{"url_path":"/sec/sqns/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 Controls and Procedures","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-11","source_url":"https://www.sec.gov/Archives/edgar/data/1383395/0001383395-26-000082-index.html","accession_number":"0001383395-26-000082","cik":"0001383395","ticker":"SQNS","issuer_name":"SEQUANS COMMUNICATIONS","edgar_url":"https://www.sec.gov/Archives/edgar/data/1383395/0001383395-26-000082-index.html","primary_entity_key":"0001383395","primary_entity_name":"SEQUANS COMMUNICATIONS"},"word_count":820,"has_tables":true,"body_markdown":"Item 15. Controls and Procedures\n\nDisclosure Controls and Procedures\n\nOur chief executive officer and chief financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of December 31, 2025, have concluded that, as of such date, as a result of the material weaknesses related to our internal control over financial reporting detailed below, our disclosure controls and procedures were not effective at a reasonable level of assurance and accordingly, are not effective in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure and that such information is accurately recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.\n\nManagement Annual Report on Internal Control Over Financial Reporting\n\nManagement is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, is a process designed by, or under the supervision of, the Company’s principal executive and financial officers and effected by the board of directors, management, and other personnel. The objective is to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. This includes policies and procedures that:\n\n•Ensure records are maintained in reasonable detail to accurately and fairly reflect the Company’s transactions and asset dispositions;\n\n•Provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with applicable accounting standards, and that receipts and expenditures are made only with proper authorization; and\n\n•Provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.\n\nBecause of inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. The effectiveness of controls may deteriorate over time due to changes in conditions or a decline in compliance.\n\nOur management assessed the effectiveness of our internal control over financial reporting, as of December 31, 2025, using the criteria established in the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).\n\nBased on this assessment, management identified three material weaknesses as of December 31, 2025. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.\n\nMaterial Weaknesses Identified\n\nAs previously reported, as of December 31, 2024, our management identified material weaknesses in our internal control over financial reporting. As of December 31, 2025, management identified the following material weaknesses:\n\n(i) Lack of accounting and supervisory personnel with the appropriate level of technical accounting experience and training in the application of International Financial Reporting Standards (IFRS) particularly in areas such as revenue recognition, accounting for convertible debt and related warrants, business combinations and intangible assets, accounting for digital assets, and related impairments.\n\n99\n\n(ii)Lack of a comprehensive risk-based control assessment and sufficiently designed procedures and controls to establish an effective internal control framework over financial reporting, to ensure that routine transactions and material accounting matters are identified, evaluated, documented, reviewed and recorded on a timely basis to address the accounting and presentation requirements of International Financial Reporting Standards (IFRS).\n\n(iii)Lack of designed and implemented internal controls for both segregation of duties and safeguarding over misappropriation of digital assets.\n\nAs a result of these material weaknesses, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2025.\n\nRemediation Plan\n\nManagement is actively evaluating and enhancing our internal control framework, including the use of external experts. Additional training and potential hiring are being considered to ensure appropriate design, oversight and timely execution of control activities. To address the material weakness related to digital assets, management is strengthening risk assessment and documentation, implementing and documenting relevant complementary user entity controls, and enhancing monitoring of access to custodial accounts.\n\nAttestation Report of the Independent Registered Public Accounting Firm\n\nBecause we qualify as a non-accelerated filer, this Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting as required by Section 404(b) of the Sarbanes Oxley Act of 2002.\n\nChanges in Internal Control Over Financial Reporting\n\nExcept for the material weaknesses discussed above, there were no changes in our internal control over financial reporting that occurred during the period covered by this Annual Report that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting."}