UNITED STATES SECURITIES AND EXCHANGE COMMISSION ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR Washington, D.C. 20549 FORM 20-F þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OR ¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURI ...

Sequans Communications S.A. SPON ADS EA REPR 4 ORD SHS (POST SPLIT) (NYSE:SQNS) Q4 2023 Earnings Conference Call March 7, 2024 8:00 AM ET Company Participants Kim Rogers - MD, Hayden IR Georges Karam - Chairman and CEO Deborah Choate - CFO Conference Call Participants Operator Good morning, ladies and gentlemen and welcome to the Sequans Fourth Quarter and Full Year 2023 Results Conference Call. All participants are in a listen-only mode. As a reminder, this conference is being recorded. [Operator Instructi ...

"In the fourth quarter of 2023, our product revenue increased significantly on a sequential basis, indicating a positive trend of growth in this revenue stream that we expect to continue throughout 2024 from the ramp in the shipment of LTE-MNB-IoT Monarch 2 and Cat 1 Calliope 2," stated Georges Karam, CEO of Sequans. "We are extremely pleased with the launches of new projects into mass production by our customers and the improvement in backlog. Furthermore, we expect this momentum to continue into 2025 as n ...

Financial Performance - Revenue for Q3 2023 was $7.8 million, a decrease of 15.0% from Q2 2023 and a decrease of 52.9% from Q3 2022[3] - Gross profit for Q3 2023 was $6.7 million, with a gross margin of 85.8%, up from 82.3% in Q2 2023 and 77.6% in Q3 2022[2] - Operating loss for Q3 2023 was $7.8 million, compared to a loss of $5.4 million in Q2 2023 and a profit of $1.2 million in Q3 2022[4] - Net loss for Q3 2023 was $9.6 million, or ($0.16) per diluted ADS, consistent with the loss of $9.1 million in Q2 2023[5] - Non-IFRS net loss for Q3 2023 was $6.8 million, or ($0.12) per diluted ADS, compared to a non-IFRS net loss of $6.0 million in Q2 2023[6] - Total revenue for Q3 2023 was $7.786 million, a decrease of 15% from $9.158 million in Q2 2023 and a decline of 53% from $16.528 million in Q3 2022[16] - Product revenue in Q3 2023 was $753 thousand, down 24% from $996 thousand in Q2 2023 and a significant drop of 83% from $4.385 million in Q3 2022[16] - License and services revenue for Q3 2023 was $7.033 million, a decrease of 14% from $8.162 million in Q2 2023 and a decline of 42% from $12.143 million in Q3 2022[16] - For the nine months ended September 30, 2023, total revenue was $28.843 million, a decrease of 35% from $44.640 million in the same period of 2022[18] - The company reported a net loss of $(23.710) million for the nine months ended September 30, 2023, compared to a loss of $(4.047) million in the same period of 2022[18] Cash and Assets - Cash and cash equivalents totaled $6.7 million as of September 30, 2023, down from $7.9 million at June 30, 2023[7] - Cash and cash equivalents at the end of Q3 2023 were $6.740 million, an increase from $5.671 million at the beginning of the year[20] - Total assets as of September 30, 2023, were $104.479 million, up from $98.755 million at the end of 2022[19] - The company’s accumulated deficit increased to $(76.082) million as of September 30, 2023, compared to $(65.099) million at the end of 2022[19] Operating Expenses - Total operating expenses increased to $14.527 million in Q3 2023, up 12% from $12.916 million in Q2 2023 and 25% from $11.605 million in Q3 2022[16] - The increase in operating loss was attributed to $2.4 million in higher general and administrative expenses related to legal fees from the Renesas tender offer[4] - Research and development expenses for Q3 2023 were $481,000, slightly down from $488,000 in Q2 2023 and up from $370,000 in Q3 2022[21] - Sales and marketing expenses for Q3 2023 increased to $393,000 from $361,000 in Q2 2023 and $268,000 in Q3 2022[21] - General and administrative expenses for Q3 2023 were $859,000, down from $902,000 in Q2 2023 and up from $454,000 in Q3 2022[21] Non-IFRS Metrics - Net IFRS loss for Q3 2023 was $9.553 million, compared to a loss of $9.117 million in Q2 2023 and a loss of $2.873 million in Q3 2022[21] - Non-IFRS adjusted loss for Q3 2023 was $6.773 million, an increase from a loss of $5.958 million in Q2 2023 and a gain of $424,000 in Q3 2022[21] - For the nine months ended September 30, 2023, the net IFRS loss was $23.710 million, significantly higher than a loss of $4.047 million in the same period of 2022[22] - Non-IFRS adjusted loss for the nine months ended September 30, 2023 was $16.884 million, compared to a loss of $2.606 million in the same period of 2022[22] Business Developments - The company secured its first alpha customer for the 5G Taurus platform and around a dozen new designs with LTE-M/NB-IoT Monarch 2 and Cat 1 Calliope 2 during Q3 2023[2] - The company continues to build its revenue pipeline and secure design wins despite delays in revenue product ramps[2] - Forward-looking statements indicate potential growth in wireless IoT connectivity solutions, but actual results may differ due to various risks and uncertainties[9]

Sequans Communications S.A. Conference Call Summary Company Overview - **Company**: Sequans Communications S.A. (NYSE: SQNS) - **Event**: Renesas Tender Offer Transaction Conference Call - **Date**: August 07, 2023 Key Points Proposed Acquisition by Renesas - Renesas intends to commence a tender offer to acquire all outstanding ordinary shares of Sequans for $3.03 per American Depositary Share (ADS), valuing Sequans at approximately $249 million, including net debt [7][13] - The transaction is expected to close by the first quarter of 2024, pending regulatory approvals and customary closing conditions [8][13] - The acquisition is seen as a significant development, allowing Sequans to leverage Renesas' global sales and support organization to enhance design wins in the massive IoT and broadband IoT markets [9][10] Strategic Benefits of the Acquisition - The combination with Renesas will expand Sequans' addressable market and revenue potential, particularly in cellular IoT [9] - Integration with Renesas' operations is expected to lead to lower costs, improved operational margins, and foster innovation [10] - Sequans is experiencing strong momentum in design wins and diversifying its product offerings, positioning itself for long-term growth [10] Financial Aspects - The acquisition value considers the repayment of approximately $60 million of Sequans' debt, representing more than a 4x multiple of trailing 12-month sales [13] - Completion of the tender will require tenders of 90% of the outstanding share capital of Sequans on a fully diluted basis [14] Regulatory Approvals - Regulatory approvals are required from France, the UK, Japan, Taiwan, and the US, but not from China [19] Current Business Environment - Sequans has gained four new projects in the metering segment, including two major ones, indicating strong momentum [10] - The company is projecting significant shipments of its Cat 1 Calliope 2 platform next year, with many design win projects expected to ramp up in early 2024 [11] - The 5G Taurus chip is on track for sampling in Q4, with considerable engagement from prominent OEMs and ODMs [11] Challenges and Inventory Management - The timeline to move design wins into production has been longer than initially forecasted due to existing customer inventory issues [12][23] - Customers are waiting to consume their existing inventory before transitioning to Sequans' new products [30] Future Outlook - The strategic licensing partnership for 5G technology is expected to generate a royalty stream of up to $10 million annually [12] - The company remains optimistic about exiting the year with improved inventory situations and strong project pipelines [30] Additional Insights - There is no breakup fee associated with the MoU with Renesas, and the French government has delayed decisions on pending grants to the end of September [27] - The integration with Renesas is expected to create more positive synergies than negative ones, allowing for a broader offering to customers [35][37] Conclusion - The decision to enter into an agreement with Renesas is viewed as a strategic move to unlock Sequans' full potential and is considered beneficial for all stakeholders involved [16]

Exhibit 99.1 EXECUTION VERSION MEMORANDUM OF UNDERSTANDING BY AND BETWEEN RENESAS ELECTRONICS CORPORATION AND SEQUANS COMMUNICATIONS S.A. DATED AS OF AUGUST 4, 2023 TA B L E O F C O N T E N T S | P | a | g | e | A | RT | I | C | L | E | I | D | E | F | I | N | I | T | I | O | N | S | 2 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- ...

Financial Data and Key Metrics Changes - The company's revenue for Q1 2023 was $11.9 million, a decrease of 14.3% year-over-year from $13.9 million in Q1 2022 and down from $15.9 million in Q4 2022 [32] - Gross margin reached a historic high of 78.5%, up from 68.1% in Q1 2022 and 75.3% in Q4 2022, primarily due to a higher proportion of licensing revenue [37] - The operating loss for Q1 2023 was $4 million, compared to a loss of $1 million in Q4 2022 and a loss of $2 million in Q1 2022 [33] - The net loss for Q1 2023 was $5 million or $0.10 per diluted ADS, consistent with the loss in Q4 2022, but down from a net income of $2 million in Q1 2022 [33] Business Line Data and Key Metrics Changes - Revenue from the Massive IoT segment accounted for approximately 28% of total revenue, with a sequential decline attributed to lower Cat 1 revenue due to inventory rationalization [16] - Broadband IoT revenue represented 72% of total revenue, driven by increased licensing and services revenue from 5G licensing deals, although it declined sequentially as expected [16] - The total pipeline increased to over $750 million in potential revenue, with 85% of Design Wins focused on Massive IoT projects [7][16] Market Data and Key Metrics Changes - The company is experiencing a rebound in customer projects, with three customers confirmed to resume production in 2023, contributing to a positive outlook for the second half of the year [27] - The company anticipates significant growth in the broadband segment, particularly with the Taurus 5G platform, which is expected to expand the addressable market by an additional $2 billion by 2025 [29] Company Strategy and Development Direction - The company is focused on expanding its 5G strategic partnerships and is optimistic about reaching new licensing agreements by the end of the year [6] - The strategy includes enhancing the product pipeline with new launches, particularly in smart metering applications, and leveraging partnerships to strengthen market presence [11][30] - The company aims to return to revenue growth in the second half of 2023, with plans to achieve profitability in the future [31] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the ongoing discussions regarding 5G IP licensing and the potential for new strategic partnerships [6][46] - The company acknowledged the challenges posed by inventory rationalization and project delays but remains optimistic about the recovery trajectory in the second half of 2023 [10][26] - Management highlighted the importance of the Taurus 5G platform as a key driver for future growth, with expectations for significant revenue contributions starting in 2025 [29][70] Other Important Information - The company secured a $20 million private placement to strengthen its balance sheet, which will support ongoing strategic discussions [22] - Cash and short-term deposits totaled $5.3 million at the end of Q1 2023, reflecting cash used primarily for capital expenditures and debt service costs [58] - The company is exploring non-dilutive funding options from European and French government sources, which could provide up to $50 million [38][50] Q&A Session Summary Question: Clarification on 5G product development timeline and strategic partnerships - Management confirmed that scheduled payments from a key customer were received and that discussions with several serious customers are ongoing, with expectations to close deals this year [42][45] Question: Expected revenue ramp in the second half of 2023 - Management indicated that product revenue is expected to grow in the second half of 2023, driven by design wins and initial shipments of new products [47][49] Question: Update on European and French government grants - Management stated that the European financing process is longer, with expectations to know results by Q3 or early Q4, while the French project is currently under evaluation [50][69] Question: Potential impact of macroeconomic conditions on project delays - Management acknowledged the risk of project delays due to macroeconomic factors but emphasized strong demand in the market and ongoing customer engagement [92][94]

Financial Performance - Q1 2023 revenue was $11.9 million, a decrease of 25.2% from Q4 2022 and a decrease of 14.3% from Q1 2022[3] - Operating loss for Q1 2023 was $4.0 million, compared to an operating profit of $1.0 million in Q4 2022[7] - Net loss for Q1 2023 was $5.0 million, or ($0.10) per diluted ADS, consistent with Q4 2022[8] - The company reported a net loss of $4,374,000 for the three months ended March 31, 2023, compared to a profit of $2,123,000 for the same period in 2022[20] - Non-IFRS adjusted loss for the first quarter of 2023 was $4,153,000, compared to a loss of $1,845,000 for the same period in 2022[21] Cash and Liquidity - Cash and cash equivalents totaled $5.3 million as of March 31, 2023, down from $10.7 million at the end of 2022[11] - Cash and cash equivalents decreased from $9,803,000 at March 31, 2022, to $5,344,000 at March 31, 2023, representing a decline of approximately 45.5%[20] - The company experienced a net cash flow from operating activities of $3,492,000 in Q1 2023, compared to a negative cash flow of $2,696,000 in Q1 2022[20] Assets and Liabilities - Total assets decreased from $98,755,000 at December 31, 2022, to $92,710,000 at March 31, 2023, a decline of approximately 6.3%[19] - Total current liabilities decreased slightly from $36,834,000 at December 31, 2022, to $35,944,000 at March 31, 2023, a decrease of approximately 2.4%[19] - The total equity of the company turned negative, decreasing from $2,104,000 at December 31, 2022, to $(1,262,000) at March 31, 2023[19] Research and Development - Research and development expenses increased to $7.5 million in Q1 2023, compared to $6.4 million in Q1 2022[18] - The company incurred a non-cash stock-based compensation expense of $1,781,000 in Q1 2023, compared to $1,315,000 in Q1 2022, reflecting an increase of approximately 35.3%[21] Future Outlook - The company anticipates revenue in Q2 2023 to be between $9 million and $11 million, with a gross margin around 65%[5] - The design win pipeline has a potential total 3-year life revenue exceeding $750 million[3] - Sequans is progressing towards sampling its 5G Taurus chipset later in 2023 and is optimistic about finalizing 5G IP licensing agreements by year-end[3] Other Financial Metrics - Gross margin improved to 78.5% in Q1 2023, compared to 75.3% in Q4 2022 and 68.1% in Q1 2022[6] - Trade receivables decreased significantly from $8,494,000 at December 31, 2022, to $3,645,000 at March 31, 2023, a reduction of approximately 57.0%[19] - The company reported an increase in research tax credit receivable from $4,515,000 at December 31, 2022, to $5,855,000 at March 31, 2023, an increase of approximately 29.6%[19] - The company achieved a $20 million private placement in April 2023, enhancing its financial position[3]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OR ¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURI ...

Strategic Options and Transactions - The company announced the formation of a special committee to explore strategic options, receiving interest from multiple parties for potential transactions[6]. - The company has engaged an investment bank to assist in evaluating and pursuing strategic alternatives[6]. - The company is currently discussing multiple IP licensing opportunities to strengthen its position for strategic alternatives[6]. - There is no assurance that current discussions will lead to new IP licensing arrangements or strategic transactions[8]. Financial Activities - A private placement of ordinary shares (ADSs) is expected to raise $10-20 million from existing institutional accredited investors[7]. - The price per ADS for the private placement will be determined based on the closing price on April 3, 2023, or the average closing price for the five trading days prior[7]. - The private placement is anticipated to close on or about April 5, 2023[7]. - The company intends to reinforce its balance sheet to negotiate from a position of strength[7]. Market Environment and Risks - The company is in a competitive and rapidly changing environment, with new risks emerging over time[8]. - The forward-looking statements reflect the company's current beliefs and expectations, subject to risks and uncertainties[8].