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Sequans Announces ADS Ratio Change

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Sequans Communications (NYSE: SQNS) announced a significant change in its American Depositary Shares (ADS) ratio. The company will modify its ADS to ordinary shares ratio from 1:10 to 1:100, effective September 17, 2025.

The ratio change follows the company's July 2025 capital increase and aims to enhance operational efficiency, attract institutional investors, and ensure NYSE listing compliance. The change will effectively work as a 1-for-10 reverse ADS split, with fractional ADSs being settled in cash. The company's ordinary shares and NYSE ticker symbol "SQNS" remain unchanged.

Sequans Communications (NYSE: SQNS) ha annunciato una modifica significativa nel rapporto tra le American Depositary Shares (ADS) e le azioni ordinarie. La società porterà il rapporto da 1:10 a 1:100, con efficacia dal 17 settembre 2025.

Il cambiamento del rapporto segue l'aumento di capitale di luglio 2025 e ha l'obiettivo di migliorare l'efficienza operativa, attrarre investitori istituzionali e garantire la conformità ai requisiti di quotazione NYSE. L'operazione equivale in pratica a un reverse ADS 1-per-10, con le ADS frazionarie liquidate in contanti. Le azioni ordinarie della società e il ticker NYSE "SQNS" resteranno invariati.

Sequans Communications (NYSE: SQNS) anunció un cambio significativo en la proporción entre sus American Depositary Shares (ADS) y las acciones ordinarias. La compañía modificará la proporción de 1:10 a 1:100, con efecto a partir del 17 de septiembre de 2025.

El ajuste del ratio sigue al aumento de capital de julio de 2025 y busca mejorar la eficiencia operativa, atraer a inversores institucionales y asegurar el cumplimiento de los requisitos de cotización en la NYSE. El cambio actuará efectivamente como una consolidación inversa de ADS 1 por 10, y las ADS fraccionarias se abonarán en efectivo. Las acciones ordinarias de la compañía y el símbolo «SQNS» en la NYSE permanecerán sin cambios.

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Sequans Communications (NYSE: SQNS) a annoncé une modification importante du ratio entre ses American Depositary Shares (ADS) et ses actions ordinaires. La société va modifier ce ratio de 1:10 à 1:100, à compter du 17 septembre 2025.

Cette modification fait suite à l'augmentation de capital de juillet 2025 et vise à améliorer l'efficacité opérationnelle, attirer des investisseurs institutionnels et garantir la conformité aux exigences de cotation du NYSE. L'opération équivaut en pratique à une fraction inverse d'ADS 1 pour 10, les ADS fractionnaires étant réglées en numéraire. Les actions ordinaires de la société et le symbole NYSE "SQNS" restent inchangés.

Sequans Communications (NYSE: SQNS) hat eine wesentliche Änderung im Verhältnis seiner American Depositary Shares (ADS) zu den Stammaktien angekündigt. Das Unternehmen wird das Verhältnis von 1:10 auf 1:100 ändern, wirksam ab dem 17. September 2025.

Die Änderung des Verhältnisses folgt auf die Kapitalerhöhung im Juli 2025 und zielt darauf ab, die operative Effizienz zu steigern, institutionelle Investoren anzuziehen und die Einhaltung der NYSE-Listenanforderungen sicherzustellen. Die Maßnahme entspricht effektiv einem 1-zu-10 Reverse-ADS-Split, dabei werden Bruch-ADS bar abgegolten. Die Stammaktien des Unternehmens und das NYSE-Tickersymbol "SQNS" bleiben unverändert.

Positive
  • Enhanced appeal to institutional investors through higher per-ADS price
  • Improved operational efficiency by reducing number of outstanding ADSs
  • Strengthened NYSE listing compliance and market volatility resilience
Negative
  • No guarantee that post-change ADS price will maintain proportional value
  • Potential administrative burden for holders with certificate-form ADSs requiring exchange

Insights

Sequans announces 1:10 reverse ADS split, effectively reducing ADS count while raising per-unit price; largely administrative with neutral investor impact.

Sequans Communications is executing what amounts to a 1-for-10 reverse ADS split by changing its ADS ratio from 1:10 to 1:100 ordinary shares. This technical adjustment follows their July 2025 capital increase and will be effective September 17, 2025. While the company's ordinary shares remain unchanged, each ADS will now represent 100 ordinary shares instead of 10.

This ratio change serves three primary functions: operational efficiency by reducing the number of outstanding ADSs; enhanced institutional appeal with a higher per-ADS price that may attract investors with minimum price thresholds; and regulatory compliance with NYSE listing requirements.

For investors, this adjustment is primarily administrative. Current ADS holders will receive 1 new ADS for every 10 they currently hold, with cash payments for fractional shares. The trading price per ADS should theoretically increase proportionally by a factor of 10, though the company appropriately disclaims any guarantee of this mathematical outcome.

Interestingly, Sequans identifies itself as "a pioneer in adopting Bitcoin as its primary treasury reserve asset" alongside its core business as a cellular IoT semiconductor provider. While mentioned as part of their strategic context for maintaining NYSE compliance, this Bitcoin treasury strategy represents an unusual approach for a semiconductor company but isn't directly related to the ADS ratio change.

This action doesn't change Sequans' underlying business fundamentals, market capitalization, or proportional ownership stakes. It's primarily a technical adjustment to its trading mechanics that simplifies operations following their capital increase while potentially broadening their institutional investor base.

Paris, France--(Newsfile Corp. - September 4, 2025) - Sequans Communications S.A. (NYSE: SQNS) ("Sequans" or the "Company"), a pioneer in adopting Bitcoin as its primary treasury reserve asset and a leading provider of cellular IoT semiconductor solutions, today announced that its Board of Director has approved a plan to change the ratio of its American Depositary Shares ("ADSs") to its ordinary shares (the "ADS Ratio"), from the current ratio of one (1) ADS to ten (10) ordinary shares to a new ratio of one (1) ADS to one hundred (100) ordinary shares. Sequans' ordinary shares are not affected by the change.

The new ADS to ordinary share ratio of 1 for 100 will be effective prior to the commencement of trading on the New York Stock Exchange on September 17, 2025.

The primary objectives of the ADS ratio change are:

  1. Practicality and Convenience - Following the capital increase of July 2025, which significantly increased the number of outstanding shares, this change will reduce the number of ADS outstanding for operational efficiency.
  1. Enhanced Market Appeal - The higher per-ADS price is expected to make Sequans's ADS more attractive to a broader range of institutional investors, including funds that have minimum price thresholds for investment.
  1. Regulatory Compliance and Strategic Flexibility - This adjustment will help ensure continued compliance with NYSE listing requirements and provide resilience against potential market volatility, particularly as the Company continues to execute its Bitcoin treasury strategy.

For the Company's ADS holders, the ADS ratio change will have the same effect as a one-for-ten reverse ADS split. No fractional new ADSs will be issued in connection with the ADS ratio change. Holders who would otherwise receive fractional ADSs will receive a cash payment in lieu of such fractional ADSs. The cash in lieu rate will be set when the depositary sells the ADSs that would otherwise have been issued as fractional ADSs in one or more market trades.
Effective September 17, 2025, Holders in the Direct Registration System and in DTC will have their ADSs automatically exchanged and need not take any action. Beneficial holders may contact their bank, broker or nominee for more information. ADS holders with ADSs held in certificate form will be required to exchange their certificates for new book-entry ADSs at a rate of 10 old ADSs for 1 new ADS.

The Company's ADSs will continue to trade on the New York Stock Exchange ("NYSE") under the ticker symbol "SQNS".

As a result of the ADS ratio change, the trading price per ADS is expected to increase proportionally, although the Company can give no assurance that the trading price per ADS after the ratio change will be equal to or greater than ten times the trading price per ADS before the change.

About Sequans

Sequans Communications S.A. (NYSE: SQNS) is a leading fabless semiconductor company specializing in wireless 4G/5G cellular technology for the Internet of Things (IoT) as well as a pioneer in Bitcoin Treasury. Sequans views Bitcoin as a long-term investment and intends to strategically accumulate it as its primary treasury reserve asset. The company's approach involves acquiring and holding Bitcoin using net proceeds from equity and debt issuances — executed from time to time based on market conditions — as well as cash generated from operations and intellectual property monetization.

Sequans' engineers design and develop innovative, secure, and scalable technologies that power the next generation of AI-connected applications - including secured payment, smart mobility and logistics, smart cities, industrial, e-health, and smart homes. Sequans offers a comprehensive portfolio of 4G/5G solutions, including LTE-M/NB-IoT, 4G LTE Cat 1bis, and 5G NR RedCap/eRedCap platforms, all purpose-built for IoT and delivering breakthroughs in wireless connectivity, power efficiency, security, and performance. The company also provides advanced design services and technology licensing. Sequans management believes the combination of a strategic Bitcoin reserve and deep focus on semiconductor innovation positions the company for long-term value creation.

Founded in 2003, Sequans is headquartered in France and operates globally, with offices in the United States, United Kingdom, Switzerland, Israel, Singapore, Finland, Taiwan, and China.

Visit Sequans at and follow us on and .

Contacts

Sequans investor relations:
David Hanover/Gerrick Johnson, KCSA Strategic Communications (USA), +1 212.682.6300, [email protected]

Sequans media relations:
Linda Bouvet (France), +33 170721600, [email protected]

Forward-Looking Statements

This press release contains certain statements that are, or may be deemed to be, forward-looking statements with respect to our future ADS price, the financial condition, results of operations and business of Sequans, including, but not limited to, the Company's bitcoin treasury strategy. These forward-looking statements include, but are not limited to, statements that are not historical fact. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. Forward-looking statements also often use words such as "anticipate," "committed to", "target," "continue," "estimate," "expect," "forecast," "intend," "may," "plan," "goal," "believe," "hope," "aims," "continue," "could," "project," "should," "will" or other words of similar meaning. These statements are based on assumptions and assessments made by Sequans in light of its experience and perception of historical trends, current conditions, future developments and other factors it believes appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct, and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement.

Forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumption. Such risks and uncertainties include, but are not limited to, our ability to successfully implement our Bitcoin treasury strategy. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business and competitive environments, market and regulatory forces, including tariffs and trade wars. If any one or more of these risks or uncertainties materialize or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors. A more complete description of these and other material risks can be found in Sequans' filings with the SEC, including its annual report on Form 20-F for the year ended December 31, 2024, subsequent filings on Form 6-K, including the Form 6-K filed on July 17, 2025, and other documents that may be filed from time to time with the SEC. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this announcement. Sequans undertakes no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by applicable law.

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FAQ

What is the new ADS ratio for Sequans Communications (SQNS) and when is it effective?

Sequans is changing its ADS ratio from 1:10 to 1:100 ordinary shares, effective September 17, 2025.

How will the Sequans (SQNS) ADS ratio change affect shareholders?

The change will work like a 1-for-10 reverse ADS split. Holders in DTC and Direct Registration System will have automatic exchanges, while certificate holders must exchange their certificates. Fractional ADSs will be paid in cash.

Why is Sequans Communications (SQNS) changing its ADS ratio?

The change aims to improve operational efficiency, attract institutional investors through higher ADS prices, and ensure NYSE listing compliance following their July 2025 capital increase.

Will Sequans (SQNS) stock symbol or ordinary shares be affected by the ADS ratio change?

No, Sequans will continue trading under the symbol SQNS on the NYSE, and the company's ordinary shares are not affected by the ADS ratio change.

What happens to fractional ADSs in the Sequans (SQNS) ratio change?

Holders who would receive fractional ADSs will receive a cash payment based on the sale price of ADSs that would have been issued as fractional shares.
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