Sequans Communications SA ADR美股招股说明书(2025-07-25版)

issuable upon the exercise of Common Warrants This prospectus relates to the proposed resale or other disposition by the Selling Securityholders identified in the “SellingSecurityholders” section of this prospectus, or any of their transferees or other successors-in-interest, of 1,603,612,940 of our ordinary by 117,198,762 ADSs (such ADSs, the “Shares”), (ii) 222,458,520 ordinary shares represented by 22,245,852 ADSs (such ADSs, “the“Pre-FundedWarrant Shares”)issuable upon the exercise of pre-funded warrants(the“Pre-Funded Warrants”),and (iii)209,166,800ordinary shares represented by 20,916,680 ADSs (such ADSs, the “Warrant Shares”), or Pre-Funded Warrants in lieuthereof, issuable upon the exercise of common warrants (the “Warrants”). The Shares, Pre-Funded Warrant Shares and Warrant Sharesare being registered pursuant to the requirements of that certain Registration Rights Agreement, dated as of July 4, 2025, by andbetweenus and certain of the Selling Securityholders(the“Equity Registration Rights Agreement”)to permit the SellingSecurityholders to sell ADSs representing the ordinary shares from time to time in the public market.We are not selling any ADSs or ordinary shares under this prospectus, and we will not receive any proceeds from the sales or otherdispositions of the ordinary shares (or ADSs representing such shares) held by the Selling Securityholders.The Selling Securityholders or their respective pledgees, assignees or successors-in-interest may offer and sell or otherwise dispose of beginning on page55for more information about how the Selling Securityholders may sell or dispose of their ordinary shares (orADSs representing such shares).Our ordinary shares, in the form of ADSs are listed on the New York Stock Exchange, or NYSE, under the symbol “SQNS.” Each ADS will represent ten ordinary shares, nominal value €0.01 per share. On July 15, 2025, the last reported sale price of our shares onthe NYSE was $4.72 per ADS.Investing in our ordinary shares or ADSs involves a high degree of risk. Before deciding whether to invest in our ordinaryshares or the ADSs, you should consider carefully the risks and uncertainties incorporated by reference under the heading“Risk Factors” beginning on page10of this prospectus and under similar headings in the other documents that are filed afterthe date hereof and incorporated by reference into this prospectus. prospectus and any applicable prospectus supplement. In addition, your ability to enforce civil liberties under U.S. federalsecurities law may be affected adversely by the fact that we are incorporated under the laws of France, many of our officersand directors and experts named in this prospectus are residents of France or elsewhere outside the United States, and a Liabilities.”Neither the United States Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or the accuracy of this prospectus. Any representation to the The date of this prospectus is July 25, 2025. TABLE OF CONTENTS About This ProspectusInformation Regarding Forward-Looking Statements Selling SecurityholdersPlan of DistributionExpenses Related to RegistrationLegal MattersIncorporation of Documents by ReferenceWhere You Can Find More Information About Us ABOUT THIS PROSPECTUS This prospectus relates to the proposed resale or other disposition of 1,603,612,940 of our ordinary shares, which may berepresented by up to 160,361,294 American Depositary Shares, or ADSs, by the Selling Securityholders. The Shares, the Pre-FundedWarrants and the Warrants were issued by our company to the Selling Securityholders on July 4, 2025, pursuant to the SecuritiesPurchase Agreement, dated as of June 22, 2025, by and among us and the purchasers set forth therein (the “Equity PurchaseAgreement”). The Selling Securityholders acquired the Shares, Pre-Funded Warrants and Warrants from us in private placements ordinary shares from time to time in the public market.We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares. Thisprospectus, together with applicable prospectus supplements and the documents incorporated by reference in this prospectus and anyprospectus supplements, includes all material information relating to this offering. Please carefully read both this prospectus and anyprospectus supplement together with additional information described below under “Risk Factors,” “Where You Can Find More this prospectus (as supplemented or amended). The Selling Securityholders are offering to sell, and seeking offers to buy, ordinaryshares (or ADSs representing such shares) only in jurisdictions where it is lawful to do so. This prospectus does not constitute an offerto sell or the solicitation of an offer to buy any ordinary shares (or ADSs representing such shares) other than the registered shares towhich they relate, nor does this prospectus consti