false 0001424657 0001424657 2024-08-12 2024-08-12 0001424657 CUEN:CommonStockParValue0.001PerShareMember 2024-08-12 2024-08-12 0001424657 CUEN:WarrantsEachExercisableForOneShareOfCommonStockMember 2024-08-12 2024-08-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): August 16, 2024 (August 12, 2024)

 

Cuentas, Inc.

(Exact name of registrant as specified in its charter)

 

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

 

235 Lincoln Rd., Suite 210
Miami Beach, FL

(Address of principal executive offices)

 

33139

(Zip Code)

 

(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 1.02 Termination of a Material Definitive Agreement.

 

On August 12, 2024, Cuentas, Inc. (“Cuentas”) received the fully executed Termination Agreement to the Processing Services Agreement dated July 23, 2019 by and between Cuentas, Inc. (“Cuentas”) and Interactive Communications International, Inc., (“InComm”), (collectively, the “Parties”).

 

InComm agreed to waive the Four Hundred and Seventy-Five Thousand Dollars ($475,000.00) outstanding and owed by Company to InComm as a result of unpaid Monthly Minimum Fees dating back to December 2022. In accordance with instructions from the Issuing Bank as a result of the closure of the Prepaid Product program managed by Company on behalf of the Issuing Bank, InComm will destroy any remaining un-issued Prepaid Products and all related collateral in its or its print vendors’ possession forthwith. InComm and Company will cooperate with the Issuing Bank for the unwinding and sunsetting of the Prepaid Product program.

 

Cuentas will still maintain its Digital Content and Distribution Agreements with InComm as it works on the transportation, bodega and cellular markets.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
     
10.1     Termination Agreement
     
104     Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  CUENTAS INC.
     
Date: August 16, 2024 By:  /s/ Shalom Arik Maimon
    Shalom Arik Maimon
    Chief Executive Officer

 

2