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 February 2013

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-            .

Exhibit 99.1 to this report, furnished on Form 6-K, is furnished, not filed, and will not be incorporated by reference into any registration statement filed by the registrant under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

On February 7, 2013, Sequans Communications S.A. issued a press release announcing financial results for the fourth quarter and the year ended December 31, 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: February 7, 2013	By:	/s/ Deborah Choate
		Deborah Choate
		Chief Financial Officer

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EXHIBIT INDEX

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

Exhibit	Description
99.1	Press release dated February 7, 2013

EX-99.1

Exhibit 99.1

NEWS

Sequans Communications Announces Fourth Quarter and Full Year 2012

Financial Results

PARIS, France – February 7, 2013 – 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 fourth quarter and full year ended December 31, 2012.

Fourth Quarter 2012 Highlights:

Revenue: Revenue of $3.1 million decreased 60.8% sequentially from the third quarter of 2012, reflecting a decrease in shipments of WiMAX products, partially offset by increased LTE shipments. Revenue decreased 72.8% compared to the fourth quarter of 2011, due to lower sales of WiMAX products, following changes in the WiMAX market in the United States beginning in the second half of 2011.

Gross margin: Gross margin was 9.4%, including a provision for excess inventory totaling $0.9 million. This compares to gross margin of 48.0% in the third quarter of 2012 and 52.0% in the fourth quarter of 2011. Excluding this provision, gross margin in the fourth quarter would have been 36.6%.

Operating income (loss): Operating loss was $9.8 million compared to an operating loss of $6.0 million in the third quarter of 2012 and an operating loss of $5.0 million in the fourth quarter of 2011.

Net loss: Net loss was $9.9 million, or ($0.29) per diluted share/ADS, compared to a net loss of $5.8 million, or ($0.17) per diluted share/ADS in the third quarter of 2012 and a net loss of $5.6 million, or ($0.16) per diluted share/ADS in the fourth quarter of 2011.

Non-IFRS Net loss: Excluding stock-based compensation, non-IFRS net loss was $9.7 million, or ($0.28) per diluted share/ADS, compared to a non-IFRS net loss of $5.0 million, or ($0.15) per diluted share/ADS in the third quarter of 2012, and a non-IFRS net loss of $4.3 million, or ($0.12) per diluted share/ADS, in the fourth quarter of 2011.

In millions of US$ except percentages, shares and per share amounts	Key Metrics
	Q4 2012			%*			Q3 2012			%*			Q4 2011			%*			Full year 2012			%*			Full year 2011			%*
Revenue	$	3.1					$	8.0					$	11.5					$	22.3					$	93.7
Gross profit		0.3			9.4	%		3.8			48.0	%		6.0			52.0	%		10.3			46.3	%		47.3			50.5	%
Operating income (loss)		(9.8	)		-314.2	%		(6.0	)		-74.7	%		(5.0	)		-43.4	%		(32.8	)		-147.2	%		1.1			1.1	%
Net profit (loss)		(9.9	)		-316.7	%		(5.8	)		-72.2	%		(5.6	)		-48.9	%		(33.0	)		-148.4	%		(0.4	)		-0.5	%
Diluted EPS	$	(0.29	)				$	(0.17	)				$	(0.16	)				$	(0.95	)				$	(0.01	)
Number of diluted shares/ADS		34,683,839						34,683,839						34,626,501						34,680,227						32,610,680
Cash flow from (used in) operations		(6.8	)					(3.3	)					(3.1	)					(22.9	)					2.8
Cash and cash equivalents at quarter-end		28.8						36.4						57.2						28.8						57.2
Additional information:
Stock-based compensation included in operating result		0.2						0.7						1.3						3.2						4.2
Non-IFRS diluted EPS (excludes stock-based compensation)	$	(0.28	)				$	(0.15	)				$	(0.12	)				$	(0.86	)				$	0.11

* Percentage of revenue

Full Year 2012 Highlights:

Revenue of $22.3 million in 2012 decreased 76.3% from 2011; gross margin declined to 46.3% in 2012 compared to 50.5% in 2011, primarily due to lower absorption of fixed costs resulting from decreased revenue.

Operating loss was $32.8 million in 2012 compared to operating income of $1.1 million in 2011, while the net loss was $33.0 million ($0.95 loss per diluted share/ADS) in 2012 compared to a net loss of $0.4 million ($0.01 loss per diluted share/ADS) in 2011. Excluding stock-based compensation, non-IFRS net loss was $29.8 million, or $(0.86) per diluted share/ADS in 2012, compared to a non-IFRS net profit of $3.7 million, or $0.11 per diluted share/ADS in 2011.

Sequans reports fourth quarter and full year 2012 financial results

Page 2

“Developments during the fourth quarter support our expectation that our LTE revenue will ramp in the second half of 2013,” said Georges Karam, Sequans CEO. “We completed Verizon’s certification process for our high-performance StreamrichLTE product, and we are working with several OEMs to serve the Verizon market opportunity. We won a significant portion of China Mobile’s first bid for expanded LTE field trials in China, and additional bids are expected to follow during this year. Our products performed well in field tests in India, where Reliance Infocomm is expected to launch commercial service in the second half of 2013, and we continue to engage with more operators including Softbank in Japan where we completed a successful trial of our LTE interference cancellation technology. Also, WiMAX operators planning a near-term transition to LTE have been testing our dual-mode WiMAX/LTE solution. We expect WiMAX revenue to continue, although at a low level, primarily in emerging markets where existing networks support the operators’ business case, with the potential to migrate to LTE in the future, leveraging our dual mode technology.

“We continue to expand the number of LTE projects with existing customers, we are adding new customers and we are seeing growing traction for LTE-only devices coming from Tier 1 operators in the U.S., Asia and Europe. This reinforces our decision to focus on maintaining our leadership in 4G and increases our confidence that, once LTE revenues begin to accelerate in the second half of 2013, we will be able to sustain our momentum,” 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 first quarter of 2013 to be in the range of $2.5 to $3.5 million, with non-IFRS gross margin around 48%. Based on this revenue range and expected gross margin, non-IFRS net loss per diluted share/ADS is expected to be between ($0.23) and ($0.25) for the first quarter of 2013, based on approximately 34.7 million weighted average number of diluted shares/ADSs. Non-IFRS EPS guidance excludes primarily 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 fourth quarter and full year 2012 today, February 7, 2013 at 8:00 a.m. EST /14:00 CET. To participate in the live call, analysts and investors should dial 800-230-1059 (or +1 612-234-9959 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 March 7, 2013, 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: 276747.

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 or for design wins to result in shipments of our products at levels and in the timeframes we currently expect, 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.

Sequans reports fourth quarter and full year 2012 financial results

Page 3

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 relating to stock-based compensation. 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 reconciliation of the non-GAAP financial measures to the most directly comparable IFRS measures in the table attached to this press release.

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 fourth quarter and full year 2012 financial results

Page 4

SEQUANS COMMUNICATIONS S.A.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three months ended
(in thousands of US$, except share and per share amounts)	Dec 31, 2012			Sept 30, 2012			Dec 31, 2011
Revenue :
Product revenue		2,844			7,452			10,996
Other revenue		286			530			491
Total revenue		3,130			7,982			11,487
Cost of revenue
Cost of product revenue		2,793			4,104			5,451
Cost of other revenue		44			44			64
Total cost of revenue		2,837			4,148			5,515
Gross profit		293			3,834			5,972
Operating expenses :
Research and development		7,271			6,455			5,676
Sales and marketing		853			1,470			3,094
General and administrative		2,005			1,871			2,190
Total operating expenses		10,129			9,796			10,960
Operating income (loss)		(9,836	)		(5,962	)		(4,988	)
Financial income (expense):
Interest income (expense), net		38			22			(26	)
Foreign exchange gain (loss)		(45	)		249			(469	)
Profit (loss) before income taxes		(9,843	)		(5,691	)		(5,483	)
Income tax expense		70			73			132
Profit (loss)		(9,913	)		(5,764	)		(5,615	)
Attributable to :
Shareholders of the parent		(9,913	)		(5,764	)		(5,615	)
Minority interests		—			—			—
Basic earnings (loss) per share	$	(0.29	)	$	(0.17	)	$	(0.16	)
Diluted earnings (loss) per share	$	(0.29	)	$	(0.17	)	$	(0.16	)
Number of shares used for computing:
— Basic		34,683,839			34,683,839			34,626,501
— Diluted		34,683,839			34,683,839			34,626,501

Sequans reports fourth quarter and full year 2012 financial results

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SEQUANS COMMUNICATIONS S.A.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Year ended December 31,
(in thousands of US$, except share and per share amounts)	2012			2011
Revenue :
Product revenue		19,600			91,742
Other revenue		2,654			1,972
Total revenue		22,254			93,714
Cost of revenue
Cost of product revenue		11,781			46,167
Cost of other revenue		176			247
Total cost of revenue		11,957			46,414
Gross profit		10,297			47,300
Operating expenses :
Research and development		28,408			24,935
Sales and marketing		6,562			12,963
General and administrative		8,096			8,327
Total operating expenses		43,066			46,225
Operating income (loss)		(32,769	)		1,075
Financial income (expense):
Interest income (expense), net		137			(389	)
Foreign exchange gain (loss)		(158	)		(744	)
Profit (Loss) before income taxes		(32,790	)		(58	)
Income tax expense (benefit)		234			371
Profit (Loss)		(33,024	)		(429	)
Attributable to :
Shareholders of the parent		(33,024	)		(429	)
Minority interests		—			—
Basic earnings (loss) per share	$	(0.95	)	$	(0.01	)
Diluted earnings (loss) per share	$	(0.95	)	$	(0.01	)
Number of shares used for computing:
— Basic		34,680,227			32,610,680
— Diluted		34,680,227			32,610,680

Sequans reports fourth quarter and full year 2012 financial results

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SEQUANS COMMUNICATIONS S.A.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

	At December 31,
(in thousands of US$)	2012			2011
ASSETS
Non-current assets
Property, plant and equipment		9,187			9,334
Intangible assets		4,184			4,233
Loan and other receivables		458			531
Available for sale assets		931			677
Total non-current assets		14,760			14,775
Current assets
Inventories		7,443			11,660
Trade receivables		5,528			8,373
Prepaid expenses and other receivables		2,873			2,571
Recoverable value added tax		415			2,008
Research tax credit receivable		8,632			4,423
Cash and cash equivalents		28,751			57,220
Total current assets		53,642			86,255
Total assets		68,402			101,030
EQUITY AND LIABILITIES
Equity
Issued capital, euro 0.02 nominal value, 34,683,839 shares authorized, issued and outstanding at December 31, 2012 (34,667,339 at December 31, 2011)		912			912
Share premium		129,309			129,283
Other capital reserves		12,556			9,368
Accumulated deficit		(87,715	)		(54,691	)
Other components of equity		409			(628	)
Total equity		55,471			84,244
Non-current liabilities
Government grant advances and interest-free loans		287			385
Finance lease obligations		236			—
Provisions		369			259
Deferred tax liabilities		85			55
Total non-current liabilities		977			699
Current liabilities
Trade payables		6,038			8,580
Government grant advances and interest-free loans		515			717
Finance lease obligations		129			—
Other current liabilities		4,133			5,846
Deferred revenue		609			869
Provisions		530			75
Total current liabilities		11,954			16,087
Total equity and liabilities		68,402			101,030

Sequans reports fourth quarter and full year 2012 financial results

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SEQUANS COMMUNICATIONS S.A.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year ended December 31,
(in thousands of US$)	2012			2011
Operating activities
Profit (loss) before income taxes		(32,790	)		(58	)
Non-cash adjustment to reconcile income before tax to net cash from (used in) operating activities
Depreciation and impairment of property, plant and equipment		4,442			4,066
Amortization and impairment of intangible assets		1,758			1,836
Share-based payment expense		3,188			4,174
Increase (decrease) in provisions		1,861			(31	)
Financial expense (income)		(137	)		471
Foreign exchange loss (gain)		(57	)		(508	)
Interest free financing benefit		—			178
Working capital adjustments
Decrease (Increase) in trade receivables and other receivables		3,678			5,144
Decrease (Increase) in inventories		3,369			(2,870	)
Decrease (Increase) in research tax credit receivable		(4,208	)		(2,422	)
Increase (Decrease) in trade payables and other liabilities		(3,317	)		(6,274	)
Increase (Decrease) in deferred revenue		(260	)		(24	)
Increase (Decrease) in government grant advances		(292	)		(521	)
Income tax paid		(104	)		(398	)
Net cash flow from (used in) operating activities		(22,869	)		2,763
Investing activities
Purchase of intangible assets and property, plant and equipment		(5,955	)		(11,042	)
Purchase of financial assets		(181	)		709
Net cash flow used in investments activities		(6,136	)		(10,333	)
Financing activities
IPO proceeds, net of costs		—			59,934
Proceeds from exercice of stock options and founders’ warrants		26			579
Proceeds from borrowings and finance lease liabilities		382			—
Repayment of borrowings and finance lease liabilities		(17	)		(3,479	)
Interest received (paid)		136			(656	)
Repayment of interest-free loans		—			(1,321	)
Net cash flows from financing activities		527			55,057
Net increase (decrease) in cash and cash equivalents		(28,478	)		47,487
Net foreign exchange difference		9			(6	)
Cash and cash equivalent at January 1		57,220			9,739
Cash and cash equivalents at end of the period		28,751			57,220

Sequans reports fourth quarter and full year 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)	Dec 31, 2012			Sept 30, 2012			Dec 31, 2011
Net IFRS profit (loss) as reported		(9,913	)		(5,764	)		(5,615	)
Add back
Stock-based compensation expense according to IFRS 2		222			744			1,324
Non-IFRS profit (loss) adjusted		(9,691	)		(5,020	)		(4,291	)
IFRS basic earnings (loss) per share as reported	$	(0.29	)	$	(0.17	)	$	(0.16	)
Add back
Stock-based compensation expense according to IFRS 2	$	0.01		$	0.02		$	0.04
Non-IFRS basic earnings (loss) per share	$	(0.28	)	$	(0.15	)	$	(0.12	)
IFRS diluted earnings (loss) per share	$	(0.29	)	$	(0.17	)	$	(0.16	)
Add back
Stock-based compensation expense according to IFRS 2	$	0.01		$	0.02		$	0.04
Non-IFRS diluted earnings (loss) per share	$	(0.28	)	$	(0.15	)	$	(0.12	)

Sequans reports fourth quarter and full year 2012 financial results

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SEQUANS COMMUNICATIONS S.A.

UNAUDITED RECONCILIATION OF NON-IFRS FINANCIAL RESULTS

	Year ended December 31,
(in thousands of US$, except share and per share amounts)	2012			2011
Net IFRS profit (loss) as reported		(33,024	)		(429	)
Add back
Stock-based compensation expense according to IFRS 2		3,189			4,174
Non-IFRS profit (loss) adjusted		(29,835	)		3,745
IFRS basic earnings (loss) per share as reported	$	(0.95	)	$	(0.01	)
Add back
Stock-based compensation expense according to IFRS 2	$	0.09		$	0.12
Non-IFRS basic earnings (loss) per share	$	(0.86	)	$	0.11
IFRS diluted earnings (loss) per share	$	(0.95	)	$	(0.01	)
Add back
Stock-based compensation expense according to IFRS 2	$	0.09		$	0.12
Non-IFRS diluted earnings (loss) per share	$	(0.86	)	$	0.11