UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal quarter ended March 31, 2026
☐ TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________
to _______________
Commission File Number: 001-39973
CUENTAS, INC.
(Exact name of Registrant as specified in its charter)
| Florida | | 20-3537265 |
(State or Other Jurisdiction of
Incorporation or Organization) | | (I.R.S. Employer
Identification No.) |
235 Lincoln Rd., Suite 210, Miami Beach, FL
33139
(Address of principal executive offices)
305-537-6832
(Registrant’s telephone number)
Securities registered pursuant to Section 12(b)
of the Act:
None
Securities registered pursuant to Section 12(g)
of the Act:
Common Stock, $0.001 par value
Warrants
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
☒ No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| | 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. ☐
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements ☐
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s
classes of common equity, as of the latest practicable date: As of May 15, 2026, the issuer had 7,952,797 shares of its common stock issued
and outstanding.
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CUENTAS, INC.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
AS OF MARCH 31, 2026
IN U.S. DOLLARS
TABLE OF CONTENTS
| |
Page |
| CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED): |
|
| |
|
| Unaudited Condensed Consolidated Interim Balance Sheets |
1 |
| |
|
| Unaudited Condensed Consolidated Interim Statements of Comprehensive Loss |
2 |
| |
|
| Unaudited Condensed Consolidated Interim Statements of Stockholders’ Deficit |
3 |
| |
|
| Unaudited Condensed Consolidated Interim Statements of Cash Flows |
4 |
| |
|
| Notes to Condensed Consolidated Interim Financial Statements |
5 - 10 |
CUENTAS, INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM BALANCE
SHEETS
(USD in thousands except share and per share data)
| | |
March 31, | | |
December 31, | |
| | |
2026 | | |
2025 | |
| Assets | |
| | |
| |
| Current Assets | |
| | |
| |
| Cash and cash equivalents | |
$ | 72 | | |
| 57 | |
| Accounts Receivables – related parties | |
| 271 | | |
| 271 | |
| Other receivables – related parties | |
| 472 | | |
| 513 | |
| Other receivables | |
| 17 | | |
| - | |
| Total Current Assets | |
| 832 | | |
| 841 | |
| Investment in unconsolidated entity | |
| 52 | | |
| 121 | |
| Total assets | |
$ | 884 | | |
| 962 | |
| | |
| | | |
| | |
| Liabilities and Stockholders’ Deficit | |
| | | |
| | |
| Current Liabilities | |
| | | |
| | |
| Trade payable | |
| 1,398 | | |
| 1,545 | |
| Other accounts liabilities | |
| 1,173 | | |
| 1,246 | |
| Liability to an unconsolidated entity | |
| 80 | | |
| 175 | |
| Warrants liability, net | |
| 194 | | |
| 127 | |
| Notes and Loan payable | |
| 1,466 | | |
| 1,817 | |
| Total Current Liabilities | |
| 4,311 | | |
| 4,910 | |
| | |
| | | |
| | |
| Total Liabilities | |
| 4,311 | | |
| 4,910 | |
| | |
| | | |
| | |
| Stockholders’ Deficit | |
| | | |
| | |
Common stock, 0.001 par value each: 27,692,308 shares authorized as of March 31, 2026 and December 31, 2025, respectively; issued and outstanding 7,942,407shares as of March 31, 2026 and 4,377,388 as of December 31, 2025. | |
| 8 | | |
| 4 | |
| Additional paid-in capital | |
| 56,921 | | |
| 55,836 | |
| Treasury Stock | |
| (33 | ) | |
| (33 | ) |
| Receipts on account of shares | |
| - | | |
| 71 | |
| Accumulated deficit | |
| (60,323 | ) | |
| (59,826 | ) |
| Total Stockholders’ Deficit | |
| (3,427 | ) | |
| (3,948 | ) |
| Total Liabilities and Stockholders’ Deficit | |
$ | 884 | | |
| 962 | |
The accompanying notes are an integral part
of the condensed consolidated interim financial statements.
CUENTAS, INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS
OF COMPREHENSIVE LOSS
(USD in thousands except share and per share data)
| | |
Three months ended | |
| | |
March 31 | |
| | |
2026 | | |
2025 | |
| | |
| | |
| |
| Operating expenses | |
| | |
| |
| Selling, General and administrative expenses | |
| (333 | ) | |
| (283 | ) |
| Total Operating expenses | |
| (333 | ) | |
| (283 | ) |
| | |
| | | |
| | |
| Operating loss | |
| (333 | ) | |
| (283 | ) |
| | |
| | | |
| | |
| Other expenses | |
| | | |
| | |
| Interest (expenses) income, net | |
| (28 | ) | |
| (116 | ) |
| Gain (loss) from Change in fair value of derivative warrants liability, net | |
| (67 | ) | |
| - | |
| | |
| | | |
| | |
| Total other expenses | |
| (95 | ) | |
| (116 | ) |
| Company’s share of equity losses | |
| (69 | ) | |
| - | |
| Net loss | |
$ | (497 | ) | |
$ | (399 | ) |
| | |
| | | |
| | |
| Loss per share (basic and diluted) | |
| (0.09 | ) | |
| (0.15 | ) |
| | |
| | | |
| | |
| Basic and diluted weighted average number of shares of common stock outstanding | |
| 5,534,501 | | |
| 2,919,668 | |
The accompanying notes are an integral part
of the condensed consolidated interim financial statements.
CUENTAS, INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS
OF CHANGES IN STOCKHOLDERS’ DEFICIT
(USD in thousands, except share and per share data)
| | |
Number of Shares (**) | | |
Amount | | |
Additional paid-in capital | | |
Treasury stock | | |
Receipts on account of shares | | |
Accumulated deficit | | |
Total stockholders’ deficit | |
| BALANCE AT DECEMBER 31, 2025 | |
| 4,377,388 | | |
| 4 | | |
| 55,836 | | |
| (33 | ) | |
| 71 | | |
| (59,826 | ) | |
| (3,948 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Issuance of shares | |
| 1,799,906 | | |
| 2 | | |
| 669 | | |
| - | | |
| (71 | ) | |
| - | | |
| 600 | |
| Conversion notes | |
| 1,515,113 | | |
| 2 | | |
| 373 | | |
| - | | |
| - | | |
| - | | |
| 375 | |
| Share based Compensation | |
| 250,000 | | |
| - | | |
| 43 | | |
| - | | |
| - | | |
| - | | |
| 43 | |
| Net loss for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (497 | ) | |
| (497 | ) |
| BALANCE AT MARCH 31, 2026 | |
| 7,642,407 | | |
| 8 | | |
| 56,921 | | |
| (33 | ) | |
| - | | |
| (60,323 | ) | |
| (3,427 | ) |
| | |
Number of Shares | | |
Amount | | |
Additional paid-in capital | | |
Treasury stock | | |
Accumulated deficit | | |
Total stockholders’ deficit | |
| BALANCE AT DECEMBER 31, 2024 | |
| 2,719,668 | | |
| 3 | | |
| 55,115 | | |
| (33 | ) | |
| (58,255 | ) | |
| (3,170 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Share based Compensation | |
| - | | |
| - | | |
| 18 | | |
| - | | |
| - | | |
| 18 | |
| Net loss for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| (399 | ) | |
| (399 | ) |
| BALANCE AT MARCH 31, 2025 | |
| 2,719,668 | | |
| 3 | | |
| 55,133 | | |
| (33 | ) | |
| (58,654 | ) | |
| (3,551 | ) |
CUENTAS, INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS
OF CASH FLOWS
(USD in thousands)
| | |
Three months ended | |
| | |
March 31, | |
| | |
2026 | | |
2025 | |
| CASH FLOWS FROM OPERATING ACTIVITIES: | |
| | |
| |
| Net loss | |
$ | (497 | ) | |
| (399 | ) |
| Adjustments required to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
| Stock based compensation and shares issued for services | |
| 43 | | |
| 18 | |
| Amortization of discounts and accrued interest on loans | |
| 22 | | |
| 116 | |
| Gain from change in fair value of derivative warrants liability | |
| 67 | | |
| | |
| Company’s share of equity losses | |
| 69 | | |
| - | |
| Changes in Operating Assets and Liabilities: | |
| | | |
| | |
| Decrease in other current assets | |
| (17 | ) | |
| 157 | |
| Changes in related parties, net | |
| 41 | | |
| 36 | |
| (Decrease) increase in accounts payable | |
| (147 | ) | |
| 57 | |
| Increase (decrease) in other accounts liabilities | |
| 229 | | |
| - | |
| | |
| | | |
| | |
| Net cash used in operating activities | |
| (190 | ) | |
| (15 | ) |
| | |
| | | |
| | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | |
| | | |
| | |
| Proceeds from sale of investments in unconsolidated entities | |
| - | | |
| - | |
| | |
| | | |
| | |
| Net cash provided by (used in) investing activities | |
| - | | |
| | |
| | |
| | | |
| | |
| CASH FLOWS FROM FINANCE ACTIVITIES: | |
| | | |
| | |
| Issued shares | |
| 300 | | |
| - | |
| Repayment of loan from a related party | |
| (95 | ) | |
| - | |
| Net cash provided by finance activities | |
| 205 | | |
| - | |
| | |
| | | |
| | |
| DECREASE IN CASH AND CASH EQUIVALENTS | |
| 15 | | |
| (15 | ) |
| | |
| | | |
| | |
| CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | |
| 57 | | |
| 15 | |
| | |
| | | |
| | |
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | |
$ | 72 | | |
| - | |
| | |
| | | |
| | |
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTMENT AND FINANCING ACTIVITIES: | |
| | | |
| | |
| | |
| | | |
| | |
| Issuance of Shares of common stock upon conversion of notes | |
| 373 | | |
| - | |
| Issuance of Shares of common stock in settlement of other liabilities | |
| 300 | | |
| - | |
| Cash paid during the period for interest | |
| - | | |
| - | |
| Cash paid during the period for taxes | |
| - | | |
| - | |
The accompanying notes are an integral part
of the condensed consolidated interim financial statements
CUENTAS, INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL
STATEMENTS (unaudited)
(USD in thousands, except share and per share data)
NOTE 1 –
GENERAL
Cuentas, Inc. (the “Company”)
was incorporated under the laws of the State of Florida on September 21, 2005. The Company owns 100% of Meimoun & Mammon LLC, a wholly
owned subsidiary that is licensed to provide telecommunications services, but currently has no operations. The Company owns 50% of CUENTASMAX
LLC, which installs WiFi6 shared network (“WSN”) systems in locations in the New York metropolitan tristate area using
access points and small cells to provide users with access to the WSN.
On September 3, 2024, the Company signed
a Non Binding Letter of Intent (LOI) with World Mobile Group Ltd (“World Mobile”), a UK limited company to leverage the World
Mobile sharing economy to expand network coverage and provide affordable connectivity, while also offering Cuentas’ digital products
to customers.
Cuentas and World Mobile will collaborate
to integrate Cuentas’ fintech, banking, payments, remittance, and other financial services into the World Mobile app and ecosystem.
This integration aims to enhance the user experience and expand the range of available services.
World Mobile transferred $50 to Cuentas
as a refundable Security Deposit upon signing the LOI. This LOI serves as a preliminary expression of intent between World Mobile and
Cuentas and is not legally binding, except where explicitly stated.
On April 21, 2025, the Company and
World Mobile entered into a Contribution Agreement to form World Mobile LLC, a Delaware limited liability company (the “JV Company”),
as a joint venture to operate a mobile virtual network operator (“MVNO”) business. The Company will hold a 51% membership
interest and World Mobile will hold a 49% membership interest in the JV Company, with World Mobile’s appointee serving as the sole
managing member. Profits, losses, and cash distributions of the JV Company are generally allocated 85% to World Mobile Group and 15% to
the Company, except that for certain “Cuentas-related Brands,” such allocations are 85% to Cuentas and 15% to World Mobile
Group. The Company contributes rights, title, and interest in its MVNO business (including the PLUM contract) to the JV Company, while
World Mobile contributes $300 in capital.
On April 23, 2025 and May 15, 2025,
Cuentas executed related letter agreements confirming the assignment of its Reseller Master Services Agreement with UVNV, Inc. (d/b/a
PLUM) to the JV Company and granting the Company management of certain Cuentas Mobile brands on the JV Company platform, with respective
profit/loss sharing as noted above.
The Company is focusing its business
mainly on developing internal and vertical markets for Cuentas Mobile, the Company’s Cellular Telecommunications solution.
CUENTAS, INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL
STATEMENTS (unaudited)
(USD in thousands, except share and per share data)
NOTE 1 –
GENERAL (continued)
GOING CONCERN
The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern. As of March 31, 2026, the Company had $72 in cash and cash
equivalents, $3,479 in negative working capital, shareholder’s deficit of $3,427 and an accumulated deficit of $60,323. These conditions
raise substantial doubt about the Company’s ability to continue as a going concern. Company’s ability to continue as a going
concern is dependent upon raising capital from financing transactions and revenue from operations. Management anticipates their business
will require substantial additional investments that have not yet been secured. Management is continuing in the process of fund raising
in the private equity and capital markets as the Company will need to finance future activities.. These financial statements do not include
any adjustments that may be necessary should the Company be unable to continue as a going concern.
NOTE 2 –
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Basis of presentation
The accompanying unaudited consolidated
financial statements include the accounts of the Company and its subsidiaries, prepared in accordance with accounting principles generally
accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q and Article 10 of U.S. Securities
and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of management, the financial statements presented herein have
not been audited by an independent registered public accounting firm but include all material adjustments (consisting of normal recurring
adjustments) which are, in the opinion of management, necessary for a fair statement of the financial condition, results of operations
and cash flows for the for three-months ended March 31, 2026. However, these results are not necessarily indicative of results for any
other interim period or for the year ended December 31, 2026. The preparation of financial statements in conformity with GAAP requires
the Company to make certain estimates and assumptions for the reporting periods covered by the financial statements. These estimates and
assumptions affect the reported amounts of assets, liabilities, revenues, and expenses. Actual amounts could differ from these estimates.
Certain information and footnote disclosures normally included in financial
statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the U.S. Securities
and Exchange Commission (“SEC”). The accompanying unaudited consolidated financial statements should be read in conjunction
with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December
31, 2025, filed with the SEC on April 23, 2026 (the “2025 Form 10-K”). For further information, reference is made to the consolidated
financial statements and footnotes thereto included in the 2025 Form 10-K.
Principles of Consolidation
The accompanying unaudited condensed
consolidated financial statements are prepared in accordance with GAAP. The unaudited condensed consolidated financial statements of the
Company include the Company and its wholly-owned and majority-owned subsidiaries. All inter-company balances and transactions have been
eliminated.
CUENTAS, INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL
STATEMENTS (unaudited)
(USD in thousands, except share and per share data)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES AND BASIS OF PRESENTATION (continued)
Use of Estimates
The preparation of unaudited condensed
consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and expenses, and disclosure
of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates.
Fair Value Measurement
Fair value is the price that would
be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three
levels, and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair
value measurement:
Level 1: Unadjusted quoted prices in
active markets for identical assets and liabilities.
Level 2: Observable inputs other than
those included in Level 1. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical
assets or liabilities in inactive markets.
Level 3: Significant unobservable inputs
reflecting management’s own assumptions about the inputs used in pricing the asset or liability.
Our financial instruments consist of
cash, accounts receivable, accounts payable, accrued expenses, notes payables, and other accrued liabilities. The carrying value of these
instruments approximates fair value as a result of the short duration of such instruments or due to the variability of the interest cost
associated with such instruments.
Recently Adopted Accounting Standards
During the three months ended March
31, 2026, the Company was not required to adopt any recently issued accounting standards.
NOTE 3 – EVENTS DURING THE PERIOD AND
AFTER
Convertible notes
On February 23, 2026, World Mobile Group Ltd. exercised its conversion rights regarding the $260 convertible promissory note which was converted in its entirety in exchange for 1,277,018 common shares, equal to approx. 18.5% of Cuentas equity.
On March 9, 2026, Matthew Shulman exercised
its conversion rights regarding the $100 convertible promissory note which was converted in its entirety in exchange for 238,095 common
shares.
CUENTAS, INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL
STATEMENTS (unaudited)
(USD in thousands, except share and per share data)
NOTE 3 –
EVENTS DURING THE PERIOD AND AFTER (continued)
Fintech license.
Also on September 18, 2025, the Company
entered into a 16-month license with Mr. De Prado granting use and access to the Fintech assets (as detailed in Schedule A) with those
assets to be held in escrow by AM Law until the Note Two option is exercised. MVNO assets are expressly excluded. The various agreements
with Mr. Michael De Prado were signed on September 18, 2025 but were not fully consummated until October 21, 2025. The Fintech assets
were delivered electronically to Mr. De Prado on Jan. 19, 2026.
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.
On January 7, 2026, Cuentas, Inc. (the
“Company”) entered into a Limited Liability Company Agreement (“LLC Agreement”) with Tummo Road LLC (“Tummo”)
as members of World Mobile Media Group LLC (the “JV” or the “Company LLC”), a Delaware limited liability company
(World Mobile Media Group LLC) which the parties intend to form by filing a certificate of formation by January 21, 2026. The JV is intended
to operate an internet-delivered “over-the-top” media and digital content platform and will operate publicly as “World
Mobile Media” or “WMM,” including a continuous programming channel known as “WMM 24/7.”
The Company will hold a 51% membership interest
and Tummo will hold a 49% membership interest.
Under the LLC Agreement, the Company
will designate one (1) individual and Tummo will designate one (1) individual to serve as the two “Managing Members,” who
will jointly manage the JV’s day-to-day operations.  Certain major actions require prior written consent of members holding
at least 66 2/3% of the membership interests, including specified mergers, acquisitions, dissolutions, or certain dispositions/licenses
of company assets (as described in the agreement) and changes to allocations/distributions or tax treatment.
Net income and loss are allocated 51%
to the Company and 49% to Tummo, and the agreement states that the determination of net income and loss for each quarterly fiscal
period (and related financial statements) will be subject to review and approval by the Company’s Board of Directors prior to final
allocation. The JV is also required to provide members unaudited quarterly financial statements within 30 days of quarter-end and audited
annual financial statements within 90 days of year-end, and to maintain records accessible electronically to members.
CUENTAS, INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL
STATEMENTS (unaudited)
(USD in thousands, except share and per share data)
NOTE 3 –
EVENTS DURING THE PERIOD AND AFTER (continued)
The agreement includes restrictions
on transfers of membership interests (generally requiring the other member’s prior written consent), and provides for dispute resolution
through mediation followed by binding, expedited arbitration administered by the American Arbitration Association in Dover, Delaware.
The agreement also states that Tummo “shall
assist to coordinate a Securities Purchase Agreement for a total $400 in cash, payable to Cuentas, of which $150 will be made
available to World Mobile Media Group LLC.”
On February 26, 2026, the Company entered into
a Securities Purchase Agreement with P.W. Janssen (“Janssen”), coordinate with the assistance of Tummo, pursuant to which
the Company issued and sold to Janssen 714,286 share of the Company’s common stock (the “Shares”), and a five-year
warrant to purchase up to 714,286 additional shares of common stock (the “Warrant”) , for aggregate gross proceeds
of $300 ($0.42 per unit). The exercise price of the Warrant is $0.42 per share, subject to anti-dilution adjustments. The
Company granted Janssen piggyback registration rights with respect to the resale of the shares issued and issuable pursuant to the Securities
Purchase Agreement.
Hallo 015 Agreement
Related to the agreement signed on November 12,
2025, between Company, through its subsidiary World Mobile LLC, and International Communications 015 Ltd (dba “Hallo 015”),
an Israeli telecommunications distributor initial services were provided starting April 2026.
Bonuses approved to Arik and Micheal in 2026
During April 2026, the Compensation Committee
of Cuentas, Inc. approved certain compensation-related payments to senior executive officers pursuant to employment agreements and committee
resolutions.
The approved compensation includes annual incentives, retention bonuses,
deferred work bonuses, and reimbursement of employee benefits. The total bonus approved for each of the executives, Mr. Shalom Arik Maimon
and Mr. Michael De Prado, amounts to approximately $170 thousand.
NOTE 4 –
STOCK OPTIONS
The following table presents the Company’s
stock option activity for employees and directors of the Company for the three months ended March 31, 2026:
| | |
Number of Options | | |
Weighted Average Exercise Price | |
| Outstanding at December 31, 2025 | |
| 313,227 | | |
$ | 5.19 | |
| Granted | |
| - | | |
| - | |
| Exercised | |
| - | | |
| - | |
| Forfeited or expired | |
| - | | |
| - | |
| Outstanding at March 31, 2026 | |
| 313,227 | | |
$ | 5.19 | |
| Number of options exercisable at March 31, 2026 | |
| 313,227 | | |
$ | 5.19 | |
CUENTAS, INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL
STATEMENTS (unaudited)
(USD in thousands, except share and per share data)
NOTE 4 –
STOCK OPTIONS (continued)
The aggregate intrinsic value of the awards outstanding as of March
31, 2026 is $0. These amounts represent the total intrinsic value, based on the Company’s stock price of $0.25 as of March 31, 2026,
less the weighted exercise price. This represents the potential amount received by the option holders had all option holders exercised
their options as of that date.
The stock options outstanding as of March 31, 2026 have been separated
into exercise prices, as follows:
| Exercise price | | Stock options
outstanding | | | Weighted
average
remaining
contractual
life – years | | | Stock options
exercisable | |
| 36.4 | | | 42,307 | | | | 5.66 | | | | 75,767 | |
| 0.32 | | | 270,920 | | | | 7.90 | | | | 270,920 | |
| | | | 313,227 | | | | | | | | 323,227 | |
NOTE 5 – RELATED PARTIES
Balances
with related parties and officers:
| | |
As of March 31, | | |
As of December 31, | |
| | |
2026 | | |
2025 | |
| Next Communications INC (a company controlled by Arik Maimon Company’s Chairman of the Board and CEO) | |
271 | | |
271 | |
| | |
| | | |
| | |
| Other accounts receivables | |
| | | |
| | |
| | |
| | | |
| | |
| Arik Maimon Company’s Chairman of the Board and CEO | |
| 230 | | |
| 271 | |
| Michael De Prado former Company’s CEO | |
| 242 | | |
| 242 | |
| | |
| 472 | | |
| 513 | |
| Other accounts receivables | |
| | | |
| | |
| | |
| | | |
| | |
| Notes payable | |
| | | |
| | |
| Arik Maimon Company’s Chairman of the Board and CEO | |
| 294 | | |
| 294 | |
| Michael De Prado former Company’s CEO | |
| 675 | | |
| 675 | |
| | |
| 969 | | |
| 969 | |
NOTE 6 – SEGMENTS OF OPERATIONS
The Company reports segment information
based on the “management” approach. The management approach designates the internal reporting used by management for making
decisions and assessing performance as the source of the Company’s reportable operating segments. The Company manages its business
primarily on a product basis. The accounting policies of the various segments are the same as those described in Note 2, “Summary
of Significant Accounting Policies.” The Company evaluates the performance of its reportable operating segments based on net sales
and gross profit.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND RESULTS OF
OPERATIONS
You should read the following discussion and
analysis of our financial condition and results of operations together with our financial statements and the related notes included elsewhere
in this Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2025. Some of the information contained
in this discussion and analysis, particularly with respect to our plans and strategy for our business and related financing, includes
forward-looking statements within the meanings of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, or the Exchange Act, including statements regarding expectations, beliefs, intentions or strategies
for the future. When used in this report, the terms “anticipate,” “believe,” “estimate,” “expect,”
“can,” “continue,” “could,” “intend,” “may,” “plan,” “potential,”
“predict,” “project,” “should,” “will,” “would” and words or phrases of similar
import, as they relate to our company or our management, are intended to identify forward-looking statements. We intend that all forward-looking
statements be subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements
are only predictions and reflect our views as of the date they are made with respect to future events and financial performance, and we
undertake no obligation to update or revise, nor do we have a policy of updating or revising, any forward-looking statement to reflect
events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as
may be required under applicable law. Forward-looking statements are subject to many risks and uncertainties that could cause our actual
results to differ materially from any future results expressed or implied by the forward-looking statements as a result of several factors
including those set forth under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31,
2025 and in subsequent reports filed pursuant to Section 13(a) of the Exchange Act.
The Company notes that in addition to the description
of historical facts contained herein, this report contains certain forward-looking statements that involve risks and uncertainties as
detailed herein and from time to time in the Company’s other filings with the Securities and Exchange Commission and elsewhere.
Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties, which could
cause actual results to differ materially from those, described in the forward-looking statements. These factors include, among others:
(a) the Company’s fluctuations in sales and operating results; (b) regulatory, competitive and contractual risks; (c) development
risks; (d) the ability to achieve strategic initiatives, including but not limited to the ability to achieve sales growth across the business
segments through a combination of enhanced sales force, new products, and customer service; and (e) pending litigation.
OVERVIEW AND OUTLOOK
The Company was incorporated under the laws of
the State of Florida on September 21, 2005 to act as an operational company and as a holding company for its subsidiaries. Its wholly-owned
subsidiary is Meimoun and Mammon, LLC (100% owned) (“M&M”) which provides wholesale and retail telecommunications services.
The Company also own 50% of CUENTASMAX LLC, which installs WiFi6 shared network (“WSN”) systems in locations in the New York metropolitan
tristate area using access points and small cells to provide users with access to the WSN.The Company is focusing its business mainly
on developing internal and vertical markets for Cuentas Mobile, the Company’s Cellular Telecommunications solution.
On September 18, 2025, the Company entered into a 16-month license
with Mr. De Prado granting use and access to the Fintech assets (as detailed in Schedule A); MVNO assets are excluded. The Fintech assets
were delivered electronically to Mr. De Prado on Jan. 19, 2026.
World Mobile LLC
World Mobile LLC is the Company’s majority-owned
joint venture with World Mobile Group formed to operate the Company’s MVNO business. Through the JV, the Company now holds a 51%
membership interest and consolidates the entity for financial reporting purposes. The JV Company’s operating platform includes a
range of infrastructure assets, such as licensed U.S. spectrum holdings, nationwide roaming agreements, a distributed AirNode network,
and core network infrastructure that supports mobile connectivity across U.S. markets. World Mobile LLC operates in active commercial
environments with real usag, an established market presence, and adherence to applicable regulatory requirements. Its infrastructure model
is designed to scale as additional markets are launched, customer usage increases, and new network assets are deployed.
The Latino Market
The name “Cuentas” is a Spanish word
that has multiple meanings and was chosen for strategic reasons, to develop a close relationship with the Spanish speaking population.
It means “Accounts” as in “bank accounts” and it can also mean “You can count on me” as in “Cuentas
conmigo”. Additionally, it can be used to “Pay or settle accounts” (saldar cuentas), “accountability”
(rendición de cuentas), “to be accountable” (rendir cuentas) and other significant meanings.
The 2020 U.S. Census showed the Hispanic Latino
population at over 62 million and at 18.7% of the total U.S. population. The FDIC defines the “unbanked” “as those adults
without an account at a bank or other financial institution and are considered to be outside the mainstream for one reason or another.
The Company believes that the Hispanic and Latino demographic generally have had more identification, credit, and former bank account
issues than any other U.S. minority group leading to more difficulty in obtaining a traditional bank account.
RESULTS OF OPERATIONS
Comparison of the nine months ended March
31, 2026 to the nine months ended March 31, 2025
Operating Expenses
Operating expenses consist of selling, general
and administrative Expenses totaled $333,000 during the three months ended March 31, 2026, compared to $283,000 during the three months
ended March 31, 2025 representing a net increase of $50,000.
Selling, General and Administrative Expenses
The table below summarizes our general and administrative
expenses incurred during the periods presented:
| | |
Three Months Ended | |
| | |
March 31 | |
| | |
2026 | | |
2025 | |
| | |
Dollars in thousands | |
| Officers compensation | |
$ | 145 | | |
$ | 186 | |
| Directors fees | |
| 42 | | |
| 42 | |
| Share-based compensation | |
| 43 | | |
| 18 | |
| Professional services | |
| 20 | | |
| - | |
| Legal fees | |
| 83 | | |
| - | |
| Office expenses and other | |
| - | | |
| 37 | |
| Total | |
$ | 333 | | |
$ | 283 | |
Other Income (Expenses)
Other expenses totaled $95,000 during the
three months ended March 31, 2026. Other expenses are comprised of loss from change in fair value of derivative warrants liability and
interest
Other expenses totaled $116,000 during the
three months ended March 31, 2025. Other expenses are comprised of interest
Net Loss
We incurred a net loss of $467,000 for the three-month
period ended March 31, 2026, as compared to a net loss of $399,000 for the three-month period ended March 31, 2025 .
Liquidity and Capital Resources
The Company was able to continue basic operations
by working with executive management and a few select employees who were willing to work for the company and accept deferred and accrued
compensation. This enabled the Company to continue efforts to manage legal issues, plan for the future, attempt to raise capital, renew
operations and bring the company back to compliance.
Liquidity is the ability of a company to generate
funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors
in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures.
As of March 31, 2026, the Company had total current
assets of $832,000 including $72 of cash, accounts receivables of $271,000, other current assets– related parties of $472,000 and
total current liabilities of $4,311,000 creating a working capital deficit of $3,479,000.
To date, we have principally financed our operations
through the sale of our Common Stock. Nevertheless, management anticipates that our current cash and cash equivalents position and generating
revenue from the sales of our digital products, General-Purpose Reloadable Cards and prepaid cellular phone services will provide us limited
financial resources for the near future to continue implementing our business strategy of further developing our digital products, General
Purpose Reloadable Card, enhance our digital products offering and increase our sales and marketing. Therefore management plans to secure
additional financing sources, including but not limited to the sale of our Common Stock in future financings. This is expected to be used
to further support our operations as described above and to complete the development of its new portal and financial technology capabilities.
There can be no assurance, however, that the company will be successful in raising additional capital or that the company will have net
income from operations to fund the business plan of the company for the near future or long term. As of March 31, 2026, the Company had
approximately $72 in cash and cash equivalents, approximately $3,479,000 in negative working capital and an accumulated deficit of approximately
$60,323,000. These conditions raise substantial doubt about the Company’s ability to continue as a going concern as of March 31,
2026.
Cash Flows – Operating Activities
The Company’s operating activities for the
three months ended March 31, 2026, resulted in net cash used of $190,000. Net cash used in operating activities consisted of a net loss
of $497,000, partially offset by non-cash expenses mainly consisting of share-based compensation of $43,000 and changes in operating assets
and liabilities utilized cash of $136,000.
The Company’s operating activities for the three months ended
March 31, 2025, resulted in net cash used of $15,000. Net cash used in operating activities consisted of a net loss of $399,000, partially
offset by non-cash expenses consisting of share-based compensation of $18,000 and accrued interest on loans of $116,000. Changes in operating
assets and liabilities utilized cash of $250,000.
Cash Flows – Financing Activities
The Company’s financing activities for the
three months ended March 31, 2026, resulted in net cash received of $205,000, mainly consisting of $300,000 received from issued shares
and $95,000 repayment of loans.
Inflation and Seasonality
In management’s opinion, our results of
operations have not been materially affected by inflation or seasonality, and management does not expect that inflation risk or seasonality
would cause material impact on our operations in the future.
Off-Balance Sheet Arrangements
As of March 31, 2026, we had no off-balance sheet
arrangements of any nature.
Critical Accounting Policies
The preparation of financial statements in conformity
with GAAP in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported in
the financial statements, including the notes thereto, and related disclosures of commitments and contingencies, if any. Note 2 to our
consolidated audited financial statements filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2026, describes the significant accounting policies and methods used in the preparation of our financial statements.
Recently Issued Accounting Standards
New pronouncements issued but not effective as
of March 31, 2026, are not expected to have a material impact on the Company’s consolidated financial statements.
Other accounting standards that have been issued
or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a
material impact on our financial statements upon adoption.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.
As a smaller reporting company, we are not required
to provide the information required by this item.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Evaluation of Disclosure Controls and Procedures.
We maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act
of 1934. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures,
no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls
and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply
its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure
controls and procedures is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential future conditions.
The Company’s Chief Financial Officer has
evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on such
evaluation, and as discussed in greater detail below, the Chief Financial Officer has concluded that, as of the end of the period covered
by this report, disclosure controls and procedures are not effective:
| |
● |
to give reasonable assurance that the information required to be disclosed in reports that are file under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and |
| |
● |
to ensure that information required to be disclosed in the reports that are file or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our CEO and our Treasurer, to allow timely decisions regarding required disclosure. |
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we may become involved in various
lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties,
and an adverse result in these or other matters may arise from time to time that may harm our business.
On May 1, 2019, the Company received a notice
of demand for arbitration from Secure IP Telecom, Inc. (“Secure IP), who allegedly had a Reciprocal Carrier Services Agreement (“RCS”)
exclusively with Limecom and not with the Company. The arbitration demand originated from another demand for arbitration that Secure IP
received from VoIP Capital International (“VoIP”) in March 2019, demanding $1,053 in damages allegedly caused by unpaid receivables
that Limecom assigned to VoIP based on the RCS. On or about October 5, 2020, the trial court appointed a receiver over Limecom, Inc. (“Limecom”)
in the matter of Spectrum Intelligence Communications Agency, LLC. v. Limecom, Inc., case no. 2018-027150-CA-01 pending in the 11th Circuit
for Miami-Dade County, Florida. On June 5, 2020, Secure IP Telecom, Inc. (“Secure IP”) filed a complaint against Limecom,
Heritage Ventures Limited (“Heritage”), an unrelated third party and owner of Limecom, and the Company, case no. 20-11972-CA-01.
Secure IP alleges that the Company received certain transfers from Limecom during the period that the Company wholly owned Limecom that
may be an avoidable under Florida Statute § 725.105. On July 13, 2021, the two cases were consolidated, and are now pending before
the same trial court under the former case number. The Company has answered and denied any liability with respect to both complaints.
To the extent the Company has exposure for any transfers from Limecom, Heritage has indemnified the Company for any such liability and
the Company has a pending cross-claim against Heritage for purposes of enforcing the indemnification obligation. A review of the books
and records of the Company reflect aggregate transfers from Limecom to the Company or its affiliates of less than $600,000. The Company’s
books and records reflect that the Company fully reimbursed Limecom through direct payment of expenses of Limecom and through issuance
of shares by the Company to employees or other vendors on behalf of Limecom for settlement and release of claims the employees or vendors
may have asserted against Limecom. The books and records of the Company therefore do not reflect an identifiable avoidable transfer, but
this analysis may change as the discovery process continues. At this time, based upon an analysis of the Company’s books and records,
the loss contingency is not capable of reasonable estimation under the above circumstances, and the likelihood of an adverse judgment
is not probable at this time. An adverse judgment in this matter is reasonably possible and based upon an analysis of litigation costs
and likelihood of a settlement . As of March 31, 2026, the company accrued $300,000 due to this matter.
ITEM 1A. RISK FACTORS
Reference is made to the risks and uncertainties
disclosed in Item 1A (“Risk Factors”) of our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025
Form 10-K”). Prospective investors are encouraged to consider the risks described in our 2025 Form 10-K, our Management’s
Discussion and Analysis of Financial Condition and Results of Operations contained in this Report and other information publicly disclosed
or contained in reports and other documents we file with the Securities and Exchange Commission before purchasing our securities.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS
Except as previously reported in the Company’s
reports filed pursuant to Section 13(a) of the Exchange Act, there were no sales of unregistered securities during the period covered
by this report.
ITEM 3. DEFAULTS UPON SENIOR DEBT
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
| |
|
|
|
|
|
Incorporated by reference |
| Exhibit Number |
|
Exhibit Description |
|
Filed herewith |
|
Form |
|
Period ending |
|
Exhibit |
|
Filing date |
| 31.1 |
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
X |
|
|
|
|
|
|
|
|
| 31.2 |
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
X |
|
|
|
|
|
|
|
|
| 32.1 |
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
X |
|
|
|
|
|
|
|
|
| 32.2 |
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
X |
|
|
|
|
|
|
|
|
| 101.INS |
|
Inline XBRL Instance Document. |
|
X |
|
|
|
|
|
|
|
|
| 101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document. |
|
X |
|
|
|
|
|
|
|
|
| 101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
|
X |
|
|
|
|
|
|
|
|
| 101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document. |
|
X |
|
|
|
|
|
|
|
|
| 101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document. |
|
X |
|
|
|
|
|
|
|
|
| 101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
|
|
|
|
|
|
|
|
|
|
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
|
X |
|
|
|
|
|
|
|
|
| Form |
|
Exhibit Number |
|
Description |
|
Filing Date |
| 8-K |
|
16.1 |
|
Limited Liability Company Agreement – World Mobile LLC |
|
2025-05-28 |
| 8-K |
|
16.2 |
|
Contribution Agreement – Cuentas, World Mobile |
|
2025-05-28 |
| 8-K |
|
16.3 |
|
Subscription Agreement – World Mobile Group, World Mobile |
|
2025-05-28 |
| 8-K |
|
16.4 |
|
Side Letter One – Cuentas, World Mobile Group, World Mobile |
|
2025-05-28 |
| 8-K |
|
16.5 |
|
Side Letter Two – Cuentas, World Mobile Group, World Mobile |
|
2025-05-28 |
| 8-K |
|
16.6 |
|
Membership Interest Purchase Agreement – Cuentas, Brooksville FL Partners |
|
2025-05-28 |
| 8-K |
|
16.7 |
|
|
|
|
| 8-K |
|
16.8 |
|
|
|
|
| 8-K |
|
16.9 |
|
|
|
|
| 8-K |
|
16.10 |
|
|
|
|
| 8-K |
|
17.1 |
|
Cuentas–World Mobile Convertible Note Purchase Agreement One |
|
2025-10-24 |
| 8-K |
|
17.2 |
|
Cuentas–World Mobile Convertible Note Purchase Agreement Two |
|
2025-10-24 |
| 8-K |
|
17.3 |
|
Cuentas – Michael De Prado Separation Agreement |
|
2025-10-24 |
| 8-K |
|
17.4 |
|
Cuentas – Michael De Prado Secured Promissory Note One |
|
2025-10-24 |
| 8-K |
|
17.5 |
|
Cuentas – Michael De Prado Security Agreement Note One |
|
2025-10-24 |
| 8-K |
|
17.6 |
|
Cuentas – Michael De Prado Secured Promissory Note Two |
|
2025-10-24 |
| 8-K |
|
17.7 |
|
Cuentas – Michael De Prado Security Agreement Note Two |
|
2025-10-24 |
| 8-K |
|
17.8 |
|
Cuentas – Michael De Prado Licensing Agreement |
|
2025-10-24 |
| 8-K |
|
17.9 |
|
Cuentas – Michael De Prado Allonge to Secured Promissory Note |
|
2025-10-24 |
| 8-K |
|
17.10 |
|
Cuentas – Promissory Notes to AM Law |
|
2025-10-24 |
| 8-K |
|
17.11 |
|
Cuentas – Promissory Notes to Shalom Arik Maimon |
|
2025-10-24 |
| 8-K |
|
17.12 |
|
Cuentas – Promissory Notes to Matt Schulman |
|
2025-10-24 |
| 8-K |
|
17.13 |
|
Cuentas – Notice of Conversion – Arik Maimon |
|
2025-10-24 |
| 8-K |
|
17.14 |
|
Cuentas – Notice of Conversion – AM Law |
|
2025-10-24 |
SIGNATURES
In accordance with the requirements of the Exchange
Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
Cuentas, Inc. |
| |
(Registrant) |
| |
|
| Date: June 8, 2026 |
By: |
/s/ Shalom Arik Maimon |
| |
|
Chief Executive Officer |
| By: |
/s/ Ofek Haim Suchard |
|
| |
Interim Chief Financial Officer |
|
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