Short Term Credit

12 Months Ended

Dec. 31, 2025

NOTE 4 – SHORT TERM CREDIT

On February 7, 2024, the Company entered into an agreement with 1800 Diagonal Lending LLC, an accredited investor (the “Investor”), pursuant to which the Company sold the investor an unsecured original issuance discount promissory note in the principal amount of $178 (the “February Promissory Note”). The Company received net proceeds of $150 in consideration of issuance of the February Promissory Note after original issue discount of $23 and legal fees of $5. The aggregate debt discount of $28 is amortized to interest expenses over the respective term of the note. The February Promissory Note incurs a one-time interest charge of 12% which is added to the principal balance, has a maturity date of November 15, 2024, and requires monthly payments of principal and interest of $22 beginning on March 15, 2024. The February Promissory Note may be convertible into common shares of the Company at any time following an event of default at a rate of 65% of the lowest trading price of the Company’s common stock during the ten prior trading days. In addition, upon default, the Company must repay an amount equal to 150% of the then outstanding amount of principal and accrued interest combined.

On April 22, 2024, the Company entered into a second agreement with the Investor, pursuant to which the Company sold the investor an unsecured original issuance discount promissory note in the principal amount of $96 (the “April Promissory Note”). The Company received net proceeds of $75 in consideration of issuance of the April Promissory Note after original issue discount of $16 and legal fees of $5. The aggregate debt discount of $21 is amortized to interest expenses over the respective term of the note. The April Promissory Note incurs a one-time interest charge of 12% which is added to the principal balance, has a maturity date of February 28, 2025, and requires monthly payments commencing October 2024. The April Promissory Note may be convertible into common shares of the Company at any time following an event of default at a rate of 65% of the lowest trading price of the Company’s common stock during the ten prior trading days. In addition, upon default, the Company must repay an amount equal to 150% of the then outstanding amount of principal and accrued interest combined. The April Promissory Note also provides that in the event of default in any other agreement signed by the Company and the Investor (including the February Promissory Note) the April Promissory Note shall at the Investor option, also be considered to be in a state of default.

As of December 31, 2024, the Company failed to pay the repayment amounts under the February Promissory Note and the April Promissory Note resulting in default of the February Promissory Note and April Promissory Note and calculated the balance of the notes payable at $226 and $163, respectively, recording a loss of $146 as result of the default to pay principal and interest of the February Promissory Note and April Promissory Note.

On May 14, 2025, the Company entered into a Settlement Agreement and Mutual Release (the “1800 Agreement”) with 1800 Diagonal Lending, LLC for the obligations under the February Promissory Note and the April Promissory Note. According to the 1800 Agreement the Company will pay $112.5, for the full release from all liabilities associated with the related judgment and promissory notes.

On May 27, 2025, full payment of $112.5 was made and on September 6, 2025, the reserve of shares held at the transfer agent were retired.

On April 12, 2024, the Company entered into a Purchase and Sale of Future Receipts Agreement (the “Purchase Agreement”) with EAdvance Services LLC. (the “Buyer”), pursuant to which the Company sold the Buyer future receipts of the Company in the principal amount of $80. The Company received net proceeds of $76 after origination fee of $4. The estimated cost of the financing of $40 is amortized to interest expenses over the respective term of the financing, 28 weeks. The Estimated weekly payment based on gross sales calculation was $4. As of December 31, 2024, the Company failed to make the weekly payments resulting in default of the Purchase Agreement and calculated the balance of the financing arrangement at $367.

On May 22, 2025, the Company settled outstanding obligations with EAdvance Services LLC for $60, with cancellation of all prior UCC filings, liens, encumbrances, or personal guarantees relating to the claim. Mutual releases were also executed by both parties. The Company recorded $185 default interest expenses for the period from January 1, 2025 through May 22, 2025, and income of $491 upon the extinguishment of debt.

	C.	On September 22, 2025 and October 1, 2025, Cuentas, Inc. (the “Company”) entered into two Convertible Note Purchase Agreements with World Mobile Group Ltd. (the “Investor”) for aggregate principal of $385 (the “WM Notes”). The first agreement provided for $260 of notes (Sept. 22, 2025) and the second provided for $125 of notes (Oct. 1, 2025). The WM Notes are convertible into shares of the Company’s common stock pursuant to their terms. Closings occurred on the agreement dates. As conditions to closing, the Company agreed to deliver an irrevocable transfer-agent instruction letter and to provide a customary reserve 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 notes.

		As of December 31, 2025, the balance (including interest) is $392 thousand.

		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.

	D.	On October 17, 2025, the Company issued a convertible promissory note to Matthew Schulman, the Company’s VP of Compliance, in the principal amount of $113 (the “Schulman Note”). The Schulman Note bears interest at a rate of 2.0% per annum. All outstanding principal and accrued interest are due and payable upon the earlier of (i) the consummation of an equity financing transaction of at least $2,000 (a “Qualified Financing”) or (ii) October 17, 2026.

		The Schulman Note grants the holder a right to convert the principal balance into shares of the Company’s common stock at a conversion price of $0.42 per share. Additionally, the Company maintains a right to mandate conversion of the note and accrued interest at the same price of $0.42 per share upon the occurrence of a Qualified Financing or at the maturity date. As of December 31, 2025, the full principal amount remains outstanding.

	E.	On October 17, 2025, the Company issued a convertible promissory note to AM LAW LLC in the principal amount of $308. The note bears interest at a rate of 2.0% per annum. All outstanding principal and accrued interest are due and payable upon the earlier of (i) the consummation of an equity financing transaction of at least $2,000 (a “Qualified Financing”) or (ii) October 17, 2026.

		The AM LAW LLC Note grants the holder a right to convert the principal balance into shares of the Company’s common stock at a conversion price of $0.42 per share. Additionally, the Company maintains a right to mandate conversion of the note and accrued interest at the same price of $0.42 per share upon the occurrence of a Qualified Financing or at the maturity date.

		On October 23, 2025, the holder converted $154 of the principal amount into 366,666 shares of common stock at a conversion price of $0.42 per share. As of December 31, 2025, the remaining principal balance of $154 remains outstanding.

	F.	On October 17, 2025, the Company issued a convertible promissory note to Shalom Arik Maimon, in the principal amount of $586. The note bears interest at a rate of 2.0% per annum. All outstanding principal and accrued interest are due and payable upon the earlier of (i) the consummation of an equity financing transaction of at least $2,000 (a “Qualified Financing”) or (ii) October 17, 2026.

		The Shalom Arik Maimonin Note grants the holder a right to convert the principal balance into shares of the Company’s common stock at a conversion price of $0.42 per share. Additionally, the Company maintains a right to mandate conversion of the note and accrued interest at the same price of $0.42 per share upon the occurrence of a Qualified Financing or at the maturity date.

		On October 23, 2025, the holder converted $293 of the principal amount into 697,723 shares of common stock at a conversion price of $0.42 per share. As of December 31, 2025, the remaining principal balance of approximately $293 thousand remains outstanding.

	G.	On September 18, 2025, the Company and Michael De Prado executed a Confidential Separation Agreement and related financing documents. The Company agreed to pay $110 in cash and issued two secured promissory notes: (i) a $473 note bearing interest at 2.0% per annum, maturing upon the earlier of a qualified financing of at least $2,000 or one year from issuance (18% default interest), with the holder’s right to convert up to 50% into common stock at $0.42 per share; and (ii) a $200 note maturing one year from issuance, with the holder’s option at maturity to require either full cash payment or transfer, via certificate of sale, of all non-telecom/MVNO assets comprising the Company’s Fintech division (no cash interest unless in default; 8% default interest). Each note is secured by a first-priority security interest in the Company’s Fintech (non-MVNO) assets under separate security agreements. These agreements were fully consummated on October 21, 2025 upon release of escrowed deliverables by the escrow agent. As of December 31, 2025, the entire principal amount remains outstanding.

		On September 18, 2025, the Company entered into a 16-month license with Mr. De Prado granting use and access to the Fintech assets; MVNO assets are excluded. The Fintech assets are held in escrow by AM Law pending the holder’s exercise of the Note Two option.

Cuentas Inc. 10-K