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 2024
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. 333-187611, 333-194903, 333-203539, 333-211011, 333-214444, 333-215911, 333-219430, 333-226458, 333-233473, 333-239968, 333-259914 and 333-266481) and Form F-3 (File Nos. 333-250122, 333-255865 and 333-271884).
Notice of Failure to Satisfy Continued Listing Rules
On April 9, 2024, Sequans Communications S.A. (the “Company”) was notified by the New York Stock Exchange (the “NYSE”) that it is no longer in compliance with Sections 802.01B and 802.01C of the NYSE Listed Company Manual. The Company was notified by the NYSE that it was not in compliance with Section 802.01B (the “Market Cap Deficiency”) because it had an average global market capitalization over a consecutive 30 trading-day period below $50,000,000 and, at the same time, stockholders’ equity less than $50,000,000. The Company was concurrently notified by the NYSE that it was also not in compliance with Section 802.01C (the “Share Price Deficiency”, together with the Market Cap Deficiency, the “Deficiencies”) because the average closing price of the Company’s American Depositary Shares (ADSs) was less than $1.00 over a consecutive 30 trading-day period. The Notice does not result in the immediate delisting of the Company’s ADSs from the NYSE. The Company has notified the NYSE that it intends to cure the Deficiencies and return to compliance with the NYSE’s continued listing standard.
As required by the NYSE, the Company has notified the NYSE of its intent to cure the share price deficiency and to return to compliance with the Listing Rule. Under the Listing Rule, the Company has six months following receipt of the notification to regain compliance with the minimum share price requirement. The Company can regain compliance during the six-month cure period if on the last trading day of any calendar month during the period or on the last trading day of the period, the Company’s ADSs have a closing share price of at least $1.00 per share and an average closing share price of at least $1.00 per share over the previous 30 consecutive day trading period. If the Company is unable to regain compliance, the NYSE will initiate procedures to suspend and delist the ADSs.
In accordance with applicable NYSE procedures, the Company has 90 days from receipt of the Notice to submit a business plan advising the NYSE of the definitive action(s) the Company has taken, or is taking, that would bring it into compliance with continued listing standards within 18 months of receipt of the Notice (the “Market Cap Cure Period,” together with the Share Price Cure Period, the “Cure Periods”). The NYSE will review the plan and, within 45 days of its receipt, determine whether the Company has made a reasonable demonstration of an ability to conform to the relevant standards in the 18-month period. If the NYSE accepts the plan, the Company's ADSs will continue to be listed and traded on the NYSE during the 18-month period, subject to the Company's compliance with the other continued listing standards of the NYSE and continued periodic review by the NYSE of the Company's progress with respect to its plan. Sequans is currently evaluating its available options and developing a plan to regain compliance with the minimum global market capitalization requirement.
The NYSE notification has no immediate impact on the listing of the Company’s ADSs, which will continue to be listed and traded on the NYSE during this period, subject to the Company’s compliance with the other listing requirements of the NYSE. The ADSs will continue to trade under the symbol “SQNS,” but will have an added designation of “.BC” to indicate the status of the ADSs as “below compliance.”
On May 9, 2024, as required by the Listing Rule, the Company issued a press release announcing that it had received the notice. A copy of this press release is attached as Exhibit 99.1 to this Report on Form 6-K.
EXHIBIT INDEX
The following exhibit is filed as part of this Form 6-K: | | | | | |
Exhibit | Description |
| |
99.1 | Press release dated May 9, 2024 |
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 9, 2024 | By: | /s/ Deborah Choate | |
| | | Deborah Choate | |
| | | Chief Financial Officer | |
| |
Sequans Receives Notice of Non-Compliance with NYSE Trading Share Price and Market Capitalization Listing Rules
PARIS, France --- May 9, 2024 --- Sequans Communications S.A. (NYSE: SQNS) (“Sequans”) (the “Company”), a leading developer and provider of 5G/4G solutions for IoT devices, today announced that on April 9, 2024 it received a notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) informing the Company that it is no longer in compliance with Sections 802.01B and 802.01C of the NYSE Listed Company Manual.
The Company was notified by the NYSE that it was not in compliance with Section 802.01B (the “Market Cap Deficiency”) because it had an average global market capitalization over a consecutive 30 trading-day period below $50,000,000 and, at the same time, stockholders’ equity less than $50,000,000. The Company was concurrently notified by the NYSE that it was also not in compliance with Section 802.01C (the “Share Price Deficiency”, together with the Market Cap Deficiency, the “Deficiencies”) because the average closing price of the Company’s American Depositary Shares (ADSs) was less than $1.00 over a consecutive 30 trading-day period. The Notice does not result in the immediate delisting of the Company’s ADSs from the NYSE. The Company has notified the NYSE that it intends to cure the Deficiencies and return to compliance with the NYSE’s continued listing standard.
Share Price Deficiency
Under the NYSE standards, the Company has six months following receipt of the notification to regain compliance with the minimum share price requirement. The Company can regain compliance during the six-month cure period if on the last trading day of any calendar month during the period or on the last trading day of the period, the Company’s ADSs have a closing share price of at least $1.00 per share and an average closing share price of at least $1.00 per share over the previous 30 consecutive day trading period.
The Company intends to cure the price deficiency and return to compliance with the NYSE continued listing requirement within the applicable cure period. The NYSE notification does not affect the Company's business operations or its Securities and Exchange Commission reporting requirements and does not conflict with or cause an event of default under any of the Company's material debt agreements.
Market Cap Deficiency
In accordance with applicable NYSE procedures, the Company has 90 days from receipt of the Notice to submit a business plan advising the NYSE of the definitive action(s) the Company has taken, or is taking, that would bring it into compliance with continued listing standards within 18 months of receipt of the Notice (the “Market Cap Cure Period,” together with the Share Price Cure Period, the “Cure Periods”). The NYSE will review the plan and, within 45 days of its receipt, determine whether the Company has made a reasonable demonstration of an ability to conform to the relevant standards in the 18-month period. If the NYSE accepts the plan, the Company's ADSs will continue to be listed and traded on the NYSE during the 18-month period, subject to the Company's compliance with the other continued listing standards of the NYSE and continued periodic review by the NYSE of the Company's progress with respect to its plan. Sequans is currently evaluating its available options and developing a plan to regain compliance with the minimum global market capitalization requirement.
The Company’s ADSs will continue to be listed and trade on the NYSE during the Cure Periods, subject to the Company’s compliance with other NYSE continued listing standards.
Forward-Looking Statements
This press release includes forward-looking statements as defined under federal law, including, but not limited to, those related to the Company’s plans to regain compliance with the NYSE continued listing standards. These forward-looking statements are generally identified by the words “intend,” “will,” and similar expressions, although not all forward-looking statements contain these identifying words. Such statements are subject to significant risks, assumptions and uncertainties. Known material factors that could cause the Company’s actual results to differ materially from the results contemplated by such forward-looking statements are described in the forward-looking statements and risk factors in the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2022 and those risk factors set forth from time-to-time in other filings with the Securities and Exchange Commission. The Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required under federal securities laws.
About Sequans
Sequans Communications S.A. (NYSE: SQNS) is a leading developer and supplier of cellular IoT connectivity solutions, providing chips and modules for 5G/4G massive and broadband IoT. For 5G/4G massive IoT applications, Sequans provides a comprehensive product portfolio based on its flagship Monarch LTE-M/NB-IoT and Calliope Cat 1 chip platforms, featuring industry-leading low power consumption, a large set of integrated functionalities, and global deployment capability. For 5G/4G broadband IoT applications, Sequans offers a product portfolio based on its Cassiopeia Cat 4/Cat 6 4G and high-end Taurus 5G chip platforms, optimized for low-cost residential, enterprise, and industrial applications. Founded in 2003, Sequans is based in Paris, France with additional offices in the United States, United Kingdom, Israel, Hong Kong, Singapore, Finland, Taiwan, and China. Visit Sequans online at www.sequans.com , and follow us on Twitter and Linked In.
Investor Relations: Kim Rogers, Hayden IR, +1 385.831.7337, Kim@haydenir.com
Media Relations: Kimberly Tassin, +1.425.736.0569, Kimberly@sequans.com
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