UNITED STATES OF AMERICA

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

☐ 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)

305-537-6832

(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value

Warrants

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

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

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

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

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

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

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

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

Since the registrant’s common stock was not eligible for trading as of June 30, 2025, the last day of the registrant’s most recently completed second fiscal quarter, the Company is unable to determine the aggregate market value of the common stock held by non-affiliates as of that date. As of June 30, 2025, there were outstanding 2,730,058 shares of common stock, 1,756,070 of which were held by non-affiliates.

The number of shares of Common Stock, $0.001 par value, outstanding on March 29, 2026 was 9,710,598 shares 3,721,795 of which were held by non-affiliates.

TABLE OF CONTENTS

		Page
PART I

Item 1.	Business	1
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	16
Item 1C.	Cybersecurity	15
Item 2.	Properties	16
Item 3.	Legal Proceedings	16
Item 4.	Mine Safety Disclosures	17

PART II

Item 5.	Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	18
Item 6.	[Reserved]	21
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 8.	Financial Statements and Supplementary Data	27
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	28
Item 9A	Control and Procedures	28
Item 9B.	Other Information	29
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	29

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	30
Item 11.	Executive Compensation	34
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	38
Item 13.	Certain Relationships and Related Transactions, and Director Independence	39
Item 14.	Principal Accounting Fees and Services	40

PART IV

Item 15.	Exhibits, Financial Statement Schedules	41
Item 16.	Form 10-K Summary	43

SPECIAL NOTE

As used in this Annual Report on Form 10-K (the “Annual Report”), unless the context otherwise requires, the terms “the Company,” “Cuentas,” “we,” “us,” and “our” refer to Cuentas Inc., a Florida corporation.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report includes forward-looking statements as the term is defined in the Private Securities Litigation Reform Act of 1995 or by the U.S. Securities and Exchange Commission in its rules, regulations and releases, regarding, among other things, all statements other than statements of historical facts contained in this report, including statements regarding our future financial position, business strategy, and plans and objectives of management for future operations. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. In addition, our past results of operations do not necessarily indicate our future results.

These statements include, among other things, statements regarding:

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our ability to implement our business plan;

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our ability to attract key personnel;

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our ability to operate profitably;

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our ability to efficiently and effectively finance our operations;

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our ability to raise additional financing for working capital;

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our ability to efficiently manage our operations;

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that our accounting policies and methods may require management to make estimates about matters that are inherently uncertain;

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changes in the legal, regulatory and legislative environments in the markets in which we operate; and

●

adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations.

Except as otherwise required by applicable laws and regulations, we undertake no obligation to publicly update or revise any forward-looking statements or the risk factors described in this report, whether as a result of new information, future events, or changed circumstances after the date of this report. You should not rely upon forward-looking statements as predictions of future events or performance. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. No forward-looking statement is a guarantee of future performance. You should read this Annual Report and the documents that we reference in this Annual Report and have filed with the Securities and Exchange Commission (the SEC) thereto completely and with the understanding that our actual future results may be materially different from any future results expressed or implied by these forward-looking statements.

The Company maintains a website at www.cuentas.com. The Company makes available, free of charge, through the Investor Information section of the website, its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 filings and all amendments to those reports, as soon as reasonably practicable after such material is electronically filed with the Securities and Exchange Commission. Any of the foregoing information is available in print to any stockholder who requests it by contacting our Investor Relations Department. Alternatively, you may also access our reports at the SEC’s website at www.sec.gov.

PART I

ITEM 1. BUSINESS

Our Business

Cuentas, Inc. (OTCQB: CUEN) is an integrated communications, entertainment, and lifestyle platform company designed to deliver a complete mobile-first consumer experience. Through proprietary technology and strategic media alliances, Cuentas combines mobile telephony, premium entertainment content, and digital lifestyle services into a single, integrated ecosystem.

Operating in two core markets—Mobile Telecommunications and Entertainment Media Distribution—Cuentas is building a next-generation platform where mobile service is not only a utility, but the exclusive gateway to a robust entertainment and content offering. The Company’s mobile infrastructure is designed to distribute, monetize, and enhance premium media experiences from top-tier entertainment personalities and content creators. The mobile platform is active and is actively adding customers. The entertainment modules are ready for testing and initial deployment. Cuentas expects to expand penetration into the mobile service markets and start live marketing and active inscriptions of the entertainment services during 2026-Q2.

Through its 51% ownership of World Mobile LLC, Cuentas integrates existing and emerging technologies to deliver reliable and unique mobile services, including voice, text, data, VPN-enabled connectivity, and next-era communications solutions. These services are designed to seamlessly support high-quality media consumption and live interactive entertainment. In March 2026, Cuentas, together with World Mobile LLC signed a service agreement with Hallo 015, a significant licensed mobile carrier in Israel for their subscribers to have integrated cellular services while visiting or residing in the US. The mobile service platform is now live with active accounts. Cuentas is working well with Hallo 015 to increase marketing, sales and distribution to increase active billing.

The 49% equity position in World Mobile LLC is held by World Mobile Group Ltd, an international organization that has been very successful in the communications marketplace. World Mobile is building a decentralized mobile network built for accessibility, security, and fairness. At its core, World Mobile Chain—the first telecoms blockchain—ensures every interaction is secure, verifiable, and tamper-proof, creating a trustless system where data integrity is protected, and privacy isn’t an afterthought. No centralized control. World Mobile Group Ltd has established communications systems in multiple international countries and several cities in the US, most notably, Reno, Nevada. World Mobile’s platform has been proven in multiple international markets, with over 100,000 AirNodes deployed globally and approximately 3 million daily active users relying on the network as of early 2026.

Through its 51% ownership of World Mobile Media Group LLC, Cuentas is building a decentralized media platform which we hope will combine licensed and original content, live events, creator-generated content, and socially impactful programming that drives both fan engagement and mobile subscribers. We intend to deliver top-tier talent through a high-performance transmission platform. The Company intends to monetize premium entertainment through pay-per-minute (PPM) and pay-per-event (PPE) live experiences, complemented by free, ad-supported on-demand programming, with the goal of maximizing audience reach, fan engagement, and diversified revenue streams.

By unifying mobile connectivity, exclusive entertainment, and lifestyle content into a single consumer offering, Cuentas seeks to deliver a “total package” solution that differentiates it from traditional mobile carriers and standalone media platforms. Backed by communications expertise and strategic entertainment partnerships, Cuentas’ integrated platform is positioned to reshape how consumers connect, engage, and experience entertainment in the mobile era. The company is engaged in high level negotiations with US and international celebrities and content creators to provide an exciting entertainment offering. Cuentas expects to start live marketing, broadcasts and active entertainment inscriptions both in the US and internationally during 2026-Q2.

World Mobile LLC

World Mobile LLC, of which Cuentas owns 51%, operates in the Mobile Telecommunications market. Through World Mobile LLC, Cuentas offers mobile services, including voice, text, and data, and plans to offer additional capabilities including VPN-enabled connectivity and other communications solutions intended to support high-quality media consumption and interactive entertainment experiences.

World Mobile Media Group LLC

World Mobile Media Group LLC, of which Cuentas owns 51%, operates in the Entertainment Media Distribution market. Through World Mobile Media Group LLC, Cuentas intends to provide a media platform that combines licensed and original content, live events, creator-generated content, and socially impactful programming. The intended monetization model includes pay-per-minute (PPM) and pay-per-event (PPE) live experiences, along with free, ad-supported on-demand programming.

Recent Developments Cuentas has developed vertical market relationships with companies that already have significant customer bases which will be the initial targets for Cuentas’ marketing and sales efforts. These vertical relationships should provide a low-cost, effective sales and marketing channel to reach the target markets that the company requires. Acquisition cost of new customers is one of the largest expenses in this market and the ability to reduce that cost and effort should be a major advantage for Cuentas when competing with other major carriers and companies. Cuentas does not currently have significant revenue from its operational companies but has invested heavily in the platform, relationships and executive talent to prepare the company for marketing, distribution and inscriptions in 2026-Q2.

World Mobile LLC Joint Venture

On April 21, 2025, Cuentas, Inc. (“Cuentas”) and World Mobile Group Ltd. (“World Mobile Group”) formed World Mobile LLC, a Delaware limited liability company (the “JV Company”), as a joint venture. The JV Company, which operates publicly as “World Mobile,” was formed for the purpose of operating a mobile virtual network operator (“MVNO”) business. Cuentas holds a 51% membership interest and World Mobile Group holds a 49% membership interest of the JV Company. World Mobile Group’s appointee serves as the sole managing member of the JV Company.

Profits and losses, as well as distributions of available cash, from the operation of the JV Company are allocated 85% to World Mobile Group and 15% to Cuentas. Subject to a contribution agreement dated April 21, 2025, Cuentas agreed to contribute to the JV Company the MVNO rights, title, and interest. Subject to a subscription agreement dated April 21, 2025, World Mobile Group contributed $300,000 in capital to the JV Company.

On April 23, 2025, the parties entered into a letter agreement (“Side Letter One”), pursuant to which Cuentas assigned its rights to the Reseller Master Services Agreement dated April 6, 2022, by and between UVNV, Inc. d/b/a PLUM (“PLUM”) and Cuentas (the “PLUM Contract”) into the name of the JV Company. On May 15, 2025, the parties entered into another letter agreement (“Side Letter Two”), pursuant to which (i) Cuentas irrevocably assigned, transferred and conveyed all of its rights, title and interest in, to and under the PLUM Contract to the JV Company and (ii) the JV Company agreed to allow Cuentas to manage the operations of certain Cuentas Mobile brands. Under Side Letter Two, profits and losses, as well as distributions of available cash, from the operation of the Cuentas-related brands are allocated 85% to Cuentas and 15% to World Mobile Group.

World Mobile Media Group LLC Joint Venture

On January 7, 2026, Cuentas entered into a limited liability company agreement (the “LLC Agreement”) with Tummo Road LLC (“Tummo”) as members of World Mobile Media Group LLC (the “JV”), a newly formed Delaware limited liability company. The JV is intended to operate an internet-delivered “over-the-top” media and digital content platform and will operate publicly as “World Mobile Media” or “WMM,” including a continuous programming channel known as “WMM 24/7.”

Under the LLC Agreement, Cuentas will hold a 51% membership interest and Tummo will hold a 49% membership interest. Cuentas will designate one (1) individual, Shalom Arik Maimon, and Tummo will designate one (1) individual, William “Chip” Quigley, to serve as the two managing members, who will jointly manage the JV’s day-to-day operations. Certain major actions require prior written consent of members holding at least 66 2/3% of the membership interests, including specified mergers, acquisitions, dissolutions, certain dispositions or licenses of JV assets (as described in the agreement), and changes to allocations or distributions or tax treatment.

Net income and loss are allocated 51% to Cuentas and 49% to Tummo. The LLC Agreement states that the determination of net income and loss for each quarterly fiscal period (and related financial statements) will be subject to review and approval by Cuentas’ board of directors prior to final allocation.

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

Summary of Risks Affecting Our Company

Our business is subject to numerous risks described in the section titled “Risk Factors” and elsewhere in this prospectus. The main risks set forth below and others you should consider are discussed more fully in the section entitled “Risk Factors” beginning on page 8, which you should read in its entirety.

	●	We will require additional funding to progress our business, which brings substantial doubt regarding our ability to continue as a “going concern” given our current lack of financial liquidity.

	●	We have a limited operating history in our new business plan and therefore we cannot ensure, either in the near- or long-term, that we will be able to generate cash flow or profit or execute our business plan.

	●	We may never achieve profitability from operations or generate sufficient cash flows to make or sustain distributions to our shareholders given our reliance on outside financing to fund operations and existing contractual obligations.

	●	Security breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.

	●	We operate in an ever-evolving and complex legal and regulatory environment, and any change of laws and regulations applicable to our business might adversely affect our ability to execute our business plan and achieve profitable operating results.

Corporate Information

We were organized as a corporation under the laws of the State of Florida on September 21, 2005. Our principal executive office is located at 235 Lincoln Road, Suite 210, Miami Beach, FL 33139, and our phone number is (305) 537-6832.

Sale of Equity Interests in Real Estate

On September 18, 2025, the Company granted a 16-month license to its co-founder and former officer and director, Michael De Prado, a related party, granting him use and access to certain Fintech (non-MVNO) assets (the “Fintech Assets”). These Fintech Assets, which include the Company’s legacy prepaid card, digital wallet and related financial technology platform and associated intellectual property but exclude all MVNO-related telecommunications assets, were placed into escrow with a third-party law firm pending Mr. De Prado’s exercise of an option right associated with one of his secured promissory notes.

The transaction was implemented in connection with Mr. De Prado’s separation from the Company and a broader restructuring of the Company’s balance sheet and operations, under which the Company issued to him secured promissory notes that are collateralized by a first-priority security interest in the Fintech Assets. Although the structure contemplates a potential future asset sale upon exercise of the option and satisfaction of related conditions, as of the reporting date the arrangement is in the form of a time-limited license coupled with an escrow and security interest rather than a completed sale, and the Company continues to retain ownership of the Fintech Assets pending any such exercise.

The Company determined to divest operational control and potential future ownership of the Fintech Assets to Mr. De Prado because it had been unable to fully implement its original Fintech business plan, primarily due to limited financial resources, the high cost of maintaining and upgrading the fintech platform, and the Company’s reliance on third-party technology and processing partners. Management concluded that focusing capital and management attention on its core MVNO and connectivity initiatives, including its activities through World Mobile LLC and related telecommunications ventures, offered a more viable path to generating sustainable revenues and improving liquidity than continuing to operate the Fintech segment on a standalone basis.

Separation Agreement with Michael De Prado and license for assets of Fintech (non-MVNO) assets

On September 18, 2025, the Company and Michael De Prado (then President, Executive Vice Chairman and Chief Financial Officer of the Company) entered into a Confidential Separation Agreement and related financing documents pursuant to which the Company agreed to pay Mr. De Prado $110,000 in cash and issue two secured promissory notes to Mr. De Prado: (i) a $473,000 note bearing interest at 2.0% per annum, maturing upon the earlier of a qualified financing of at least $2,000,000 or one year from the date of issuance (18% default interest), with the holder’s right to convert up to 50% into common stock at $0.42 per share and grants the holder piggyback registration rights with respect to the shares issuable upon conversion; and (ii) a $200,000 note maturing one year from the date of issuance, with the holder’s option at maturity to require either full cash payment or transfer, via certificate of sale, of all non-telecom/MVNO assets comprising the Company’s Fintech division. The $200,000 note does not bear interest, except for default interest at the rate of 8% per annum. Each note is secured by a first-priority security interest in the Company’s Fintech (non-MVNO) assets under separate security agreements. These agreements were fully consummated on October 21, 2025 upon release of escrowed deliverables by the escrow agent.

On September 18, 2025, the Company also granted Mr. De Prado a 16-month license to use and access the Fintech assets (excluding the MVNO assets). The Fintech assets are being held in escrow by AM Law pending the holder’s conversion of the $200,000 note. These agreements were fully consummated on October 21, 2025 upon escrow release.

The Cuentas Business Model

The Cuentas business model contemplates integrated communications, entertainment, and lifestyle services to deliver a mobile-first consumer experience. Through proprietary technology and strategic media alliances, Cuentas intends to combine mobile telephony, premium entertainment content, and digital lifestyle services into a single, vertically integrated ecosystem. Through its 51% ownership of World Mobile LLC, Cuentas intends to integrate existing and emerging technologies to deliver reliable and unique mobile services, including voice, text, data, VPN-enabled connectivity, and next-era communications solutions. These services are edesigned to seamlessly support high-quality media consumption and live interactive entertainment. Through its 51% ownership of World Mobile Media Group LLC, Cuentas is modernizing the entertainment marketplace by building a leading decentralized media platform that combines licensed and original content, live events, creator-driven programming, and socially impactful content that drives fan engagement and mobile subscribers. It delivers top-tier talent through a proven, high-performance transmission platform and monetizes premium entertainment via pay-per-minute, pay-per-event, and free, ad-supported on-demand programming to maximize reach, engagement, and diversified revenue. Cuentas’ mobile network serves as the exclusive distribution platform for its entertainment offerings, unifying a consumer that integrates connectivity, content, and lifestyle services.

The Cuentas Technology platform

Cuentas is engaged in negotiations with World Mobile Group Ltd (“WMG”) and expects to enter into a Management & Software Licensing Agreement related to WMG’s “Sharing Economy,” a decentralized telecom model that uses blockchain to track network usage and compensate participating operators. World Mobile’s hybrid system enables local operators to deploy small “AirNode” access points that connect end-users to the internet, while larger backbone nodes perform authentication and routing functions, with all traffic and revenue sharing recorded on a blockchain-based infrastructure.

World Mobile’s platform has been proven in multiple international markets, with over 100,000 AirNodes deployed globally and approximately 3 million daily active users relying on the network as of early 2026, and with commercial launches and field deployments in regions including Zanzibar and mainland Tanzania, Kenya, Mozambique, Nigeria, the Philippines and the United States. These deployments demonstrate that the platform can scale across both emerging and developed markets, providing a basis for Cuentas to pursue growth opportunities in the U.S. market using WMG’s decentralized telecom and sharing-economy technology.

Strategic Partners

Cuentas Mobile

Cuentas Mobile is our Mobile Virtual Network Operator (“MVNO”) trade name, which provided Cuentas Mobile branded SIM and eSIM cards along with attractively priced prepaid voice, text, and data mobile phone services to a limited customer base. Cuentas has signed strategic agreements to sell mobile services as an MVNO through an operator on the largest 5G nationwide network from one of the top 3 mobile carriers. Cuentas Mobile will operate a virtual telecommunications network providing mobile voice, text, and data services with essentially the same quality as other MVNOs such as Cricket, Boost, Simple, Ultra, Mint, and Lyca Mobile which have been successful at creating brands, without owning the towers, hardware or network. Cuentas is currently reactivating distribution through vertical markets and grass roots retailers that normally interact with Cuentas’ target audience, specifically offering low-cost mobile phone service with the ability to make international calls to many countries around the world.

We believe that our potential customers will migrate away from legacy telephone systems and one-dimensional mobile carriers to enhanced mobility solutions with streaming and entertainment offerings. The Company’s technological advantage and the synergies created by its combination of top level mobile phone and data network services will make its products increasingly useful for streaming and entertainment niche markets.

Meimoun & Mammon LLC

Meimoun & Mammon LLC (“M&M”) is a retail provider of domestic and international long-distance voice, text, and data telephony services to consumers in the United States and throughout the world. M&M holds International and Domestic Section 214 authority issued by the FCC. M&M has no further operations but its FCC 214 Authority is active.

On April 21, 2025, the Company and World Mobile Group Ltd (“World Mobile”), a UK limited company, 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 to leverage the World Mobile sharing economy to expand network coverage and provide affordable connectivity. The Company holds a 51% membership interest and World Mobile holds 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 contributed rights, title, and interest in its MVNO business (including the PLUM contract) to the JV Company, while World Mobile contributed $300,000 in capital.

On September 22, 2025, the Company entered into a Convertible Note Purchase Agreement with World Mobile Group Ltd. for $260,000 in the form of a convertible promissory note maturing on September 22, 2026. The Company agreed to use the proceeds to pay operational expenses.

On October 1, 2025, the Company entered into a second Convertible Note Purchase Agreement with World Mobile Group Ltd. for $125,000 in the form of a convertible promissory note maturing on October 1, 2026. The Company agreed to use the proceeds to satisfy obligations under the PLUM contract.

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 November 12, 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 $15.00 per month per unit, with weekly billing based on first-use activation and a credit facility of $5,000 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. Product and platform development continued and initial services were provided starting April 2026.

On February 23, 2026, World Mobile Group Ltd. exercised its conversion rights regarding the $260,000 convertible promissory note which was converted in its entirety in exchange for 1,277,018 common shares of CUEN, equal to approximately 18.5% of Cuentas equity.

Regulatory Compliance

We operate in an ever-evolving and complex legal and regulatory environment. We, the products and services that we offer and market, are subject to a variety of federal, state and foreign laws and regulations, including, but not limited to: federal communications laws and regulations; foreign jurisdiction communications laws and regulations; federal anti-money laundering laws and regulations, including the Patriot Act, the BSA, anti-terrorist financing laws and anti-bribery and corrupt practice laws and regulations in the U.S., and similar international laws and regulations, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act in Canada; state unclaimed property laws; federal and state consumer protection laws, and regulations relating to privacy and data security; and foreign jurisdiction telecom services industry regulations.

Our subsidiary M&M is subject to regulation by the FCC and other government agencies and task forces. M&M holds International and Domestic Section 214 licenses issued by the FCC, which may be suspended or revoked by the FCC if M&M does not strictly comply with all applicable regulations and the terms and conditions under which the International and Domestic Section 214 licenses were issued. M&M is also subject to certain foreign jurisdiction communications laws and regulations as it provides limited access to its prepaid calling platform internationally. We believe that we, including our subsidiaries, are currently operating in compliance with all applicable laws and regulations, but there is no certainty that laws and regulations affecting our business will not change. Any such change of laws and regulations applicable to our business might adversely affect our ability to execute our business plan and achieve profitable operating results.

Marketing

Cuentas expects to use a combination of internal resources as well as third parties for our marketing efforts. The digital marketing placements will include social media, SEO (Search Engine Optimization), internet, geo fencing, online streaming providers, influencers, and other digital providers. Traditional marketing efforts to be evaluated include media such as radio, TV, print, billboards, bus wraps, bus benches, TV, radio, etc.

Media spend is distributed amongst these marketing vehicles and adjusted as acquisition data is received. Our initial program is designed to test creative, geo targeting and formats. Once feedback is analyzed, spending will be optimized to enhance efficiency and cost of acquisition. Vertical market integration and partnerships will also be developed to augment growth and stability.

Marketing strategies for customer acquisition have focused on key markets, targeted audiences, lifestyle fit, brand awareness, key metrics and go-to-market plans, especially where Hispanic & Latino groups are concentrated, such as Southern California, Texas, New York, Florida, Arizona and New Mexico.

Entry into a Joint-Venture Agreement with WaveMAX Corporation (“WaveMax”)

On July 21, 2021, the Company and WaveMAX Corporation entered into a Definitive Joint-Venture Agreement, and on December 8, 2021 the parties formed CuentasMAX LLC (“CuentasMAX”), a joint venture to deploy WaveMAX’s WiFi6 shared network technology in high-traffic convenience stores and bodegas in the United States. The CuentasMAX joint venture remains in existence and, as of December 31, 2025, the Company continued to hold a 50% equity interest (directly or indirectly) in CuentasMAX; however, deployment activities have to date been limited and the JV has not generated revenues.

Pursuant to the Agreement, CuentasMAX obtained exclusive rights to use WaveMAX’s patented WiFi6 “SharedFi” technology in the Company’s targeted bodega network, and the parties began installing access points at selected pilot locations in New York City, Los Angeles and Puerto Rico. As of December 31, 2024 and 2025, approximately 30 WiFi6 access points had been installed at small businesses such as bodegas, restaurants, beauty salons and gas stations, and CuentasMAX had entered into pilot project agreements with local bodega and business associations in New York, Los Angeles and Puerto Rico.

From an operational standpoint, CuentasMAX has remained in a pilot and proof-of-concept phase and has not scaled to the originally contemplated 1,000 retail locations due primarily to the Company’s limited financial resources, competing capital needs and the need to secure additional third-party funding and commercial partners to support a larger rollout. As a result, the Company funded only $20,000 into CuentasMAX and recorded equity method losses of approximately $38,000 through December 31, 2024, and the joint venture had not recognized operating revenues as of December 31, 2025, although management continues to view the CuentasMAX footprint and technology rights as a potential distribution and connectivity platform that may be leveraged in conjunction with its planned integration with World Mobile LLC and other strategic initiatives.

Competition

Cuentas Mobile will face prepaid competitors including, without limitation, AT&T, Sprint, Viber, WhatsApp, Skype, MetroPCS, TracFone, Telcel, StraightTalk, Simple Mobile, Virgin Mobile, Boost, Net 10, IDT, and Boost. Cuentas Mobile plans to implement e-SIMS which will reduce the need for physical mobile phone SIMs that need to be shipped to consumers who want Cuentas Mobile service. There can be no assurance that the introduction of e-SIMS will be successful and generate significant revenue.

Investments in Real Estate Developments in Florida

Lakewood Village

On March 7, 2023 the Company acquired a six percent (6%) equity interest in Lakewood Village from Core Development Holdings Corporation (“Core”), pursuant to a Membership Interest Purchase Agreement (“MIPA”), in exchange for 295,282 shares of Common Stock, representing approximately19.99% of the then outstanding shares of Common Stock. 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. As a result of the transaction, the Company acquired $700,000 of equity in the Lakewood Manager. Lakewood Manager, an affiliate of RENCo USA, Inc. (“Renco”), is constructing the 4280 Lakewood Project with RENCO Structural Building System, a proprietary composite structural system distributed by Renco. Lakewood Village is the first sustainable rental housing project developed in the US using a patented MCFR Mineral Composite Fiber Reinforced Construction Technology that has been approved for hurricane-prone areas as such in Florida. The Lakewood Village project is an affordable multi-family real estate development located in Lake Worth, Palm Beach County, Florida, consisting of 96 apartments that have two and three bedrooms.

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. The company is no longer involved in any real estate transactions.

Operating Agreement with Brooksville Development Partners, LLC

On April 13, 2023, Cuentas entered into an Operating Agreement for Brooksville Development Partners, LLC (“BDP”), a limited liability company formed for the purpose of acquiring land for the development of a residential apartment community consisting of approximately 360 apartments in Brooksville, Florida. Cuentas has a 63.9% equity interest in BDP and two others own the remaining 36.1% equity interest in BDP. All real and personal property owned by BDP will be owned by BDP as an entity. One of the other members is the manager of the project.

On April 28, 2023, BDP acquired a 21.8 acre site for development of the Brooksville project for a purchase price of $5.05 million. The Company deposited as an initial capital contribution $2,000,000 into a title insurance escrow account which was released from escrow by the Title Agent to fund the balance of the purchase price of the vacant land, together with a $3.05 million bank loan from Republic Bank of Chicago, which was amended and restated on January 27, 2024 for $3.055 million. BDP and ALF Trust u/a/d 09/28/2023 executed a $500,000 Loan Extension Agreement 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 BDP. Cuentas contributed an additional $64,000 for further development of the Brooksville project on June 29, 2023 and has paid almost $65,000 for engineering expenses. BDP owns the vacant land (the “Brookville Property”), free and clear of any liens, claims and encumbrances with the sole exception being the Republic Bank loan.

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 were 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. Cuentas has no current intent to invest into real estate as part of our business plan.

Corporate Information

Cuentas was incorporated in the state of Florida on September 21, 2005. Our principal executive offices are located at 235 Lincoln Rd., Suite 210, Miami Beach, Florida 33139, and our telephone number is 305-537-6832. Our corporate website address is www.cuentas.com. The information contained on or accessible through our website is not a part of this report, and the inclusion of our website address in this report is an inactive textual reference only.

Nasdaq Delisting and OTCQB Relisting

At the opening of business on December 20, 2023, trading in the Common Stock and publicly-traded warrants was suspended and subsequently the Common Stock and publicly-traded warrants were delisted from Nasdaq for the Company’s failure to comply with Nasdaq Marketplace Rule 5550(b)(1) which requires the Company to maintain shareholders’ equity of not less than $2,500,000 for continued listing on The Nasdaq Capital Market.

The Company’s Common Stock and publicly-traded warrants 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 and CUENW, respectively. Cuentas was relegated to the “Expert Market” classification of OTC on Nov 7, 2024 due to failure to file its 10Q reports on time. On July 2, 2025, Cuentas filed its 2024-Q2 and 2024-Q3 10Q reports and then filed its 10k for the period ending 12/31/2024 on 11/19/2025. Subsequently, Cuentas filed the 2025-Q1, Q2 and Q3 10Q reports on Sept 30. 2025 to regain compliant status and initiate the process to be qualified to trade on open markets. On February 5, 2026, Cuentas was upgraded to OTCQB and started trading. Currently CUEN and CUENW are listed as OTCQB making the shares freely available to trade.

Employees

As of March 31, 2026, our management team consisted of the Chief Executive Officer, and Interim Chief Financial Officer. We have an additional three full-time employees: our Compliance Officer, IT Director, and Executive Assistant. For more information relating to the employment agreements, please see the section below entitled Item 11. “Executive Compensation.”

ITEM 1A. RISK FACTORS

Investing in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should carefully consider the risks described below together with all of the other information in this report, including our financial statements, the notes thereto and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” If any of the described risks occur, our business, financial condition or results of operations could be materially harmed. In such case, the value of our securities could decline and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently consider immaterial may also adversely affect us. There also may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results.

Risks Related to Our Financial Position and Need for Additional Capital

We will require additional funding to progress our business. Such financing may only be available on disadvantageous terms, or may not be available at all. Any new equity financing could have a substantial dilutive effect on our existing stockholders.

At December 31, 2025, we had cash and cash equivalents of approximately $57,000, a working capital deficit of approximately $4,069,000 and an accumulated deficit of approximately $59,826,000. Our cash position may decline in the future, and we may not be successful in maintaining an adequate level of cash resources. Accordingly, we will be required to seek additional debt or equity financing in order to support our growing operations. We may not be able to obtain additional financing on satisfactory terms, or at all, and any new equity financing could have a substantial dilutive effect on our existing stockholders. If we cannot obtain additional financing, we will not be able to achieve the sales growth that we need to cover our costs, and our results of operations would be negatively affected.

As a result of our current lack of financial liquidity, there is substantial doubt regarding our ability to continue as a “going concern,” within one year from the issuance date of our financial statements.

As a result of our current lack of financial liquidity, our auditors’ report for our 2025 consolidated financial statements contains a statement concerning substantial doubt regarding our ability to continue as a going concern. Our lack of sufficient liquidity could make it more difficult for us to secure additional financing or enter into strategic relationships on terms acceptable to us, if at all, and may materially and adversely affect the terms of any financing that we may obtain and our public stock price generally.

Our continuation as a going concern is dependent upon, among other things, achieving positive cash flow from operations and, if necessary, augmenting such cash flow using external resources to satisfy our cash needs. However, we may be unable to achieve these goals and therefore may be unable to continue as a going concern.

Our 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 we will need to finance future activities.

No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to us. Even if we are able to obtain additional financing, if needed, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing.

This going concern opinion could materially limit our ability to raise additional funds through the issuance of new debt or equity securities and future reports on our financial statements may also include an explanatory paragraph with respect to our ability to continue as a going concern.

Risks Related to Our Company

We have a limited operating history in our new business plan and therefore we cannot ensure, either in the near- or long-term, that we will be able to generate cash flow or profit.

We have a limited operating history in our new business plan upon which you may evaluate our business and an investment in our Common Stock may entail significantly more risk than the shares of common stock of a company with a substantial operating history. Our ability to successfully develop our products, and to realize consistent, meaningful revenues and profit has not been established and cannot be assured. For us to achieve success, our products must receive broader market acceptance by consumers. Without this market acceptance, we will not be able to generate sufficient revenue to continue our business operation. If our products are not widely accepted by the market, our business may fail.

Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to generate revenues, manage development costs and expenses, and compete successfully with our direct and indirect competitors.

Our business operations are subject to numerous risks, uncertainties, expenses and difficulties associated with early stage enterprises. You should consider an investment in our company in light of these risks, uncertainties, expenses and difficulties. Such risks include: the absence of a lengthy operating history; insufficient capital to fully realize our operating plan; our ability to anticipate and adapt to a developing market; a competitive environment characterized by well-capitalized competitors; our ability to identify, attract and retain qualified personnel; our reliance on key management personnel.

Because we are subject to these risks, evaluating our business may be difficult. We may be unable to successfully overcome these risks, which could harm our business and prospects. Our business strategy may be unsuccessful and we may be unable to address the risks we face in a cost-effective manner, if at all. If we are unable to successfully address these risks, there may be an adverse effect on our business, results of operations, financial condition and cash flows.

We have incurred substantial losses from operations to date and we may never achieve profitability from operations or generate sufficient cash flows to make or sustain distributions to our shareholders.

We have incurred substantial losses from operations to date and may never achieve profitability from operations. Even if we do achieve profitability, we cannot assure you that we will be able to sustain or increase profitability on a quarterly or annual basis in the future. There can be no assurance that future operations will be profitable or that we will be able to make or sustain distributions to our shareholders from cash from operations. Revenues and profits, if any, will depend upon various factors, including whether we will be able to successfully implement our business plan and operating strategy. We may not achieve our business objectives and the failure to achieve such goals would have an adverse impact on us. In addition, an inability to achieve profitability could have a detrimental effect on the market value of our Common Stock.

We may not be able to secure sufficient capital to effectively execute our business plan.

We may not be able to attract and obtain sufficient capital from the equity and debt markets, or any other capital markets, to execute our business plan and grow our business. If we do not have access to sufficient funding in the future, we may not be able to make necessary capital expenditures necessary to execute our business plan, and in that event our ability to generate revenue may be significantly impaired.

We have identified material weaknesses in our disclosure controls and procedures and internal control over financial reporting.

Maintaining effective internal control over financial reporting and effective disclosure controls and procedures are necessary for us to produce reliable financial statements. As discussed in Item 9A – “Controls and Procedures” of this report, we have evaluated our internal control over financial reporting and our disclosure controls and procedures and concluded that they were not effective as of December 31, 2025. A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses we identified are:

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Lack of appropriate segregation of duties;

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Lack of information technology (“IT”) controls over revenue;

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Lack of adequate review of internal controls to ascertain effectiveness; and

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Lack of control procedures that include multiple levels of supervision and review.

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Lack of formalized controls and governance procedures over the approval, documentation, and accounting for transactions with directors and officers, including timely authorization, review, and proper recording of such transactions in the Company’s books and records.

The Company is committed to remediating its material weaknesses as promptly as possible. Implementation of the Company’s remediation plans has commenced and is being overseen by the board. However, there can be no assurance as to when these material weaknesses will be remediated or that additional material weaknesses will not arise in the future. Even effective internal control can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. Any failure to remediate the material weaknesses, or the development of new material weaknesses in our internal control over financial reporting, could result in material misstatements in our financial statements, which in turn could have a material adverse effect on our financial condition and the trading price of our Common Stock and we could fail to meet our financial reporting obligations. We have identified weaknesses in our internal controls, and we cannot provide assurances that these weaknesses will be effectively remediated or that additional material weaknesses will not occur in the future.

If not remediated, our failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in our financial statements and a failure to meet our reporting and financial obligations, each of which could have a material adverse effect on our financial condition and the trading price of our Common Stock.

We are involved in various litigation matters that are expensive and time consuming, and, if resolved adversely, could harm our business, financial condition, or results of operations.

Any litigation to which we are a party may result in an onerous or unfavorable judgment that may not be reversed upon appeal, or we may decide to settle lawsuits on similarly unfavorable terms. Any such negative outcome could result in payments of substantial monetary damages or fines, or changes to our products or business practices, and accordingly our business, financial condition, or results of operations could be materially and adversely affected. See Item 3. “Legal Proceedings” for a description of certain litigation involving the Company.

Although the results of lawsuits and claims cannot be predicted with certainty, we do not believe that the final outcome of those matters that we currently face will have a material adverse effect on our business, financial condition, or results of operations. However, defending these claims is costly and can impose a significant burden on management and employees, and we may receive unfavorable preliminary or interim rulings in the course of litigation, which could adversely affect the market price of our securities. There can be no assurances that a favorable final outcome will be obtained in all cases.

Operating our business on a larger scale will result in substantial increases in our expenses.

As our business grows in size and complexity, we can provide no assurance that we can successfully enter new markets or grow our business without incurring significant additional expenses, that our management platform will ultimately prove to be scalable, and/or that we will be able to achieve economies of scale or we will be able to operate our business on a larger scale than the scale on which we have historically operated.

Security breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.

In the ordinary course of our business we use sophisticated call processing engines and other sophisticated telecommunications technology platforms, and we acquire and store sensitive data, including intellectual property, our proprietary business information and personally identifiable information of our prospective and current tenants, our employees and third-party service providers on our networks and website. The secure processing and maintenance of this information is critical to our operations and business strategy. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in revenue losses, legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties, disruption to our operations and the services we provide to customers or damage our reputation, which could adversely affect our results of operations and competitive position.

We are dependent on our executive officers and dedicated personnel, and the departure of any of our key personnel could materially and adversely affect us.

We rely on a small number of persons to carry out our business and investment strategies. An Executive Search Committee will be established to evaluate and propose qualified executive candidates for approval by the Board of Directors. Any member of our senior management may cease to provide services to us at any time. The loss of the services of any of our key management personnel, or our inability to recruit and retain qualified personnel in the future, could have an adverse effect on our business and financial results. As we expand, we will continue to need to attract and retain qualified additional senior management but may not be able to do so on acceptable terms or at all. Cuentas does not yet have but intends to have key man life insurance policies in place.

We are subject to regulation which may adversely affect our ability to execute our business plan.

We operate in an ever-evolving and complex legal and regulatory environment. We, the products and services that we offer and market, and those for which we provide processing services, are subject to a variety of federal, state and foreign laws and regulations, including, but not limited to: federal communications laws and regulations; foreign jurisdiction communications laws and regulations; state unclaimed property laws and federal and state consumer protection laws, including regulations relating to privacy and data security. We believe that we are currently operating in compliance with all applicable laws and regulations, but there is no certainty that laws and regulations affecting our business will not change. Any such change of laws and regulations applicable to our business might adversely affect our ability to execute our business plan and achieve profitable operating results.

We are subject to Consumer Protection Regulation.

We are subject to various federal, state and foreign consumer protection laws, including those related to unfair and deceptive trade practices as well as privacy and data security. Failure to comply with, or further expansion of, consumer protection regulations could have a material adverse effect on our business, results of operations and financial condition. A data security breach could expose us to liability and protracted and costly litigation, and could adversely affect our reputation and operating revenues.

We are subject to Privacy Regulation.

In the ordinary course of our business, we collect and store or may collect and store personally identifiable information about customers, holders of our cards, subscribers, and users. This information may include names, addresses, email addresses, social security numbers, driver’s license numbers and account numbers. We also maintain or may maintain a database of cardholder data for our proprietary cards relating to specific transactions, including account numbers, in order to process transactions and prevent fraud. These activities subject us to certain privacy and information security laws, regulations and rules in the United States, including, for example, the privacy provisions of the Gramm-Leach-Bliley Act and its implementing regulations, various other federal and state privacy and information security statutes and regulations. These federal and state laws, as well as our agreements with our providers, contain restrictions relating to the collection, processing, storage, disposal, use and disclosure of personal information, and require that we have in place policies regarding information privacy and security. We have in effect a privacy policy relating to personal information provided to us in connection with requests for information or services, and we continue to work with our suppliers and other third parties to update policies and programs and adapt our business practices in order to comply with applicable privacy laws and regulations. Certain state laws also require us to notify affected individuals of certain kinds of security breaches of computer databases that contain their personal information. These laws may also require us to notify state law enforcement, regulators or consumer reporting agencies in the event of a data breach. Failure to comply with, or further expansion of, consumer protection regulations could have a material adverse effect on our business, results of operations and financial condition. A data security breach could expose us to liability and protracted and costly litigation, and could adversely affect our reputation and operating revenues.

Our success depends, in part, upon our ability to hire and retain highly skilled managerial, and operational personnel, and the past performance of our senior management may not be indicative of future results.

The implementation of our business plan may require that we employ additional qualified personnel. Competition for highly skilled managerial, telecommunications, financial and operational personnel is intense, and we cannot assure our stockholders that we will be successful in attracting and retaining such skilled personnel. If we are unable to hire and retain qualified personnel as required, our growth and operating results could be adversely affected.

The Company and its subsidiaries have well-financed, well-managed competitors and may not be able to adequately compete in its market.

Most of our competitors are larger and have greater financial, technical, marketing, and other resources than we do. Some of our competitors have seasoned management teams with more experience and expertise in our industry than we do. Some competitors may enjoy significant competitive advantages that result from, among other things, having substantially more available capital, having a lower cost of capital, having greater economies of scale, and having enhanced operating efficiencies compared to ours.

Cuentas Mobile and World Mobile face prepaid competitors including AT&T, Sprint, Viber, WhatsApp, Skype, MetroPCS, TracFone, Telcel, StraightTalk, Simple Mobile, Virgin Mobile, Boost, Net 10, IDT and Boost.

Cuentas Mobile will be dependent on the performance of third-party network operators.

Our MVNO operators, including Cuentas Mobile and World Mobile, earn revenues by purchasing network capacity from other network operators and reselling it to end users. Cuentas Mobile services operate on the largest 5G nationwide network from one of the top 3 mobile carriers and is dependent on the performance of its underlying provider and its network.

To compete effectively, Cuentas needs to improve its offerings continuously.

Cuentas plans to begin operations shortly and expects to be substantially smaller than its competitors. As a result, to compete effectively, Cuentas needs to improve its offerings rapidly and continuously.

Cuentas Mobile or World Mobile may be unable to attract and retain users.

Cuentas has an operating history in the Mobile Phone business of almost three years. If Cuentas Mobile or World Mobile cannot increase the number of subscribers using its Cuentas Mobile and World Mobile cellular service this will significantly adversely affect Cuentas’ operating results, revenues, financial condition, and ability to remain in business.

World Mobile Media Group LLC may be unable to attract and retain talent or content providers.

World Mobile Media Group LLC executives have extensive experience in the entertainment world. If World Mobile Media Group LLC cannot attract or retain talent or content providers, it will significantly adversely affect Cuentas’ operating results, revenues, financial condition, and ability to remain in business.

Cuentas may be adversely affected by fraudulent activity.

Criminals, including, without limitation, cyber-organized criminal syndicates, and others, use increasingly sophisticated methods to engage in illegal activities involving prepaid calling services, reload telecom products, and customer information. Cuentas relies on third parties for certain transaction processing services, which subjects Cuentas and its customers to risks related to the vulnerabilities of these third parties, as well as Cuentas’ own vulnerabilities to criminals engaged in fraudulent activities. Fraudulent activity could result in the imposition of regulatory sanctions, including significant monetary fines, which could adversely affect Cuentas’ business, operating results, and financial condition.

Risks Related to an Investment in Our Securities

The market price of our Common Stock may be highly volatile, and you could lose all or part of your investment.

The market price of our Common Stock may be highly volatile and thinly traded, and you could lose all or part of your investment.

The market for our Common Stock is characterized by low trading volumes and significant price swings, and our shares are considered thinly traded on the OTC market. Even with limited daily volume, our stock price has experienced substantial percentage changes over short periods, which means that relatively small trades can result in disproportionate price movements and heightened volatility compared to the broader market. This volatility and limited liquidity may prevent you from being able to sell your shares at or above the price you paid, or at the time you wish to sell.

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whether we achieve our anticipated corporate objectives;

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actual or anticipated fluctuations in our quarterly or annual operating results;

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changes in financial or operational estimates or projections;

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changes in the economic performance or market valuations of companies similar to ours; and

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general economic or political conditions in the United States or elsewhere.

Cuentas’ current status as being out of compliance with SEC filings is expected to be resolved shortly, bringing Cuentas back into compliance regarding its SEC filings. In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Broad market and industry factors may negatively affect the market price of our Common Stock, regardless of our actual operating performance.

Convertible debt and dilution.

The Company’s 2025 convertible notes could result in the issuance of additional shares of Common Stock upon conversion, which may be dilutive to existing stockholders.

Liens on Fintech assets; potential asset transfer.

The secured notes issued to Michael De Prado are collateralized by the Company’s Fintech (non-MVNO) assets. If the Company defaults or if the holder elects the non-cash option at maturity of the second note, the Company could be required to transfer all such Fintech assets.

Governance rights granted to an investor.

While in effect, the director designation right and protective approval rights granted to World Mobile Group Ltd. may constrain certain corporate actions or require additional approvals.

Our shares are subject to the penny stock rules, which make it more difficult to trade our shares.

The SEC has rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. As long as the price of our Common Stock is less than $5.00, our Common Stock will be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our Common Stock, and therefore shareholders may have difficulty selling their shares.

If we do not remain current in our SEC reporting obligations, our ability to raise capital and the liquidity of our common stock could be materially harmed.

Our business plan assumes that we will continue to access the capital markets from time to time, which in turn depends on us being current in our filings with the SEC. If we experience delays in filing our periodic reports, receive a going concern qualification, or otherwise fail to remain current, investors and lenders may be unwilling to provide additional financing, broker-dealers may be less willing to make a market in our securities, and existing and potential investors may view our securities as higher risk. Any such result could limit our ability to raise needed capital, increase our cost of capital, and reduce the trading volume and market price of our Common Stock.

Failure to remain current in our SEC filings could result in restrictions or interruptions in the trading of our Common Stock.

If we are not current in our SEC reports, the exchange or quotation system on which our Common Stock is listed or quoted could take action against us, including warnings, changes in our market tier, or removal of our securities from trading. In addition, the SEC has authority to suspend trading in a company’s securities, and broker-dealers may be unwilling or unable to publish quotations in our stock if our public information is not current. Any suspension, delisting or limitation on trading of our Common Stock would severely reduce or eliminate the public market for our shares, make it more difficult for stockholders to sell their shares, and make it more difficult and costly for us to raise additional capital.

We do not expect to pay dividends for the foreseeable future.

We do not expect to pay dividends on our Common Stock for the foreseeable future. Accordingly, any potential investor who anticipates the need for current dividends should not purchase our securities.

Item 1C. Cybersecurity

Cybersecurity Risk Management and Strategy

Our Board and management recognize the critical importance of maintaining the trust and confidence of our customers, clients, business partners and employees.

In general, we seek to address cybersecurity risks through a comprehensive, cross-functional approach that is focused on preserving the confidentiality, security and availability of the information that we collect and store by identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.

Our cybersecurity risk management efforts include:

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risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment;

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a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents; and

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a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents.

Cybersecurity Governance

Our board of directors considers cybersecurity risk as part of its risk oversight function. The board of directors oversees management’s implementation of our cybersecurity risk management program.

Our management team, including our CEO, is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants.

Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.

To date, we have not experienced any cybersecurity incidents that materially affected our business strategy, results of operations or financial condition.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

We currently lease office space at 235 Lincoln Rd., Miami Beach, FL 33139 as our principal offices. We believe these facilities are in good condition and are sufficient for our current use but may need to expand our leased space as our business efforts increase.

ITEM 3. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

On May 1, 2019, the Company received a notice of demand for arbitration from Secure IP Telecom, Inc. (“Secure IP), who allegedly had a Reciprocal Carrier Services Agreement (“RCS”) exclusively with Limecom and not with the Company. The arbitration demand originated from another demand for arbitration that Secure IP received from VoIP Capital International (“VoIP”) in March 2019, demanding $1,053 in damages allegedly caused by unpaid receivables that Limecom assigned to VoIP based on the RCS. On or about October 5, 2020, the trial court appointed a receiver over Limecom, Inc. (“Limecom”) in the matter of Spectrum Intelligence Communications Agency, LLC. v. Limecom, Inc., case no. 2018-027150-CA-01 pending in the 11th Circuit for Miami-Dade County, Florida. On June 5, 2020, Secure IP Telecom, Inc. (“Secure IP”) filed a complaint against Limecom, Heritage Ventures Limited (“Heritage”), an unrelated third party and owner of Limecom, and the Company, case no. 20-11972-CA-01. Secure IP alleges that the Company received certain transfers from Limecom during the period that the Company wholly owned Limecom that may be an avoidable under Florida Statute § 725.105. On July 13, 2021, the two cases were consolidated, and are now pending before the same trial court under the former case number. The Company has answered and denied any liability with respect to both complaints. To the extent the Company has exposure for any transfers from Limecom, Heritage has indemnified the Company for any such liability and the Company has a pending cross-claim against Heritage for purposes of enforcing the indemnification obligation. A review of the books and records of the Company reflect aggregate transfers from Limecom to the Company or its affiliates of less than $600,000. The Company’s books and records reflect that the Company fully reimbursed Limecom through direct payment of expenses of Limecom and through issuance of shares by the Company to employees or other vendors on behalf of Limecom for settlement and release of claims the employees or vendors may have asserted against Limecom. The books and records of the Company therefore do not reflect an identifiable avoidable transfer, but this analysis may change as the discovery process continues.

Cuentas management determined that a prolonged effort to fight the process would be counter-productive for the future of the company and a reasonable settlement would allow the company to work to develop new business opportunities that would be more productive and provide a vehicle for corporate growth and productivity. In the future the company will examine the potential collection of funds from Limecom or Heritage to offset this cost.

On February 24, 2026, Cuentas, Inc. (the “Company”) entered into a Confidential Conditional Satisfaction Agreement (the “Satisfaction Agreement”) with Spectrum Intelligence Communications Agency, LLC (“Spectrum”) relating to a judgment entered against the Company in the matter styled Spectrum Intelligence Communications Agency, LLC v. Limecom, Inc., Case No. 2018-027150-CA-01, in the Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida. Pursuant to the Satisfaction Agreement, Spectrum agreed to accept $650,000 as full satisfaction of the judgment, consisting of (i) $350,000 in cash and (ii) an equity component valued at $300,000. In connection with the equity component, the Company agreed to issue 600,000 shares of its common stock to Spectrum (or its designee), subject to the terms and conditions set forth in the Satisfaction Agreement. The Satisfaction Agreement also provides that the Company will file a registration statement covering the resale of such shares. The foregoing description of the Satisfaction Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Satisfaction Agreement, which was filed on March 5, 2026 as an exhibit to a Form 8-K.

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. 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 $453,856.68, 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 $465,856.68, 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 $28,000, inclusive of interest and legal fees. The settlement included mutual releases of claims by both parties. Although the payment was initially attempted on May 27, 2025, by the escrow agent handling the Membership Interest Purchase Agreement, it was completed on May 28, 2025, due to incorrect account information provided by the payee.

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 $178,000 (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 $23,000 and legal fees of $5,000. The aggregate debt discount of $28,000 is amortized to interest expenses over the respective term of the note. The February Promissory Note incurs a one-time interest charge of 12% which is added to the principal balance, has a maturity date of November 15, 2024, and requires monthly payments of principal and interest of $22,000 beginning on March 15, 2024. The February Promissory Note may be convertible into common shares of the Company at any time following an event of default at a rate of 65% of the lowest trading price of the Company’s common stock during the ten prior trading days. In addition, upon default, the Company must repay an amount equal to 150% of the then outstanding amount of principal and accrued interest combined.

On April 22, 2024, the Company entered into a second agreement with the Investor, pursuant to which the Company sold the investor an unsecured original issuance discount promissory note in the principal amount of $96,000 (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 aggregate debt discount of $21,000 is amortized to interest expenses over the respective term of the note. The April Promissory Note incurs a one-time interest charge of 12% which is added to the principal balance, has a maturity date of February 28, 2025, and requires monthly payments commencing October 2024. The April Promissory Note may be convertible into common shares of the Company at any time following an event of default at a rate of 65% of the lowest trading price of the Company’s common stock during the ten prior trading days. In addition, upon default, the Company must repay an amount equal to 150% of the then outstanding amount of principal and accrued interest combined. The April Promissory Note also provides that in the event of default in any other agreement signed by the Company and the Investor (including the February Promissory Note) the April Promissory Note shall at the Investor option, also be considered to be in a state of default.

As of September 2024, the Company failed to pay the September 2024 repayment amount under the February Promissory Note resulting in default of the February Promissory Note and April Promissory Note and calculated the balance of the notes payable at $206,000 and $154,000, respectively, recording a loss of $120,000 as result of the default to pay principal and interest of the February Promissory Note and April Promissory Note.

On May 14, 2025, the Company entered into a Settlement Agreement and Mutual Release (the “1800 Agreement”) with 1800 Diagonal Lending, LLC for the obligations under the February Promissory Note and the April Promissory Note. According to the 1800 Agreement the Company will pay $112,500, for the full release from all liabilities associated with the related judgment and promissory notes.

On May 27, 2025, full payment of $112,500 was made and on June 6, 2025, the reserve of shares held at the transfer agent were retired.

ITEM 4. MINE SAFETY DISCLOSUES.

Not applicable.

PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASE OF EQUITY SECURITIES

Market Information

Since February 5, 2026, the Company’s common stock has been traded and quoted on the OTCQB tier of the over-the-counter market operated by OTC Markets Group (“OTC Markets”) under the trading symbol CUEN. From December 20, 2023 until November 7, 2024, the Company’s common stock and publicly traded warrants were quoted on the Pink tier of the over-the-counter market operated by OTC Markets under the trading symbols CUEN and CUENW, respectively. Due to the Company’s failure to file when due certain quarterly reports on Form 10-Q pursuant to Section 13(a) of the Exchange Act, on November 7, 2024, the Company’s common stock and publicly traded warrants became ineligible for proprietary broker-dealer quotations and were placed on the “Expert Market” classification or OTC ID tier of the OTC Markets. Following the filing in November 2025 of the delinquent Form 10-Qs and Form 10-K for the year ended December 31, 2024, the Company filed an application with OTC Markets to have its securities traded and regain eligibility for broker-dealer quotations on OTCQB and on February 5, 2026, upon approval the application by OTC Markets, trading in the Company’s common stock on the OTCQB. However, the Company’s publicly traded warrants continue to be quoted through the OTC ID under the trading symbol CUENW as quotations for the warrants continue at less than $0.01 per warrant.

Any OTC quotations represent inter-dealer prices without retail market, mark down or commission and may not represent actual transactions.

As our shares are relatively thinly traded, the price for our securities may be highly volatile and may bear no relationship to our actual financial condition or results of operations. Factors we discuss in this report, including the many risks associated with an investment in our securities, may have a significant impact on the market price of our common stock. We cannot assure you that there will be a market for our common stock and our publicly-traded warrants in the future.

Holders of Common Stock and Warrants

As of December 31, 2025 our shares of Common Stock were held by approximately 2,559 record holders and our publicly-traded warrants were held by approximately 209 record holders.

Dividends

We have never paid any cash dividends on our shares of Common Stock and we do not intend to declare and pay cash dividends on our shares of Common Stock in the foreseeable future. We intend to reinvest any earnings for the development and expansion of our business. The payment of cash dividends on our shares of Common Stock is subject to the discretion of our Board of Directors, based upon the Board’s assessment of:

●

our financial condition;

●

earnings;

●

need for funds;

●

capital requirements;

●

prior claims of preferred stock to the extent issued and outstanding;

●

covenants in any loan or other credit facilities we may enter into in the future; and

●

other factors, including any applicable laws.

Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth information as of December 31, 2025 relating to all our equity compensation plans:

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted- average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)		(b)		(c)
Equity compensation plans approved by security holders		313,227		5.19		407,927
Equity compensation plans not approved by security holders				-		-
Total**		313,227		5.19		407,927

Stock Option Plans

The Company has two stock option plans, which are intended to provide incentives in the form of equity grants which will attract, retain and motivate highly competent persons as officers, employees and non-employee director, of, and consultants to, the Company and its subsidiaries and affiliates and to assist in further aligning the interests of the Company’s officers, employees and consultants to those of its other stockholders. The plans are administered by the Compensation Committee of the Board.

On June 17, 2021 the Board of the Company adopted the Cuentas Inc. 2021 Share Incentive Plan (the “2021 Plan”), which was approved by the Company’s shareholders at the Annual Meeting of Shareholders on December 15, 2021. The maximum number of shares authorized for issuance under the 2021 Plan is 242,308 shares (after giving effect to the reverse stock split effected in March 2023). See Note 8 to the Company’s financial statements for information concerning stock options granted pursuant to the 2021 Plan.

On November 17, 2023, the Board of Directors of the Company approved the 2023 Share Incentive Plan (the “2023 Plan”), which was approved by the shareholders during the Annual Shareholders Meeting held on December 20, 2023. The maximum number of shares of stock reserved and available for issuance under the 2023 Plan is 520,000 shares. The purpose of the 2023 Plan is to provide incentives which will attract, retain and motivate highly competent persons as officers, employees and non-employee directors, of, and consultants to, the Company and its subsidiaries and affiliates. See Note 8 to the Company’s financial statements for information concerning stock options granted pursuant to the 2023 Plan. The Plan is still active but no options have been exercised to date.

Penny Stock Regulations

The SEC has regulations which generally define so-called “penny stocks” to be equity securities that have a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. Our common stock is a “penny stock” and is subject to Rule 15g-9 under the Exchange Act, or the Penny Stock Rule. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers and “accredited investors” (generally, individuals with a net worth in excess of $1,000,000 or annual incomes exceeding $200,000, or $300,000 together with their spouses). For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market, thus possibly making it more difficult for us to raise additional capital.

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in penny stock, of a disclosure schedule required by the SEC relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

There can be no assurance that our common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.

Recent Sales of Unregistered Equity Securities

During the fourth quarter of 2025 and on the earlier dates set forth below, the Company issued and sold the following unregistered equity securities not previously reported in its reports filed pursuant to Section 13(a) of the Exchange Act:

On September 18, 2025, the Company issued a secured convertible promissory note to Michael De Prado in the principal amount of $473,000, convertible at $0.42 per share, with piggyback registration rights. The issuance was made in a transaction not involving a public offering in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D. The holder represented accredited status and the transaction did not involve general solicitation. The promissory notes includes bonuses approved subsequent to the balance sheet date totaling approximately $170 thousand, which are expected to be recognized as an expense in the second quarter of 2026.

On September 22, 2025 and October 1, 2025, the Company issued convertible promissory notes in principal amounts of $260,000 and $125,000, respectively, to World Mobile Group Ltd. (aggregate $385,000). On October 17, 2025, the Company issued unsecured convertible promissory notes to Shalom Arik Maimon ($586,087.62), Schulman ($112,900.11), and AM Law ($154,000). Each issuance was made in a transaction not involving a public offering in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506(b) under Regulation D. The investors represented that they were 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 under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption.

On February 26, 2026, the Company entered into a Securities Purchase Agreement with P.W. Janssen (“Janssen”), pursuant to which the Company issued and sold to Janssen 714,286 share of the Company’s common stock (the “Shares”), and a five-year warrant to purchase up to 714,286 additional shares of common stock (the “Warrant”) , for aggregate gross proceeds of $300,000 ($0.42 per unit). The exercise price of the Warrant is $0.42 per share, subject to anti-dilution adjustments. The Company granted Janssen piggyback registration rights with respect to the resale of the shares issued and issuable pursuant to the Securities Purchase Agreement.

ITEM 6. [RESERVED]

Not applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Except for the historical information, the following discussion contains forward-looking statements that are subject to risks and uncertainties. We caution you not to put undue reliance on any forward-looking statements, which speak only as of the date of this report. Our actual results or actions may differ materially from these forward-looking statements for many reasons, including the risks described in Item 1A Business -- Risk Factors” and elsewhere in this annual report. Our discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and related notes and with the understanding that our actual future results may be materially different from what we currently expect.

OVERVIEW AND OUTLOOK

The Company was incorporated under the laws of the State of Florida on September 21, 2005 to act as an operational company and as a holding company for its subsidiaries. Its wholly-owned subsidiary is Meimoun and Mammon, LLC (100% owned) (“M&M”) that provides wholesale telecommunications services. The Company also owns 51% of World Mobile LLC, which operates in the Mobile Telecommunications market and 51% of World Mobile Media Group LLC, which operates in the Entertainment Media Distribution market. The Company also owns 50% of CUENTASMAX LLC, which installs WiFi6 shared network (“WSN”) systems in locations in the New York metropolitan tristate area using access points and small cells to provide users with access to the WSN. 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 currently focusing its business mainly on Cuentas Mobile, the Company’s Cellular Telecommunications solution as well as World Mobile LLC and World Mobile Media Group LLC to coordinate a multi-dimensional service for telecom, data, streaming and entertainment content.

Since the first quarter of 2023, we have made equity investments in real estate projects in Florida under the name Cuentas Casa. Cuentas Casa partnered with leading edge developers and construction technology companies to create sustainable, inclusive and affordable residential communities specifically designed to provide high quality housing alternatives at extremely competitive pricing. Our goal was to source land zoned and ready for development of multi-family buildings in strategic areas where rental prices are increasing dramatically, placing financial stress and pressure on working class families. Our real estate investments were intended to broaden our reach into the unbanked, underbanked and underserved communities by using a patented, 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 believed 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 had 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 were used for operating expenses. With these funds, the Company was able to settle debts totaling approximately $1.132M with four major creditors for final actual cost of $666,356.

On September 22, 2025 and October 1, 2025, the Company entered into two Convertible Note Purchase Agreements with World Mobile Group Ltd. for an aggregate principal amount of $385,000—$260,000 on September 22, 2025 and $125,000 on October 1, 2025. The notes are convertible into shares of the Company’s common stock pursuant to their terms, and the closings occurred on the respective dates. As conditions to closing, the Company delivered an irrevocable transfer-agent instruction letter and reserved shares for conversions. The September 22 agreement provides the investor the right to designate one director while it and its affiliates beneficially own at least 5% of the Company and includes certain protective approval rights tied to covenant and event-of-default actions. The Company agreed to use a portion of 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 provides that proceeds will be applied to the “Plum Contract.”

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

On February 25, 2026, World Mobile Group Ltd. (“WMG”) converted promissory notes of Cuentas, Inc. (the “Company”) in the principal amount of $260,000 into 1,277,018 shares of the Company’s common stock, representing approximately 18.5% of the Company’s outstanding shares of common stock

RESULTS OF OPERATIONS

Comparison of year ended December 31, 2025 to year ended December 31, 2024

Revenue

The Company generates revenues through the sale and distribution of Digital products, wholesale telecommunication services and other related telecom services. Revenues during the year ended December 31, 2025, totaled $0 compared to $676 for the year ended December 31, 2024. The decrease in our revenues was mainly from decrease in wholesale telecommunication services in the amount of $676, from our Bilateral Wholesale Carrier Agreement with Next Communications INC., a company controlled by Arik Maimon our Chairman of the Board and our CEO.

Revenue by product for 2025 and 2024 are as follows:

	December 31, 2025		December 31, 2024
	(Dollars in thousands)
Retail telecommunications	$	-	$	26
Wholesale telecommunication services		-		569
Digital products		-		81
Total revenue	$	-	$	676

Costs of Revenue and Gross profit

Cost of revenues during the year ended December 31, 2025 totaled $0 compared to $751,000 for the year ended December 31, 2024.

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 $0 during the year ended December 31, 2025 and $565,000 during the year ended December 31, 2024.

Cost of revenue also consists of costs related to the sale of the Company’s digital products in the amount of $0 during the year ended December 31, 2025 and $81,000 during the year ended December 31, 2024. The costs related to the sale of the Company’s digital products were composed mainly from the cost of the Digital products.

Gross profit (loss) by product for 2025 and 2024 are as follows:

	December 31, 2025		December 31, 2024
	(Dollars in thousands)
Telecommunications	$	-	$	(44	)
Wholesale telecommunication services		-		4
Digital products		-		(35	)
Total Gross profit	$	-	$	(75	)

Gross profit margin for the year ended December 31, 2025 was negative for both the telecommunications segment and the digital product segments but slightly positive for wholesale which by its nature has a tiny markup. The gross loss for the sale of digital product and general-purpose reloadable cards stemmed from ceasing all activities with Cuentas SDI LLC. In May 2024, 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.

The Company’s alliance with World Mobile Group and the joint venture World Mobile should provide significant revenue and profitability due to the strength of World Mobile’s marketing, finance and technology capabilities.

Operating Expenses

Operating expenses consist of selling, general and administrative Expenses, impairments and amortization of Intangible assets as discussed below and totaled $1,894,000 during the year ended December 31, 2025, compared to $1,941,000 during the year ended December 31, 2024, representing a net decrease of $47,000.

Selling, General and Administrative Expenses

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

	Year Ended December 31,
	2025		2024
	($ in thousands)
Selling, General and Administrative Expenses:
Officers’ compensation	$	1,068	$	890
Directors fees		167		167
Share-based compensation		27		209
Professional services		182		246
Legal fees		292		54
Other		158		332
Total	$	1,894	$	1,899

Selling, general and administrative expenses totaled $1,894,000 during the year ended December 31, 2025, a net decrease of $5,000, compared to $1,899,000 during the year ended December 31, 2024.

Amortization and impairment of Intangible assets

Amortization of Intangible assets totaled $0 during the year ended December 31, 2025 and $2,000 during the year ended December 31, 2024.

Net Loss

We incurred a net loss of $1,571 for the year ended December 31, 2025, as compared to a net loss of $3,309,000 for the year ended December 31, 2024, for the reasons described above.

Liquidity and Capital Resources

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 December 31, 2025, the Company had total current assets of $841,000, including $57,000_ of cash, accounts receivables of $271,000, and related parties receivables of $513,000. As of December 31, 2025, the Company had total current liabilities of $4,910,000 creating a negative working capital of $4,069,000.

As of December 31, 2024, the Company had total current assets of $1,111,000, including $15,000 of cash, accounts receivables of $271,000, Investment in unconsolidated entities held for sale of $800,000. As of December 31, 2024, the Company had total current liabilities of $4.281,000 creating a negative working capital of $3,170,000.

Cash Flows – Operating Activities Update

The Company’s operating activities for the year ended December 31, 2025, resulted in net cash used of $1,371,000. Net cash used in operating activities consisted of a net loss of $1,571,000,

The Company’s operating activities for the year ended December 31, 2024, resulted in net cash used of $598,000. Net cash used in operating activities consisted of a net loss of $3,309,000 partially offset by non-cash expenses consisting of share-based compensation of $209,000, impairment of intangible assets and property and equipment of $30,000 and amortization of intangible assets of $2,000. a Decrease in accounts receivables of $1,036,000, increase in accounts payables of 625,000, decrease in other accounts liabilities of 739,000, impairment of an investment in an unconsolidated entity of $1,916,000,

Cash Flows – Investing Activities Update

The Company’s investment activities for the year ended December 31, 2025, resulted in net cash received of $825,000 and $92,000 for the same period in 2024.

Cash Flows – Financing Activities Update

The Company’s financing activities for the year ended December 31, 2025, resulted in net cash in the amount of $588,000.

To date, we have principally financed our operations through the sale of our Common Stock. Nevertheless, management anticipates that our current cash and cash equivalents position and generating revenue from the sales of our mobile phone services and digital products will provide us limited financial resources for the near future to continue implementing our business strategy of further developing our mobile services and digital products, enhance our digital products offering and increase our sales and marketing. Management has taken important steps to reduce the financial burn rate and has curtailed some ineffective marketing programs, concentrating on those programs that have been proven to produce good results. Reduction of some top-level personnel has brought savings to the company as current executives took over the vacant positions at no additional cost to the Company but offset by the bonuses. Management plans to secure additional financing sources, including but not limited to the sale of our Common Stock in future financings. 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 its business plan for the near future or long term. As of December 31, 2025, the Company had approximately $57,000 in cash and cash equivalents, approximately $4,069,000 in negative working capital and an accumulated deficit of approximately $59,826,000.

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 $800,000. The transaction closed on May 27, 2025 and, in accordance with the terms of the MIPA, the Company directed the escrow agent to disburse a portion of the sale proceeds to satisfy four outstanding obligations owed to certain judgment and debt holders. These settlement payments were made directly by the escrow agent on behalf of the Company in connection with the closing of the transaction.’

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 $92,000 and a final settlement was executed on May 23, 2025 where OLB paid $25k.

On January 29, 2026, the Company entered into an Amended and Restated Warrant Agency Agreement (the “A/R Warrant Agency Agreement”) to that certain Warrant Agency Agreement, dated as of February 1, 2021 between the Company and Olde Monmouth Stock Transfer Co., Inc., as Warrant Agent (the “Original Warrant Agreement”), pursuant to which the expiration date of the Company’s outstanding publicly traded 1,757,801 warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), was extended from February 4, 2026 to June 30, 2026 (the “Extended Expiration Date”). At and after the Extended Expiration Date, the Warrants may no longer be exercised. The A/R Warrant Agreement also allows the Board of Directors of the Company in its discretion to voluntarily reduce the exercise price of the Warrants and proportionately increase the number of shares of Common Stock purchasable upon exercise of the Warrants at the reduced exercise price. Other than as set forth above, the terms of the Warrants set forth in the A/R Warrant Agreement remain unmodified and in full force and effect.

Off-balance Sheet Arrangements

The Company has no off-balance sheet arrangements and does not anticipate entering into any such arrangements in the foreseeable future.

Impact of Inflation

The Company does not expect inflation to be a significant factor in operation of the business.

World Mobile Group Ltd. Financings

On September 22, 2025 and October 1, 2025, the Company entered into Convertible Note Purchase Agreements with World Mobile Group Ltd. for an aggregate principal amount of $385,000 (the “WM Notes”)—$260,000 on September 22 and $125,000 on October 1. The WM Notes are convertible into our common stock pursuant to their terms. Closings occurred on the respective agreement dates. The September 22 agreement provides the investor the right to designate one director while the investor and its affiliates beneficially own at least five percent of the Company and includes certain protective approval rights tied to note covenants and event-of-default actions. We applied part of the proceeds to pay $110,000 to Michael De Prado in connection with his separation and to fund professional fees to bring SEC reporting current; the October 1 agreement provides that proceeds will be applied to the PLUM contract, our MVNO reseller arrangement. On February 25, 2026, World Mobile Group Ltd. (“WMG”) converted promissory notes of Cuentas, Inc. (the “Company”) in the principal amount of $260,000 into 1,277,018 shares of the Company’s common stock, representing approximately 18.5% of the Company’s outstanding shares of common stock

Michael De Prado Separation Agreement

The promissory notes includes bonuses approved subsequent to the balance sheet date totaling approximately $170 thousand, which are expected to be recognized as an expense in the second quarter of 2026.

Insider and Advisor Convertible Notes

On October 17, 2025, we issued three unsecured convertible promissory notes: (i) a note to Shalom Arik Maimon (CEO) in the principal amount of $586,087.62; (ii) a note to Matthew Schulman in the principal amount of $112,900.11; and (iii) a note to AM Law in the principal amount of $154,000. Each note is voluntarily convertible at the holder’s option into common stock at a fixed price of $0.42 per share and provides piggyback registration rights.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

This item is not applicable as we are currently considered a smaller reporting company.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Index to Financial Statements and Financial Statement Schedules appearing on page F-1 through F-30 of this Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Management of Cuentas Inc. is responsible for maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. In addition, the disclosure controls and procedures must ensure that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial and other required disclosures.

At December 31, 2025, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Exchange Act was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based on their evaluation of our disclosure controls and procedures, they concluded that at December 31, 2025, such disclosure controls and procedures were not effective. This was due to our limited resources and deficiencies in the design or operation of our internal control over financial reporting that adversely affected our disclosure controls and that may be considered to be “material weaknesses].”

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. These internal controls over financial reporting are designed to provide reasonable assurance that the reported financial information is presented fairly, that disclosures are adequate and that the judgments inherent in the preparation of financial statements are reasonable. There are inherent limitations in the effectiveness of any system of internal controls, including the possibility of human error and overriding of controls. Consequently, an effective internal control system can only provide reasonable, not absolute, assurance with respect to reporting financial information.

Our internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles and the receipts and expenditures of company assets are made and in accordance with our management and directors authorization; and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.

Our management conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Interim Chief Financial Officer of the effectiveness of our internal control over financial reporting as of December 31, 2025. This evaluation was based on the framework and criteria established in the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) (2013 Framework). Based upon this evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded that our internal control over financial reporting was not effective as of December 31, 2025.

Based upon such assessment, our Chief Executive Officer and Interim Chief Financial Officer have concluded that as of December 31, 2025 our internal controls over financial reporting were not effective due to the following material weaknesses identified:

●

Lack of appropriate segregation of duties,

●

Lack of information technology (“IT”) controls over revenue, and

●

Lack of adequate review of internal controls to ascertain effectiveness, and

●

Lack of control procedures that include multiple levels of supervision and review.

●

The Company’s management, including the Chief Executive Officer and Principal Financial Officer, do not expect that its disclosure controls or internal controls will prevent all errors or all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

Implemented or Planned Remedial Actions in response to the Material Weaknesses

The deficiencies identified above are in large part due to our limited resources and deficiencies in the design or operation of our internal control over financial reporting that adversely affected our disclosure controls and that may be considered to be “material weaknesses.”

We plan, if our available cash will increase, to seek to recruit individuals responsible for identifying reportable developments and to implement procedures designed to remediate the material weakness by focusing additional attention and resources in our internal accounting functions. However, the material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

In addition to seeking further resources, we plan to implement enhanced reconciliation procedures between Board/Compensation Committee approvals and the financial statement disclosures. Specifically, we intend to establish a formal verification process to ensure that all executive compensation components, including bonuses and stock awards, are strictly aligned with authorized agreements and committee resolutions prior to inclusion in our financial reports.

This report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. The rules of the SEC do not require an attestation of the Management’s report by our registered public accounting firm in this annual report.

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 November 6, 2025, our Board of Directors approved the nomination of Mr. Ofek Suchard as Company’s Interim CFO. Except as set forth above, there were no changes in Internal Control over Financial Reporting that occurred during our fiscal quarter ended December 31, 2025 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None. Effective March 24, 2022, Cuentas has an Insider Trading Policy approved by the Board of Directors. During 2025, no insider plans were adopted or terminated under regulation S-K Item 408(a)

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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 $110,000 in cash and issued two secured promissory notes as described in Item 5 and Note X. 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.

On October 22, 2025, the Board appointed Ofek Suchard as Interim Chief Financial Officer, and he now serves as the Company’s principal financial and principal accounting officer, effective as of that date. The Board continues its process to identify and evaluate candidates for a permanent Chief Financial Officer. Do we need the preceding two highlighted paragraphs?

Directors and Executive Officers

Set forth below is information regarding our current directors and executive officers.

Name	Age	Position
Shalom Arik Maimon	50	Chairman of the Board of Directors and CEO

Ofek Suchard	26	Interim Chief Financial Officer

Adiv Baruch	62	Director

Haim Yeffet	75	Director

Lexi Terrero	53	Director

Shalom Arik Maimon, our Chairman, is a founder, the Chief Executive Officer and Chairman of the Board. Mr. Maimon served as the Company’s CEO from 2016 to February 2021 and as Interim CEO from February 2021 to August 2023. In addition to co-founding the Company, Mr. Maimon founded the Company’s subsidiaries Cuentas Mobile, and M&M. Prior to founding the Company and its subsidiaries, Mr. Maimon founded and ran successful telecommunications companies operating primarily in the United States and Mexico. In 1998, Mr. Maimon founded and ran a privately-held wholesaler of long-distance telecommunications services which, later, under Mr. Maimon’s management, grew from a start up to a profitable enterprise with more than $100 million in annual revenues. Mr. Maimon serves on the Company’s Board of Directors due to the perspective and experience he brings as our co-founder, Chairman and Chief Executive Officer.

Ofek Suchard has served as Interim Chief Financial Officer since October 22, 2025. Mr. Suchard also is trained as both a mechanical engineer and a software engineer. Mr. Suchard brings a broad background across real estate development, engineering, and advanced technology. In addition to his role at Cuentas, he serves as Chief Technical Officer of EnSima, where he leads technical development and coordination for the EnSima Miami project—a 475-unit, 95,000 sq. ft. mixed-use development. Prior to joining Cuentas, Mr. Suchard founded ReThink, an AI-driven construction-technology company focused on improving efficiency and reducing operational waste for contractors. Earlier in his career, he worked as a Sales Engineer with Trane, supporting complex HVAC system design for mechanical contractors and engineering firms, and previously served as a Project Engineer on major commercial, residential, industrial, and military projects. His combined experience in engineering, finance, software development, and project management provides Cuentas with cross-disciplinary leadership as the Company advances its strategic and operational goals.

Adiv Baruch is a global leader anchors in the Israeli high-tech industry as well as the Chairman of Israeli Export and International cooperation Institute and several private and public companies. Mr. Baruch has over 28 years of experience in equity investment and operation management under distress. Mr. Baruch also serves as chairman of Jerusalem Technology Investments Ltd. He also currently serves as Chairman of Maayan Ventures, a platform for investments in innovative technology companies. Mr. Baruch has served as a director of the Bank of Jerusalem, and he served as CEO of BOS Better Online Solutions, which, under this leadership, grew into a highly successful company traded on Nasdaq under the symbol BOSC. Throughout his career, he has championed development and support of new talent in the high tech and entrepreneurial arenas. He is a Technion graduate and the Chairman of the Institute of Innovation and Technology of Israel. Mr. Baruch is qualified to serve as a director of the Company because of the perspective and experience he brings to our Board.

Lexi Terrero is a marketing and financial executive with over 15 years of experience in digital media, investor relations and private equity. Ms. Terrero is qualified to serve as a director of the Company because of her deep industry knowledge of marketing and business development, sales development, raising capital, finance, and operational management. She received a BS in Finance and an MBA in Interdisciplinary Business from St. John’s University in New York City.

Haim Yeffet has owned and managed 10 restaurants and served as the CEO of a public company. He is involved in his condo board at the Alexander in Miami Beach, and has served as the Vice President and as Secretary for the association for the last three years. Mr. Yeffet is qualified to serve as a director of the Company because of his business experience, including his experience as CEO of a public company.

Family Relationships

There are no family relationships, or other arrangements or understandings between or among any of the directors, director nominees, executive officers or other person pursuant to which such person was selected to serve as a director or officer.

Indemnification of Directors and Officers

Our Articles of Incorporation and Bylaws both provide for the indemnification of our officers and directors to the fullest extent permitted by Florida law.

Limitation of Liability of Directors

Pursuant to the Florida Statutes, our Articles of Incorporation exclude personal liability for our Directors for monetary damages based upon any violation of their fiduciary duties as Directors, except as to liability for any breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or any transaction from which a Director receives an improper personal benefit. This exclusion of liability does not limit any right which a Director may have to be indemnified and does not affect any Director’s liability under federal or applicable state securities laws. We have agreed to indemnify our directors against expenses, judgments, and amounts paid in settlement in connection with any claim against a Director if he acted in good faith and in a manner he believed to be in our best interests.

Election of Directors and Officers

Directors are elected to serve until the next annual meeting of shareholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the Board following the next annual meeting of shareholders and until their successors have been elected and qualified.

Involvement in Certain Legal Proceedings

No Executive Officer or Director of the Corporation has been the subject of any Order, Judgment, or Decree of any Court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring suspending or otherwise limiting him/her from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.

No Executive Officer or Director of the Corporation has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding which is currently pending.

No Executive Officer or Director of the Corporation is the subject of any pending legal proceedings.

Corporate Governance

Board of Directors

We currently have five directors serving on our Board of Directors. A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business.

Board Committees and Director Independence

Director Independence

Of our current directors, we have determined that Messrs. Baruch and Yeffet, as well as Ms. Terrero, are “independent” as defined by applicable rules and regulations. The Company is in the process to interviewing additional potential Independent Directors to fill additional board positions with goals of Gender, Age and Racial diversity as well as Cyber protection experience as indicated by the SEC to be important goals.

The following table sets forth certain information concerning the annual compensation of our independent directors during the last two fiscal years. Non-employee directors receive $50,000 per annum and the chairman of the Audit Committee and Compensation Committee receives an additional $16,000 per annum. The following table sets forth certain information concerning the annual compensation of our independent directors during the last two fiscal years.

Name and Principal Position	Year		(c) Fee		Bonus		Option Awards		share compensation		Nonqualified deferred compensation earnings		All Other Compensation		Total Compensation
Adiv Baruch		2025	$	67,000	$	-	$	-	$	-	$	-	$	-	$	67,000
		2024	$	67,000	$	-	$	-	$	-	$	-	$	-	$	67,000

Haim Yeffet		2025	$	50,000	$	-	$	-	$	-	$	-	$	-	$	50,000
		2024	$	50,000	$	-	$	-	$	-	$	-	$	-	$	50,000

Lexi Terrero		2025	$	50,000	$	-	$	-	$	-	$	-	$	-	$	50,000
		2024	$	50,000	$	-	$	-	$	-	$	-	$	-	$	50,000

Ms. Terrero was appointed a director on December 30, 2022 and Mr. Yeffet was appointed a director on February 2, 2023

Board Committees

Our Board of Directors has established two standing committees—Audit and Compensation. Each committee operates under a charter that has been approved by our Board of Directors.

Audit Committee

Our Board of Directors has an Audit Committee composed of Mr. Yeffet and Ms. Terrero, each of whom is an independent director as defined in accordance with section Rule 10A-3 of the Exchange Act and the rules of Nasdaq. Mr. Yeffet serves as chairman of the Audit Committee. The Board of Directors has determined that Mr. Yeffet possesses accounting or related financial management experience that qualifies him as financially sophisticated within the meaning of Rule 4350(d)(2)(A) of the Nasdaq Marketplace Rules and that he is an “audit committee financial expert” as defined by the rules and regulations of the SEC.

Our Audit Committee oversees our corporate accounting, financial reporting practices and the audits of financial statements. For this purpose, the Audit Committee has a charter (which will be reviewed annually) and performs several functions. The Audit Committee:

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evaluates the independence and performance of, and assesses the qualifications of, our independent auditor and engages such independent auditor;

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approves the plan and fees for the annual audit, quarterly reviews, tax and other audit-related services and approves in advance any non-audit service and fees therefor to be provided by the independent auditor;

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monitors the independence of the independent auditor and the rotation of partners of the independent auditor on our engagement team as required by law;

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reviews the financial statements to be included in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and reviews with management and the independent auditors the results of the annual audit and reviews of our quarterly financial statements;

●

oversees all aspects of our systems of internal accounting and financial reporting control and corporate governance functions on behalf of the board; and

●

provides oversight assistance in connection with legal, ethical and risk management compliance programs established by management and the board, including compliance with requirements of Sarbanes-Oxley and makes recommendations to the Board of Directors regarding corporate governance issues and policy decisions.

Compensation Committee

Our Board of Directors has a Compensation Committee composed of Ms. Terrero and Mr. Yeffet, each of whom is independent in accordance with rules of OTC. Mr. Yeffet is the chairman of the Compensation Committee. Our Compensation Committee reviews or recommends the compensation arrangements for our management and employees and also assists the Board of Directors in reviewing and approving matters such as company benefit and insurance plans, including monitoring the performance thereof. The Compensation Committee has a charter, which will be reviewed annually.

Nomination of Directors

Our Board of Directors, by resolution of the full Board of Directors addressing the nominations process and such related matters as may be required under the federal securities laws, has charged the independent directors constituting a majority of our Board of Directors with the responsibility of reviewing our corporate governance policies and with proposing potential director nominees to the Board of Directors for consideration. The independent directors will consider director nominees recommended by security holders.

Code of Business Conduct and Ethics and Insider Trading Policy

Our Board of Directors has adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and an Insider Trading Policy. We will provide a copy of our Code of Business Conduct and Ethics to any person without charge, upon written request to our Compliance Officer, at Cuentas Inc., 235 Lincoln Road, Suite 210, Miami Beach, Florida, 33139.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and persons who own more than 10% of our outstanding shares of Common Stock (collectively, “Reporting Persons”) to file with the SEC initial reports of ownership and reports of changes in ownership in our Common Stock and other equity securities. To the Company’s knowledge, based solely on its review of Forms 3 and 4 filed electronically with the SEC during the registrant’s most recent fiscal year, the Company believes that during its fiscal year ended December 31, 2025, all filing requirements applicable to the Reporting Persons were timely met, except that Messrs. Yeffet and Zakai failed to file Form 3s.

Shareholder Communications

Although we do not have a formal policy regarding communications with the Board, shareholders may communicate with the Board by writing to us at 235 Lincoln Rd., Suite 210, Miami Beach, FL 33139, Attention: Stockholder Communication. Stockholders who would like their submission directed to a member of the Board may so specify, and the communication will be forwarded, as appropriate.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth for the last two fiscal years certain information concerning the annual compensation of our Chief Executive Officer and our other executive officers whose compensation was in excess of $100,000 during the year ended December 31, 2025.

(a) Name and Principal Position	(b) Year		(c) Salary		(d) Bonus		(f) Option Awards		(g) Non-equity incentive plan compensation		(h) Nonqualified deferred compensation earnings		(i) All Other Compensation		(j) Total Compensation
Arik Maimon		2025	$	295,000	$	50,000	$		$	-	$	-	$	18,000	$	363,000
Executive Chairman and Chief Executive Officer		2024	$	295,000	$	-	$	-	$	-	$	-	$	-	$	295,000
Michael De Prado*		2025	$	213,750	$	50,000	$	-	$	-	$	-	$	218,000	$	481,750
Executive Vice Chairman and President *		2024	$	285,000	$	-	$	-	$	-	$	-	$	-	$	285,000

●	* Mr. De Prado resigned on October 21, 2025

Founder/Executive Chairman Compensation Agreement with Arik Maimon, and Founder/Executive Vice-Chairman Compensation Agreement with Michael De Prado

On August 26, 2021, the Company and Arik Maimon entered into a Founder/Executive Chairman Compensation Agreement (the “Chairman Compensation Agreement”). Additionally, on August 26, 2021, the Company and Michael De Prado entered into a Founder/Executive Vice-Chairman Compensation Agreement (the “Vice-Chairman Compensation Agreement” and collectively with the Chairman Compensation Agreement, the “Chairman Compensation Agreements”). The term of each of these Chairman Compensation Agreements became effective as of August 26, 2021 and replaces any prior arrangements or employment agreements between the Company and each of Mr. Maimon and Mr. De Prado (each such individual, an “Executive” and together, the “Executives”). Under the terms of the Chairman Compensation Agreements, the Executives agreed to be employed by the Company for an initial continuous twelve-month term beginning on the effective date of August 26, 2021, and ending on August 25, 2022. The initial term would be automatically extended for additional one (1) year periods on the same terms and conditions as set out in the Chairman Compensation Agreements; however, the Chairman Compensation Agreements, respectively, will not renew automatically if either the Company or the respective Executive provide a written notice to the other of a decision not to renew, which notice must be given at least ninety (90) days prior to the end of the initial term or any subsequently renewed one (1) year term. Pursuant to the terms of the Chairman Compensation Agreement, Mr. Maimon will receive an annual base salary of two hundred ninety-five thousand dollars ($295,000) per year, and pursuant to the terms of the Vice-Chairman Compensation Agreement, Mr. De Prado will receive an annual base salary of two hundred eighty-five thousand dollars ($285,000) per year, and each will be eligible for an annual incentive payment of up to one hundred percent (100%) of their respective base salary, which annual incentive payment shall be based on the Company’s performance as compared to the goals established by the Company’s Board of Directors in consultation with each Executive, respectively. This annual incentive shall have a twelve (12) month performance period and will be based on a January 1 through December 31 calendar year, with the Executives’ entitlement to the annual incentive and the amount of such award, if any, remaining subject to the good faith discretion of the Board of Directors. Any such annual incentive shall be paid by the end of the second quarter following the calendar year to which each respective Executive’s performance relates. Pursuant to the terms of the Chairman Compensation Agreements, each Executive has the option to have any such earned annual incentive be paid in fully vested shares of the Company’s Common Stock, but must elect such option by the end of the first quarter following the relevant performance calendar year period. In the event of a change in control of the Company, as defined under the terms of the Chairman Compensation Agreements, that takes place (i) during the term of the Chairman Compensation Agreement or (ii) prior to the date which is twenty-four (24) months from the effective date of the Chairman Compensation Agreements, if the Executive’s employment otherwise terminates prior to such date (other than if the Executive’s employment was terminated for cause or the Executive resigned his employment without good reason, as such terms are defined under the Chairman Compensation Agreements), each respective Executive shall be entitled to a bonus payment equal to two and one-half percent (2.5%) of the cash consideration received by the shareholders of the Company in the change in control transaction. Under the Chairman Compensation Agreements, each Executive is subject to certain obligations and restrictive covenants, including, but not limited to: confidentiality, non-competition, non-solicitation, and non-disparagement, among others. The Chairman Compensation Agreements are each governed by the laws of the State of Florida. The Chairman Compensation Agreements may be terminated by the Company for cause or without cause, and by each respective Executive for good reason or without good reason, as such terms are defined under the Chairman Compensation Agreements. On August 19, 2022, the Company’s Board of Directors approved a motion to appoint Arik Maimon as Interim CEO (in addition to his current position as Chairman of the Board) and Michael De Prado as Interim President (in addition to his current position as Vice Chairman of the Board). Both Arik Maimon and Michael De Prado agreed to assume these positions with no additional compensation.

On August 21, 2023, the Company entered into an employment agreement with Arik Maimon pursuant to which Mr. Maimon agreed to serve as Executive Chairman and Chief Executive Officer of the Company (the “Maimon Employment Agreement”).

Additionally, on August 26, 2023, the Company entered into an employment agreement with Michael De Prado pursuant to which Mr. De Prado agreed to serve as Executive Vice Chairman and President of the Company (the “De Prado Employment Agreement,” and together with the Maimon Employment Agreement, the “2023 Compensation Agreements”). The term of each of these 2023 Compensation Agreements became effective as of August 21, 2023 and replaces any prior arrangements or employment agreements between the Company and each of Mr. Maimon and Mr. De Prado (each such individual, an “Executive” and together, the “Executives”). Under the terms of the 2023 Compensation Agreements, the Executives 2023 Compensation Agreements are for a term of five years, subject to the early termination provisions, commencing August 21, 2023 (the “Effective Date”). The 2023 Compensation Agreements are subject to early termination upon Executives’s death, or by the Company for Cause, adjudicated incompetency or adjudicated bankruptcy, the date upon which the Company give the Executives notice of termination on account of Disability, and by the Executives in the event of an Adverse Change in Executive’s Employment Circumstances.

The salaries of Mr Maimon and Mr De Prado have been accruing since June 2025 and partial payments have been made.

On September 18, 2025, the Company entered into a separation agreement with Michael De Prado providing a cash payment of $110,000 and issuance of two secured promissory notes ($473,000 bearing interest at 2% per annum with a holder conversion right for up to 50% at $0.42 per share; and $200,000 with the holder’s option at maturity to require cash payment or transfer of specified Fintech (non-MVNO) assets). The agreements were consummated on October 21, 2025 upon escrow release.

Pursuant to the terms of the Maimon Employment Agreement, Mr. Maimon will receive an annual base salary of two hundred ninety-five thousand dollars ($295,000) per year, subject to increase by the Company’s by Board of Directors upon the recommendation of the Compensation Committee of the Company’s Board of Directors. Mr. Maimon is also entitled to receive as compensation for past services to and to ensure his future services to the Company, subject to shareholder approval, 131,866 shares of the Company’s common stock to increase his ownership interest in the Company to 10.0% calculated on a fully diluted basis, 50% of which shares are to be issued by the Company as soon as practicable after shareholder approval has been obtained, with the remaining 50% of the shares to be issued equally at the end of each of the three calendar years following the Effective Date. The Maimon Employment Agreement provides that if Mr. Maimon’s 10% fully diluted equity interest in the Company is reduced upon issuance by the Company of additional shares, options, or warrants of any kind or nature, the Company shall issue to Mr. Maimon additional shares in number sufficient to preserve and maintain his 10% fully diluted equity interest in the Company, with such shares to be issued under the same terms set forth above. Mr. Maimon is also entitled to a monthly automobile allowance. Mr. Maimon is eligible to participate in such benefit plans as are, or from time-to-time may be, provided by the Company for its senior executive officers.

Pursuant to the terms of the De Prado Employment Agreement Mr. De Prado will receive an annual base salary of two hundred eight-five thousand dollars ($285,000) per year, subject to increase by the Company’s by Board of Directors upon the recommendation of the Compensation Committee of the Company’s Board of Directors. Mr. De Prado is also entitled to receive as compensation for past services to and to ensure his future services to the Company, subject to shareholder approval, 117,214 shares of the Company’s common stock to increase his ownership interest in the Company to 7.0% calculated on a fully diluted basis, 50% of which shares are to be issued by the Company as soon as practicable after shareholder approval has been obtained, with the remaining 50% of the shares to be issued equally at the end of each of the three calendar years following the Effective Date. The De Prado Employment Agreement provides that if Mr. De Prado’s 7% fully diluted equity interest in the Company is reduced upon issuance by the Company of additional shares, options, or warrants of any kind or nature, the Company shall issue to Mr. De Prado additional shares in number sufficient to preserve and maintain his 7% fully diluted equity interest in the Company, with such shares to be issued under the same terms set forth above. Mr. De Prado is entitled to a monthly automobile allowance of $2,000. Mr. De Prado is also eligible to participate in such benefit plans as are, or from time-to-time may be, provided by the Company for its senior executive officers.

The Executives are eligible to receive a discretionary annual performance-based payment of up to 100% of his base salary, which performance-based payment shall be determined by the Compensation Committee of the Board of Directors based on the Company’s performance as compared to the goals established by the Compensation Committee and the Company’s management, including the Annual Budget (as defined in the Maimon Employment Agreement), in consultation with the Executives. At the discretion of the Compensation Committee, this review may be performed each fiscal quarter but not less than semi-annually, and the Performance-Based Bonus awarded, if any, may be paid accordingly. The Performance-Based Bonus shall be prorated for any partial fiscal year in which the Executive was employed by the Company. Executives shall not be entitled to receive any portion of the Annual Incentive Bonus for any year in which his employment is terminated for Cause. Pursuant to the terms of the 2023 Compensation Agreements, The Bonus shall be prorated, based on each fiscal quarter of employment, for any partial fiscal year.

Notwithstanding the limitation on the payment in cash of the Performance-Based Bonus, the Compensation Committee based upon certain criteria specified in the 2023 Compensation Agreements may at its discretion award the Executives stock or stock options as an additional Performance-Based Bonus in addition to the cash component but only an annual basis and only for fiscal years in which the Company’s financial results substantially exceed the Annual Budget.

Engagement of Shlomo Zakai, our Former CFO

Shlomo Zakai served as our Chief Financial Officer from October 2023 to June 30, 2025. Mr. Zakai was entitled to $10,000 per month for his services.

Engagement of Ofek Suchard, our Current Interim CFO

Ofek Suchard has served as our Interim Chief Financial Officer since July 1, 2025. Mr. Suchard is entitled to $9,167 per month for his services.

Clawback Policy

Our Board of Directors adopted a clawback policy covering our executive officers. An executive officer is our chief executive officer, president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president in charge of a significant principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for us. As of the date of this annual report, our only executive officers are our Chairman of the Board and Chief Executive Officer and our Interim Chief Financial Officer. The clawback policy relates to incentive-based compensation, which is any compensation that is granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure. The clawback policy covers the recovery of incentive-based compensation from an executive officer only in the event that we are required to prepare an accounting restatement due to the material noncompliance of our financial reporting requirement under the United States securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Questions as to “materiality” will be made by the Compensation Committee in coordination with the Audit Committee.

The incentive-based compensation subject to recovery is the incentive-based compensation received during the three completed fiscal years immediately preceding the date that we are required to prepare an accounting restatement as described above, provided that the person served as an executive officer at any time during the performance period applicable to the incentive-based compensation in question provided that the clawback policy shall only apply if the incentive-based compensation is received while we have a class of securities listed on Nasdaq and on or after October 2, 2023. Arik Maimon, our Chairman of the Board and Chief Executive Officer has an employment agreement which provides for incentive-based compensation during the term of his employment agreements with the Company.

Outstanding Equity Awards at Fiscal Year End

The following table sets forth information concerning the outstanding equity awards of each of the Named Executive Officers as of December 31, 2025:Update

Name (a)	Number of Securities Underlying Unexercised Options (#) Exercisable (b)		Number of Securities Underlying Unexercised Options (#) Unexercisable (c)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)		Option Exercise Price ($) (e)		Option Expiration Date (f)	Number of Shares or Units of Stock That Have Not Vested (#) (g) (9)		Market Value of Shares or Units of Stock That Have Not Vested ($) (h)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) (j)

Arik Maimon		15,385		-		-	$	36.40	November 2, 2031		-		-		-	$	-

Arik Maimon		15,385		-		-	$	4.16	December 29, 2032		-		-		-	$	-

Arik Maimon		131,866		-		-	$	0.32	December 29, 2032		-		-		-	$	-

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth, as of March 25, 2026certain information with respect to the beneficial ownership of shares of our common stock by: (i) each person known to us to be the beneficial owner of more than five percent (5%) of our outstanding shares of common stock, (ii) each director of our Company, (iii) each of our executive officers, and (iv) our directors and executive officers as a group. There were 9,710,598 shares of our Common Stock outstanding as of March 25, 2026.

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security which such person has the right to acquire sole or shared voting or investment power within sixty (60) days through the conversion or exercise of any convertible security, warrant, option, or other right. More than one (1) person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within sixty (60) days, by the sum of the number of shares outstanding as of such date including the number of such shares which such person has the right to acquire. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown.

Unless otherwise indicated, the address of each shareholder is c/o our Company at our principal office address, 235 Lincoln Rd., Suite 210, Miami Beach, FL 33139.

Beneficial Owner	Number of Shares Beneficially Owned			Percent of Class
Shalom Arik Maimon (1) Chief Executive Officer and Chairman		987,431	⁽¹⁾		12.41	%

Michael De Prado (2) Former President and Vice Chairman		344,317	⁽²⁾		4.32	%

Adiv Baruch (3) Director		63,336	⁽³⁾		0.80	%

Lexi Terrero (4) Director		111,428	⁽⁴⁾		1.40	%

Haim Yeffet (5) Director		111,428	⁽⁵⁾		1.40	%

Ofek Suchard Interim Chief Financial Officer		0			0.00	%

All Directors and Officers as a Group (6) persons)		675,878			21.01	%

Beneficial Owners of More than 5%

Peter W. Janssen		714,286			7.35	%

Yochanon Bruk (6)		750,781	⁽⁶⁾		7.73	%

AM Law in trust for Core Development Holdings Corp ) (7)		295,282	⁽⁷⁾		3.04	%

(1)

Consists of (i) 824,795 shares, (ii) options to purchase 15,385 shares, exercisable until November 2, 2031 at an exercise price of $36.40 per share, (iii) options to purchase 15,385 shares, exercisable until December 29, 2032 at an exercise price of $4.16 per share, and (iv) options to purchase 131,866 shares, exercisable until February 23, 2034 at an exercise price of $0.32 per share.

(2)

Mr. De Prado resigned on September 18, 2025. Consists of 344,317 shares.

(3)

Consists of (i) 4,872 shares, (ii) options to purchase 7,693 shares, exercisable until November 2, 2031 at an exercise price of $36.40 per share, (iii) options to purchase 10,770 shares, exercisable until December 29, 2032 at an exercise price of $4.16 per share, and (iv) options to purchase 40,000 shares, exercisable until February 23, 2034 at an exercise price of $0.32 per share.

(4)	Consists of (i) 71,428 CUEN common shares, (ii) options to purchase 40,000 shares, exercisable until February 23, 2034 at an exercise price of $0.32 per share.

(5)	Consists of (i) 71,428 CUEN common shares, (ii) options to purchase 40,000 shares, exercisable until February 23, 2034 at an exercise price of $0.32 per share.

(6)	Consists of (i) 200,000 shares issued January 8, 2026, (ii) 207,924 shares that were transferred from Dinar Zuz LLC on December 3, 2025 (iii) 142,857 shares issued November 19, 2025. Of this total, 342,857 shares are restricted.

(7)	295,282 Shares to be returned to Cuentas Treasury as transaction was rescinded.

Changes in Control

There are no arrangements, known to the Company, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Except as set forth below, since January 1, 2025, there have been no material transactions, or series of similar transactions, or any currently proposed transactions, or series of similar transactions, to which we were or are to be a party, in which the amount involved exceeds $120,000, and in which any director or executive officer, or any security holder who is known by us to own of record or beneficially more than 5% of any class of our common stock, or any member of the immediate family of any of the foregoing persons, has an interest (other than compensation to our officers and directors in the ordinary course of business).

On September 18, 2025, while serving as an executive officer, the Company entered into a Confidential Separation Agreement with Michael De Prado, paid $110,000 in cash, issued two secured promissory notes in the principal amounts of $473,000 and $200,000, respectively, and granted a 16-month license to use Fintech (non-MVNO) assets, with such assets held in escrow by AM Law. Each note is secured by a first-priority security interest in the Company’s Fintech assets pursuant to separate security agreements. The agreements were consummated on October 21, 2025 upon escrow release. The $473,000 note is voluntarily convertible at $0.42 per share and provides piggyback registration rights.

On October 17, 2025, the Company issued an unsecured convertible promissory note to Mr. Maimon in the principal amount of $586,087.62, which is voluntarily convertible at $0.42 per share and provides piggyback registration rights. The note is voluntarily convertible at $0.42 per share and includes piggyback registration rights. Mr. Maimon converted 50% of this note ($293,043.81) into 697,723 shares on October 17, 2025.

Since January 1, 2025, we made wholesale telecommunication revenues of $0 pursuant to a Bilateral Wholesale Carrier Agreement with Next Communications Inc., a company controlled by Arik Maimon our Chairman of the Board and our CEO. We realized a gross profit of approximately $0 after payment of expenses related to this transaction. We believe that the terms of this transaction were as favorable to us as could have been obtained from an unaffiliated third party.

Related Person Transaction Approval Policy

While we have no written policy regarding approval of transactions between us and a related person, our Board, as matter of appropriate corporate governance, reviews and approves all such transactions, to the extent required by applicable rules and regulations. Generally, management would present to the Board for approval at the next regularly scheduled Board meeting any related person transactions proposed to be entered into by us. The Board may approve the transaction if it is deemed to be in the best interests of our shareholders and the Company.

All future transactions between us and our officers, directors or five percent shareholders, and respective affiliates will be on terms no less favorable than could be obtained from unaffiliated third parties and will be approved by a majority of our independent directors who do not have an interest in the transactions and who had access, at our expense, to our legal counsel or independent legal counsel.

On October 17, 2025, the Company issued unsecured convertible promissory notes to (i) Shalom Arik Maimon (CEO) for $586,087.62 and (ii) AM Law for $308,000, each bearing interest at 2% per annum, convertible at $0.42 per share, and including piggyback registration rights. After issuance, each holder elected to convert 50% of principal at $0.42 per share (Mr. Maimon: $293,043.81 into 697,723 shares; AM Law: $154,000 into 366,666 shares). The Company also issued a $112,900.11 unsecured convertible note to Matthew Schulman on October 17, 2025 on the same terms.”

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Independent Public Accounting Firm

Yarel + Partners, located in Tel Aviv, Israel, has served as the Company’s independent public accounting firm since 2023.

Audit and Accounting Fees

The following table sets forth the fees billed to our Company for professional services rendered by Yarel + Partners our independent registered public accounting firm, for fiscal years ended December 31, 2025 and 2024.

Services	2025		2024
Audit fees	$	50,000	$	50,000
Audit related fees		45,000		45,000
Tax fees		-		-
All other fees		-		-
Total fees	$	95,000	$	95,000

Our audit committee reviewed or ratified the engagement of the Company’s principal accountant and the fees disclosed above.

Board of Directors’ Pre-Approval Policies

Our Board of Directors’ policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit related services, tax services, and other services. Pre-approval is generally provided for up to one year, and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the board of directors regarding the extent of services provided by the independent auditors in accordance with this pre-approval and the fees for the services performed to date. The Board of Directors may also pre-approve particular services on a case-by-case basis.

Our Board of Directors reviewed our audited financial statements contained in our Annual Report on Form 10-K for the 2024 fiscal year. The Board of Directors also has been advised of the matters required to be discussed pursuant to PCAOB Rule 3526 (Communication with Audit Committees Concerning Independence), which includes, among other items, matters related to the conduct of the audit of our financial statements.

Our Board of Directors considered whether the provision of services other than audit services is compatible with maintaining auditor independence. Based on the review and discussions referred to above, the Board of Directors has determined that the audited financial statements be included in our Annual Report on Form 10-K for our 2025 fiscal year for filing with the SEC.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) Consolidated Financial Statements

CUENTAS, INC.

CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2025

CUENTAS, INC.

CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2025

TABLE OF CONTENTS

		Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Firm Name: YAREL + PARTNERS / PCAOB ID No. 1024/ Location: Tel Aviv, Israel)		F-2

CONSOLIDATED FINANCIAL STATEMENTS:
Consolidated Balance Sheets as of December 31, 2025 and 2024		F-4
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2025 and 2024		F-5
Statements of Changes in Shareholders’ Deficit for the years ended December 31, 2025 and 2024		F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024		F-7
Notes to Consolidated Financial Statements		F-9 – F-31

_____________________

________________________________

_____________________

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF CUENTAS, INC.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Cuentas, Inc. (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of loss, comprehensive loss, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred recurring losses from operations, has an accumulated deficit, has not generated any revenues from operations during the year ended December 31, 2025, and has limited liquidity resources. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Our opinion is not modified with respect to this matter.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

F-2

Assessment of Operating Segments in the Absence of Revenue-Generating Activities

Description of the Matter

As described in Note 1 to the consolidated financial statements, the Company did not generate revenues during the year ended December 31, 2025 and has limited current operational activity. Notwithstanding the absence of revenue-generating activities, management continues to present multiple operating segments.

Auditing the Company’s determination of its operating segments was challenging and involved significant judgment due to the limited level of observable operating activity and the absence of revenue streams. In addition, the assessment relied, in part, on management’s evaluation of planned activities and contractual arrangements entered into during and subsequent to the reporting period.

How We Addressed the Matter in Our Audit

Our audit procedures related to this matter included, among others:

Obtaining an understanding of management’s process for identifying operating segments in accordance with ASC 280.

Inquiring of management regarding the nature of current and planned activities.

Evaluating available supporting evidence, including review of selected contractual arrangements entered into during and subsequent to the reporting period.

Assessing whether the disclosures appropriately reflect the limited level of current operations and the associated uncertainties.

/s/ Yarel + Partners

Certified Public Accountants (Isr.)

Tel-Aviv, Israel

April 22, 2026

We have served as the Company’s auditor since 2023

F-3

CUENTAS, INC.

CONSOLIDATED BALANCE SHEETS

(USD in thousands except share and per share data)

	December 31,			December 31,
	2025			2024
Assets
Current Assets
Cash and cash equivalents		57			15
Accounts receivables – related parties		271			271
Other receivables – related parties		513
Other current assets		-			25
Investment in unconsolidated entities held for sale (Note 3b)		-			800
Total Current Assets		841			1,111

Investment in unconsolidated entity (Note 1 & 3) 271 271		121			-

Total assets		962			1,111

Liabilities and Stockholders’ Deficit
Current Liabilities
Trade payable		1,545			2,122
Other accounts liabilities		1,246			1,107
Liability to an unconsolidated entity (Note 1)		175			-
Warrants liability, net		127			90
Notes and Loans payable		1,817			962
Total Current Liabilities		4,910			4,281

Total Liabilities		4,910			4,281

Stockholders’ Deficit
Common stock, 0.001 par value each: 50,000,000 shares authorized as of December 31, 2025 and 2024; issued and outstanding 4,377,388 and 2,719,668 shares as of December 31, 2025 and 2024, respectively		4			3
Additional paid-in capital		55,836			55,115
Treasury Stock		(33	)		(33	)
Receipts on account of shares		71			-
Accumulated deficit		(59,826	)		(58,255	)
Total Stockholders’ Deficit		(3,948	)		(3,170	)
Total Liabilities and Stockholders’ Deficit		962			1,111

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

F-4

CUENTAS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(USD in thousands except share and per share data)

	Year ended
	December 31,
	2025			2024

Revenues from related parties		-			81
Other revenues		-			595
Total revenues		-			676
Cost of revenues from related parties		-			(565	)
Other cost of revenues		-			(186	)
Total cost of revenues		-			(751	)
Gross loss		-			(75	)

Operating expenses
Amortization of intangible assets, net		-			(2	)
Loss on impairment of intangible assets		-			(17	)
Selling, general and administrative expenses		(1,894	)		(1,899	)
Total operating expenses		(1,894	)		(

SEC Form 10-K filed by Cuentas Inc.