Sequans Communications SA ADR 2025年年度报告和过渡报告

FORM20-F ¨REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)OF THE SECURITIES EXCHANGEACT OF 1934 OR þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember31, 2024 OR ¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period fromto OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 Date of event requiring this shell company report Commission file number001-35135SEQUANS COMMUNICATIONS S.A. (Exact name of Registrant as specified in its charter) Not Applicable(Translation of Registrant’s name into English) French Republic(Jurisdiction of incorporation or organization) 15-55 Boulevard Charles de Gaulle92700Colombes,France(Address of principal executive offices) Georges KaramChairman and Chief Executive OfficerSequans Communications S.A.15-55 Boulevard Charles de Gaulle92700Colombes,FranceTelephone:+331 70 72 16 00Facsimile:+331 70 72 16 09(Name, telephone, e-mail and/or facsimile number and address of company contact person) Securities registered or to be registered pursuant to Section12(b) of the Act. Not for trading, but only in connection with the registration of American Depositary Shares. Securities registered or to be registered pursuant to Section12(g) of the Act. Not Applicable(Title of Class) Securities for which there is a reporting obligation pursuant to Section15(d) of the Act. Not Applicable(Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the periodcovered by the annual report. Ordinary shares, nominal value €0.01per share:251,408,922as of December31, 2024 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.¨YesþNo If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant toSection13 or 15(d) of the Securities Exchange Act of 1934.Yes¨Noþ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90 days.YesþNo¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files).YesþNo¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or anemerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, and "emerging growth company" inRule 12b-2 of the Exchange Act.: If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark ifthe registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandardsprovided pursuant to Section 13(a) of the Exchange Act.¨† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting StandardsBoard to its Accounting Standards Codification after April 5, 2012.† Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by theregistered public accounting firm that prepared or issued its audit report.Yes¨Noþ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.¨ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentivebased compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).¨ Indicate by check mark which basis for accounting the registrant has used to prepare the financing statements included in thisfiling: International Financial Reporting Standardsas issuedby the International Accounting Standards Boardþ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item theregistrant has elected to follow.¨Item17¨Item18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act).Yes¨Noþ SEQUANS COMMUNICATIONS