Cuentas Inc. Files 8-K on Agreements and Equity Sales

TL;DR

CUEN filed an 8-K detailing new debt, equity sales, and exec changes from Sept 18.

AI Summary

Cuentas Inc. filed an 8-K on October 24, 2025, reporting several key events that occurred on September 18, 2025. These include entering into a material definitive agreement, creating a direct financial obligation, and the unregistered sale of equity securities. The filing also notes changes in directors or officers and compensatory arrangements.

Why It Matters

This 8-K filing indicates significant corporate actions by Cuentas Inc., including new financial obligations and equity transactions, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and regulatory risks.

Key Players & Entities

• Cuentas Inc. (company) — Filer of the 8-K report
• NEXT GROUP HOLDINGS, INC. (company) — Former company name of Cuentas Inc.
• Pleasant Kids, Inc. (company) — Former company name of Cuentas Inc.
• NYBD Holding, Inc. (company) — Former company name of Cuentas Inc.

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share CUEN OTC Warrants, each
• $385,000 — "Investor") for aggregate principal of $385,000 (the "WM Notes"). The first agreement p
• $260,000 — tes"). The first agreement provided for $260,000 of notes (Sept. 22, 2025) and the secon
• $125,000 — . 22, 2025) and the second provided for $125,000 of notes (Oct. 1, 2025). The WM Notes a
• $110,000 — to use part of the proceeds to (i) pay $110,000 to Michael De Prado in connection with
• $473,000, b — (i) Note One in the principal amount of $473,000, bearing interest at 2.0% per annum, matur
• $2,000,000 — f (A) a qualified financing of at least $2,000,000 or (B) one year from issuance (default
• $200,000, m — ii) Note Two in the principal amount of $200,000, maturing on the first anniversary of issu
• $473,000 — s the right to convert up to 50% of his $473,000 note to CUEN shares at $0.42 per share.
• $0.42 — of his $473,000 note to CUEN shares at $0.42 per share. Fintech license. Also on S
• $586,087.62 — Maimon (CEO) in the principal amount of $586,087.62; (ii) a note to Schulman in the princip
• $112,900.11 — to Schulman in the principal amount of $112,900.11; and (iii) a note to AM Law in the prin
• $308,000 — te to AM Law in the principal amount of $308,000. Each bears interest at 2% per annum wi
• $293,043.81 — t 50% of his $586,087.62 note, equal to $293,043.81 to CUEN common shares at $0.42 per shar
• $154,000 — vert 50% of its $308,000 note, equal to $154,000 to CUEN shares at $0.42 per share, yiel

Filing Documents

• ea0262066-8k_cuentas.htm (8-K) — 42KB
• ea026206601ex10-11_cuentas.htm (EX-10.11) — 107KB
• ea026206601ex10-12_cuentas.htm (EX-10.12) — 66KB
• ea026206601ex10-13_cuentas.htm (EX-10.13) — 149KB
• ea026206601ex10-14_cuentas.htm (EX-10.14) — 27KB
• ea026206601ex10-15_cuentas.htm (EX-10.15) — 14KB
• ea026206601ex10-16_cuentas.htm (EX-10.16) — 28KB
• ea026206601ex10-17_cuentas.htm (EX-10.17) — 32KB
• ea026206601ex10-18_cuentas.htm (EX-10.18) — 72KB
• ea026206601ex10-19_cuentas.htm (EX-10.19) — 11KB
• ea026206601ex10-20_cuentas.htm (EX-10.20) — 31KB
• ea026206601ex10-21_cuentas.htm (EX-10.21) — 33KB
• ea026206601ex10-22_cuentas.htm (EX-10.22) — 34KB
• ea026206601ex10-23_cuentas.htm (EX-10.23) — 6KB
• ea026206601ex10-24_cuentas.htm (EX-10.24) — 5KB
• ex10-17_001.jpg (GRAPHIC) — 4KB
• ex10-17_002.jpg (GRAPHIC) — 4KB
• ex10-17_003.jpg (GRAPHIC) — 5KB
• ex10-17_004.jpg (GRAPHIC) — 5KB
• 0001213900-25-101868.txt ( ) — 1044KB
• cuen-20250918.xsd (EX-101.SCH) — 4KB
• cuen-20250918_def.xml (EX-101.DEF) — 26KB
• cuen-20250918_lab.xml (EX-101.LAB) — 36KB
• cuen-20250918_pre.xml (EX-101.PRE) — 25KB
• ea0262066-8k_cuentas_htm.xml (XML) — 5KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. World Mobile financings (Sept. 22 and Oct. 1, 2025). 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 $385,000 (the "WM Notes"). The first agreement provided for $260,000 of notes (Sept. 22, 2025) and the second provided for $125,000 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. The Company agreed to use part of the proceeds to (i) pay $110,000 to Michael De Prado in connection with his separation, and (ii) fund professional fees to bring SEC reporting current; the October 1 agreement states proceeds will be applied to the "Plum Contract." Separation and financing arrangements with Michael De Prado (Sept. 18, 2025). 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 $110,000 in cash and issued two secured promissory notes to Mr. De Prado: (i) Note One in the principal amount of $473,000, bearing interest at 2.0% per annum, maturing upon the earlier of (A) a qualified financing of at least $2,000,000 or (B) one year from issuance (default interest 18%); and (ii) Note Two in the principal amount of $200,000, maturing on the first annivers

03. Creation of a Direct Financial Obligation or an Obligation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The Company's obligations under the WM Notes (aggregate principal $385,000, convertible pursuant to their terms) constitute direct financial obligations of the Company as of September 22, 2025 and October 1, 2025, respectively. The De Prado Note One ($473,000, 2% cash interest; optional conversion at $0.42 per share; piggyback rights) and Note Two ($200,000, no cash interest unless default; 8% default) are secured by first-priority liens on the Company's Fintech (non-MVNO) assets under separate security agreements. The security agreements restrict further liens, require perfection and maintenance of the security interest, and provide UCC remedies upon default. On October 17, 2025, the Company also became obligated under the three unsecured notes issued to Mr. Maimon, Schulman and AM Law described under Item 1.01 above (each 2% interest; 15% interest in case of default; optional conversion at $0.42 per share; piggyback rights).

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The WM Notes (aggregate principal $385,000) and the three October 17, 2025 convertible notes referenced above were issued in transactions not involving a public offering. The Company relied on the exemptions from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D. The Investor and the noteholders represented to the Company that they are sophisticated and/or "accredited investors," and the transactions did not involve general solicitation. Any shares of common stock issuable upon conversion of the notes have not been registered and may not be offered or sold in the United

02. Departure of Directors or Certain Officers; Election

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 18, 2025, the Company and Michael De Prado entered into a Confidential Separation Agreement. On October 21, 2025, Mr. De Prado resigned as President, Executive Vice Chairman and Chief Financial Officer. In connection with his separation, the Company agreed to pay $110,000 in cash and issued the two secured notes described in Item 2.03 above. The Separation Agreement includes customary mutual releases, confidentiality and non-disparagement provisions. Mr. De Prado or disputes between myself, management, the Board, or our Auditors. I have greatly valued my time with Cuentas Inc. and am proud of the contributions I have made toward the company's growth and success. Working alongside such a dedicated and professional team has been an honor. I am proud to have co-founded Cuentas and to have contributed meaningfully to its vision, foundation, and growth. As I transition into a new professional capacity, I remain fully supportive of the company's continued progress and am confident in its future success. I look forward to seeing Cuentas achieve new milestones for its shareholders and stakeholders, and I will continue to champion its mission in my ongoing new role as a substantial shareholder and it's co-founder". Shalom Arik Maimon will serve as Interim Chief Financial Officer, effective immediately. The Board will commence a search initiative to identify qualified CFO candidates to present to the BOD for consideration and approval .

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.11 Cuentas-World Mobile Convertibile Note Purchase Agreement One 10.12 Cuentas-World Mobile Convertibile Note Purchase Agreement Two 10.13 Cuentas – Michael De Prado Separation Agreement 10.14 Cuentas – Michael De Prado Secured Promissory Note One 10.15 Cuentas – Michael De Prado Security Agreement Note One 10.16 Cuentas – Michael De Prado Secured Promissory Note Two 10.17 Cuentas – Michael De Prado Security Agreement Note Two 10.18 Cuentas – Michael De Prado Licensing Agreement 10.19 Cuentas – Michael De Prado Allonge to Secured Promissory Note 10.20 Cuentas –Promissory Notes to AM Law 10.21 Cuentas –Promissory Notes to Shalom Arik Maimon 10.22 Cuentas –Promissory Notes to Matt Schulman 10.23 Cuentas –Notice of Conversion - Arik Maimon 10.24 Cuentas –Notice of Conversion - AM Law 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CUENTAS INC. Date: October 23, 2025 By: /s/ Shalom Arik Maimon Shalom Arik Maimon Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR