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 May 2017

Commission File Number: 001-35135

Sequans Communications S.A.

(Translation of Registrant’s name into English)

15-55 boulevard Charles de Gaulle

92700 Colombes, France

Telephone : +33 1 70 72 16 00

(Address of Principal Executive Office)

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

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

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

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

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

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 £ NoR

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, except for the section entitled “Q2 2017 Outlook,” shall be incorporated by reference into each of the following Registration Statements under the Securities Act of 1933, as amended, of the registrant: Form S-8 (File Nos. 333-177919, 333-180487, 333-187611, 333-194903 333-203539, 333-211011, 333-214444 and 333-215911) and Form F-3 (File No. 333-198758).

EXPLANATORY NOTE

On May 2, 2017, Sequans Communications S.A. issued a press release announcing its financial results for the first quarter ended March 31, 2017.  A copy of the press release is attached to this Form 6-K as Exhibit 99.1 and is incorporated herein by reference. 

SIGNATURES

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

	SEQUANS COMMUNICATIONS S.A.  (Registrant)
Date: May 2, 2017	By:	/s/ Deborah Choate
		Deborah Choate
		Chief Financial Officer

EXHIBIT INDEX

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

Exhibit	Description
99.1	Press release dated May 2, 2017

EX-99.1

NEWS

Sequans Communications Announces First Quarter 2017

Financial Results

PARIS - May 2, 2017 - 4G chipmakerSequans Communications S.A. (NYSE: SQNS) today announced financial results for the first quarter ended March 31, 2017.

First Quarter 2017 Highlights:

Revenue: Revenue of $12.4 million decreased 10.9% compared to the fourth quarter of 2016 primarily as a result of the typical pattern of seasonality. Revenue increased 33.9% compared to the first quarter of 2016, due to higher product sales partly offset by lower license and service revenues.

Gross margin: Gross margin was 47.1% compared to gross margin of 38.2% in the fourth quarter of 2016 due to a more favorable product mix, and compared to 47.5% in the first quarter of 2016, due to a less favorable revenue mix in the first quarter of 2017 as a result of lower license and service revenues.

Operating loss: Operating loss was $4.2 million compared to an operating loss of $4.9 million in the fourth quarter of 2016 and an operating loss of $5.2 million in the first quarter of 2016.

Net loss: Net loss was $5.6 million, or ($0.07) per diluted share/ADS, compared to a net loss $5.4 million, or ($0.07) per diluted share/ADS, in the fourth quarter of 2016 and a net loss of $9.2 million, or ($0.16) per diluted share/ADS, in the first quarter of 2016.

Non-IFRS Net loss: Excluding the non-cash items of stock-based compensation and the fair-value (in 2016) and effective interest adjustments related to the convertible debt and other financings, non-IFRS net loss was $4.7 million, or ($0.06) per diluted share/ADS, compared to a non-IFRS net loss of $4.2 million, or ($0.06) per diluted share/ADS in the fourth quarter of 2016, and a non-IFRS net loss of $5.5 million, or ($0.09) per diluted share/ADS, in the first quarter of 2016.

Cash: Cash, cash equivalents and short-term deposit at March 31, 2017 totaled $14.5 million compared to $20.5 million at December 31, 2016.

In millions of US$ except percentages, shares and per share amounts	Key Metrics
	Q1 2017			%*		Q4 2016			%*		Q1 2016			%*
Revenue		$12.4					$14.0					$9.3
Gross profit	5.9			47.1	%	5.3			38.2	%	4.4			47.5	%
Operating loss	(4.2		)	(34.2	)%	(4.9		)	(34.9	)%	(5.2		)	(56.0	)%
Net loss	(5.6		)	(45.1	)%	(5.4		)	(38.5	)%	(9.2		)	(99.4	)%
Diluted EPS		($0.07	)				($0.07	)				($0.16	)
Weighted average number of diluted shares/ADS	75,043,865					74,501,387					59,196,482
Cash flow from (used in) operations	(9.9		)			(5.7		)			3.9
Cash, cash equivalents and short-term deposit at quarter-end	14.5					20.5					6.5
Additional information on non-cash items:
- Stock-based compensation included in operating result	0.3					0.5					0.3
- Change in the fair value of convertible debt embedded derivative	—					—					3.1
- Non-cash interest on convertible debt and other financing	0.6					0.7					0.4
Non-IFRS diluted EPS (excludes stock-based compensation, fair value and effective interest adjustments related to the convertible and other debt and embedded derivative)		($0.06	)				($0.06	)				($0.09	)

* Percentage of revenue

Sequans reports first quarter 2017 financial results

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“We are off to a good start in 2017, with key metrics meeting or exceeding expectations,” said Georges Karam, Sequans’ CEO. “Demand for our broadband solutions continues to increase; we have a backlog of IoT-related orders supporting the ramp of Cat 1 devices during the year, and we remain on track to grow at least 40% in 2017. Meanwhile, our design win momentum across our entire product line, with particularly strong interest in our Monarch Cat M1/NB1 platform for IoT, continues to position us to achieve even higher growth next year.”

Q2 2017 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 second quarter of 2017 to be in the range of $13.5 to $15.5 million with non-IFRS gross margin above 40%. Based on this revenue range and expected gross margin, non-IFRS net loss per diluted share/ADS is expected to be between ($0.05) and ($0.07) for the second quarter of 2017, based on approximately 75.1 million weighted average number of diluted shares/ADSs. Non-IFRS EPS guidance excludes the impact of stock based compensation, the non-cash fair-value and effective interest adjustments related to the convertible debt and other financings, and any other relevant non-cash or non-recurring expenses.

Conference Call and Webcast

Sequans plans to conduct a teleconference and live webcast to discuss the financial results for the first quarter of 2017 today, May 2, 2017 at 8:00 a.m. EDT /14:00 CEST. To participate in the live call, analysts and investors should dial 800-230-1074 (or +1 651-291-5254 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 June 2, 2017 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: 421729.

Forward Looking Statements

This press release contains projections and 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 and potential strategic partnerships, 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, (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, (ix) our inability to enter into and execute on strategic alliances, (x) the impact of natural disasters on our sourcing operations and supply chain, and (xi) 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 relating to stock-based compensation and the non-cash financial expense related to the convertible debt and its embedded derivative issued in April 2015 and April 2016. 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

Sequans reports first quarter 2017 financial results

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release. We are not able to provide a non-GAAP reconciliation for forward-looking IFRS estimates for gross margin and net loss per diluted share without unreasonable efforts, because certain adjustments are not known until the end of the period. The impact of these adjustments could be significant to our actual IFRS results.

About Sequans Communications

Sequans Communications S.A. (NYSE: SQNS) is a leading provider of single-mode 4G LTE wireless semiconductor solutions for Internet of Things (IoT) and a wide range of broadband data devices. Founded in 2003, Sequans has developed and delivered seven generations of 4G technology and its chips are certified and shipping in 4G networks around the world. Today, Sequans offers two LTE product lines: StreamliteLTE™, optimized for IoT and M2M devices and StreamrichLTE™, optimized for feature-rich mobile computing and home and portable router devices. The company is based in Paris, France with additional offices in the United States, United Kingdom, Sweden, Israel, Hong Kong, Singapore, Taiwan, South Korea, and China.

Visit Sequans online atwww.sequans.com; www.facebook.com/sequans; www.twitter.com/sequans

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

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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)		March 31, 2017			Dec 31, 2016			March 31, 2016
Revenue :
	Product revenue	$	9,640		$	11,947		$	5,412
	Other revenue	2,790			2,006			3,873
Total revenue		12,430			13,953			9,285
Cost of revenue
	Cost of product revenue	5,989			7,879			4,128
	Cost of other revenue	589			740			747
Total cost of revenue		6,578			8,619			4,875
Gross profit		5,852			5,334			4,410
Operating expenses :
	Research and development	6,194			6,327			6,727
	Sales and marketing	2,496			2,204			1,501
	General and administrative	1,411			1,669			1,378
Total operating expenses		10,101			10,200			9,606
Operating loss		(4,249		)	(4,866		)	(5,196		)
Financial income (expense):
	Interest income (expense), net	(1,038		)	(1,080		)	(628		)
	Change in the fair value of convertible debt embedded derivative	—			—			(3,127		)
	Foreign exchange gain (loss)	(246		)	670			(212		)
Loss before income taxes		(5,533		)	(5,276		)	(9,163		)
Income tax expense (benefit)		71			95			66
Loss		$	(5,604	)	$	(5,371	)	$	(9,229	)
Attributable to :
	Shareholders of the parent	(5,604		)	(5,371		)	(9,229		)
	Minority interests	—			—			—
Basic loss per share			($0.07	)		($0.07	)		($0.16	)
Diluted loss per share			($0.07	)		($0.07	)		($0.16	)
Weighted average number of shares used for computing:
— Basic		75,043,865			74,501,387			59,196,482
— Diluted		75,043,865			74,501,387			59,196,482

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SEQUANS COMMUNICATIONS S.A.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

		At March 31,			At December 31,
(in thousands of US$)		2017			2016
ASSETS
	Non-current assets
	Property, plant and equipment	$	6,302		$	6,659
	Intangible assets	7,450			7,707
	Deposits and other receivables	338			332
	Available for sale assets	315			310
	Total non-current assets	14,405			15,008
	Current assets
	Inventories	8,184			8,693
	Trade receivables	17,189			15,285
	Prepaid expenses and other receivables	2,923			3,172
	Recoverable value added tax	434			470
	Research tax credit receivable	2,980			1,902
	Short term deposit	345			345
	Cash and cash equivalents	14,162			20,202
	Total current assets	46,217			50,069
Total assets		$	60,622		$	65,077
EQUITY AND LIABILITIES
	Equity
	Issued capital, euro 0.02 nominal value, 75,122,137 shares authorized, issued and outstanding at March 31, 2017 (75,030,078 at December 31, 2016)	$	1,925		$	1,923
	Share premium	189,233			189,029
	Other capital reserves	28,598			28,257
	Accumulated deficit	(215,157		)	(209,553		)
	Other components of equity	(602		)	(796		)
	Total equity (deficit)	3,997			8,860
	Non-current liabilities
	Government grant advances, loans and other liabilities	5,001			5,144
	Convertible debt and accrued interest	17,199			16,338
	Provisions	1,332			1,306
	Other Liabilities	22			22
	Deferred revenue	1,940			1,940
	Total non-current liabilities	25,494			24,750
	Current liabilities
	Trade payables	12,585			18,358
	Interest-bearing receivables financing	11,882			7,712
	Government grant advances	560			601
	Other current liabilities	5,633			4,415
	Deferred revenue	424			335
	Provisions	47			46
	Total current liabilities	31,131			31,467
Total equity and liabilities		$	60,622		$	65,077

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SEQUANS COMMUNICATIONS S.A.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

			Three months ended March 31,
(in thousands of US$)			2017			2016
Operating activities
	Loss before income taxes		$	(5,533	)	$	(9,163	)
	Non-cash adjustment to reconcile income before tax to net cash from (used in) operating activities
		Depreciation and impairment of property, plant and equipment	691			796
		Amortization and impairment of intangible assets	569			489
		Share-based payment expense	341			253
		Increase in provisions	16			75
		Financial expense (income)	1,061			631
		Change in the fair value of convertible debt embedded derivative	—			3,127
		Foreign exchange loss (gain)	69			243
	Working capital adjustments
		Decrease (Increase) in trade receivables and other receivables	(1,671		)	7,041
		Decrease (Increase) in inventories	509			482
		Decrease (Increase) in research tax credit receivable	(1,078		)	(787		)
		Increase (Decrease) in trade payables and other liabilities	(4,726		)	1,367
		Increase (Decrease) in deferred revenue	89			(267		)
		Increase (Decrease) in government grant advances	(250		)	(382		)
	Income tax paid		2			(41		)
Net cash flow from (used in) operating activities			(9,911		)	3,864
Investing activities
	Purchase of intangible assets and property, plant and equipment		(419		)	(1,234		)
	Sale (purchase) of financial assets		(11		)	(31		)
	Sale of short-term deposit		—			(3		)
	Interest received		23			3
Net cash flow used in investments activities			(407		)	(1,265		)
Financing activities
	Proceeds from issue of warrants, exercise of stock options/warrants		206			129
	Proceeds from Interest-bearing receivables financing		4,170			(4,916		)
	Repayment of borrowings and finance lease liabilities		—			(12		)
	Interest paid		(101		)	(30		)
Net cash flows from (used in) financing activities			4,275			(4,829		)
	Net increase (decrease) in cash and cash equivalents		(6,043		)	(2,230		)
	Net foreign exchange difference		3			1
	Cash and cash equivalent at January 1		20,202			8,288
Cash and cash equivalents at end of the period			$	14,162		$	6,059

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SEQUANS COMMUNICATIONS S.A.

UNAUDITED RECONCILIATION OF NON-IFRS FINANCIAL RESULTS

(in thousands of US$, except share and per share amounts)			Three months ended
			March 31, 2017			Dec 31, 2016			March 31, 2016
Net IFRS loss as reported			$	(5,604	)	$	(5,371	)	$	(9,229	)
Add back
	Stock-based compensation expense according to IFRS 2 (1)		341			459			254
	Change in the fair value of convertible debt embedded derivative		—			—			3,127
	Non-cash interest on Convertible debt and other financing (2)		610			671			365
Non-IFRS loss adjusted			$	(4,653	)	$	(4,241	)	$	(5,483	)
IFRS basic loss per share as reported				($0.07	)		($0.07	)		($0.16	)
Add back
	Stock-based compensation expense according to IFRS 2 (1)			$0.00			$0.00			$0.01
	Change in the fair value of convertible debt embedded derivative			$0.00			$0.00			$0.05
	Non-cash interest on Convertible debt and other financing (2)			$0.01			$0.01			$0.01
Non-IFRS basic loss per share				($0.06	)		($0.06	)		($0.09	)
IFRS diluted loss per share				($0.07	)		($0.07	)		($0.16	)
Add back
	Stock-based compensation expense according to IFRS 2 (1)			$0.00			$0.00			$0.01
	Change in the fair value of convertible debt embedded derivative			$0.00			$0.00			$0.05
	Non-cash interest on Convertible debt and other financing (2)			$0.01			$0.01			$0.01
Non-IFRS diluted loss per share				($0.06	)		($0.06	)		($0.09	)
	(1) Included in the IFRS loss as follows:
		Cost of product revenue	$	3		$	—		$	4
		Research and development	109			192			108
		Sales and marketing	79			131			39
		General and administrative	150			136			103
	(2) Related to the difference between contractual and effective interests