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): June 7, 2024 (June 3, 2024)

Cuentas, Inc.

(Exact name of registrant as specified in its charter)

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

Warrants, each exercisable for one share of Common Stock	CUENW	OTC

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 June 3, 2024, Cuentas, Inc., (“Cuentas”) 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.

The Parties agree to engage in a equity / stock option agreement whereby World Mobile is rewarded stock in Cuentas publicly traded vehicle, with specifics to be determined based on achieving defined milestones. This tiered approach will align the incentives and contributions of both parties throughout the partnership.

The Parties agree to consider and discuss potential merger terms and conditions as part of the formal agreement going forward.

World Mobile will transfer US$50,000 to Cuentas as a refundable Security Deposit within 3 days of signing this LOI.

This LOI serves as a preliminary expression of intent between World Mobile and Cuentas and is not legally binding, except where explicitly stated. This document does not create obligations of exclusivity, purchase, sale, or any formal partnership beyond the described intentions.

Following this LOI, the Parties will proceed to negotiate the terms of a definitive agreement that will outline the detailed commercials and terms and conditions of the partnership. Both parties agree to conduct these negotiations in good faith and with due diligence.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description

10.1		Letter of Intent
10.2		Press release distributed June 4, 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: June 7, 2024	By:	/s/ Shalom Arik Maimon
		Shalom Arik Maimon
		Chief Executive Officer

Exhibit 10.1

Letter of Intent (Non-Binding) Between World Mobile and Cuentas

This Letter of Intent (LOI) is made between World Mobile Group Ltd (“World Mobile”), a UK limited company with offices located at 29 Holywell Row, London EC2A 4JB and Cuentas, Inc., a Florida USA corporation with offices located at 235 Lincoln Rd, Suite 210, Miami Beach, Florida, 33139 USA (“Cuentas”), herein referred to individually as a “Party” and jointly as the “Parties.”

Purpose:

The Parties intend to collaboratively bridge the digital divide in the USA by enhancing connectivity and integrating financial services. The initiative aims to leverage the World Mobile sharing economy to expand network coverage and provide affordable connectivity, while also offering Cuentas’ digital products to customers.

Scope of Partnership:

Network Expansion and Connectivity:

The Parties will utilize World Mobile’s sharing economy platform, airnode.worldmobile.io, to build out local networks tailored to specific customer bases, using the most relevant technologies for each area.

The network buildout will initially target the potential use of 60,000 Bodegas that Cuentas is currently engaged with to serve as cell sites. These sites will play a crucial role as hosts within the sharing economy, pairing with operators globally.

Participating Companies:

Initial participants in this partnership will include Cuentas Mobile, Culture, and Red Pocket. The Parties commit to using their best efforts to craft compelling offers for their customer bases, which may include roaming services (where legally permissible) or the provision of a secondary SIM or eSIM (where available) that operates on the World Mobile network.

Roaming and SIM Services:

World Mobile will offer a roaming rate of $0.0012 per MB to Cuentas and other involved MVNOs, contingent upon the legal feasibility of establishing roaming agreements.

World Mobile will permit Cuentas and its affiliates to resell World Mobile SIM cards and eSIMs (where available) providing competitively priced retail packages and associated cost prices.

Integration of Financial Services:

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.

Equity Renumeration:

Potential Merger:

The Parties agree to consider and discuss potential merger terms and conditions as part of the formal agreement going forward.

Security Deposit:

World Mobile will transfer US$50,000 to Cuentas as a refundable Security Deposit within 3 days of signing this LOI.

Best Efforts:

Both Parties agree to exert their best efforts to realize the goals stated in this LOI and to facilitate the successful execution of the planned initiatives.

Non-Binding Nature:

Next Steps:

[The remainder of the page was intentionally left blank; signature page to follow]

IN WITNESS WHEREOF, each Party has approved and executed this Agreement as of the Effective Date.

World Mobile Group Ltd (“World Mobile”)

By:	/s/ Micky Watkins
Name:	Micky Watkins
Title:	Chief Executive Officer

Effective Date: June 3, 2024

Cuentas, Inc. (“Cuentas”)

By:	/s/ Shalom Arik Maimon
Name:	Shalom Arik Maimon
Title:	Chief Executive Officer

Effective Date: June 3, 2024

Exhibit 10.2

CUEN – Cuentas, Inc. And World Mobile Group, Ltd. Unveil Global Roaming And Financial Services In The United States

June 04, 2024 08:30 ET| Source: Cuentas Inc.

Cuentas to Integrate with World Mobile’s Decentralized Network, Offering US Mobile Users Cost-efficient Global Roaming and Connectivity at 12 Times Less Than Legacy Networks

MIAMI BEACH, FL, June 04, 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, proudly announced today the signing of a Letter of Intent (LOI) with World Mobile Group Ltd (World Mobile Token WMT-USD) (“World Mobile”) to launch groundbreaking global roaming services and financial solutions in over 30,000 retail locations nationwide.

Leveraging World Mobile’s innovative sharing economy platform (airnode.worldmobile.io), the partnership will develop localized networks tailored to specific customer needs, seamlessly integrating roaming services with mobile solutions utilizing both eSIM and traditional SIM technologies.

The initiative targets an initial market of 30,000 retail outlets (“Bodegas”) across the United States, currently served by CUEN’s mobile and fintech offerings.

“Cuentas is thrilled to integrate our financial ecosystem with World Mobile’s cutting-edge global roaming technology, delivering a disruptive and highly affordable solution,” said Mr. Arik Maimon, CEO and co-founder of CUEN. “This agreement maximizes our extensive distribution network and our three decades of telecommunications expertise. By enabling retail and business entities to offer Cuentas Fintech services and become World Mobile AirNode Operators, we aim to bring financial freedom and cost-effective, high-efficiency mobile data networks to diverse communities across the US.”

Cuentas continues to expand its market presence with its robust mobile service, Cuentas Mobile, supported by a powerful distribution ecosystem and a meticulously developed software platform. Utilizing advanced eSIM and traditional SIM technology, this system ensures reliability and will soon include a secure communications suite from Sekur Private Data Ltd. in a comprehensive service bundle.

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.

About World Mobile

World Mobile was founded with a far-reaching goal: to connect everyone, everywhere while advocating for economic freedom and dignity. Unlike traditional mobile networks, World Mobile is based on blockchain and incentivises people to be part of a sharing economy that taps into the trillion dollar global telecom market. Individuals and business owners around the world can operate nodes on its network and bring their community online while earning revenue.

Contact Information:	For media inquiries:

Arik Maimon	Investor Relations
CEO at Cuentas Inc	Email: info@cuentas.com
Email: arik@cuentas.com	Cuentas Inc. (OTC:CUEN)

Cover	Jun. 03, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 03, 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
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