Cuentas (CUEN) extends warrant term and applies for OTCQB listing

Rhea-AI Filing Summary

Cuentas, Inc. entered into an Amended and Restated Warrant Agency Agreement extending the expiration of its publicly traded warrants from February 4, 2026 to June 30, 2026. After that date, the warrants will no longer be exercisable.

The revised agreement allows the Board of Directors, at its discretion, to reduce the warrant exercise price and proportionately increase the number of common shares issuable per warrant. The warrants, originally issued in February 2021 unit offerings, currently have a $55.90 per-share exercise price following a one-for-thirteen reverse stock split completed on March 24, 2023. Cuentas has applied to have its common stock and warrants listed on OTCQB and notes that it has restructured its business and entered joint venture-related transactions with World Mobile, LLC and World Mobile Media Group, LLC.

Insights

Equity capital markets analyst

Cuentas extends warrant life and adds flexibility to reprice, while pursuing OTCQB listing and highlighting a World Mobile joint venture.

The company has extended the expiration of its publicly traded warrants to June 30, 2026, giving holders more time during which their instruments remain exercisable. The warrants were issued in a February 2021 unit offering and now carry a $55.90 per-share exercise price after a one-for-thirteen reverse stock split on March 24, 2023.

The amended and restated warrant agreement permits the Board, in its discretion, to reduce the warrant exercise price and proportionately increase the number of common shares purchasable upon exercise at that reduced price. This framework preserves the original economic ratio while allowing pricing adjustments if the Board determines they are appropriate.

Cuentas also states that it has applied to have its common stock and warrants listed on OTCQB and notes a business restructuring with transactions under a joint venture involving World Mobile, LLC and World Mobile Media Group, LLC. Subsequent company filings may provide more detail on the joint venture structure and any listing outcome.

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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): February 4, 2026 (January 29, 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 7.01 Regulation FD Disclosure

On February 4, 2026, Cuentas. Inc. (the “Company”) issued a press release (the “Press Release”) announcing the extension of the expiration date of the Company’s public warrants from February 4, 2026 to June 30, 2026. The Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information in this Item 7.01, including Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Cuentas under the Securities Act of 1933, as amended, (the “Securities Act”) or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information contained in this Item 7.01, including Exhibit 99.1.

Item 8.01. Other Events.

On January 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 February 4, 2026 to June 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 January 29, 2026, by and between the Company and Olde Monmouth Stock Transfer Co., Inc., as Warrant Agent.
99.1		Press Release issued February 4, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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: February 4, 2026	By:	/s/ Shalom Arik Maimon
		Shalom Arik Maimon
		Chief Executive Officer

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FAQ

What did Cuentas (CUEN) change about its public warrants?

Cuentas extended the expiration date of its publicly traded warrants to June 30, 2026, under an Amended and Restated Warrant Agency Agreement. After that new expiration date, the warrants can no longer be exercised for shares of common stock.

What is the new expiration date for Cuentas (CUEN) warrants?

The company’s outstanding publicly traded warrants now expire on June 30, 2026, instead of February 4, 2026. At and after June 30, 2026, holders will no longer be able to exercise these warrants to purchase Cuentas common stock.

Can Cuentas (CUEN) change the exercise price of its warrants?

Yes. The amended and restated warrant agreement allows Cuentas’ Board of Directors, in its discretion, to voluntarily reduce the warrant exercise price and proportionately increase the number of common shares issuable per warrant at that reduced exercise price, preserving the overall economic relationship.

What is the current exercise price of Cuentas (CUEN) warrants?

The warrants originally had a $4.30 per-share exercise price but now have a $55.90 exercise price following a one-for-thirteen reverse stock split completed on March 24, 2023. This higher price reflects only the mechanical adjustment from the reverse split ratio.

Where does Cuentas (CUEN) plan to list its common stock and warrants?

Cuentas has applied to have both its common stock and its warrants listed on OTCQB. This application indicates the company’s intention to have its securities traded on that over-the-counter marketplace, subject to meeting OTCQB requirements and acceptance.

How were Cuentas (CUEN) warrants originally issued?

The warrants were issued as part of an underwritten offering of Cuentas units in February 2021. Each unit consisted of one share of common stock and one warrant, creating a combined equity and derivative package for investors in that offering.

What joint venture activity did Cuentas (CUEN) reference in 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 mentions these joint venture-related steps without providing additional structural or financial details.