Events During The Period and After |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Events During the Period and After [Abstract] | |
| EVENTS DURING THE PERIOD AND AFTER | NOTE 3 – EVENTS DURING THE PERIOD AND AFTER
Convertible notes
On February 23, 2026, World Mobile Group Ltd. exercised its conversion rights regarding the $260 convertible promissory note which was converted in its entirety in exchange for 1,277,018 common shares, equal to approx. 18.5% of Cuentas equity.
On March 9, 2026, Matthew Shulman exercised its conversion rights regarding the $100 convertible promissory note which was converted in its entirety in exchange for 238,095 common shares. Fintech license.
Also on September 18, 2025, the Company entered into a 16-month license with Mr. De Prado granting use and access to the Fintech assets (as detailed in Schedule A) with those assets to be held in escrow by AM Law until the Note Two option is exercised. MVNO assets are expressly excluded. The various agreements with Mr. Michael De Prado were signed on September 18, 2025 but were not fully consummated until October 21, 2025. The Fintech assets were delivered electronically to Mr. De Prado on Jan. 19, 2026.
On January 29, 2026, the Company entered into an Amended and Restated Warrant Agency Agreement (the “A/R Warrant Agency Agreement”) to that certain Warrant Agency Agreement, dated as of February 1, 2021 between the Company and Olde Monmouth Stock Transfer Co., Inc., as Warrant Agent (the “Original Warrant Agreement”), pursuant to which the expiration date of the Company’s outstanding publicly traded warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), was extended from February 4, 2026 to June 30, 2026 (the “Extended Expiration Date”). At and after the Extended Expiration Date, the Warrants may no longer be exercised. The A/R Warrant Agreement also allows the Board of Directors of the Company in its discretion to voluntarily reduce the exercise price of the Warrants and proportionately increase the number of shares of Common Stock purchasable upon exercise of the Warrants at the reduced exercise price. Other than as set forth above, the terms of the Warrants set forth in the A/R Warrant Agreement remain unmodified and in full force and effect.
The Warrants were issued as part of an underwritten offering of the Company’s units in February 2021. Each unit consisted of one share of Common Stock and one Warrant. The exercise price of the Warrants was initially $4.30 per share, but increased to $55.90 as a result of a one for thirteen reverse stock split completed on March 24, 2023. The Company has applied to have the Common Stock and Warrants listed on OTCQB. The Company has restructured its business and entered into certain transactions as part of a joint venture with World Mobile, LLC and World Mobile Media Group, LLC.
On January 7, 2026, Cuentas, Inc. (the “Company”) entered into a Limited Liability Company Agreement (“LLC Agreement”) with Tummo Road LLC (“Tummo”) as members of World Mobile Media Group LLC (the “JV” or the “Company LLC”), a Delaware limited liability company (World Mobile Media Group LLC) which the parties intend to form by filing a certificate of formation by January 21, 2026. The JV is intended to operate an internet-delivered “over-the-top” media and digital content platform and will operate publicly as “World Mobile Media” or “WMM,” including a continuous programming channel known as “WMM 24/7.”
The Company will hold a 51% membership interest and Tummo will hold a 49% membership interest.
Under the LLC Agreement, the Company will designate one (1) individual and Tummo will designate one (1) individual to serve as the two “Managing Members,” who will jointly manage the JV’s day-to-day operations.  Certain major actions require prior written consent of members holding at least 66 2/3% of the membership interests, including specified mergers, acquisitions, dissolutions, or certain dispositions/licenses of company assets (as described in the agreement) and changes to allocations/distributions or tax treatment.
Net income and loss are allocated 51% to the Company and 49% to Tummo, and the agreement states that the determination of net income and loss for each quarterly fiscal period (and related financial statements) will be subject to review and approval by the Company’s Board of Directors prior to final allocation. The JV is also required to provide members unaudited quarterly financial statements within 30 days of quarter-end and audited annual financial statements within 90 days of year-end, and to maintain records accessible electronically to members. The agreement includes restrictions on transfers of membership interests (generally requiring the other member’s prior written consent), and provides for dispute resolution through mediation followed by binding, expedited arbitration administered by the American Arbitration Association in Dover, Delaware.
The agreement also states that Tummo “shall assist to coordinate a Securities Purchase Agreement for a total $400 in cash, payable to Cuentas, of which $150 will be made available to World Mobile Media Group LLC.”
On February 26, 2026, the Company entered into a Securities Purchase Agreement with P.W. Janssen (“Janssen”), coordinate with the assistance of Tummo, pursuant to which the Company issued and sold to Janssen 714,286 share of the Company’s common stock (the “Shares”), and a five-year warrant to purchase up to 714,286 additional shares of common stock (the “Warrant”) , for aggregate gross proceeds of $300 ($0.42 per unit). The exercise price of the Warrant is $0.42 per share, subject to anti-dilution adjustments. The Company granted Janssen piggyback registration rights with respect to the resale of the shares issued and issuable pursuant to the Securities Purchase Agreement.
Hallo 015 Agreement
Related to the agreement signed on November 12, 2025, between Company, through its subsidiary World Mobile LLC, and International Communications 015 Ltd (dba “Hallo 015”), an Israeli telecommunications distributor initial services were provided starting April 2026.
Bonuses approved to Arik and Micheal in 2026
During April 2026, the Compensation Committee of Cuentas, Inc. approved certain compensation-related payments to senior executive officers pursuant to employment agreements and committee resolutions.
The approved compensation includes annual incentives, retention bonuses, deferred work bonuses, and reimbursement of employee benefits. The total bonus approved for each of the executives, Mr. Shalom Arik Maimon and Mr. Michael De Prado, amounts to approximately $170 thousand. |