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  4. [8-K] Cuentas Inc. Reports Material Event

Cuentas (CUEN) extends warrants and applies for OTCQB listing

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Cuentas, Inc. disclosed that on June 29, 2026 it entered into an Amended and Restated Warrant Agency Agreement with Olde Monmouth Stock Transfer Co., Inc. The agreement extends the expiration date of its publicly traded warrants to purchase common stock from June 30, 2026 to September 30, 2026. After that extended date, the warrants can no longer be exercised. The board is also permitted, at its discretion, to reduce the warrant exercise price and proportionately increase the number of common shares purchasable. The warrants were originally issued in February 2021 units with a $4.30 exercise price, which became $55.90 per share after a one-for-thirteen reverse stock split on March 24, 2023. Cuentas has applied to have its common stock and warrants listed on OTCQB and notes it has restructured its business and entered a joint venture with World Mobile, LLC and World Mobile Media Group, LLC.

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Insights

Cuentas extends warrant life and adds flexibility on pricing while seeking OTCQB listing.

Cuentas has extended the life of its publicly traded warrants to an expiration date of September 30, 2026. This keeps an existing class of equity-linked securities outstanding longer, preserving potential future exercises into common stock at the current exercise price of $55.90 per share.

The Amended and Restated Warrant Agency Agreement allows the board to lower the exercise price and proportionately increase the number of shares purchasable. That clause could change the economics of the warrants, but it is discretionary and not described as having been used.

The company also states it has applied for an OTCQB listing for both common stock and warrants and has restructured its business through a joint venture with World Mobile, LLC and World Mobile Media Group, LLC. Subsequent disclosures may elaborate on how these steps affect liquidity and operations.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Extended warrant expiration date September 30, 2026 New expiration for publicly traded warrants
Prior warrant expiration date June 30, 2026 Original expiry before amendment
Initial warrant exercise price $4.30 per share Set in February 2021 unit offering
Adjusted warrant exercise price $55.90 per share After one-for-thirteen reverse stock split on March 24, 2023
Reverse split ratio 1-for-13 Reverse stock split completed March 24, 2023
A/R Warrant Agreement date June 29, 2026 Date of Amended and Restated Warrant Agency Agreement
Amended and Restated Warrant Agency Agreement financial
"the Company entered into an Amended and Restated Warrant Agency Agreement (the “A/R Warrant Agency Agreement”)"
Warrant Agent financial
"between the Company and Olde Monmouth Stock Transfer Co., Inc., as Warrant Agent"
A warrant agent is the independent third party that handles the paperwork and logistics for financial warrants — the detachable instruments that give holders the right to buy a company’s stock at a set price. Think of the agent as a registrar or clerk who records ownership, processes exercises and transfers, collects payments, and issues new shares, which matters to investors because it ensures exercises are honored, reduces paperwork errors and helps prevent disputes or fraud.
reverse stock split financial
"increased to $55.90 as a result of a one for thirteen reverse stock split completed on March 24, 2023"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
OTCQB financial
"The Company has applied to have the Common Stock and Warrants listed on OTCQB."
OTCQB is a tier of the over‑the‑counter (OTC) market where smaller or developing companies list their shares for trading without being on a major stock exchange. Think of it like a well‑kept side street market: companies must meet basic reporting and transparency checks so investors get more information than the lowest OTC tier, but trading is usually less liquid and riskier than on big exchanges. Investors care because OTCQB listings can offer early access to growth stories but come with higher price swings and greater chance of limited resale options.
joint venture financial
"entered into certain transactions as part of a joint venture with World Mobile, LLC and World Mobile Media Group, LLC."
A joint venture is when two or more companies team up to work on a specific project or business idea, sharing both the risks and the rewards. It’s like friends starting a lemonade stand together—each contributes resources and they split the profits, making it easier to succeed than going alone.

FAQ

What did Cuentas (CUEN) change about its warrants in this 8-K?
Cuentas extended the expiration date of its publicly traded warrants to purchase common stock from June 30, 2026 to September 30, 2026. After that extended date, the warrants may no longer be exercised, keeping this financing option open for an additional three months.

Can Cuentas (CUEN) change the exercise price of its outstanding warrants?
Yes. The amended and restated warrant agreement allows Cuentas’ board, in its discretion, to voluntarily reduce the warrant exercise price. If it does so, the number of common shares purchasable upon exercise must be proportionately increased to keep the overall economic value aligned.

What is the current exercise price of Cuentas (CUEN) warrants?
The warrants initially had a $4.30 per share exercise price when issued in a February 2021 underwritten unit offering. Following a one-for-thirteen reverse stock split completed on March 24, 2023, the exercise price became $55.90 per share under the adjusted capital structure.

Where does Cuentas (CUEN) plan to list its common stock and warrants?
Cuentas states that it has applied to have both its common stock and its publicly traded warrants listed on the OTCQB marketplace. This step is intended to provide a trading venue for the securities, subject to the application and listing process outcomes.

What business changes does Cuentas (CUEN) mention in connection with this filing?
Cuentas notes that it has restructured its business and entered into certain transactions as part of a joint venture with World Mobile, LLC and World Mobile Media Group, LLC. The filing does not detail financial terms but indicates a strategic collaboration and business realignment.

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

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false 0001424657 2026-06-29 0001424657 2026-06-29 2026-06-29 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): June 30, 2026 (June 29, 2026)

 

Cuentas, Inc.

(Exact name of registrant as specified in its charter)

 

Florida   000-54923   20-3537265
(State or other jurisdiction of
incorporation or organization)		   (Commission File Number)   (I.R.S. Employer
Identification Number)

 

235 Lincoln Rd., Suite 210

Miami Beach, FL

(Address of principal executive offices)

 

33139

(Zip Code)

 

305-537-6832

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

 

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered under Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Act:

 

Common Stock, $0.001 par value

Warrants, each exercisable for one share of Common Stock

(Title of class)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

 

Item 3.03 Material Modifications to Rights of Security Holders.

 

Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

 

Item 8.01. Other Events.

 

On June 29, 2026, the Company entered into an Amended and Restated Warrant Agency Agreement (the “A/R Warrant Agency Agreement”) to that certain Warrant Agency Agreement, dated as of February 1, 2021 between the Company and Olde Monmouth Stock Transfer Co., Inc., as Warrant Agent (the “Original Warrant Agreement”), pursuant to which the expiration date of the Company’s outstanding publicly traded warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), was extended from June 30, 2026 to Sept. 30, 2026 (the “Extended Expiration Date”). At and after the Extended Expiration Date, the Warrants may no longer be exercised. The A/R Warrant Agreement also allows the Board of Directors of the Company in its discretion to voluntarily reduce the exercise price of the Warrants and proportionately increase the number of shares of Common Stock purchasable upon exercise of the Warrants at the reduced exercise price. Other than as set forth above, the terms of the Warrants set forth in the A/R Warrant Agreement remain unmodified and in full force and effect.

 

The Warrants were issued as part of an underwritten offering of the Company’s units in February 2021. Each unit consisted of one share of Common Stock and one Warrant. The exercise price of the Warrants was initially $4.30 per share, but increased to $55.90 as a result of a one for thirteen reverse stock split completed on March 24, 2023. The Company has applied to have the Common Stock and Warrants listed on OTCQB. The Company has restructured its business and entered into certain transactions as part of a joint venture with World Mobile, LLC and World Mobile Media Group, LLC.

 

The foregoing description of the A/R Warrant Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the A/R Warrant Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

10.1   Amended and Restated Warrant Agency Agreement, dated as of June 29, 2026, by and between the Company and Olde Monmouth Stock Transfer Co., Inc., as Warrant Agent.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  CUENTAS INC.
   
Date: June 30, 2026 By: /s/ Shalom Arik Maimon
    Shalom Arik Maimon
    Chief Executive Officer

 

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Source: View Original Filing on SEC EDGAR

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