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): 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)

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

Exhibit 10.1

TERMINATION AGREEMENT
TO THE
PROCESSING SERVICES AGREEMENT

This Termination Agreement to the Processing Services Agreement (this “Termination Agreement”) is dated as of August 8, 2024 (“Effective Date”), by and between Cuentas, Inc. (“Company”) and Interactive Communications International, Inc., (“InComm”) (collectively, the “Parties”).

RECITALS

WHEREAS,the Parties have previously entered into that certain Processing Services Agreement, dated July 23rd, 2019 (as amended, the “Agreement”);

WHEREAS, the Parties desire to terminate the Agreement in accordance with the terms and conditions of this Termination Agreement.

AGREEMENT

NOW THEREFORE, for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the Parties agree as follows:

1. Definitions.All capitalized terms which are not otherwise defined in this Termination Agreement shall have the meanings set forth in the Agreement.

2. Termination.The Parties hereby mutually agree to terminate the Agreement effective as of the Effective Date.

3. Waiver of Outstanding Monthly Minimums. InComm hereby agrees 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.

4. Destruction of Prepaid Products and Related Collateral. In accordance with instructions from the Issuing Bankas a result of the closure of the Prepaid Product program managed by Company on behalf of the Issuing Bank, InComm willdestroy any remaining un-issued Prepaid Products and all related collateral in its or its print vendors’ possession forthwith.

5. InComm and Company will cooperate with the Issuing Bank for the unwinding and sunsetting of the Prepaid Product program.

6. Miscellaneous. This Termination Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. This Termination Agreement shall be governed by and construed in accordance with the laws of the State of Florida.

[Signatures on the Following Page]

IN WITNESS WHEREOF, the Parties have executed this Termination Agreement as of the Effective Date.

CUENTAS, INC.

By:	/s/ Shalom Arik Maimon
Name:	Shalom Arik Maimon
Title:	CEO

INTERACTIVECOMMUNICATIONS INTERNATIONAL, INC.

By:	/s/ Stefan Happ
Name:	Stefan Happ
Title:	President

Cover	Aug. 12, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 12, 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