Beneficial Ownership Report · SCHEDULE 13G
Nuran Wireless Inc.
Beneficial Ownership Report
Structured filing — SCHEDULE 13G
primary_doc.xml
Subject company
- Company
- Nuran Wireless Inc.
- Company CIK
- 0001680637
- Street
- 2150 CYRILLE-DUQUET STREET, SUITE 100
- City
- QUEBEC
- State / country code
- A8
- Postal code
- G1N 2G3
Statement details
- Security class
- Common Shares, no par value
- Event date
- 06/30/2026
- Rule designation
- Rule 13d-1(d)
Reporting person 1
- Name
- Posen Joseph Michael
- Citizenship / organization
- A6
- Reporting person type
- IN
- Group designation
- a
- Aggregate amount owned
- 1,288,662.00
- Percent of class
- 9.8
- Sole voting power
- 1,113,507.00
- Shared voting power
- 175,155.00
- Sole dispositive power
- 1,113,507.00
- Shared dispositive power
- 175,155.00
- Comments
- The amount set forth in rows (5) and (7) include (i) 116,770 common shares ("Common Shares") of Nuran Wireless Inc. (the "Issuer") directly held by Joseph Michael Posen ("JMP"), (ii) 750 Common Shares held by 2803311 Ontario Inc., an Ontario, Canada corporation, which JMP has sole voting and sole dispositive power over, (iii) 937,602 Common Shares held by Yeshivas Limudei Hashem Society ("YLHS"), over which JMP, in his capacity as President of YLHS, has sole voting and sole dispositive power, and (iv) 58,385 Common Shares underlying warrants held directly by JMP that are currently exercisable within 60 days of June 30, 2026. JMP does not have any pecuniary or other economic interest in the Common Shares held by YLHS, and YLHS retains the economic interest in such Common Shares. The amount set forth in rows (6) and (8) include (i) 116,770 Common Shares held by JMP's spouse, which JMP has shared voting and shared dispositive power over, and (ii) 58,385 Common Shares underlying warrants held by JMP's spouse, which JMP has shared voting and shared dispositive power over, that are currently exercisable within 60 days of June 30, 2026. The percentage set forth in row (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, (ii) the 58,385 Common Shares that would be outstanding upon the exercise of warrants directly held by JMP that are exercisable within 60 days of June 30, 2026, and (iii) the 58,385 Common Shares that would be outstanding upon the exercise of warrants held by JMP's spouse that are exercisable within 60 days of June 30, 2026.
Reporting person 2
- Name
- Yeshivas Limudei Hashem Society
- Citizenship / organization
- A6
- Reporting person type
- OO
- Group designation
- a
- Aggregate amount owned
- 937,602.00
- Percent of class
- 7.2
- Sole voting power
- 937,602.00
- Shared voting power
- 0.00
- Sole dispositive power
- 937,602.00
- Shared dispositive power
- 0.00
- Comments
- For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), all Common Shares of the Issuer beneficially owned by YLHS may be deemed to be beneficially owned by JMP solely because, as President of YLHS, JMP has sole voting and sole dispositive power over such Common Shares. JMP does not have any pecuniary or other economic interest in the Common Shares held by YLHS, and YLHS retains the economic interest in such Common Shares. The percentage set forth in row (11) is calculated based on 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.
Item 1
Issuer
Nuran Wireless Inc.
Principal executive office address
2150 CYRILLE-DUQUET STREET, SUITE 100, QUEBEC, QUEBEC, CANADA, G1N 2G3.
Item 2
Citizenship
YLHS is a registered Canadian charitable organization. JMP is a Canadian citizen.
Filing person
Yeshivas Limudei Hashem Society and Joseph Michael Posen. Neither the present filing nor anything contained herein shall be construed as an admission that the Reporting Persons constitute a "group" for any purpose and each expressly disclaims membership in a group.
Principal business or residence address
YLHS - 34 Dell Park Avenue, Toronto, Ontario, Canada M6B 2T4. JMP - 34 Dell Park Avenue, Toronto, Ontario, Canada M6B 2T4.
Item 3
Not applicable indication
Y
Item 4
Percent of class
YLHS - The response set forth in row 11 and the related "Comment" on the cover page to this Schedule 13G are incorporated by reference into this Item 4. JMP - The response set forth in row 11 and the related "Comment" on the cover page to this Schedule 13G are incorporated by reference into this Item 4.
Amount beneficially owned
YLHS - The responses set forth in rows 5, 6, 7, 8 and 9 and the related "Comments" on the cover page to this Schedule 13G are incorporated by reference into this Item 4. JMP - The responses set forth in rows 5, 6, 7, 8 and 9 and the related "Comments" on the cover page to this Schedule 13G are incorporated by reference into this Item 4.
Sole voting power
YLHS - The response set forth in row 5 and the related "Comment" on the cover page to this Schedule 13G are incorporated by reference into this Item 4. JMP - The response set forth in row 5 and the related "Comment" on the cover page to this Schedule 13G are incorporated by reference into this Item 4.
Shared voting power
YLHS - The response set forth in row 6 and the related "Comment" on the cover page to this Schedule 13G are incorporated by reference into this Item 4. JMP - The response set forth in row 6 and the related "Comment" on the cover page to this Schedule 13G are incorporated by reference into this Item 4.
Sole dispositive power
YLHS - The response set forth in row 7 and the related "Comment" on the cover page to this Schedule 13G are incorporated by reference into this Item 4. JMP - The response set forth in row 7 and the related "Comment" on the cover page to this Schedule 13G are incorporated by reference into this Item 4.
Shared dispositive power
YLHS - The response set forth in row 8 and the related "Comment" on the cover page to this Schedule 13G are incorporated by reference into this Item 4. JMP - The response set forth in row 8 and the related "Comment" on the cover page to this Schedule 13G are incorporated by reference into this Item 4.
Item 5
Not applicable indication
Y
Ownership of 5% or less
N
Item 6
Not applicable indication
N
Ownership on behalf of another person
YLHS - The responses set forth in rows 5, 6, 7 and 8 and the related "Comment" on the cover page to this Schedule 13G are incorporated by reference into this Item 6. JMP - The responses set forth in rows 5, 6, 7 and 8 and the related "Comment" on the cover page to this Schedule 13G are incorporated by reference into this Item 6.
Item 7
Not applicable indication
Y
Item 8
Not applicable indication
Y
Item 9
Not applicable indication
Y
Item 10
Not applicable indication
Y
Signature 1
- Reporting person
- Posen Joseph Michael
- Signed
- Joseph Michael Posen
- Title
- Joseph Michael Posen
- Date
- 09/30/2026
Signature 2
- Reporting person
- Yeshivas Limudei Hashem Society
- Signed
- Joseph Michael Posen
- Title
- President
- Date
- 09/30/2026
Filed exhibits
- JOINT FILER AGREEMENT ↗Exhibit1JointfilerAgreement.pdf
Company context
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. 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.