Current Report Filing (8-k)
03 Junio 2022 - 12:41PM
Edgar (US Regulatory)
0001424657
false
0001424657
2022-05-27
2022-05-27
0001424657
CUEN:CommonStockParValue0.001PerShareMember
2022-05-27
2022-05-27
0001424657
CUEN:WarrantsEachExercisableForOneShareOfCommonStockMember
2022-05-27
2022-05-27
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of
earliest event reported): June 3, 2022 (May
27, 2022)
Cuentas Inc.
(Exact name of registrant as specified in its charter)
| Florida |
|
001-39973 |
|
20-3537265 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission file number) |
|
(IRS Employer
Identification No.) |
235 Lincoln Rd., Suite 210, Miami Beach, Florida
33139
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code: (800) 611-3622
N/A
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ☐ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
| Common Stock, par value $0.001 per share |
|
CUEN |
|
The Nasdaq Stock Market LLC |
| Warrants, each exercisable for one share of Common Stock |
|
CUENW |
|
The Nasdaq Stock Market LLC |
| |
Item 1.01 |
Entry into a Material Definitive Agreement. |
On May 27, 2022, Cuentas,
Inc. (“Cuentas” or the “Company”) entered into a Membership Interest Purchase Agreement (the “MIPA”)
with SDI Black 011, LLC (“SDI Black”), the holders of all the membership interests of SDI Black and Cuentas SDI, LLC, a Florida
limited liability (“Cuentas SDI”), for the acquisition of 19.99% of the membership interests of Cuentas SDI in exchange for
$750,000. Cuentas also has the right to close on the potential acquisition of the remaining 80.01% of the membership interests of Cuentas
SDI within 60 days (with a potential 30 day extension, the “Potential Acquisition Period”) in exchange for a purchase price
of an additional $2.459,000. SDI Black previously transferred all of its assets including the platform, portals, domain names, and related
software necessary to conduct its business to Cuentas SDI.
The MIPA further provides that during the Potential
Acquisition Period, the Company will invoice and Cuentas SDI will pay invoices on a seven-net-ten day basis and during this same period,
Cuentas SDI will allow the Company to realize 40% of the Cuentas SDI gross revenues and reflect 40% of the gross revenues on its books
and records.
The MIPA contains a number of representations and warranties
by each of the parties thereto which we believe are customary for transactions similar to the transactions contemplated by the MIPA.
Item 9.01 Exhibits
| 104 |
|
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
CUENTAS INC. |
| |
|
|
| Dated: June 3, 2022 |
By: |
/s/ Jeffery D. Johnson |
| |
|
Jeffery D. Johnson |
| |
|
Chief Executive Officer |
2
Cuentas (CE) (USOTC:CUEN)
Gráfica de Acción Histórica
De Nov 2024 a Dic 2024
Cuentas (CE) (USOTC:CUEN)
Gráfica de Acción Histórica
De Dic 2023 a Dic 2024
