Cuentas Inc. 8-K

What Happened

• On January 7, 2026, Cuentas, Inc. announced it entered a Limited Liability Company Agreement with Tummo Road LLC to form World Mobile Media Group LLC (the “JV”), intended to operate an over‑the‑top (OTT) media and digital content platform publicly branded as “World Mobile Media” or “WMM,” including a continuous channel called “WMM 24/7.” The parties plan to file the JV’s certificate of formation by January 21, 2026.
• Under the agreement Cuentas will hold a 51% membership interest and Tummo will hold 49%. Each party will designate one member as a Managing Member to jointly run day‑to‑day operations. Certain major actions (e.g., specified mergers, acquisitions, dissolutions, significant asset dispositions/licenses, or changes to allocations/tax treatment) require prior written consent of members holding at least 66 2/3% of membership interests.

Key Details

• Ownership split: Cuentas 51% / Tummo 49%.
• Timing: LLC agreement dated January 7, 2026; certificate of formation to be filed by January 21, 2026.
• Financial reporting: JV must provide unaudited quarterly financials within 30 days of quarter‑end and audited annual financials within 90 days of year‑end; allocations of net income/loss are 51%/49% and Cuentas’ Board will review allocations before finalizing.
• Funding note: Tummo agreed to “assist to coordinate” a Securities Purchase Agreement for $400,000 payable to Cuentas, of which $150,000 will be made available to the JV.
• Other terms: Transfer restrictions on membership interests; dispute resolution via mediation then expedited arbitration (American Arbitration Association in Dover, Delaware).

Why It Matters

• This agreement puts Cuentas in majority control of a new joint venture focused on streaming and digital content, a strategic expansion beyond its current operations that could create a new revenue channel if the JV launches and scales.
• The JV agreement includes investor protections and governance limits (major actions need 66 2/3% consent), standardized financial reporting timelines, and an upfront funding arrangement reference ($400k SPA, $150k to the JV), which are material operational and financing facts investors should watch.
• Retail investors should monitor future disclosures for (1) formal formation of the JV, (2) details on the planned funding/Securities Purchase Agreement, (3) appointments to the JV management team, and (4) the JV’s financial results or any equity/finance transactions that could affect Cuentas’ cash position or ownership.