{"filing":{"accession_number":"0001753926-26-001540","cik":"0001680637","ticker":"NRRWF","company_name":"Nuran Wireless Inc.","form":"6-K","filing_date":"2026-08-17","report_date":"2026-08-17","primary_document":"g085842_6k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1680637/000175392626001540/g085842_6k.htm"},"events":[{"id":28189,"run_id":25771,"accession_number":"0001753926-26-001540","anchor_item_number":"EX-99.1","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"NuRAN Wireless closed a C$7.6 million private placement of Series A convertible preferred shares (1,788,233 shares at C$4.25 per share) convertible into common shares at C$5.00 per share, plus warrants (200,000 A warrants and 1,588,233 B warrants). The financing, structured to satisfy Nasdaq listing requirements, involved settlement of approximately C$3.85 million of convertible debenture debt and C$738,704 of other liabilities in preferred shares, with approximately C$3 million in new cash proceeds, creating significant dilution to existing common shareholders.","company_name":"Nuran Wireless Inc.","ticker":"NRRWF","filing_date":"2026-08-17","form":"6-K","submitted_at":null,"items":[{"id":30038,"accession_number":"0001753926-26-001540","item_number":"EX-99.1","item_title":"g085842_ex99-1.htm","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"The press release announces a private placement of Series A convertible preferred shares increased to C$7.6 million, with conversion into common shares at C$5.00 per share. The financing involves both cash proceeds (approximately C$3 million) and settlement of existing debt and accrued liabilities in preferred shares. This is a dilutive equity issuance material to investors, particularly given the company's pending Nasdaq listing and the substantial equity dilution from conversion of the preferred shares and exercise of warrants.","classifier_version":"claude-haiku-4-5-20251001+prompt-6be895f9","taxonomy_version":"v1.3","classified_at":"2026-08-17T15:10:16.387350+00:00","company_name":"","ticker":null,"filing_date":""},{"id":30039,"accession_number":"0001753926-26-001540","item_number":"EX-99.2","item_title":"g085842_ex99-2.htm","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"NuRAN Wireless has entered into a definitive subscription agreement for a $6.5 million investment involving issuance of 1,529,412 Series A convertible preferred shares at $4.25 per share, plus warrants (200,000 at $10.00 and 1,329,412 at $5.00). This is a material dilutive equity issuance structured to satisfy Nasdaq listing requirements. The press release explicitly states this is \"the last piece of the puzzle\" for the company's U.S. listing and will materially strengthen the balance sheet through new capital and debt reduction.","classifier_version":"claude-haiku-4-5-20251001+prompt-6be895f9","taxonomy_version":"v1.3","classified_at":"2026-08-17T15:10:16.387350+00:00","company_name":"","ticker":null,"filing_date":""},{"id":30040,"accession_number":"0001753926-26-001540","item_number":"EX-99.3","item_title":"g085842_ex99-3.htm","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"NuRAN Wireless has entered into a definitive subscription agreement for a $6.5 million investment involving issuance of 1,529,412 Series A convertible preferred shares at $4.25 per share, plus warrants (200,000 at $10.00 and 1,329,412 at $5.00 exercise prices). This is a material dilutive equity issuance structured to strengthen the balance sheet and satisfy Nasdaq listing requirements. The convertible preferred shares and warrants represent significant dilution to existing shareholders and are unregistered securities subject to resale registration rights.","classifier_version":"claude-haiku-4-5-20251001+prompt-6be895f9","taxonomy_version":"v1.3","classified_at":"2026-08-17T15:10:16.387350+00:00","company_name":"","ticker":null,"filing_date":""},{"id":30041,"accession_number":"0001753926-26-001540","item_number":"EX-99.4","item_title":"g085842_ex99-4.htm","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"This press release announces a private placement of Series A convertible preferred shares increased to C$7.6 million, with approximately 1,788,235 shares to be issued at C$4.25 per share. The preferred shares are convertible into common shares at C$5.00 per share (0.85 common shares per preferred share), creating significant dilution to existing common shareholders. The financing also includes settlement of approximately C$3.85 million of convertible debenture and C$738,704 of other liabilities in preferred shares, further diluting equity. This is a classic dilutive issuance transaction material to investors assessing ownership and voting power.","classifier_version":"claude-haiku-4-5-20251001+prompt-6be895f9","taxonomy_version":"v1.3","classified_at":"2026-08-17T15:10:16.387350+00:00","company_name":"","ticker":null,"filing_date":""},{"id":30042,"accession_number":"0001753926-26-001540","item_number":"EX-99.5","item_title":"g085842_ex99-5.htm","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"This exhibit discloses a material private placement of convertible preferred shares increased from C$6.5 million to C$7.6 million at the request of Nasdaq in connection with the Company's pending listing application. The financing involves issuance of approximately 1,788,235 Series A convertible preferred shares at C$4.25 per share, convertible into common shares at C$5.00 per share, with significant dilution to existing shareholders. The document explicitly notes dilution risk in the forward-looking statements and describes settlement of approximately C$3.85 million of convertible debenture debt plus C$738,704 of other liabilities and management salary in preferred shares, with approximately C$3 million in new cash. This is a classic dilutive equity issuance material to investors assessing ownership and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-6be895f9","taxonomy_version":"v1.3","classified_at":"2026-08-17T15:10:16.387350+00:00","company_name":"","ticker":null,"filing_date":""},{"id":30043,"accession_number":"0001753926-26-001540","item_number":"EX-99.6","item_title":"g085842_ex99-6.htm","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The press release announces a C$7.6 million private placement of Series A convertible preferred shares expected to close August 14, 2026. While the primary headline is Nasdaq listing approval, the financing is a material capital-raising event involving issuance of convertible securities and warrants that will dilute existing common shareholders upon conversion. The forward-looking statements explicitly flag \"dilution to holders of common shares arising from the conversion of the preferred shares\" as a risk factor, confirming the dilutive nature of this issuance.","classifier_version":"claude-haiku-4-5-20251001+prompt-6be895f9","taxonomy_version":"v1.3","classified_at":"2026-08-17T15:10:16.387350+00:00","company_name":"","ticker":null,"filing_date":""},{"id":30044,"accession_number":"0001753926-26-001540","item_number":"EX-99.7","item_title":"g085842_ex99-7.htm","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"NuRAN Wireless closed a $7.6 million private placement of Series A convertible preferred shares, issuing 1,788,233 Preferred Shares at $4.25 per share, along with 200,000 A warrants and 1,588,233 B warrants. The press release explicitly states the securities \"have not been, and will not be, registered under the United States Securities Act of 1933\" and were issued in reliance on exemptions, characteristic of a dilutive private placement. The financing materially increased shareholders' equity and reduced liabilities, making it material to investors assessing the company's capital structure and dilution risk.","classifier_version":"claude-haiku-4-5-20251001+prompt-6be895f9","taxonomy_version":"v1.3","classified_at":"2026-08-17T15:10:16.387350+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":30038,"accession_number":"0001753926-26-001540","item_number":"EX-99.1","item_title":"g085842_ex99-1.htm","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"The press release announces a private placement of Series A convertible preferred shares increased to C$7.6 million, with conversion into common shares at C$5.00 per share. The financing involves both cash proceeds (approximately C$3 million) and settlement of existing debt and accrued liabilities in preferred shares. This is a dilutive equity issuance material to investors, particularly given the company's pending Nasdaq listing and the substantial equity dilution from conversion of the preferred shares and exercise of warrants.","classifier_version":"claude-haiku-4-5-20251001+prompt-6be895f9","taxonomy_version":"v1.3","classified_at":"2026-08-17T15:10:16.387350+00:00","company_name":"Nuran Wireless Inc.","ticker":"NRRWF","filing_date":"2026-08-17"},{"id":30039,"accession_number":"0001753926-26-001540","item_number":"EX-99.2","item_title":"g085842_ex99-2.htm","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"NuRAN Wireless has entered into a definitive subscription agreement for a $6.5 million investment involving issuance of 1,529,412 Series A convertible preferred shares at $4.25 per share, plus warrants (200,000 at $10.00 and 1,329,412 at $5.00). This is a material dilutive equity issuance structured to satisfy Nasdaq listing requirements. The press release explicitly states this is \"the last piece of the puzzle\" for the company's U.S. listing and will materially strengthen the balance sheet through new capital and debt reduction.","classifier_version":"claude-haiku-4-5-20251001+prompt-6be895f9","taxonomy_version":"v1.3","classified_at":"2026-08-17T15:10:16.387350+00:00","company_name":"Nuran Wireless Inc.","ticker":"NRRWF","filing_date":"2026-08-17"},{"id":30040,"accession_number":"0001753926-26-001540","item_number":"EX-99.3","item_title":"g085842_ex99-3.htm","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"NuRAN Wireless has entered into a definitive subscription agreement for a $6.5 million investment involving issuance of 1,529,412 Series A convertible preferred shares at $4.25 per share, plus warrants (200,000 at $10.00 and 1,329,412 at $5.00 exercise prices). This is a material dilutive equity issuance structured to strengthen the balance sheet and satisfy Nasdaq listing requirements. The convertible preferred shares and warrants represent significant dilution to existing shareholders and are unregistered securities subject to resale registration rights.","classifier_version":"claude-haiku-4-5-20251001+prompt-6be895f9","taxonomy_version":"v1.3","classified_at":"2026-08-17T15:10:16.387350+00:00","company_name":"Nuran Wireless Inc.","ticker":"NRRWF","filing_date":"2026-08-17"},{"id":30041,"accession_number":"0001753926-26-001540","item_number":"EX-99.4","item_title":"g085842_ex99-4.htm","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"This press release announces a private placement of Series A convertible preferred shares increased to C$7.6 million, with approximately 1,788,235 shares to be issued at C$4.25 per share. The preferred shares are convertible into common shares at C$5.00 per share (0.85 common shares per preferred share), creating significant dilution to existing common shareholders. The financing also includes settlement of approximately C$3.85 million of convertible debenture and C$738,704 of other liabilities in preferred shares, further diluting equity. This is a classic dilutive issuance transaction material to investors assessing ownership and voting power.","classifier_version":"claude-haiku-4-5-20251001+prompt-6be895f9","taxonomy_version":"v1.3","classified_at":"2026-08-17T15:10:16.387350+00:00","company_name":"Nuran Wireless Inc.","ticker":"NRRWF","filing_date":"2026-08-17"},{"id":30042,"accession_number":"0001753926-26-001540","item_number":"EX-99.5","item_title":"g085842_ex99-5.htm","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"This exhibit discloses a material private placement of convertible preferred shares increased from C$6.5 million to C$7.6 million at the request of Nasdaq in connection with the Company's pending listing application. The financing involves issuance of approximately 1,788,235 Series A convertible preferred shares at C$4.25 per share, convertible into common shares at C$5.00 per share, with significant dilution to existing shareholders. The document explicitly notes dilution risk in the forward-looking statements and describes settlement of approximately C$3.85 million of convertible debenture debt plus C$738,704 of other liabilities and management salary in preferred shares, with approximately C$3 million in new cash. This is a classic dilutive equity issuance material to investors assessing ownership and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-6be895f9","taxonomy_version":"v1.3","classified_at":"2026-08-17T15:10:16.387350+00:00","company_name":"Nuran Wireless Inc.","ticker":"NRRWF","filing_date":"2026-08-17"},{"id":30043,"accession_number":"0001753926-26-001540","item_number":"EX-99.6","item_title":"g085842_ex99-6.htm","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The press release announces a C$7.6 million private placement of Series A convertible preferred shares expected to close August 14, 2026. While the primary headline is Nasdaq listing approval, the financing is a material capital-raising event involving issuance of convertible securities and warrants that will dilute existing common shareholders upon conversion. The forward-looking statements explicitly flag \"dilution to holders of common shares arising from the conversion of the preferred shares\" as a risk factor, confirming the dilutive nature of this issuance.","classifier_version":"claude-haiku-4-5-20251001+prompt-6be895f9","taxonomy_version":"v1.3","classified_at":"2026-08-17T15:10:16.387350+00:00","company_name":"Nuran Wireless Inc.","ticker":"NRRWF","filing_date":"2026-08-17"},{"id":30044,"accession_number":"0001753926-26-001540","item_number":"EX-99.7","item_title":"g085842_ex99-7.htm","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"NuRAN Wireless closed a $7.6 million private placement of Series A convertible preferred shares, issuing 1,788,233 Preferred Shares at $4.25 per share, along with 200,000 A warrants and 1,588,233 B warrants. The press release explicitly states the securities \"have not been, and will not be, registered under the United States Securities Act of 1933\" and were issued in reliance on exemptions, characteristic of a dilutive private placement. The financing materially increased shareholders' equity and reduced liabilities, making it material to investors assessing the company's capital structure and dilution risk.","classifier_version":"claude-haiku-4-5-20251001+prompt-6be895f9","taxonomy_version":"v1.3","classified_at":"2026-08-17T15:10:16.387350+00:00","company_name":"Nuran Wireless Inc.","ticker":"NRRWF","filing_date":"2026-08-17"}]}