares, nominal value €0 |
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| November 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) SEQUANS COMMUNICATIONS S.A. (Name of Subject Company) SEQUANS COMMUNICATIONS S.A. (Name of Person Filing Statement) American Depositary Shares, each representing four (4) ordinary |
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| November 2, 2023 |
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 November 2023 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 : |
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| November 2, 2023 |
Sequans Communications Announces Third Quarter 2023 Financial Results NEWS Sequans Communications Announces Third Quarter 2023 Financial Results PARIS - November 2, 2023 - Sequans Communications S. |
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| October 27, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Sequans Communications S.A. (Name of Issuer) Ordinary Shares, nominal value €0.01 per share (Title of Class of Securities) 817323207** (CUSIP Number) B. Riley Asset Management, LLC 3811 Turtle Creek Boulevard, Suite 2100 Dallas, TX 75219 Eleazer Klein, Esq. Adriana |
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| October 20, 2023 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) SEQUANS COMMUNICATIONS S.A. (Name of Subject Company) SEQUANS COMMUNICATIONS S.A. (Name of Person Filing Statement) American Depositary Shares, each representing four (4) |
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| October 20, 2023 |
EX-99.(a)(5)(E) Exhibit (a)(5)(E) Renesas Extends Tender Offer for Proposed Acquisition of Sequans Shareholders to Receive U.S. $0.7575 per Ordinary Share and U.S. $3.03 per ADS in cash TOKYO, Japan and PARIS, France – October 20, 2023 – Renesas Electronics Corporation (TSE: 6723, “Renesas”) and Sequans Communications S.A. (NYSE: SQNS, “Sequans”) today announced that Renesas has extended the expir |
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| October 20, 2023 |
SC 13E3/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 3) SEQUANS COMMUNICATIONS S.A. (Name of the Issuer) SEQUANS COMMUNICATIONS S.A. (Name of Person(s) Filing Statement) American Depositary Shares, each representing four (4) ordinary shares, nomina |
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| October 20, 2023 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) Sequans Communications S.A. (Name of Subject Company (Issuer)) Renesas Electronics Europe GmbH a wholly owned subsidiary of Renesas Electronics Corporation (Name of Filing Person—Offeror) Ame |
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| October 5, 2023 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) SEQUANS COMMUNICATIONS S.A. (Name of Subject Company) SEQUANS COMMUNICATIONS S.A. (Name of Person Filing Statement) American Depositary Shares, each representing four (4) |
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| October 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Sequans Communications S.A. (Name of Subject Company (Issuer)) Renesas Electronics Europe GmbH a wholly owned subsidiary of Renesas Electronics Corporation (Name of Filing Person—Offeror) American Depo |
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| October 5, 2023 |
SC 13E3/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 2) SEQUANS COMMUNICATIONS S.A. (Name of the Issuer) SEQUANS COMMUNICATIONS S.A. (Name of Person(s) Filing Statement) American Depositary Shares, each representing four (4) ordinary shares, nomina |
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| October 5, 2023 |
EX-99.(a)(5)(d) Exhibit (a)(5)(D) Renesas Extends Tender Offer and Receives CFIUS Clearance for Proposed Acquisition of Sequans Shareholders to Receive U.S. $0.7575 per Ordinary Share and U.S. $3.03 per ADS in cash TOKYO, Japan and PARIS, France – October 5, 2023 – Renesas Electronics Corporation (TSE: 6723, “Renesas”) and Sequans Communications S.A. (NYSE: SQNS, “Sequans”) today announced that (i |
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| October 4, 2023 |
SEQUANS COMMUNICATIONS USER EQUIPMENT SOLUTION LTE TECHNOLOGY ACCESS AND LICENSE AGREEMENT Exhibit (d)(7) CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. |
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| October 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Sequans Communications S.A. (Name of Subject Company (Issuer)) Renesas Electronics Europe GmbH a wholly owned subsidiary of Renesas Electronics Corporation (Name of Filing Person—Offeror) American Depo |
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| October 4, 2023 |
SEQUANS COMMUNICATIONS S.A. SECURITIES PURCHASE AGREEMENT Exhibit (e)(62) SEQUANS COMMUNICATIONS S.A. SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is made as of September 26, 2023, by and between Sequans Communications S.A., a société anonyme incorporated in the French Republic (the “Company”), and the purchaser listed on Exhibit A hereto (the “Purchaser”). The Company and the Purchaser are referred to hereinafter e |
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| October 4, 2023 |
Project Sting Individual Term Sheet Exhibit (d)(1) Project Sting Individual Term Sheet Confidential The aim of the present term sheet (the “Individual Term Sheet”) is to set out the main terms and principles of the employment aspects as have been agreed between the parties in principle and which will be implemented in favor of GK in the context of the contemplated acquisition by Renesas Electronics Corporation or an affiliate of Sequans Communication SA (the “Company”) through a tender offer (the “Transaction”) as described in a Memorandum of Understanding executed on the date hereof between the parties hereto (the “MoU”). |
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| October 4, 2023 |
SEQUANS COMMUNICATIONS USER EQUIPMENT SOLUTION 5G TECHNOLOGY ACCESS AND LICENSE AGREEMENT EX-99.(d)(8) Exhibit (d)(8) CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT HAS BEEN OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”. SEQUANS COMMUNICATIONS USER EQUIPMENT SOLUTION 5G TECHNOLOGY ACCESS AND LICENSE AGREEM |
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| October 4, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 1) SEQUANS COMMUNICATIONS S.A. (Name of the Issuer) SEQUANS COMMUNICATIONS S.A. (Name of Person(s) Filing Statement) American Depositary Shares, each representing four (4) ordinary shares, nominal value €0 |
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| October 4, 2023 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) SEQUANS COMMUNICATIONS S.A. (Name of Subject Company) SEQUANS COMMUNICATIONS S.A. (Name of Person Filing Statement) American Depositary Shares, each representing four (4) |
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| October 4, 2023 |
October 4, 2023 Orrick, Herrington & Sutcliffe LLP The Orrick Building 405 Howard Street VIA EDGAR San Francisco, CA 94105-2669 +1 415 773 5700 orrick. |
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| October 4, 2023 |
IP LICENSE AGREEMENT SILICON AND SOFTWARE SYSTEMS LIMITED SEQUANS COMMUNICATIONS EX-99.(d)(9) Exhibit (d)(9) CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT HAS BEEN OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”. IP LICENSE AGREEMENT BETWEEN SILICON AND SOFTWARE SYSTEMS LIMITED AND SEQUANS COMMUNIC |
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| October 2, 2023 |
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 October 2023 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 : + |
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| September 11, 2023 |
RIGHT OF FIRST NOTIFICATION AGREEMENT Exhibit (d)(6) RIGHT OF FIRST NOTIFICATION AGREEMENT THIS RIGHT OF FIRST NOTIFICATION AGREEMENT (this “Agreement”) is made and entered into as of January 11, 2022 by and between Renesas Electronics Corporation, a Japanese corporation (the “Investor”), and Sequans Communications S. |
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| September 11, 2023 |
AMENDMENT NO. 1 TO MEMORANDUM OF UNDERSTANDING EX-99.(D)(2) Exhibit (d)(2) AMENDMENT NO. 1 TO MEMORANDUM OF UNDERSTANDING This Amendment No. 1 (this “Amendment”) to that certain Memorandum of Understanding, dated as of August 4, 2023 (the “MoU”), by and between Renesas Electronics Corporation, a Japanese corporation (“Parent”) and Sequans Communications S.A., a société anonyme organized under the laws of France (the “Company”), is made and ent |
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| September 11, 2023 |
EX-99.(a)(1)(G) Exhibit (a)(1)(g) This announcement is not an offer to purchase or a solicitation of an offer to sell Ordinary Shares or ADSs (each as defined below). The Offer (as defined below) is made upon the terms and subject to the conditions set forth in the Offer to Purchase (as defined below), dated as of September 11, 2023, and the accompanying Ordinary Share Acceptance Form and ADS Lett |
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| September 11, 2023 |
SEQUANS COMMUNICATIONS USER EQUIPMENT SOLUTION 5G TECHNOLOGY ACCESS AND LICENSE AGREEMENT EX-99.(d)(8) Exhibit (d)(8) CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT HAS BEEN OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”. SEQUANS COMMUNICATIONS USER EQUIPMENT SOLUTION 5G TECHNOLOGY ACCESS AND LICENSE AGREEM |
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| September 11, 2023 |
EX-99.(e)(5)(D) Exhibit (e)(5)(D) PERMANENT EMPLOYMENT CONTRACT BETWEEN: SEQUANS COMMUNICATIONS Société Anonyme, with share capital of €431,246.44, registered with the Nanterre Trade and Companies Registry under number 450 249 677, headquartered at Bâtiment CitiCenter, 19 Le Parvis de la Défense, 92073 Paris La Défense Cedex, represented by Mr. Georges Karam, Chief Executive Officer, duly authoriz |
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| September 11, 2023 |
SC 13E3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 SEQUANS COMMUNICATIONS S.A. (Name of the Issuer) SEQUANS COMMUNICATIONS S.A. (Name of Person(s) Filing Statement) American Depositary Shares, each representing four (4) ordinary shares, nominal value €0.01 per sh |
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| September 11, 2023 |
Exhibit (e)(5)(E) Offer letter For the attention of: Nikhil TALUJA Date of offer: 6 July 2016 Date offer expires: 29 July 2016 Dear Nikhil, I am very pleased to offer you the position of Vice-President, Worldwide Sales for Sequans Communications (“Sequans”). |
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| September 11, 2023 |
EX-99.(a)(5)(a) Exhibit (a)(5)(A) Renesas Commences Tender Offer for All Outstanding Shares and ADSs of Sequans Shareholders to Receive U.S. $0.7575 per Ordinary Share and U.S. $3.03 per ADS in cash TOKYO, Japan and PARIS, France – September 11, 2023 – Renesas Electronics Corporation (TSE: 6723, “Renesas”) and Sequans Communications S.A. (NYSE: SQNS, “Sequans”) today announced that Renesas has com |
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| September 11, 2023 |
MUTUAL NONDISCLOSURE AGREEMENT EX-99.(d)(10) Exhibit (d)(10) MUTUAL NONDISCLOSURE AGREEMENT THIS AGREEMENT is made as of March 7, 2023 by and between Sequans Communications S.A., a French corporation with its principal office at 15-55 boulevard Charles de Gaulle, 92700 Colombes, France (“Sequans”), and Renesas Electronics Corporation, a Japanese corporation with its principal place of business at 3-2-24 Toyosu, Koto-ku, Tokyo 1 |
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| September 11, 2023 |
SEQUANS COMMUNICATIONS USER EQUIPMENT SOLUTION LTE TECHNOLOGY ACCESS AND LICENSE AGREEMENT EX-99.(d)(7) Exhibit (d)(7) CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT HAS BEEN OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”. SEQUANS COMMUNICATIONS USER EQUIPMENT SOLUTION LTE TECHNOLOGY ACCESS AND LICENSE AGREE |
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| September 11, 2023 |
IP LICENSE AGREEMENT SILICON AND SOFTWARE SYSTEMS LIMITED SEQUANS COMMUNICATIONS Exhibit (d)(9) CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. |
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| September 11, 2023 |
EX-99.(C)(3) Exhibit (c)(3) Project Sequoia – Materials for Discussion DRAFT, PRELIMINARY, AND SUBJECT TO CONFIRMATION & MATERIAL REVISION June 27, 2023 STRICTLY PRIVATE & CONFIDENTIAL - DRAFT AND SUBJECT TO CHANGE - Presentation Basis ▪ This presentation was prepared on a confidential basis exclusively for the benefit and use of the Board of Directors of Sting (the “Company”). This presentation i |
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| September 11, 2023 |
EX-99.(C)(2) Exhibit (c)(2) Project Sequoia – Materials for Discussion DRAFT, PRELIMINARY, AND SUBJECT TO CONFIRMATION & MATERIAL REVISION April 23, 2023 STRICTLY PRIVATE & CONFIDENTIAL - DRAFT AND SUBJECT TO CHANGE - Presentation Basis ▪ This presentation was prepared on a confidential basis exclusively for the benefit and use of the Board of Directors of Sting (the “Company”). This presentation |
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| September 11, 2023 |
EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH ALL OF THE OUTSTANDING ORDINARY SHARES INCLUDING AMERICAN DEPOSITARY SHARES REPRESENTING ORDINARY SHARES OF SEQUANS COMMUNICATIONS S.A. FOR U.S. $0.7575 PER ORDINARY SHARE AND U.S. $3.03 PER AMERICAN DEPOSITARY SHARE BY RENESAS ELECTRONICS EUROPE GMBH A DIRECT WHOLLY OWNED SUBSIDIARY OF RENESAS ELECTRONICS CORPORATION T |
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| September 11, 2023 |
Exhibit (a)(1)(B) ORDINARY SHARE ACCEPTANCE FORM TO TENDER ORDINARY SHARES OF SEQUANS COMMUNICATIONS S. |
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| September 11, 2023 |
EX-99.(a)(1)(D) Exhibit (a)(1)(D) OFFER TO PURCHASE FOR CASH ALL OF THE OUTSTANDING ORDINARY SHARES INCLUDING AMERICAN DEPOSITARY SHARES REPRESENTING ORDINARY SHARES OF SEQUANS COMMUNICATIONS S.A. PURSUANT TO THE OFFER TO PURCHASE DATED SEPTEMBER 11, 2023 BY RENESAS ELECTRONICS EUROPE GMBH A DIRECT WHOLLY OWNED SUBSIDIARY OF RENESAS ELECTRONICS CORPORATION THE OFFER AND WITHDRAWAL RIGHTS WILL EXPI |
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| September 11, 2023 |
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 2023 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 : |
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| September 11, 2023 |
EX-99.(a)(1)(C) Exhibit (a)(1)(C) LETTER OF TRANSMITTAL TO TENDER AMERICAN DEPOSITARY SHARES OF SEQUANS COMMUNICATIONS S.A. AT U.S. $3.03 PER AMERICAN DEPOSITARY SHARE PURSUANT TO THE OFFER TO PURCHASE DATED SEPTEMBER 11, 2023 BY RENESAS ELECTRONICS EUROPE GMBH A DIRECT WHOLLY OWNED SUBSIDIARY OF RENESAS ELECTRONICS CORPORATION THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 |
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| September 11, 2023 |
EX-99.(a)(1)(E) Exhibit (a)(1)(E) OFFER TO PURCHASE FOR CASH ALL OF THE OUTSTANDING ORDINARY SHARES INCLUDING AMERICAN DEPOSITARY SHARES REPRESENTING ORDINARY SHARES OF SEQUANS COMMUNICATIONS S.A. PURSUANT TO THE OFFER TO PURCHASE DATED SEPTEMBER 11, 2023 BY RENESAS ELECTRONICS EUROPE GMBH A DIRECT WHOLLY OWNED SUBSIDIARY OF RENESAS ELECTRONICS CORPORATION THE OFFER AND WITHDRAWAL RIGHTS WILL EXPI |
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| September 11, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 SEQUANS COMMUNICATIONS S.A. (Name of Subject Company) SEQUANS COMMUNICATIONS S.A. (Name of Person Filing Statement) American Depositary Shares, each representing four (4) ordinary |
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| September 11, 2023 |
EX-99.(C)(5) Exhibit (c)(5) Project Sting Presentation to the Board of Directors of Sting August 3, 2023 STRICTLY PRIVATE & CONFIDENTIAL Presentation Basis ▪ This presentation was prepared on a confidential basis exclusively for the benefit and use of the Board of Directors of Sting (the “Company”). This presentation is subject to the assumptions, qualifications and limitations set forth herein. T |
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| September 11, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Schedule TO SEQUANS COMMUNICATIONS S. |
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| September 11, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Schedule 13E-3 (Form Type) SEQUANS COMMUNICATIONS S. |
