6-K

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 2012

Commission File Number: 001-35135

Sequans Communications S.A.

(Translation of Registrant’s name into English)

19 Le Parvis

92073 Paris-La Défense, France

Telephone : +33 1 70 72 16 00

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F  x            Form 40-F  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes  ¨             No  x

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes  ¨            No  x

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes  ¨            No  x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-            .

EXPLANATORY NOTE

On July 26, 2012, Sequans Communications S.A. issued a press release announcing financial results for the second quarter ended June 30, 2012. A copy of the press release is attached to this Form 6-K as Exhibit 99.1 and is incorporated herein by reference.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SEQUANS COMMUNICATIONS S.A.
	(Registrant)
Date: July 26, 2012	By:	/s/ Deborah Choate
		Deborah Choate
		Chief Financial Officer

3

EXHIBIT INDEX

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

Exhibit	Description
99.1	Press release dated July 26, 2012

EX-99.1

Exhibit 99.1

NEWS

Sequans Communications Announces Second Quarter 2012 Financial Results

PARIS, France – July 26, 2012 – Sequans Communications S.A. (NYSE: SQNS), a 4G chipmaker supplying LTE and WiMAX chips to equipment manufacturers for mobile operators worldwide, today announced financial results for the second quarter ended June 30, 2012.

Second Quarter 2012 Highlights:

Revenues, gross margin and non-IFRS earnings per share are in line with guidance.

Revenue: Revenue of $7.0 million increased 71% sequentially from the first quarter of 2012 and decreased 77% compared to the second quarter of 2011. The sequential increase reflects an increase in shipments of LTE products and a resumption of orders for WiMAX products from a historically large customer. The decrease compared to the prior year was due to lower sales to this same customer, following changes in the WiMAX market in the United States in the second half of 2011.

Gross margin: Gross margin was 54.2% compared to 57.4% in the first quarter of 2012 and 46.6% in the second quarter of 2011.

Operating income (loss): Operating loss was $8.0 million compared to an operating loss of $9.0 million in the first quarter of 2012 and an operating profit of $1.9 million in the second quarter of 2011.

Net profit (loss): Net loss was $8.3 million, or ($0.24) per diluted share/ADS, compared to a net loss of $9.0 million, or ($0.26) per diluted share/ADS in the first quarter of 2012 and a net profit of $0.1 million, or $0.00 per diluted share/ADS in the second quarter of 2011.

Non-IFRS Net profit (loss): Excluding stock-based compensation, non-IFRS net loss was $7.4 million, or ($0.21) per diluted share/ADS, compared to a non-IFRS net loss of $7.7 million, or ($0.22) per diluted share/ADS in the first quarter of 2012, and a non-IFRS net profit of $2.8 million, or $0.08 per diluted share/ADS, in the second quarter of 2011.

In millions of US$ except percentages, shares and per share amounts	Key Metrics
	Q2 2012			%*			Q1 2012			%*			Q2 2011		%*
Revenues	$	7.0					$	4.1					$	30.6
Gross profit		3.8			54.2	%		2.4			57.4	%		14.3		46.6	%
Operating income (loss)		(8.0	)		-113.1	%		(9.0	)		-219.4	%		1.9		6.2	%
Net profit (loss)		(8.3	)		-118.0	%		(9.0	)		-220.2	%		0.1		0.2	%
Diluted EPS	$	(0.24	)				$	(0.26	)				$	0.00
Number of diluted shares/ADS		34,678,812						34,670,306						35,209,641
Cash flow from (used in) operations		(6.4	)					(6.4	)					0.3
Cash and cash equivalents at quarter-end		40.7						49.3						61.9
Additional information:
Stock-based compensation included in operating result		0.9						1.3						1.7
Non-IFRS diluted EPS (excludes stock-based compensation)	$	(0.21	)				$	(0.22	)				$	0.08

* Percentage of revenues

“We are pleased to report sequential revenue growth at the high end of our guidance,” said Georges Karam, Sequans CEO. “Our objective during this transition phase is to continue making important progress in the LTE market, while we limit our operating loss with continued stringent control of our expenses. During the second quarter we implemented some optimization of our organization, resulting in a reduction of our workforce by about 10%.

Sequans reports second quarter 2012 financial results

Page 2

“We achieved a very important milestone for the company at the end of June when we began volume shipments of all three chips in our second generation LTE platform. We also achieved true, sustained 150 Mbps throughput over a 20 MHz FDD channel, showing that our currently-shipping platform provides the highest possible LTE performance. We made key technology announcements regarding interference mitigation technology and a new reference solution for mobile 4G Voice over LTE. Based on the advanced capabilities of our LTE platform, we achieved design wins in several countries, and we strengthened our relationships with several key operators via collaboration on additional advanced features and capabilities, setting the stage for more progress in the future,” concluded Mr. Karam.

Outlook

The following statements are based on management’s current assumptions and expectations. These statements are forward-looking and actual results may differ materially. Sequans undertakes no obligation to update these statements.

Sequans expects revenue for the third quarter of 2012 to be in the range of $8 to $9 million, with gross margin around 50%. Based on this revenue range and expected gross margin, and assuming an exchange rate of 1 euro = $1.26, non-IFRS net loss per diluted share/ADS is expected to be between ($0.17) and ($0.19) for the third quarter of 2012, with approximately 34.7 million weighted average number of diluted shares/ADSs. Non-IFRS EPS guidance excludes the impact of stock based compensation.

Conference Call and Webcast

Sequans plans to conduct a teleconference and live webcast to discuss the financial results for the second quarter of 2012 today, July 26, 2012 at 8:00 a.m. EDT /14:00 CET. To participate in the live call, analysts and investors should dial 800-230-1074 (or +1 612-234-9960 if outside the U.S.). A live and archived webcast of the call will be available from the Investors section of the Sequans website at www.sequans.com/investors/. A replay of the conference call will be available until August 26, 2012, by dialing toll free 800-475-6701 in the U.S., or +1 320-365-3844 from outside the U.S., using the following access code:252559.

Forward Looking Statements

This press release may contain projections or other forward-looking statements regarding future events or our future financial performance. All statements other than present and historical facts and conditions contained in this release, including any statements regarding our future results of operations and financial positions, business strategy, plans and our objectives for future operations, are forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). These statements are only predictions and reflect our current beliefs and expectations with respect to future events and are based on assumptions and subject to risk and uncertainties and subject to change at any time. We operate in a very competitive and rapidly changing environment. New risks emerge from time to time. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. Actual events or results may differ materially from those contained in the projections or forward-looking statements. Some of the factors that could cause actual results to differ materially from the forward-looking statements contained herein include, without limitation: (i) the contraction or lack of growth of markets in which we compete and in which our products are sold, including WiMAX and LTE markets, (ii) unexpected increases in our expenses, including manufacturing expenses, (iii) our inability to adjust spending quickly enough to offset any unexpected revenue shortfall, (iv) delays or cancellations in spending by our customers, (v) unexpected average selling price reductions, (vi) the significant fluctuation to which our quarterly revenue and operating results are subject due to cyclicality in the wireless communications industry and transitions to new process technologies, (vii) our inability to anticipate the future market demands and future needs of our customers, (viii) our inability to achieve new design wins, and (ix) other factors detailed in documents we file from time to time with the Securities and Exchange Commission. Forward-looking statements in this release are made pursuant to the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995.

Use of Non-IFRS/non-GAAP Financial Measures

To supplement our unaudited consolidated financial statements prepared in accordance with IFRS, we disclose certain non-IFRS, or non-GAAP, financial measures. These measures exclude non-cash charges. We believe that these measures can be useful to facilitate comparisons among different companies. These non-GAAP measures have limitations in that the non-GAAP measures we use may not be directly comparable to those reported by other companies. We seek to compensate for this limitation by providing a detailed reconciliation of the non-GAAP financial measures to the most directly comparable IFRS measures in the table attached to this press release.

Sequans reports second quarter 2012 financial results

Page 3

About Sequans Communications

Sequans Communications is a 4G chipmaker, supplying LTE and WiMAX chips to equipment manufacturers for mobile operators worldwide. Founded in 2003 to address the WiMAX market, the company expanded in early 2009 to address the LTE market. Sequans chips are inside 4G networks around the world. Sequans is based in Paris, France with additional offices throughout the world, including United States, United Kingdom, Israel, Hong Kong, Singapore, Taiwan, South Korea and China. www.sequans.com

SOURCE: Sequans Communications S.A.

Media Relations: Kimberly Tassin, +1.425.736.0569, Kimberly@sequans.com

Investor Relations: Claudia Gatlin, +1 212.830.9080, Claudia@sequans.com

Condensed financial tables follow

Sequans reports second quarter 2012 financial results

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SEQUANS COMMUNICATIONS S.A.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three months ended
(in thousands of US$, except share and per share amounts)	June 30, 2012			March 31, 2012			June 30, 2011
Revenue :
Product revenue		5,990			3,314			30,006
Other revenue		1,045			793			601
Total revenue		7,035			4,107			30,607
Cost of revenue
Cost of product revenue		3,177			1,707			16,287
Cost of other revenue		44			44			44
Total cost of revenue		3,221			1,751			16,331
Gross profit		3,814			2,356			14,276
Operating expenses :
Research and development		7,657			7,025			6,767
Sales and marketing		2,009			2,230			3,488
General and administrative		2,108			2,112			2,126
Total operating expenses		11,774			11,367			12,381
Operating income (loss)		(7,960	)		(9,011	)		1,895
Financial income (expense):
Interest income (expense), net		46			31			(151	)
Foreign exchange gain (loss)		(354	)		(8	)		103
Change in the fair value of convertible notes option component		—			—			(1,651	)
Profit (loss) before income taxes		(8,268	)		(8,988	)		196
Income tax expense		36			55			138
Profit (loss)		(8,304	)		(9,043	)		58
Attributable to :
Shareholders of the parent		(8,304	)		(9,043	)		58
Minority interests		—			—			—
Basic earnings (loss) per share	$	(0.24	)	$	(0.26	)	$	0.00
Diluted earnings (loss) per share	$	(0.24	)	$	(0.26	)	$	0.00
Number of shares used for computing:
— Basic		34,678,812			34,670,306			33,435,416
— Diluted		34,678,812			34,670,306			35,209,641

Sequans reports second quarter 2012 financial results

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SEQUANS COMMUNICATIONS S.A.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands of US$, except share and per share amounts)	Six months ended
	June 30 , 2012			June 30 , 2011
Revenue :
Product revenue		9,304			54,850
Other revenue		1,838			1,147
Total revenue		11,142			55,997
Cost of revenue
Cost of product revenue		4,884			28,587
Cost of other revenue		88			129
Total cost of revenue		4,972			28,716
Gross profit		6,170			27,281
Operating expenses :
Research and development		14,682			12,745
Sales and marketing		4,239			6,617
General and administrative		4,220			3,707
Total operating expenses		23,141			23,069
Operating income (loss)		(16,971	)		4,212
Financial income (expense):
Interest income (expense), net		77			(336	)
Foreign exchange gain (loss)		(362	)		(104	)
Change in the fair value of convertible notes option component		—			(1,651	)
Profit (Loss) before income taxes		(17,256	)		2,121
Income tax expense (benefit)		91			168
Profit (Loss)		(17,347	)		1,953
Attributable to :
Shareholders of the parent		(17,347	)		1,953
Minority interests		—			—
Basic earnings (loss) per share	$	(0.50	)	$	0.06
Diluted earnings (loss) per share	$	(0.50	)	$	0.06
Number of shares used for computing:
— Basic		34,674,648			30,595,087
— Diluted		34,674,648			32,369,312

Sequans reports second quarter 2012 financial results

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SEQUANS COMMUNICATIONS S.A.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(in thousands of US$)	At June 30, 2012			At December 31, 2011
ASSETS
Non-current assets
Property, plant and equipment		10,121			9,334
Intangible assets		4,078			4,233
Loan and other receivables		519			531
Available for sale assets		753			677
Total non-current assets		15,471			14,775
Current assets
Inventories		10,450			11,660
Trade receivables		7,522			8,373
Prepaid expenses and other receivables		2,689			2,571
Recoverable value added tax		526			2,008
Research tax credit receivable		6,370			4,423
Cash and cash equivalents		40,663			57,220
Total current assets		68,220			86,255
Total assets		83,691			101,030
EQUITY AND LIABILITIES
Equity
Issued capital, euro 0.02 nominal value, 34,683,839 shares authorized, issued and outstanding at June 30, 2012 (34,667,339 at December 31, 2011)		912			912
Share premium		129,308			129,283
Other capital reserves		11,591			9,368
Accumulated deficit		(72,038	)		(54,691	)
Other components of equity		(360	)		(628	)
Total equity		69,413			84,244
Non-current liabilities
Government grant advances and interest-free loans		241			385
Provisions		299			259
Deferred tax liabilities		59			55
Total non-current liabilities		599			699
Current liabilities
Trade payables		7,170			8,580
Government grant advances and interest-free loans		505			717
Other current liabilities		5,042			5,846
Deferred revenue		863			869
Provisions		99			75
Total current liabilities		13,679			16,087
Total equity and liabilities		83,691			101,030

Sequans reports second quarter 2012 financial results

Page 7

SEQUANS COMMUNICATIONS S.A.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six months ended June 30,
(in thousands of US$)	2012			2011
Operating activities
Loss before income taxes		(17,256	)		2,121
Non-cash adjustment to reconcile income before tax to net cash from (used in) operating activities
Depreciation and impairment of property, plant and equipment		2,298			1,829
Amortization and impairment of intangible assets		909			897
Share-based payment expense		2,223			1,597
Increase (decrease) in provisions		58			(153	)
Change in fair value of convertible notes option component		—			1,651
Financial expense (income)		(77	)		49
Foreign exchange loss (gain)		(11	)		474
Interest free financing benefit		—			178
Working capital adjustments
Decrease (Increase) in trade receivables and other receivables		2,100			(1,938	)
Decrease (Increase) in inventories		1,216			(2,364	)
Decrease (Increase) in research tax credit receivable		(1,947	)		(1,336	)
Increase (Decrease) in trade payables and other liabilities		(1,938	)		(2,216	)
Increase (Decrease) in deferred revenue		(6	)		(380	)
Increase (Decrease) in government grant advances		(242	)		(311	)
Income tax paid		(99	)		(160	)
Net cash flow used in operating activities		(12,772	)		(62	)
Investing activities
Purchase of intangible assets and property, plant and equipment		(3,828	)		(6,236	)
Purchase of financial assets		(64	)		(346	)
Net cash flow used in investments activities		(3,892	)		(6,582	)
Financing activities
IPO proceeds, net of costs		—			59,956
Proceeds from exercice of stock options and founders’ warrants		25			343
Repayment of borrowings		—			(36	)
Interest received (paid)		77			(184	)
Repayment of interest-free loans		—			(1,321	)
Net cash flows from financing activities		102			58,758
Net increase (decrease) in cash and cash equivalents		(16,562	)		52,114
Net foreign exchange difference		5			4
Cash and cash equivalent at January 1		57,220			9,739
Cash and cash equivalents at end of the period		40,663			61,857

Sequans reports second quarter 2012 financial results

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SEQUANS COMMUNICATIONS S.A.

UNAUDITED RECONCILIATION OF NON-IFRS FINANCIAL RESULTS

	Three months ended
(in thousands of US$, except share and per share amounts)	June 30, 2012									March 31, 2012			June 30, 2011
	IFRS (as reported)			Adjustments (*)			Non-IFRS			Non-IFRS			Non-IFRS
Revenue :
Product revenue		5,990						5,990			3,314			30,006
Other revenue		1,045						1,045			793			601
Total revenue		7,035			—			7,035			4,107			30,607
Cost of revenue
Cost of product revenue		3,177			42			3,135			1,642			16,227
Cost of other revenue		44						44			44			44
Total cost of revenue		3,221			42			3,179			1,686			16,271
Gross profit		3,814			(42	)		3,856			2,421			14,336
Operating expenses :
Research and development		7,657			280			7,377			6,641			6,480
Sales and marketing		2,009			210			1,799			1,961			3,244
General and administrative		2,108			385			1,723			1,524			1,583
Total operating expenses		11,774			875			10,899			10,126			11,307
Operating income (loss)		(7,960	)		(917	)		(7,043	)		(7,705	)		3,029
Financial income (expense):
Interest income (expense), net		46						46			31			(151	)
Foreign exchange gain (loss)		(354	)					(354	)		(8	)		103
Profit (loss) before income taxes		(8,268	)		(917	)		(7,351	)		(7,682	)		2,981
Income tax expense		36						36			55			138
Net profit (loss)		(8,304	)		(917	)		(7,387	)		(7,737	)		2,843
Attributable to :
Shareholders of the parent		(8,304	)					(7,387	)		(7,737	)		2,843
Minority interests		—						—			—			—
Basic earnings per share	$	(0.24	)				$	(0.21	)	$	(0.22	)	$	0.09
Diluted earnings per share	$	(0.24	)				$	(0.21	)	$	(0.22	)	$	0.08
Number of shares used for computing:
— Basic		34,678,812						34,678,812			34,670,306			33,435,416
— Diluted		34,678,812						34,678,812			34,670,306			35,209,641

(*) Adjustments related to stock based compensation

expenses according to IFRS 2

Sequans reports second quarter 2012 financial results

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SEQUANS COMMUNICATIONS S.A.

UNAUDITED RECONCILIATION OF NON-IFRS FINANCIAL RESULTS

	Six months ended
(in thousands of US$, except share and per share amounts)	June 30, 2012									June 30, 2011
	IFRS (as reported)			Adjustments (*)			Non-IFRS			Non-IFRS
Revenue :
Product revenue		9,304						9,304			54,850
Other revenue		1,838						1,838			1,147
Total revenue		11,142			—			11,142			55,997
Cost of revenue
Cost of product revenue		4,884			107			4,777			28,515
Cost of other revenue		88						88			129
Total cost of revenue		4,972			107			4,865			28,644
Gross profit		6,170			(107	)		6,277			27,353
Operating expenses :
Research and development		14,682			664			14,018			12,322
Sales and marketing		4,239			479			3,760			6,192
General and administrative		4,220			973			3,247			3,030
Total operating expenses		23,141			2,116			21,025			21,544
Operating income (loss)		(16,971	)		(2,223	)		(14,748	)		5,809
Financial income (expense):
Interest income (expense), net		77						77			(336	)
Foreign exchange gain (loss)		(362	)					(362	)		(104	)
Profit (loss) before income taxes		(17,256	)		(2,223	)		(15,033	)		5,369
Income tax expense		91						91			168
Net profit (loss)		(17,347	)		(2,223	)		(15,124	)		5,201
Attributable to :
Shareholders of the parent		(17,347	)					(15,124	)		5,201
Minority interests		—						—			—
Basic earnings per share	$	(0.50	)				$	(0.44	)	$	0.17
Diluted earnings per share	$	(0.50	)				$	(0.44	)	$	0.16
Number of shares used for computing:
— Basic		34,674,648						34,674,648			30,595,087
— Diluted		34,674,648						34,674,648			32,369,312

(*) Adjustments related to stock based compensation

expenses according to IFRS 2