Form SCHEDULE 13G Nuran Wireless Inc. Filed by: Wagner Menachem
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Nuran Wireless Inc. (Name of Issuer) |
Common Shares, no par value (Title of Class of Securities) |
(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) |
SCHEDULE 13G
|
| CUSIP No. |
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 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
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| 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 No.:
| |
| 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. | |
| 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.
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