NuRAN Wireless sets up $50M Nasdaq ATM program

NuRAN Wireless sets up a US at-the-market program of up to US$50 million in common shares, primarily to fund African network expansion and related operations.

Rhea-AI Filing Summary

NuRAN Wireless Inc. (NUR) announced that it has entered into an at-the-market offering agreement with H.C. Wainwright & Co., LLC, under which it may, at its discretion, offer and sell common shares having an aggregate offering price of up to US$50,000,000 on Nasdaq. Sales will be made from time to time at prevailing market prices, with Wainwright acting as sales agent and receiving a 3.0% cash commission on aggregate gross proceeds.

The company states that if it sells common shares under this ATM program, it intends to use the net proceeds principally to fund construction and commissioning of additional telecommunications infrastructure sites in Africa, support operating expenditures for deployment programs, and for working capital and general corporate purposes. The ATM is registered in the United States under an effective Form F-10 shelf registration and related base prospectus and prospectus supplement.

Filing Explained

The new equity facility creates dilution capacity for existing holders, but this filing reports no completed issuance or proceeds.

NuRAN’s September 15, 2026 Form 6-K reports an ATM agreement under which it may sell new common shares over time; the filing does not report that any shares have been sold. If shares are issued, the total share count would rise and existing holders’ percentage ownership would fall.

The arrangement permits sales through Nasdaq at prevailing market prices, with the volume and timing left to management’s discretion. The filing states that no sales will occur on the Canadian Securities Exchange or another Canadian trading market.

The present disclosure therefore establishes financing capacity rather than an amount issued or proceeds received; actual sales would be the next state to watch.

Key Figures

ATM Offering capacity: US$50,000,000 aggregate offering price Sales agent commission: 3.0% cash commission Effective date of Form F-10: August 26, 2026 +1 more

4 metrics

ATM Offering capacity US$50,000,000 aggregate offering price Maximum common shares that may be sold under the at-the-market offering agreement

Sales agent commission 3.0% cash commission Percentage of aggregate gross proceeds from ATM Offering payable to H.C. Wainwright

Effective date of Form F-10 August 26, 2026 Date the Form F-10 registration statement (File No. 333-298508) was declared effective

Sites under contract More than 5,000 sites Rural telecommunications infrastructure sites under contract across Africa

Key Terms

at-the-market offering, Form F-10, prospectus supplement, Network-as-a-Service, +1 more

5 terms

at-the-market offering financial

"the Company, at its discretion, may offer and sell... in an at-the-market offering"

An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.

Form F-10 regulatory

"Registration statement on Form F-10 (File No. 333-298508)"

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.

prospectus supplement regulatory

"the prospectus supplement dated September 15, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Network-as-a-Service financial

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

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 news release contains “forward-looking statements” and “forward-looking information”"

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.

Offering Details

ATM

Offering

Offering Type ATM

Use of Proceeds If shares are sold, net proceeds are intended principally to fund construction and commissioning of additional telecommunications infrastructure sites, support operating expenditures for deployment programs, and for working capital and general corporate purposes.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What ATM program did NuRAN Wireless (NUR) announce on September 15, 2026?

NuRAN Wireless announced an at-the-market offering agreement allowing it to offer and sell, at its discretion, common shares having an aggregate offering price of up to US$50,000,000 through H.C. Wainwright & Co., LLC as sales agent on Nasdaq.

How will NuRAN Wireless (NUR) use net proceeds from the US$50 million ATM Offering?

If NuRAN sells common shares under the ATM Offering, it intends to use net proceeds principally to fund construction and commissioning of additional telecom sites, to fund operating expenditures for its deployment programs, and for working capital and general corporate purposes.

What fees will H.C. Wainwright earn under NuRAN Wireless’s ATM agreement?

H.C. Wainwright & Co., LLC will receive a 3.0% cash commission on the aggregate gross proceeds raised under NuRAN Wireless’s US$50,000,000 at-the-market offering program as compensation for acting as sales agent.

On which market will NuRAN Wireless’s ATM shares be sold?

Sales of NuRAN Wireless common shares under the ATM Offering will be made in transactions deemed to be at-the-market offerings, including sales made directly on or through the Nasdaq Stock Market LLC. No common shares in the ATM Offering will be sold on the Canadian Securities Exchange.

Under which registration statement is NuRAN Wireless’s ATM Offering being made?

The ATM Offering is being made in the United States under NuRAN Wireless’s shelf registration statement on Form F-10 (File No. 333-298508), filed August 24, 2026, amended August 25, 2026, and declared effective on August 26, 2026, together with a base prospectus and September 15, 2026 prospectus supplement.

How many telecom sites does NuRAN Wireless (NUR) have under contract?

NuRAN Wireless states that it has more than 5,000 sites under contract, of which a portion have already been built and are operating, as part of its rural telecommunications infrastructure business across Africa.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 6-K: How Foreign Companies Report to the SEC →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 09/15/2026 - 04:21 PM Accepted by SEC EDGAR 09/15/2026 - 04:21 PM 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  ☒

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached is a copy of a press release (the “Press Release”) issued by NuRAN Wireless Inc (the “Company”) on September 15, 2026, announcing that it has entered into an at the market offering agreement with H.C. Wainwright & Co., LLC (the “ATM Agreement”). The Press Release is attached hereto as Exhibit 99.1 and the ATM Agreement is attached hereto as Exhibit 10.1. Attached hereto as Exhibits 5.1 and 5.2 respectively, are the opinions of TCJ LLP and Farris LLP, both as Canadian counsel, regarding the legality of the issuance and sale of the Company’s Common Shares under the ATM Agreement.

Exhibits 5.1, 5.2 and 10.1, to this Report on Form 6-K are hereby incorporated by reference as exhibits to the Company’s Registration statement on Form F-10 (File No. 333-298508), as amended or supplemented, 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 15, 2026		By	/s/ Francis Letourneau
			Francis Letourneau
			Chief Executive Officer

EXHIBIT INDEX 

Exhibit		Description of Exhibit
5.1		Opinion of TCJ LLP
5.2		Opinion of Farris LLP
10.1		At The Market Offering Agreement dated September 15, 2026 between NuRAN Wireless Inc and H.C. Wainwright & Co., LLC
23.1		Consent of TCJ LLP (included in Exhibit 5.1)
23.2		Consent of Farris LLP (included in Exhibit 5.2)
99.1		Press Release – September 15, 2026 – NuRAN Wireless Announces US ATM Offering

Exhibit 99.1

PRESS RELEASE

For immediate release

NuRAN Wireless Announces US ATM Offering

Quebec, QC, Canada – September 15, 2026 – NuRAN Wireless Inc. (Nasdaq: NUR; FSE: 1RN) (“NuRAN” or the “Company”), a leading provider of rural connectivity infrastructure in Africa, is pleased to announce that pursuant to entry into an at the market offering agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”) on September 15, 2026, the Company, at its discretion, may offer and sell, from time to time, through Wainwright as sales agent, common shares of the Company (“Common Shares”) having an aggregate offering price of up to US$50,000,000.00 (the “ATM Offering”). A cash commission of 3.0% on the aggregate gross proceeds raised under the ATM Offering will be paid to Wainwright in connection with its services.

Sales of the Common Shares under the Prospectus will be made in transactions that are deemed to be “at-the-market” offering as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through the Nasdaq Stock Market LLC (“Nasdaq”). The Common Shares will be distributed at the prevailing market prices at the time of each sale. As a result, prices may vary as between purchasers and during the period of distribution. No Common Shares in the ATM Offering will be sold on the Canadian Securities Exchange (the “CSE”) or any other trading market in Canada.

The volume and timing of sales, if any, will be determined at the sole discretion of the Company’s management and in accordance with the terms of the ATM Agreement. If the Company chooses to sell Common Shares under the ATM Offering, the Company intends to use the net proceeds of the ATM Offering (i) principally to fund the construction and the commissioning of additional telecommunications infrastructure sites, (ii) to fund the operating expenditures required to support its deployment programs, and (iii) for working capital and general corporate purposes.

The ATM Offering is being made in the United States pursuant to a registration statement on Form F-10
(File No. 333-298508) filed with the Securities and Exchange Commission (the “SEC”) on August 24, 2026, as amended on Form F-10/A filed with the SEC on August 25, 2026 and declared effective on August 26, 2026 (the “Registration Statement”), the base prospectus contained in the Registration Statement (the “Base Prospectus”) and the prospectus supplement dated September 15, 2026 (“Prospectus Supplement”, together with Base Prospectus, the “Prospectus”) filed with the SEC.

You can review our SEC filings, the Registration Statement and Prospectus by accessing the SEC’s internet site at www.sec.gov or on the Company’s website at https://nuranwireless.com, through which you can access our SEC filings.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About NuRAN Wireless 

NuRAN Wireless Inc. (Nasdaq: 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.

- 1 -

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 through NuEnergy, its wholly owned subsidiary focused on owning and operating the Company’s solar, storage and hybrid power systems across its African footprint.

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 statements” and “forward-looking information” within the meaning of applicable Canadian securities laws and applicable United States securities laws, including the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, as amended, to the extent applicable. Forward-looking statements are often, but not always, identified by words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will,” “may,” “would,” “could,” “should,” “targets,” “potential” and similar words.

Forward-looking statements in this news release include, without limitation, statements regarding: the volume and timing of sales under the ATM Offering and the use of proceeds from the ATM Offering.

These forward-looking statements are based on management’s current beliefs, expectations, estimates, assumptions and plans as of the date of this news release. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or developments to differ materially from those expressed or implied. Such risks include, without limitation: the Company’s ability to obtain sufficient financing and working capital; the early-stage nature of the NuEnergy strategy; execution, integration and field-deployment risks; delays, cost increases or changes in scope; the availability and performance of energy systems and connectivity; customer demand and the ability to enter into agreements on acceptable terms; the performance of mobile network operators, technology partners, suppliers, lenders, governments and other counterparties; regulatory, permitting, political, security, currency and energy risks in African markets; supply chain and logistics risks; competition; network uptime and operational risks; the ability to complete contracted sites; capital-markets conditions; Nasdaq and other exchange-compliance risks; and general economic, market, industry and business conditions. There can be no assurance that NuEnergy will achieve its intended benefits, that third-party power sales will occur, or that any expected commercial, financing or operating benefits will be realized.

Readers should not place undue reliance on forward-looking statements, which speak only as of the date of this news release. Additional risks and uncertainties are described in the Company’s filings with the U.S. Securities and Exchange Commission, including its annual report on Form 40-F and its reports furnished on Form 6-K, as applicable, and in its filings on SEDAR+ at www.sedarplus.ca. The forward-looking statements in this news release are expressly qualified in their entirety by this cautionary statement. The Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

- 2 -

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 16.6 KB

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 277.9 KB

Other Documents

• EX-5.1 EXHIBIT 5.1 22.8 KB
• EX-5.2 EXHIBIT 5.2 26.6 KB