NuRAN Wireless preps shelf for 2,000+ telecom sites

Rhea-AI Filing Summary

NuRAN Wireless Inc. (NUR) has filed a final short form base shelf prospectus dated August 21, 2026 and obtained a final receipt from Canadian securities regulators, alongside a corresponding Form F-10 registration statement under the U.S./Canada Multijurisdictional Disclosure System. The company has requested that this registration statement become effective on or before 4:30 p.m. (EST) on August 26, 2026.

The shelf enables NuRAN to offer various securities in future public offerings, strategic investments or at-the-market distributions, with terms set by market conditions and detailed in later prospectus supplements. No securities are being offered now, and NuRAN is not obligated to pursue any offering. If offerings occur, NuRAN currently intends to use net proceeds to construct and commission more than 2,000 additional telecommunications infrastructure sites and fund related operating expenditures and working capital, supporting its broader North American capital markets strategy and Nasdaq listing.

Key Figures

Date of Shelf Prospectus: August 21, 2026 Requested effectiveness time: 4:30 p.m. (EST) on August 26, 2026 Additional telecommunications sites: more than 2,000 sites +1 more

4 metrics

Date of Shelf Prospectus August 21, 2026 Date of NuRAN's final short form base shelf prospectus

Requested effectiveness time 4:30 p.m. (EST) on August 26, 2026 Requested effectiveness time for the Form F-10 Registration Statement

Additional telecommunications sites more than 2,000 sites Intended construction and commissioning funded by future offerings under the Shelf Prospectus

People served by deployed networks more than one billion people Population served by networks deployed through NuRAN's NaaS model

Key Terms

short form base shelf prospectus, Form F-10, Multijurisdictional Disclosure System, at-the-market distributions, +1 more

5 terms

short form base shelf prospectus regulatory

"filed a final short form base shelf prospectus dated August 21, 2026"

A short form base shelf prospectus is a pre-approved, reusable document that lets a company register a pool of securities (like stocks or bonds) it can sell over time without repeating a full disclosure process each time. Think of it as a menu the company files once so it can quickly offer items from that menu later; investors care because it speeds up capital raises, can dilute existing holdings, and signals the company’s ability to access funding when needed.

Form F-10 regulatory

"A corresponding registration statement on Form F-10 has been filed"

Form F-10 is a standardized prospectus document filed with Canadian securities regulators when a Canadian company offers shares or other securities to the public. It lays out the company’s business, financial results, management, and risks—like a detailed product label that helps investors compare what they’re buying and understand potential downsides. For investors, the form matters because it provides the core information needed to evaluate the safety, value and terms of a public securities offering.

Multijurisdictional Disclosure System regulatory

"under the United States Securities Act of 1933, as amended, and the U.S./Canada Multijurisdictional Disclosure System"

A multijurisdictional disclosure system is a regulatory framework that lets a company file one set of official documents and have them accepted by regulators in multiple countries, rather than preparing separate filings for each place. For investors, it means faster, more consistent access to a company’s financial reports and material news across borders, reducing delays and making it easier to compare information the way a single, shared form simplifies multiple applications.

at-the-market distributions financial

"may include public offerings, strategic investments or “at-the-market distributions”"

Sales of newly issued shares made gradually into the open market at whatever price buyers are currently paying, typically arranged through a broker rather than a single fixed-price offering. Investors should care because these steady sales increase the number of shares outstanding and can dilute existing holders and influence supply and price—similar to a vendor adding more tickets to resale at the current box-office rate, providing flexible funding but potentially easing upward price pressure.

Network-as-a-Service (NaaS) technical

"Through its scalable Network-as-a-Service (NaaS) model, NuRAN has deployed networks"

Network-as-a-service (NaaS) is a way companies rent managed networking capabilities — like secure connections, routing and traffic control — from a provider instead of building and running their own hardware. Think of it like paying for utility-grade internet plumbing rather than installing pipes yourself; for investors it signals subscription-style, recurring revenue for providers and can lower customers' upfront costs and scaling risk, affecting demand and margins.

FAQ

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

NuRAN Wireless announced it filed a final short form base shelf prospectus dated August 21, 2026, received a final receipt from Canadian regulators, and filed a corresponding Form F-10 registration statement in the United States under the Multijurisdictional Disclosure System.

Does the NuRAN Wireless (NUR) shelf prospectus mean an offering is happening now?

No. NuRAN states that the filing of the Shelf Prospectus does not obligate it to undertake an offering and that no securities are being offered at this time. Any future offering would be detailed in a separate prospectus supplement.

What future offerings could NuRAN Wireless (NUR) make under the shelf prospectus?

NuRAN may offer securities in public offerings, strategic investments or at-the-market distributions, separately or together, in amounts, at prices and on terms set by market conditions, all to be specified in future prospectus supplements.

How does NuRAN Wireless (NUR) intend to use proceeds from any future offerings?

Unless a supplement specifies otherwise, NuRAN currently intends to use net proceeds to fund the construction and commissioning of more than 2,000 additional telecommunications infrastructure sites, along with related operating expenditures, deployment support, and working capital.

What is the requested effectiveness date for NuRAN Wireless (NUR)'s Form F-10?

NuRAN has requested that its Form F-10 registration statement become effective on or before 4:30 p.m. (EST) on August 26, 2026, enabling future securities offerings in the United States under the shelf structure.

How does this shelf prospectus fit NuRAN Wireless (NUR)'s capital markets strategy?

NuRAN states the Shelf Prospectus is an important milestone in its North American capital markets strategy, supporting its Nasdaq Capital Market listing, increasing financial flexibility, and aiming to expand visibility with U.S. institutional and retail investors.

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Available on EDGAR 08/25/2026 - 10:21 AM Accepted by SEC EDGAR 08/25/2026 - 10:20 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 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 25, 2026				By		/s/ Francis Letourneau
						Francis Letourneau
						Chief Executive Officer

EXHIBIT INDEX

Exhibit		Description of Exhibit
99.1		News Release dated August 25, 2026 – NuRAN Wireless Files Final Base Shelf Prospectus and Receives Final Receipt

Exhibit 99.1

NuRAN Wireless Files Final Base Shelf Prospectus and Receives Final Receipt

Quebec City, QC, Canada, August 25, 2026 – NuRAN Wireless Inc. (“NuRAN” or the “Company”) (Nasdaq: NUR) (CSE: NUR) (FSE: 1RN), a pioneering rural connectivity company and one of Africa’s fastest-growing Network-as-a-Service (“NaaS”) operators, is pleased to announce that it has filed a final short form base shelf prospectus dated August 21, 2026 (the “Shelf Prospectus”) and has received a final receipt for the Shelf Prospectus from the applicable Canadian securities regulatory authorities. A corresponding registration statement on Form F-10 has been filed with the United States Securities and Exchange Commission under the United States Securities Act of 1933, as amended, and the U.S./Canada Multijurisdictional Disclosure System (the “Registration Statement”). The Company has requested that the Registration Statement become effective on or before 4:30 p.m. (EST) on August 26, 2026.

Securities may be offered under the Shelf Prospectus (and corresponding Registration Statement) separately or together, offered in amounts, at prices and on terms to be determined based on market conditions at the time of sale and, subject to applicable regulations, may include public offerings, strategic investments or “at-the-market distributions” (as defined in NI 44-102 Shelf Distributions and Rule 415 of the United States Securities Act of 1933, as amended). The specific terms of any offering of Securities, if any, including the use of proceeds from such offering, will be set forth in a prospectus supplement to the Shelf Prospectus pertaining to such offering to be filed with applicable securities regulatory authorities.

The filing of the Shelf Prospectus and receipt of the final receipt represent an important milestone in the Company’s broader North American capital markets strategy, including its previously announced listing of its common shares on the Nasdaq Capital Market. The Company believes that the Shelf Prospectus provides increased financial flexibility as it continues to advance its business operations, expand its visibility among U.S. institutional and retail investors and position itself to access deeper and more diversified capital markets.

Unless otherwise specified in an applicable prospectus supplement, the Company currently intends to use the net proceeds from any offering under the Shelf Prospectus to permit the construction and commissioning of more than 2,000 additional telecommunications infrastructure sites, operating expenditures required to support the deployment program, including country operations, technical personnel, financial management functions, mobile network operator relationship management and related working capital requirements.

The filing of the Shelf Prospectus does not obligate the Company to undertake an offering, and no securities are being offered at this time. The securities, amounts, prices, and other terms of any future offering under the Shelf Prospectus, together with the proposed use of proceeds, will be established in a prospectus supplement filed in connection with such offering.

Copies of the Shelf Prospectus and Registration Statement may be obtained on request without charge from the Company at 2150 Cyrille-Duquet, suite 100, Quebec, QC G1N 1G3, Canada, and can be found under the Company’s SEDAR+ profile at www.sedarplus.ca and on EDGAR at www.sec.gov, respectively.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities, not will there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Any offering of securities under the Shelf Prospectus will be made only pursuant to an applicable prospectus supplement and in accordance with applicable securities law. 

About NuRAN Wireless

NuRAN Wireless (Nasdaq: NUR) (CSE: NUR) (FSE: 1RN) is a fast-growing, mission-driven rural telecommunications company dedicated to delivering affordable 2G, 3G, and 4G wireless connectivity to remote and underserved communities worldwide. Through its scalable Network-as-a-Service (NaaS) model, NuRAN has deployed networks serving more than one billion people who lack reliable connectivity, driving economic development, digital inclusion, and social transformation across Africa and beyond. Bridging the Digital Divide, One Connection at a Time.

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 news release contains “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of applicable United States securities laws (collectively, “forward-looking statements”). Forward-looking statements are statements that are not historical facts and include, but are not limited to, statements regarding: the continued effectiveness of the Shelf Prospectus and Registration Statement; the ability of the Company to offer and issue Securities under the Shelf Prospectus and Registration Statement during the period that the Shelf Prospectus remains effective; the types, amounts, prices and terms of any Securities that may be offered, if any; the filing of one or more prospectus supplements in connection with any such offering; the potential completion of public offerings, strategic investments or at-the-market distributions; the Company’s ability to access capital markets if and when required; the expected flexibility and efficiency provided by the Shelf Prospectus and Registration Statement, and the Company’s business strategy, growth objectives and ability to expand its NaaS operations.

Forward-looking statements are often, but not always, identified by words or phrases such as “anticipate”, “believe”, “continue”, “estimate”, “expect”, “intend”, “may”, “plan”, “potential”, “predict”, “project”, “seek”, “should”, “target”, “will”, “would” and similar words and phrases, or statements that certain actions, events or results “may”, “could”, “should”, “would” or “will” occur or be achieved. These forward-looking statements are based on the Company’s current expectations, estimates, forecasts, assumptions and beliefs as of the date of this news release, including, without limitation, assumptions regarding: the continued effectiveness of the Shelf Prospectus and Registration Statement; the Company’s ability to complete one or more future offerings of Securities on acceptable terms or at all; the availability of capital and market conditions at the time of any potential offering; the Company’s intended use of proceeds from any future offering; the Company’s ability to obtain and maintain all required regulatory, stock exchange and other approvals; the Company’s ability to construct new sites as currently contemplated; the availability of personnel, contractors, equipment, supplies and services; foreign exchange rates; general business, economic, financial market, regulatory and political conditions; and the absence of material adverse changes affecting the Company, its business or the jurisdictions and/or markets in which it operates.

Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance, achievements or developments to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation: no assurance that any Securities will be offered or sold under the Shelf Prospectus or Registration Statement; the possibility that the Company may not be able to raise additional capital on acceptable terms or at all; dilution and other risks associated with future financings; risks related to changes in market conditions, investor demand, equity prices, interest rates, currency exchange rates and general economic conditions; risks related to permitting, regulatory approvals and changes in laws; risks related to the availability and cost of labour, contractors, equipment, supplies and services; operational, health, safety and environmental risks; risks associated with operations in Africa, including political, currency, counterparty and infrastructure risks; and the other risk factors described in the Company’s continuous disclosure filings available under its profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

Although the Company believes that the assumptions and factors used in preparing the forward-looking statements in this news release are reasonable as of the date hereof, undue reliance should not be placed on such statements, which speak only as of the date of this news release. Forward-looking statements are not guarantees of future performance, and actual results, events or developments may differ materially from those expressed or implied by such statements. The Company undertakes no obligation to update or revise any forward-looking statements, express or implied, whether as a result of new information, future events or otherwise, except as required by applicable law.

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 18.5 KB