Events During the Period and After	3 Months Ended
Mar. 31, 2025
Events During the Period and After [Abstract]
EVENTS DURING THE PERIOD AND AFTER	NOTE 3 – EVENTS DURING THE PERIOD AND AFTER OLB Group, Inc. settlement agreement. Further to Note 3c in the Consolidated Financial Statements as of December 31, 2024, 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.. 1800 Diagonal Lending, LLC Further to Note 5a in the Consolidated Financial Statements as of December 31, 2024, on May 14, 2025, the Company entered into a Settlement Agreement and Mutual Release (the “1800 Agreement”) with 1800 Diagonal Lending, LLC for the obligations under the February Promissory Note and the April Promissory Note. According to the 1800 Agreement the Company will pay $112.5, for the full release from all liabilities associated with the related judgment and promissory notes. On May 27, 2025, full payment of $112.5 was made and on September 6, 2025, the reserve of shares held at the transfer agent were retired. Disposal of Ownership Interest in Brooksville Development Partners Further to Note 3b in the Consolidated Financial Statements as of December 31, 2024, on May 22, 2025, the Company signed a Membership Interest Purchase Agreement (MIPA) with Brooksville FL Partners, LLC (“Buyer”) the holder of the minority stake in Brooksville, for the sale of its full interests in Brooksville for total consideration of $800. Accordingly, the entire investment was classified to Investment in Unconsolidated Entities Held for Sale. On May 27, 2025, the MIPA closing took place and the Escrow agent received $800 from the Buyer. The Escrow agent completed payments to Cuentas’ 4 major creditors whose total debt of $1,140 was settled for approx. $666.3 EAdvance Services LLC. Further to Note 5b in the Consolidated Financial Statements as of December 31, 2024, on May 22, 2025, the Company settled outstanding obligations with EAdvance Services LLC for $60, with cancellation of all prior UCC filings, liens, encumbrances, or personal guarantees relating to the claim. Mutual releases were also executed by both parties. Settlement of Legal and Other Contingencies Crosshair Media Placement, LLC: On May 13, 2025, Cuentas’ President and CEO provided a Joint Personal Guaranty to Crosshair Media Placement, LLC for the full payment of amounts owed by Cuentas pursuant to a judgment totaling $454 plus interest and attorney’s fees. On May 13, 2025, the Company’s President and Chief Executive Officer executed a joint personal guaranty in favor of Crosshair Media Placement, LLC, securing the full payment of amounts owed by the Company pursuant to a judgment in the amount of $454, plus accrued interest and attorney’s fees. Pursuant to an agreement with Crosshair Media Placement, LLC’s legal counsel, the parties agreed to a full and final settlement in the amount of $466, inclusive of interest and legal fees. Payment was remitted on May 27, 2025, by the escrow agent in connection with the closing of the Membership Interest Purchase Agreement. On February 8, 2023, a former employee of the Company, filed a complaint for breach of employment agreement alleging the Company failed to pay her certain compensation she alleges she was entitled to upon her resignation. On May 22, 2025, the Company entered into a settlement agreement to resolve a previously adjudicated legal matter with a full and final payment of $28, inclusive of interest and legal fees. The settlement included mutual releases of claims by both parties. Convertible notes On September 22, 2025 and October 1, 2025, Cuentas, Inc. (the “Company”) entered into two Convertible Note Purchase Agreements with World Mobile Group Ltd. (the “Investor”) for aggregate principal of $385 (the “WM Notes”). The first agreement provided for $260 of notes (Sept. 22, 2025) and the second provided for $125 of notes (Oct. 1, 2025). The WM Notes are convertible into shares of the Company’s common stock pursuant to their terms. Closings occurred on the agreement dates. As conditions to closing, the Company agreed to deliver an irrevocable transfer-agent instruction letter and to provide a customary reserve of shares for conversions. The September 22 agreement also provides the Investor the right to designate one director to the Company’s board so long as the Investor and its affiliates beneficially own at least 5% of the Company, and it grants certain protective approval rights tied to covenants and event-of-default actions under the notes. On September 18, 2025, the Company and Mr. De Prado executed a Confidential Separation Agreement and related financing documents. In connection with his departure, the Company agreed to pay $110 in cash and issued two secured promissory notes to Mr. De Prado: (i) Note One in the principal amount of $473, bearing interest at 2.0% per annum, maturing upon the earlier of (A) a qualified financing of at least $2,000 or (B) one year from issuance (default interest 18%); and (ii) Note Two in the principal amount of $200, maturing on the first anniversary of issuance, with the holder’s exclusive option at maturity to require either cash payment of all outstanding principal and accrued interest or the transfer by the Company, via certificate of sale, of all non-telecom/MVNO assets that comprise the Company’s Fintech division (no cash interest unless default; 8% default interest). Each De Prado note is secured by a first-priority security interest in the Company’s Fintech (non-MVNO) assets pursuant to separate security agreements On October 17, 2025, the Company issued three additional unsecured convertible promissory notes: (i) a note to Shalom Arik Maimon (CEO) in the principal amount of $586; (ii) a note to Schulman in the principal amount of $113; and (iii) a note to AM Law in the principal amount of $308. Each bear’s interest at 2% per annum with 15% default interest and is voluntarily convertible at the holder’s option into common stock at $0.42 per share; the notes also provide piggyback registration rights. After issuance, Mr. Maimon instructed conversion of 50% of his note ($293) into 697,723 shares, and AM Law instructed conversion of 50% of its note ($154) into 366,666 shares, in each case at $0.42 per share. Fintech license. Also on September 18, 2025, the Company entered into a 16-month license with Mr. De Prado granting use and access to the Fintech assets (as detailed in Schedule A) with those assets to be held in escrow by AM Law until the Note Two option is exercised. MVNO assets are expressly excluded. The various agreements with Mr. Michael De Prado were signed on September 18, 2025 but were not fully consummated until October 21, 2025 upon the release of the deliverables from escrow by the escrow agent. Engagement Letter with Maxim Group LLC On October 13, 2025, the Company entered into an engagement letter with Maxim Group LLC (“Maxim”), a registered broker-dealer and investment bank, pursuant to which Maxim was engaged to act as the exclusive managing underwriter and sole book-running manager for a proposed follow-on public offering (the “Offering”) of the Company’s common stock, par value $0.001 per share, and/or units consisting of common stock and warrants. Under the terms of the engagement letter, the Offering is expected to be conducted on a firm commitment basis and may include an overallotment option for up to 15% additional securities. Maxim is entitled to receive an underwriting discount of 8% of the public offering price and underwriter warrants equal to 8% of the total number of securities sold in the Offering. These warrants will be exercisable six months after the effective date of the registration statement, at an exercise price equal to 100% of the public offering price, and will expire five years after issuance. The Company agreed to pay Maxim an advance of $15 upon execution of the engagement letter, plus an additional $10 upon filing the registration statement, as reimbursement for accountable out-of-pocket expenses. In addition, the Company shall be responsible for all legal, regulatory, and related offering expenses, including Maxim’s legal fees up to $125 in the event of a closing, or $25 if no closing occurs. The engagement letter also grants Maxim a right of first refusal for 18 months following the closing of the Offering to act as the Company’s exclusive underwriter, placement agent, or financial advisor in any future public or private equity, equity-linked, or debt offering (excluding bank debt). The engagement letter includes standard indemnification and contribution provisions in favor of Maxim and its affiliates, customary lock-up requirements for company officers, directors, and major shareholders for a period of six months post-offering, and requires that the Company maintain NASDAQ or NYSE listing, audited PCAOB financial statements, and key man insurance. This engagement letter was approved and signed by the Company’s Chief Executive Officer on October 13, 2025 and remains effective through August 31, 2026, unless earlier terminated under the conditions specified therein. Hallo 015 Agreement On November 1, 2025, the Company, through its subsidiary World Mobile LLC, entered into a Distribution Agreement with International Communications 015 Ltd (dba “Hallo 015”), an Israeli telecommunications distributor. Under the agreement, Hallo 015 was granted a non-exclusive worldwide right to distribute the Company’s eSIM products through its authorized network of retailers and online channels. The initial term of the agreement is three years with automatic one-year renewals unless terminated earlier in accordance with its terms. The arrangement provides for an initial purchase of 1,000 eSIMs at $0.15 per month per unit, with weekly billing based on first-use activation and a credit facility of $5 established for the distributor. The Distributor is responsible for Israel termination at its own cost and for maintaining regulatory compliance and sales support within its territory. The Company retains all intellectual-property rights and may adjust discounts or terminate for convenience upon 90 days’ written notice. Directors and Executive Officers The names of our director and executive officers and their ages, positions, and biographies are set forth below. Our executive officers are appointed by, and serve at the discretion of, our board of directors. On October 21, 2025, Michael De Prado resigned as President, Executive Vice Chairman and Chief Financial Officer. In connection with his separation, the Company paid $110 in cash and issued two secured promissory notes. Mr. De Prado’s resignation did not involve any disagreement with the Company on any matter relating to operations, policies or practices. The Board has initiated a process to identify qualified Chief Financial Officer candidates. Changes in Internal Control over Financial Reporting On June 30, 2025 our former Chief Financial Officer Mr. Zakai resigned from his position as Company’s CFO. On July 1, 2025, our Board of directors approved the nomination of Mr. Michael De Prado as Company’s Interim CFO. On July 1, 2025, our Board of directors approved the nomination of Mr. Michael De Prado as Company’s Interim CFO. On October 21, 2025, Michael De Prado resigned his position as Chief Financial Officer as part of his full separation agreement. On November 6, 2025, our Board of directors approved the nomination of Mr. Ofek Suchard as Company’s Interim CFO.

Events During the Period and After

3 Months Ended

Mar. 31, 2025

Events During the Period and After [Abstract]

NOTE 3 – EVENTS DURING THE PERIOD AND AFTER

OLB Group, Inc. settlement agreement.

Further to Note 3c in the Consolidated Financial Statements as of December 31, 2024, 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..

1800 Diagonal Lending, LLC

Further to Note 5a in the Consolidated Financial Statements as of December 31, 2024, on May 14, 2025, the Company entered into a Settlement Agreement and Mutual Release (the “1800 Agreement”) with 1800 Diagonal Lending, LLC for the obligations under the February Promissory Note and the April Promissory Note. According to the 1800 Agreement the Company will pay $112.5, for the full release from all liabilities associated with the related judgment and promissory notes.

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

Disposal of Ownership Interest in Brooksville Development Partners

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

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

EAdvance Services LLC.

Further to Note 5b in the Consolidated Financial Statements as of December 31, 2024, on May 22, 2025, the Company settled outstanding obligations with EAdvance Services LLC for $60, with cancellation of all prior UCC filings, liens, encumbrances, or personal guarantees relating to the claim. Mutual releases were also executed by both parties.

Settlement of Legal and Other Contingencies

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

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

Convertible notes

On September 22, 2025 and October 1, 2025, Cuentas, Inc. (the “Company”) entered into two Convertible Note Purchase Agreements with World Mobile Group Ltd. (the “Investor”) for aggregate principal of $385 (the “WM Notes”). The first agreement provided for $260 of notes (Sept. 22, 2025) and the second provided for $125 of notes (Oct. 1, 2025). The WM Notes are convertible into shares of the Company’s common stock pursuant to their terms. Closings occurred on the agreement dates. As conditions to closing, the Company agreed to deliver an irrevocable transfer-agent instruction letter and to provide a customary reserve of shares for conversions. The September 22 agreement also provides the Investor the right to designate one director to the Company’s board so long as the Investor and its affiliates beneficially own at least 5% of the Company, and it grants certain protective approval rights tied to covenants and event-of-default actions under the notes.

On September 18, 2025, the Company and Mr. De Prado executed a Confidential Separation Agreement and related financing documents. In connection with his departure, the Company agreed to pay $110 in cash and issued two secured promissory notes to Mr. De Prado: (i) Note One in the principal amount of $473, bearing interest at 2.0% per annum, maturing upon the earlier of (A) a qualified financing of at least $2,000 or (B) one year from issuance (default interest 18%); and (ii) Note Two in the principal amount of $200, maturing on the first anniversary of issuance, with the holder’s exclusive option at maturity to require either cash payment of all outstanding principal and accrued interest or the transfer by the Company, via certificate of sale, of all non-telecom/MVNO assets that comprise the Company’s Fintech division (no cash interest unless default; 8% default interest). Each De Prado note is secured by a first-priority security interest in the Company’s Fintech (non-MVNO) assets pursuant to separate security agreements

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

Fintech license.

Also on September 18, 2025, the Company entered into a 16-month license with Mr. De Prado granting use and access to the Fintech assets (as detailed in Schedule A) with those assets to be held in escrow by AM Law until the Note Two option is exercised. MVNO assets are expressly excluded. The various agreements with Mr. Michael De Prado were signed on September 18, 2025 but were not fully consummated until October 21, 2025 upon the release of the deliverables from escrow by the escrow agent.

Engagement Letter with Maxim Group LLC

On October 13, 2025, the Company entered into an engagement letter with Maxim Group LLC (“Maxim”), a registered broker-dealer and investment bank, pursuant to which Maxim was engaged to act as the exclusive managing underwriter and sole book-running manager for a proposed follow-on public offering (the “Offering”) of the Company’s common stock, par value $0.001 per share, and/or units consisting of common stock and warrants.

Under the terms of the engagement letter, the Offering is expected to be conducted on a firm commitment basis and may include an overallotment option for up to 15% additional securities. Maxim is entitled to receive an underwriting discount of 8% of the public offering price and underwriter warrants equal to 8% of the total number of securities sold in the Offering. These warrants will be exercisable six months after the effective date of the registration statement, at an exercise price equal to 100% of the public offering price, and will expire five years after issuance.

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

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

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

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

Hallo 015 Agreement

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

Directors and Executive Officers

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

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

Changes in Internal Control over Financial Reporting

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

Cuentas Inc. 10-Q