UNITED STATES OF AMERICA

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

~~(Mark~~☒ ~~One~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☒For ~~QUARTERLY~~the ~~REPORT~~fiscal ~~PURSUANT~~quarter TOended ~~SECTION~~March ~~13 OR~~31, ~~15(D) OF THE SECURITIES EXCHANGE ACT OF 1934~~2026

~~FOR~~☐ ~~THE~~TRANSITION ~~QUARTERLY~~REPORT ~~PERIOD~~PURSUANT ~~ENDED:~~TO ~~SEPTEMBER~~SECTION 13 ~~30,~~OR ~~2025~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐For ~~TRANSITION~~the ~~REPORT~~transition ~~PURSUANT~~period TOfrom ~~SECTION 13~~_______________ ORto ~~15(D) OF THE SECURITIES EXCHANGE ACT OF 1934~~_______________

For the transition period from ______________ to ______________

Commission File Number: 001-39973

CUENTAS, INC.

(Exact name of Registrant as specified in its charter)

Florida		20-3537265
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

235 Lincoln Rd., Suite 210, Miami Beach, FL 33139

(Address of principal executive offices)

305-537-6832

(Registrant’s telephone number)

Securities registered ~~under~~pursuant to 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

None

~~Indicate~~Securities byregistered ~~check~~pursuant ~~mark whether the registrant (1) has filed all reports required~~ to ~~be filed by~~ Section 13 ~~or 15(d) of the Securities Exchange Act of 1934 during the preceding~~ 12 ~~months~~ (~~or for such shorter period that the registrant was required to file such reports~~g)~~, and (2) has been subject to such~~ ~~filing~~of ~~requirements for~~ the ~~past 90 days. Yes ☐ No ☒~~Act:

~~Indicate~~Common byStock, ~~check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232~~$0.~~405 of~~001 ~~this~~par ~~chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒~~value

Warrants

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-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. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of ~~November~~May 2815, ~~2025~~2026, the issuer had 27,~~730~~952,~~058~~797 shares of its common stock issued and outstanding.

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CUENTAS, INC.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

AS OF ~~SEPTEMBER~~MARCH 3031, ~~2025~~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 - 1210

CUENTAS, INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS

(USD in thousands except share and per share data)

	September 30,			December 31,
	March 31,			December 31,
	2025			2024
	2026			2025
Assets
Current Assets
Cash and cash equivalents	$	-72			1557
Accounts Receivables – related parties		271			271
Investment in unconsolidated entities held for sale		-			800
Other receivables – related parties		472			513
Other current assets		-			25
Other receivables		17			-
Total Current Assets		~~271~~832			~~1,111~~841
Total assets	$	271			1,111
Investment in unconsolidated entity		52			121
Total assets	$	884			962
Liabilities and Stockholders’ Deficit
Current Liabilities
Trade payable		1,~~733~~398			21,~~122~~545
Other accounts liabilities		1,~~377~~173			1,~~107~~246
Warrants liability, net		90			90
Liability to an unconsolidated entity		80			175
Notes and Loan payable		508			962
Warrants liability, net		194			127
Total Current Liabilities		3,708			4,281
Notes and Loan payable		1,466			1,817
Total Liabilities		3,708			4,281
Total Current Liabilities		4,311			4,910
Total Liabilities		4,311			4,910
Stockholders’ Deficit
Common stock, 0.001 par value each: 50,000,000 shares authorized as of September 30, 2025 and December 31, 2024, respectively; issued and outstanding 2,719,668 shares as of September 30, 2025 and December 31, 2024.		3			3
Common stock, 0.001 par value each: 27,692,308 shares authorized as of March 31, 2026 and December 31, 2025, respectively; issued and outstanding 7,942,407shares as of March 31, 2026 and 4,377,388 as of December 31, 2025.		8			4
Additional paid-in capital		5556,~~165~~921			55,~~115~~836
Treasury Stock		(33	)		(33	)
Accumulated deficit		(58,572	)		(58,255	)
Receipts on account of shares		-			71
Total Stockholders’ Deficit		(3,437	)		(3,170	)
Accumulated deficit		(60,323	)		(59,826	)
Total Liabilities and Stockholders’ Deficit	$	271			1,111
Total Stockholders’ Deficit		(3,427	)		(3,948	)
Total Liabilities and Stockholders’ Deficit	$	884			962

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

CUENTAS, INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS

(USD in thousands except share and per share data)

	Nine months ended						Three months ended
	Three months ended
	September 30						September 30
	March 31
	2025			2024			2025			2024
	2026			2025
Revenues from related party	$	-		$	81		$	-		$	4
Operating expenses
Revenues from other		-			595			-			-
Selling, General and administrative expenses		(333	)		(283	)
Total revenues		-			676			-			4
Total Operating expenses		(333	)		(283	)
Cost of revenues from related party		-			(565	)		-			-
Operating loss		(333	)		(283	)
Other cost of revenues		-			(195	)		-			(11	)
Other expenses
Total cost of revenues		-			(760	)		-			(11	)
Interest (expenses) income, net		(28	)		(116	)
Gross loss		-			(84	)		-			(7	)
Gain (loss) from Change in fair value of derivative warrants liability, net		(67	)		-
Operating expenses
Total other expenses		(95	)		(116	)
Amortization of Intangible assets		-			(2	)		-			-
Company’s share of equity losses		(69	)		-
Loss on impairment of intangible asset		-			(17	)		-			-
Net loss	$	(497	)	$	(399	)
Selling, General and administrative expenses		(899	)		(1,542	)		(296	)		(299	)
Loss per share (basic and diluted)		(0.09	)		(0.15	)
Total Operating expenses		(899	)		(1,561	)		(296	)		(299	)
Basic and diluted weighted average number of shares of common stock outstanding		5,534,501			2,919,668
Operating loss		(899	)		(1,645	)		(296	)		(306	)
Other expenses
Other income (loss), net					417			-			(9	)
Interest (expenses) income, net		(20	)		(98	)		-			(57	)
Income (loss) upon extinguishment of debt and default costs to pay principal and interest, net		602			(309	)		-			(110	)
Gain from Change in fair value of derivative warrants liability, net		-			682			-			83
Loss on impairment of held for sale investment in unconsolidated entities		-			(1,916	)		-			-
Loss on sale of investment in unconsolidated entity		-			(47	)		-			-
		-			-			-			-
Total other expenses		582			(1,271	)		-			(93	)
Net loss	$	(317	)	$	(2,916	)	$	(296	)	$	(399	)
Loss per share (basic and diluted)		(0.12	)		(0.98	)		(0.11	)		(0.13	)
Basic and diluted weighted average number of shares of common stock outstanding		2,719,668			2,972,994			2,719,668			2,972,994

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

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			~~Accumulated~~Receipts ~~deficit~~on account of shares			~~Total~~Accumulated ~~stockholders’~~ deficit			Total stockholders’ deficit
BALANCE AT DECEMBER 31, 2024		2,719,668		3		55,115		(33	)		(58,255	)		(3,170	)
BALANCE AT DECEMBER 31, 2025		4,377,388		4		55,836		(33	)		71			(59,826	)		(3,948	)
Share based Compensation		-		-		50		-			-			50
Issuance of shares		1,799,906		2		669		-			(71	)		-			600
Net loss for the period		-		-		-		-			(317	)		(317	)
Conversion notes		1,515,113		2		373		-			-			-			375
BALANCE AT SEPTEMBER 30, 2025		2,719,668		3		55,165		(33	)		(58,572	)		(3,437	)
Share based Compensation		250,000		-		43		-			-			-			43
Net loss for the period		-		-		-		-			-			(497	)		(497	)
BALANCE AT MARCH 31, 2026		7,642,407		8		56,921		(33	)		-			(60,323	)		(3,427	)

	Number of Shares (**)		Amount		Additional paid-in capital		Treasury stock			Accumulated deficit			Total stockholders’ deficit
	Number of Shares		Amount		Additional paid-in capital		Treasury stock			Accumulated deficit			Total stockholders’ deficit
BALANCE AT JUNE 30, 2025		2,719,668		3		55,152		(33	)		(58,276	)		(3,154	)
BALANCE AT DECEMBER 31, 2024		2,719,668		3		55,115		(33	)		(58,255	)		(3,170	)
Share based Compensation		-		-		1318		-			-			1318
Net loss for the period		-		-		-		-			(~~296~~399	)		(~~296~~399	)
BALANCE AT SEPTEMBER 30, 2025		2,719,668		3		55,165		(33	)		(58,572	)		(3,437	)
BALANCE AT MARCH 31, 2025		2,719,668		3		55,133		(33	)		(58,654	)		(3,551	)

	Number of Shares (**)		Amount		Additional paid-in capital		Treasury stock			Accumulated deficit			Total stockholders’ deficit
BALANCE AT DECEMBER 31, 2023		2,719,668		3		54,906		(33	)		(54,946	)		(70	)
Share based Compensation		-		-		194		-			-			194
Net loss for the period		-		-		-		-			(2,916	)		(2,916	)
BALANCE AT SEPTEMBER 30, 2024		2,719,668		3		55,100		(33	)		(57,862	)		(2,792	)

	Number of Shares (**)		Amount		Additional paid-in capital		Treasury stock			Accumulated deficit			Total stockholders’ deficit
BALANCE AT JUNE 30, 2024		2,719,668		3		55,026		(33	)		(57,463	)		(2,426	)
Share based Compensation		-		-		33		-			-			33
Net loss for the period		-		-		-		-			(399	)		(399	)
BALANCE AT SEPTEMBER 30, 2024		2,719,668		3		55,100		(33	)		(57,862	)		(2,792	)

CUENTAS, INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(USD in thousands)

	Nine months ended
	Three months ended
	September 30,
	March 31,
	2025			2024
	2026			2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(~~317~~497	)	$	(~~2,916~~399	)
Adjustments required to reconcile net loss to net cash used in operating activities:
Stock based compensation and shares issued for services		5043			~~194~~18
Amortization of discounts and accrued interest on loans		2022			84116
(Income) loss upon extinguishment of debt and default costs to pay principal and interest, net		(602	)		309
Gain from change in fair value of derivative warrants liability		67
Loss on impairment of an investment in an unconsolidated entity		-			1,916
Company’s share of equity losses		69			-
Loss on sale of an unconsolidated entities		-			65
Loss on impairment of intangible asset		-			17
Gain from change in fair value of derivative warrants liability		-			(682	)
Depreciation expense		-			2
Amortization of intangible assets		-			2
Changes in Operating Assets and Liabilities:
Increase in accounts receivable – other		-			(765	)
Decrease in other current assets		(17	)		157
Decrease in other current assets		-			64
Changes in related parties, net		41			36
Changes in related parties, net		732			149
(Decrease) increase in accounts payable		(147	)		57
(Decrease) increase in accounts payable		(1,120	)		1,628
Increase (decrease) in other accounts liabilities		229			-
Increase (decrease) in other accounts liabilities		270			(648	)
Net cash used in operating activities		(190	)		(15	)
Decrease in deferred revenue		-			(11	)
Net cash used in operating activities		(967	)		(592	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of investments in unconsolidated entities		~~825~~-			81-
Net cash provided by (used in) investing activities		~~825~~-			81
CASH FLOWS FROM FINANCE ACTIVITIES:
Short term loans received		300			390
Issued shares		300			-
Short term loans repaid		(173	)		(69	)
Repayment of loan from a related party		(95	)		-
Net cash provided by finance activities		~~127~~205			~~321~~-
DECREASE IN CASH AND CASH EQUIVALENTS		(15	)		(~~190~~15	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		1557			~~205~~15
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	-72		$	15-
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTMENT AND FINANCING ACTIVITIES:
Sale of investment in an unconsolidated entity		-			144
Issuance of Shares of common stock upon conversion of notes		373			-
Cash paid during the period for interest		-			14
Issuance of Shares of common stock in settlement of other liabilities		300			-
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

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 September 21, 2005. The Company owns 100% of Meimoun & Mammon LLC, a wholly owned subsidiary that is licensed to provide telecommunications services, but currently has no operations. The Company 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.

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 $50 to Cuentas as a refundable Security Deposit upon signing the LOI. This LOI serves as a preliminary expression of intent between World Mobile and Cuentas and is not legally binding, except where explicitly stated.

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 will hold a 51% membership interest and World Mobile will hold a 49% membership interest in the JV Company, with World Mobile’s appointee serving as the sole managing member. Profits, losses, and cash distributions of the JV Company are generally allocated 85% to World Mobile Group and 15% to the Company, except that for certain “Cuentas-related Brands,” such allocations are 85% to Cuentas and 15% to World Mobile Group. The Company contributes rights, title, and interest in its MVNO business (including the PLUM contract) to the JV Company, while World Mobile contributes $300 in capital.

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.

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~~March 3031, ~~2025~~2026, the Company had $172 in cash and cash equivalents, $3,~~154~~479 in negative working capital, shareholder’s deficit of $3,~~154~~427 and an accumulated deficit of $5860,~~276~~323. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Company’s ability to continue as a going concern is dependent upon raising capital from financing transactions and revenue from operations. Management anticipates their business will require substantial additional investments that have not yet been secured. Management is continuing in the process of fund raising in the private equity and capital markets as the Company will need to finance future activities. ~~After the balance sheet date the Company liquidated its interest in Brooksville and reached several settlement agreements with some of its creditors~~ . These financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.

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 for three-months ended March 31, 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.

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 ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, the Company was not required to adopt any recently issued accounting standards.

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

~~OLB~~Convertible ~~Group, Inc. settlement agreement.~~notes

~~Further~~On toFebruary ~~Note 3c in the Consolidated Financial Statements as of December 31~~23, ~~2024~~2026, onWorld ~~May~~Mobile ~~23,~~Group ~~2025~~Ltd. ~~the~~exercised ~~Company~~its ~~and~~conversion ~~OLB~~rights ~~signed~~regarding athe ~~settlement~~$260 ~~agreement~~convertible ~~according~~promissory tonote which ~~to cover~~was ~~all~~converted ~~outstanding~~in ~~balance,~~its ~~OLB~~entirety ~~will~~in ~~pay~~exchange ~~the~~for ~~Company~~1,277,018 ~~upon~~common ~~singing~~shares, ~~the~~equal ~~agreement~~to ~~$25~~approx. ~~and~~18.5% ~~additional~~of ~~$25~~Cuentas ~~as credited~~equity..

~~1800~~On ~~Diagonal~~March ~~Lending~~9, ~~LLC~~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.

Further to Note 5a in the Consolidated Financial Statements as of December 31, 2024, 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.

Disposal of Ownership Interest in Brooksville Development Partners

Further to Note 3b in the Consolidated Financial Statements as of December 31, 2024, on May 22, 2025, the Company signed a Membership Interest Purchase Agreement (MIPA) with Brooksville FL Partners, LLC (“Buyer”) the holder of the minority stake in Brooksville, for the sale of its full interests in Brooksville for total consideration of $800. Accordingly, the entire investment was classified to Investment in Unconsolidated Entities Held for Sale.

On May 27, 2025, the MIPA closing took place and the Escrow agent received $800 from the Buyer. The Escrow agent completed payments to Cuentas’ 4 major creditors whose total debt of $1,140 was settled for approx. $666.3

EAdvance Services LLC.

Further to Note 5b in the Consolidated Financial Statements as of December 31, 2024, 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.

Settlement of Legal and Other Contingencies

Crosshair Media Placement, LLC: On May 13, 2025, Cuentas’ President and CEO provided a Joint Personal Guaranty to Crosshair Media Placement, LLC for the full payment of amounts owed by Cuentas pursuant to a judgment totaling $454 plus interest and attorney’s fees. On May 13, 2025, the Company’s President and Chief Executive Officer executed a joint personal guaranty in favor of Crosshair Media Placement, LLC, securing the full payment of amounts owed by the Company pursuant to a judgment in the amount of $454, plus accrued interest and attorney’s fees. Pursuant to an agreement with Crosshair Media Placement, LLC’s legal counsel, the parties agreed to a full and final settlement in the amount of $466, inclusive of interest and legal fees. Payment was remitted on May 27, 2025, by the escrow agent in connection with the closing of the Membership Interest Purchase Agreement.

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)

On February 8, 2023, a former employee of the Company, filed a complaint for breach of employment agreement alleging the Company failed to pay her certain compensation she alleges she was entitled to upon her resignation. On May 22, 2025, the Company entered into a settlement agreement to resolve a previously adjudicated legal matter with a full and final payment of $28, inclusive of interest and legal fees. The settlement included mutual releases of claims by both parties.

Convertible notes

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.

On September 18, 2025, the Company and Mr. De Prado executed a Confidential Separation Agreement and related financing documents. In connection with his departure, the Company agreed to pay $110 in cash and issued two secured promissory notes to Mr. De Prado: (i) Note One in the principal amount of $473, bearing interest at 2.0% per annum, maturing upon the earlier of (A) a qualified financing of at least $2,000 or (B) one year from issuance (default interest 18%); and (ii) Note Two in the principal amount of $200, maturing on the first anniversary of issuance, with the holder’s exclusive option at maturity to require either cash payment of all outstanding principal and accrued interest or the transfer 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

On October 17, 2025, the Company issued three additional unsecured convertible promissory notes: (i) a note to Shalom Arik Maimon (CEO) in the principal amount of $586; (ii) a note to Schulman in the principal amount of $113; and (iii) a note to AM Law in the principal amount of $308. Each bear’s interest at 2% per annum with 15% default interest and is voluntarily convertible at the holder’s option into common stock at $0.42 per share; the notes also provide piggyback registration rights. After issuance, Mr. Maimon instructed conversion of 50% of his note ($293) into 697,723 shares, and AM Law instructed conversion of 50% of its note ($154) into 366,666 shares, in each case at $0.42 per share.

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. ~~upon~~The ~~the~~Fintech ~~release~~assets were ofdelivered ~~the~~electronically ~~deliverables~~to ~~from~~Mr. ~~escrow~~De ~~by the~~Prado ~~escrow~~on ~~agent~~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.

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)

~~Engagement~~The ~~Letter~~agreement ~~with~~includes ~~Maxim~~restrictions on ~~Group~~transfers of membership interests (generally requiring the other member’s prior written consent), and provides for dispute resolution ~~LLC~~through mediation followed by binding, expedited arbitration administered by the American Arbitration Association in Dover, Delaware.

OnThe ~~October~~agreement ~~13,~~also ~~2025,~~states ~~the~~that ~~Company~~Tummo ~~entered into an engagement letter with Maxim Group LLC (~~“~~Maxim”), a registered broker-dealer and investment bank, pursuant to which~~shall ~~Maxim~~assist ~~was engaged~~ to ~~act~~coordinate asa ~~the~~Securities ~~exclusive~~Purchase ~~managing~~Agreement ~~underwriter and sole book-running manager~~ for a ~~proposed~~total ~~follow-on~~$400 in ~~public~~cash, ~~offering (the~~payable ~~“Offering”)~~to ~~of the Company’s common stock~~Cuentas, ~~par~~of ~~value~~which $~~0.001~~150 will ~~per~~be ~~share,~~made available ~~and/or~~to ~~units~~World ~~consisting~~Mobile ofMedia ~~common~~Group ~~stock and warrants~~LLC.”

~~Under~~On ~~the~~February ~~terms~~26, ~~of the engagement letter~~2026, the ~~Offering~~Company isentered ~~expected~~into a toSecurities bePurchase ~~conducted~~Agreement onwith aP.W. ~~firm~~Janssen ~~commitment~~(“Janssen”), ~~basis~~coordinate ~~and~~with ~~may~~the ~~include~~assistance anof ~~overallotment option~~Tummo, ~~for~~pursuant up to ~~15%~~which the ~~additional~~Company ~~securities.~~issued ~~Maxim~~and issold ~~entitled~~ to ~~receive~~Janssen 714,286 share anof ~~underwriting~~the ~~discount~~Company’s ofcommon 8%stock of (the ~~public~~“Shares”), ~~offering~~and ~~price~~a ~~and~~five-year ~~underwriter~~warrant ~~warrants~~to ~~equal~~purchase up to 714,286 additional 8%shares of common stock (the ~~total~~“Warrant”) ~~number~~, offor ~~securities~~aggregate ~~sold~~gross inproceeds of ~~the~~$300 ($0.42 per ~~Offering~~unit). ~~These~~The ~~warrants~~exercise ~~will~~price beof ~~exercisable~~the ~~six~~Warrant ~~months after~~is ~~the~~$0.42 per ~~effective~~share, ~~date~~subject ofto ~~the~~anti-dilution ~~registration~~adjustments. ~~statement,~~The Company atgranted anJanssen ~~exercise~~piggyback ~~price~~registration ~~equal~~rights with respect to ~~100%~~the resale of the ~~public~~shares ~~offering~~issued ~~price,~~ and ~~will~~issuable ~~expire five~~pursuant ~~years~~to ~~after~~the ~~issuance~~Securities Purchase Agreement.

The Company agreed to pay Maxim an advance of $15 upon execution of the engagement letter, plus an additional $10 upon filing the registration statement, as reimbursement for accountable out-of-pocket expenses. In addition, the Company shall be responsible for all legal, regulatory, and related offering expenses, including Maxim’s legal fees up to $125 in the event of a closing, or $25 if no closing occurs.

The engagement letter also grants Maxim a right of first refusal for 18 months following the closing of the Offering to act as the Company’s exclusive underwriter, placement agent, or financial advisor in any future public or private equity, equity-linked, or debt offering (excluding bank debt).

The engagement letter includes standard indemnification and contribution provisions in favor of Maxim and its affiliates, customary lock-up requirements for company officers, directors, and major shareholders for a period of six months post-offering, and requires that the Company maintain NASDAQ or NYSE listing, audited PCAOB financial statements, and key man insurance.

This engagement letter was approved and signed by the Company’s Chief Executive Officer on October 13, 2025 and remains effective through August 31, 2026, unless earlier terminated under the conditions specified therein.

Hallo 015 Agreement

OnRelated to the agreement signed on November 112, 2025, ~~the~~between Company, through its subsidiary World Mobile LLC, ~~entered~~and ~~into a Distribution Agreement with~~ International Communications 015 Ltd (dba “Hallo 015”), an Israeli telecommunications distributor. ~~Under the agreement, Hallo 015 was granted a non-exclusive worldwide right to distribute the Company’s eSIM products through its authorized network of retailers and online channels. The~~ initial ~~term~~services ofwere ~~the~~provided ~~agreement~~starting isApril ~~three years with automatic one-year renewals unless terminated earlier in accordance with its terms~~2026. The arrangement provides for an initial purchase of 1,000 eSIMs at $0.15 per month per unit, with weekly billing based on first-use activation and a credit facility of $5 established for the distributor. The Distributor is responsible for Israel termination at its own cost and for maintaining regulatory compliance and sales support within its territory. The Company retains all intellectual-property rights and may adjust discounts or terminate for convenience upon 90 days’ written notice.

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.

NOTE 4 – STOCK OPTIONS

The following table presents the Company’s stock option activity for employees and directors of the Company for the three months ended March 31, 2026:

	Number of Options		Weighted Average Exercise Price
Outstanding at December 31, 2025		313,227	$	5.19
Granted		-		-
Exercised		-		-
Forfeited or expired		-		-
Outstanding at March 31, 2026		313,227	$	5.19
Number of options exercisable at March 31, 2026		313,227	$	5.19

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)

Directors and Executive Officers

The names of our director and executive officers and their ages, positions, and biographies are set forth below. Our executive officers are appointed by, and serve at the discretion of, our board of directors.

On October 21, 2025, Michael De Prado resigned as President, Executive Vice Chairman and Chief Financial Officer. In connection with his separation, the Company paid $110in cash and issued two secured promissory notes. Mr. De Prado’s resignation did not involve any disagreement with the Company on any matter relating to operations, policies or practices. The Board has initiated a process to identify qualified Chief Financial Officer candidates.

Changes in Internal Control over Financial Reporting

On June 30, 2025 our former Chief Financial Officer Mr. Zakai resigned from his position as Company’s CFO. On July 1, 2025, our Board of directors approved the nomination of Mr. Michael De Prado as Company’s Interim CFO. On July 1, 2025, our Board of directors approved the nomination of Mr. Michael De Prado as Company’s Interim CFO. On October 21, 2025, Michael De Prado resigned his position as Chief Financial Officer as part of his full separation agreement. On November 6, 2025, our Board of directors approved the nomination of Mr. Ofek Suchard as Company’s Interim CFO.

NOTE 4 – STOCK OPTIONS

The following table presents the Company’s stock option activity for employees and directors of the Company for the three months ended September 30, 2025:

	Number of Options		Weighted Average Exercise Price
Outstanding at December 31, 2024		346,688	$	8.21
Granted		-		-
Exercised		-		-
Forfeited or expired		-		-
Outstanding at Septemer 30, 2025		346,688	$	8.21
Number of options exercisable at September 30, 2025		346,688	$	8.21

The aggregate intrinsic value of the awards outstanding as of September 30, 2025 is $0. These amounts represent the total intrinsic value, based on the Company’s stock price of $0.11 as of September 30, 2025, less the weighted exercise price. This represents the potential amount received by the option holders had all option holders exercised their options as of that date.

Costs incurred in respect of stock-options compensation for employees and directors, for the nine months ended September 30, 2025 and 2024 were $50 and $194, respectively. These expenses are included in General and Administrative expenses in the Statements of Operations.

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 ~~stock~~aggregate ~~options~~intrinsic value of the awards outstanding as of March ~~September~~31, 302026 is $0. These amounts represent the total intrinsic value, ~~2025~~based ~~and~~on ~~December~~the Company’s stock price of $0.25 as of March 31, ~~2024~~2026, less ~~have~~the ~~been~~weighted ~~separated~~exercise ~~into~~price. ~~exercise~~This ~~prices,~~represents the potential amount received by the option holders had all option holders exercised their options as ~~follows:~~of that date.

Exercise price	Stock options outstanding		Weighted average remaining contractual life – years		Stock options exercisable
36.4		75,768		5.07		75,768
0.32		270,920		9.15		270,920

The stock options outstanding as of March 31, 2026 have been separated into exercise prices, as follows:

Exercise price	Stock options outstanding		Weighted average remaining contractual life – years		Stock options exercisable
36.4		42,307		5.66		75,767
0.32		270,920		7.90		270,920
		313,227				323,227

NOTE 5 – RELATED PARTIES

~~A. Transactions and balances~~ Balances with related parties and officers:

	Nine months ended September 30,
	As of March 31,		As of December 31,
	2025		2024
	2026		2025
Sales:
Next Communications INC (a company controlled by Arik Maimon Company’s Chairman of the Board and CEO)	271		271
Sales to SDI Cuentas LLC (formerly related party see Note 3.C)	$	-	$	81
Other accounts receivables
Total sales to related parties	$	-	$	81
Arik Maimon Company’s Chairman of the Board and CEO		230		271
Cost of sales:
Michael De Prado former Company’s CEO		242		242
Cost of sales from Next Communications INC (a company controlled by Arik Maimon, Company’s Chairman of the Board and CEO) (a)	$	-	$	565
		472		513
Total sales to related parties	$	-	$	565
Other accounts receivables
Notes payable
Arik Maimon Company’s Chairman of the Board and CEO		294		294
Michael De Prado former Company’s CEO		675		675
		969		969

B. Balances with related parties and officers:

	As of September 30,		As of December 31,
	2025		2024
Next Communications INC (a company controlled by Arik Maimon Company’s Chairman of the Board and CEO)		271		271
Current assets – Accounts receivables		271		271
Total Due from related parties		271		271

(a) On June 26, 2009 the Company and Next Communications Inc. (“Next”) entered into Bilateral Wholesale Carrier Agreement according to which the Company and Next will provide and purchase from time to time telecommunications transport services from each other and to other carriers at price determined in the agreement and as may mutually change from time to time. The Agreement shall continue on a month-to-month basis unless either Party notifies the other in writing not less than 30 days prior of its intent to terminate this Agreement.

CUENTAS, INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

(USD in thousands, except share and per share data)

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.

~~A. Revenue by product:~~10

	Nine months ended September 30,
	2025		2024
Telecommunications	$	-	$	26
Wholesale telecommunication services		-		569
Digital products and General Purpose Reloadable Cards		-		81
Total revenues	$	-	$	676

B. Gross profit (loss) by product:

	Nine months ended September 30,
	2025		2024
Telecommunications	$	-	$	8
Wholesale telecommunication services		-		4
Digital products and General Purpose Reloadable Cards		-		(96	)
Total Gross Loss	$	-	$	(84	)

C. Long lived assets by product:

	September 30,		December 31,
	2025		2024
Telecommunications	$	-	$	2
Wholesale telecommunication services		-		-
Digital products and General Purpose Reloadable Cards		-		11
	$	-	$	13

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, ~~2024~~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, ~~2024~~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 own 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.

~~Since~~On ~~the~~September ~~first~~18, ~~quarter of 2023~~2025, ~~Cuentas made equity investments in real estate projects in Florida under~~ the ~~name~~Company ~~Cuentas~~entered Casa. Cuentas Casa partners with leading edge developers and construction technology companies to create sustainable, inclusive and affordable residential communities specifically designed to provide high quality housing alternatives at extremely competitive pricing. Our goal was to source land zoned and ready for development of multi-family buildings in strategic areas where rental prices are increasing dramatically, placing financial stress and pressure on working class families. Our real estate investments were intended to broaden our reach into ~~the unbanked, underbanked and underserved communities by using~~ a ~~patented,~~16-month ~~low cost, sustainable technology that should allow us to provide reasonably priced rental apartments~~license towith ~~working class residents who have been priced out of rental communities due to severe rent hikes in Florida and other areas in the United States~~Mr. WeDe ~~believed~~Prado ~~that~~granting ~~providing~~use ~~affordable apartments to the Hispanic Latino~~ and ~~other~~access ~~immigrant communities in Florida will enable us~~ to ~~introduce them our fintech solutions and generate revenue. Due to liquidity issues impeding~~ the ~~operation~~Fintech ~~and~~assets ~~development of its core mobile fintech and carrier services, on April 3, 2024, the limited liability company in which Cuentas had a 63.9% equity interest~~ (~~“Brooksville~~as ~~Development~~detailed ~~Partners, LLC” or “BDP”), entered into an agreement to sell the vacant land located~~ in ~~Brooksville,~~Schedule ~~Florida (the “Brooksville Property”~~A); ~~The~~MVNO ~~Brooksville~~assets ~~Property~~are ~~was originally purchased by BDP on April 28, 2023 for $5~~excluded.05 ~~million,~~The $2Fintech ~~million of which was contributed by Cuentas. On May 27, 2025, Cuentas sold its 63.9% equity interest in the~~assets ~~Brooksville~~were ~~Property~~delivered ~~for~~electronically ~~$800,000~~ to ~~Brooksville FL Partners, LLC (the “Buyer”), an existing minority member of BDP~~Mr. ~~The~~De ~~funds were~~Prado ~~distributed~~on ~~by a mutually agreed escrow agent, and Cuentas settled debts with 4 major creditors~~Jan. ~~The remaining funds were used for operating expenses. With these funds~~19, ~~the Company was able to settle debts totaling approx~~2026. ~~$1.132M with 4 major creditors for final actual cost of $666,356~~

On September 18, 2025, the Company and Michael De Prado executed a Confidential Separation Agreement and related financing documents. The Company agreed to pay $110,000 in cash and issued two secured promissory notes: (i) a $473,000 note bearing interest at 2.0% per annum, maturing upon the earlier of a qualified financing of at least $2,000,000 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 $200,000 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.

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); MVNO assets are excluded. The Fintech assets are held in escrow by AM Law pending the holder’s exercise of the Note Two option.

On October 17, 2025, the Company issued three additional unsecured convertible promissory notes: (i) to Shalom Arik Maimon (CEO) for $586,087.62; (ii) to Schulman for $112,900.11; and (iii) to AM Law for $308,000. Each bears interest at 2% per annum (default interest as provided in the notes), is convertible at the holder’s option at $0.42 per share, and includes piggyback registration rights. After issuance, Mr. Maimon instructed conversion of 50% of his note ($293,043.81) into 697,723 shares, and AM Law instructed conversion of 50% of its note ($154,000) into 366,666 shares, in each case at $0.42 per share.

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 usag, 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.

1411

RESULTS OF OPERATIONS

Comparison of the nine months ended ~~September~~March 3031, ~~2025~~2026 to the nine months ended ~~September~~March 3031, ~~2024~~2025

Revenue

Revenue by product for the nine months ended September 30, 2025, and the nine months ended September 30, 2024 are as follows:

	Nine Months Ended
	September 30
	2025		2024
	Dollars in thousands
Telecommunications	$	-	$	26
Wholesale telecommunication services		-		569
Digital products and General Purpose Reloadable Cards		-		81
Total revenue	$	-	$	676

Costs of Revenue and Gross profit

Cost of revenues during the nine months ended September 30, 2024 totaled $760,000.

Cost of revenue consists of the purchase of wholesale minutes for resale, related telecom platform costs and purchase of digital products in the amount of $565,000 during the nine months ended September 30, 2024.

Cost of revenue also consists of costs related to the sale of the Company’s Digital products and GPR Card in the amount of $177,000 during the nine months ended September 30, 2024.

Gross loss by product for the nine months ended September 30, 2025, and the nine months ended September 30, 2024 are as follows:

	Nine Months Ended
	September 30
	2025		2024
	Dollars in thousands
Telecommunications	$	-	$	8
Wholesale telecommunication services		-		4
Digital products and General Purpose Reloadable Cards		-		(96	)
Total Gross profit (loss)	$	-	$	(84	)

Operating Expenses

Operating expenses consist of selling, general and administrative Expenses ~~and amortization of Intangible assets as discussed below and~~ totaled $~~899~~333,000 during the ~~nine~~three months ended ~~September~~ 30March 31, ~~2025~~2026, compared to $1283,~~561,~~000 during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 representing a net ~~decrease~~increase of $~~662~~50,000.

Selling, General and Administrative Expenses

The table below summarizes our general and administrative expenses incurred during the periods presented:

	Nine Months Ended
	Three Months Ended
	September 30
	March 31
	2025		2024
	2026		2025
	Dollars in thousands
Officers compensation	$	~~584~~145	$	~~152~~186
Directors fees		~~125~~42		~~125~~42
Share-based compensation		5043		~~194~~18
Professional services		7620		~~556~~-
Legal fees		-83		~~127~~-
Payments in accordance with the processing service agreement with Incomm		-		100
Office expenses and other		-		37
Selling and Marketing		-		35
Total	$	333	$	283
Office expenses and other		64		253
Total	$	899	$	1,542

Other Income (Expenses)

Other ~~Income~~expenses totaled $~~582~~95,000 during the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026. Other ~~income~~expenses are comprised of ~~income~~loss ~~upon~~from ~~extinguishment~~change ofin ~~debt~~fair ~~net~~value of ~~default~~derivative ~~costs~~warrants toliability ~~pay principal~~ and interest

Other expenses totaled $1116,~~272,~~000 during the three ~~nine~~ months ended ~~September~~March 3031, ~~2024~~2025. Other ~~income (~~expenses) are ~~mainly~~ comprised of gain of $682,000 from change in fair value of derivative warrants liability issued as part of our February 2023 and August 2023 security offering and from income resulting from our settlement with InComm in the amount of $517,000, offset by Loss on impairment of our investment in Brooksville and Lakewood amounting to a total of $1,916,000.interest

Net Loss

We incurred a net loss of $~~317~~467,000 for the ~~nine~~three-month period ended ~~September~~March 3031, ~~2025~~2026, as compared to a net loss of $2399,~~916,~~000 for the ~~nine~~three-month period ended ~~September~~March 3031, ~~2024~~2025 .

Comparison of the three months ended September 30, 2025 to the three months ended September 30, 2024

Revenue

Revenue by product for the three months ended September 30, 2025, and the three months ended September 30, 2024 are as follows:

	Three Months Ended
	September 30
	2025		2024
	Dollars in thousands
Telecommunications	$	-	$	-
Wholesale telecommunication services		-		-
Digital products		-		4
Total revenue	$	-	$	4

Costs of Revenue and Gross profit

Cost of revenues during the three months ended September 30, 2024 totaled $11,000 .

Gross loss by product for the three months ended September 30, 2025, and the three months ended September 30, 2024 are as follows:

	Three Months Ended
	September 30
	2025		2024
	Dollars in thousands
Telecommunications	$	-	$	-
Wholesale telecommunication services		-		-
Digital products		-		(7	)
Total Gross profit (loss)	$	-	$	(7	)

Operating Expenses

Operating expenses consist of selling, general and administrative Expenses and amortization of Intangible assets as discussed below and totaled $296,000 during the three months ended September 30, 2025, compared to $299,000 during the three months ended September 30, 2024.

Selling, General and Administrative Expenses

The table below summarizes our general and administrative expenses incurred during the periods presented:

	Three Months Ended
	September 30
	2025		2024
	Dollars in thousands
Officers compensation and Directors fees	$	244	$	41
Share-based compensation		13		32
Professional services		22		182
Selling and Marketing		-		2
Office expenses and other		17		42
Total	$	296	$	299

Other Income ( Expenses )

Other expenses totaled $93,000 during the three months ended September 30, 2024.

Net Loss

We incurred a net loss of $296,000 for the three-month period ended September 30, 2025, as compared to a net loss of $399,000 for the three-month period ended September 30, 2024 due to the decrease in selling and general administrative expenses as described above.

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.

As of ~~September~~March 3031, ~~2025~~2026, the Company had total ~~current~~ current assets of $~~271~~832,000 including $072 of cash, accounts receivables of $271,000, ~~and~~other current assets– related parties of $472,000 and total current liabilities of $34,~~708~~311,000 creating a working capital deficit of $3,~~437~~479,000.

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 ~~September~~March 3031, ~~2025~~2026, the Company ~~had~~ had approximately $072 in cash and cash equivalents, approximately $3,~~437~~479,000 in negative working capital and an accumulated deficit of ~~approximately~~ approximately $5860,~~572~~323,000. These conditions raise substantial doubt about the Company’s ability to continue as a going concern as of ~~September~~March 3031, ~~2025~~ 2026.

1812

Cash Flows – Operating Activities

The Company’s operating activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, resulted in net cash used of $~~967~~190,000. Net cash used in operating activities consisted of a net ~~loss~~ loss of $~~317~~497,000, partially offset by non-cash expenses mainly consisting of share-based compensation of $5043,000 and ~~net~~changes ~~income upon extinguishment of debt~~ in ~~the amount of $582,000, Changes in~~ operating assets and liabilities utilized cash of $~~118~~136,000.

The Company’s operating activities for the ~~nine~~ three months ended March ~~September 30~~31, ~~2024~~2025, resulted in net cash used of $~~592~~15,000. Net cash used in operating activities consisted of a net loss of $2399,~~916,~~000, partially offset by non-cash expenses ~~mainly~~ consisting of share-based compensation of $~~194~~18,000 and ~~loss~~accrued interest on ~~impairment of~~loans ~~an investment in unconsolidated subsidiary~~ of $1116,~~916,~~000,. Changes in operating assets and liabilities utilized cash of $~~417~~250,000, resulting mainly from an increase in accounts receivable of $1,628,000 offset by increase in accounts receivable – related parties of $765,000 and decrease if other accounts liabilities of $648,000.

Cash Flows – Investing Activities

The Company’s investment activities for the nine months ended September 30, 2025 resulted in net cash provided by investment activities of $825,000 due to proceeds from sale of investments in unconsolidated entities.

The Company’s investment activities for the nine months ended September 30, 2024 resulted in net cash provided by investment activities of $81,000 due to proceeds from sale of an investment in an unconsolidated entity.

Cash Flows – Financing Activities

The Company’s financing activities for the ~~six~~three months ended ~~June~~March 3031, ~~2025~~2026, resulted in net cash received of $~~127~~205,000, mainly consisting of $300,000 received ~~short~~from ~~term~~issued ~~loans and~~shares and $~~173~~95,000 repayment of loans.

The Company’s financing activities for the three months ended September 30, 2024, resulted in net cash received of $321,000 mainly consisting of $390,000 received from short term loan received.

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 $260,000 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.

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 ~~September~~March 3031, ~~2025~~2026, we had no off-balance ~~sheet~~ sheet arrangements of any nature.

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, ~~2024~~2026, 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 ~~September~~March 3031, ~~2025~~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 file 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 file 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.

~~Changes in Internal Control over Financial Reporting~~13

On June 30, 2025 our former Chief Financial Officer Mr. Zakai resigned from his position as Company’s CFO. On July 1, 2025, our Board of directors approved the nomination of Mr. Michael De Prado as Company’s Interim CFO. On October 21, 2025, Michael De Prado resigned his position as Chief Financial Officer as part of his full separation agreement. On November 6, 2025, our Board of directors approved the nomination of Mr. Ofek Suchard as Company’s Interim CFO.

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 an 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 ~~September~~March 3031, ~~2025~~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, ~~2024~~2025 (the “~~2024~~2025 Form 10-K”). Prospective investors are encouraged to consider the risks described in our ~~2024~~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.

2114

ITEM 3. DEFAULTS UPON SENIOR DEBT

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

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

31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

Inline XBRL Instance Document.

101.SCH

Inline XBRL Taxonomy Extension Schema Document.

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

2215

Form	Exhibit Number	Description	Filing Date
8-K	16.1	Limited Liability Company Agreement – World Mobile LLC	2025-05-28
8-K	16.2	Contribution Agreement – Cuentas, World Mobile	2025-05-28
8-K	16.3	Subscription Agreement – World Mobile Group, World Mobile	2025-05-28
8-K	16.4	Side Letter One – Cuentas, World Mobile Group, World Mobile	2025-05-28
8-K	16.5	Side Letter Two – Cuentas, World Mobile Group, World Mobile	2025-05-28
8-K	16.6	Membership Interest Purchase Agreement – Cuentas, Brooksville FL Partners	2025-05-28
8-K	16.7	~~Joint Personal Guaranty – Crosshair Media Placement~~	~~2025-05-28~~
8-K	16.8	~~Settlement Agreement – Cuentas, 1800 Diagonal Lending~~	~~2025-05-28~~
8-K	16.9	~~Settlement Agreement – Cuentas, Alexandra Calicchio~~	~~2025-05-28~~
8-K	16.10	~~Settlement Agreement – Cuentas, EAdvance Services~~	~~2025-05-28~~
8-K	17.1	Cuentas–World Mobile Convertible Note Purchase Agreement One	2025-10-24
8-K	17.2	Cuentas–World Mobile Convertible Note Purchase Agreement Two	2025-10-24
8-K	17.3	Cuentas – Michael De Prado Separation Agreement	2025-10-24
8-K	17.4	Cuentas – Michael De Prado Secured Promissory Note One	2025-10-24
8-K	17.5	Cuentas – Michael De Prado Security Agreement Note One	2025-10-24
8-K	17.6	Cuentas – Michael De Prado Secured Promissory Note Two	2025-10-24
8-K	17.7	Cuentas – Michael De Prado Security Agreement Note Two	2025-10-24
8-K	17.8	Cuentas – Michael De Prado Licensing Agreement	2025-10-24
8-K	17.9	Cuentas – Michael De Prado Allonge to Secured Promissory Note	2025-10-24
8-K	17.10	Cuentas – Promissory Notes to AM Law	2025-10-24
8-K	17.11	Cuentas – Promissory Notes to Shalom Arik Maimon	2025-10-24
8-K	17.12	Cuentas – Promissory Notes to Matt Schulman	2025-10-24
8-K	17.13	Cuentas – Notice of Conversion – Arik Maimon	2025-10-24
8-K	17.14	Cuentas – Notice of Conversion – AM Law	2025-10-24

2316

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: November 28, 2025	By:	/s/ Shalom Arik Maimon
Date: June 8, 2026	By:	/s/ Shalom Arik Maimon
		Chief Executive Officer

By:	/s/ Ofek Haim Suchard
	Interim Chief Financial Officer

2417

Filing Compare · Cuentas Inc.