UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
| (Check one): | ¨ Form 10-K x Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR | |||||||
For Period Ended: December 31, 2023 | ||||||||
¨ Transition Report on Form 10-K | ||||||||
¨ Transition Report on Form 20-F | ||||||||
¨ Transition Report on Form 11-K | ||||||||
¨ Transition Report on Form 10-Q | ||||||||
¨ Transition Report on Form N-SAR | ||||||||
¨ For the Transition Period Ended: | ||||||||
Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. | ||
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
| Sequans Communications S.A. | ||
Full Name of Registrant
Former Name if Applicable
| 15-55 boulevard Charles de Gaulle | ||
Address of Principal Executive Office (Street and Number)
| Colombes, France 92700 | ||
City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
x | (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense | ||||||||||||
| (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | |||||||||||||
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. | |||||||||||||
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Sequans Communications S.A. (the “Registrant”) is unable to file its annual report on Form 20-F for the fiscal year ended December 31, 2023 (the “20-F”) because the Registrant needed additional time to analyze whether the extension of the maturity date on certain of its outstanding notes, which was necessitated by the termination of the Memorandum of Understanding with Renesas Electronics Corporation on February 22, 2024, would require new valuations of the notes. The additional analysis and disruption from the MoU termination have delayed the completion of the Registrant’s annual financial statements. It is anticipated that the Form 20-F will be filed within 15 calendar days following the prescribed due date.
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification | ||||
| Deborah Choate | 33 | 1 70 72 16 00 | ||||||||||||
| (Name) | (Area Code) | (Telephone Number) | ||||||||||||
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes x No ¨ | ||||
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes x No ¨ | ||||
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
On March 7, 2024 the Registrant announced unaudited operating results for the quarter and fiscal year ended December 31, 2023 in a press release entitled “Sequans Communications Announces Preliminary Fourth Quarter and Full Year 2023 Financial Results.” The press release was furnished to the SEC in a Current Report on Form 6-K on March 7, 2024, which is incorporated herein by reference. There also may be other changes upon the finalization of the financial statements.
| Sequans Communications S.A. | ||
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | April 30, 2024 | By: | /s/ Deborah Choate | |||||||||||||||||
| Name: | Deborah Choate | |||||||||||||||||||
| Title: | Chief Financial Officer | |||||||||||||||||||
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
| ATTENTION | |||||||||||
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | |||||||||||