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NuRAN Wireless Inc. completed a private placement of Series A convertible preferred shares for aggregate consideration of C$7,600,000, a transaction designed to strengthen its balance sheet and support listing on the Nasdaq Capital Market. The company issued 1,788,233 preferred shares at $4.25 per share and related warrants, using a substantial portion of the proceeds to settle debt and accrued management salaries, with the remainder received in cash and earmarked for business development and working capital.
The financing, which involved converting approximately C$3.85 million of a convertible debenture, other indebtedness and C$518,704 of unpaid salaries into equity, is expected by NuRAN to reduce liabilities and increase shareholders’ equity by about C$7,600,000. NuRAN also received Nasdaq approval to list its common shares on the Nasdaq Capital Market under the symbol NUR, with trading expected to commence on August 17, 2026, subject to completion of remaining administrative steps and ongoing compliance with listing requirements.
Nuran Wireless Inc. entered into a Registration Rights Agreement with investors in its private placement of Series A Convertible Preferred Shares and accompanying B Warrants. The agreement grants these holders demand, piggyback and shelf registration rights for the Common Shares issuable upon conversion of the preferred shares and exercise of the B Warrants, using Form F-3 or Form F-10 and potentially the MJDS regime.
If registration is delayed or becomes unusable beyond specified periods, the company must pay 0.5% liquidated damages of each holder’s subscription amount per month, capped at 5%. A Warrants and their underlying Common Shares are explicitly excluded from these rights. The Series A Convertible Preferred Shares rank senior to Common Shares for dividends and liquidation and form a series of up to 2,000,000 authorized preferred shares. Changes to the Series A terms generally require approval from holders of at least 67% of the outstanding Series A. A separate plan of distribution confirms the registration is for resale by selling securityholders, with the company receiving proceeds only from any warrant exercises.
Nuran Wireless Inc., a British Columbia company, reports corporate charter changes under the Business Corporations Act. The authorized capital now explicitly provides for no maximum number of common shares without special rights and no maximum number of preferred shares without par value but with special rights and restrictions.
The filing details special rights for Series A Convertible Preferred Shares. These shares rank senior to common shares and other junior securities for dividends and liquidation, on parity with any parity securities, and not junior to any other class unless holders of at least 67% of the outstanding Series A series consent. Waivers of these special rights generally require 67% Series A holder approval, while any change to the Beneficial Ownership Limitation requires the prior written consent of each affected holder and a special resolution of Series A holders. Notices to holders may be delivered electronically or to registered addresses. The company also records a Notice of Change of Directors and confirms its registered and records offices in Vancouver, British Columbia.
Pacific Investment Holdings Ltd, organized in the British Virgin Islands and based in Hong Kong, reports beneficial ownership of 1,157,900 common shares of Nuran Wireless Inc. This position represents 8.8% of Nuran Wireless’s common share class.
Pacific Investment Holdings has sole power to vote and dispose of all 1,157,900 shares, with no shared voting or dispositive power. The percentage ownership is calculated using 13,084,716 Nuran Wireless common shares outstanding as of March 31, 2026, as reported in the company’s financial statements.
NuRAN Wireless Inc. reported amended Q1 2026 results showing revenue of $871,066 and a net loss of $2,166,574. Operating cash outflow was $2,126,572, leaving cash of $1,933,539 at March 31, 2026. Total assets were $27,908,407, liabilities $24,717,991 and shareholders' equity $3,190,415, with working capital of $113,134.
The company focuses on a Network as a Service model for rural mobile coverage. As of the quarter it had secured nine NaaS contracts with MTN and Orange across eight countries, covering 5,092 sites, and was generating recurring revenue with four mobile network operators in three countries.
A December 2025 restructuring converted and extinguished over $20 million of debt and accounts payable and added $5.8 million of new equity, moving shareholders' deficit to a surplus and freeing approximately $3.3 million per year in cash flow from reduced interest expense. NuRAN drew the final US$450,000 of a US$5 million FEI loan, obtained an extension of that facility to April 26, 2027 and signed a mandate letter for a proposed US$12 million senior debt facility. Management states that material uncertainties still cast significant doubt on the company's ability to continue as a going concern, and the March 2026 figures were restated to correct identified errors.
NuRAN Wireless Inc. reports two key capital markets steps to support its African growth strategy. The company filed a Form 40-F registration statement with the SEC under the Multijurisdictional Disclosure System, tied to an application to list its common shares on the Nasdaq Capital Market. It also confidentially filed a preliminary short form base shelf prospectus with the British Columbia Securities Commission, qualifying potential offerings of up to C$100,000,000 over a defined period via future supplements.
The SEC has since declared NuRAN’s Form 40-F effective as of June 26, 2026, meaning its common shares are now registered under Section 12(g) of the Exchange Act, a prerequisite for a U.S. listing. Management highlights that Nasdaq approval is still pending but expects U.S. registration and the shelf prospectus to broaden access to U.S. investors and provide flexible financing capacity for continued Network-as-a-Service deployments across Africa. The company also notes it has been removed from default status by the BCSC and is in good standing.