NuRAN to exit CSE in 2026, keep Nasdaq listing

NuRAN Wireless plans to delist from the CSE while maintaining its Nasdaq listing and reports the immediate resignation of director Navindran Naidoo.

Rhea-AI Filing Summary

NuRAN Wireless Inc. (NUR) reports that it has applied to voluntarily delist its common shares from the Canadian Securities Exchange, with the final CSE trading day expected to be September 4, 2026, subject to CSE approval. The company states that its shares will continue to trade on Nasdaq under the symbol NUR, and that concentrating trading on a single marketplace is intended to better align with its operational needs, trading volumes and listing costs. NuRAN also discloses that director Navindran Naidoo has resigned from the board, effective immediately, to pursue other industry opportunities, and the company expresses appreciation for his contributions.

Filing Explained

The filing places identifying and appointing a replacement for director Navindran Naidoo in its forward-looking disclosures, rather than reporting that a replacement has been appointed.

Key Figures

Expected final CSE trading day: September 4, 2026 Primary listing symbol: NUR Sites under contract: More than 5,000 sites +2 more

5 metrics

Expected final CSE trading day September 4, 2026 Expected final day NuRAN shares trade on the Canadian Securities Exchange, subject to CSE approval

Primary listing symbol NUR Common shares will continue trading on Nasdaq under this symbol after CSE delisting

Sites under contract More than 5,000 sites Rural telecom infrastructure sites NuRAN reports as under contract in Africa

Date of material change September 4, 2026 Date identified in the Material Change Report for the delisting from the CSE

Date of news release September 1, 2026 Date NuRAN issued the news release announcing the intended CSE delisting

Key Terms

Material Change Report, Canadian Securities Exchange, Network-as-a-Service, forward-looking statements, +1 more

5 terms

Material Change Report regulatory

"Exhibit 99.1 FORM 51-102F3 Material Change Report"

A material change report is a public notice that a company must file and share whenever new information or an event is significant enough to likely influence an investor’s decision. Think of it like an urgent update board that tells shareholders about big shifts—such as major deals, leadership changes, sudden losses, or legal issues—so investors can reassess risk and value with the same facts everyone else has.

Canadian Securities Exchange regulatory

"intended to voluntarily delist from the Canadian Securities Exchange"

A Canadian securities exchange is a regulated marketplace in Canada where companies’ stocks, bonds and other investment products are listed, bought, and sold. It matters to investors because it sets the rules, provides a visible price for securities and a place to trade — like a public marketplace that helps buyers and sellers meet, judge value, and convert holdings to cash under oversight intended to protect investors.

Network-as-a-Service financial

"Through its Network-as-a-Service model, NuRAN finances, builds, owns"

Network-as-a-service (NaaS) is a way companies obtain and run computer networking — like connectivity, security, and traffic management — as a subscription service rather than buying and maintaining their own hardware. Think of it like renting a utility instead of installing pipes yourself. For investors, NaaS models can mean steadier, recurring revenue, faster customer growth, and lower capital needs for providers, but also greater competition and reliance on service quality.

forward-looking statements regulatory

"This press release contains certain “forward-looking statements” within the meaning"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

dual listing financial

"costs associated with maintaining a dual listing"

A dual listing is when a company makes the same shares available on two different stock exchanges, often in different countries, so investors can buy and sell the same ownership stake in more than one market—like a shop opening branches in two cities that sell the same product. It matters to investors because it can widen the pool of buyers, make shares easier to trade, expose the stock to different currencies and rules, and create price differences or arbitrage opportunities that affect returns and risk.

FAQ

What listing change did NuRAN Wireless (NUR) announce in this 6-K?

NuRAN Wireless announced that it has applied for a voluntary delisting of its common shares from the Canadian Securities Exchange, with the final CSE trading day expected to be September 4, 2026, subject to approval from the CSE.

Will NuRAN Wireless (NUR) shares continue to trade after the CSE delisting?

Yes. NuRAN states that the delisting from the CSE will not affect its Nasdaq listing and that its common shares will continue trading on Nasdaq under the symbol “NUR”, providing an ongoing marketplace for shareholders.

Why is NuRAN Wireless (NUR) choosing to delist from the CSE?

NuRAN explains that the decision followed consideration of its operational needs, trading volumes and dual-listing costs. The company believes focusing trading on Nasdaq will create a central marketplace for its shares and may support long-term liquidity and shareholder value.

When is the NuRAN Wireless (NUR) CSE delisting expected to take effect?

Subject to CSE approval, NuRAN expects that close of business on September 4, 2026, will be the final trading day for its common shares on the Canadian Securities Exchange.

What board change did NuRAN Wireless (NUR) disclose?

NuRAN reports that Mr. Navindran Naidoo resigned from its board of directors, effective immediately, to pursue other industry opportunities that may conflict with his role. The company thanks him for his contributions and wishes him success.

How many sites does NuRAN Wireless (NUR) report having under contract?

NuRAN states that it has more than 5,000 sites under contract for its rural telecommunications infrastructure, a portion of which have already been built and are operating across remote and underserved communities in Africa.

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Available on EDGAR 09/09/2026 - 11:03 AM Accepted by SEC EDGAR 09/09/2026 - 11:03 AM Learn about SEC filing dates

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 September 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 ☒

INCORPORATION BY REFERENCE

Exhibit 99.1 included with this Report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statement on Form F-10 (File No. 333-298508) and shall be deemed to be a part thereof from the date on which this report on Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

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: September 9, 2026	By	/s/ Francis Letourneau
		Francis Letourneau
		Chief Executive Officer

EXHIBIT INDEX

Exhibit		Description of Exhibit
99.1		Material Change Report dated September 9, 2026

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

September 4, 2026

Item 3: News Release

A news release announcing the material change was issued on September 1 and filed on SEDAR+ at www.sedarplus.ca.

Item 4: Summary of Material Change

The Company announced that it intended to voluntarily delist from the Canadian Securities Exchange (the “CSE”), effective September 4, 2026.

Item 5: Full Description of Material Change

Please refer to Schedule “A”.

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 September 9, 2026

PRESS RELEASE

For immediate release

NuRAN Wireless Announces Plans to Voluntarily Delist from the Canadian Securities Exchange

Quebec, QC, Canada – September 1, 2026 – NuRAN Wireless Inc. (Nasdaq: NUR; CSE: NUR; FSE: 1RN) (“NuRAN” or the “Company”), a leading provider of rural connectivity infrastructure in Africa, announces that it has applied for a voluntary delisting of its common shares (“Shares”) from the Canadian Securities Exchange (the “CSE”). The delisting from the CSE will not affect the Company’s listing on NASDAQ and its Shares will continue trading on the NASDAQ under the symbol “NUR”.

The decision to delist from the CSE was made after careful consideration of the Company’s current operational needs, trading volumes, and the costs associated with maintaining a dual listing. The Company also believes that delisting from the CSE will create a central marketplace for its Shares on the Nasdaq and ultimately benefit the long-term liquidity and shareholder value of the Company. All shareholders can continue trading NuRAN’s shares on Nasdaq under the symbol “NUR”.

The Company is grateful to the CSE for providing its initial opportunity to access public markets. It is expected, subject to approval from the CSE, that the close of business on September 4, 2026, will be the final trading day for NuRAN on the CSE.

The Company also announces that Mr. Navindran Naidoo has resigned from the board of directors, effective immediately, to pursue other industry opportunities that may conflict with his role as a director of the Company. The Company thanks Mr. Naidoo for his contributions and wishes him success in his future endeavours.

About NuRAN Wireless:

NuRAN Wireless Inc. (Nasdaq: NUR; CSE: NUR; FSE: 1RN) is a rural telecommunications infrastructure company connecting remote and underserved communities across Africa. Through its Network-as-a- Service model, NuRAN finances, builds, owns, operates and maintains 2G, 3G and 4G mobile network infrastructure for mobile network operators seeking to expand coverage outside urban markets.

NuRAN has more than 5,000 sites under contract, of which a portion have been built and are operating today. The Company combines telecommunications engineering, low-power wireless technology, renewable-energy-enabled infrastructure, site selection and field operations to solve the economic and technical challenges of rural mobile coverage.

NuRAN is also building on this foundation. Its wholly owned subsidiary, NuEnergy, owns and operates the Company’s solar, storage and hybrid power systems, and NuRAN is developing plans to add modular edge compute nodes at select built sites to bring local computing and future AI-driven services closer to the communities it serves.

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PRESS RELEASE

Additional Information:

For further information about NuRAN Wireless: www.nuranwireless.com

Francis Létourneau,
Director and CEO

Francis.letourneau@nuranwireless.com
Tel: (418) 264-1337

Forward Looking Statements

This press release contains certain “forward-looking statements” within the meaning of Canadian securities law. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as “believes”, “anticipates”, “expects”, “is expected”, “scheduled”, “estimates”, “pending”, “intends”, “plans”, “forecasts”, “targets”, or “hopes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “will”, “should” “might”, “will be taken”, or “occur” and similar expressions) are not statements of historical fact and may be forward-looking statements. Forward-looking information herein includes, but is not limited to, statements that address activities, events or developments that the Company expects or anticipates will or may occur in the future including the Company’s intention to identify and appointment a replacement director; the Company’s potential delisting from the CSE; the Company’s expectation that its Shares will be delisted from the CSE; the Company ceasing to file reports to the CSE after delisting; and the Company’s expectation that its Shares will continue trading on the NASDAQ.

The Company cautions that forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made, and they involve a number of risks and uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Except to the extent required by applicable securities laws and the policies of the Canadian Securities Exchange, the Company undertakes no obligation to update these forward-looking statements if management’s beliefs, estimates or opinions, or other factors, should change. Factors that could cause future results to differ materially from those anticipated in these forward-looking statements include risks associated with the Company’s potential delisting from the CSE; the Company ceasing to file reports to the CSE; the Company’s ability to relist on the CSE in the future; the timing and receipt of certain approvals from the CSE pertaining to the delisting; and the anticipated benefits associated with delisting.

The reader is urged to refer to additional information relating to NuRAN, including its annual information form, can be located on the SEDAR+ website at www.sedarplus.ca and on the EDGAR section of the SEC’s website at www.sec.gov for a more complete discussion of such risk factors and their potential effects.

This list of risk factors should not be construed as exhaustive. The Company does not undertake any obligation to publicly update or revise any forward-looking statements or information contained herein, except as required by applicable laws. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.

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Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 23.7 KB