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Cuentas extends warrants to December 31, 2026

The agreement also gives Cuentas' board discretion to lower the warrant exercise price and proportionately increase the shares purchasable at that price.

(High)

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Form Type
8-K

Rhea-AI Filing Summary

Cuentas, Inc. (CUEN) entered an amended and restated warrant agency agreement with Olde Monmouth Stock Transfer Co., Inc., extending the expiration date of its outstanding publicly traded warrants from September 30, 2026, to December 31, 2026. At and after that date, the warrants may no longer be exercised.

The warrant exercise price was initially $4.30 per share and increased to $55.90 per share as a result of a one-for-thirteen reverse stock split completed March 24, 2023. Other warrant terms remain unmodified. Cuentas has applied to have its common stock and warrants listed on OTCQB and says it restructured its business and entered certain transactions as part of a joint venture with World Mobile, LLC and World Mobile Media Group, LLC.

Filing Explained

The agreement gives Cuentas’ board discretion to lower the warrants’ exercise price while proportionately increasing shares purchasable; if used and exercised, that means more potential dilution, but this filing reports authority—not a price change or exercise.

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, or exhibit attachments filed with this report.
Initial warrant exercise price $4.30 per share Initially set for the publicly traded warrants
Warrant exercise price $55.90 per share Following the one-for-thirteen reverse stock split completed March 24, 2023
Previous warrant expiration date September 30, 2026 Expiration date before the amendment
Extended warrant expiration date December 31, 2026 At and after this date, the warrants may no longer be exercised
Amended and Restated Warrant Agency Agreement technical
"entered into an Amended and Restated Warrant Agency Agreement"
exercise price financial
"The exercise price of the Warrants was initially $4.30 per share"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
reverse stock split financial
"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.
underwritten offering financial
"issued as part of an underwritten offering of the Company’s units"
An underwritten offering is when a bank or group of banks agrees to buy all of a company's new shares or bonds and then resell them to outside investors, guaranteeing the company will raise a specific amount of money. It matters to investors because it adds certainty that the funding will close while increasing the number of shares or debt in the market, which can lower the price per share and change each existing owner's ownership percentage—think of a wholesaler buying an entire shipment from a maker before it reaches stores.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When do CUEN's publicly traded warrants expire?

The warrants' expiration date was extended to December 31, 2026. At and after that date, the warrants may no longer be exercised.

What is the CUEN warrant exercise price?

The exercise price was initially $4.30 per share and increased to $55.90 per share as a result of a one-for-thirteen reverse stock split completed March 24, 2023.

Can CUEN's board change the warrant exercise price?

The amended agreement gives the board discretion to voluntarily reduce the exercise price and proportionately increase the number of common shares purchasable at the reduced price.

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

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Learn about SEC filing dates
false 0001424657 0001424657 2026-09-30 2026-09-30 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): September 30, 2026 (September 30, 2026)

 

Cuentas, Inc.

(Exact name of registrant as specified in its charter)

 

Florida   000-54923   20-3537265
(State or other jurisdiction of   (Commission File Number)   (I.R.S. Employer
incorporation or organization)       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 September 30, 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 Sept. 30, 2026 to Dec 31, 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 September 30, 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: September 30, 2026 By: /s/ Shalom Arik Maimon
    Shalom Arik Maimon
Chief Executive Officer

 

 2 

 

Filing Exhibits & Attachments

4 documents

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