NuRAN's C$7.6 Million Nasdaq Financing Brought In C$3 Million of Cash. The Other C$4.6 Million Cleared Debt.

by Imogen Farrow · August 16, 2026

Listings Reporter, The MicroCap Herald

NuRAN Wireless Inc., a Quebec-based operator of rural cellular networks in Africa, said on Aug. 13 that Nasdaq has approved its application to list its common shares on the Nasdaq Capital Market and that trading is expected to commence Monday, Aug. 17, under the ticker NUR. The release carries the company's existing listings in its own header — Canadian Securities Exchange (NUR), U.S. over-the-counter (NRRWF) and Frankfurt (1RN) — and announces no change to any of them.

The approval is not the same thing as a start date. In the same release the company said certain administrative items remain to be completed prior to the first day of trading, including payment of the balance of the Nasdaq entry fee and the filing of the Nasdaq certification, and that the commencement of trading remains subject to completing those items and to the company continuing to satisfy all applicable Nasdaq listing requirements. It added that no assurance can be provided that trading will commence on Aug. 17 or at all. The Aug. 14 closing release repeats all three statements.

Chief Executive Francis Létourneau was flatter about it than the disclaimer printed in the same document. "Monday we begin trading on Nasdaq," he said in the Aug. 14 release.

The financing that made the listing possible closed after Friday's bell — the last U.S. session before the expected debut. In a release timestamped 5:25 p.m. on Friday, Aug. 14, NuRAN said it had completed a private placement of Series A convertible preferred shares for aggregate consideration of $7,600,000, issuing 1,788,233 preferred shares at $4.25 each.

The closing release prints most of those figures with a bare dollar sign, but the document resolves the currency itself: it also states the aggregate as C$7,600,000 and the management salary component as C$518,704 — the same two amounts it renders elsewhere as $7,600,000 and $518,704. The Aug. 13 and Aug. 7 releases describing the same transaction use C$ throughout, and NuRAN's audited financial statements are presented in Canadian dollars. Figures below are given in Canadian dollars on that basis; where a figure is shown with a bare dollar sign it is reproduced as the closing release printed it.

The composition of that C$7.6 million is the part worth reading twice. According to the closing release, approximately C$3,862,143 of it came through the settlement and extinguishment of a convertible debenture, C$518,704 through the settlement of accrued and unpaid salary owed to three members of management, and C$219,153 through the settlement of other indebtedness and accounts payable. The balance, C$3,000,000, was cash. The four components sum exactly to the stated C$7,600,000, so C$4.6 million of the headline figure never moved as money — it retired obligations the company already owed.

The Aug. 7 release names the three executives whose accrued salary was converted into preferred stock: Francis Létourneau, chief executive and a director; James Bailey, the chief financial officer; and David Christopher Parsons, the chief technology officer. It does not break the C$518,704 out by individual. That makes a related-party element part of the capital structure NuRAN is carrying onto Nasdaq.

That same Aug. 7 release also records that the deal grew. NuRAN said it had increased the aggregate size of the placement from C$6,500,001 to C$7,600,000 and raised the maximum number of Series A preferred shares issuable from 1,700,000 to 2,000,000. It set the conversion price at C$5.00 per common share, meaning each preferred share subscribed at C$4.25 converts into 0.85 of a common share rather than one for one.

Neither the Aug. 7 nor the Aug. 14 release states a dividend rate. The Series A share terms NuRAN furnished to the U.S. Securities and Exchange Commission on Form 6-K on July 31 set a cumulative dividend of 15% a year, payable in kind, rising to 30% a year upon an event of default. The Herald was unable to retrieve NuRAN's filings from EDGAR directly and read that document, and the Schedule 13G cited below, as reproduced on the filing-tracking service Stock Titan, which carries the filing text alongside its own summary; the figures attributed here to those two filings appear in the filing text on those pages rather than in the summaries. Because the dividend is paid in kind rather than in cash, the amount ultimately convertible into common stock grows with time rather than staying fixed at Friday's number.

The placement also carries warrants on a one-for-one basis against the preferred shares issued: 200,000 A warrants exercisable at $10.00 per common share for four years, and 1,588,233 B warrants exercisable at $5.00 per common share for five years, both as printed in the closing release. The two tranches total 1,788,233 warrants, matching the preferred share count exactly.

Put against the existing equity, the arithmetic is straightforward. Converting all 1,788,233 preferred shares at 0.85 produces roughly 1.52 million common shares; exercising all 1,788,233 warrants would produce another 1,788,233 common shares. Together that is about 3.31 million common shares issuable. A Schedule 13G signed in July by Pacific Investment Holdings Ltd., disclosing a 1,157,900-share position and an 8.8% stake, calculated that percentage on 13,084,716 common shares outstanding as of March 31, 2026. The convertible and exercisable overhang from Friday's deal therefore equals roughly a quarter of that outstanding count, before any paid-in-kind accrual is added.

The outstanding share count itself has moved violently and recently. A Canadian Securities Exchange bulletin dated Dec. 8, 2025 recorded a consolidation of one post-consolidation common share for every 300 pre-consolidation shares, with trading on the consolidated basis beginning Dec. 9, 2025 and approximately 409,435 common shares outstanding at that point. NuRAN's audited consolidated financial statements for the year ended Dec. 31, 2025 show 13,069,567 common shares outstanding at year end, three weeks later, against 195,647 for the 2024 comparative. The statements say the comparative figures are retroactively adjusted for the 300-for-1 consolidation, so every one of these counts is post-consolidation; mixing them with pre-consolidation prices or share counts will not reconcile. Management attributes the year-end jump to a December 2025 restructuring that converted more than C$20 million of debt and accounts payable to equity alongside a private placement raising C$5.8 million in gross proceeds.

The operating business behind the listing is small and the losses are not. The 2025 statements report revenue of C$4,168,154, down from C$4,364,327 in 2024, and a net loss of C$21,436,048 against C$8,755,861 the prior year. Cash was C$4,665,392 at Dec. 31, 2025 and the company reported a working capital deficit of C$5,001,442, narrowed from C$19,103,397 a year earlier. The statements disclose a material uncertainty related to going concern, citing recurring losses from operations, negative operating cash flows, a working capital deficiency and an accumulated deficit that raise substantial doubt about the company's ability to continue as a going concern.

The first quarter of 2026 improved on some of those lines and not others. Per the company's Form 6-K covering the three months ended March 31, 2026, revenue was C$871,066 and the net loss was C$2,166,574. Cash stood at C$1,933,539 at quarter end and working capital had turned to a C$113,134 surplus — current assets of C$16,378,312 against current liabilities of C$16,265,179 — from the C$5,001,442 deficiency at Dec. 31. The company repeated that conditions indicate material uncertainties casting significant doubt on its ability to continue as a going concern.

That going-concern language is the context for the C$3.0 million of new cash Friday's closing produced, and it sits against a C$2,166,574 first-quarter net loss and a C$1,933,539 quarter-end cash balance. Neither release states how long the proceeds are expected to fund operations. The closing release says only that the net cash proceeds are earmarked for the ongoing development of the company's business and for general working capital purposes.

One further term bears on the conversion math if the Canadian listing status changes. Under the Series A terms furnished on July 31, the conversion price is fixed while the common shares remain listed on the CSE; on a delisting it becomes a floating price set by reference to 95% of the lowest trade price over a five-trading-day window on Nasdaq — a feature that produces more common shares as the price falls. Those terms also cap each holder's beneficial ownership at 4.99% of the common shares, adjustable to a ceiling not in excess of 9.99%, and require the consent of holders of at least 67% of the outstanding Series A shares for actions including creating a senior or parity series, increasing the Series A maximum and declaring cash dividends. The July 31 document sets the fixed conversion price at C$4.25 per common share, one-for-one; the offering was upsized after that filing and the Aug. 7 release sets the conversion price at C$5.00. The dilution figures above use the later C$5.00 price.