NuRAN Wireless investor reports 9.9% stake

Nuran Wireless Inc. (NUR) reports that investor Menachem Wagner has filed a Schedule 13G disclosing beneficial ownership of 1,344,276 Common Shares, representing 9.9% of the company’s Common Shares.

Rhea-AI Filing Summary

Nuran Wireless Inc. (NUR) reports that investor Menachem Wagner has filed a Schedule 13G disclosing beneficial ownership of 1,344,276 Common Shares, representing 9.9% of the company’s Common Shares. Wagner has sole voting and dispositive power over all of these shares, with no shared power reported.

The position includes 972,019 Common Shares held through 10223778 Manitoba Ltd., 750 shares held through Stylecue LLC, and 371,507 Common Shares issuable upon partial exercise of warrants. These warrants are subject to a 9.99% beneficial ownership limitation, which caps how many shares can be acquired under the warrants at any time.

Key Figures

Beneficially owned Common Shares: 1,344,276 shares Percent of class: 9.9% Common Shares outstanding: 13,084,716 shares +4 more

7 metrics

Beneficially owned Common Shares 1,344,276 shares Total Common Shares beneficially owned by Menachem Wagner

Percent of class 9.9% Percentage of Nuran Wireless Inc. Common Shares beneficially owned

Common Shares outstanding 13,084,716 shares Common Shares outstanding as of June 30, 2026, used for ownership calculation

Shares via 10223778 Manitoba Ltd. 972,019 shares Common Shares held through 10223778 Manitoba Ltd.

Shares via Stylecue LLC 750 shares Common Shares held through Stylecue LLC

Shares issuable upon warrant exercise 371,507 shares Common Shares that could be issued on partial exercise of warrants

Beneficial ownership cap 9.99% Maximum aggregate beneficial ownership allowed under the warrant terms

Key Terms

beneficial ownership, sole dispositive power, sole voting power, Form 6-K, +1 more

5 terms

beneficial ownership financial

"The Warrants are subject to a provision contained therein limiting beneficial ownership"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

sole dispositive power financial

"the reporting person has sole voting and sole dispositive power over"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

sole voting power financial

"Sole Voting Power 1,344,276.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Form 6-K regulatory

"as reported in the Form 6-K filed by the Issuer"

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

warrants financial

"Common Shares that could be issued upon the partial exercise of warrants"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

FAQ

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

What percentage of Nuran Wireless Inc. (NUR) does Menachem Wagner report owning?

Menachem Wagner reports beneficial ownership of 1,344,276 Common Shares of Nuran Wireless Inc., representing 9.9% of the class, based on outstanding shares plus the shares issuable under warrants within the 9.99% ownership cap.

How many NUR shares does Menachem Wagner beneficially own and how are they held?

He beneficially owns 1,344,276 Common Shares, including 972,019 shares held by 10223778 Manitoba Ltd., 750 shares held by Stylecue LLC, and 371,507 Common Shares issuable upon partial exercise of warrants held by 10223778 Manitoba Ltd.

What is the beneficial ownership limitation on the NUR warrants held by Wagner’s entity?

The warrants held by 10223778 Manitoba Ltd. are subject to a 9.99% beneficial ownership limitation, meaning they can only be exercised up to the point where Wagner’s aggregate beneficial ownership does not exceed 9.99% of Nuran Wireless Inc.’s outstanding Common Shares.

What is the share count NUR used to calculate Wagner’s 9.9% ownership?

The 9.9% beneficial ownership is calculated using 13,084,716 Common Shares outstanding as of June 30, 2026, plus 371,507 Common Shares issuable upon exercise of the warrants, representing the maximum that can be acquired without exceeding the 9.99% limit.

Does Menachem Wagner have sole or shared voting power over his NUR shares?

He reports sole voting power and sole dispositive power over 1,344,276 Common Shares, with no shared voting or shared dispositive power over any Nuran Wireless Inc. shares.

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

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Available on EDGAR 09/21/2026 - 04:14 PM Accepted by SEC EDGAR 09/21/2026 - 04:13 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Nuran Wireless Inc.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

67059X304

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 67059X304

1

Names of Reporting Persons

Wagner Menachem

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

MANITOBA, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,344,276.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,344,276.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,344,276.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: The amount set forth in rows (5), (7) and (9) includes (i) 972,019 shares of the Issuer's common shares ("Common Shares") held by 10223778 Manitoba Ltd., a Manitoba corporation ("10223778 Manitoba Ltd."), which the reporting person has sole voting and sole dispositive power over, (ii) 750 shares held by Stylecue LLC, a Delaware limited liability company, which the reporting person has sole voting and dispositive power over, and (ii) 371,507 Common Shares that could be issued upon the partial exercise of warrants to purchase Common Shares (the "Warrants") held by 10223778 Manitoba Ltd. The Warrants are subject to a provision contained therein limiting beneficial ownership to an aggregate maximum of 9.99%. The percentage set forth in item 11 is calculated based on (i) 13,084,716 Common Shares of the Issuer outstanding as of June 30, 2026 as reported in the Form 6-K filed by the Issuer with the Securities and Exchange Commission on September 3, 2026 and (ii) 371,507 Common Shares issuable upon exercise of the Warrants, representing the maximum number of Common Shares that may be acquired without exceeding the 9.99% beneficial ownership limitation.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Nuran Wireless Inc.
(b)	Address of issuer's principal executive offices: 2150 CYRILLE-DUQUET STREET, SUITE 100, QUEBEC, QUEBEC, CANADA, G1N 2G3.
Item 2.
(a)	Name of person filing: Menachem Wagner
(b)	Address or principal business office or, if none, residence: 360 Main Street, 30th Floor, Winnipeg, MB, Canada R3C 4G1
(c)	Citizenship: Manitoba, Canada
(d)	Title of class of securities: Common Shares, no par value
(e)	CUSIP Number(s): 67059X304
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 1,344,276
(b)	Percent of class: 9.9%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 1,344,276
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 1,344,276
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10. Certifications:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Wagner Menachem

Signature:	Menachem Wagner
Name/Title:	Menachem Wagner
Date:	09/21/2026