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 THE QUARTERLY PERIOD ENDED: ~~MARCH~~SEPTEMBER 3130, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 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)

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

(Registrant’s telephone number)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	CUEN	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Common Stock	CUENW	The Nasdaq Stock Market LLC

None

~~Indicate~~Securities byregistered ~~check~~under ~~mark whether the registrant (1) has filed all reports required to be filed by~~ Section 13 ~~or 15~~12(dg) 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 ☐

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	CUEN	OTC
Warrants, each exercisable for one share of Common Stock	CUENW	OTC

Indicate by check mark whether the registrant (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 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. ☐

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 ~~May~~September 2030, ~~2024~~2025, the issuer had 2,730,058 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 ~~MARCH~~SEPTEMBER 3130, 2024

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’ Equity	3
Unaudited Condensed Consolidated Interim Statements of Stockholders’ Deficit	3
Unaudited Condensed Consolidated Interim Statements of Cash Flows	45
Notes to Condensed Consolidated Interim Financial Statements	56 - 1216

CUENTAS, INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS

(USD in thousands except share and per share data )

	March 31,			December 31,
	September 30,			December 31,
	2024			2023
Assets
Current Assets
Cash and cash equivalents	$	2815		$	205
Accounts Receivables – related parties		~~290~~281			1,300
Accounts Receivables – others		-			7
Related parties receivables		169			172
Related parties		23			172
Other current assets		578			76
Total Current Assets		492			1,760
Investment in unconsolidated entity held for sale (Note 3b)		800			-
Total Current Assets		1,197			1,760
Non-Current Assets
Property and equipment, net		1110			13
Investment in unconsolidated entities		2,928			2,928
Investment in unconsolidated entities (Note 3b)		-			2,928
Intangible assets		17-			19
Total Non-Current Assets		~~2,956~~10			2,960
Total assets	$	31,~~448~~207		$	4,720
Liabilities and Stockholders’ Deficit
Current Liabilities
Short term loan	$	163		$	-
Short term credit	$	713		$	-
Trade payable		21,~~107~~993			1,497
Other accounts liabilities		~~1,012~~921			2,230
Warrants liability, net		~~294~~104			785
Deferred revenue		~~139~~140			151
Notes and Loan payable		26			26
Total Current Liabilities		3,~~741~~897			4,689
Non-Current Liabilities
Other long-term loans		102			101
Total Non-Current Liabilities		102			101
Total Liabilities		3,~~843~~999			4,790
Stockholders’ Deficit
Common stock, 0.001 par value each: 50,000,000 and 11,076,923 shares authorized as of March 31, 2024 and December 31, 2023, respectively; issued and outstanding 2,719,668 shares as of March 31, 2024 and December 31, 2023.		3			3
Common stock, 0.001 par value each: 50,000,000 and 11,076,923 shares authorized as of September 30, 2024 and December 31, 2023, respectively; issued and outstanding 2,719,668 shares as of September 30, 2024 and December 31, 2023.		3			3
Additional paid-in capital		55,~~026~~100			54,906
Treasury Stock		(33	)		(33	)
Accumulated deficit		(5557,~~391~~862	)		(54,946	)
Total Stockholders’ Deficit		(~~395~~2,792	)		(70	)
Total Liabilities and Stockholders’ Deficit	$	31,~~448~~207		$	4,720

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)

	Three months ended
	Nine months ended						Three months ended
	March 31
	September 30						September 30
	2024			2023			2024			2023
Revenues from related party	$	4581		$	1283		$	4		$	13
Revenues from other		~~594~~595			52917			-			882
Total revenues		~~639~~676			641,000			4			895
Cost of revenues from related party		(565	)		-(854	)		-			(854	)
Other cost of revenues		(~~143~~195	)		(~~123~~393	)		(11	)		(117	)
Total cost of revenues		(~~708~~760	)		(~~123~~1,247	)		(11	)		(971	)
Gross loss		(6984	)		(59247	)		(7	)		(76	)
Operating expenses
Amortization of Intangible assets, net		(2	)		(2	)
Amortization of Intangible assets		(2	)		(13	)		-			(7	)
Selling, General and administrative expenses		(772	)		(1,625	)
Loss on impairment of intangible asset		(17	)		-			-			-
Total Operating expenses		(774	)		(1,627	)
Selling, General and administrative expenses		(1,542	)		(3,499	)		(299	)		(1,097	)
Operating loss		(843	)		(1,686	)
Total Operating expenses		(1,561	)		(3,512	)		(299	)		(1,104	)
Other income (expenses)
Operating loss		(1,645	)		(3,759	)		(306	)		(1,180	)
Other expenses, net		(80	)		(1	)
Other expenses
Interest expenses		(13	)		-
Other income (loss), net		417			(537	)		(9	)		-
Gain from Change in fair value of derivative warrants liability, net		491			1
Interest (expenses) income, net		(98	)		26			(57	)		(3	)
Total other income		398			-
Loss upon default to pay principal and interest of Promissory Notes		(309	)		-			(110	)		-
Net loss before equity losses		(445	)		(1,686	)
Gain from Change in fair value of derivative warrants liability, net		682			-			83			-
Equity losses in unconsolidated entities		-			(9	)
Loss on impairment of held for sale investment in unconsolidated entities		(1,916	)		-			-			-
Net loss		(445	)		(1,695	)
Loss on sale of investment in unconsolidated entity		(47	)		-			-			-
Loss per share (basic and diluted)		(0.15	)		(1.00	)
Loss from Change in fair value of stock-based liabilities		-			-			-			1
Basic and diluted weighted average number of shares of common stock outstanding		2,719,668			1,696,022
Total other expenses		(1,271	)		(511	)		(93	)		(2	)
Net loss before equity losses		(2,916	)		(4,270	)		(399	)		(1,182	)
Equity losses in unconsolidated entities		-			(24	)		-			(5	)
Net loss	$	(2,916	)	$	(4,294	)	$	(399	)	$	(1,187	)
Loss per share (basic and diluted)		(0.98	)		(2.09	)		(0.13	)		(0.53	)
Basic and diluted weighted average number of shares of common stock outstanding		2,972,994			2,052,604			2,972,994			2,227,973

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 Share (**)		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 DECEMBER 31, 2023		2,719,668		3		54,906		(33	)		(54,946	)		(70	)
Share based Compensation		-		-		~~120~~194		-			-			~~120~~194
Comprehensive loss for the period		-		-		-		-			(445	)		(445	)
Net loss for the period		-		-		-		-			(2,916	)		(2,916	)
BALANCE AT MARCH 31, 2024		2,719,668		3		55,026		(33	)		(55,391	)		(395	)
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 DECEMBER 31, 2022		1,473,645			2		52,053		(29	)		(52,750	)		(724	)
BALANCE AT JUNE 30, 2024		2,719,668			3		55,026		(33	)		(57,463	)		(2,426	)
Issuance of Shares of Common Stock for cash, net of issuance expenses (***)		291,376			*		4,319		-			-			4,319
Share based Compensation		-			-		33		-			-			33
Share based Compensation		-			-		27		-			-			27
Net loss for the period		-			-		-		-			(399	)		(399	)
Issuance of Shares of Common Stock due to acquisition of an asset		295,282			*		700		-			-			700
BALANCE AT SEPTEMBER 30, 2024		2,719,668			3		55,100		(33	)		(57,862	)		(2,792	)
Treasury stock		(227	)		-		-		(4	)		-			(4	)
Reverse split		145			*		*		-			-			-
Shares issued for services		27,759			*		136		-			-			136
Shares issued due to a settlement		15,385			*		120		-			-			120
Comprehensive loss for the period		-			-		-		-			(1,695	)		(1,695	)
BALANCE AT MARCH 31, 2023		2,103,365			2		57,355		(33	)		(54,445	)		2,879

CUENTAS, INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

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

	Number of Shares			Amount		Additional paid-in capital		Treasury stock			Accumulated deficit			Total stockholders’ equity (deficit)

BALANCE AT DECEMBER 31, 2022		1,473,645			4		52,051		(29	)		(52,750	)		(724	)
Issuance of Shares of Common Stock for cash, net of issuance expenses (**)		907,679			1		6,033		-			-			6,034
Share based Compensation		43,144			-		290		-			-			290
Issuance of Shares of Common due to acquisition of an asset		295,282			*		700		-			-			700
Treasury stock		(227	)		*		-		(4	)		-			(4	)
Reverse split		145			-		-		-			-			-
Net loss for the period ended September 30, 2023		-			-		-		-			(4,294	)		(4,294	)
BALANCE AT SEPTEMBER 30, 2023		2,719,668			5		59,074		(33	)		(57,044	)		2,002

(*)	represents amount less than $1 thousand.

(**) ~~Adjusted~~Issuance toexpenses ~~reflect~~totaled ~~one (~~$1~~) for thirteen (13) reverse stock split in March 2023 (see note 1)~~,000.

(***) Issuance expenses totaled $681

	Number of Shares		Amount		Additional paid-in capital		Treasury stock			Accumulated deficit			Total stockholders’ equity (deficit)

BALANCE AT JUNE 30, 2023		2,103,365		4		57,357		(33	)		(55,857	)		1,471
Share based Compensation		-		-		3		-			-			3
Issuance of Shares of Common Stock for cash, net of issuance expenses (**)		616,303		1		1,714		-			-			1,715
Net loss for the period ended September 30, 2023		-		-		-		-			(1,187	)		(1,187	)
BALANCE AT SEPTEMBER 30, 2023		2,719,668		5		59,074		(33	)		(57,044	)		2,002

(*)	represents amount less than $1 thousand.

(**)	Issuance expenses totaled $319.

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

CUENTAS, INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(USD in thousands)

	Three months ended
	Nine months ended
	March 31,
	September 30,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(~~445~~2,916	)	$	(14,~~695~~294	)
Adjustments required to reconcile net loss to net cash used in operating activities:
Stock based compensation and shares issued for services		~~120~~194			~~283~~290
Equity losses in non-consolidated entity		-			924
Interest		5			3
Amortization of discounts and accrued interest on loans		84			9
Gain from Change in on fair value of stock-based liabilities		-			1
Loss upon default to pay principal and interest of Promissory Notes		309
Change in fair value of derivative warrants liability		(491	)		-
Loss on impairment of an investment in an unconsolidated entity		1,916			537
Depreciation expense		2			-
Loss on sale of an unconsolidated entities		65			-
Impairment of prepaid expenses		75			-
Loss on impairment of intangible asset		17
Amortization of intangible assets		2			2
Loss from change in fair value of stock-based liabilities		-			-
Gain from change in fair value of derivative warrants liability		(682	)		-
Depreciation expense		2			3
Amortization of intangible assets		2			13
Changes in Operating Assets and Liabilities:
Increase in accounts receivable – related parties		(774	)		-
Increase in accounts receivable – other		(765	)		(651	)
Increase in accounts receivable – other		-			(13	)
Decrease (Increase) in other current assets		64			(5	)
Increase in other current assets		(4	)		(38	)
Decrease (increase) in related parties, net		149			(127	)
Decrease (increase) in related parties, net		3			(88	)
Increase in accounts payable		1,628			106
Increase (decrease) in accounts payable		1,741			(7	)
Decrease in other accounts liabilities		(648	)		877
Increase (decrease) in other accounts liabilities		(544	)		94
Decrease in deferred revenue		(11	)		17
Decrease in deferred revenue		-			(4	)
Net cash used in operating activities		(592	)		(3,201	)
Net cash used in operating activities		(310	)		(1,453	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used in investing activities		-			-
Investment in unconsolidated entities		-			(2,085	)
Proceeds from sale of an investment in an unconsolidated entity		81
Purchase of intangible asset		-			(153	)
Net cash provided by (used in) investing activities		81			(2,238	)
CASH FLOWS FROM FINANCE ACTIVITIES:
Proceeds from issuance of common stock and warrants, net of issuance expense		-			46,~~319~~034
Short term loans received		~~150~~390			-
Short term loans repaid		(1769	)		-
Treasury stock		-			(4	)
Net cash provided by finance activities		~~133~~321			46,~~315~~030
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(177	)		2,862
DECREASE IN CASH AND CASH EQUIVALENTS		(190	)		591
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		205			466
CASH AND CASH EQUIVALENTS AT END OF YEAR	$	28		$	3,328
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	15		$	1,057

	Three months ended
	Nine months ended
	March 31,
	September 30,
	2024		2023
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTMENT AND FINANCING ACTIVITIES:
Sale of investment in an unconsolidated entity		144		-
Issuance of Shares of Common due to acquisition of an asset		-		700
Cash paid during the period for interest		514		-
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”) together with its subsidiaries, is mainly focused on financial technology (“FINTECH”) services, delivering mobile financial services, prepaid debit and digital content services to unbanked, underbanked and underserved communities. During the first quarter of 2023, the Company initiated its first investment into the Real Estate market and, made its second, more significant investment in Real Estate in the second quarter of 2023. The Company derived its revenue from wholesale telecommunication services, GPR “Debit” Card fees and the sales of prepaid products and services including third party digital content, gift cards, remittances, mobile phone topups and other digital services. Additionally, the Company has an agreement with Interactive Communications International, Inc. (“InComm”) a leading processor of general purpose reloadable (“GPR”) debit cards, to market and distribute a line of prepaid digital content and gift cards targeted towards the Latin American market. Cuentas is able to purchase InComm’s prepaid digital content and gift cards at a discount and resell these same products in real time through its mobile app and through the Cuentas SDI network of over 31,000 bodegas. Cuentas is able to offer these digital products to the public through its mobile app and the Cuentas SDI distribution network, many at discounted prices, while making a small profit margin which varies from product to product.

The Company was incorporated under the laws of the State of Florida on September 21, 2005. Its subsidiary, Meimoun and Mammon, LLC (100% owned) (“M&M”), Tel3, a business segment of the Company, provides prepaid calling cards to consumers directly and operates in a complimentary space as Meimoun and Mammon, LLC. The Company invested $46, of which $20 were invested during 2023, for 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.

NASDAQ

On August 18, 2023, the Company received a deficiency letter from Nasdaq Regulation stating that based upon its Quarterly Report on Form 10-Q for the period ended June 30, 2023 which reported shareholders’ equity of $1,471, the Company was not in compliance with Nasdaq Marketplace Rule 5550(b)(1) which requires the Company to maintain shareholders’ equity of not less than $2,500 for continued listing on The Nasdaq Capital Market.

On October 3 2023, the Company received a Staff Determination Letter from Nasdaq Regulation stating that due to the Company’s failure by October 2, 2023, to submit a plan to regain compliance with Nasdaq Listing Rule 5550(b)(1), the $2,500 stockholders’ equity requirement, the Company would be subject to delisting unless it timely requests a hearing before a Nasdaq Hearings Panel (the “Panel”). The Company has requested a hearing before the Panel which was held on December 7, 2023.

On December 18, 2023, the Company received written notice from the Panel notifying the Company that the panel has determined to delist the Company’s shares and warrants from Nasdaq and that trading of its common stock and warrants will be suspended as of the opening of business on December 20, 2023. Company securities began trading on the Pink Current Information tier of the over-the-counter market operated by OTC Markets Group effective with the open of business on December 20, 2023, under its trading symbol: CUEN.

CUENTAS, INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

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

NOTE 1 – GENERAL ~~(continue)~~

Cuentas, Inc. (the “Company”) was incorporated under the laws of the State of Florida on September 21, 2005. The Company, together with its subsidiary, Meimoun and Mammon, LLC (100% owned) (“M&M”), is mainly focused on financial technology (“FINTECH”) services, delivering mobile financial services and digital content services to unbanked, underbanked and underserved communities. During the first quarter of 2023, the Company investment into the Real Estate market and, made additional investment in Real Estate in the second quarter of 2023.

On May 22, 2025, the Company signed an agreement for the sale of its full interests in Brooksville Development Partners, LLC (“Brooksville”) for total consideration of $800. See note 3b below.

GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As of ~~March~~September 3130, 2024, the Company had $2815 in cash and cash equivalents, $32,~~249~~700 in negative working capital, shareholder’s deficit of $~~395~~2,792 and an accumulated deficit of $5557,~~391~~862. 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. ~~The~~After ~~Company, through M&M is negotiating to sell mobile services as a Mobile Virtual Network Operator (“MVNO”) through an operator on~~ the ~~largest~~balance 5Gsheet ~~nationwide network and plans to offer low-cost~~date ~~mobile phone service with~~ the ~~ability~~Company toliquidated ~~make~~its ~~international~~interest ~~calls to specific Spanish speaking countries~~ in ~~Central~~Brooksville and ~~South~~had ~~America. In~~reach ~~addition,~~several assettlement ~~noted~~agreements inwith ~~note~~some ~~3, on March 13, 2024, the Company approved the signing~~ of aits ~~letter~~creditors ~~of intent to sell the “Brooksville Property” for gross proceeds of $7,200~~ (see ~~note~~notes 3 and ~~for further information~~7). 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~~nine-months ended ~~March~~September 3130, 2024. However, these results are not necessarily indicative of results for ~~any~~ any other interim period or for the year ended December 31, 2024. 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, 2023, filed with the SEC on April 15, 2024 (the “2023 Form 10-K”). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the 2023 Form 10-K.

CUENTAS, INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

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

NOTE 2 – ~~SUMMARY~~ SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (~~continue~~continued)

Principles of Consolidation

The accompanying unaudited ~~condensed~~ 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.

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~~Long ~~financial~~lived ~~instruments~~assets ~~consist~~held ~~of cash,~~for 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.sale

The company accounted for its long-lived assets held for sale under ASC 360-10 (“Impairment or disposal of Long-lived Assets”).

Under management decision (see Note 3b), its investment in Brooksville Development Partners, LLC. is intended to be sold.

The Company classifies an asset group (an “asset”) as held for sale in the period during which (i) the Company has approved and committed to a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition, (iii) an active program to locate a buyer and other actions required to sell the asset have been initiated, (iv) the sale of the asset is probable and transfer of the asset is expected to qualify for recognition as a completed sale within one year, (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be abandoned.

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)

The Company initially and subsequently measures a long-lived asset that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in operating loss for the period in which the held for sale criteria are met.

Upon designation as an asset held for sale, the Company stops recording depreciation or amortization expense on the asset. The Company assesses the fair value of assets held for sale less any costs to sell at each reporting period until the asset is no longer classified as held for sale. Realization costs of the investment in Brooksville Development Partners, LLC. are immaterial.

Derivative Warrants Liability

The Company accounts for certain warrants to purchase Ordinary Shares in connection with certain transactions, held by investors, that include a fundamental transaction feature pursuant to which such warrants could be required to be settled in cash upon certain events, as current liability according to the provisions of ASC 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity” (“ASC 815-40”) measured at fair value using significant unobservable inputs (in Level 3 measurements).

Recently Adopted Accounting Standards

During the ~~three~~nine months ended ~~March~~September 3130, 2024, the Company was not required to adopt any recently issued accounting standards.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to provide enhanced segment disclosures. The standard will require disclosures about significant segment expenses and other segment items and identifying the Chief Operating Decision Maker and how they use the reported segment profitability measures to assess segment performance and allocate resources. These enhanced disclosures are required for all entities on an interim and annual basis, even if they have only a single reportable segment. The standard is effective for years beginning after December 15, 2023 and interim periods within annual periods beginning after December 15, 2024, and early adoption is permitted. The Company does not believe that adoption of this ASU will have a material impact on the Company’s consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to provide enhancements to annual income tax disclosures. The standard will require more detailed information in the rate reconciliation table and for income taxes paid, among other enhancements. The standard is effective for years beginning after December 15, 2024, early adoption is permitted. The Company does not believe that adoption of this ASU will have a material impact on the Company’s consolidated financial statements.

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

A. On February 7, 2024, the Company entered into an ~~Agreement~~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~~,250~~ (the “February Promissory Note”). The Company received net proceeds of $150~~,000~~ in consideration of issuance of the February Promissory Note after original issue discount of $23~~,250~~ and legal fees of $5~~,000~~. The aggregate debt discount of $28~~,250~~ is ~~being~~ amortized to interest ~~expense~~expenses over the respective term of the note. The February Promissory Note ~~shall~~incurs ~~incur~~ 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~~,182~~ beginning on March 15, 2024. The February Promissory Note ismay 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. ~~As of March 31, 2024, the balance of the note is $137,529, with a remaining unamortized discount of $22,941.~~

B. On ~~March~~April 1322, 2024, the Company entered ~~through~~into ~~its~~a ~~63%~~second ~~participation~~agreement with the Investor, pursuant to which the Company sold the investor an unsecured original issuance discount promissory note in ~~Brooksville~~the ~~Development~~principal ~~Partners,~~amount ~~LLC~~of ~~approved~~$96 (the ~~signing~~“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 ~~Letter~~one-time interest charge of 12% ~~Intent~~which is added to ~~sell~~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 ~~“Brooksville~~Company ~~Property”~~at ~~located~~any time following an event of default at ~~19200~~a ~~Cortez~~rate ~~Boulevard~~of 65% of the lowest trading price of the Company’s common stock during the ten prior trading days. In addition, upon ~~Brooksville~~default, ~~Florida~~the ~~34601~~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.

~~The~~As ~~property was originally purchased on April 28, 2023 for $5,050. The $3,050 mortgage with Republic Bank~~ of ~~Chicago~~September ~~was amended and restated on January 27,~~ 2024 ~~for $3~~,~~055. Additionally,~~ ~~a $500 Loan Extension Agreement was executed between~~ the Company ~~and ALF Trust u/a/d 09/28/2023~~ failed to ~~ensure~~pay the ~~Promissory Note~~September ~~necessary~~2024 torepayment ~~fund~~amount under the ~~interest~~February ~~reserve~~Promissory ~~and~~Note ~~fees~~resulting ~~relating~~in todefault of the ~~Loan~~February ~~Extension~~Promissory ~~Agreement~~Note and April ~~the~~Promissory ~~working~~Note ~~capital~~and ~~needs~~calculated of the ~~Company. On~~balance ~~April~~of ~~3, 2024~~ the ~~Company~~notes ~~entered~~payable ~~into~~at a$206 ~~provisional~~and ~~agreement~~$154, torespectively, ~~sell~~recording ~~the “Brooksville Property” for~~ a ~~total~~loss ~~consideration~~ of $~~7,200~~120 ~~whereby~~as result of the ~~buyer~~default ~~placed~~to apay ~~non-refundable~~principal ~~$100k deposit in escrow~~ and ~~has~~interest 60of ~~days~~the toFebruary ~~decide~~Promissory ~~whether~~Note toand ~~complete~~April ~~the~~Promissory ~~transaction~~Note.

~~NOTE~~On 4May –14, 2025, the Company entered ~~STOCK~~into ~~OPTIONS~~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.

~~The~~On ~~following~~May ~~table~~27, ~~presents~~2025, ~~the~~full ~~Company’s stock~~payment ~~option~~of ~~activity~~$112.5 was ~~for~~made ~~employees~~ and ~~directors~~on ofSeptember 6, 2025, the ~~Company~~reserve ~~for~~of ~~the~~shares ~~three~~held ~~months~~at ~~ended~~the ~~March~~transfer ~~31,~~agent ~~2024:~~were retired.

	Number of Options		Weighted Average Exercise Price
Outstanding at December 31, 2023		84,999	$	36.97
Granted		270,920	$	0.32
Exercised		-		-
Forfeited or expired		-		-
Outstanding at March 31, 2024		355,919	$	9.07
Number of options exercisable at March 31, 2024		355,919	$	9.07

The aggregate intrinsic value of the awards outstanding as of March 31, 2024 is $0. These amounts represent the total intrinsic value, based on the Company’s stock price of $0.3 as of March 31, 2024, 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 three months ended March 31, 2024 and 2023 were $120 and $283, 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 43 – ~~STOCK~~EVENTS ~~OPTIONS~~ DURING THE PERIOD (~~continue~~continued)

~~The~~B. ~~stock~~On ~~options outstanding as of~~ March 31 13, 2024, ~~have~~the ~~been~~Company ~~separated~~through ~~into~~its ~~exercise~~approximately ~~prices~~63% participation in Brooksville Development Partners, asLLC ~~follows:~~(“Brooksville”) approved the signing of a Letter of Intent to sell the “Brooksville Property” located at 19200 Cortez Boulevard, Brooksville, Florida 34601.

Exercise price		Stock options outstanding		Weighted average remaining contractual life – years		Stock options exercisable
		As of March 31, 2024
$	67.99		1,538		0.02		1,538
$	36.40		83,461		5.82		83,461
$	0.32		270,920		9.90		270,920
			355,919				355,919

The property was originally purchased on April 28, 2023 for $5,050. The $3,050 mortgage with Republic Bank of Chicago was amended and restated on January 27, 2024 for $3,055. Additionally, a $500 Loan Extension Agreement was executed between the Company and ALF Trust u/a/d September 28, 2023 to ensure the Promissory Note necessary to fund the interest reserve and fees relating to the Loan Extension Agreement and the working capital needs of the Company. On April 3, 2024 the Company entered into a provisional agreement to sell the “Brooksville Property” for a total consideration of $7,200 whereby the buyer placed a non-refundable $100 deposit in escrow and has 60 days to decide whether to complete the transaction. On September 19, 2024 the Company was advised by Brooksville that the contract for the sale of the “Brooksville Property” was terminated by the Buyer on September 7, 2024 as this was the final date for return of their refundable escrow deposit. On July 11, 2024, the Company received definitive notice that the Buyer was no longer able to commit to purchase the property.

~~The~~On ~~stock~~May ~~options~~22, ~~outstanding~~2025, asthe ofCompany signed ~~March 31,~~a ~~2023~~Membership Interest Purchase Agreement (MIPA) with Brooksville FL Partners, ~~have~~LLC ~~been~~(“Buyer”) ~~separated~~the ~~into~~holder ~~exercise~~of ~~prices~~the minority stake in Brooksville, asfor ~~follows:~~the sale of its full interests in Brooksville for total consideration of $800.

Exercise price		Stock options outstanding		Weighted average remaining contractual life – years		Stock options vested
		As of March 31, 2023
$	97.50		2,769		0.46		2,769
$	67.99		1,538		0.99		1,538
$	36.40		118,077		8.68		110,382
			122,384				114,689

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 $1.14M was settled for approx. $666.3k

~~NOTE~~As 5of –September ~~RELATED~~30, 2024, Company’s ~~PARTIES~~management determined that its investment in Brooksville is intended to be sold and accounted for its investment in Brooksville at fair value. The Company recorded loss on impairment of an investment in an unconsolidated entity of $1,216 in the financial statements for the nine months ended September 30, 2024.

~~A. Transactions and balances with related parties~~10

	Three months ended March 31,
	2024		2023
Sales:
Sales to SDI Cuentas LLC	$	45	$	12
Total sales to related parties	$	45	$	12
Cost of sales:
Cost of sales from Next Communications INC (a company controlled by Arik Maimon, Company’s Chairman of the Board and CEO) (a)	$	565	$	-
Total sales to related parties	$	565	$	-
Consulting fees:
Consulting fees to Angelo De Prado (b)	$	-	$	2
Consulting fees to Sima Maimon Bakhar (c)		-		2
Total Consulting fees to related parties	$	-	$	4

CUENTAS, INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

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

NOTE 53 – ~~RELATED~~ ~~PARTIES~~EVENTS DURING THE PERIOD (~~continue~~continued)

On May 20, 2024 the Company and OLB Group, Inc., (“OLB”) entered into a Membership Interest Purchase Agreement according to which the Company sold to OLB its 19.99% membership interest in Cuentas SDI for total consideration of $215.5. OLB paid $40 at closing and the remaining $175.5 shall be paid in 17 monthly installments of $10. Until the balance is paid in full OLB shall reserve in escrow in favor of the Company, 38,000 shares of common stock of OLB. On May 23, 2025 the Company and OLB signed a settlement agreement according to which to cover all outstanding balance, OLB will pay the Company upon singing the agreement $25 and additional $25 as credited. As of September 30, 2024, the Company recorded $68 of credit loss expenses resulting the above agreement.

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 thie 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 $300,000 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.

On August 8, 2024, the Company entered into a Termination Agreement to the Processing Services Agreement with Interactive Communications International, Inc., (“InComm”) according to which InComm agreed to waive its outstanding balance of $475 owed by Company to InComm as a result of unpaid Monthly Minimum Fees dating back to December 2022. In accordance with instructions from the Issuing Bank as a result of the closure of the Prepaid Product program managed by Company on behalf of the Issuing Bank, InComm will destroy any remaining un-issued Prepaid Products and all related collateral in its or its print vendors’ possession forthwith. InComm and Company will cooperate with the Issuing Bank for the unwinding and sunsetting of the Prepaid Product program.

Cuentas will still maintain its Digital Content and Distribution Agreements with InComm as it works on the transportation, bodega and cellular markets.The Company recorded income of $517 in Other Income, Net for the nine months ended September 30, 2024.

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 (continued)

On February 3, 2023, the Company entered into a Membership Interest Purchase Agreement (MIPA) with Core Development Holdings Corporation (“Core”). Core holds approximately 29.3% of 4280 Lakewood Road Manager, LLC (“Lakewood Manager”), which in turn owns 86.45% of the membership interests in 4280 Lakewood Road, LLC (“4280 Project”), an affordable multi-family real estate project located in Lake Worth, Florida. Core agreed to sell to the Company 6% of its interest in the Lakewood Manager to the Company in exchange for 295,282 shares of the Company’s common stock, representing 19.99% of the then outstanding shares of the Company’s common stock, The Company issued 295,282 shares to be held in escrow until certain terms of the MIPA were satisfied, such terms were satisfied on February 27, 2023 and the Company closed this transaction on or about March 9, 2023.

The 6% equity in the Lakewood Manager was valued at approximately $700. The company used the measurement alternative which provides an accounting framework for valuing an equity security investment in the absence of a readily determinable fair value. Accordingly, the investment was accounted for at a cost basis.

Core claimed significant financial and other damages because the Company’s Shares were never released and delivered to Core even though Core fulfilled all of its obligations pursuant to the MIPA.

In June 2025, the Company’s management initiated negotiations of a settlement agreement with Core, pursuant to which the Company agrees to transfer and assign all rights of its membership units of 4280 Lakewood Road Manager, LLC to Core and in return, Core shall transfer and assign any and all rights of the Company’s Shares held in escrow, back to the Company.

Subsequently, the Company recognized an impairment loss in the amount of $700 on its equity investment in 4280 Lakewood Road Manager, LLC., as of June 30, 2024.

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 September 30, 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 $155.

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.

CUENTAS, INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

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

NOTE 4 – STOCK OPTIONS

The following table presents the Company’s stock option activity for employees and directors of the Company for the nine months ended September 30, 2024:

	Number of Options		Weighted Average Exercise Price
Outstanding at December 31, 2023		84,999	$	36.97
Granted		270,920	$	0.32
Exercised		-		-
Forfeited or expired		1,538	$	67.99
Outstanding at September 30, 2024		354,381	$	8.78
Number of options exercisable at September 30, 2024		354,381	$	8.78

The aggregate intrinsic value of the awards outstanding as of September 30, 2024 is $0. These amounts represent the total intrinsic value, based on the Company’s stock price of $0.12 as of September 30, 2024, 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, 2024 and 2023 were $194 and $34, respectively. These expenses are included in General and Administrative expenses in the Statements of Operations.

The stock options outstanding as of September 30, 2024, have been separated into exercise prices, as follows:

Exercise price		Stock options outstanding		Weighted average remaining contractual life – years		Stock options exercisable
		As of September 30, 2024
$	36.40		83,461		5.32		83,461
$	0.32		270,920		9.40		270,920
			354,381				354,381

The stock options outstanding as of September 30, 2023, have been separated into exercise prices, as follows:

Exercise price		Stock options outstanding		Weighted average remaining contractual life – years		Stock options vested
		As of September 30, 2023
$	67.99		1,538		0.52		1,538
$	36.40		118,077		8.18		114,228
			119,615				119,615

CUENTAS, INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

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

NOTE 5 – RELATED PARTIES

Transactions and balances with related parties

	Nine months ended September 30,
	2024		2023

Sales:
Sales to SDI Cuentas LLC (formerly related party see Note 3.C)	$	81	$	83
Total sales to related parties	$	81	$	83

Cost of sales:
Cost of sales from Next Communications INC (a company controlled by Arik Maimon, Company’s Chairman of the Board and CEO) (a)	$	565	$	854
Total sales to related parties	$	565	$	854

Balances with related parties and officers:

	March 31,		December 31,
	September 30,		December 31,
	2024		2023
Arik Maimon (Chairman of the Board and the CEO)	$	7313	$	73
Michael De Prado (Vice Chairman of the Board and President)		9610		99
Current assets - Related parties		~~169~~23		172
Next Communications INC (a company controlled by Arik Maimon Company’s Chairman of the Board and CEO)		271		1,300
SDI Cuentas LLC.		19		-
SDI Cuentas LLC. (formerly related party see Note 3.C)		10		-
Current assets – Accounts receivables		~~290~~281		1,300
Total Due from related parties	$	~~459~~304	$	1,472

(a) On ~~June~~September 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.

~~(b) Angelo De Prado is the son of Michael De Prado.~~14

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.

Revenue by product:

	Three months ended March 31,
	Nine months ended September 30,
	2024		2023
Telecommunications	$	2526	$	5257
Wholesale telecommunication services		569		-860
Digital products and General Purpose Reloadable Cards		4581		1283
Total revenues	$	~~639~~676	$	641,000

B. Gross profit (loss) by product:

	Three months ended March 31,
	Nine months ended September 30,
	2024			2023
Telecommunications	$	148		$	(7167	)
Wholesale telecommunication services (*)		4			-6
Digital products and General Purpose Reloadable Cards		(8796	)		(5286	)
Total Gross Loss	$	(6984	)	$	(59247	)

(*) On July 17, 2023 the Company and ASAL Communication, S.A. DE C.V (“ASAL”) entered into an Interconnection Agreement according to which ASAL shall provide the Company intermediary telecommunication services consisting of data, voice and other traffic though ASAL’s public telecommunication network, in order to terminate them in Mexico at price determined in the agreement and as may mutually change from time to time. The agreement shall be in effect for the initial period of one year and may be terminated by either party after the laps of the initial period by providing a written notice of termination of at least 90 days in advance. Neither Party provided written notice and the Agreement was automatically renewed.

Long lived assets by product:

	March 31,		December 31,
	September 30,		December 31,
	2023		2023
Telecommunications	$	2	$	2
Wholesale telecommunication services		-		-
Digital products and General Purpose Reloadable Cards		98		11
	$	1110	$	13

For the ~~three~~nine months ended ~~March 31,~~September 30, 2024 and 2023, the Company’s sales to Cuentas SDI LLC were approximately 712% and 198% of the Company’s total revenue, respectively. All of the Company’s sales were generated in the U.S in 2024 and 2023.

1115

CUENTAS, INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

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

NOTE 7 – SUBSEQUENT EVENTS

1.Interactive OnCommunications ~~May 1~~International, ~~2024, the Company signed a Letter of Intent (LOI) with Sekur Private Data Ltd. (SWISF), a Canada corporation, and its USA subsidiary, Sekur Private Data~~ Inc., atermination Delaware corporation, whose common stock is quoted and traded on the Canadian Securities Exchange, the OTC Market Group Inc’s OTCQB Market and the Frankfurt Stock Exchange under the ticker symbols SKUR, SWISF and GDT0agreement.

~~The~~ See ~~LOI~~Note ~~expresses~~3e the desire between the companies for the possible share issuance by SWISF pursuant to which the Company would acquire a number of restricted shares of SWISF common stock, representing 30,000,000 shares of SWISF common stock which would be issued by SWISF to the Company upon completion of the two transactionsabove.

~~The~~1800 ~~first~~Diagonal ~~transaction would create an SPA for the issuance of 5~~Lending,~~000,000~~ ~~shares of SWISF common stock, in exchange for $500,000 which will be used for SWISF working capital.~~LLC

~~The~~See ~~second~~Note ~~transaction~~3A would be the issuance of 25,000,000 shares of SWISF common stock in exchange for transfer of the M&M Telecom MVNO Agreement and FCC 214 license, upon approval by the FCC, estimated by management to have valuation of $5 million, with a 50% discount for this transaction, yielding a transfer value of $2above.~~5 million. All dollar figures in this letter of intent are US dollars unless specifically noted.~~

~~The~~Disposal ~~proposed~~of ~~Share~~Ownership ~~Exchange~~Interest ~~is not a preliminary step towards a Corporate Merger or other business transaction between the parties. The parties are now engaged~~ in ~~negotiations with a~~ ~~view~~Brooksville ~~toward~~Development ~~executing a mutually satisfactory definitive agreement on or before May 15, 2024, with the understanding that the Share Exchange and SPA will close on or before May 31, 2024.~~Partners

2.See OnNote ~~May~~3B ~~16, 2024, the Company received a Notice of Termination of Contract from Sutton Bank which is integrated in part as the Company’s prepaid issuing bank provider~~above. ~~Management has been evaluating other alternatives including replacing issuing bank and other enhanced FinTech enabled solutions.~~

3.Joint OnVenture ~~May 20, 2024, the Company entered into a Membership Interest Purchase Agreement (the “Agreement”) dated as of May 20, 2024~~ with ~~OLB~~World ~~Group,~~Mobile ~~Inc~~Group Ltd. ~~(“Buyer”) whereby it acquired 19.99% of the membership interests of Cuentas SDI, LLC, a Florida limited liability company (the “LLC”) for a purchase price of $215,500.~~

12See Note 3D above.

EAdvance Services LLC.

See Note 3G above.

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.

Alexandra Calicchio: On May 22, 2025, Cuentas entered into a settlement agreement for $28,000 to satisfy a judgment originating from a previously adjudicated legal matter, with mutual release of claims.

The Company has evaluated all other events or transactions that occurred after September 30, 2024 through the date these condensed consolidated interim financial statements were issued and determined that no other material subsequent events required disclosure or adjustment in the financial statements.

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, 2023. 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, 2023 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 ~~subsidiaries~~subsidiary ~~are~~is Meimoun and Mammon, LLC (100% owned) (“M&M”) which provides wholesale and retail telecommunications services, Tel3, a division of M&M, is a retail long distance calling platform which provides prepaid calling services to consumers directly and operates in a complimentary space as M&M. 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. WSN equipment was installed in several sites and financial viability is being studied. Results from these test sites will determine if future installations will be completed. Additionally, Cuentas is evaluating the synergy between CuentasMAX and World Mobile’s platform for potential integration and further development or enhancement of platforms.

The Company is focusing its business mainly on using proprietary technologies to integrate FinTech (Financial Technology), e-finance and e-commerce services into solutions that deliver mobile financial services, prepaid debit and digital content services to the unbanked, under-banked and underserved populations nationally in the USA. The Cuentas technology platform integrates Cuentas Mobile, the Company’s Telecommunications solution, with its core financial services offerings to help entire communities enter the modern financial marketplace. Prior to the August 12, 2024, termination discussed below, Our General Purpose Reloadable (GPR) “Debit Card” is designed to allow customers to purchase prepaid products and services, including third party digital content, gift cards, remittances, mobile phone topups and other digital services. An agreement with Interactive Communications International, Inc. (“InComm”) a leading ~~processor~~stored-value ofand ~~general~~digital-content ~~purpose reloadable (“GPR”) debit cards~~network, enables us to market and distribute a line of prepaid digital content and gift cards targeted towards the Latin American market. Cuentas is able to purchase InComm’s prepaid digital content and gift cards at a discount and resell these same products in real time through the ~~its~~Black ~~mobile~~011 ~~app~~portal and ~~through~~ the Cuentas SDI network of over 31,000 bodegas. Cuentas is able to offer these digital products to the public ~~through its mobile app and the Cuentas SDI distribution network~~, many at discounted prices, while making a small profit margin which varies from product to product. The prepaid digital content and gift cards include Amazon Cash, XBox, PlayStation, Nintendo, Karma Koin, Transit System Loads & Reloads (LA TAP, NY Transit, Grand Rapids, CT GO), Burger King, Cabela’s, Bass Pro Shops, AT&T, Verizon, Mango Mobile, Black Wireless and other prepaid wireless carriers in the United States.

13On August 12 2024, the Company and InComm mutually agreed to sunset the processing agreement that supported the Cuentas Prepaid Mastercard® program. In connection with the wind-down, InComm issued a $475,000 credit to Cuentas in full and final settlement of all obligations under the processing agreement. The Company recognized the credit as other income in the third quarter of 2024. No further liabilities remain outstanding, and all prepaid card accounts were deactivated on or before that date.

Since the first quarter of 2023, we have made two equity investments in real estate projects in Florida under the name Cuentas 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 is 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 are intended to broaden our reach into the unbanked, underbanked and underserved communities by using a patented, low cost, sustainable technology that should allow us to provide reasonably priced rental apartments to 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. We believe that providing affordable apartments to the Hispanic Latino and other immigrant communities in Florida will enable us to introduce them our fintech solutions and generate revenue. Due to liquidity issues impeding the operation and development of its core mobile fintech and carrier services, on April 3, 2024, the limited liability company in which Cuentas has a 63.9% equity interest (“Brooksville Development Partners, LLC” or “BDP”), entered into an agreement to sell the vacant land located in Brooksville, Florida (the “Brooksville Property”) for a purchase price of $7.2 million. The Brooksville Property was originally purchased by BDP on April 28, 2023 for $5.05 million, $2 million of which was contributed by Cuentas. Cuentas will use its pro rata portion of the net proceeds of the sale, estimated between $1.625 million and $1.9 million, as working capital and for other opportunities that may become available.17

The Company continues to maintain and develop its long-standing InComm Resale Agreement, under which it supplies digital content, transit reloads, mobile top-ups, bodega access and cellular offerings to its target market. Accordingly, while the Company has exited the prepaid debit-card vertical, it remains fully engaged in the FinTech sector and leverages InComm’s nationwide distribution network for higher-margin digital-content products.

Since the first quarter of 2023, we have made equity investments in real estate projects in Florida under the name Cuentas 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 is 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 are intended to broaden our reach into the unbanked, underbanked and underserved communities by using a patented, low cost, sustainable technology that should allow us to provide reasonably priced rental apartments to 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. We believe that providing affordable apartments to the Hispanic Latino and other immigrant communities in Florida will enable us to introduce them our fintech solutions and generate revenue. Due to liquidity issues impeding the operation and development of its core mobile fintech and carrier services, on April 3, 2024, the limited liability company in which Cuentas has a 63.9% equity interest (“Brooksville Development Partners, LLC” or “BDP”), entered into an agreement to sell the vacant land located in Brooksville, Florida (the “Brooksville Property”) The Brooksville Property was originally purchased by BDP on April 28, 2023 for $5.05 million, $2 million of which was contributed by Cuentas. On May 27, 2025, Cuentas sold its 63.9% equity interest in the Brooksville Property for $800,000 to Brooksville FL Partners, LLC (the “Buyer”), an existing minority member of BDP. The funds were distributed by a mutually agreed escrow agent, and Cuentas settled debts with 4 major creditors. The remaining funds are to be used for operating expenses. With these funds, the Company was able to settle debts totaling approx. $1.132M with 4 major creditors for final actual cost of $666,356

Efforts to Upgrade our Technology Platforms and Increase Sales of our Fintech Products and Services Through Cuentas-SDI and Introduction of New Fintech Solutions

In April 2023, CIMA Telecom, which provided maintenance and support services for our fintech mobile app technology platform, shut down access to the platform as we were transitioning to a new, improved platform. The Cuentas prepaid Mastercard platform ~~has~~ continued to be active and the associated prepaid fintech platform behind it ~~has~~ it continued to function properly. ~~Cuentas~~until isthe ~~working~~termination toof ~~integrate~~ the ~~fintech~~InComm ~~mobile~~agreement ~~app software with an industry-proven platform and expects to make an announcement~~ in August 2024~~-Q2~~ ~~related~~as tolisted ~~this development~~below.

~~During~~In ~~the~~May ~~first~~2023, ~~quarter~~The ofOLB ~~2023,~~Group we(NASDAQ: ~~reduced~~OLB) ~~product~~(“OLB”) ~~availability~~terminated toa ~~Cuentas-SDI~~Software toLicensing ~~allow~~and ~~Cuentas-SDI~~Transaction toSharing ~~catch~~Agreement upwith onthe ~~its~~Company ~~payments~~for ~~and~~the ~~during~~purpose of upgrading the ~~second~~Cuentas ~~quarter~~Mobile ofApp and ~~2023~~digital wedistribution ~~curtailed~~system. ~~all~~In ~~services to~~September ~~Cuentas-SDI~~2023, ~~and~~OLB ~~marketing~~acquired ~~initiatives~~80.01% ~~with~~of Cuentas-SDI. ~~due~~In toJuly ~~its~~2023, ~~inability~~the toCompany ~~reduce~~and ~~its~~Cuentas-SDI ~~debt~~settled certain ~~significantly.~~payment ~~These~~issues ~~disruptions~~and ~~to our~~have ~~fintech~~re-opened ~~solutions~~the digital distribution network and ~~technology~~systems ~~business~~through ~~were~~Cuentas-SDI’s aconvenience ~~major~~store ~~reason~~distribution network ~~for~~of ~~the~~over ~~decline~~31,000 inlocations, ~~revenue~~including ~~between~~many across the ~~Q1-Q2~~New ~~periods~~York, inNew ~~2022~~Jersey and ~~2023~~Connecticut tri-state area.

In May 2023, The OLB Group (NASDAQ: OLB) (“OLB”) terminated a Software Licensing and Transaction Sharing Agreement with the Company for the purpose of upgrading the Cuentas Mobile App and digital distribution system. In June 2023, OLB acquired 80.01% of Cuentas-SDI. In July 2023, the Company and Cuentas-SDI settled certain payment issues and have re-opened the digital distribution network and systems through Cuentas-SDI’s convenience store distribution network of over 31,000 locations, including many across the New York, New Jersey and Connecticut tri-state area.18

~~A major factor that provides technical strength and reliability to~~ Cuentas’ ~~project~~has isagreed ~~the fintech ecosystem that it had developed. The foundation of Cuentas’ ecosystem is the software developed for the fintech platform~~ with ~~mobile~~Sutton ~~app,~~Bank ~~mobile~~to ~~wallet~~wind ~~and associated integrations that Cuentas had developed,~~down ~~designed~~its &relationship ~~implemented~~during ~~over the past 3 years~~2024. WeThese ~~believe~~activities ~~that~~were ~~the~~completed ~~upgraded,~~in ~~retooled~~August 2024 &concurrent reengineered platform will prove to be a robust, reliable transactional, marketing, financial and predictive, Tier-1 transactional platform. Cuentas’ ecosystem currently integrates its prepaid platform via dedicated APIs with ~~Sutton Bank (~~the ~~issuing~~termination ~~bank), IDology (AML & KYC) and InComm (Processor, Load Network & 3rd Party Digital Products). During the fourth quarter~~ of ~~2022,~~ the ~~Company~~InComm ~~performed its annual impairment test for~~processing ~~the~~agreement ~~impairment~~described ~~of those intangible assets~~above. ~~Based~~On onMay ~~the Company’s qualitative analysis~~16, which considered the electronic products and General Purpose Reloadable Cards reporting unit results and additional business and industry specific considerations including the impact of the settlement agreement with CIMA Telecom2024, the Company ~~performed~~received a ~~further~~Notice ~~revisions~~ of ~~the~~Termination ~~fair value~~ of ~~the~~ ~~acquired platforms.~~Contract Asfrom aSutton ~~result of the factors discussed the Company recorded an impairment charge of $3~~Bank.6 ~~million~~Management ~~whereas~~has been noevaluating ~~amount~~other ~~was~~alternatives ~~assigned to~~including ~~the~~replacing ~~acquired~~issuing ~~platforms~~bank onand ~~December~~other ~~31,~~enhanced ~~2022~~FinTech enabled solutions.

14Cuentas Prepaid Mastercard account holders may deposit funds to their account (until the August 12 2024 wind-down) via (a) no-cost Direct Deposit, or (b) for a small charge, using InComm’s VanillaLoad network in over 200,000 locations at major retailers like Walmart, CVS, Walgreens, Dollar General, and more.

~~Cuentas~~Once ~~has~~account ~~agreed~~holders ~~with~~had ~~Sutton~~available ~~Bank~~funds, ~~to wind down its relationship during~~they ~~2024~~can ~~and~~use ~~transition~~their toCuentas ~~a different US bank for issuance of its~~ Prepaid ~~Financial~~Mastercard® ~~products.~~wherever ~~Cuentas~~prepaid isMastercards inare ~~the~~accepted ~~final~~worldwide ~~stages~~and ofat ~~negotiation to~~most ~~determine~~ATMs ~~the best banking partner for its future~~ in the ~~prepaid fintech marketplace~~U. ~~On May 16~~S., ~~2024, the Company received a Notice~~ ~~of Termination of Contract from Sutton Bank. Management has been evaluating other alternatives including replacing issuing bank~~ and ~~other enhanced~~many ~~FinTech~~international ~~enabled solutions~~ATMs.

Cuentas Prepaid Mastercard account holders may deposit funds to their account via (a) no-cost Direct Deposit, or (b) for a small charge, using InComm’s VanillaLoad network in over 200,000 locations at major retailers like Walmart, CVS, Walgreens, Dollar General, and more.

Once account holders have available funds, they can use their Cuentas Prepaid Mastercard® wherever prepaid Mastercards are accepted worldwide and at most ATMs in the U.S., and many international ATMs.

Cuentas e-commerce Distribution and Mobile Payments

The Cuentas e-commerce Distribution and Mobile Payments ecosystem will allow consumers to purchase Cuentas’s line of digital products and services through a nationwide network of retailers that specifically serve Cuentas’ target market. Cuentas’ distribution network includes certain neighborhood markets known as “Bodegas” and convenience stores as well as other retail establishments. This brings previously unavailable digital products and services to those neighborhoods affected by the e-commerce digital divide.

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.

~~Cuentas Mobile App and Wallet~~19

The Cuentas Mobile App and Wallet are positioned to service the Hispanic, Latino and immigrant demographics with comprehensive financial products. Additionally, we are able to accept various forms of U.S. and some foreign government issued identification to confirm qualification for opening an account with the Cuentas App. The Cuentas App is able to accept SSN or ITIN with U.S. identification, Matricula Consular or other qualified government issued forms of identification.

The Cuentas Prepaid Mastercard® - General-Purpose Reloadable (GPR) Card

The Cuentas Prepaid GPR Card allows each account holder to have a personalized Cuentas Mastercard® and will allow them to have an associated Cuentas Account with the Mobile App, Digital Wallet, Digital Store and Long Distance Telecom services included. It will act as a comprehensive banking solution which enables access to the U.S. financial system for those who are unbanked or underbanked, while also enabling greater functionality than a traditional bank account. The cardholders’ deposited funds are currently protected in an FDIC-insured bank account at Sutton Bank and should be protected likewise with the new issuing bank.

RESULTS OF OPERATIONS

Comparison of the ~~three~~nine months ended ~~March~~September 3130, 2024 to the ~~three~~nine months ended ~~March~~September 3130, 2023

Revenue

The Company generates revenues through the sale and distribution of Digital products, General Purpose Reloadable Cards, wholesale telecommunication services and other related telecom services. Revenues during the ~~three~~nine months ended ~~March~~September 3130, 2024, totaled $~~639~~676,000 compared to $641,000,000 for the ~~three~~nine months ended ~~March~~ 31September 30, 2023. The ~~increase~~decrease in our sales is mainly related to the ~~increase~~decrease in wholesale telecommunication services in the amount of $569,000 from our Bilateral Wholesale Carrier Agreement with others including Next Communications INC., a company controlled by Arik Maimon our Chairman of the Board and our CEO ~~and an increase of $30,000 in the sales of digital products and General-Purpose Reloadable Cards partially offset by the decrease in our sales of telecommunications with TEL3~~.

Revenue by product for the ~~three~~nine months ended ~~March~~ 31September 30, 2024, and the ~~three~~nine months ended ~~March~~September 3130, 2023 are as follows:

	Three Months Ended
	Nine Months Ended
	March 31
	September 30
	2024		2023
	Dollars in thousands
Telecommunications	$	2526	$	5257
Wholesale telecommunication services		569		-860
Digital products and General Purpose Reloadable Cards		4581		1283
Total revenue	$	~~639~~676	$	641,000

Costs of Revenue and Gross profit

Cost of revenues during the ~~three~~nine months ended ~~March~~September 3130, 2024 totaled $~~708~~760,000 compared to $~~123~~1,247,000 for the ~~three~~nine months ended ~~March~~September 3130, 2023.

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 ~~three~~nine months ended September ~~March 31~~30, 2024 and $0854 during the ~~three~~nine months ended ~~March~~September 3130, 2023.

Cost of revenue also consists of costs related to the sale of the Company’s Digital products and GPR Card in the amount of $~~131~~177,000 during the ~~three~~nine months ended ~~March~~September 3130, ~~2024~~ 2024 and $67169,000 during the ~~three~~nine months ended ~~March~~September 3130, 2023.

Gross loss by product for the ~~three~~nine months ended September ~~March 31~~30, 2024, and the ~~three~~nine months ended ~~March~~September 3130, 2023 are as follows:

	Three Months Ended
	Nine Months Ended
	March 31
	September 30
	2024			2023
	Dollars in thousands
Telecommunications	$	148		$	(7167	)
Wholesale telecommunication services		4			-6
Digital products and General Purpose Reloadable Cards		(8796	)		(5286	)
Total Gross profit (loss)	$	(6984	)	$	(59247	)

1620

Gross profit margin for the ~~three~~nine months ended ~~March~~September 3130, 2024 was negative for the digital product and general purpose reloadable cards segment but slightly positive for wholesale ~~which~~ which by its nature has a tiny markup and the telecommunications segment. The gross loss for the sale of digital product and general-purpose reloadable cards stemmed from ceasing all activities with Cuentas SDI LLC. In addition, in April 2023, CIMA, which provided maintenance and support services for our technology platform, shut down access to the platform as we were transitioning to a new, improved platform. During the first quarter of 2023, we reduced product availability to Cuentas-SDI to allow Cuentas-SDI to catch up on its payments and during the second quarter of 2023 we curtailed all services to Cuentas-SDI and marketing initiatives with Cuentas-SDI due to its inability to reduce its debt significantly. These disruptions to our fintech solutions and technology business were a major reason for the decline in revenues during the year ended December 31, 2023. In May 2023, The OLB Group terminated a Software Licensing and Transaction Sharing Agreement with the Company for the purpose of upgrading the Cuentas Mobile App and digital distribution system. In ~~June~~September 2023, OLB ~~acquired~~ acquired 80.01% of Cuentas-SDI. In July 2023, the Company and Cuentas-SDI settled certain payment issues and renewed discussions and cooperation to re-open the digital distribution network and systems through Cuentas-SDI’s convenience store distribution network of over 31,000 locations, including many across the New York, New Jersey and Connecticut tri state area.

Gross loss margin for the three months ended March 31, 2024 was 11% consisting of 48% gross profit margin for the telecommunications segment and offset by a gross loss margin of 65% for the digital product and general purpose reloadable cards segment. The gross loss for the sale of digital product and general-purpose reloadable cards in the three months ended march 31, 2024 stemmed from the lower margins of our digital products since these sales derived from the sale of digital products bears minimal gross margins.

Operating Expenses

Operating expenses consist of selling, general and administrative Expenses and amortization of Intangible assets as discussed below and totaled $~~774~~1,561,000 during the ~~three~~nine months ended September ~~March 31~~30, 2024, compared to $13,~~627~~512,000 during the ~~three~~nine months ended ~~March~~September 3130, 2023 representing a net decrease of $~~784~~1,951,000.

Selling, General and Administrative Expenses

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

	Three Months Ended
	Nine Months Ended
	March 31
	September 30
	2024		2023
	Dollars in thousands
Officers compensation	$	152	$	~~227~~699
Directors fees		42125		50267
Share-based compensation		~~121~~194		~~283~~290
Professional services		~~149~~556		~~258~~737
Maintenance and support services		-		120
Legal fees		73127		~~100~~302
Payments in accordance with the processing service agreement with Incomm		75100		50200
Selling and Marketing		1835		~~142~~278
Settlements		-		299
Office expenses and other		~~142~~253		96307
Total	$	~~772~~1,542	$	13,~~625~~499

Selling, general and administrative expenses totaled $~~772~~1,542,000 during the ~~three~~nine months ended ~~March~~September 3130, 2024, a net decrease of $~~853~~1,957,000, or 5256% compared to $13,~~625~~499,000 during the ~~three~~ nine months ended ~~March~~September 3130, 2023. The decrease in our Selling, general and administrative expenses during the ~~three~~nine months ended ~~March 31~~September 30, 2024 compare to the ~~three~~ nine months ended ~~March~~September 3130, 2023, is primarily attributable to the decrease in the amount of $75547,000 in officers compensation attributable to the departure of several directors during 2023 and the reduction in the number of the officers of the Company in 2023, decrease in the amount of $~~162~~96,000 in Share-based compensation and shares issued for services, decrease in the amount of $120,000 in maintenance and support services that were provided by CIMA, decrease in the amount of $~~109~~181,000 in professional services and a decrease in selling and marketing expenses of $~~124~~241,000 since the Company reduced significantly its selling and marketing campaigns starting 2023 due to its ineffectiveness and lack of resources~~, partially offset by increase of approximately $25,000 in the agreed payments in accordance with the processing service agreement with Incomm~~.

1721

Amortization of Intangible Assets

Amortization of intangible assets totaled $2,000 during the ~~three~~nine months ended ~~March~~September 3130, 2024 ~~and~~compared to $6,000 during the nine months ended September 30, 2023. The amortization expense during the ~~three~~nine months ended ~~March~~September 3130, 2024, ~~and~~ are related to the amortization of domain name purchased on March 5, 2021.

Other Income (Expenses)

Other expenses totaled $1,272,000 during the nine months ended September 30, 2024. 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.

Other expenses totaled $511,000 during the nine months ended September 30, 2023. Other income (expenses) are mainly comprised of from impairment of our investment of $537,000 in Cuentas SDI.

Net Loss

We incurred a net loss of $2,916,000 for the nine-month period ended September 30, 2024, as compared to a net loss of $4,270,000 for the nine-month period ended September 30, 2023 due to the decrease in selling and general administrative expenses as described above.

Comparison of the three months ended September 30, 2024 to the three months ended September 30, 2023

Revenue

The Company generates revenues through the sale and distribution of Digital products, wholesale telecommunication services and other related telecom services. Revenues during the three months ended September 30, 2024, totaled $4,000 compared to $895,000 for the three months ended September 30, 2023. The decrease in our sales is mainly related to the decrease in the sales of digital products and General-Purpose Reloadable Cards partially offset by the increase in our sales of wholesale telecommunications services by our wholly owned subsidiary, M&M.

Revenue by product for the three months ended September 30, 2024, and the three months ended September 30, 2023 are as follows:

	Three Months Ended
	September 30
	2024		2023
	Dollars in thousands
Telecommunications	$		$	22
Wholesale telecommunication services				860
Digital products		4		13
Total revenue	$	4	$	895

Costs of Revenue and Gross profit

Cost of revenues during the three months ended September 30, 2024 totaled $11,000 compared to $971,000 for the three months ended September 30, 2023.

Gross loss by product for the three months ended September 30, 2024, and the three months ended September 30, 2023 are as follows:

	Three Months Ended
	September 30
	2024			2023
	Dollars in thousands
Telecommunications	$	-		$	(40	)
Wholesale telecommunication services		-			6
Digital products		(7	)		(42	)
Total Gross profit (loss)	$	(7	)	$	(76	)

Gross profit margin for the three months ended September 30, 2024 was negative both for the digital product and general purpose reloadable cards segment and for telecommunications. The gross loss for the sale of digital product and general-purpose reloadable (GPR) cards stemmed from termination of the GPR program and ceasing all activities with Cuentas SDI LLC. In addition, in April 2023, CIMA, which provided maintenance and support services for our technology platform, shut down access to the platform as we were transitioning to a new, improved platform. During the first quarter of 2023, we reduced product availability to Cuentas-SDI to allow Cuentas-SDI to catch up on its payments and during the second quarter of 2023 we curtailed all services to Cuentas-SDI and marketing initiatives with Cuentas-SDI due to its inability to reduce its debt significantly. These disruptions to our fintech solutions and technology business were a major reason for the decline in revenues during the year ended December 31, 2023. In May 2023, The OLB Group terminated a Software Licensing and Transaction Sharing Agreement with the Company for the purpose of upgrading the Cuentas Mobile App and digital distribution system. In September 2023, OLB acquired 80.01% of Cuentas-SDI. In July 2023, the Company and Cuentas-SDI settled certain payment issues and renewed discussions and cooperation to re-open the digital distribution network and systems through Cuentas-SDI’s convenience store distribution network of over 31,000 locations, including many across the New York, New Jersey and Connecticut tri state area.

Operating Expenses

Operating expenses consist of selling, general and administrative Expenses and amortization of Intangible assets as discussed below and totaled $299,000 during the three months ended September 30, 2024, compared to $1,104,000 during the three months ended September 30, 2023 representing a net decrease of $805,000.

Selling, General and Administrative Expenses

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

	Three Months Ended
	September 30
	2024		2023
	Dollars in thousands
Officers compensation and Directors fees	$	41	$	454
Share-based compensation		32		3
Professional services		182		250
Maintenance and support services		-		-
Legal fees		-		142
Payments in accordance with the processing service agreement with Incomm		-		75
Selling and Marketing		2		49
Settlements		-		-
Office expenses and other		42		124
Total	$	299	$	1,097

Selling, general and administrative expenses totaled $299,000 during the three months ended September 30, 2024, a net decrease of $798,000, or 73% compared to $1,097,000 during the three months ended September 30, 2023. The decrease in our Selling, general and administrative expenses during the three months ended September 30, 2024 compare to the three months ended September 30, 2023, is primarily attributable to the decrease in the amount of $291,000 in officers compensation and a decrease in the amount of $68,000 in professional services, attributable to the departure of several directors during 2023 and the reduction in the number of the officers and services providers of the Company in 2023, partially offset by increase in the amount of $29,000 in Share-based compensation and shares issued for services.

Amortization of Intangible Assets

Amortization of intangible assets totaled $0 during the three months ended September 30, 2024 compared to $7,000 during the three months ended September 30, 2023. The amortization expense during the three months ended September 30, 2023, and are related to the amortization of domain name purchased on March 5, 2021.

Other Income ( Expenses )

Other ~~income (~~expenses) totaled ~~an income of~~ $~~398~~93,000 during the three months ended ~~March~~September 3130, 2024. Other income (expenses) are mainly comprised of Gain from Change in fair value of derivative warrants liability issued as part of our February 2023 and August 2023 security offering, partially offset by impairment expenses of prepaid expenses, interest expenses and other expenses of $93,000.

~~During~~Other expenses totaled $2,000 during the three months ended ~~March 31~~September 30, 2023~~, the Company recognized other income (expenses) totaled to $0~~.

Net Loss

We incurred a net loss of $~~445~~399,000 for the three-month period ended ~~March~~ 31September 30, 2024, as compared to a net loss of 1,~~695~~182,000 for the three-month period ended ~~March~~September 3130, 2023 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 ~~March~~September 3130, 2024, the Company had total ~~current~~ current assets of $~~492~~1,~~000~~197,000 including $2815,000 of cash, accounts receivables of $~~290~~281,000, related parties in the amount of $~~169~~23,000, fair value of our investment in Brooksville in the amount of $800,000 and other ~~current~~ assets of $578,000 and total current liabilities of $3,~~741~~897,000 creating a working capital deficit of $32,~~249~~700,000.

AsTo date, we have principally financed our operations through the sale of ~~March~~our ~~31,~~Common ~~2023~~Stock. Nevertheless, ~~the~~management ~~Company~~anticipates ~~had~~that ~~total~~our current cash and cash equivalents position and generating ~~assets~~revenue from the sales of ~~$1,760,000,~~our ~~including~~digital ~~$205~~products,~~000~~ ofGeneral-Purpose ~~cash,~~Reloadable ~~accounts~~Cards ~~receivables~~and prepaid cellular phone services will provide us limited financial resources for the near future to continue implementing our business strategy of $1further developing our digital products,~~307~~ General Purpose Reloadable Card,~~000~~ enhance our digital products offering and increase our sales and marketing. Therefore management plans to secure additional financing sources, ~~related~~including ~~parties~~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 ~~amount~~development of ~~$172,000~~its new portal and ~~other~~financial technology capabilities. ~~current~~There ~~assets~~can ofbe ~~$76~~no assurance,~~000~~ 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 ~~March~~September 3130, ~~2023~~2024, the Company had ~~total~~approximately ~~current~~$15,000 ~~liabilities~~in ofcash and cash equivalents, approximately $42,~~689~~700,000 ~~creating~~in a negative working capital ~~deficit~~and an accumulated deficit of approximately $257,~~929~~862,000. These conditions raise substantial doubt about the Company’s ability to continue as a going concern as of September 30, 2024.

The increase in our working capital deficit was mainly due the increase in our negative cash flow from operations activities in the amount of in the amount of $310,000 partially mitigated by our Cash and Cash equivalents from financing activities in the amount of $133,000 due to proceeds from short terms loan received.24

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 March 31, 2024, the Company had approximately $28,000 in cash and cash equivalents, approximately $3,249,000 in negative working capital and an accumulated deficit of approximately $55,391,000. These conditions raise substantial doubt about the Company’s ability to continue as a going concern as of March 31, 2024.

Cash Flows – Operating Activities

The Company’s operating activities for the nine ~~three~~ months ended ~~March~~ 31September 30, 2024, resulted in net cash used of $~~310~~592,000. Net cash used in operating activities consisted of a net loss of $~~445~~2,916,000, partially offset by non-cash expenses mainly consisting of share-based compensation of $~~120~~194,000 and loss on impairment of an investment in unconsolidated subsidiary of $1,916,000, Changes in operating assets and liabilities utilized cash of $~~422~~417,000, resulting mainly from an increase in accounts receivable ~~- related parties~~ of $~~774~~1,628,000 offset by increase in accounts ~~payables~~ receivable – related parties of $1765,~~741,~~000 and ~~Impairment~~decrease ofif ~~prepaid~~other ~~expenses~~accounts liabilities of $75648,000.

The Company’s operating activities for the nine ~~three~~ months ended ~~March~~ 31September 30, 2023, resulted in net cash used of $13,~~453~~201,000. Net cash used in operating activities consisted of a net loss of $14,~~695~~294,000, partially ~~mainly~~ offset by non-cash expenses mainly consisting of share-based compensation of $~~283~~290,000. ~~Changes~~and impairment loss due to decrease in ~~operating~~cost ~~assets~~of ~~and liabilities~~an ~~utilized~~investment ~~cash~~in a non-consolidated entity in the amount of $56537,000, ~~resulting~~Changes ~~mainly~~in ~~from~~operating anassets ~~increase~~and inliabilities utilized ~~related~~cash ~~parties~~ of $88473,000.

Cash Flows – Investing Activities

The Company’s ~~had~~investment ~~no investing~~ activities for ~~the~~ ~~three~~the nine months ended ~~March~~September 3130, 2024 orresulted ~~2023~~in net cash provided by investment activities of $81,000 due to proceeds from sale of an investment in an unconsolidated entity.

The Company’s investment activities for the nine months ended September 30, 2023 resulted in net cash used of $2,238,000 due to the Company’s investment in Brooksville Development Partners, LLC. in the amount of $2,085,000.

Cash Flows – Financing Activities

The Company’s financing activities for the three months ended ~~March~~September 3130, 2024, resulted in net cash received of $~~133~~321,000 mainly consisting of $~~150~~390,000 received from short term loan received. 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 $178,250 (the “February Promissory Note”). The Company received net proceeds of $150,000 in consideration of issuance of the February Promissory Note after original issue discount of $23,250 and legal fees of $5,000. 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 $96,000 (the “April Promissory Note”). The Company received net proceeds of $75,000 in consideration of issuance of the April Promissory Note after original issue discount of $16,000 and legal fees of $5,000. The Company was unable to fully pay the remaining balance and the investor was awarded a judgement against Cuentas. On May 14, 2025, the Company entered into a settlement agreement with 1800 Diagonal Lending, LLC to resolve all outstanding obligations associated with a judgment and related promissory notes. After accounting for payments made, the Company agreed to a full and final settlement payment of $112,500, inclusive of interest and legal fees. The settlement resulted in the release of all liabilities relating to the judgment and promissory notes. Payment was made on May 27, 2025

The Company’s financing activities for the three months ended ~~March~~September 3130, 2023, resulted in net cash received of $46,~~315~~030,000, mainly consisting of $46,~~319~~034,000 received from the ~~sale~~ sale of our common stock.

On ~~April~~May 322, ~~2024~~2025, the Company signed a Membership Interest Purchase Agreement (MIPA) with Brooksville ~~Development~~FL Partners, LLC (“~~BDP~~Buyer”), inthe ~~which~~holder ~~Cuentas~~of ~~has~~the aminority ~~63.9%~~stake ~~equity~~in ~~interest~~Brooksville, for ~~entered~~the ~~into~~sale anof ~~agreement~~its tofull ~~sell~~Interests ~~the~~in Brooksville ~~Property~~ for ~~a purchase~~total ~~price~~consideration of $7800.2 ~~million.~~ The ~~sale,~~transaction ~~which~~closed ison ~~expected~~May to27, ~~close~~2025 ~~before~~and, ~~the~~in ~~end~~accordance with of the ~~second~~terms ~~quarter~~ of ~~2024~~the MIPA, ~~is subject to certain conditions customary for similar real estate transactions. The purchaser has~~ the ~~right~~Company todirected ~~terminate~~ the ~~agreement~~escrow ~~during~~agent ~~an inspection period prior~~ to ~~June~~disburse ~~3, 2024 due to title defects or other issues identified in~~ a ~~title~~portion ~~report or survey~~ of the ~~premises~~sale orproceeds ~~the~~to ~~existence of~~satisfy ~~monetary~~four ~~liens~~outstanding obligations ~~not~~owed ~~remedied~~to orcertain ~~removed~~judgment byand ~~BDP~~debt ~~at the request of purchaser~~holders. ~~There~~These ~~can~~settlement bepayments nowere ~~assurance~~made ~~that~~directly by the ~~sale~~escrow ~~will~~agent ~~be completed~~ on ~~the~~behalf ~~terms~~of ~~set~~the Company ~~forth~~ in ~~the~~connection ~~agreement,~~with ~~if at all. Cuentas will use its pro rata portion of~~ the ~~net~~closing ~~proceeds~~ of the ~~sale, estimated between $1~~transaction.~~625 million and $1.9 million, as working capital and for other opportunities that may become available.~~

On May 20, 2024, the Company entered into a Membership Interest Purchase Agreement (the “Agreement”) dated as of May 20, 2024 with OLB Group, Inc. (“Buyer”) whereby it acquired 19.99% of the membership interests of Cuentas SDI, LLC, a Florida limited liability company (the “LLC”) for a purchase price of $215,500. OLB made payments totaling $108,000 and a final settlement was executed on May 23, 2025 where OLB paid $25k.

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 ~~March~~September 3130, 2024, we had no off-balance ~~sheet~~ sheet arrangements of any nature.

1925

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, 2022, 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 ~~March~~September 3130, 2024, 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 ~~Executive Officer and Chief~~ Financial Officer ~~have~~ 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 ~~Executive Officer and Chief~~ Financial Officer ~~have~~ 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

~~There~~On ~~were~~June no30, ~~changes~~2025 inour ~~the~~former ~~Company’s~~Chief ~~internal~~Financial Officer ~~control~~Mr. ~~over~~Zakai resigned ~~financial~~from ~~reporting~~his ~~during~~position ~~the~~as ~~three-month~~Company’s ~~period~~CFO. ~~ended~~On ~~March~~July 311, ~~2024~~2025, ~~that~~our ~~has~~Board ~~materially~~of ~~affected,~~directors orapproved isthe ~~reasonably~~nomination ~~likely~~of toMr. ~~materially~~Michael ~~affect,~~De ~~the~~Prado as Company’s ~~internal~~Interim ~~control over financial reporting~~CFO.

2026

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~~September 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 ~~December~~September 3130, ~~2023~~2024, the company accrued $300,000 due to this matter. Was this settled ?

On October 4, 2022, Crosshair Media Placement, LLC, a Kentucky based marketing company, filed and served a complaint on Cuentas for breach of contract alleging breach of contract damages of $629,807.74, which case remains pending in the United States District Court for the Western District of Kentucky, case no. 3:22-CV-512-CHB. On May 9, 2023, the Company and the plaintiff attended a court settlement conference before the federal magistrate judge presiding over the matter. ~~The~~On ~~parties~~May ~~reached~~13, a2025, ~~settlement that~~ the Company’s ~~will~~President ~~make~~and ~~the~~Chief ~~following~~Executive ~~installments~~Officer executed a joint personal guaranty in favor of Crosshair Media Placement, LLC, securing the ~~amount~~full payment of ~~$630,000~~amounts toowed ~~fully resolve~~by the ~~matter:~~Company ~~$50,000~~pursuant onto ora ~~about~~judgment ~~June~~in 1,the amount of $20453,~~000~~856.68, plus onaccrued orinterest ~~about~~and ~~July~~attorney’s 1,fees. ~~and~~Pursuant ~~nine~~to ~~equal~~an ~~$15,000~~agreement ~~monthly~~with ~~payments~~Crosshair ~~due~~Media ~~the~~Placement, ~~first~~LLC’s oflegal ~~each month~~counsel, ~~then~~the parties agreed to a full and final ~~payment~~settlement in the amount of $~~425~~465,~~000~~856.68, ~~due~~inclusive ~~May~~of 1,interest ~~2024~~and legal fees. AsPayment ofwas ~~December~~remitted on 31May 27, ~~2023~~2025, by the ~~Company~~escrow ~~has~~agent ~~paid~~in ~~$70,000~~connection towith the ~~plaintiff~~closing ~~under~~of the ~~above~~ ~~referenced~~Membership ~~settlement~~Interest ~~agreement~~Purchase Agreement.

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.. ~~The~~On ~~Company~~May ~~and~~22, 2025, the ~~employee~~Company ~~are~~entered ~~discussing~~into a settlement agreement to resolve a previously adjudicated legal matter with a full and ~~estimates~~final ~~that~~payment ~~the~~of ~~maximum~~$28,000, inclusive of interest and legal fees. The settlement included mutual releases of ~~amount~~claims by both parties. Although the ~~Company~~payment ~~will~~was beinitially ~~required~~attempted toon ~~pay~~May ~~will~~27, ~~not~~2025, ~~exceed~~by ~~$30~~the escrow agent handling the Membership Interest Purchase Agreement,~~000~~ it was completed on May 28, 2025, due to incorrect account information provided by the payee.

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, 2023 (the “2023 Form 10-K”). Prospective investors are encouraged to consider the risks described in our 2023 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.

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).

2228

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: May 20, 2024	By:	/s/ Shalom Arik Maimon
Date: July 2, 2025	By:	/s/ Shalom Arik Maimon
		Chief Executive Officer
	By:	/s/ Shlomo Zakai
		Chief Financial Officer

2329

Filing Compare · Cuentas Inc.