UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
For the fiscal quarter ended
For the transition period from _______________ to _______________
Commission File Number:
(Exact name of Registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(Registrant’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
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| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company | |||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of August 4, 2026, the issuer had
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CUENTAS, INC.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)
AS OF JUNE 30, 2026
IN U.S. DOLLARS
TABLE OF CONTENTS
| Page | |
| CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED): | |
| Unaudited Condensed Consolidated Interim Balance Sheets | 1 |
| Unaudited Condensed Consolidated Interim Statements of Comprehensive Loss | 2 |
| Unaudited Condensed Consolidated Interim Statements of Stockholders’ Deficit | 3 |
| Unaudited Condensed Consolidated Interim Statements of Cash Flows | 4 |
| Notes to Condensed Consolidated Interim Financial Statements | 5 - 10 |
i
CUENTAS, INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS
(USD in thousands except share and per share data)
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts Receivables – related parties | ||||||||
| Other receivables – related parties | ||||||||
| Other receivables | ||||||||
| Total Current Assets | ||||||||
| Investment in unconsolidated entity | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders’ Deficit | ||||||||
| Current Liabilities | ||||||||
| Trade payable | ||||||||
| Other accounts liabilities | ||||||||
| Liabilities to an unconsolidated entity | ||||||||
| Warrants liability, net | ||||||||
| Notes and Loan payable | ||||||||
| Total Current Liabilities | ||||||||
| Long Term Liabilities | ||||||||
| Investment in unconsolidated entity | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Deficit | ||||||||
| Common stock, | ||||||||
| Additional paid-in capital | ||||||||
| Treasury Stock | ( | ) | ( | ) | ||||
| Receipts on account of shares | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of the condensed consolidated interim financial statements.
1
CUENTAS, INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS
(USD in thousands except share and per share data)
| Six months ended | Three months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Operating expenses | ||||||||||||||||
| Selling, General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total Operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expenses) | ||||||||||||||||
| Interest (expenses) income, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income (loss) upon extinguishment of debt and default costs to pay principal and interest, net | ||||||||||||||||
| Gain (loss) from Change in fair value of derivative warrants liability, net | ( | ) | ( | ) | ||||||||||||
| Total other income (expenses) | ( | ) | ( | ) | ||||||||||||
| Company’s share of equity losses | ( | ) | ( | ) | ||||||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| Income (loss) per share (basic and diluted) | ( | ) | ( | ) | ( | ) | ||||||||||
| Basic and diluted weighted average number of shares of common stock outstanding | ||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated interim financial statements.
2
CUENTAS, INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(USD in thousands, except share and per share data)
| Number of Shares (**) |
Amount | Additional paid-in capital |
Treasury stock |
Receipts on account of shares |
Accumulated deficit |
Total stockholders’ deficit |
||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2025 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Issuance of shares | ( | ) | ||||||||||||||||||||||||||
| Conversion notes | ||||||||||||||||||||||||||||
| Share based Compensation | ||||||||||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||||||
| BALANCE AT MARCH 31, 2026 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Share based Compensation | - | |||||||||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||||||
| BALANCE AT JUNE 30, 2026 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Number of Shares |
Amount | Additional paid-in capital |
Treasury stock |
Accumulated deficit |
Total stockholders’ deficit |
|||||||||||||||||||
| BALANCE AT DECEMBER 31, 2024 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Share based Compensation | - | |||||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||
| BALANCE AT MARCH 31, 2025 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Share based Compensation | - | |||||||||||||||||||||||
| Comprehensive income for the period | - | |||||||||||||||||||||||
| BALANCE AT JUNE 30, 2025 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
3
CUENTAS, INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
(USD in thousands)
| Six months ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | ( | ) | |||
| Adjustments required to reconcile net loss to net cash used in operating activities: | ||||||||
| Stock based compensation and shares issued for services | ||||||||
| Amortization of discounts and accrued interest on loans | ||||||||
| Gain from change in fair value of derivative warrants liability | ||||||||
| Company’s share of equity losses | ||||||||
| Income upon extinguishment of debt and default costs to pay principal and interest, net | ( | ) | ||||||
| Changes in Operating Assets and Liabilities: | ||||||||
| Decrease in other current assets | ( | ) | ||||||
| Changes in related parties, net | ||||||||
| (Decrease) increase in accounts payable | ( | ) | ( | ) | ||||
| Increase (decrease) in other accounts liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Proceeds from sale of investments in unconsolidated entities | ||||||||
| Net cash provided by (used in) investing activities | ||||||||
| CASH FLOWS FROM FINANCE ACTIVITIES: | ||||||||
| Issued shares | ||||||||
| Short term loans received | ||||||||
| Repayment of loan from a related party | ( | ) | ( | ) | ||||
| Net cash provided by finance activities | ||||||||
| DECREASE IN CASH AND CASH EQUIVALENTS | ( | ) | ( | ) | ||||
| CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | ||||||||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | |||||||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTMENT AND FINANCING ACTIVITIES: | ||||||||
| Issuance of Shares of common stock upon conversion of notes | ||||||||
| Issuance of Shares of common stock in settlement of other liabilities | ||||||||
| Cash paid during the period for interest | ||||||||
| Cash paid during the period for taxes | ||||||||
The accompanying notes are an integral part of the condensed consolidated interim financial statements
4
CUENTAS, INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
(USD in thousands, except share and per share data)
NOTE 1 – GENERAL
Cuentas, Inc. (the “Company”) was incorporated under the laws of the State of Florida on
There was no financial nor operational activity for CUENTASMAX during 2026.
On September 3, 2024, the Company signed a Non-Binding Letter of Intent (LOI) with World Mobile Group Ltd (“World Mobile”), a UK limited company to leverage the World Mobile sharing economy to expand network coverage and provide affordable connectivity, while also offering Cuentas’ digital products to customers.
Cuentas and World Mobile will collaborate to integrate Cuentas’ fintech, banking, payments, remittance, and other financial services into the World Mobile app and ecosystem. This integration aims to enhance the user experience and expand the range of available services.
World Mobile transferred $
On April 21, 2025, the Company and World Mobile entered into a Contribution Agreement to form World Mobile LLC, a Delaware limited liability company (the “JV Company”), as a joint venture to operate a mobile virtual network operator (“MVNO”) business. The Company holds a
On April 23, 2025 and May 15, 2025, Cuentas executed related letter agreements confirming the assignment of its Reseller Master Services Agreement with UVNV, Inc. (d/b/a PLUM) to the JV Company and granting the Company management of certain Cuentas Mobile brands on the JV Company platform, with respective profit/loss sharing as noted above.
The Company is focusing its business mainly on developing internal and vertical markets for Cuentas Mobile, the Company’s Cellular Telecommunications solution.
5
CUENTAS, INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
(USD in thousands, except share and per share data)
NOTE 1 – GENERAL (continued)
GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As of June 30, 2026, the Company had $
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Basis of presentation
The accompanying unaudited consolidated financial statements include the accounts of the Company and its subsidiaries, prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the financial statements presented herein have not been audited by an independent registered public accounting firm but include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial condition, results of operations and cash flows for the three and six months ended June 30, 2026. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2026. The preparation of financial statements in conformity with GAAP requires the Company to make certain estimates and assumptions for the reporting periods covered by the financial statements. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues, and expenses. Actual amounts could differ from these estimates.
Certain information and footnote disclosures normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission (“SEC”). The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on April 23, 2026 (the “2025 Form 10-K”). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the 2025 Form 10-K.
Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements are prepared in accordance with GAAP. The unaudited condensed consolidated financial statements of the Company include the Company and its wholly-owned and majority-owned subsidiaries. All inter-company balances and transactions have been eliminated.
6
CUENTAS, INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
(USD in thousands, except share and per share data)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continued)
Use of Estimates
The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates.
Fair Value Measurement
Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels, and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
Level 1: Unadjusted quoted prices in active markets for identical assets and liabilities.
Level 2: Observable inputs other than those included in Level 1. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.
Level 3: Significant unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.
Our financial instruments consist of cash, accounts receivable, accounts payable, accrued expenses, notes payables, and other accrued liabilities. The carrying value of these instruments approximates fair value as a result of the short duration of such instruments or due to the variability of the interest cost associated with such instruments.
Recently Adopted Accounting Standards
During the six months ended June 30, 2026, the Company was not required to adopt any recently issued accounting standards.
NOTE 3 – EVENTS DURING THE PERIOD AND AFTER
Convertible notes
On February 23, 2026, World Mobile Group Ltd. exercised its conversion rights regarding the $
On March 9, 2026, Matthew Shulman exercised his conversion rights regarding the $
7
CUENTAS, INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
(USD in thousands, except share and per share data)
NOTE 3 – EVENTS DURING THE PERIOD AND AFTER (continued)
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 $
On June 30, 2026, the Company entered into an Amended and Restated Warrant Agency Agreement (the “A/R Warrant Agency Agreement”) to that certain Amended and Restated Warrant Agency Agreement, dated as of January 29, 2026 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 $
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.
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 holds a
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
8
CUENTAS, INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
(USD in thousands, except share and per share data)
NOTE 3 – EVENTS DURING THE PERIOD AND AFTER (continued)
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 $
On February 26, 2026, the Company entered into a Securities Purchase Agreement with P.W. Janssen (“Janssen”), coordinated with the assistance of Tummo, pursuant to which the Company issued and sold to Janssen
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 Michael 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 $
On June 8, 2026, the Company entered into a Securities Purchase Agreement with World Mobile Group Ltd (“WMG”), pursuant to which the Company issued and sold to WMG
On June 8, 2026, the Company entered into a Securities Purchase Agreement with Shalom Arik Maimon (“Maimon”), pursuant to which the Company issued and sold to Maimon
On June 8, 2026, the Company entered into a Securities Purchase Agreement with OAS Energy LLC (“OAS”), pursuant to which the Company issued and sold to OAS
NOTE 4 – STOCK OPTIONS
The following table presents the Company’s stock option activity for employees and directors of the Company for the six months ended June 30, 2026:
| Number of Options | Weighted Average Exercise Price | |||||||
| Outstanding at December 31, 2025 | $ | |||||||
| Granted | ||||||||
| Exercised | ||||||||
| Forfeited or expired | ||||||||
| Outstanding at June 30, 2026 | $ | |||||||
| Number of options exercisable at June 30, 2026 | $ | |||||||
9
CUENTAS, INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
(USD in thousands, except share and per share data)
NOTE 4 – STOCK OPTIONS (continued)
The aggregate intrinsic value of the awards outstanding as of June 30, 2026 is $
The stock options outstanding as of June 30, 2026 have been separated into exercise prices, as follows:
| Exercise price | Stock options outstanding | Weighted average remaining contractual life – years | Stock options exercisable | |||||||||
NOTE 5 – RELATED PARTIES
Balances with related parties and officers:
| As of June 30, | As of December 31, | |||||||
| 2026 | 2025 | |||||||
| Next Communications INC (a company controlled by Arik Maimon, the Company’s Chairman of the Board and CEO) | ||||||||
| Other accounts receivables | ||||||||
| Arik Maimon, the Company’s Chairman of the Board and CEO | ||||||||
| Michael De Prado, former Company’s CEO | ||||||||
| Other accounts receivables | ||||||||
| Notes payable | ||||||||
| Arik Maimon, the Company’s Chairman of the Board and CEO | ||||||||
| Michael De Prado, former Company’s CEO | ||||||||
NOTE 6 – SEGMENTS OF OPERATIONS
The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable operating segments. The Company manages its business primarily on a product basis. The accounting policies of the various segments are the same as those described in Note 2, “Summary of Significant Accounting Policies.” The Company evaluates the performance of its reportable operating segments based on net sales and gross profit.
10
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes included elsewhere in this Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2025. Some of the information contained in this discussion and analysis, particularly with respect to our plans and strategy for our business and related financing, includes forward-looking statements within the meanings of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, including statements regarding expectations, beliefs, intentions or strategies for the future. When used in this report, the terms “anticipate,” “believe,” “estimate,” “expect,” “can,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” and words or phrases of similar import, as they relate to our company or our management, are intended to identify forward-looking statements. We intend that all forward-looking statements be subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are only predictions and reflect our views as of the date they are made with respect to future events and financial performance, and we undertake no obligation to update or revise, nor do we have a policy of updating or revising, any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as may be required under applicable law. Forward-looking statements are subject to many risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements as a result of several factors including those set forth under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 and in subsequent reports filed pursuant to Section 13(a) of the Exchange Act.
The Company notes that in addition to the description of historical facts contained herein, this report contains certain forward-looking statements that involve risks and uncertainties as detailed herein and from time to time in the Company’s other filings with the Securities and Exchange Commission and elsewhere. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. These factors include, among others: (a) the Company’s fluctuations in sales and operating results; (b) regulatory, competitive and contractual risks; (c) development risks; (d) the ability to achieve strategic initiatives, including but not limited to the ability to achieve sales growth across the business segments through a combination of enhanced sales force, new products, and customer service; and (e) pending litigation.
OVERVIEW AND OUTLOOK
The Company was incorporated under the laws of the State of Florida on September 21, 2005 to act as an operational company and as a holding company for its subsidiaries. Its wholly-owned subsidiary is Meimoun and Mammon, LLC (100% owned) (“M&M”) which provides wholesale and retail telecommunications services. The Company also owns 50% of CUENTASMAX LLC, which installs WiFi6 shared network (“WSN”) systems in locations in the New York metropolitan tristate area using access points and small cells to provide users with access to the WSN. The Company is focusing its business mainly on developing internal and vertical markets for Cuentas Mobile, the Company’s Cellular Telecommunications solution.
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); MVNO assets are excluded. The Fintech assets were delivered electronically to Mr. De Prado on Jan. 19, 2026.
11
World Mobile LLC
World Mobile LLC is the Company’s majority-owned joint venture with World Mobile Group formed to operate the Company’s MVNO business. Through the JV, the Company now holds a 51% membership interest and consolidates the entity for financial reporting purposes. The JV Company’s operating platform includes a range of infrastructure assets, such as licensed U.S. spectrum holdings, nationwide roaming agreements, a distributed AirNode network, and core network infrastructure that supports mobile connectivity across U.S. markets. World Mobile LLC operates in active commercial environments with real usage, an established market presence, and adherence to applicable regulatory requirements. Its infrastructure model is designed to scale as additional markets are launched, customer usage increases, and new network assets are deployed.
The Latino Market
The name “Cuentas” is a Spanish word that has multiple meanings and was chosen for strategic reasons, to develop a close relationship with the Spanish speaking population. It means “Accounts” as in “bank accounts” and it can also mean “You can count on me” as in “Cuentas conmigo”. Additionally, it can be used to “Pay or settle accounts” (saldar cuentas), “accountability” (rendición de cuentas), “to be accountable” (rendir cuentas) and other significant meanings.
The 2020 U.S. Census showed the Hispanic Latino population at over 62 million and at 18.7% of the total U.S. population. The FDIC defines the “unbanked” as those adults without an account at a bank or other financial institution and are considered to be outside the mainstream for one reason or another. The Company believes that the Hispanic and Latino demographic generally have had more identification, credit, and former bank account issues than any other U.S. minority group leading to more difficulty in obtaining a traditional bank account.
RESULTS OF OPERATIONS
Comparison of the six months ended June 30, 2026 to the six months ended June 30, 2025
Operating Expenses
Operating expenses consist of selling, general and administrative expenses and totaled $1,136,000 during the six months ended June 30, 2026, compared to $603,000 during the six months ended June 30, 2025.
Selling, General and Administrative Expenses
The table below summarizes our general and administrative expenses incurred during the periods presented:
| Six months ended | Three months ended | |||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||
| Dollars in thousands | ||||||||||||||||
| Officers compensation | 802 | 381 | 657 | 195 | ||||||||||||
| Directors fees | 84 | 84 | 42 | 42 | ||||||||||||
| Share-based compensation | 8 | 37 | - | 19 | ||||||||||||
| Professional services | 242 | 54 | 104 | 54 | ||||||||||||
| Office expenses and other | - | 47 | - | 10 | ||||||||||||
| Total | 1,136 | 603 | 803 | 320 | ||||||||||||
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Other Income (Expenses)
Other expenses totaled $116,000 during the six months ended June 30, 2026, comprised of interest expenses, net of $31,000 and a loss from the change in fair value of the derivative warrants liability of $85,000.
Other income totaled $582,000 during the six months ended June 30, 2025. Other income is comprised mostly of income upon extinguishment of debt net of default expenses to pay principal and interest.
Net Loss
We incurred a net loss of $1,385,000 for the six-month period ended June 30, 2026, as compared to a net loss of $21,000 for the six-month period ended June 30, 2025. In addition, the Company recorded its share of equity losses of an unconsolidated entity of $133,000 during the six months ended June 30, 2026.
Comparison of the three months ended June 30, 2026 to the three months ended June 30, 2025
Operating Expenses
Operating expenses consist of selling, general and administrative expenses and totaled $803,000 during the three months ended June 30, 2026, compared to $320,000 during the three months ended June 30, 2025.
Selling, General and Administrative Expenses
Selling, general and administrative expenses totaled $803,000 during the three months ended June 30, 2026, compared to $320,000 during the three months ended June 30, 2025. The components of these expenses for the three-month periods presented are set out in the three-month columns of the table above.
Other Income (Expenses)
Other expenses totaled $21,000 during the three months ended June 30, 2026, comprised of interest expenses, net of $3,000 and a loss from the change in fair value of the derivative warrants liability of $18,000.
Other income totaled $698,000 during the three months ended June 30, 2025. Other income is comprised mostly of income upon extinguishment of debt net of default expenses to pay principal and interest.
Net Loss
We incurred a net loss of $888,000 for the three-month period ended June 30, 2026, as compared to net income of $378,000 for the three-month period ended June 30, 2025. In addition, the Company recorded its share of equity losses of an unconsolidated entity of $64,000 during the three months ended June 30, 2026.
Liquidity and Capital Resources
The Company was able to continue basic operations by working with executive management and a few select employees who were willing to work for the company and accept deferred and accrued compensation. This enabled the Company to continue efforts to manage legal issues, plan for the future, attempt to raise capital, renew operations and bring the company back to compliance.
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures.
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As of June 30, 2026, the Company had total current assets of $272,000, including $800 of cash, accounts receivables of $271,000, other current assets – related parties of $0 and total current liabilities of $4,571,000 creating a working capital deficit of $4,299,000.
To date, we have principally financed our operations through the sale of our Common Stock. Nevertheless, management anticipates that our current cash and cash equivalents position and generating revenue from the sales of our digital products, General-Purpose Reloadable Cards and prepaid cellular phone services will provide us limited financial resources for the near future to continue implementing our business strategy of further developing our digital products, General Purpose Reloadable Card, enhance our digital products offering and increase our sales and marketing. Therefore management plans to secure additional financing sources, including but not limited to the sale of our Common Stock in future financings. This is expected to be used to further support our operations as described above and to complete the development of its new portal and financial technology capabilities. There can be no assurance, however, that the company will be successful in raising additional capital or that the company will have net income from operations to fund the business plan of the company for the near future or long term. As of June 30, 2026, the Company had approximately $800 in cash and cash equivalents, approximately $4,299,000 in negative working capital and an accumulated deficit of approximately $61,211,000. These conditions raise substantial doubt about the Company’s ability to continue as a going concern as of June 30, 2026.
Cash Flows – Operating Activities
The Company’s operating activities for the six months ended June 30, 2026, resulted in net cash used of $276,000. Net cash used in operating activities consisted of a net loss of $1,385,000, partially offset by non-cash expenses consisting of share-based compensation and shares issued for services of $47,000, amortization of discounts and accrued interest on loans of $31,000, a loss from the change in fair value of the derivative warrants liability of $85,000 and the Company’s share of equity losses of $133,000. Changes in operating assets and liabilities provided cash of $813,000.
The Company’s operating activities for the six months ended June 30, 2025, resulted in net cash used of $966,000. Net cash used in operating activities consisted of a net loss of $21,000 and income upon extinguishment of debt of $602,000, partially offset by non-cash expenses consisting of share-based compensation of $37,000 and amortization of discounts and accrued interest on loans of $20,000. Changes in operating assets and liabilities utilized cash of $400,000.
Cash Flows – Financing Activities
The Company’s financing activities for the six months ended June 30, 2026, resulted in net cash received of $220,000, consisting of $300,000 from the issuance of shares and $35,000 of short term loans received, partially offset by the repayment of $115,000 of a loan from a related party. The Company had no investing activities during the six months ended June 30, 2026.
Inflation and Seasonality
In management’s opinion, our results of operations have not been materially affected by inflation or seasonality, and management does not expect that inflation risk or seasonality would cause material impact on our operations in the future.
Off-Balance Sheet Arrangements
As of June 30, 2026, we had no off-balance sheet arrangements of any nature.
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Critical Accounting Policies
The preparation of financial statements in conformity with GAAP in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported in the financial statements, including the notes thereto, and related disclosures of commitments and contingencies, if any. Note 2 to our consolidated audited financial statements filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, describes the significant accounting policies and methods used in the preparation of our financial statements.
Recently Issued Accounting Standards
New pronouncements issued but not effective as of June 30, 2026, are not expected to have a material impact on the Company’s consolidated financial statements.
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a smaller reporting company, we are not required to provide the information required by this item.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Evaluation of Disclosure Controls and Procedures. We maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
The Company’s Chief Financial Officer has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, and as discussed in greater detail below, the Chief Financial Officer has concluded that, as of the end of the period covered by this report, disclosure controls and procedures are not effective:
| ● | to give reasonable assurance that the information required to be disclosed in reports that are filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and |
| ● | to ensure that information required to be disclosed in the reports that are filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our CEO and our Treasurer, to allow timely decisions regarding required disclosure. |
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PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.
On May 1, 2019, the Company received a notice of demand for arbitration from Secure IP Telecom, Inc. (“Secure IP”), who allegedly had a Reciprocal Carrier Services Agreement (“RCS”) exclusively with Limecom and not with the Company. The arbitration demand originated from another demand for arbitration that Secure IP received from VoIP Capital International (“VoIP”) in March 2019, demanding $1,053 in damages allegedly caused by unpaid receivables that Limecom assigned to VoIP based on the RCS. On or about October 5, 2020, the trial court appointed a receiver over Limecom, Inc. (“Limecom”) in the matter of Spectrum Intelligence Communications Agency, LLC. v. Limecom, Inc., case no. 2018-027150-CA-01 pending in the 11th Circuit for Miami-Dade County, Florida. On June 5, 2020, Secure IP Telecom, Inc. (“Secure IP”) filed a complaint against Limecom, Heritage Ventures Limited (“Heritage”), an unrelated third party and owner of Limecom, and the Company, case no. 20-11972-CA-01. Secure IP alleges that the Company received certain transfers from Limecom during the period that the Company wholly owned Limecom that may be avoidable under Florida Statute § 725.105. On July 13, 2021, the two cases were consolidated, and are now pending before the same trial court under the former case number. The Company has answered and denied any liability with respect to both complaints. To the extent the Company has exposure for any transfers from Limecom, Heritage has indemnified the Company for any such liability and the Company has a pending cross-claim against Heritage for purposes of enforcing the indemnification obligation. A review of the books and records of the Company reflect aggregate transfers from Limecom to the Company or its affiliates of less than $600,000. The Company’s books and records reflect that the Company fully reimbursed Limecom through direct payment of expenses of Limecom and through issuance of shares by the Company to employees or other vendors on behalf of Limecom for settlement and release of claims the employees or vendors may have asserted against Limecom. The books and records of the Company therefore do not reflect an identifiable avoidable transfer, but this analysis may change as the discovery process continues. At this time, based upon an analysis of the Company’s books and records, the loss contingency is not capable of reasonable estimation under the above circumstances, and the likelihood of an adverse judgment is not probable at this time. An adverse judgment in this matter is reasonably possible and based upon an analysis of litigation costs and likelihood of a settlement. As of June 30, 2026, the Company accrued $300,000 due to this matter.
ITEM 1A. RISK FACTORS
Reference is made to the risks and uncertainties disclosed in Item 1A (“Risk Factors”) of our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”). Prospective investors are encouraged to consider the risks described in our 2025 Form 10-K, our Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this Report and other information publicly disclosed or contained in reports and other documents we file with the Securities and Exchange Commission before purchasing our securities.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Except as previously reported in the Company’s reports filed pursuant to Section 13(a) of the Exchange Act, there were no sales of unregistered securities during the period covered by this report.
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ITEM 3. DEFAULTS UPON SENIOR DEBT
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS
| Incorporated by reference | ||||||||||||
| Exhibit Number | Exhibit Description | Filed herewith | Form | Period ending | Exhibit | Filing date | ||||||
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||
| 32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||
| 32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||
| 101.INS | Inline XBRL Instance Document. | X | ||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | X | ||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | X | ||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | X | ||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | X | ||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | X | ||||||||||
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Cuentas, Inc. | ||
| (Registrant) | ||
| Date: September 3, 2026 | By: | /s/ Shalom Arik Maimon |
| Chief Executive Officer | ||
| By: | /s/ Eric Kilinsky | |
| Interim Chief Financial Officer |
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