Nuran Wireless Inc 6-K, filed Aug 20, 2026
Nuran Wireless Inc. (NUR)
About this 6-K
Nuran Wireless Inc filed this 6-K on August 20, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2026
Commission File Number: 000-56857
NURAN WIRELESS INC.
(Registrant)
2150 Cyrille-Duquet Street, Suite 100
Quebec, Quebec, G1N 2G3 Canada
(Address of Principal Executive Offices)
Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NURAN WIRELESS INC. | |||
| (Registrant) | |||
| Date: August 20, 2026 | By | /s/ Francis Letourneau | |
| Francis Letourneau | |||
| Chief Executive Officer | |||
EXHIBIT INDEX
|
Exhibit |
Description of Exhibit | |
| 99.1 | Material Change Report | |
Exhibit 99.1
FORM 51-102F3
Material Change Report
Item 1: Name and Address of Company
NuRAN Wireless Inc. (the “Company” or “NuRAN”)
2150 Cyrille-Duquet
Quebec, QC G1N 2G3
Item 2: Date of Material Change
August 14, 2026
Item 3: News Release
A news release announcing the material change was issued on August 14, 2026, and filed on SEDAR+ at www.sedarplus.ca, a copy of which is attached hereto as Schedule “A”.
Item 4: Summary of Material Change
The Company announced that it has completed its previously announced private placement of Series A convertible preferred shares (the “Preferred Shares”) for aggregate consideration of $7,600,000 (the “Financing”).
Item 5: Full Description of Material Change
The Company issued an aggregate of 1,788,233 Preferred Shares at a price of $4.25 per Preferred Share. The aggregate subscription amount of $7,600,000 was satisfied as follows:
| • | approximately $3,862,143 through the settlement and extinguishment of a convertible debenture of the Company held by the lead institutional investor in the Financing; |
| • | $518,704 through the settlement of accrued and unpaid salary owing to three members of the Company’s management; |
| • | $219,153 through the settlement of other indebtedness and accounts payable owing to suppliers and other creditors of the Company and its subsidiaries; and |
| • | the balance of $3,000,000 in cash. |
On completion, the Financing has reduced the Company’s liabilities and increased its shareholders’ equity by an aggregate of approximately C$7,600,000. The net cash proceeds will be used for the ongoing development of the Company’s business and for general working capital purposes.
In connection with the Financing the Company also issued 200,000 A warrants, each exercisable to acquire one common share at $10.00 per common share for a period of four years, and 1,588,233 B warrants, each exercisable at $5.00 per common share for a period of five years. The Company and the lead investor have entered into a registration rights agreement in respect of the common shares issuable on conversion of the Preferred Shares and on exercise of the B warrants.
The securities issued under the Financing are subject to a statutory hold period in Canada expiring on December 15, 2026.
The securities issued under the Financing have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements.
Related Party Transaction
The participation in the Financing by Francis Létourneau, Chief Executive Officer and a director of the Company, James Bailey, Chief Financial Officer, and David Christopher Parsons, Chief Technology Officer, by way of the settlement of an aggregate of C$518,704 of accrued and unpaid salary owing to them, constituted a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relied on the exemptions from the formal valuation and minority approval requirements contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, on the basis that neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction insofar as it involved interested parties exceeded 25% of the Company’s market capitalization. The Company did not file a material change report at least 21 days before the closing of the related party transaction because the participation of the related parties was not finalized until shortly before closing and the Company deemed it reasonable in the circumstances to proceed on an expedited basis in order to satisfy the Nasdaq listing requirements within the applicable timeframe. The Financing was previously approved by the board of directors of the Corporation, including disinterested directors. No special committee was established in connection with the Financing, and no materially contrary view was expressed or made by any directors.
Immediately prior to the closing of the Financing, Mr. Létourneau owned, directly and indirectly, and had control and direction over 7,967 Common Shares and 1,333 Common Shares convertible on exercise of 1,333 stock options, representing approximately 0.06% of the then issued and outstanding Common Shares on a nondiluted basis and approximately 0.07% on a partially diluted basis. Following the closing of the Financing, Mr. Létourneau beneficially owns, directly and indirectly, and has control and direction over 7,967 Common Shares, 1,333 Common Shares convertible on exercise of 1,333 stock options, and 60,307 Preferred Shares convertible into 51,260 Common Shares, assuming the Company is still listed on the Canadian Securities Exchange and there is no Event of Default or accrued PIK (as defined in the articles) affecting the calculation, representing approximately 0.45% of the issued and outstanding Common Shares on a non-diluted basis and approximately 0.46% on a partially diluted basis.
Immediately prior to the closing of the Financing, Mr. Bailey owned, directly and indirectly, and had control and direction over 3,042 Common Shares, representing approximately 0.02% of the then issued and outstanding Common Shares. Following the closing of the Financing, Mr. Bailey beneficially owns, directly and indirectly, and has control and direction over 3,042 Common Shares and 27,278 Preferred Shares convertible into 23,186 Common Shares, assuming the Company is still listed on the Canadian Securities Exchange and there is no Event of Default or accrued PIK (as defined in the articles) affecting the calculation, representing approximately 0.23% of the issued and outstanding Common Shares.
Immediately prior to the closing of the Financing, Mr. Parsons did not own any securities of the Company. Following the closing of the Financing, Mr. Parsons beneficially owns, directly and indirectly, and has control and direction over 34,463 Preferred Shares convertible into 29,294 Common Shares, assuming the Company is still listed on the Canadian Securities Exchange and there is no Event of Default or accrued PIK (as defined in the articles) affecting the calculation, representing approximately 0.22% of the issued and outstanding Common Shares.
Item 6: Reliance on subsection 7.1(2) of National Instrument 51-102 (Confidentiality)
Not applicable.
Item 7: Omitted Information
No information has been omitted on the basis that it is confidential information.
Item 8: Executive Officer
For additional information with respect to this material change, the following person may be contacted:
NuRAN Wireless Inc.
Francis Letourneau, Director and CEO
info@nuranwireless.com
Tel:
(418) 264-1337
Item 9: Date of Report
This report is dated as of August 19, 2026