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 2020
Commission
File Number: 001-35135
Sequans
Communications S.A.
(Translation of
Registrant’s name into English)
15-55
boulevard Charles de Gaulle
92700
Colombes, France
Telephone :
+33 1 70 72 16 00
(Address of
Principal Executive Office)
Indicate by check
mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F: Form 20-F R Form 40-F £
Indicate by check
mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): Yes £ NoR
Note:
Regulation S-T
Rule 101(b)(1) only permits the submission in paper of a Form
6-K if submitted solely to provide an attached annual report to
security holders.
Indicate by check
mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): Yes £ NoR
Note:
Regulation S-T
Rule 101(b)(7) only permits the submission in paper of a Form
6-K if submitted to furnish a report or other document that the
registrant foreign private issuer must furnish and make public
under the laws of the jurisdiction in which the registrant is
incorporated, domiciled or legally organized (the registrant’s
“home country”), or under the rules of the home country exchange on
which the registrant’s securities are traded, as long as the report
or other document is not a press release, is not required to be and
has not been distributed to the registrant’s security holders, and,
if discussing a material event, has already been the subject of a
Form 6-K submission or other Commission filing on EDGAR.
The information
in this report, furnished on Form 6-K, shall be incorporated by
reference into each of the following Registration Statements under
the Securities Act of 1933, as amended, of the registrant: Form S-8
(File Nos. 333-177919, 333-180487, 333-187611, 333-194903,
333-203539, 333-211011, 333-214444, 333-215911, 333-219430,
333-233473 and 333-226458) and Form F-3 (File
No. 333-221919).
Exercise of Over-Allotment Option for 728,155 ADSs
On May 28, 2020,
B. Riley FBR, Inc., as representative of several other
underwriters, exercised an over-allotment option (the
“Option”)
in full to purchase 728,155 additional American Depositary Shares
(“ADSs”)
from Sequans Communications S.A. (the “Company”)
at the public offering price of $5.15 per ADS for approximate net
proceeds to the Company of $3,749,998.25 under the Option. The
Option exercise closed on June 4, 2020.
A copy of the
press release announcing the underwriters’ exercise of the Option
is attached as Exhibit 99.1 and incorporated herein by reference.
For more information regarding the offering, please refer to the
Company’s Current Report on Form 6-K furnished on May 14,
2020.
A copy of the
legal opinion and consent of Orrick, Herrington & Sutcliffe
(Europe) LLP relating to the ordinary shares represented by
the ADSs
is attached hereto as Exhibit 5.1.
EXHIBIT
INDEX
The following
exhibit is filed as part of this Form 6-K:
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Exhibit
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Description
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5.1
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Opinion of Orrick, Herrington
& Sutcliffe (Europe) LLP
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99.1
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Press release dated June 4,
2020
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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.
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SEQUANS
COMMUNICATIONS S.A.
(Registrant)
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Date: June 4,
2020
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By:
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/s/ Deborah
Choate
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Deborah
Choate
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Chief Financial
Officer
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