Form 8-K - Current report

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): March 14, 2024 (March 13, 2024)

Cuentas, Inc.

(Exact name of registrant as specified in its charter)

Florida	001-39973	20-3537265
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation or organization)		Identification Number)

235 Lincoln Rd., Suite 210

Miami Beach, FL

(Address of principal executive offices)

33139

(Zip Code)

(800) 611-3622

(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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Common Stock, par value $0.001 per share	CUEN	The Nasdaq Stock Market LLC

Warrants, each exercisable for one share of Common Stock	CUENW	The Nasdaq Stock Market LLC

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.

On March 13, 2024, Cuentas, Inc., (“Cuentas”) through its 63% participation in Brooksville Development Partners, LLC (“Company”) approved the signing of a Letter of Intent to sell the “Brooksville Property” located at 19200 Cortez Boulevard, Brooksville, Florida 34601. The April 28, 2023 purchase of this property was previously disclosed on a May 4, 2023 SEC 8k submission.

The property was originally purchased April 28, 2023 for $5.05 Million and is now is expected to be sold for $7.2 Million. Cuentas contributed $2 million to the original purchase price and almost $65k towards engineering expenses. The $3.05 million mortgage with Republic Bank of Chicago was amended and restated on January 27, 2024 for $3.055 million. Additionally, a $500,000 Loan Extension Agreement was executed between the Company and ALF Trust u/a/d 09/28/2023 to ensure the Promissory Note necessary to fund the interest reserve and fees relating to the Loan Extension Agreement and the working capital needs of the Company.

Brooksville Development Partners, LLC (“Company”) consists of Brooksville Development DE, LLC (the “Class A Member” with 30% Membership Interest), Cuentas Inc, (a “Class B Member” with 63% Membership Interest) and Brooksville FL Partners, LLC, (a “Class B Member” with 7% Membership Interest), collectively the “Members”.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

10.1		Letter of Intent
10.2		First Amendment to Mortgage and Assignment of Leases
10.3		Certificate of Company Resolution for Republic Bank of Chicago Loan Extension
10.4		Amended and Restated Promissory Note
10.5		Press Release distributed March 14, 2024
104		Cover Page Interactive Data File (the cover page XBRL tags are 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: March 14, 2024	By:	/s/ Shalom Arik Maimon
		Shalom Arik Maimon
		Chief Executive Officer

Exhibit 10.1

March 12, 2024

CONFIDENTIAL

Mr. Jim Engleman

Commercial Partners Realty, Inc.

Tampa, FL

RE: Letter of lntent to Purchase Arden’s Interest in a 360 Unit Apartment Development Project Currently Named Arden of Brooksville in Brooksville Florida

Dear Mr. Engelman:

I am pleased to confirm our interest in purchasing Arden’s interest in the project currently named Arden of Brooksville in the name of Terwilliger Brothers Residential, LLC, or its affiliate. This Letter of Intent describes the terms, conditions, and timing of our acquisition of this interest which would be fully documented in a Purchase Agreement to be executed by the owner of the Property, as seller (“Seller”) and the undersigned, on behalf of an entity to be formed (“Purchaser”), incorporating the following terms and conditions:

Purchase Price: The purchase price will be Seven Million Two Hundred Thousand and no dollars ($7,200,000) including land and all efforts to date.

Ernest Money Deposit. $75,000 to be held in escrow by a title company issuing the title policy, to be deposited upon acceptance of a Purchase Agreement. The balance of the Earnest Money shall be fully refundable until the expiration of the Due Diligence Period.

Conditions Precedent. Closing of the transaction will be contingent upon the following conditions precedent:

Purchase Agreement. The Purchase Agreement will to be provided by Buyer to Seller within fifteen (15) days of the execution of this Letter of Intent.

Due Diligence Period. Sixty (60) days to inspect all aspects of the physical and economic conditions of the Property to review all third-party reports, title, and survey of the Property (the “Due Diligence Period”).

Terwilliger Brothers Residential- Florida, 900 Pinellas Bayway., Unit 213, St. Petersburg, FL 33715

Tel 301-346-8104

Pro-Rations. Customary pro-rations of taxes, assessments, etc. The seller will pay all transfer taxes associated with the transaction.

Title Insurance, Survey, Property Condition Report and Environmental Reports. Seller shall provide upon execution of the Purchase Agreement and pay for owner’s policy with standard exceptions deleted and creditor’s rights exclusion deleted and provide any other reports on the property that are available (Environmental, Survey, Geotech, etc.)

Closing. Closing under the Purchase Agreement will take place fifteen (15) days after the end of the Due Diligence Period. The purchaser shall have the right to extend the closing for an additional month with an additional non-refundable deposit of $25,000.

Expiration of Letter of Intent. This Letter of Intent shall automatically expire if not accepted by the Seller within ten (10) business days of the Purchaser’s execution of this Letter of Intent.

Brokers. It is acknowledged that Jim Englemann (Purchaser’s Broker) represents Purchaser. Seller shall compensate Purchaser’s Broker, at Closing, 4.25% of the total sales price, and shall indemnify and hold Purchaser harmless from any commissions, brokerage fees or other compensation due and payable to Seller’s Broker and to Purchaser’s Broker as a result of the sale and purchase of the Property as contemplated herein. Seller and Purchaser each represent and warrant to the other that, other than Purchaser’s Broker, neither Party has had any dealings with any person, firm, broker or finder in connection with the negotiations of this Agreement and/or the consummation of the purchase and sale contemplated hereby and no other broker or other person, firm or entity is entitled to any commission or finder’s fee in connection with this transaction. Seller and Purchaser do each hereby indemnify, defend, protect and hold the other harmless from and against any costs, expenses or liability for compensation, commission or charges that may be claimed by any other broker, finder or other similar party by reason of any actions of the indemnifying Party.

Nothing herein shall be deemed, interpreted, or construed as to create an agreement of purchase and sale or other binding obligation on either party, it being the sole purpose of this Letter oflntent to outline the acceptable transactional terms regarding the subject Property.

It is expressly acknowledged and agreed that neither Seller nor Purchaser shall have any liability, obligation, or commitment as to the terms set forth herein. Neither Seller nor Purchaser shall have any liability or obligation until both parties sign a written Purchase Agreement in form and content acceptable to both parties.

Terwilliger Brothers Residential- Florida, 900 Pinellas Bayway., Unit 213, St. Petersburg, FL 33715

Tel 301-346-8104

If the foregoing terms of sale are agreeable, then please so indicate by executing the acknowledgement copy of this letter in the space indicated below.

If there is any question regarding the capability of Terwilliger Brothers Residential to undertake the proposed transaction, we would be happy to provide additional information as requested.

Seller will cooperate with Buyer to assist in the due diligence review process.

	Sincerely,

	/s/ Bruce K. Terwilliger
	Terwilliger Brothers Residential, LLC

	Bruce K. Terwilliger
	Manager

ACKNOWLEDGED AND AGREED:

SELLER:	/s/ Boris Tabak
	Boris Tabak

By:
Its:	Trustee

Dated:	3/13/2024

Terwilliger Brothers Residential- Florida, 900 Pinellas Bayway., Unit 213, St. Petersburg, FL 33715

Tel 301-346-8104

Exhibit 10.2

This document prepared by and,

after recording, return to:

Meltzer, Purtill & Stelle LLC

125 South Wacker Drive, Suite 2900

Chicago, Illinois 60606

NOTICE TO RECORDER: THIS FIRST AMENDMENT TO MORTGAGE AND ASSIGNMENT OF LEASES (“AGREEMENT”) AMENDS THAT CERTAIN MORTGAGE AND SECURITY AGREEMENT DATED APRIL 27, 2023 RECORDED IN the public records of HERNANDO County, florida oN MAY 10, 2023, IN OFFICIAL RECORDS BOOK 4296, PAGE 452 (“MOrtgage”) WHICH SECURES indebtedness in the principal amount of $3,055,000.00 (“ORIGINAL INDEBTEDNESS”). Florida Documentary Stamp Tax in THE amount of $10,692.50 and Florida Non-Recurring Intangible Tax in the amount of $6,110.00 HAVE BEEN PREVIOUSLY PAID ON THE ORIGINAL INDEBTEDNESS to the Clerk of THE CIRCUIT Court in HERNANDO County, Florida AS SHOWN ON THE MORTGAGE. no additional indebtedness is being extended. Accordingly, no additional Florida documentary stamp tax or Florida non-recurring intangible tax are due on this AGREEMENt.

FIRST AMENDMENT TO MORTGAGE AND ASSIGNMENT OF LEASES

BROOKSVILLE

THIS FIRST AMENDMENT TO MORTGAGE AND ASSIGNMENT OF LEASES (“Agreement”) is made effective as of January 27, 2024, by and between BROOKSVILLE DEVELOPMENT PARTNERS, LLC, a Florida limited liability company (“Mortgagor” or “Borrower”) to and for the benefit of REPUBLIC BANK OF CHICAGO, its successors and assigns (“Mortgagee” or “Lender”).

R E C I T A L S:

A. Pursuant to the terms and conditions of that certain Loan Agreement dated April 27, 2023 among Borrower, Guarantor and Lender (as amended, restated, or modified from time to time, “Loan Agreement”), Lender has heretofore made a loan (“Loan”) to Borrower in the principal amount of Three Million Fifty-Five Thousand and No/100 Dollars ($3,055,000.00). The Loan is evidenced by that certain Promissory Note dated April 27, 2023 in the principal amount of the Loan (as amended, restated, or modified from time to time, “Original Note”) made payable by Borrower to the order of Lender.

B. The Original Note is secured by, among other things, (i) that certain Mortgage and Security Agreement dated April 27, 2023 from Borrower to Lender and recorded with the Hernando County, Florida Recorder (“Recorder’s Office”) on May 10, 2023, in Official Records Book 4296, Page 452 (as amended, restated, or modified from time to time, “Mortgage”), which Mortgage encumbers the real property and all improvements thereon legally described on Exhibit A attached hereto (“Property”), (ii) that certain Assignment of Leases and Rents dated April 27, 2023 from Borrower to Lender and recorded with the Recorder’s Office on May 10, 2023 in Official Records Book 4296, Page 474 (as amended, restated, or modified from time to time, “Assignment of Leases”), (iii) that certain Environmental Indemnity Agreement dated April 27, 2023 executed by Borrower and Guarantor to and for the benefit of Lender (as amended, restated, or modified from time to time, “Indemnity Agreement”), (iv) that certain Guaranty dated April 27, 2023 executed by Guarantor to and the for the benefit of Lender (as amended, restated, or modified from time to time, “Guaranty”), and (v) certain other loan documents (the Loan Agreement, the Original Note, the Mortgage, the Assignment of Leases, the Indemnity Agreement, the Guaranty, and the other documents evidencing, securing and guarantying the Loan, in their original form and as amended, are collectively referred to herein as the “Loan Documents”).

C. Pursuant to the terms of that certain First Modification of Loan Documents of even date herewith by and among Borrower, Guarantor, and Lender (the “First Modification,” which term shall be included in the definition of “Loan Agreement” and “Loan Documents” set forth above), Borrower, Guarantor and Lender agreed to amend the Loan Documents to, among other things, extend the Maturity Date of the Loan.

D. Mortgagor and Lender desire to amend the Mortgage and the Assignment of Leases to reflect the terms and provisions of the First Modification, and the parties have agreed to the requested amendments as set forth herein.

AGREEMENTS:

ACCORDINGLY, in consideration of (i) the facts set forth hereinabove (which are hereby incorporated into and made a part of this Agreement), (ii) the agreements by Lender to modify the Mortgage and the Assignment of Leases as provided herein, (iii) the covenants and agreements contained herein, and (iv) other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Recitals. The recitals set forth above are hereby incorporated herein and made a part hereof.

2. Capitalized Terms. The capitalized terms used herein without definition shall have the same meaning herein as such terms have in the Loan Agreement.

3. References. All references to the Loan Agreement and/or to any or all of the Loan Documents in the Mortgage and the Assignment of Leases shall be deemed to mean and include the Loan Agreement and the Loan Documents as amended by the First Modification. All references to the Mortgage and the Assignment of Leases in the Loan Documents shall be deemed to mean and include the Mortgage and the Assignment of Leases as amended by this Agreement.

4. Amendment to Mortgage. The Recitals A., B., and C. of the Mortgage are hereby amended to read in their entirety as follows:

“A. Mortgagee has extended to Mortgagor a loan in the principal amount of Three Million Fifty-Five Thousand and No/100 Dollars ($3,055,000.00) (“Loan”), as evidenced by that certain Amended and Restated Promissory Note with an effective date of January 27, 2024, executed by Mortgagor in favor of Mortgagee (as amended, restated or modified from time to time, the “Note”).

B. The Note is governed and secured by this Mortgage and the other Loan Documents as set forth in that certain Loan Agreement dated April 27, 2023, as modified by that certain First Modification of Loan Documents made effective as of January 27, 2024 (as amended, restated or modified from time to time, “Loan Agreement”) among Mortgagor, Guarantor and Mortgagee. All terms not otherwise defined herein shall have the meanings set forth in the Loan Agreement.

C. The unpaid principal amount and all accrued and unpaid interest due under the Loan, as evidenced by the Note, if not sooner paid, shall be due on the day that is 364 days after the effective date of the Note, or January 25, 2025 (“Maturity Date”). All such payments on account of the Indebtedness evidenced by the Note shall be applied as set forth in the Note and being made payable at such place as the holder of the Note may from time to time in writing appoint, and in the absence of such appointment, then at the office of Mortgagee, at the address indicated in the Loan Agreement, or at such other address as Mortgagee may from time to time designate in writing.”

5. Amendment to Assignment of Leases. The Recitals A. and B. of the Assignment of Leases are hereby amended to read in their entirety as follows:

“A. Assignee has extended to Assignor a loan in the principal amount of Three Million Fifty-Five Thousand and No/100 Dollars ($3,055,000.00) (“Loan”), as evidenced by that certain Amended and Restated Promissory Note with an effective date of January 27, 2024, executed by Assignor in favor of Assignee (as amended, restated or modified from time to time, the “Note”).

B. The Note is governed and secured by this Assignment and the other Loan Documents as set forth in that certain Loan Agreement dated April 27, 2023, as modified by that certain First Modification of Loan Documents made effective as of January 27, 2024 (as amended, restated or modified from time to time, “Loan Agreement”) among Assignor, Guarantor and Assignee. All terms not otherwise defined herein shall have the meanings set forth in the Loan Agreement.”

6. Representations and Warranties. Mortgagor represents and warrants that it has full power and authority to execute this Agreement, that there are no other liens or claims against the Property or any of the collateral other than the first lien of the Mortgage and the Permitted Encumbrances, that the Mortgage and the Assignment of Leases are binding upon Mortgagor, its successors and assigns, that Lender has heretofore fully performed its obligations under the Loan Documents, and that Mortgagor has no claims or offsets against Lender or against the indebtedness under the Note, the obligations under the Mortgage or the Assignment of Leases, or the obligations under any of the Loan Documents. Mortgagor represents and warrants that (i) it has no defenses, setoffs, counterclaims, actions or equities in favor of Mortgagor to or against enforcement of the Note, the Mortgage, the Assignment of Leases, or any other Loan Documents; and (ii) no oral agreement has been made by any of Lender’s employees, agents, officers or directors to further modify the Note, the Mortgage, the Assignment of Leases, or any other of the Loan Documents.

7. Release. Mortgagor does hereby release and hold harmless Lender, its officers, employees and agents, from and against any claim, action, suit, demand, cost, expense, liability of any kind whether known or unknown, relating in any way to the making of the Loan or the administration thereof, or the communications and business dealings between Lender and Mortgagor through the date hereof.

8. No Novation; Full Force. It is the intent of the parties hereto that this Agreement shall not constitute a novation and shall in no way adversely affect or impair the lien priority of the Mortgage. As modified hereby, the Mortgage shall continue in full force and effect as collateral security for the performance and payment of the Loan, as evidenced by the Note.

9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.

IN WITNESS WHEREOF, Mortgagor has caused this Agreement to be executed the day and year first above written.

	MORTGAGOR:
Signed, Sealed and Delivered
In the Presence of:	BROOKSVILLE DEVELOPMENT PARTNERS, LLC, a Florida limited liability company

Print Name:	By:	Brooksville Development DE LLC,
		a Delaware limited liability company
	Its:	Manager

Print Name:		By:	SAF Trust Under Agreement Dated
			July 5, 2022
		Its:	Manager

		By:
			Boris Tabak, Co-Trustee

SIGNATURE PAGE
FIRST AMENDMENT TO MORTGAGE AND ASSIGNMENT OF LEASES

ACKNOWLEDGMENT

STATE OF FLORIDA

COUNTY OF ______________________

The foregoing instrument was acknowledged before me by means of ☐ physical presence or ☐ online notarization, this ______ day of ________________, 2024, by Boris Tabak, Co-Trustee of the SAF Trust Under Agreement Dated July 5, 2022, being the manager of Brooksville Development DE LLC, a Delaware limited liability company, being the manager of BROOKSVILLE DEVELOPMENT PARTNERS, LLC, a Florida limited liability company (“Mortgagor”), on behalf of Mortgagor, who is personally known to me or has produced _______________________ as identification.

(Notary Seal)
		Notary Public


		Name typed, printed or stamped
		My Commission Expires: ___________________________

ACKNOWLEDGMENT PAGE
FIRST AMENDMENT TO MORTGAGE AND ASSIGNMENT OF LEASES

EXHIBIT A

LEGAL DESCRIPTION

A PARCEL OF LAND LYING IN AND BEING A PART OF SECTION 28, TOWNSHIP 22 SOUTH, RANGE 19 EAST, HERNANDO COUNTY, FLORIDA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCE AT THE NW CORNER OF THE SW 1/4 OF SAID SECTION 28; THENCE RUN SOUTH 00°24'13" EAST ALONG THE WEST BOUNDARY OF SAID SW 1/4 A DISTANCE OF 61.82 FEET TO THE NW CORNER OF LANDS DESCRIBED IN OFFICIAL RECORDS BOOK 1922, PAGE 1778, PUBLIC RECORDS OF HERNANDO COUNTY, FLORIDA; THENCE RUN SOUTH 72°31'51" EAST ALONG THE NORTHERLY BOUNDARY OF SAID LANDS A DISTANCE OF 459.37 FEET TO THE POINT OF BEGINNING; THENCE RUN NORTH 17°36'50" EAST ALONG THE EASTERLY BOUNDARY, AND THE EXTENSION THEREOF, OF AND DESCRIBED IN OFFICIAL RECORDS BOOK 1059, PAGE 1669 OF SAID PUBLIC RECORDS, A DISTANCE OF 765.00 FEET TO THE SOUTHERLY RIGHT OF WAY LINE OF STATE ROAD 50 (CORTEZ BOULEVARD); THENCE RUN ALONG SAID RIGHT OF WAY THE FOLLOWING THREE (3) COURSES AND DISTANCES: (1) SOUTH 72°31'51" EAST 675.21 FEET; (2) NORTH 00°25'38" WEST, 24.17 FEET; (3) SOUTH 72°31'51" EAST, 473.70 FEET TO THE WESTERLY BOUNDARY OF LAND DESCRIBED IN OFFICIAL RECORDS BOOK 961, PAGE 601 AND OFFICIAL RECORDS BOOK 1038, PAGE 1280, OF SAID PUBLIC RECORDS; THENCE RUN ALONG SAID BOUNDARY THE FOLLOWING SEVEN (7) COURSES AND DISTANCES: (1) SOUTH 17°28'09" WEST, 388.00 FEET; (2) SOUTH 72°31'51" EAST, 25.00 FEET; (3) SOUTH 17°28'09" WEST, 17.50 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 125.00 FEET, A DELTA OF 86°49'54'', A CHORD BEARING OF SOUTH 60°53'06" WEST, AND A CHORD OF 171.82 FEET; THENCE RUN ALONG THE ARC OF SAID CURVE (4) 189.44 FEET; (5) SOUTH 14°18'03" WEST, 36.00 FEET; (6) SOUTH 72°31'51" EAST, 362.65 FEET; (7) SOUTH 02°07'13" EAST, 231.92 FEET TO THE SOUTH BOUNDARY OF THE EAST 1/2 OF THE NW 1/4 OF THE NE 1/4 OF THE SW 1/4 OF SAID SECTION 28; THENCE RUN SOUTH 89°19'20" WEST ALONG SAID SOUTH BOUNDARY A DISTANCE OF 10.44 FEET TO THE NORTHERLY BOUNDARY OF LAND DESCRIBED IN SAID OFFICIAL RECORDS BOOK 1922, PAGE 1778; THENCE RUN NORTH 72°31'51" WEST ALONG SAID NORTHERLY BOUNDARY A DISTANCE OF 1482.80 FEET TO THE POINT OF BEGINNING.

EXHIBIT A

Exhibit 10.3

BROOKSVILLE DEVELOPMENT PARTNERS, LLC

CERTIFICATE OF COMPANY RESOLUTION FOR

REPUBLIC BANK OF CHICAGO LOAN EXTENSION

THE UNDERSIGNED, Brooksville Development DE LLC, a Delaware limited liability company and the Class A Member (the “Class A Member”) holding 29% of the membership interest in Brooksville Development Partners, LLC, a Florida limited liability company (the “Company”) and the managing member of the Company, Brooksville FL Partners, LLC (“BFLP”), a Florida limited liability company and a Class B Member holding 7.1% of the membership interest in the Company, and Cuentas, Inc., a Florida corporation holding 63.9% of the membership interest in the Company (“Cuentas”) collectively with BFLP, the “Class B Members”) in lieu of a meeting of the members of the Company, hereby consent to and adopt the following resolutions:

WHEREAS, the Company desires to enter into that certain Loan Extension Agreement with Republic Bank of Chicago (the “Lender”) to extend to January __, 2024, the current Maturity Date of the Loan Agreement, the Promissory Note in the original principal amount of $3,055,000 (the “Secured Loan”), and the related loan documents (collectively, the “Loan Documents”);

WHEREAS, the Class A and Class B Members desire to set forth their agreement regarding the terms and conditions of the Loan Extension Agreement and the grant of an option to Cuentas regarding the repayment of the loan;

NOW, THEREFORE, be it:

RESOLVED, the Class A Member and Class B Members hereby approve the (i) terms of the Loan Extension Agreement as set forth in Exhibit A by and between the Company and Republic Bank of Chicago and (ii) the terms of the $500,000 loan evidenced by the Promissory Note between the Company and ALF Trust u/a/d 09/28/2023 necessary to fund the interest reserve and fees relating to Loan Extension Agreement and the working capital needs of the Company (the “Unsecured Loan”), subject to the following terms and conditions:

A. Class A Member and BFLP hereby grant Cuentas an option to satisfy or cause to be satisfied in full or in part the indebtedness, including the principal and interest and other charges outstanding, under either the Secured Loan or the Unsecured Loan (the “Satisfied Indebtedness”), and to convert the Satisfied Indebtedness into membership interests to be transferred respectively from each the Class A Member and BFLP pro rata to Cuentas or its designees to be calculated as follows: the percentage membership interests of the Class A Member and BFLP to be transferred to Cuentas or its designees to equal the percentage membership interests owned by Class A Member and BFLP multiplied by the fraction, the numerator of which is the sum of (i) the amount of the Satisfied Indebtedness and the denominator of which is the sum of the aggregate Capital Contributions of the Members of the Company. The amount of the Satisfied Indebtedness shall be added to the Capital Account Balance of Cuentas or allocated to establish the Capital Account Balance of the Cuentas designees. The percentage membership interest and Capital Account balances shall be automatically adjusted accordingly without the need for further act of the party.

B. Class A Member and BFLP grant Cuentas the option at any time before the sale of the real estate project to sell a portion or all of its membership interest in the Company to a qualified investor subject to the approval of Class A Member and BFLP such approval to be in good faith and not to be unreasonably withheld.

FURTHER RESOLVED, subject to the provisions above, that Boris Tabak is hereby authorized to sign, or caused to be signed, on behalf of the Managing Member of the Company, the Loan Extension Agreement and the Unsecured Loan and any and all related loan documents, settlement statements, and other documents necessary to consummate the aforementioned loan extension transaction;

FURTHER RESOLVED, that Boris Tabak is hereby authorized and directed to certify to any interested party that this resolution has been duly adopted, is in full force and effect, and is in accordance with the provisions of the operating agreement of the Company, the Class A Member and the Class B Members.

FURTHER RESOLVED that by signature below, each Class A Member and the Class B Member represents that it is duly organized and existing and has the power to take the action called for by the foregoing resolution that there has been no event of dissolution.

[SIGNATURE PAGES TO FOLLOW]

IN WITNESS THEREOF, this Certificate of Company Resolution is executed this __ day of January 2024.

COMPANY:

BROOKSVILLE DEVELOPMENT PARTNERS, LLC,
A Florida limited liability company

By: BROOKSVILLE DEVELOPMENT DE, LLC,
A Delaware limited liability company
Its: Manager
By: SAF Trust u/a/d July 5, 2022
Its: Manager

By:
Name: Boris Tabak
Its: Co-Trustee

CLASS A MEMBER:

BROOKSVILLE DEVELOPMENT DE LLC,

A Delaware limited liability company
By: SAF Trust u/a/d July 5, 2022
Its: Manager

By:
Name: Boris Tabak
Its: Co-Trustee

CLASS B MEMBERS:

BROOKSVILLE FL PARTNERS, LLC,

By: SAF Trust u/a/d July 5, 2022
Its: Manager

By:
Name: Boris Tabak
Its: Co-Trustee

CUENTAS INC.

By:
Name: Arik Maimon
President

Exhibit 10.4

AMENDED AND RESTATED PROMISSORY NOTE

BROOKSVILLE

$3,055,000.00	Effective Date: January 27, 2024
	Chicago, Illinois

1. AGREEMENT TO PAY. FOR VALUE RECEIVED, BROOKSVILLE DEVELOPMENT PARTNERS, LLC, a Florida limited liability company (“Borrower”), HEREBY PROMISES TO PAY to the order of REPUBLIC BANK OF CHICAGO, its successors and assigns (“Lender”), the principal sum of Three Million Fifty-Five Thousand and No/100 Dollars ($3,055,000.00) (“Loan”) or so much of the Loan as may be advanced under and pursuant to that certain Loan Agreement dated as of April 27, 2023, as modified by that certain First Modification of Loan Documents (“First Modification”) made effective as of January 27, 2024 (as amended, restated or replaced from time to time, “Loan Agreement”) among Borrower, Guarantor (as defined therein) and Lender, on the day that is 364 days after the effective date of this Amended and Restated Promissory Note (“Note”), or January 25, 2025 (“Maturity Date”) at the place and in the manner hereinafter provided, together with interest thereon at the rate or rates described below, and any and all other amounts which may be due and payable hereunder or under any of the Loan Documents from time to time.

This Note amends, restates and replaces in its entirety that certain Promissory Note dated April 27, 2023, in the principal amount of Three Million Fifty-Five Thousand and No/100 Dollars ($3,055,000.00) made payable by Borrower to the order of Lender (the “Original Note”). The indebtedness evidenced by the Original Note is continuing indebtedness, and nothing in this Note shall be deemed to constitute a payment, settlement or novation of the Original Note, or the release of, or otherwise adversely affect, any lien, mortgage or security interest securing such indebtedness or any rights of Lender against the undersigned, or any Guarantor of the Original Note or this Note. All of the obligations of Borrower shall, from and after execution and delivery of this Note by Borrower, continue in full force and effect as set forth herein. The Original Note is the Note referenced in and was made pursuant to the Loan Agreement. This Note is the Amended Note referred to in the First Modification. From and after the date hereof, any reference to the Original Note in any of the Loan Documents shall mean and refer to this Note. Any interest accrued on such Original Note as of the date hereof will be included in the next monthly installment due hereunder, and any interest adjustment accrued on such Original Note as of the date hereof will be included in the calculation of the next interest payment due hereunder.

2. INTEREST.

2.1 Definitions. For the purposes of this Note, the following terms shall have the following meanings:

(a) “Applicable Margin” means .50% per annum with respect to the Prime based rate.

(b) “Business Day” means any day other than a Saturday, a Sunday or, as determined by Lender, any day that banks in Chicago, Illinois are required or permitted to close, including federal holidays.

(c) “Default Rate” means an interest rate equal to five percent (5.00%) plus the Loan Rate then in effect, provided, however, in no event shall the Default Rate exceed the maximum rate permitted by law.

(d) “Loan Rate” means the Prime Rate then in effect.

(e) “Prime” means, for any day, the prime rate of interest in effect for such day as published in the Wall Street Journal or other similar sources as designated by Lender (it being understood and agreed that such rate may not be Lender’s best or lowest rate); provided, if any day falls on a date other than a Business Day or on a date when the Wall Street Journal is not published, the rate shall be determined with reference to the applicable rate shown in the most recently published edition of the Wall Street Journal. In no event shall Prime be less than 0.00.

(f) “Prime Rate” means an interest rate per annum equal to Prime as in effect from time to time plus the Applicable Margin.

(g) All terms not otherwise defined herein shall have the meaning set forth in the Loan Agreement.

2.2 Interest Rate.

(a) From the date hereof through the Maturity Date, interest shall accrue on the outstanding principal balance of this Note at the Prime Rate.

(b) The initial Prime Rate shall be equal to the Prime Rate in effect as of the date of this Note, and thereafter the Prime Rate shall be reset on the day that Lender announces a change in Prime (herein, a “Change Date”) and remain in effect until the next Change Date.

2.3 Interest After Default. From and after the Maturity Date or upon the occurrence of an Event of Default, interest shall accrue on the unpaid principal balance of this Note during any such period at the Default Rate. The interest accruing under this section shall be immediately due and payable by Borrower to the holder of this Note upon demand and shall be additional indebtedness evidenced by this Note.

2.4 Interest Calculation. Interest on this Note shall be calculated on the basis of, and “per annum” shall mean a 360 day year and the actual number of days elapsed in any portion of a month in which interest is due. If any payment to be made by Borrower hereunder shall become due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing any interest in respect of such payment.

3. PAYMENT TERMS.

3.1 Principal and Interest. Payments of principal and interest due under this Note, if not sooner declared to be due in accordance with the provisions hereof, shall be made as follows:

(a) Commencing on February 1, 2024, and continuing on the first (1st) day of each month thereafter through and including the month in which the Maturity Date occurs, payments of accrued and unpaid interest at the Prime Rate shall be due and payable; and

(b) The unpaid principal balance of this Note, if not sooner paid or declared to be due in accordance with the terms hereof, together with all accrued and unpaid interest thereon and any other amounts due and payable hereunder or under any of the Loan Documents shall be due and payable in full on the Maturity Date.

3.2 Application of Payments. Prior to the occurrence of an Event of Default, all payments and prepayments on account of the indebtedness evidenced by this Note shall be applied as follows: (a) first, to fees, expenses, costs and other similar amounts then due and payable to Lender, including, without limitation, any prepayment premium, exit fee or late charges due hereunder, (b) second, to accrued and unpaid interest on the principal balance of this Note, (c) third, to the payment of principal due in the month in which the payment or prepayment is made, (d) fourth, to any escrows, impounds or other amounts which may then be due and payable under the Loan Documents, (e) fifth, to any other amounts then due Lender hereunder or under any of the Loan Documents, and (f) last, to the unpaid principal balance of this Note in the inverse order of maturity. Any prepayment on account of the indebtedness evidenced by this Note shall not extend or postpone the due date or reduce the amount of any subsequent monthly payment of principal and interest due hereunder. After an Event of Default has occurred, payments may be applied by Lender to amounts owed hereunder and under the Loan Documents in such order as Lender shall determine, in its sole discretion.

3.3 Method of Payments. All payments of principal, interest, and other amounts due hereunder shall be paid by automatic debit from Borrower’s accounts with Lender on the first (1st) day of each month during the term of the Loan or in such other manner as Lender or the legal holder or holders of this Note may from time to time designate in the payment invoice. Notwithstanding the foregoing, the final payment due under this Note must be made by wire transfer or other immediately available funds. Interest, principal payments and any fees and expenses owed Lender from time to time will be deducted by Lender automatically on the due date from Borrower’s account with Lender, as designated in writing by Borrower; provided, however, that if no Event of Default has occurred, then such interest payments may be advanced from the Interest Reserve Allocation until such reserve is depleted and then from such other account designated in writing by Borrower. Borrower shall maintain sufficient funds in the account on the Payment Date. If there are insufficient funds in the account on the Payment Date, the debit will be reversed, and such event may result in Lender’s declaration of an Event of Default.

3.4 Late Charge. If any payment of interest or principal due hereunder is not made within ten (10) days after such payment is due in accordance with the terms hereof, then, in addition to the payment of the amount so due, Borrower shall pay to Lender a “late charge” of five cents for each whole dollar so overdue to defray part of the cost of collection and handling such late payment. Borrower agrees that the damages to be sustained by the holder hereof for the detriment caused by any late payment are extremely difficult and impractical to ascertain, and that the amount of five cents for each one dollar due is a reasonable estimate of such damages, does not constitute interest, and is not a penalty.

3.5 Optional Principal Prepayments. Borrower may voluntarily prepay the entire balance of this Note, subject to the following conditions:

(a) Not less than fifteen (15) days prior to the date upon which Borrower desires to make such prepayment, Borrower shall deliver to Lender written notice of Borrower’s intention to prepay the outstanding principal balance of this Note, which notice shall state the proposed prepayment date (“Prepayment Date”); and

(b) Borrower shall pay to Lender all accrued and unpaid interest through the Prepayment Date on the principal balance being prepaid and any other obligations of Borrower to Lender then due which remain unpaid.

4. SECURITY. This Note is secured by, among other things, the Mortgage and the Liens created by the other Loan Documents granted in favor of Lender. Reference is hereby made to the Loan Documents (which are incorporated herein by reference as fully and with the same effect as if set forth herein at length) for a statement of the covenants and agreements contained therein, a statement of the rights, remedies, and security afforded thereby, and all matters therein contained.

5. EVENTS OF DEFAULT. The occurrence of any one or more of the following events shall constitute an “Event of Default” under this Note:

5.1 The failure by Borrower to pay (a) the entire Indebtedness due under the Loan Documents by the Maturity Date, (b) any installment of principal or interest payable pursuant to this Note or any payment required to be made into a Reserve Account within ten (10) days after the date when due, or (c) any other amount payable to Lender under this Note, the Mortgage or any of the other Loan Documents and which failure continues for more than ten (10) days after written notice from Lender to Borrower; or

5.2 The occurrence of any “Event of Default” under the Loan Agreement, the Mortgage or any of the other Loan Documents.

6. REMEDIES. At the election of the holder hereof, and without notice, the principal balance remaining unpaid under this Note, and all unpaid interest accrued thereon and any other amounts due hereunder and under the other Loan Documents shall be and become immediately due and payable in full upon the occurrence of any Event of Default. Failure to exercise this option shall not constitute a waiver of the right to exercise same in the event of any subsequent Event of Default. No holder hereof shall, by any act of omission or commission, be deemed to waive any of its rights, remedies or powers hereunder or otherwise unless such waiver is in writing and signed by the holder hereof, and then only to the extent specifically set forth therein. The rights, remedies and powers of the holder hereof, as provided in this Note, the Mortgage and in all of the other Loan Documents are cumulative and concurrent, and may be pursued singly, successively or together against Borrower, any Guarantor hereof, the Property and any other security given at any time to secure the repayment hereof, all at the sole discretion of the holder hereof. If any suit or action is instituted or attorneys are employed to collect this Note or any part hereof, Borrower promises and agrees to pay all costs of collection, including reasonable attorneys’ fees and court costs.

7. COVENANTS AND WAIVERS. Borrower and all others who now or may at any time become liable for all or any part of the obligations evidenced hereby, expressly agree hereby to be jointly and severally bound, and jointly and severally: (a) waive and renounce any and all homestead, redemption and exemption rights and the benefit of all valuation and appraisement privileges against the indebtedness evidenced by this Note or by any extension or renewal hereof; (b) waive presentment and demand for payment, notices of nonpayment and of dishonor, protest of dishonor, and notice of protest; (c) except as expressly provided in the Loan Documents, waive any and all notices in connection with the delivery and acceptance hereof and all other notices in connection with the performance, default, or enforcement of the payment hereof or hereunder; (d) waive any and all lack of diligence and delays in the enforcement of the payment hereof; (e) agree that the liability of Borrower and any guarantor, endorser or obligor shall be unconditional and without regard to the liability of any other person or entity for the payment hereof, and shall not in any manner be affected by any indulgence or forbearance granted or consented to by Lender to any of them with respect hereto; (f) consent to any and all extensions of time, renewals, waivers, or modifications that may be granted by Lender with respect to the payment or other provisions hereof, and to the release of any security at any time given for the payment hereof, or any part thereof, with or without substitution, and to the release of any person or entity liable for the payment hereof; and (g) consent to the addition of any and all other makers, endorsers, guarantors, and other obligors for the payment hereof, and to the acceptance of any and all other security for the payment hereof, and agree that the addition of any such makers, endorsers, guarantors or other obligors, or security shall not affect the liability of Borrower, any guarantor and all others now liable for all or any part of the obligations evidenced hereby. Borrower agrees that it will not assert any claim against Lender on any theory of lability for special, indirect, consequential, incidental or punitive damages. This provision is a material inducement for Lender making the Loan to Borrower.

8. GENERAL AGREEMENTS.

8.1 Business Purpose Loan. The Loan is a business loan which comes within the purview of Section 205/4, paragraph (1)(c) of Chapter 815 of the Illinois Compiled Statutes, as amended. Borrower agrees that the Loan evidenced by this Note is an exempted transaction under the Truth In Lending Act, 15 U.S.C. § 1601 et seq.

8.2 Time. Time is of the essence hereof.

8.3 Disbursement. This Note has been made and delivered at Chicago, Illinois and all funds disbursed to or for the benefit of Borrower will be disbursed in Chicago, Illinois.

8.4 Benefit. This Note shall inure to the benefit of and may be enforced by Lender and its successors and assigns.

8.5 Enforceability. In the event any one or more of the provisions contained in this Note shall for any reason be held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall, at the option of Lender, not affect any other provision of this Note, and this Note shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein or therein.

8.6 Interest Limitation. If the interest provisions herein or in any of the Loan Documents shall result, at any time while this Note remains outstanding, in an effective rate of interest which, for any month, exceeds the limit of usury or other laws applicable to the Loan, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice between or by any party hereto, be applied upon principal immediately upon receipt of such monies by Lender, with the same force and effect as though the payer has specifically designated such extra sums to be so applied to principal and Lender had agreed to accept such extra payment(s) as a premium-free prepayment. Notwithstanding the foregoing, however, Lender may at any time and from time to time elect by notice in writing to Borrower to reduce or limit the collection to such sums which, when added to the said first-stated interest, shall not result in any payments toward principal in accordance with the requirements of the preceding sentence. In no event shall any agreed to or actual exaction as consideration for this Loan transcend the limits imposed or provided by the law applicable to this transaction or the makers hereof in the jurisdiction in which the Property is located for the use or detention of money or for forbearance in seeking its collection.

8.7 Assignability. Lender may at any time assign its rights in this Note and the Loan Documents, or any part thereof and transfer its rights in any or all of the collateral, and Lender thereafter shall be relieved from all liability with respect to such collateral. In addition, Lender may at any time sell one or more participations in this Note. Borrower may not assign its interest in this Note, or any other agreement with Lender or any portion thereof, either voluntarily or by operation of law, without the prior written consent of Lender.

9. NOTICES. All notices required under this Note will be in writing and will be transmitted in the manner and to the addresses required by the Loan Agreement.

10. GOVERNING LAW. This Note shall be governed by and construed in accordance with the substantive laws of the State of Illinois.

11. CONSENT TO JURISDICTION. TO INDUCE LENDER TO ACCEPT THIS NOTE, BORROWER IRREVOCABLY AGREES THAT, SUBJECT TO LENDER’S SOLE AND ABSOLUTE ELECTION, ALL ACTIONS OR PROCEEDINGS IN ANY WAY ARISING OUT OF OR RELATED TO THIS NOTE WILL BE LITIGATED IN COURTS HAVING SITUS IN COOK COUNTY, ILLINOIS OR THE COUNTY WHERE THE PROPERTY IS LOCATED. BORROWER HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY COURT LOCATED WITHIN COOK COUNTY, ILLINOIS OR THE COUNTY WHERE THE PROPERTY IS LOCATED, WAIVES PERSONAL SERVICE OF PROCESS UPON BORROWER, AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY NOTICE TO BORROWER IN ACCORDANCE WITH THE LOAN AGREEMENT AND SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT.

12. WAIVER OF JURY TRIAL. BORROWER AND LENDER (BY ACCEPTANCE OF THIS NOTE), HAVING BEEN REPRESENTED BY COUNSEL, EACH KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS (A) UNDER THIS NOTE OR ANY RELATED AGREEMENT OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION WITH THIS NOTE OR (B) ARISING FROM ANY BANKING RELATIONSHIP EXISTING IN CONNECTION WITH THIS NOTE, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING WILL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

13. WAIVER OF DEFENSES. OTHER THAN CLAIMS BASED UPON THE FAILURE OF LENDER TO ACT IN A COMMERCIALLY REASONABLE MANNER, BORROWER WAIVES EVERY PRESENT AND FUTURE DEFENSE (OTHER THAN THE DEFENSE OF PAYMENT IN FULL), CAUSE OF ACTION, COUNTERCLAIM OR SETOFF WHICH BORROWER MAY NOW HAVE OR HEREAFTER MAY HAVE TO ANY ACTION BY LENDER IN ENFORCING THIS NOTE OR ANY OF THE LOAN DOCUMENTS. THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER GRANTING ANY FINANCIAL ACCOMMODATION TO BORROWER.

[Signatures on the following page]

IN WITNESS WHEREOF, Borrower has executed and delivered this Amended and Restated Promissory Note as of the day and year first above written.

BORROWER:

BROOKSVILLE DEVELOPMENT PARTNERS, LLC, a Florida limited liability company

By:	Brooksville Development DE LLC,
	a Delaware limited liability company
Its:	Manager

	By:	SAF Trust Under Agreement Dated
		July 5, 2022
	Its:	Manager

	By:
		Boris Tabak, Co-Trustee

Signature Page

Amended and Restated Promissory Note

Exhibit 10.5

CUEN – Unlocking Value: Cuentas, Inc. Sells Brooksville Real Estate for $7.2 Million, Unleashing Double Digit Profits and Rewards Founders Strategic Vision

Cuentas, Inc.’s Strategic Move: From $5.05 Million Acquisition to $7.2 Million Sale - A Remarkable Leap in Record Time

MIAMI BEACH, FL, March 14, 2024 (GLOBE NEWSWIRE) -- Cuentas, Inc. (OTC: CUEN & CUENW) (“CUEN” or “the Company”), a pioneer driving the seamless integration of fintech, mobile telecommunications, and real estate for the unbanked and underbanked Hispanic demographic, Cuentas is pleased to announce the unveiling of the terms for the sale of its esteemed Brooksville, Florida property. Acquired in 2023, the transaction sets the stage for a transformative deal expected to close within 60 days, following due diligence by the purchaser. This transaction will furnish the Company with organic cash, fortifying its resources for future ventures and affirming its successful strategic focus on Fintech and Mobile Services.

The agreement solidifies Cuentas’ decision to divest its real estate investments in Brooksville, Florida, a market renowned for its rapid growth. The sale of the property for $7.2 million unlocks liquidity and yields double-digit returns on the investment, based on its purchase price of $5.05 million. With the closing slated for within 60 days and funds in escrow, the Company is poised for further enhancement of its financial position.

After extensive evaluation of various options, including exploring development joint ventures and assessing multiple purchase offers, management opted for the most advantageous agreement. This decision prioritizes expediency in closing and delivers double-digit percentage returns. Management views this transaction as a tactical triumph, aligning with the Company’s objectives of profitability and cash flow. It empowers continued involvement in development projects in the South Florida region, leveraging the company’s local headquarters in Miami Beach, Florida.

The proceeds from this sale will be channeled towards self-funding the company, reinforcing its Cuentas Money (Fintech) and Cuentas Mobile (Mobile) services, and fostering additional real estate developments akin to the successful Lakewood Villas development, where the company holds a 6% stake.

Cuentas has duly filed an 8K with the requisite disclosures regarding this transaction. Interested parties may access the filing through the following link: [8K].

Cuentas, Inc. (OTC: CUEN & CUENW) is creating an alternative financial ecosystem for the growing global population who do not have access to traditional financial alternatives. The Company’s proprietary technologies help to integrate FinTech (Financial Technology), e-finance and e-commerce services into solutions that deliver next generation digital financial services to the unbanked, under-banked and underserved populations nationally in the USA. The Cuentas Platform integrates Cuentas Mobile, the Company’s Mobile Telecommunications solution, with its core financial services offerings to help entire communities enter the modern financial marketplace. Cuentas has launched its General Purpose Reloadable (GPR) Card, which includes a digital wallet, discounts for purchases at major physical and online retailers, rewards, and the ability to purchase digital content. LINK: https://cuentas.com AND https://cuentasmobile.com.

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Forward-Looking Statements

This news release contains “forward-looking statements,” as that term is defined in section 27a of the United States Securities Act of 1933, as amended, and section 21e of the United States Securities Exchange Act of 1934, as amended. These forward-looking statements involve substantial uncertainties and risks and are based upon our current expectations, estimates and projections and reflect our beliefs and assumptions based upon information available to us at the date of this release. We caution readers that forward-looking statements are predictions based on our current expectations about future events. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Our actual results, performance or achievements could differ materially from those expressed or implied by the forward-looking statements as a result of a number of factors, including, but not limited to, OTC and shareholder approval of the proposed transaction, our ability to manage our research and development programs that are based on novel technologies, our ability to successfully integrate WHEN operations and product offerings, the sufficiency of working capital to realize our business plans and our ability to raise additional capital, market acceptance, the going concern qualification in our financial statements, our ability to retain key employees, our competitors developing better or cheaper alternatives to our products, risks relating to legal proceedings against us and the risks and uncertainties discussed under the heading “RISK FACTORS” in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and in our other filings with the Securities and Exchange Commission. We undertake no obligation to revise or update any forward-looking statement for any reason.

Contact Information:

Arik Maimon
CEO at Cuentas Inc
Cuentas Inc. (OTC:CUEN)
Phone: 800-611-3622
Mobile: 786-774-2835
Web: www.cuentas.com
Email: arik@cuentas.com

Cover	Mar. 13, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 13, 2024
Entity File Number	001-39973
Entity Registrant Name	Cuentas, Inc.
Entity Central Index Key	0001424657
Entity Tax Identification Number	20-3537265
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	235 Lincoln Rd.
Entity Address, Address Line Two	Suite 210
Entity Address, City or Town	Miami Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33139
City Area Code	800
Local Phone Number	611-3622
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, par value $0.001 per share
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	CUEN
Security Exchange Name	NASDAQ
Warrants, each exercisable for one share of Common Stock
Title of 12(b) Security	Warrants, each exercisable for one share of Common Stock
Trading Symbol	CUENW
Security Exchange Name	NASDAQ