UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
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PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CUENTAS, INC.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)
AS OF SEPTEMBER 30, 2025
IN U.S. DOLLARS
TABLE OF CONTENTS
| Page | |
| CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED): | |
| Unaudited Condensed Consolidated Interim Balance Sheets | 1 |
| Unaudited Condensed Consolidated Interim Statements of Comprehensive Loss | 2 |
| Unaudited Condensed Consolidated Interim Statements of Stockholders’ Deficit | 3 |
| Unaudited Condensed Consolidated Interim Statements of Cash Flows | 4 |
| Notes to Condensed Consolidated Interim Financial Statements | 5 - 12 |
i
CUENTAS, INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS
(USD in thousands except share and per share data)
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | |||||||
| Accounts Receivables – related parties | ||||||||
| Investment in unconsolidated entities held for sale | ||||||||
| Other current assets | ||||||||
| Total Current Assets | ||||||||
| Total assets | $ | |||||||
| Liabilities and Stockholders’ Deficit | ||||||||
| Current Liabilities | ||||||||
| Trade payable | ||||||||
| Other accounts liabilities | ||||||||
| Warrants liability, net | ||||||||
| Notes and Loan payable | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Deficit | ||||||||
| Common stock, | ||||||||
| Additional paid-in capital | ||||||||
| Treasury Stock | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | |||||||
The accompanying notes are an integral part of the condensed consolidated interim financial statements.
1
CUENTAS, INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS
(USD in thousands except share and per share data)
| Nine months ended | Three months ended | |||||||||||||||
| September 30 | September 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues from related party | $ | $ | $ | $ | ||||||||||||
| Revenues from other | ||||||||||||||||
| Total revenues | ||||||||||||||||
| Cost of revenues from related party | ( | ) | ||||||||||||||
| Other cost of revenues | ( | ) | ( | ) | ||||||||||||
| Total cost of revenues | ( | ) | ( | ) | ||||||||||||
| Gross loss | ( | ) | ( | ) | ||||||||||||
| Operating expenses | ||||||||||||||||
| Amortization of Intangible assets | ( | ) | ||||||||||||||
| Loss on impairment of intangible asset | ( | ) | ||||||||||||||
| Selling, General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total Operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other expenses | ||||||||||||||||
| Other income (loss), net | ( | ) | ||||||||||||||
| Interest (expenses) income, net | ( | ) | ( | ) | ( | ) | ||||||||||
| Income (loss) upon extinguishment of debt and default costs to pay principal and interest, net | ( | ) | ( | ) | ||||||||||||
| Gain from Change in fair value of derivative warrants liability, net | ||||||||||||||||
| Loss on impairment of held for sale investment in unconsolidated entities | ( | ) | ||||||||||||||
| Loss on sale of investment in unconsolidated entity | ( | ) | ||||||||||||||
| - | - | - | - | |||||||||||||
| Total other expenses | ( | ) | ( | ) | ||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Loss per share (basic and diluted) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Basic and diluted weighted average number of shares of common stock outstanding | ||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated interim financial statements.
2
CUENTAS, INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(USD in thousands, except share and per share data)
| Number of Shares (**) | Amount | Additional paid-in capital | Treasury stock | Accumulated deficit | Total stockholders’ deficit | |||||||||||||||||||
| BALANCE AT DECEMBER 31, 2024 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Share based Compensation | - | |||||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||
| BALANCE AT SEPTEMBER 30, 2025 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Number of Shares (**) | Amount | Additional paid-in capital | Treasury stock | Accumulated deficit | Total stockholders’ deficit | |||||||||||||||||||
| BALANCE AT JUNE 30, 2025 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Share based Compensation | - | |||||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||
| BALANCE AT SEPTEMBER 30, 2025 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Number of Shares (**) | Amount | Additional paid-in capital | Treasury stock | Accumulated deficit | Total stockholders’ deficit | |||||||||||||||||||
| BALANCE AT DECEMBER 31, 2023 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Share based Compensation | - | |||||||||||||||||||||||
| Net loss for the period | - | - | ( | ) | ( | ) | ||||||||||||||||||
| BALANCE AT SEPTEMBER 30, 2024 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Number of Shares (**) | Amount | Additional paid-in capital | Treasury stock | Accumulated deficit | Total stockholders’ deficit | |||||||||||||||||||
| BALANCE AT JUNE 30, 2024 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Share based Compensation | - | |||||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||
| BALANCE AT SEPTEMBER 30, 2024 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
3
CUENTAS, INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
(USD in thousands)
| Nine months ended | ||||||||
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments required to reconcile net loss to net cash used in operating activities: | ||||||||
| Stock based compensation and shares issued for services | ||||||||
| Amortization of discounts and accrued interest on loans | ||||||||
| (Income) loss upon extinguishment of debt and default costs to pay principal and interest, net | ( | ) | ||||||
| Loss on impairment of an investment in an unconsolidated entity | ||||||||
| Loss on sale of an unconsolidated entities | ||||||||
| Loss on impairment of intangible asset | ||||||||
| Gain from change in fair value of derivative warrants liability | ( | ) | ||||||
| Depreciation expense | ||||||||
| Amortization of intangible assets | ||||||||
| Changes in Operating Assets and Liabilities: | ||||||||
| Increase in accounts receivable – other | ( | ) | ||||||
| Decrease in other current assets | ||||||||
| Changes in related parties, net | ||||||||
| (Decrease) increase in accounts payable | ( | ) | ||||||
| Increase (decrease) in other accounts liabilities | ( | ) | ||||||
| Decrease in deferred revenue | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Proceeds from sale of investments in unconsolidated entities | ||||||||
| Net cash provided by (used in) investing activities | ||||||||
| CASH FLOWS FROM FINANCE ACTIVITIES: | ||||||||
| Short term loans received | ||||||||
| Short term loans repaid | ( | ) | ( | ) | ||||
| Net cash provided by finance activities | ||||||||
| DECREASE IN CASH AND CASH EQUIVALENTS | ( | ) | ( | ) | ||||
| CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | ||||||||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | $ | ||||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTMENT AND FINANCING ACTIVITIES: | ||||||||
| Sale of investment in an unconsolidated entity | ||||||||
| Cash paid during the period for interest | ||||||||
| Cash paid during the period for taxes | ||||||||
The accompanying notes are an integral part of the condensed consolidated interim financial statements
4
CUENTAS, INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
(USD in thousands, except share and per share data)
NOTE 1 – GENERAL
Cuentas, Inc. (the
“Company”) was incorporated under the laws of the State of Florida on
On September 3, 2024, the Company signed a Non Binding Letter of Intent (LOI) with World Mobile Group Ltd (“World Mobile”), a UK limited company to leverage the World Mobile sharing economy to expand network coverage and provide affordable connectivity, while also offering Cuentas’ digital products to customers.
Cuentas and World Mobile will collaborate to integrate Cuentas’ fintech, banking, payments, remittance, and other financial services into the World Mobile app and ecosystem. This integration aims to enhance the user experience and expand the range of available services.
World Mobile transferred $
On April 21, 2025, the Company and World
Mobile entered into a Contribution Agreement to form World Mobile LLC, a Delaware limited liability company (the “JV Company”),
as a joint venture to operate a mobile virtual network operator (“MVNO”) business. The Company will hold a
On April 23, 2025 and May 15, 2025, Cuentas executed related letter agreements confirming the assignment of its Reseller Master Services Agreement with UVNV, Inc. (d/b/a PLUM) to the JV Company and granting the Company management of certain Cuentas Mobile brands on the JV Company platform, with respective profit/loss sharing as noted above.
The Company is focusing its business mainly on developing internal and vertical markets for Cuentas Mobile, the Company’s Cellular Telecommunications solution.
5
CUENTAS, INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
(USD in thousands, except share and per share data)
NOTE 1 – GENERAL (continued)
GOING CONCERN
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As of June 30, 2025, the Company had $
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements are prepared in accordance with GAAP. The unaudited condensed consolidated financial statements of the Company include the Company and its wholly-owned and majority-owned subsidiaries. All inter-company balances and transactions have been eliminated.
Use of Estimates
The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates.
Fair Value Measurement
Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels, and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
Level 1: Unadjusted quoted prices in active markets for identical assets and liabilities.
Level 2: Observable inputs other than those included in Level 1. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.
Level 3: Significant unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.
Recently Adopted Accounting Standards
During the nine months ended September 30, 2025, the Company was not required to adopt any recently issued accounting standards.
6
CUENTAS, INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
(USD in thousands, except share and per share data)
NOTE 3 – EVENTS DURING THE PERIOD AND AFTER
OLB Group, Inc. settlement agreement.
Further to Note 3c in the Consolidated
Financial Statements as of December 31, 2024, on May 23, 2025 the Company and OLB signed a settlement agreement according to which to
cover all outstanding balance, OLB will pay the Company upon singing the agreement $
1800 Diagonal Lending, LLC
Further to Note 5a in the Consolidated
Financial Statements as of December 31, 2024, on May 14, 2025, the Company entered into a Settlement Agreement and Mutual Release (the
“1800 Agreement”) with 1800 Diagonal Lending, LLC for the obligations under the February Promissory Note and the April Promissory
Note. According to the 1800 Agreement the Company will pay $
On May 27, 2025, full payment of $
Disposal of Ownership Interest in Brooksville Development Partners
Further to Note 3b in the Consolidated
Financial Statements as of December 31, 2024, on May 22, 2025, the Company signed a Membership Interest Purchase Agreement (MIPA) with
Brooksville FL Partners, LLC (“Buyer”) the holder of the minority stake in Brooksville, for the sale of its full interests
in Brooksville for total consideration of $
On May 27, 2025, the MIPA closing took
place and the Escrow agent received $
EAdvance Services LLC.
Further to Note 5b in the Consolidated
Financial Statements as of December 31, 2024, on May 22, 2025, the Company settled outstanding obligations with EAdvance Services LLC
for $
Settlement of Legal and Other Contingencies
Crosshair Media
Placement, LLC: On May 13, 2025, Cuentas’ President and CEO provided a Joint Personal Guaranty to Crosshair Media Placement, LLC
for the full payment of amounts owed by Cuentas pursuant to a judgment totaling $
7
CUENTAS, INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
(USD in thousands, except share and per share data)
NOTE 3 – EVENTS DURING THE PERIOD AND AFTER (continued)
On February
8, 2023, a former employee of the Company, filed a complaint for breach of employment agreement alleging the Company failed to pay her
certain compensation she alleges she was entitled to upon her resignation. On May 22, 2025, the Company entered into a settlement agreement
to resolve a previously adjudicated legal matter with a full and final payment of $
Convertible notes
On September 22, 2025 and October 1,
2025, Cuentas, Inc. (the “Company”) entered into two Convertible Note Purchase Agreements with World Mobile Group Ltd. (the
“Investor”) for aggregate principal of $
On September
18, 2025, the Company and Mr. De Prado executed a Confidential Separation Agreement and related financing documents. In connection with
his departure, the Company agreed to pay $
On October
17, 2025, the Company issued three additional unsecured convertible promissory notes: (i) a note to Shalom Arik Maimon (CEO) in the principal
amount of $
Fintech license.
Also on September 18, 2025, the Company entered into a 16-month license with Mr. De Prado granting use and access to the Fintech assets (as detailed in Schedule A) with those assets to be held in escrow by AM Law until the Note Two option is exercised. MVNO assets are expressly excluded. The various agreements with Mr. Michael De Prado were signed on September 18, 2025 but were not fully consummated until October 21, 2025 upon the release of the deliverables from escrow by the escrow agent.
8
CUENTAS, INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
(USD in thousands, except share and per share data)
NOTE 3 – EVENTS DURING THE PERIOD AND AFTER (continued)
Engagement Letter with Maxim Group LLC
On October 13, 2025, the Company entered
into an engagement letter with Maxim Group LLC (“Maxim”), a registered broker-dealer and investment bank, pursuant to which
Maxim was engaged to act as the exclusive managing underwriter and sole book-running manager for a proposed follow-on public offering
(the “Offering”) of the Company’s common stock, par value $
Under the terms of the engagement letter, the Offering is expected to be conducted on a firm commitment basis and may include an overallotment
option for up to
The Company agreed to pay Maxim an advance of $
The engagement letter also grants Maxim a right of first refusal for 18 months following the closing of the Offering to act as the Company’s exclusive underwriter, placement agent, or financial advisor in any future public or private equity, equity-linked, or debt offering (excluding bank debt).
The engagement letter includes standard indemnification and contribution provisions in favor of Maxim and its affiliates, customary lock-up requirements for company officers, directors, and major shareholders for a period of six months post-offering, and requires that the Company maintain NASDAQ or NYSE listing, audited PCAOB financial statements, and key man insurance.
This engagement letter was approved and signed by the Company’s Chief Executive Officer on October 13, 2025 and remains effective through August 31, 2026, unless earlier terminated under the conditions specified therein.
Hallo 015 Agreement
On November 1, 2025, the Company, through
its subsidiary World Mobile LLC, entered into a Distribution Agreement with International Communications 015 Ltd (dba “Hallo 015”),
an Israeli telecommunications distributor. Under the agreement, Hallo 015 was granted a non-exclusive worldwide right to distribute the
Company’s eSIM products through its authorized network of retailers and online channels. The initial term of the agreement is three
years with automatic one-year renewals unless terminated earlier in accordance with its terms. The arrangement provides for an initial
purchase of
9
CUENTAS, INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
(USD in thousands, except share and per share data)
NOTE 3 – EVENTS DURING THE PERIOD AND AFTER (continued)
Directors and Executive Officers
The names of our director and executive officers and their ages, positions, and biographies are set forth below. Our executive officers are appointed by, and serve at the discretion of, our board of directors.
On October 21, 2025, Michael De Prado resigned as President, Executive Vice Chairman and Chief Financial Officer. In connection with his separation, the Company paid $110in cash and issued two secured promissory notes. Mr. De Prado’s resignation did not involve any disagreement with the Company on any matter relating to operations, policies or practices. The Board has initiated a process to identify qualified Chief Financial Officer candidates.
Changes in Internal Control over Financial Reporting
On June 30, 2025 our former Chief Financial Officer Mr. Zakai resigned from his position as Company’s CFO. On July 1, 2025, our Board of directors approved the nomination of Mr. Michael De Prado as Company’s Interim CFO. On July 1, 2025, our Board of directors approved the nomination of Mr. Michael De Prado as Company’s Interim CFO. On October 21, 2025, Michael De Prado resigned his position as Chief Financial Officer as part of his full separation agreement. On November 6, 2025, our Board of directors approved the nomination of Mr. Ofek Suchard as Company’s Interim CFO.
NOTE 4 – STOCK OPTIONS
The following table presents the Company’s stock option activity for employees and directors of the Company for the three months ended September 30, 2025:
| Number of Options | Weighted Average Exercise Price | |||||||
| Outstanding at December 31, 2024 | $ | |||||||
| Granted | ||||||||
| Exercised | ||||||||
| Forfeited or expired | ||||||||
| Outstanding at Septemer 30, 2025 | $ | |||||||
| Number of options exercisable at September 30, 2025 | $ | |||||||
The aggregate intrinsic value of the
awards outstanding as of September 30, 2025 is
Costs incurred in respect of stock-options
compensation for employees and directors, for the nine months ended September 30, 2025 and 2024 were $
10
CUENTAS, INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
(USD in thousands, except share and per share data)
NOTE 4 – STOCK OPTIONS (continued)
The stock options outstanding as of September 30, 2025 and December 31, 2024, have been separated into exercise prices, as follows:
| Exercise price | Stock options outstanding | Weighted average remaining contractual life – years | Stock options exercisable | |||||||||
NOTE 5 – RELATED PARTIES
| A. | Transactions and balances with related parties |
| Nine months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Sales: | ||||||||
| Sales to SDI Cuentas LLC (formerly related party see Note 3.C) | $ | $ | ||||||
| Total sales to related parties | $ | $ | ||||||
| Cost of sales: | ||||||||
| Cost of sales from Next Communications INC (a company controlled by Arik Maimon, Company’s Chairman of the Board and CEO) (a) | $ | $ | ||||||
| Total sales to related parties | $ | $ | ||||||
| B. | Balances with related parties and officers: |
| As of September 30, | As of December 31, | |||||||
| 2025 | 2024 | |||||||
| Next Communications INC (a company controlled by Arik Maimon Company’s Chairman of the Board and CEO) | ||||||||
| Current assets – Accounts receivables | ||||||||
| Total Due from related parties | ||||||||
| (a) |
11
CUENTAS, INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
(USD in thousands, except share and per share data)
NOTE 6 – SEGMENTS OF OPERATIONS
The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable operating segments. The Company manages its business primarily on a product basis. The accounting policies of the various segments are the same as those described in Note 2, “Summary of Significant Accounting Policies.” The Company evaluates the performance of its reportable operating segments based on net sales and gross profit.
| A. | Revenue by product: |
Nine months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Telecommunications | $ | $ | ||||||
| Wholesale telecommunication services | ||||||||
| Digital products and General Purpose Reloadable Cards | ||||||||
| Total revenues | $ | $ | ||||||
| B. | Gross profit (loss) by product: |
| Nine months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Telecommunications | $ | $ | ||||||
| Wholesale telecommunication services | ||||||||
| Digital products and General Purpose Reloadable Cards | ( | ) | ||||||
| Total Gross Loss | $ | $ | ( | ) | ||||
| C. | Long lived assets by product: |
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Telecommunications | $ | $ | ||||||
| Wholesale telecommunication services | ||||||||
| Digital products and General Purpose Reloadable Cards | ||||||||
| $ | $ | |||||||
12
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes included elsewhere in this Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2024. Some of the information contained in this discussion and analysis, particularly with respect to our plans and strategy for our business and related financing, includes forward-looking statements within the meanings of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, including statements regarding expectations, beliefs, intentions or strategies for the future. When used in this report, the terms “anticipate,” “believe,” “estimate,” “expect,” “can,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” and words or phrases of similar import, as they relate to our company or our management, are intended to identify forward-looking statements. We intend that all forward-looking statements be subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are only predictions and reflect our views as of the date they are made with respect to future events and financial performance, and we undertake no obligation to update or revise, nor do we have a policy of updating or revising, any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as may be required under applicable law. Forward-looking statements are subject to many risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements as a result of several factors including those set forth under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 and in subsequent reports filed pursuant to Section 13(a) of the Exchange Act.
The Company notes that in addition to the description of historical facts contained herein, this report contains certain forward-looking statements that involve risks and uncertainties as detailed herein and from time to time in the Company’s other filings with the Securities and Exchange Commission and elsewhere. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those, described in the forward-looking statements. These factors include, among others: (a) the Company’s fluctuations in sales and operating results; (b) regulatory, competitive and contractual risks; (c) development risks; (d) the ability to achieve strategic initiatives, including but not limited to the ability to achieve sales growth across the business segments through a combination of enhanced sales force, new products, and customer service; and (e) pending litigation.
OVERVIEW AND OUTLOOK
The Company was incorporated under the laws of the State of Florida on September 21, 2005 to act as an operational company and as a holding company for its subsidiaries. Its wholly-owned subsidiary is Meimoun and Mammon, LLC (100% owned) (“M&M”) which provides wholesale and retail telecommunications services. The Company also own 50% of CUENTASMAX LLC, which installs WiFi6 shared network (“WSN”) systems in locations in the New York metropolitan tristate area using access points and small cells to provide users with access to the WSN.The Company is focusing its business mainly on developing internal and vertical markets for Cuentas Mobile, the Company’s Cellular Telecommunications solution.
Since the first quarter of 2023, Cuentas made equity investments in real estate projects in Florida under the name Cuentas Casa. Cuentas Casa partners with leading edge developers and construction technology companies to create sustainable, inclusive and affordable residential communities specifically designed to provide high quality housing alternatives at extremely competitive pricing. Our goal 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 approx. $1.132M with 4 major creditors for final actual cost of $666,356
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On September 18, 2025, the Company and Michael De Prado executed a Confidential Separation Agreement and related financing documents. The Company agreed to pay $110,000 in cash and issued two secured promissory notes: (i) a $473,000 note bearing interest at 2.0% per annum, maturing upon the earlier of a qualified financing of at least $2,000,000 or one year from issuance (18% default interest), with the holder’s right to convert up to 50% into common stock at $0.42 per share; and (ii) a $200,000 note maturing one year from issuance, with the holder’s option at maturity to require either full cash payment or transfer, via certificate of sale, of all non-telecom/MVNO assets comprising the Company’s Fintech division (no cash interest unless in default; 8% default interest). Each note is secured by a first-priority security interest in the Company’s Fintech (non-MVNO) assets under separate security agreements. These agreements were fully consummated on October 21, 2025 upon release of escrowed deliverables by the escrow agent.
Also on September 18, 2025, the Company entered into a 16-month license with Mr. De Prado granting use and access to the Fintech assets (as detailed in Schedule A); MVNO assets are excluded. The Fintech assets are held in escrow by AM Law pending the holder’s exercise of the Note Two option.
On October 17, 2025, the Company issued three additional unsecured convertible promissory notes: (i) to Shalom Arik Maimon (CEO) for $586,087.62; (ii) to Schulman for $112,900.11; and (iii) to AM Law for $308,000. Each bears interest at 2% per annum (default interest as provided in the notes), is convertible at the holder’s option at $0.42 per share, and includes piggyback registration rights. After issuance, Mr. Maimon instructed conversion of 50% of his note ($293,043.81) into 697,723 shares, and AM Law instructed conversion of 50% of its note ($154,000) into 366,666 shares, in each case at $0.42 per share.
World Mobile LLC
World Mobile LLC is the Company’s majority-owned joint venture with World Mobile Group formed to operate the Company’s MVNO business. Through the JV, the Company now holds a 51% membership interest and consolidates the entity for financial reporting purposes. The JV Company’s operating platform includes a range of infrastructure assets, such as licensed U.S. spectrum holdings, nationwide roaming agreements, a distributed AirNode network, and core network infrastructure that supports mobile connectivity across U.S. markets. World Mobile LLC operates in active commercial environments with real usag, an established market presence, and adherence to applicable regulatory requirements. Its infrastructure model is designed to scale as additional markets are launched, customer usage increases, and new network assets are deployed.
The Latino Market
The name “Cuentas” is a Spanish word that has multiple meanings and was chosen for strategic reasons, to develop a close relationship with the Spanish speaking population. It means “Accounts” as in “bank accounts” and it can also mean “You can count on me” as in “Cuentas conmigo”. Additionally, it can be used to “Pay or settle accounts” (saldar cuentas), “accountability” (rendición de cuentas), “to be accountable” (rendir cuentas) and other significant meanings.
The 2020 U.S. Census showed the Hispanic Latino population at over 62 million and at 18.7% of the total U.S. population. The FDIC defines the “unbanked” “as those adults without an account at a bank or other financial institution and are considered to be outside the mainstream for one reason or another. The Company believes that the Hispanic and Latino demographic generally have had more identification, credit, and former bank account issues than any other U.S. minority group leading to more difficulty in obtaining a traditional bank account.
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RESULTS OF OPERATIONS
Comparison of the nine months ended September 30, 2025 to the nine months ended September 30, 2024
Revenue
Revenue by product for the nine months ended September 30, 2025, and the nine months ended September 30, 2024 are as follows:
| Nine Months Ended | ||||||||
| September 30 | ||||||||
| 2025 | 2024 | |||||||
| Dollars in thousands | ||||||||
| Telecommunications | $ | - | $ | 26 | ||||
| Wholesale telecommunication services | - | 569 | ||||||
| Digital products and General Purpose Reloadable Cards | - | 81 | ||||||
| Total revenue | $ | - | $ | 676 | ||||
Costs of Revenue and Gross profit
Cost of revenues during the nine months ended September 30, 2024 totaled $760,000.
Cost of revenue consists of the purchase of wholesale minutes for resale, related telecom platform costs and purchase of digital products in the amount of $565,000 during the nine months ended September 30, 2024.
Cost of revenue also consists of costs related to the sale of the Company’s Digital products and GPR Card in the amount of $177,000 during the nine months ended September 30, 2024.
Gross loss by product for the nine months ended September 30, 2025, and the nine months ended September 30, 2024 are as follows:
| Nine Months Ended | ||||||||
| September 30 | ||||||||
| 2025 | 2024 | |||||||
| Dollars in thousands | ||||||||
| Telecommunications | $ | - | $ | 8 | ||||
| Wholesale telecommunication services | - | 4 | ||||||
| Digital products and General Purpose Reloadable Cards | - | (96 | ) | |||||
| Total Gross profit (loss) | $ | - | $ | (84 | ) | |||
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Operating Expenses
Operating expenses consist of selling, general and administrative Expenses and amortization of Intangible assets as discussed below and totaled $899,000 during the nine months ended September 30, 2025, compared to $1,561,000 during the nine months ended September 30, 2024 representing a net decrease of $662,000.
Selling, General and Administrative Expenses
The table below summarizes our general and administrative expenses incurred during the periods presented:
| Nine Months Ended | ||||||||
| September 30 | ||||||||
| 2025 | 2024 | |||||||
| Dollars in thousands | ||||||||
| Officers compensation | $ | 584 | $ | 152 | ||||
| Directors fees | 125 | 125 | ||||||
| Share-based compensation | 50 | 194 | ||||||
| Professional services | 76 | 556 | ||||||
| Legal fees | - | 127 | ||||||
| Payments in accordance with the processing service agreement with Incomm | - | 100 | ||||||
| Selling and Marketing | - | 35 | ||||||
| Office expenses and other | 64 | 253 | ||||||
| Total | $ | 899 | $ | 1,542 | ||||
Other Income (Expenses)
Other Income totaled $582,000 during the nine months ended September 30, 2025. Other income are comprised of income upon extinguishment of debt net of default costs to pay principal and interest
Other expenses totaled $1,272,000 during the nine months ended September 30, 2024. Other income (expenses) are mainly comprised of gain of $682,000 from change in fair value of derivative warrants liability issued as part of our February 2023 and August 2023 security offering and from income resulting from our settlement with InComm in the amount of $517,000, offset by Loss on impairment of our investment in Brooksville and Lakewood amounting to a total of $1,916,000.
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Net Loss
We incurred a net loss of $317,000 for the nine-month period ended September 30, 2025, as compared to a net loss of $2,916,000 for the nine-month period ended September 30, 2024 .
Comparison of the three months ended September 30, 2025 to the three months ended September 30, 2024
Revenue
Revenue by product for the three months ended September 30, 2025, and the three months ended September 30, 2024 are as follows:
| Three Months Ended | ||||||||
| September 30 | ||||||||
| 2025 | 2024 | |||||||
| Dollars in thousands | ||||||||
| Telecommunications | $ | - | $ | - | ||||
| Wholesale telecommunication services | - | - | ||||||
| Digital products | - | 4 | ||||||
| Total revenue | $ | - | $ | 4 | ||||
Costs of Revenue and Gross profit
Cost of revenues during the three months ended September 30, 2024 totaled $11,000 .
Gross loss by product for the three months ended September 30, 2025, and the three months ended September 30, 2024 are as follows:
| Three Months Ended | ||||||||
| September 30 | ||||||||
| 2025 | 2024 | |||||||
| Dollars in thousands | ||||||||
| Telecommunications | $ | - | $ | - | ||||
| Wholesale telecommunication services | - | - | ||||||
| Digital products | - | (7 | ) | |||||
| Total Gross profit (loss) | $ | - | $ | (7 | ) | |||
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Operating Expenses
Operating expenses consist of selling, general and administrative Expenses and amortization of Intangible assets as discussed below and totaled $296,000 during the three months ended September 30, 2025, compared to $299,000 during the three months ended September 30, 2024.
Selling, General and Administrative Expenses
The table below summarizes our general and administrative expenses incurred during the periods presented:
| Three Months Ended | ||||||||
| September 30 | ||||||||
| 2025 | 2024 | |||||||
| Dollars in thousands | ||||||||
| Officers compensation and Directors fees | $ | 244 | $ | 41 | ||||
| Share-based compensation | 13 | 32 | ||||||
| Professional services | 22 | 182 | ||||||
| Selling and Marketing | - | 2 | ||||||
| Office expenses and other | 17 | 42 | ||||||
| Total | $ | 296 | $ | 299 | ||||
Other Income ( Expenses )
Other expenses totaled $93,000 during the three months ended September 30, 2024.
Net Loss
We incurred a net loss of $296,000 for the three-month period ended September 30, 2025, as compared to a net loss of $399,000 for the three-month period ended September 30, 2024 due to the decrease in selling and general administrative expenses as described above.
Liquidity and Capital Resources
The Company was able to continue basic operations by working with executive management and a few select employees who were willing to work for the company and accept deferred and accrued compensation. This enabled the Company to continue efforts to manage legal issues, plan for the future, attempt to raise capital, renew operations and bring the company back to compliance.
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures.
As of September 30, 2025, the Company had total current assets of $271,000 including $0 of cash, accounts receivables of $271,000 and total current liabilities of $3,708,000 creating a working capital deficit of $3,437,000.
To date, we have principally financed our operations through the sale of our Common Stock. Nevertheless, management anticipates that our current cash and cash equivalents position and generating revenue from the sales of our digital products, General-Purpose Reloadable Cards and prepaid cellular phone services will provide us limited financial resources for the near future to continue implementing our business strategy of further developing our digital products, General Purpose Reloadable Card, enhance our digital products offering and increase our sales and marketing. Therefore management plans to secure additional financing sources, including but not limited to the sale of our Common Stock in future financings. This is expected to be used to further support our operations as described above and to complete the development of its new portal and financial technology capabilities. There can be no assurance, however, that the company will be successful in raising additional capital or that the company will have net income from operations to fund the business plan of the company for the near future or long term. As of September 30, 2025, the Company had approximately $0 in cash and cash equivalents, approximately $3,437,000 in negative working capital and an accumulated deficit of approximately $58,572,000. These conditions raise substantial doubt about the Company’s ability to continue as a going concern as of September 30, 2025.
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Cash Flows – Operating Activities
The Company’s operating activities for the nine months ended September 30, 2025, resulted in net cash used of $967,000. Net cash used in operating activities consisted of a net loss of $317,000, partially offset by non-cash expenses mainly consisting of share-based compensation of $50,000 and net income upon extinguishment of debt in the amount of $582,000, Changes in operating assets and liabilities utilized cash of $118,000.
The Company’s operating activities for the nine months ended September 30, 2024, resulted in net cash used of $592,000. Net cash used in operating activities consisted of a net loss of $2,916,000, partially offset by non-cash expenses mainly consisting of share-based compensation of $194,000 and loss on impairment of an investment in unconsolidated subsidiary of $1,916,000, Changes in operating assets and liabilities utilized cash of $417,000, resulting mainly from an increase in accounts receivable of $1,628,000 offset by increase in accounts receivable – related parties of $765,000 and decrease if other accounts liabilities of $648,000.
Cash Flows – Investing Activities
The Company’s investment activities for the nine months ended September 30, 2025 resulted in net cash provided by investment activities of $825,000 due to proceeds from sale of investments in unconsolidated entities.
The Company’s investment activities for the nine months ended September 30, 2024 resulted in net cash provided by investment activities of $81,000 due to proceeds from sale of an investment in an unconsolidated entity.
Cash Flows – Financing Activities
The Company’s financing activities for the six months ended June 30, 2025, resulted in net cash received of $127,000, mainly consisting of $300,000 received short term loans and $173,000 repayment of loans.
The Company’s financing activities for the three months ended September 30, 2024, resulted in net cash received of $321,000 mainly consisting of $390,000 received from short term loan received.
On September 22, 2025 and October 1, 2025, Cuentas, Inc. (the “Company”) entered into two Convertible Note Purchase Agreements with World Mobile Group Ltd. (the “Investor”) for aggregate principal of $385 (the “WM Notes”). The first agreement provided for $260,000 of notes (Sept. 22, 2025) and the second provided for $125 of notes (Oct. 1, 2025). The WM Notes are convertible into shares of the Company’s common stock pursuant to their terms. Closings occurred on the agreement dates. As conditions to closing, the Company agreed to deliver an irrevocable transfer-agent instruction letter and to provide a customary reserve of shares for conversions. The September 22 agreement also provides the Investor the right to designate one director to the Company’s board so long as the Investor and its affiliates beneficially own at least 5% of the Company, and it grants certain protective approval rights tied to covenants and event-of-default actions under the notes.
Inflation and Seasonality
In management’s opinion, our results of operations have not been materially affected by inflation or seasonality, and management does not expect that inflation risk or seasonality would cause material impact on our operations in the future.
Off-Balance Sheet Arrangements
As of September 30, 2025, we had no off-balance sheet arrangements of any nature.
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Critical Accounting Policies
The preparation of financial statements in conformity with GAAP in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported in the financial statements, including the notes thereto, and related disclosures of commitments and contingencies, if any. Note 2 to our consolidated audited financial statements filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, describes the significant accounting policies and methods used in the preparation of our financial statements.
Recently Issued Accounting Standards
New pronouncements issued but not effective as of September 30, 2025, are not expected to have a material impact on the Company’s consolidated financial statements.
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a smaller reporting company, we are not required to provide the information required by this item.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Evaluation of Disclosure Controls and Procedures. We maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
The Company’s Chief Financial Officer has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, and as discussed in greater detail below, the Chief Financial Officer has concluded that, as of the end of the period covered by this report, disclosure controls and procedures are not effective:
| ● | to give reasonable assurance that the information required to be disclosed in reports that are file under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and |
| ● | to ensure that information required to be disclosed in the reports that are file or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our CEO and our Treasurer, to allow timely decisions regarding required disclosure. |
Changes in Internal Control over Financial Reporting
On June 30, 2025 our former Chief Financial Officer Mr. Zakai resigned from his position as Company’s CFO. On July 1, 2025, our Board of directors approved the nomination of Mr. Michael De Prado as Company’s Interim CFO. On October 21, 2025, Michael De Prado resigned his position as Chief Financial Officer as part of his full separation agreement. On November 6, 2025, our Board of directors approved the nomination of Mr. Ofek Suchard as Company’s Interim CFO.
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PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.
On May 1, 2019, the Company received a notice of demand for arbitration from Secure IP Telecom, Inc. (“Secure IP), who allegedly had a Reciprocal Carrier Services Agreement (“RCS”) exclusively with Limecom and not with the Company. The arbitration demand originated from another demand for arbitration that Secure IP received from VoIP Capital International (“VoIP”) in March 2019, demanding $1,053 in damages allegedly caused by unpaid receivables that Limecom assigned to VoIP based on the RCS. On or about October 5, 2020, the trial court appointed a receiver over Limecom, Inc. (“Limecom”) in the matter of Spectrum Intelligence Communications Agency, LLC. v. Limecom, Inc., case no. 2018-027150-CA-01 pending in the 11th Circuit for Miami-Dade County, Florida. On June 5, 2020, Secure IP Telecom, Inc. (“Secure IP”) filed a complaint against Limecom, Heritage Ventures Limited (“Heritage”), an unrelated third party and owner of Limecom, and the Company, case no. 20-11972-CA-01. Secure IP alleges that the Company received certain transfers from Limecom during the period that the Company wholly owned Limecom that may be an avoidable under Florida Statute § 725.105. On July 13, 2021, the two cases were consolidated, and are now pending before the same trial court under the former case number. The Company has answered and denied any liability with respect to both complaints. To the extent the Company has exposure for any transfers from Limecom, Heritage has indemnified the Company for any such liability and the Company has a pending cross-claim against Heritage for purposes of enforcing the indemnification obligation. A review of the books and records of the Company reflect aggregate transfers from Limecom to the Company or its affiliates of less than $600,000. The Company’s books and records reflect that the Company fully reimbursed Limecom through direct payment of expenses of Limecom and through issuance of shares by the Company to employees or other vendors on behalf of Limecom for settlement and release of claims the employees or vendors may have asserted against Limecom. The books and records of the Company therefore do not reflect an identifiable avoidable transfer, but this analysis may change as the discovery process continues. At this time, based upon an analysis of the Company’s books and records, the loss contingency is not capable of reasonable estimation under the above circumstances, and the likelihood of an adverse judgment is not probable at this time. An adverse judgment in this matter is reasonably possible and based upon an analysis of litigation costs and likelihood of a settlement . As of September 30, 2025, the company accrued $300,000 due to this matter.
ITEM 1A. RISK FACTORS
Reference is made to the risks and uncertainties disclosed in Item 1A (“Risk Factors”) of our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”). Prospective investors are encouraged to consider the risks described in our 2024 Form 10-K, our Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this Report and other information publicly disclosed or contained in reports and other documents we file with the Securities and Exchange Commission before purchasing our securities.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Except as previously reported in the Company’s reports filed pursuant to Section 13(a) of the Exchange Act, there were no sales of unregistered securities during the period covered by this report.
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ITEM 3. DEFAULTS UPON SENIOR DEBT
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS
| Incorporated by reference | ||||||||||||
| Exhibit Number | Exhibit Description | Filed herewith | Form | Period ending | Exhibit | Filing date | ||||||
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||
| 32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||
| 32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||
| 101.INS | Inline XBRL Instance Document. | X | ||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | X | ||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | X | ||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | X | ||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | X | ||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | X | ||||||||||
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Cuentas, Inc. | ||
| (Registrant) | ||
| Date: November 28, 2025 | By: | /s/ Shalom Arik Maimon |
| Chief Executive Officer | ||
| By: | /s/ Ofek Haim Suchard | |
| Interim Chief Financial Officer |
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