CUENW / Cuentas Inc. - Equity Warrant - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: JUNE 30, 2024 ☐ TRANSITION

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: JUNE 30, 2024 ☐ 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.

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: SEPTEMBER 30, 2024 ☐ TRANS

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: SEPTEMBER 30, 2024 ☐ 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.

Subscription Agreement – World Mobile Group, World Mobile

Exhibit 10.3 SUBSCRIPTION BOOKLET FOR MEMBERSHIP INTERESTS IN WORLD MOBILE, LLC A DELAWARE LIMITED LIABILITY COMPANY Subscription Agreement THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN. THE PURCHASE OF THE SECURITIES INV

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

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): May 21, 2025 (May 15, 2025) 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. Emplo

Settlement Agreement – Cuentas, 1800 Diagonal Lending

Exhibit 10.8 SETTLEMENT AGREEMENT This Settlement Agreement and Mutual Release (the “Agreement”) is entered into as of the 14111 day of May, 2025 (“effective date”) by and between 1800 Diagonal Lending, LLC, a Virginia limited liability company, with its principal place of business at 1800 Diagonal Road, Suite 623, Alexandria, VA 22314 (the “Judgment Debtor”); and Cuentas, Inc., a Florida corporat

Contribution Agreement – Cuentas, World Mobile

Exhibit 10.2 CONTRIBUTION AGREEMENT This Contribution Agreement (this “Agreement”) dated as of April 21, 2025 by and between Cuentas Inc., a Florida corporation (“Participant”) and World Mobile LLC, a Delaware limited liability company (the “JV Company”). WHEREAS, Participant and World Mobile Group Ltd. (“WMG”) formed the JV Company for purposes of entering into a joint venture business relationsh

Joint Personal Guaranty – Crosshair Media Placement

Exhibit 10.7 JOINT PERSONAL GUARANTY This Joint Personal Guaranty (“Guaranty”) is made as of the date below by Michael De Prado, an individual residing at 235 Lincoln Rd, Suite 210, Miami Beach, FL 33139, and Arik Maimon, an individual residing at 235 Lincoln Rd, Suite 210, Miami Beach, FL 33139 (individually and collectively, the “Guarantors”), in favor of Crosshair Media Placement, LLC, a Kentuc

Side Letter Two – Cuentas, World Mobile Group, World Mobile

Exhibit 10.5 CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH NOT MATERIAL AND ARE THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL AND HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE. WORLD MOBILE LLC Date: May 15, 2025 To: Cuentas Inc. Re: Joint Venture LLC Agreement Dear Arik, This letter agreement (this “

Settlement Agreement – Cuentas, EAdvance Services

Exhibit 10.10 SETTLEMENT AGREEMENT AND MUTUAL RELEASE This Settlement Agreement and Mutual Release (“Agreement”) is entered into as of the 22nd day of May, 2025, by and between: E ADVANCE SERVICES LLC, a New York limited liability company with an address at 370 Lexington Avenue, Suite 801, New York, NY 10017 (hereinafter, “Plaintiff”), and MEIMOUN & MAMMON, LLC, doing business as M&M TELECOM and T

Settlement Agreement – Cuentas, Alexandra Calicchio

Exhibit 10.9 SETTLEMENT AGREEMENT AND MUTUAL RELEASE This Settlement Agreement and Mutual Release (“Agreement”) is made and entered into as of the 22nd day of May, 2025, by and between: Alexandra Calicchio, an individual residing at 6356 Esprit Way, Boynton Beach, FL 33437 (hereinafter referred to as “Plaintiff”), and Cuentas Inc., a Florida corporation with its principal place of business at 235

Limited Liability Company Agreement – World Mobile LLC

Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH NOT MATERIAL AND ARE THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL AND HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE. LIMITED LIABILITY COMPANY AGREEMENT OF WORLD MOBILE LLC This LIMITED LIABILITY COMPANY AGREEMENT of World Mobile LLC, a Delaw

Side Letter One – Cuentas, World Mobile Group, World Mobile

Exhibit 10.4 WORLD MOBILE LLC Date: April 23, 2025 To: Cuentas Inc. Re: Joint Venture LLC Agreement Dear Arik, This letter agreement (the “Agreement”) is to confirm certain terms and conditions of the World Mobile LLC Company Agreement (the “JV Agreement”) dated effective as of April 21, 2025 by and among Cuentas Inc. (“Cuentas”), World Mobile Group Ltd. (“WMG”) and World Mobile LLC (the “Company”

Membership Interest Purchase Agreement – Cuentas, Brooksville FL Partners

Exhibit 10.6 MEMBERSHIP INTEREST PURCHASE AGREEMENT This Membership Interest Purchase Agreement (this “Agreement”) dated as of May 22, 2025 (the “Effective Date”), is entered into by and between CUENTAS, INC., a Florida corporation (“Seller”) and BROOKSVILLE FL PARTNERS, LLC, a Florida limited liability company (“Buyer”) (Seller and Buyer, collectively, the “Parties” and individually a “Party”). R

Termination Agreement

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 ent

Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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 Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Trans

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Fo

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): July 12, 2024 (June 17, 2024) Cue

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): July 12, 2024 (June 17, 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

Letter of Termination from Buyer to Company.

Exhibit 10.1 June 7, 2024 VIA EMAIL Brooksville Development Partners, LLC Two Northfield Plaza, Suite 320 Northfield, IL 60093 Attn: Alex Zdanov Email: EMAIL REDACTED Ruchim & Hudson, P.C. 3000 Dundee Road Suite 415 Northbrook, IL 60062 Attn: Mitchell Ruchim Email: EMAIL REDACTED Chicago Title Insurance Company 5215 Old Orchard Rd #400 Skokie, IL 60077 Attn.: Alisa Habibovic Phone: PHONE REDACTED

Press release distributed June 4, 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) - Cu

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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. Emplo

Letter of Intent

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

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: MARCH 31, 2024 ☐ TRANSITIO

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: MARCH 31, 2024 ☐ 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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Tran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on F

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): May 7, 2024 (May 1, 2024) Cuentas

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): May 7, 2024 (May 1, 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. Employe

Letter of Intent

Exhibit 10.1 CUENTAS INC. 235 Lincoln Road, Suite 210 Miami Beach, FL 33139 April 30, 2024 Alain Ghial Sekur Private Data Ltd. (SWISF) First Canadian Place Suite 5600 100 King Street West Toronto, ON M5X 1C9, Canada Attention: Alain Ghiai, Chairman & CEO Mr. Ghiai: This letter of intent will serve to set forth and confirm the preliminary discussions and negotiations between Sekur Private Data Ltd.

2023 Share Incentive Plan

Exhibit 10.21 CUENTAS INC. 2023 SHARE INCENTIVE PLAN 1. Purpose. The Cuentas Inc. 2023 Share Incentive Plan (the “Plan”) is intended to provide incentives which will attract, retain and motivate highly competent persons as officers, employees and non-employee directors (“Director Participants”), of, and consultants to, Cuestas Inc. (the “Company”), and its subsidiaries and affiliates, by providing

Description of Registrant’s Capital Stock

Exhibit 4.9 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED The following is a summary of all material characteristics of the capital stock of Cuentas Inc., a Florida corporation (“Cuentas,” the “Company,” “we,” “us,” or “our”), as set forth in our Amended and Restated Articles of Incorporation, as amended (our “Articl

CUENTAS INC. AND SUBSIDIARIES SUBSIDIARIES OF THE REGISTRANT

Exhibit 21.1 CUENTAS INC. AND SUBSIDIARIES SUBSIDIARIES OF THE REGISTRANT All of the operating subsidiaries of Cuentas Inc., a Florida corporation, listed below are included in the Consolidated Financial Statements: State in Which Incorporated Country in Which Incorporated Meimoun and Mammon, LLC Florida USA

Insider Trading Policy

Exhibit 19.1 Insider Trading Compliance Manual CUENTAS INC. Adopted March 16, 2022 In order to take an active role in the prevention of insider trading violations by its officers, directors, employees, consultants, attorneys, advisors and other related individuals, the Board of Directors (the “Board”) of Cuentas Inc., a Florida corporation (the “Company”), has adopted the policies and procedures d

Agreement for Purchase and Sale of Brooksville Property

Exhibit 10.25 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is made effective as of the Effective Date, by and between BROOKSVILLE DEVELOPMENT PARTNERS, LLC, a Florida limited liability company (“Seller”) and TERWILLIGER BROTHERS RESIDENTIAL LLC, a Florida limited liability company (“Buyer”). RECITALS A. Subject to the terms and conditions of this Agreement, Seller agr

Executive Compensation Clawback Policy

Exhibit 97.1 CUENTAS INC. EXECUTIVE COMPENSATION CLAWBACK POLICY Adopted as of November 17, 2023 The Board of Directors (the “Board”) of Cuentas Inc. (the “Company”) has adopted the following executive compensation clawback policy (this “Policy”). This Policy shall supplement any other clawback or compensation recovery policy or policies adopted by the Company or included in any agreement between

Code of Business Conduct and Ethics

Exhibit 14.1 CODE OF BUSINESS CONDUCT AND ETHICS OF CUENTAS INC. 1 Introduction The Board of Directors (the “Board”) of Cuentas Inc., a Florida corporation (the “Company”) has adopted this Code of Business Conduct and Ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees. To the extent this Code requires a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ 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: 000-54923 CUENTAS, INC. (Exact name of

Operating Agreement for Brooksville Development Partners, LLC

Exhibit 10.28 Brooksville Development Partners, LLC OPERATING AGREEMENT THIS OPERATING AGREEMENT (this “Agreement”), dated as of April 11, 2023, is entered into by Brooksville Development DE, LLC (the “Class A Member”), a Delaware limited liability company and Cuentas Inc, a Florida corporation, as well as Brooksville FL Partners, LLC, a Florida limited liability company (the “Class B Members,” to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report o

Letter of Intent

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

Amended and Restated Promissory Note

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 Fift

First Amendment to Mortgage and Assignment of Leases

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

Certificate of Company Resolution for Republic Bank of Chicago Loan Extension

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 th

Press Release distributed March 14, 2024

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”),

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) C

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)

Submission of Matters to a Vote of Security Holders

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): December 20, 2023 CUENTAS, INC. (Exact name of registrant as specified in its charter) Florida 001-39973 20-3537265 (State or other jurisdiction of incorporation) (Commission File Num

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): December 19, 2023 Cuentas Inc. (E

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): December 19, 2023 Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 001-39973 20-3537265 (State or other jurisdiction of (Commission file number) (IRS Employ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Solicitation Material Pursuant to Rule 14a-11(c) or rule 14a-12 Cuentas Inc.

CUENTAS INC. 1,275,747 Shares of Common Stock Offered by the Selling Shareholders

PROSPECTUS Rule 424(b)(3) Registration No. 333-275724 CUENTAS INC. 1,275,747 Shares of Common Stock Offered by the Selling Shareholders This prospectus relates to the resale of up to 1,275,747 shares of common stock, par value $0.001 per share, of Cuentas Inc. (“we,” “us,” “our,” “Cuentas” or the “Company”), consisting of (i) up to 1,232,606 shares issuable upon exercise of a warrant (the “Inducem

Cuentas Inc. 235 Lincoln Rd., Suite 210 Miami Beach, Florida 33139 November 28, 2023

Cuentas Inc. 235 Lincoln Rd., Suite 210 Miami Beach, Florida 33139 November 28, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Nicholas Nalbantian Re: Cuentas Inc.. Registration Statement on Form S-3 Filed November 22, 2023 and amended on November 27, 2023 File No. 333- 275724 Ladies and Gentlemen

As filed with the Securities and Exchange Commission on November 27, 2023

As filed with the Securities and Exchange Commission on November 27, 2023 Registration No.

Form of Placement Agent Warrant

Exhibit 4.8 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

As filed with the Securities and Exchange Commission on November 22, 2023

As filed with the Securities and Exchange Commission on November 22, 2023 Registration No.

ELLENOFF GROSSMAN & SCHOLE LLP 1345 Avenue of the Americas New York, New York 10105 Telephone: (212) 370-1300 Facsimile: (212) 370-7889 November 22, 2023

ELLENOFF GROSSMAN & SCHOLE LLP 1345 Avenue of the Americas New York, New York 10105 Telephone: (212) 370-1300 Facsimile: (212) 370-7889 www.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Solicitation Material Pursuant to Rule 14a-11(c) or rule 14a-12 Cuentas Inc.

Calculation of Registration Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) CUENTAS INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities* Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit (1) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(1) Carry Forward Form T

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: SEPTEMBER 30, 2023 ☐ TRANS

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: SEPTEMBER 30, 2023 ☐ 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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-39973 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form10-Q ☐ Form 10-D ☐ Form N CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): October 18, 2023 (October 16, 2023) Cuentas, Inc. (Exact name of registrant as specified in its charter) Florida 001-39973 20-3537265 (State or other jurisdiction of (Commission File

Term Sheet

Exhibit 10.1 TERM SHEET October 16, 2023 After significant discussions and negotiations between UCG, Inc., a Delaware corporation (“UCG”), the owner and holder of approximately 387,000,000 shares of common stock, par value $0.0001 per share, of World Health Energy Holdings, Inc. (“WHEN”), which represents approximately seventy-five percent (75%) of the outstanding shares of WHEN common stock (the

Cuentas’ Proposed Acquisition of a 75% Equity Stake in World Health Energy Holdings, Inc. (OTC Pink:WHEN) is intended to Expand Cuentas’ Mobile business and Provide critical Next-Generation Security Against Privacy and Cyber Threats.

Exhibit 99.1 Cuentas to Introduce Proprietary Mobile Security Technology to the U.S. Market Cuentas’ Proposed Acquisition of a 75% Equity Stake in World Health Energy Holdings, Inc. (OTC Pink:WHEN) is intended to Expand Cuentas’ Mobile business and Provide critical Next-Generation Security Against Privacy and Cyber Threats. MIAMI BEACH, FL, Oct. 16, 2023 (GLOBE NEWSWIRE) - Cuentas, Inc. (Nasdaq: C

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): October 11, 2023 Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 001-39973 20-3537265 (State or other jurisdiction of incorporation or organization) (Commi

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): October 3, 2023 Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 001-39973 20-3537265 (State or other jurisdiction of incorporation or organization) (Commis

CUENTAS INC. 311,771 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-273552 PROSPECTUS SUPPLEMENT, DATED AUGUST 24, 2023 (To Prospectus dated August 9, 2023) CUENTAS INC. 311,771 Shares of Common Stock This supplement is being filed to update, amend and supplement certain information in our prospectus dated August 9, 2023, pursuant to which the selling shareholders named therein, or their assignees may offer and

Financial Statements and Exhibits, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 21, 2023 Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 001-39973 20-3537265 (State or other jurisdiction of incorporation or organization) (Commis

Form of Inducement Warrant

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Inducement Letter

Exhibit 10.1 CUENTAS INC. August 21, 2023 Holder of Warrants Issued in August 2022 and February 2023 Re: Inducement Offer to Exercise Warrants Issued in August 2022 and February 2023 Dear Holder: Cuentas Inc. (the “Company”) is pleased to offer to you (“Holder”, “you” or similar terminology) the opportunity to receive (i) new warrants to purchase shares of the Company’s common stock, par value $0.

Employment Agreement dated as of August 21, 2023 between Cuentas and Arik Maimon

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT, by and between Cuentas, Inc. (the “Company’) and Arik Maimon (“Executive”, along with the Company, referred to as either “Party” or “Parties”) shall become effective upon execution by the Parties as evidenced below (the “Effective Date”). WITNESSETH: WHEREAS, the Company is engaged in the business of credit card processing, mobile commerce in the F

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 21, 2023 Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 001-39973 20-3537265 (State or other jurisdiction of incorporation or organization) (Commis

Employment Agreement dated as of August 21, 2023 between Cuentas and Michael De Prado

Exhibit 10.2 EMPLOYMENT AGREEMENT THIS AGREEMENT, by and between Cuentas, Inc. (the “Company’) and Michael De Prado (“Executive”, along with the Company, referred to as either “Party” or “Parties”) shall become effective upon execution by the Parties as evidenced below (the “Effective Date”). WITNESSETH: WHEREAS, the Company is engaged in the business of credit card processing, mobile commerce in

Nasdaq Letter dated August 18, 2023.

Exhibit 10.1 By Electronic Delivery to: [email protected]; [email protected] August 18, 2023 Mr. Shalom Arik Maimon Interim Chief Executive Officer Cuentas, Inc. 235 Lincoln Rd., Suite 210 Miami Beach, FL 33139 Re: Cuentas, Inc. (the “Company”) Nasdaq Symbol: CUEN Dear Mr. Maimon: I am following up on a recent telephone conversation with Mark Orenstein, Ellenoff Grossman & Schole LLP, in which

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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 18, 2023 Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 001-39973 20-3537265 (State or other jurisdiction of incorporation or organization) (Commis

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE THREE-MONTH PERIOD ENDED: JUNE 30, 2023 ☐ TRANSITI

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE THREE-MONTH PERIOD ENDED: JUNE 30, 2023 ☐ 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.

CUENTAS INC. 311,771 Shares of Common Stock

Rule 424(b)(3) File No. 333-273552 PROSPECTUS CUENTAS INC. 311,771 Shares of Common Stock This prospectus relates to the resale of up to 311,771 shares of common stock, par value $0.001 per share, of Cuentas Inc. (“we,” “us,” “our,” “Cuentas” or the “Company”), consisting of up to (i) 291,375 shares of common stock (the “Purchase Warrant Shares”) issuable upon exercise of warrants (the “Purchase W

Cuentas Inc. 235 Lincoln Rd., Suite 210 Miami Beach, Florida 33139 August 7, 2023

Cuentas Inc. 235 Lincoln Rd., Suite 210 Miami Beach, Florida 33139 August 7, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Taylor Beech Re: Cuentas Inc.. Registration Statement on Form S-1 Filed August 1, 2023 File No. 333-273552 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act

As filed with the Securities and Exchange Commission on July 31, 2023

As filed with the Securities and Exchange Commission on July 31, 2023 Registration No.

Calculation of Registration Fee Table*

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) CUENTAS INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities* Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit (1) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(1) Carry Forward Form T

ELLENOFF GROSSMAN & SCHOLE LLP 1345 Avenue of the Americas New York, New York 10105 Telephone: (212) 370-1300 Facsimile: (212) 370-7889 July 31, 2023

ELLENOFF GROSSMAN & SCHOLE LLP 1345 Avenue of the Americas New York, New York 10105 Telephone: (212) 370-1300 Facsimile: (212) 370-7889 www.

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 22, 2023 (June 15, 2023) Cue

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 22, 2023 (June 15, 2023) Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 001-39973 20-3537265 (State or other jurisdiction of incorporation or organiz

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE THREE MONTH PERIOD ENDED: MARCH 31, 2023 ☐ TRANSIT

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE THREE MONTH PERIOD ENDED: MARCH 31, 2023 ☐ 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.

Third Amendment to Brooksville PSA

Exhibit 10.2

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): May 4, 2023 (April 28, 2023) Cuen

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): May 4, 2023 (April 28, 2023) 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. Empl

Press Release distributed May 3, 2023

Exhibit 10.3 Cuentas Closes on 21+ Acre Parcel Near Tampa Florida, Moving Forward in With Its “Arden by Cuentas Casa” Development, A 360 Unit Complex Combining Innovative, Sustainable Building Technologies With Modern, Technology Driven Resident Benefits, Creating New, More Affordable Living Opportunities for the Underserved. Cuentas Is Expanding Its 10 Year Partnership With Renco USA, Utilizing I

Assignment and Assumption of PSA

Exhibit 10.1

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): April 19, 2023 (April 13, 2023) C

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): April 19, 2023 (April 13, 2023) Cuentas, Inc. (Exact name of registrant as specified in its charter) Florida 001-39973 20-3537265 (State or other jurisdiction of (Commission File Numb

Addendum to Purchase and Sale Agreement signed April 14, 2023

Exhibit 10.2 Addendum Purchase and Sale Agreement This Addendum to Purchase and Sale Agreement (the “PSA”) dated November 21, 2021, as amended, between DBI Realty LLC (Seller 1) and Brooksville Partners Florida LLC (Seller 2, collectively Seller) and Brooksville Development Partners, LLC (Buyer): Buyer through its Class B member, Cuentas, Inc., is depositing via wire transfer $2,000,000 (the “Two

Operating Agreement signed April 13, 2023

Exhibit 10.1 Brooksville Development Partners, LLC OPERATING AGREEMENT THIS OPERATING AGREEMENT (this “Agreement”), dated as of April , 2023, is entered into by Brooksville Development DE, LLC (the “Class A Member”), a Delaware limited liability company and Cuentas Inc, a Florida corporation, as well as Brooksville FL Partners, LLC, a Florida limited liability company (the “Class B Members,” toget

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): April 18, 2023 Cuentas, Inc. (Exa

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): April 18, 2023 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 incorpora

Cuentas Deemed Compliant With All NASDAQ Continued Listing Requirements

Exhibit 99.1 Cuentas Deemed Compliant With All NASDAQ Continued Listing Requirements Company Regains Compliance with NASDAQ Minimum Bid Requirement MIAMI, FL / ACCESSWIRE / April 18, 2023 / Cuentas, Inc. (NASDAQ:CUEN)(NASDAQ:CUENW) (“Cuentas” or the “Company”), an innovative, leading technology company, today announced that the Company has received formal notification from the NASDAQ Hearings Pane

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): April 13, 2023 Cuentas, Inc. (Exa

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): April 13, 2023 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 incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-148987 CUENTAS, INC. (Exact name of Registrant as specified in its c

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 24, 2023 Cuentas, Inc. (Exa

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 24, 2023 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 incorpora

Certificate of Amendment to the Amended and Restated Articles of Incorporation, filed on March 23, 2023.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CUENTAS INC. Cuentas Inc. (the “Corporation”), a corporation duly organized and existing under the Business Corporation Act of the State of Florida (the “FBCA”), does hereby certify that: 1. The name of the Corporation is: Cuentas Inc. 2. The board of directors of the Corporation (the “Board”) duly ado

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): February 23, 2023 Cuentas Inc. (E

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): February 23, 2023 Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 001-39973 20-3537265 (State or other jurisdiction of incorporation or organization) (Comm

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): February 15, 2023 (February 15, 2

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): February 15, 2023 (February 15, 2023) Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 001-39973 20-3537265 (State or other jurisdiction of incorporation or

Letter of Halperin to the SEC dated February 15, 2023

Exhibit 16.1 February 15, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Cuentas, Inc. (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to a Current Report on Form 8-K of Cuentas, Inc. dated February 15, 2023. We agree with the statements concerning our firm c

Form of Pre-Funded Warrant

EX-4.1 2 ea172899ex4-1cuentasinc.htm FORM OF PRE-FUNDED WARRANT Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT Cuentas Inc. Warrant Shares: Issue Date:, 2023 Initial Exercise Date: , 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the

Cuentas Inc. 2,123,478 Shares of Common Stock, Pre-Funded Warrants to Purchase 1,664,401 Shares of Common Stock and 1,664,401 Shares of Common Stock issuable upon exercise of the Pre-Funded Warrants

Filed pursuant to Rule 424(b)(5) Registration No. 333-262727 PROSPECTUS SUPPLEMENT (To Prospectus dated September 22, 2022) Cuentas Inc. 2,123,478 Shares of Common Stock, Pre-Funded Warrants to Purchase 1,664,401 Shares of Common Stock and 1,664,401 Shares of Common Stock issuable upon exercise of the Pre-Funded Warrants We are offering 2,123,478 shares of our common stock, par value $0.001 per sh

Form of Securities Purchase Agreement

EX-10.1 6 ea172899ex10-1cuentasinc.htm FORM OF SECURITIES PURCHASE AGREEMENT Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 6, 2023, between Cuentas Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectiv

Form of Placement Agent Warrant

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

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): February 6, 2023 Cuentas Inc. (Ex

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): February 6, 2023 Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 001-39973 20-3537265 (State or other jurisdiction of incorporation or organization) (Commi

Form of Purchase Warrant

EX-4.2 3 ea172899ex4-2cuentasinc.htm FORM OF PURCHASE WARRANT Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY

Membership Interest Purchase Agreement (MIPA)

Exhibit 10.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of February 2, 2023 (the “Effective Date”), is entered into between Core Development Holdings Corporation, a Florida corporation (“Seller”) and Cuentas Inc., a Florida corporation (“Buyer”). Seller and Buyer may each be referred to in this Agreement as a “Party” and collecti

Amendment to Binding Letter of Intent

EX-10.3 4 ea172684ex10-3cuentasinc.htm AMENDMENT TO BINDING LETTER OF INTENT Exhibit 10.3 AMENDMENT TO BINDING LETTER OF INTENT THIS AMENDMENT TO BINDING LETTER OF INTENT (the “Amendment”) entered into February 2, 2023, sets forth certain binding understandings and certain binding covenants between Cuentas Inc. (“Buyer”) and Core Development Holdings Corporation (“Seller”), Buyer and Seller indivi

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): February 3, 2023 (February 2, 202

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): February 3, 2023 (February 2, 2023) Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 001-39973 20-3537265 (State or other jurisdiction of incorporation or o

Assignment and Assumption of Membership Interests

Exhibit 10.2 Assignment and Assumption of Membership Interests THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of February 2, 2023, by and between Core Development Holdings Corporation, a Florida corporation (“Assignor”), and Cuentas Inc., a Florida corporation (“Assignee”). WHEREAS, Assignor is the owner of a 29.3% membership interest in 4280 Lakewood Road Manager L

Limited Guaranty Agreement

Exhibit 10.4 LIMITED GUARANTY This Limited Guaranty Agreement (this “Agreement”), dated as of February 2, 2023 (the “Effective Date”), is entered into between Core Development Holdings Corporation, a Florida corporation (“Seller” or “Guarantor”) and Cuentas Inc., a Florida corporation (“Buyer”). Seller and Buyer may each be referred to in this Agreement as a “Party” and collectively as the “Partie

Binding Letter of Intent with Core Development Holdings Corporation (“Core”)

EX-10.1 2 ea171354ex10-1cuentasinc.htm BINDING LETTER OF INTENT Exhibit 10.1 BINDING LETTER OF INTENT THIS BINDING LETTER OF INTENT (the “Agreement”) entered into December 30, 2022, sets forth certain binding understandings and certain binding covenants between Cuentas Inc. (“Buyer”) and Core Development Holdings Corporation (“Seller”), Buyer and Seller individually maybe referred to as a “Party”

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): January 6, 2023 (January 5, 2023)

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): January 6, 2023 (January 5, 2023) Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 001-39973 20-3537265 (State or other jurisdiction of incorporation or org

Calculation of Filing Fee Table Form S-8 (Filed herewith)

EX-FILING FEES 4 ea169558ex-feecuentas.htm FILING FEE TABLE Exhibit 107 CALCULATION OF FILING FEE TABLE FORM S-8 (Form type) Cuentas, Inc. (Exact name of Registrant as specified in its charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Maximum Aggregate Offering Price (2) Fee Rate

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

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): December 26, 2022 CUENTAS, INC. (Exact name of registrant as specified in its charter) Florida 001-39973 20-3537265 (State or other jurisdiction of incorporation) (Commission File Num

As filed with the Securities and Exchange Commission on December 30, 2022

As filed with the Securities and Exchange Commission on December 30, 2022 Registration No.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): December 20, 2022 Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 001-39973 20-3537265 (State or other jurisdiction of incorporation or organization) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Solicitation Material Pursuant to Rule 14a-11(c) or rule 14a-12 Cuentas Inc.

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): November 15, 2022 (November 9, 20

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): November 15, 2022 (November 9, 2022) Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 001-39973 20-3537265 (State or other jurisdiction of incorporation or

Marketing Agreement

Exhibit 10.4 Marketing Agreement This Marketing Agreement (this “Agreement”), dated as of August 31, 2022 (the “Effective Date”), is by and between Cuentas, Inc. (“Cuentas”), a Florida corporation with offices located at 235 Lincoln Road, Suite 210, Miami Beach, Florida 33139 and LSI Group S.A., a Guatemalan corporation with offices located at 16 Calle 31-90 zona 7 Villa Linda 2, Guatemala, Guatem

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE THREE MONTH PERIOD ENDED: SEPTEMBER 30, 2022 ☐ TRA

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE THREE MONTH PERIOD ENDED: SEPTEMBER 30, 2022 ☐ 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.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): November 2, 2022 Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 001-39973 20-3537265 (State or other jurisdiction of incorporation or organization) (Commi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): October 6, 2022 (September 30, 2022) Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 001-39973 20-3537265 (State or other jurisdiction of incorporation or

Cuentas, Inc. 235 Lincoln Rd., Suite 210 Miami Beach, FL 33139 September 20, 2022

Cuentas, Inc. 235 Lincoln Rd., Suite 210 Miami Beach, FL 33139 September 20, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services100 F Street, N.E. Washington, DC 20549 Attn: Cara Wirth Re: Cuentas, Inc. Registration Statement on Form S-3 Filed September 2, 2022, as amended File No. 333-262727 Dear Ms. Wirth: Pursuant to Rule 461 under t

As filed with the Securities and Exchange Commission on September 2, 2022

As filed with the Securities and Exchange Commission on September 2, 2022 Registration No.

As filed with the Securities and Exchange Commission on September 2, 2022

As filed with the Securities and Exchange Commission on September 2, 2022 Registration No.

Filing Fees Exhibit*

EX-FILING FEES 4 ea165231ex-feecuentasinc.htm FILING FEE TABLE Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Cuentas Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Type(1) Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price

Cuentas Inc. 235 Lincoln Rd., Suite 210 Miami Beach, FL 33139

Cuentas Inc. 235 Lincoln Rd., Suite 210 Miami Beach, FL 33139 VIA EDGAR September 2, 2022 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D.C. 20549 Attn: Cara Wirth Re: Cuentas Inc. Amendment No. 1 to Registration Statement on Form S-3 Filed July 1, 2022 File No. 333-262727 Dear Ms. Wirth: Cuentas Inc. (the ?Company,? ?

Software licensing and transaction sharing agreement -Redacted

Exhibit 10.1 SOFTWARE LICENSING AND TRANSACTION SHARING AGREEMENT THIS AGREEMENT (?Agreement?), dated as of August 22, 2022 (the ?Effective Date?), is made by and between The OLB Group, Inc., a Delaware corporation (collectively, with its subsidiaries, ?OLB?), and Cuentas Inc., a Florida corporation (collectively, with its subsidiaries ?Cuentas?). RECITALS WHEREAS, OLB, through its wholly-owned su

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 26, 2022 (August 22, 2022) Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 001-39973 20-3537265 (State or other jurisdiction of incorporation or org

Independent sales organization processing agreement – redacted

Exhibit 10.2 INDEPENDENT SALES ORGANIZATION PROCESSING AGREEMENT This Independent Sales Organization Processing Agreement (?Agreement?) is entered into this 22nd day of August, 2022 (?Effective Date?), by and between eVance, Inc., a wholly owned subsidiary of The OLB Group, Inc., with its principal place of business at 960 North Point Parkway, Suite 400, Alpharetta, Georgia, 30005 (?OLB? or ?eVanc

Cuentas Announces Co-Founders Arik Maimon & Michael De Prado to Serve as Company’s Interim CEO and Interim President Respectively at No Additional Cost to the Company.

Exhibit 99.1 Cuentas Announces Co-Founders Arik Maimon & Michael De Prado to Serve as Company?s Interim CEO and Interim President Respectively at No Additional Cost to the Company. The Company Board of Directors Approved Establishment of a Search Committee For a Permanent Qualified Veteran CEO With Proven Track Record. MIAMI BEACH, FL / August 23, 2022 - Cuentas, Inc. (Nasdaq: CUEN & CUENW) ("Cuen

Separation Agreement, dated as of August 18, 2022, by and between Cuentas, Inc. and Jeffery D. Johnson

Exhibit 10.1 SEPARATION OF EMPLOYMENT AGREEMENT August 18, 2022 Via hand-delivery Mr. Jeff Johnson Re: Separation of Employment Agreement and related agreements and mutual general release between Mr. Johnson and Cuentas, Inc. Dear Mr. Johnson: This letter agreement (the "Agreement") sets forth the terms and conditions of the agreement between you and Cuentas, Inc. (the "Company") regarding the can

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 24, 2022 (August 18, 2022) Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 001-39973 20-3537265 (State or other jurisdiction of incorporation or org

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE THREE MONTH PERIOD ENDED: JUNE 30, 2022 ☐ TRANSITI

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE THREE MONTH PERIOD ENDED: JUNE 30, 2022 ? 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.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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 4, 2022 Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 001-39973 20-3537265 (State or other jurisdiction of incorporation or organization) (Commiss

Form of Common Stock Warrant

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Cuentas Announces $3 Million Private Placement Priced At-the-Market Under Nasdaq Rules

Exhibit 99.1 Cuentas Announces $3 Million Private Placement Priced At-the-Market Under Nasdaq Rules Miami Beach, FL, August 4, 2022 (GLOBE NEWSWIRE) - Cuentas, Inc. (Nasdaq: CUEN & CUENW) (?Cuentas?), a leading fintech provider of mobile financial app and payment solutions, announced today that it has entered into a securities purchase agreement with a single institutional investor to purchase 4,2

Cuentas Announces Closing of $3 Million Private Placement Priced At-the-Market Under Nasdaq Rules

Exhibit 99.2 Cuentas Announces Closing of $3 Million Private Placement Priced At-the-Market Under Nasdaq Rules Miami Beach, FL, August 8, 2022 (GLOBE NEWSWIRE) - Cuentas, Inc. (Nasdaq: CUEN & CUENW) (?Cuentas?), a leading fintech provider of mobile financial app and payment solutions, announced today the closing of its previously announced private placement with a single institutional investor to

Form of Pre-Funded Warrant

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Registration Rights Agreement dated August 4, 2022 between the Company and the Purchaser

Exhibit 10.2 EXHIBIT A REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of August 4, 2022, by and between Cuentas Inc., a Florida corporation (the ?Company?), and each of the several purchasers signatory hereto (each such purchaser, a ?Purchaser? and, collectively, the ?Purchasers?). This Agreement is made pursuant to the Securities Pu

Form of Placement Agent Warrant

EX-4.3 4 ea163985ex4-3cuentas.htm FORM OF PLACEMENT AGENT WARRANT Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,

Form of Engagement Agreement dated August 3, 2022 between the Company and the Placement Agent.

Exhibit 10.3 Execution Version August 3, 2022 STRICTLY CONFIDENTIAL Cuentas Inc. 235 Lincoln Rd., Suite 210 Miami Beach, Florida 33139 Attn: Jeffery D. Johnson, Chief Executive Officer Dear Mr. Johnson: This letter agreement (this ?Agreement?) constitutes the agreement between Cuentas Inc. (the ?Company?) and H.C. Wainwright & Co., LLC (?Wainwright?), that Wainwright shall serve as the exclusive u

Form of Securities Purchase Agreement dated August 4, 2022 between the Company and the Purchaser

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of August 4, 2022, between Cuentas Inc., a Florida corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHEREAS, subject to the terms and conditions set forth i

Financial Statements and Exhibits, Termination of a Material Definitive Agreement

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 4, 2022 (August 2, 2022) Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 001-39973 20-3537265 (State or other jurisdiction of incorporation or organ

Settlement Agreement and General Release

Exhibit 10.1 SETTLEMENT AGREEMENT AND GENERAL RELEASE This Settlement Agreement and General Release (?Settlement Agreement?) is made and entered into by and between CIMA Telecom, Inc., a Florida corporation (?CIMA Telecom?), two of CIMA?s wholly-owned subsidiaries, Knetik, Inc., a Delaware corporation (?Knetik?) and Auris, LLC, a Florida limited liability company (?Auris? and, with CIMA and Knetik

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): July 29, 2022 (July 25, 2022) 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. Empl

Resignation letter of Mr. Edward Maldonado, Dated July 25, 2022.

Exhibit 10.1 Dated: Monday, July 25, 2022 Miami, Florida Sent via Email TO: Cuentas, Inc. (the ?Company?) 235 Lincoln Rd., Suite 210, Miami Beach, FL 33139 Attn: Arik Maimon, Executive Chairman of Board of Directors And Esteemed Board of Directors In RE: Notice of Immediate Resignation from Board of Directors, Edward A. Maldonado (Director) Dear Mr. Executive Chairman and Board: I have met with sh

Financial Statements and Exhibits, Other Events

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): July 8, 2022 Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 001-39973 20-3537265 (State or other jurisdiction of incorporation or organization) (Commissio

As filed with the Securities and Exchange Commission on July 1, 2022

As filed with the Securities and Exchange Commission on July 1, 2022 Registration No.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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 21, 2022 Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 001-39973 20-3537265 (State or other jurisdiction of incorporation or organization) (Commissi

Financial Statements and Exhibits, Other Events

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 14, 2022 Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 001-39973 20-3537265 (State or other jurisdiction of incorporation or organization) (Commissi

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 3, 2022 (May 27, 2022) Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 001-39973 20-3537265 (State or other jurisdiction of incorporation or organizat

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): May 20, 2022 (May 17, 2022) 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. Employ

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE THREE MONTH PERIOD ENDED: MARCH 31, 2022 ☐ TRANSIT

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE THREE MONTH PERIOD ENDED: MARCH 31, 2022 ? 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.

Second & First Amendments to binding letter of intent

Exhibit 10.1 SECOND & FIRST AMENDMENTS TO BINDING LETTER OF INTENT SECOND AMENDMENT TO BINDING LETTER OF INTENT THIS SECOND AMENDMENT TO BINDING LETTER OF INTENT (the ?Second Amendment?) is entered into April 27, 2022, SDI Black 011, LLC, a New York limited liability company located at 1091 Yonkers Avenue, Yonkers, New York 10704 (hereinafter collectively ?Seller?), and Sahedabanu Sohel Kapadiai a

Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): May 3, 2022 (April 27, 2022) Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 001-39973 20-3537265 (State or other jurisdiction of incorporation or organiza

BINDING LETTER OF INTENT

Exhibit 10.2 BINDING LETTER OF INTENT THIS BINDING LETTER OF INTENT (the ? Agreement ?) entered into December , 2021, sets forth certain binding understandings and certain binding covenants with respect to the purchase of the assets of Mango Tel LLC, a Wyoming limited liability company, owned by Fisk Holdings, LLC, a New York limited liability company located at 1091 Yonkers Avenue, Yonkers, New Y

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 001-39973 229794201 229794110 CUSIP NUMBER (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: December 31, 2021 ? Tran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-148987 CUENTAS, INC. (Exact name of Registrant as specified in its c

Unanimous Written Consent of the Board of Directors in Lieu of a Meeting of the Board of Directors of CUENTAS INC. February 14, 2022

Exhibit 10 A Unanimous Written Consent of the Board of Directors in Lieu of a Meeting of the Board of Directors of CUENTAS INC.

Form of Indenture*

Exhibit 4.4 CUENTAS INC., as ISSUER and [ ], as INDENTURE TRUSTEE INDENTURE Dated as of [ ] TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Definitions 1 Section 1.02 Other Definitions 4 Section 1.03 Incorporation by Reference of Trust Indenture Act 4 Section 1.04 Rules of Construction 5 ARTICLE II THE SECURITIES 5 Section 2.01 Issuable in Series 5 Sectio

Power of Attorney (included in Part II of this Registration Statement)*

As filed with the Securities and Exchange Commission on February 14, 2022 Registration No.

Filing Fee Table*

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Cuentas Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Type(1) Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Fo

Employment Agreement, dated as of February 2, 2022, by and between Cuentas, Inc. and Anthony H. Meadows

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is made this 2nd day of February, 2022, by and between Anthony H. Meadows (?Employee?) and Cuentas Inc. (?Cuentas? or ?Company?) (collectively, the ?Parties?). WHEREAS, the Company desires to employ Employee, and Employee desires to be employed by the Company under the terms and conditions of this Agreement; NOW THEREFORE, i

Financial Statements and Exhibits

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): February 8, 2022 (February 2, 2022) 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

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): January 11, 2022 (January 5, 2022) Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 001-39973 20-3537265 (State or other jurisdiction of incorporation or or

Binding letter of intent

Exhibit 10.1 BINDING LETTER OF INTENT THIS BINDING LETTER OF INTENT (the ?Agreement?) entered into December , 2021, sets forth certain binding understandings and certain binding covenants with respect to the purchase of the assets of Mango Tel LLC, a Wyoming limited liability company, owned by Fisk Holdings, LLC, a New York limited liability company located at 1091 Yonkers Avenue, Yonkers, New Yor

Submission of Matters to a Vote of Security Holders, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): December 21, 2021 (December 15, 2021) Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 001-39973 20-3537265 (State or other jurisdiction of (Commission File

proxy statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Solicitation Material Pursuant to Rule 14a-11(c) or rule 14a-12 Cuentas Inc.

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE THREE MONTH PERIOD ENDED: SEPTEMEBR 30, 2021 ☐ TRA

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE THREE MONTH PERIOD ENDED: SEPTEMEBR 30, 2021 ? 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.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): November 9, 2021 (November 3, 2021) 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

Prepaid Card Program Management Agreement, dated October 29, 2021*

Exhibit 10.1 CONFIDENTIAL AND PROPRIETARY PREPAID CARD PROGRAM MANAGEMENT AGREEMENT October 29, 2021 TABLE OF CONTENTS ARTICLE I. ? RULES OF INTERPRETATION; DEFINITIONS 1 1.1. Certain Interpretive Matters 1 1.2. Definitions 2 ARTICLE II. ? PURPOSE; MANAGER?S ROLE; INCORPORATION OF AND COMPLIANCE WITH PROGRAM DOCUMENTS 10 2.1. Purpose 10 2.2. Manager?s Role 10 2.3. Operating Regulations 10 2.4. Gen

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): November 4, 2021 (October 29, 2021) Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 001-39973 20-3537265 (State or other jurisdiction of incorporation or o

Employment Agreement, dated as of August 25, 2021, by and between Cuentas, Inc. and Jeffery D. Johnson

Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of August 25, 2021, by and between CUENTAS, INC., a Florida Corporation (the ?Company?) and JEFF JOHNSON (the ?Executive?) (each a ?Party? and collectively the ?Parties?). WHEREAS, the Company desires to obtain the benefit of the experience and services of the Executive in connection with the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 31, 2021 (August 25, 2021) 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.

Cuentas Inc names Industry Veteran Jeffery D. Johnson as Chief Executive Officer Co-Founder Arik Maimon Remains Executive Chairman of the Board

EX-99.1 5 ea146669ex99-1cuentasinc.htm PRESS RELEASE REGARDING EMPLOYMENT AGREEMENT, DATED AS OF AUGUST 25, 2021, BY AND BETWEEN CUENTAS, INC. AND JEFFERY D. JOHNSON Exhibit 99.1 Cuentas Inc names Industry Veteran Jeffery D. Johnson as Chief Executive Officer Co-Founder Arik Maimon Remains Executive Chairman of the Board MIAMI/ August 30, 2021 / Cuentas, Inc. (NASDAQ:CUEN)(NASDAQ:CUENW) ('Cuentas'

Founder/Executive Chairman Compensation Agreement, dated as of August 26, 2021, by and between Cuentas, Inc. and Shalom Arik Maimon

Exhibit 10.2 FOUNDER/EXECUTIVE CHAIRMAN COMPENSATION AGREEMENT This FOUNDER/EXECUTIVE CHAIRMAN COMPENSATION AGREEMENT (this ?Agreement?) is made and entered into as of August 26, 2021 (the ?Effective Date?), by and between CUENTAS, INC., a Florida Corporation (the ?Company?) and SHALOM ARIK MAIMON (the ?Executive?) (each a ?Party? and collectively the ?Parties?). WHEREAS, the Company and the Execu

Founder/Executive Vice-Chairman Compensation Agreement, dated as of August 26, 2021, by and between Cuentas, Inc. and Michael De Prado

Exhibit 10.3 FOUNDER/EXECUTIVE VICE-CHAIRMAN COMPENSATION AGREEMENT This FOUNDER/EXECUTIVE VICE-CHAIRMAN COMPENSATION AGREEMENT (this ?Agreement?) is made and entered into as of August 26, 2021 (the ?Effective Date?), by and between CUENTAS, INC., a Florida Corporation (the ?Company?) and MICHAEL DE PRADO (the ?Executive?) (each a ?Party? and collectively the ?Parties?). WHEREAS, the Company and t

2021 Share Incentive Plan

EX-10.5 4 f10q0621ex10-5cuentasinc.htm 2021 SHARE INCENTIVE PLAN Exhibit 10.5 CUENTAS INC. 2021 SHARE INCENTIVE PLAN 1. Purpose. The Cuentas Inc. 2021 Share Incentive Plan (the “Plan”) is intended to provide incentives which will attract, retain and motivate highly competent persons as officers, employees and non-employee directors (“Director Participants”), of, and consultants to, Cuestas Inc. (t

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE THREE MONTH PERIOD ENDED: JUNE 30, 2021 ☐ TRANSITI

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE THREE MONTH PERIOD ENDED: JUNE 30, 2021 ☐ 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.

Ran Daniel Employment Agreement, dated as of November 28, 2018

EX-10.3 2 f10q0621ex10-3cuentasinc.htm RAN DANIEL EMPLOYMENT AGREEMENT, DATED AS OF NOVEMBER 28, 2018 Exhibit 10.3

Amendment to Ran Daniel Employment Agreement, dated August 5, 2021

Exhibit 10.4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 ea146059-nt10qcuentasinc.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-39973 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form10-Q ☐ Form 10-D ☐ Form N CEN ☐ Form N-CSR For Period Ended: June 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form

Cuentas and Benelisha Group Inc. Sign a 3 year Marketing and Promotion Agreement With milestones up to 50,000 new accounts.

Exhibit 99.1 Cuentas and Benelisha Group Inc. Sign a 3 year Marketing and Promotion Agreement With milestones up to 50,000 new accounts. MIAMI, FL / ACCESSWIRE / August 4, 2021 / Cuentas, Inc. (Nasdaq: CUEN & CUENW) ("Cuentas"), a leading FinTech provider of mobile banking, digital wallet and payment solutions focused on Hispanic and Latino communities signed a Marketing and Promotion Agreement wi

Definitive Marketing and Promotion Agreement with the Belisha Group

Exhibit 10.1 MARKETING AND PROMOTION AGREEMENT This Marketing and Promotion Agreement (this ?Agreement?) is made August 4, 2021 (the ?Effective Date?), by and between Cuentas, Inc. (?Cuentas?), a corporation organized under the laws of the State of Florida, USA, having its principal office at 235 Lincoln Rd., Suite 210, Miami Beach, Florida 33139, and Benelisha Group, Inc. (?Benelisha?), a corpora

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 5, 2021 (August 4, 2021) Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 001-39973 20-3537265 (State or other jurisdiction of incorporation or organ

1

EX-99.1 3 ea144863ex99-1cuentas.htm CUENTAS AND WAVEMAX SIGN AN EXCLUSIVE AND DEFINITIVE JV AGREEMENT FOR 1,000 LOCATIONS TO OFFER ADVERTISING ON WIFI6 NEXT GENERATION PATENTED TECHNOLOGY IN CUENTAS BODEGAS NETWORK THROUGHOUT THE USA. Exhibit 99.1 Cuentas and WaveMax Sign an Exclusive and Definitive JV agreement for 1,000 locations to offer Advertising on WiFi6 Next Generation Patented Technology

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): July 27, 2021 (July 21, 2021) Cue

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): July 27, 2021 (July 21, 2021) Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 001-39973 20-3537265 (State or other jurisdiction of incorporation or organiz

DEFINITIVE JOINT-VENTURE AGREEMENT

Exhibit 10.1 DEFINITIVE JOINT-VENTURE AGREEMENT This Definitive Joint-Venture Agreement (this ?Agreement?) is made July 21, 2021 (the ?Effective Date?), by and among Cuentas, Inc. (?Cuentas?), a corporation organized under the laws of the State of Florida, USA, having its principal office at 235 Lincoln Rd., Suite 210, Miami Beach, Florida 33139, and WaveMAX Corporation (?WaveMAX?), a corporation

Amendment to Convertible Promissory Note and Payoff Agreement

EX-10.1 2 f10q0321ex10-1cuentasinc.htm AMENDMENT TO CONVERTIBLE PROMISSORY NOTE AND PAYOFF AGREEMENT Exhibit 10.1 Amendment to Convertible Promissory Note AND PAYOFF AGREEMENT This AMENDMENT TO CONVERTIBLE PROMISSORY NOTE AND PAYOFF AGREEMENT (this “Amendment”) is dated April , 2021 (the “Effective Date”), and is by and between Cuentas Inc., a Florida corporation (the “Company”), and Ari Ghershony

Quarterly Report - QUARTERLY REPORT

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE THREE MONTH PERIOD ENDED: MARCH 31, 2021 ? 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: 333-148987 CUENTAS, INC.

Annual Report - ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39973 CUENTAS, INC. (Exact name of Registrant as specified in its ch

Convertible Promissory Note, dated November 21, 2020, issued by Cuentas Inc. to Arie Gershonie

Exhibit 10.7 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE CO

Amended and Restated Bylaws, dated August 21, 2020.

EX-3.4 2 f10k2020ex3-4cuentas.htm AMENDED AND RESTATED BYLAWS, DATED AUGUST 21, 2020 Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF CUENTAS INC. December 30, 2020 ARTICLE I SHAREHOLDERS SECTION 1. Place of Holding Meeting. Meetings of shareholders may be held at such place within or without the State of Florida as may be determined by the Board of Directors. SECTION 2. Quorum. Any number of shareholde

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): February 24, 2021 Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 001-39973 20-3537265 (State or other jurisdiction of incorporation) (Commission File Numb

Cuentas Inc.

Filed Pursuant to Rule 424(b)(3) Registration File Nos. 333-249690 333-252642 PROSPECTUS SUPPLEMENT NO. 1 TO PROSPECTUS DATED FEBRUARY 1, 2021 Cuentas Inc. This Prospectus Supplement No. 1 supplements information contained in our prospectus dated February 1, 2021, and includes the attached Current Report on Form 8-K as filed with the Securities and Exchange Commission on March 2, 2021. The prospec

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): February 9, 2021 (February 4, 2021) Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 001-39973 20-3537265 (State or other jurisdiction of incorporation) (Co

Warrant Agency Agreement, dated February 4, 2021, by and between the Company and Olde Monmouth Stock Transfer Co., Inc.

EX-10.1 5 ea134756ex10-1cuentasinc.htm WARRANT AGENCY AGREEMENT, DATED FEBRUARY 4, 2021, BY AND BETWEEN THE COMPANY AND OLDE MONMOUTH STOCK TRANSFER CO., INC. Exhibit 10.1 CUENTAS, INC. and OLDE MONMOUTH STOCK TRANSFER CO., INC., as Warrant Agent Warrant Agency Agreement Dated as of February 1, 2021 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of February 1, 2021 (“Agreement”), betw

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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): February 5, 2021 (February 1, 2021) Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 001-39973 20-3537265 (State or other jurisdiction of incorporation) (Co

Cuentas, Inc. Announces Pricing of Its Upsized $12.0 Million Public Offering and Uplisting to Nasdaq

EX-99.1 6 ea134756ex99-1cuentasinc.htm PRESS RELEASE, DATED FEBRUARY 1, 2021 Exhibit 99.1 Cuentas, Inc. Announces Pricing of Its Upsized $12.0 Million Public Offering and Uplisting to Nasdaq MIAMI, FL / ACCESSWIRE / February 1, 2021 / Cuentas, Inc. (OTCQB: CUEN), (“Cuentas”, “CUEN” or “the Company”), a leading FinTech provider of mobile banking and payment solutions focusing on Latino and Hispanic

Underwriter’s Warrant, dated February 4, 2021.

Exhibit 4.1 Representative’s Warrant COMMON STOCK PURCHASE WARRANT CUENTAS, INC. Warrant Shares: 223,256 Original Issuance Date: February 4, 2021 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Maxim Partners LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at an

Underwriting Agreement, dated February 1, 2021, by and between the Company and Maxim Group LLC, as representative of the several underwriters.

EX-1.1 2 ea134756ex1-1cuentasinc.htm UNDERWRITING AGREEMENT, DATED FEBRUARY 1, 2021, BY AND BETWEEN THE COMPANY AND MAXIM GROUP LLC, AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS Exhibit 1.1 CUENTAS, INC. UNDERWRITING AGREEMENT February 1, 2020 MAXIM GROUP LLC 405 Lexington Avenue New York, NY 10174 As Representative of the Underwriters named on Schedule I hereto Ladies and Gentlemen: The undersig

Cuentas, Inc. Announces Closing of Its Upsized $12.0 Million Public Offering and Uplisting to Nasdaq

Exhibit 99.2 Cuentas, Inc. Announces Closing of Its Upsized $12.0 Million Public Offering and Uplisting to Nasdaq MIAMI, FL / ACCESSWIRE / February 4, 2021 / Cuentas, Inc. (NasdaqCM: CUEN, CUENW), (“Cuentas” or “the Company”), a leading FinTech provider of mobile banking and payment solutions focusing on Latino and Hispanic consumers, today announced the closing of its previously announced upsized

Articles of Amendment to Amended and Restated Articles of Incorporation, filed on January 28, 2021.

EX-3.1 3 ea134756ex3-1cuentasinc.htm ARTICLES OF AMENDMENT TO ARTICLES OF ASSOCIATION Exhibit 3.1 2 3 4 5 6

Cuentas Inc. 2,790,697 Units

Filed Pursuant to Rule 424(b)(4) Registration File Nos. 333-249690 333-252642 Cuentas Inc. 2,790,697 Units This is a public offering of units of Cuentas Inc. We are offering 2,790,697 units at an offering price of $4.30 per unit (after giving effect to a reverse stock split at a ratio of 1-for-2.5 as described elsewhere herein), with each unit consisting of one (1) share of our common stock, par v

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Cuentas Inc. (Exact Name of Registrant as Specified in Its Charter) Florida 20-3537265 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 19 W. Flagler Street, Suite 90

- REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on February 1, 2021 Registration No.

-

Cuentas Inc. 19 W. Flagler Street, Suite 902 Miami, FL 33130 January 29, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D.C. 20549 Attn: Mr. Anderegg Re: Cuentas Inc. Registration Statement on Form S-1, as amended Filed October 28, 2020 File No. 333-249690 Dear Mr. Anderegg: Pursuant to Rule 461 under t

-

January 29, 2021 Securities and Exchange Commission 100 F. Street, NE Washington, D.C. 20549 Re: Cuentas Inc. Registration Statement on Form S-1 File No. 333-249690 VIA EDGAR Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group LLC, as representative of the underwrite

- AMENDMENT NO. 3 TO FORM S-1

As filed with the Securities and Exchange Commission on January 13, 2021. Registration Statement No. 333-249690 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 5140 20-3537265 (State or jurisdiction of incorporation

Power of Attorney (included on signature page to the initial filing of this Registration Statement)

As filed with the Securities and Exchange Commission on December 30, 2020. Registration Statement No. 333-249690 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 5140 20-3537265 (State or jurisdiction of incorporation

- AMENDMENT NO. 1 TO FORM S-1

As filed with the Securities and Exchange Commission on December 17, 2020. Registration Statement No. 333-249690 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 5140 20-3537265 (State or jurisdiction of incorporation

Western Union North America Agency Agreement, by and between Western Union Financial Services, Inc. and Cuentas, Inc., dated as of December 8, 2020.

Exhibit 10.20 WESTERN UNION NORTH AMERICA AGENCY AGREEMENT (ABMT Services) This Agency Agreement (this “Agreement”) is entered into by Western Union Financial Services, Inc., a Colorado corporation (“Western Union” or “WUNA”) and the undersigned Agent. Agent and WUNA agree as follows: 1 Definitions. Capitalized terms used herein shall have the meanings given to such terms as set forth in this Sect

Form of the Representative’s Warrant

Exhibit 4.1 ANNEX IV Form of Representative’s Warrant COMMON STOCK PURCHASE WARRANT CUENTAS, INC. Warrant Shares: [ ] Original Issuance Date: [ ], 2020 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Maxim Partners LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth,

Consent of David B. Schottenstein

EX-99.2 12 ea131720ex99-2cuentasinc.htm CONSENT OF DAVID B. SCHOTTENSTEIN Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Cuentas Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being

Western Union North America Agency Agreement, by and between Western Union Financial Services, Inc. and Cuentas, Inc., dated as of December 8, 2020.

EX-10.1 2 ea131796ex10-1cuentas.htm WESTERNUNION NORTH AMERICA AGENCY AGREEMENT, DATED AS OF DECEMBER 8, 2020, BY AND BETWEEN CUENTASINC. AND WESTERN UNION FINANCIAL SERVICES, INC Exhibit 10.1 WESTERN UNION NORTH AMERICA AGENCY AGREEMENT (ABMT Services) This Agency Agreement (this “Agreement”) is entered into by Western Union Financial Services, Inc., a Colorado corporation (“Western Union” or “WU

InComm Processing Services Agreement

Exhibit 10.3 PROCESSING SERVICES AGREEMENT This Processing Services Agreement (“Agreement”), effective July 23, 2019 (the “Effective Date”), is entered into by and between Cuentas, Inc., a Florida corporation (“Company”) and Interactive Communications International, Inc., a Florida corporation (“InComm”) (each of Company and InComm, a “Party” and collectively, the “Parties”). WHEREAS, Company is e

Form of Warrant Agency Agreement

Exhibit 4.2 CUENTAS, INC. and OLDE MONMOUTH STOCK TRANSFER CO., INC., as Warrant Agent Warrant Agency Agreement Dated as of 2020 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of , 2020 (“Agreement”), between Cuentas, Inc., a corporation organized under the laws of the State of Florida (the “Company”), and Olde Monmouth Stock Transfer Co., Inc., a corporation organized under the laws

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 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): December 17, 2020 (December 8, 2020) Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 333-148987 20-3537265 (State or other jurisdiction of incorporation or

Form of Investor Warrant

Exhibit 4.3 COMMON STOCK PURCHASE WARRANT CUENTAS, INC. Warrant Shares: [] Initial Exercise Date: , 2020 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Da

Consent of Jeff Lewis

Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Cuentas Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Cuentas Inc. in the Regis

Form of the Underwriting Agreement

Exhibit 1.1 CUENTAS, INC. UNDERWRITING AGREEMENT , 2020 MAXIM GROUP LLC 405 Lexington Avenue New York, NY 10174 As Representative of the Underwriters named on Schedule I hereto Ladies and Gentlemen: The undersigned, Cuentas, Inc., a Florida corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named i

Bill Payment Processing And Prepayment Of Accounts Agency Agreement by and between Corporación en Investigación Tecnológica e Informática, S.A.P.I. de C.V and Cuentas, Inc., dated as of November 27, 2020 incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on December 15, 2020.

Exhibit 10.1 EXECUTION VERSION BILLPAYMENT PROCESSING AND PREPAYMENT OF ACCOUNTS AGENCY AGREEMENT This Agency Agreement (the “Agreement”) is made and entered into this November 27, 2020 (the “Effective Date”) by and between, on one hand by Cuentas, Inc. (“CUENTAS”) and, on the other hand Corporación en Investigación Tecnológica e Informática, S.A.P.I. de C.V. (“Master Agent” or “Agent”), may each

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 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): December 11, 2020 (November 27, 2020) Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 333-148987 20-3537265 (State or other jurisdiction of incorporation o

- DEFINITIVE INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (RULE 14c-101) INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ☐ Preliminary Information Statement ☒ Definitive Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) CUENTAS, INC. (Name of Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (RULE 14c-101) INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (RULE 14c-101) INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ? Preliminary Information Statement ? Definitive Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) CUENTAS, INC. (Name of Registrant

Securities Purchase Agreement and to the $605,000 Promissory Note, dated September 15, 2020, by and between the Company and Labrys Fund, LP.

EX-10.4 3 f10q0920ex10-4cuentasinc.htm SECURITIES PURCHASE AGREEMENT AND TO THE $605,000 PROMISSORY NOTE, DATED SEPTEMBER 15, 2020, BY AND BETWEEN THE COMPANY AND LABRYS FUND, LP Exhibit 10.4 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 16, 2020, by and between CUENTAS INC., a Florida corporation, with headquarters located at 19 W. Flagl

$605,000 Promissory Note, dated September 15, 2020, issued by the Company to Labrys Fund, LP.

EX-10.3 2 f10q0920ex10-3cuentasinc.htm $605,000 PROMISSORY NOTE, DATED SEPTEMBER 15, 2020, ISSUED BY THE COMPANY TO LABRYS FUND, LP Exhibit 10.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECU

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE NINE-MONTH PERIOD ENDED: SEPTEMBER 30, 2020 ☐ TRAN

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE NINE-MONTH PERIOD ENDED: SEPTEMBER 30, 2020 ☐ 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: 333-148987 CUENTAS, INC.

Promissory Note, dated September 16, 2020, issued by Cuentas Inc. to Labrys Fund, LP.

Exhibit 10.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

Securities Purchase Agreement, dated September 16, 2020, by and between Cuentas Inc. and Labrys Fund, LP.

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 16, 2020, by and between CUENTAS INC., a Florida corporation, with headquarters located at 19 W. Flagler St., Suite 902, Miami, FL 33130 (the “Company”), and LABRYS FUND, LP, a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (the “Buyer”). WHE

Form S-1

As filed with the Securities and Exchange Commission on October 27, 2020. Registration Statement No. 333-[ ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 5140 20-3537265 (State or jurisdiction of incorporation or organization) (Prim

Amended and Restated Bylaws, dated August 21, 2020.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF CUENTAS INC. August 21, 2020 ARTICLE I SHAREHOLDERS SECTION 1. Place of Holding Meeting. Meetings of shareholders may be held at such place within or without the State of Florida as may be determined by the Board of Directors. SECTION 2. Quorum. Any number of shareholders, together holding a majority of the votes entitled to be cast by a voting group on a

Amended and Restated Articles of Incorporation, filed with the Florida Department of State on August 21, 2020, incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on August 21, 2020

Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF CUENTAS INC. As Amended and Restated on August 21, 2020 ARTICLE I The name of this Corporation is Cuentas Inc. ARTICLE II The address of the Corporation’s registered office in the State of Florida is Corporate Creations Network, Inc., 801 US Highway 1, City of North Palm Beach 33408, County of Palm Beach County; and the name of the regi

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders - CURRENT REPORT

U.S. 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 21, 2020 (August 17, 2020) Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 333-148987 20-3537265 (State or other jurisdiction of (Commission (I.R.S. Employer

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE SIX-MONTH PERIOD ENDED: JUNE 30, 2020 ☐ TRANSITION

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE SIX-MONTH PERIOD ENDED: JUNE 30, 2020 ? 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: 333-148987 CUENTAS, INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

U.S. 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): July 30, 2020 (July 24, 2020) Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 333-148987 20-3537265 (State or other jurisdiction of (Commission (I.R.S. Employer inc

Employment Agreement, dated July 24, 2020, by and between Cuentas Inc. and Michael De Prado, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on July 30, 2020

Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (“Agreement”) is made and entered into by and between CUENTAS, INC. a Florida Corporation (the “Company”) and MICHAEL DE PRADO (“Executive”) as of the date of execution of the Agreement (the “Effective Date”). WITNESSETH WHEREAS, the Executive is currently the President and Chief Operating Officer

Employment Agreement, dated July 24, 2020, by and between Cuentas Inc. and Arik Maimon, incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on July 30, 2020

EX-10.2 3 ea124775ex10-2cuentas.htm NEW EMPLOYMENT AGREEMENT, DATED AS OF JULY 24, 2020, BY AND BETWEEN CUENTAS INC. AND ARIK MAIMON Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (“Agreement”) is made and entered into by and between CUENTAS, INC. a Florida Corporation (the “Company”) and SHALOM ARIK MAIMON (“Executive”) as of the date of exec

- AMENDMENT NO. 1 TO DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant S Filed by a Party other than the Registrant £ Check the appropriate box: £ Preliminary Proxy Statement £ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) S Defi

- DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant S Filed by a Party other than the Registrant £ Check the appropriate box: £ Preliminary Proxy Statement £ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) S Definitive Proxy State

- PRELIMINARY REVISED PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

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1345 AVENUE OF THE AMERICAS, 11th FLOOR NEW YORK, NEW YORK 10105 TELEPHONE: (212) 370-1300 FACSIMILE: (212) 370-7889 www.

Financial Statements and Exhibits, Other Events

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): May 26, 2020 Cuentas Inc. (Exact name of registrant as specified in its charter) Florida 000-54923 20-3537265 (State or other jurisdiction of (Commission file number) (IRS Employer in

Cuentas Files Application for Uplisting to NASDAQ

Exhibit 99.1 Cuentas Files Application for Uplisting to NASDAQ MIAMI, FL / ACCESSWIRE / May 26, 2020 / Cuentas, Inc. (OTCQB: CUEN) (“Cuentas”), a leading FinTech provider of mobile banking and payment solutions aimed at serving Hispanic and Latino communities, submitted its formal application to list its common shares on the NASDAQ Capital Market. “Becoming a NASDAQ-listed company will be a signif

Credit Agreement between Dinar Zuz LLC and Cuentas Inc. and Maimoun & Mammon LLC.

Exhibit 10.2 CREDIT AGREEMENT This Credit Agreement (the “AGREEMENT”) is made and entered into on April 3, 2020 between Cuentas, Next Group Holdings, Inc., Meimoun & Mammon (“BORROWER”) and Dinar Zuz LLC (“LENDER”). In consideration of the mutual covenants and agreements contained herein, the parties agree as follows: 1. CREDIT a) Credit. Subject to clause (b) below, Lender agrees from time to tim

Promissory Note between Dinar Zuz LLC and Cuentas Inc. and Maimoun & Mammon LLC.

Exhibit 10.1 PROMISSORY NOTE $250,000.00 April 3, 2020 This Promissory Note (the “NOTE”) is made and executed as of the date referred to above, by and between Dinar Zuz LLC (the “LENDER”), and Cuentas, Next Group Holdings, Inc., Meimoun & Mammon (the “BORROWER”). By this Note, the Borrower promises and agrees to pay to the order of Lender, at 200 South Biscayne Boulevard Suite 5500, Miami, Florida

Quarterly Report - QUARTERLY REPORT

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE NINE MONTH PERIOD ENDED: MARCH 31, 2020 ☐ 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: 333-148987 CUENTAS, INC.

Amendment No. 13 to the Articles of Incorporation of the Company, Filed with the Florida Department of State on November 20, 2015

Exhibit 3.14

Amendment No. 17 to the Articles of Incorporation of the Company, Filed with the Florida Department of State on August 8, 2018

Exhibit 3.18

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1345 AVENUE OF THE AMERICAS, 11th FLOOR NEW YORK, NEW YORK 10105 TELEPHONE: (212) 370-1300 FACSIMILE: (212) 370-7889 www.

Articles of Incorporation, Filed with the Florida Department of State on September 21, 2005

Exhibit 3.01

Amendment No. 7 to the Articles of Incorporation of the Company, Filed with the Florida Department of State on May 16, 2014

Exhibit 3.08

Amendment No. 1 to the Articles of Incorporation of the Company, Filed with the Florida Department of State on July 15, 2009

EX-3.02 3 ea120702ex3-02cuentasinc.htm AMENDMENT NO. 1 TO THE ARTICLES OF INCORPORATION OF THE COMPANY, FILED WITH THE FLORIDA DEPARTMENT OF STATE ON JULY 15, 2009 Exhibit 3.02

Amendment No. 16 to the Articles of Incorporation of the Company, Filed with the Florida Department of State on August 6, 2018

EX-3.17 18 ea120702ex3-17cuentasinc.htm AMENDMENT NO. 16 TO THE ARTICLES OF INCORPORATION OF THE COMPANY, FILED WITH THE FLORIDA DEPARTMENT OF STATE ON AUGUST 6, 2018 Exhibit 3.17

Amendment No. 4 to the Articles of Incorporation of the Company, Filed with the Florida Department of State on May 10, 2013

Exhibit 3.05

Amendment No. 14 to the Articles of Incorporation of the Company, Filed with the Florida Department of State on December 30, 2015

Exhibit 3.15