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 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, excluding the section titled “Q2 2020 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. 333-219430 and 333-226458).




EXPLANATORY NOTE


On July 28, 2020, Sequans Communications S.A. issued a press release announcing its preliminary
financial results for the second quarter 2020 ended June 30, 2020.  A copy of the press release is attached to this Form 6-K as Exhibit 99.1 and is incorporated herein by reference. 

The financial results for the first quarter 2020 ended March 31, 2020 were previously reported on a preliminary basis as the Company had not finalized its valuation of the March 20, 2020 amendments to the Company's five issues of convertible debt. The updated and final financial results for the first quarter, including the non-cash impact of the convertible debt amendments, are presented in Exhibit 99.2.


EXHIBIT INDEX

The following exhibit is filed as part of this Form 6-K:
Exhibit Description
99.1 Press release dated July 28, 2020
99.2 Updated and final unaudited condensed financial statements for the quarter ended March 31, 2020



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 28, 2020 By:    /s/ Deborah Choate  
    Deborah Choate   
    Chief Financial Officer  
 
 




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