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~~October 2123, 2025 (~~May~~September 1518th, 2025)

Cuentas, Inc.

(Exact name of registrant as specified in its charter)

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

235 Lincoln Rd., Suite 210

Miami Beach, FL

(Address of principal executive offices)

33139

(Zip Code)

~~(800) 611~~305-~~3622~~537-6832

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered under Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Common Stock, par value $0.001 per share	CUEN	OTC

Warrants, each exercisable for one share of Common Stock	CUENW	OTC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

~~On April 21, 2025, Cuentas, Inc., (“Cuentas”) and~~ World Mobile ~~Group~~financings ~~Ltd~~(Sept. ~~(“World~~22 ~~Mobile~~and ~~Group”)~~Oct. ~~(collectively~~1, ~~the “Parties”~~2025)~~, joined to form the World Mobile LLC, a Delaware limited liability company (the “JV Company”) as a joint venture~~.

~~Cuentas~~On isSeptember an22, ~~operator~~2025 ofand aOctober ~~mobile~~1, ~~virtual~~2025, ~~network~~Cuentas, Inc. (the “Company”) entered into two Convertible Note Purchase Agreements with World Mobile Group isLtd. ~~UK-based~~(the ~~entity~~“Investor”) ~~that~~for ~~operates~~aggregate aprincipal of ~~private~~$385,000 ~~user-owned~~(the ~~mobile~~“WM ~~network~~Notes”). ~~World~~The ~~Mobile~~first ~~Group~~agreement isprovided ~~also~~for an$260,000 ~~operator~~of notes (Sept. 22, 2025) and the second provided for $125,000 of notes (Oct. 1, 2025). The WM Notes are convertible into shares of the Company’s common stock pursuant to their terms. ~~World~~Closings ~~Mobile~~occurred ~~Chain~~on the agreement dates. As conditions to closing, the Company agreed to deliver an irrevocable transfer-agent instruction letter and to provide a ~~dedicated~~customary ~~telecoms~~reserve ~~blockchain~~of shares for conversions. The September 22 agreement also provides the Investor the right to designate one director to the Company’s board so long as the Investor and its affiliates beneficially own at least 5% of the Company, and it grants certain protective approval rights tied to covenants and event-of-default actions under the ~~World~~notes. ~~Mobile~~The ~~Token~~Company agreed to use part of the proceeds to (~~WMTX~~i) pay $110,000 ato ~~cryptocurrency~~Michael ~~designed~~De Prado in connection with his separation, and (ii) fund professional fees to bring ~~power~~SEC reporting current; the ~~decentralized World~~October ~~Mobile~~1 ~~network~~agreement states proceeds will be applied to the “Plum Contract.”

~~The~~Separation JVand ~~Company,~~financing ~~which~~arrangements ~~shall~~with ~~operate~~Michael ~~publicly~~De asPrado ~~"World Mobile," was formed for the purposes of operating of a mobile virtual network operator~~ (~~“MVNO”) business~~Sept. ~~Cuentas has 51% membership interest and WMG has 49% membership interest of the JV Company. World Mobile~~ ~~Group’s appointee serves as the sole managing member of the JV Company. Profits and losses~~18, ~~as well as distributions of available cash, from the operation of the JV Company shall be allocated 85% to World Mobile Group and 15% to Cuentas~~2025).

~~Subject~~On toSeptember 18, 2025, the ~~Contribution~~Company ~~Agreement,~~and Mr. De Prado executed a Confidential ~~dated~~Separation ~~April~~Agreement 21and related financing documents. In connection with his departure, ~~2025~~the Company agreed to pay $110,000 ~~Cuentas~~in ~~shall~~cash ~~contribute~~and issued two secured promissory notes to ~~the~~Mr. JVDe ~~Company~~Prado: (i) Note One in the ~~MNVO~~principal ~~rights,~~amount ~~title~~of $473,000, ~~and~~bearing interest at 2.0% ~~Subject~~per toannum, maturing upon the ~~Subscription~~earlier ~~Agreement~~of (A) a qualified financing of at least $2,000,000 or (B) one year from issuance (default interest 18%); and ~~dated~~(ii) ~~April~~Note 21Two in the principal amount of $200,000, ~~2025~~maturing on the first anniversary of issuance, ~~World~~with ~~Mobile~~the ~~Group~~holder’s ~~shall~~exclusive ~~contribute~~option at maturity to require either cash payment of all outstanding principal and accrued interest or the JVtransfer by the Company, via certificate of sale, of all non-telecom/MVNO assets that comprise the Company’s Fintech division (no cash interest unless default; 8% default interest). Each De Prado note is secured by a first-priority security interest in the Company’s Fintech (non-MVNO) assets pursuant to separate security agreements. Mr. De Prado has the right to convert up to 50% of his $~~300~~473,000 innote ~~capital~~to CUEN shares at $0.42 per share.

OnFintech April 23, 2025, the Parties entered into a letter agreement (“Side Letter One”), whereby Cuentas assigned its rights to the Reseller Master Services Agreement, dated April 6, 2022 by and between UVNV, Inclicense. ~~d/b/a PLUM (“PLUM”) and Cuentas (the "PLUM Contract") into the name of the JV Company.~~

OnAlso ~~May~~on 15September 18, 2025, the ~~Parties~~Company entered into ~~another~~a ~~letter~~16-month ~~agreement~~license with ~~(“Side~~Mr. ~~Letter~~De ~~Two”),~~Prado ~~whereby~~granting –use inand ~~addition~~access to ~~Cuentas irrevocably~~the ~~assigning,~~Fintech ~~transferring~~assets ~~and~~(as ~~conveying~~detailed ~~all~~in ofSchedule ~~its~~A) ~~rights,~~with ~~title~~those ~~and~~assets ~~interest in,~~ to ~~and~~be ~~under~~held ~~the~~in ~~PLUM~~escrow ~~Contract~~by AM toLaw ~~the~~until ~~JV Company –~~ the JVNote ~~Company~~Two ~~also~~option ~~agreed~~is toexercised. ~~allow~~MVNO ~~Cuentas~~assets toare ~~manage~~expressly ~~the~~excluded. ~~operations~~The ofvarious ~~certain~~agreements ~~Cuentas~~with ~~Mobile brands~~Mr. AsMichael ~~part~~De ofPrado ~~Side Letter~~were ~~Two,~~signed ~~profits~~on ~~and~~September ~~losses~~18, as2025 ~~well~~but aswere ~~distributions~~not offully ~~available~~consummated ~~cash~~until October 21, ~~from~~2025 upon the ~~operation~~release of the ~~Cuentas-related~~deliverables ~~brands~~from ~~shall~~escrow ~~be allocated~~by ~~85%~~the toescrow ~~Cuentas and 15% to World Mobile Group~~agent.

~~Item~~Insider ~~2.01~~and ~~Completion~~advisor ofnotes ~~Acquisition~~(Oct. or17, ~~Disposition of Assets~~2025).

On ~~May~~October 2217, 2025, ~~Cuentas~~the ~~conveyed~~Company ~~its~~issued ~~ownership~~three ~~interest in~~additional ~~Brooksville~~unsecured ~~Development~~convertible promissory ~~Partners,~~notes: ~~LLC,~~(i) a ~~Florida~~note ~~limited~~to ~~liability~~Shalom ~~company~~Arik Maimon (~~“Brooksville”~~CEO) toin ~~Brooksville~~the FLprincipal ~~Partners~~amount of $586, ~~LLC,~~087.62; (ii) a ~~Florida~~note ~~limited~~to ~~liability~~Schulman ~~company~~in ~~(“Buyer”),~~the ~~which~~principal amount ~~already~~of ~~held~~$112,900.11; and (iii) a ~~minority~~note ~~stake~~to AM Law in ~~Brooksville~~the principal amount of $308,000. ~~The~~Each ~~Buyer~~bears ~~purchased~~interest at 2% per annum with 6% default ~~Cuentas~~interest and is voluntarily convertible at the holder’s 63option into common stock at $0.9%42 ~~Class~~per Bshare; ~~Membership~~the ~~Interests~~notes inalso ~~Brooksville~~provide ~~for~~piggyback registration ~~$800,000~~rights. ~~From~~Shalom Arik Maimon has issued an order to the ~~proceeds~~Transfer Agent to convert 50% of his $586,087.62 ~~Cuentas~~note, ~~will~~equal ~~effectuate~~to ~~settlements~~$293,043.81 onto ~~four~~CUEN ~~outstanding~~common ~~judgments~~shares orat ~~debts~~$0.42 ~~Holders~~per ofshare, ~~one~~yielding ~~judgment~~697.723 ~~and~~common ~~one~~share ~~debt~~of ~~will~~CUEN. beAM ~~disbursed~~Law ~~directly~~has byissued an order to the ~~escrow~~Transfer ~~agent~~Agent into ~~this~~convert 50% ~~transaction~~of its $308, ~~whereas~~000 ~~the~~note, ~~other~~equal ~~two~~to ~~holders~~$154,000 ofto ~~judgments~~CUEN ~~will~~shares beat ~~disbursed~~$0.42 byper ~~Cuentas~~share, atyielding ~~receipt~~366,666 ofcommon ~~the~~share ~~proceeds~~of CUEN.

Item 82.0103. ~~Other~~Creation ~~Events~~of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

OnThe ~~May 13, 2025, Cuentas~~Company’s ~~President,~~obligations ~~Michael~~under Dethe ~~Prado,~~WM ~~and~~Notes ~~Chief Executive~~(aggregate ~~Officer~~principal $385, ~~Arik Maimon~~000, ~~provided~~convertible apursuant ~~Joint Personal Guaranty~~ to ~~Crosshair~~their ~~Media Placement (“Crosshair”~~terms), ~~LLC,~~constitute adirect ~~Kentucky limited~~financial ~~liability~~obligations ~~company,~~ of the ~~full~~Company ~~and~~as ~~timely payment~~ of ~~all~~September ~~amounts~~22, ~~owed~~2025 byand ~~Cuentas. Crosshair is the holder of judgment against~~October ~~Cuentas~~1, ~~in the amount of $453~~2025,~~856.68,~~ ~~plus interest and attorney’s fees~~respectively.

OnThe ~~May~~De ~~14,~~Prado ~~2025,~~Note ~~Cuentas~~One ~~entered~~($473,000, ~~into~~2% acash ~~settlement~~interest; ~~agreement~~optional ~~with 1800~~conversion ~~Diagonal~~at ~~Lending,~~$0.42 ~~LLC,~~per ashare; ~~Virginia~~piggyback ~~limited~~rights) ~~liability~~and ~~company,~~Note ~~for~~Two ($~~112~~200,~~500~~000, tono ~~settle~~cash ainterest ~~judgment~~unless ~~arising~~default; ~~out~~8% ofdefault) ~~certain~~are ~~promissory~~secured ~~notes~~by first-priority inliens ~~lieu~~on ofthe anCompany’s ~~irrevocable~~Fintech ~~and~~(non-MVNO) ~~unconditional~~assets ~~release~~under ~~from~~separate ~~claims,~~security ~~demands,~~agreements. ~~debts,~~The ~~obligations,~~security ~~liabilities,~~agreements ~~and~~restrict ~~causes~~further ~~of action of any kind~~liens, require ~~known~~perfection orand ~~unknown,~~maintenance ~~arising~~of ~~out~~the ofsecurity orinterest, ~~related~~and toprovide ~~the~~UCC ~~debt~~remedies ~~and/or~~upon ~~judgment~~default.

On ~~May~~October 2217, 2025, ~~Cuentas~~the ~~entered~~Company ~~into~~also ~~settlement~~became obligated under the three ~~agreements~~unsecured ~~with~~notes ~~two~~issued to Mr. Maimon, Schulman and AM Law described under Item 1.01 above (each 2)% interest; 15% interest in case of ~~its~~default; optional ~~creditors:~~conversion at $0.42 per share; piggyback rights).

●Item ~~Cuentas settled with Ms~~3. ~~Alexandra Calicchio for $28,000, a judgement, including legal fees and interest, of a legal matter previously adjudicated in the courts of the State of Florida~~02. ~~Ms.~~Unregistered ~~Calicchio~~Sales ~~has simultaneously released Cuentas from any and all claims, liabilities, or obligations arising out~~ of ~~the~~Equity ~~same matter~~Securities.

●The ~~Cuentas~~WM ~~settled~~Notes ~~with~~(aggregate ~~EAdvance~~principal ~~Services LLC (“EAdvance”)~~$385,000) aand ~~New~~the ~~York~~three ~~limited~~October ~~liability company~~17, 2025 ~~for~~convertible ~~$60,000,~~notes asreferenced anabove ~~amount~~were ~~owed~~issued in ~~connection~~transactions ~~with~~not involving a ~~prior~~public ~~business relationship~~offering. ~~EAdvance~~The ~~has~~Company ~~simultaneously~~relied ~~released~~on ~~Cuentas~~the exemptions from ~~claims,~~registration ~~demands,~~provided ~~debts,~~by ~~obligations,~~Section ~~liabilities,~~4(a)(2) of the Securities Act and/or ~~causes~~Regulation ofD. ~~action~~The ofInvestor ~~any~~and ~~kind,~~the ~~known~~noteholders orrepresented to ~~unknown,~~the ~~arising~~Company ~~out~~that ofthey are sophisticated and/or ~~related~~“accredited toinvestors,” and the ~~prior~~transactions ~~business~~did ~~relationship~~not involve general solicitation. Any ~~All~~shares ~~UCC-1~~of ~~financing~~common ~~statements,~~stock ~~liens,~~issuable orupon ~~other~~conversion ~~claims~~of orthe ~~encumbrances~~notes ~~filed~~have ornot ~~asserted~~been byregistered ~~EAdvance~~and ~~were~~may ~~also~~not ~~deemed~~be ~~fully~~offered ~~satisfied,~~or ~~canceled,~~sold ~~and~~in ~~released~~the United States absent registration or an applicable exemption.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 18, 2025, the Company and Michael De Prado entered into a Confidential Separation Agreement. On October 21, 2025, Mr. De Prado resigned as President, Executive Vice Chairman and Chief Financial Officer. In connection with his separation, the Company agreed to pay $110,000 in cash and issued the two secured notes described in Item 2.03 above. The Separation Agreement includes customary mutual releases, confidentiality and non-disparagement provisions.

Mr. De Prado stated “This decision is made on the most amicable of terms, and I would like to emphasize that there are no disagreements or disputes between myself, management, the Board, or our Auditors. I have greatly valued my time with Cuentas Inc. and am proud of the contributions I have made toward the company’s growth and success. Working alongside such a dedicated and professional team has been an honor. I am proud to have co-founded Cuentas and to have contributed meaningfully to its vision, foundation, and growth. As I transition into a new professional capacity, I remain fully supportive of the company’s continued progress and am confident in its future success. I look forward to seeing Cuentas achieve new milestones for its shareholders and stakeholders, and I will continue to champion its mission in my ongoing new role as a substantial shareholder and it’s co-founder”.

Shalom Arik Maimon will serve as Interim Chief Financial Officer, effective immediately. The Board will commence a search initiative to identify qualified CFO candidates to present to the BOD for consideration and approval.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description
10.1†		Limited Liability Company Agreement – World Mobile LLC
10.11		Cuentas-World Mobile Convertibile Note Purchase Agreement One
10.2		Contribution Agreement – Cuentas, World Mobile
10.12		Cuentas-World Mobile Convertibile Note Purchase Agreement Two
10.3§		Subscription Agreement – World Mobile Group, World Mobile
10.13		Cuentas – Michael De Prado Separation Agreement
10.4		Side Letter One – Cuentas, World Mobile Group, World Mobile
10.14		Cuentas – Michael De Prado Secured Promissory Note One
10.5§†		Side Letter Two – Cuentas, World Mobile Group, World Mobile
10.15		Cuentas – Michael De Prado Security Agreement Note One
10.6		Membership Interest Purchase Agreement – Cuentas, Brooksville FL Partners
10.16		Cuentas – Michael De Prado Secured Promissory Note Two
10.7		Joint Personal Guaranty – Crosshair Media Placement
10.17		Cuentas – Michael De Prado Security Agreement Note Two
10.8		Settlement Agreement – Cuentas, 1800 Diagonal Lending
10.18		Cuentas – Michael De Prado Licensing Agreement
10.9		Settlement Agreement – Cuentas, Alexandra Calicchio
10.19		Cuentas – Michael De Prado Allonge to Secured Promissory Note
10.10		Settlement Agreement – Cuentas, EAdvance Services
10.20		Cuentas –Promissory Notes to AM Law
10.21		Cuentas –Promissory Notes to Shalom Arik Maimon
10.22		Cuentas –Promissory Notes to Matt Schulman
10.23		Cuentas –Notice of Conversion - Arik Maimon
10.24		Cuentas –Notice of Conversion - AM Law
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

§ Schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant will furnish copies of any such schedules and exhibits to the SEC upon request.

† Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit have been omitted by means of marking such portions with asterisks as the identified confidential portions are both not material and are the type of information that the registrant treats as private or confidential. The registrant agrees to supplementally furnish an unredacted copy of this exhibit to the SEC upon its request.

SIGNATURE

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

	CUENTAS INC.
Date: May 28, 2025	By:	/s/ Shalom Arik Maimon
Date: October 23, 2025	By:	/s/ Shalom Arik Maimon
		Shalom Arik Maimon
		Chief Executive Officer

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