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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). |
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 |
