PART I [ITEM 1. BUSINESS](index=5&type=section&id=ITEM%201.%20BUSINESS) Cuentas, Inc. offers FinTech, e-finance, and e-commerce services to underserved communities, focusing on mobile financial and prepaid debit. - Cuentas' core business is **FinTech, e-finance, and e-commerce services**, providing mobile financial services, prepaid debit, and digital content to underserved populations in the USA, focusing on the Latin American market[666](index=666&type=chunk)[448](index=448&type=chunk) - In 2023, the company made two equity investments in Florida real estate projects to provide affordable housing and introduce fintech solutions to Hispanic Latino and immigrant communities[82](index=82&type=chunk)[253](index=253&type=chunk) - Cuentas is transitioning to a **new U.S. issuing bank** for its Prepaid Financial products in 2024[90](index=90&type=chunk)[669](index=669&type=chunk) - The company completed a **1-for-13 reverse stock split** on March 24, 2023, but was delisted from Nasdaq on December 20, 2023, due to non-compliance with shareholders' equity requirements[115](index=115&type=chunk)[145](index=145&type=chunk)[451](index=451&type=chunk)[450](index=450&type=chunk) [ITEM 1A. RISK FACTORS](index=12&type=section&id=ITEM%201A.%20RISK%20FACTORS) Significant risks include going concern doubt from recurring losses, operational challenges, increasing regulatory compliance costs, intense competition, and investment-related risks like stock price volatility. - The 2023 auditors' report expresses **substantial doubt about going concern** due to lack of liquidity, an accumulated deficit of approximately **$55 million**, and negative working capital of approximately **$3 million**[148](index=148&type=chunk)[175](index=175&type=chunk)[309](index=309&type=chunk)[435](index=435&type=chunk) - **Material weaknesses** in disclosure controls and internal control over financial reporting include inadequate segregation of duties, insufficient review, and weak IT controls over revenue[159](index=159&type=chunk)[184](index=184&type=chunk)[316](index=316&type=chunk) - The company operates in a complex regulatory environment, subject to various federal and state laws, with **anticipated increases in compliance costs**[74](index=74&type=chunk)[75](index=75&type=chunk)[97](index=97&type=chunk)[127](index=127&type=chunk)[168](index=168&type=chunk)[169](index=169&type=chunk)[170](index=170&type=chunk)[193](index=193&type=chunk)[217](index=217&type=chunk)[219](index=219&type=chunk)[220](index=220&type=chunk)[221](index=221&type=chunk) - The company faces **intense competition** from larger, well-financed entities in both e-commerce card operations and telecommunications[103](index=103&type=chunk)[104](index=104&type=chunk)[133](index=133&type=chunk)[134](index=134&type=chunk)[198](index=198&type=chunk)[199](index=199&type=chunk)[225](index=225&type=chunk)[226](index=226&type=chunk) - The common stock is subject to **'penny stock' rules** (price less than **$5.00**), potentially reducing trading activity[206](index=206&type=chunk)[234](index=234&type=chunk)[270](index=270&type=chunk)[547](index=547&type=chunk) [ITEM 1B. UNRESOLVED STAFF COMMENTS](index=23&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) No unresolved staff comments were reported. - No unresolved staff comments were reported[238](index=238&type=chunk) [ITEM 1C. CYBERSECURITY](index=27&type=section&id=ITEM%201C.%20CYBERSECURITY) Cuentas manages cybersecurity risks with a comprehensive strategy, including risk assessments and an incident response plan, with no material incidents reported to date. - The company employs a **comprehensive cybersecurity risk management strategy**, including risk assessments, security controls, and an incident response plan[208](index=208&type=chunk)[209](index=209&type=chunk)[237](index=237&type=chunk)[260](index=260&type=chunk)[261](index=261&type=chunk) - No cybersecurity incidents have **materially affected** the company's business, operations, or financial condition to date[210](index=210&type=chunk) [ITEM 2. PROPERTIES](index=27&type=section&id=ITEM%202.%20PROPERTIES) Cuentas leases its principal office in Miami Beach, FL, deeming it adequate for current needs but anticipating future expansion. - The company leases its principal office space in Miami Beach, FL, and believes current facilities are **adequate but may need to expand**[262](index=262&type=chunk) [ITEM 3. LEGAL PROCEEDINGS](index=28&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) Cuentas is involved in legal proceedings, including an arbitration with Secure IP Telecom (accrued **$300,000**), a settled breach of contract for **$630,000**, and a former employee's claim for up to **$30,000**. - The company is a defendant in a lawsuit by Secure IP Telecom, Inc., with a **$300,000 accrual** as of December 31, 2023, for a reasonably possible loss contingency[240](index=240&type=chunk)[597](index=597&type=chunk) - A breach of contract complaint was **settled for $630,000**, with **$145,000 paid** as of December 31, 2023[264](index=264&type=chunk)[599](index=599&type=chunk) - A former employee filed a complaint for breach of employment agreement, with an estimated maximum payment of **$30,000**[241](index=241&type=chunk)[627](index=627&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=24&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company. - This item is not applicable to the company[242](index=242&type=chunk) PART II [ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER](index=29&type=section&id=ITEM%205.%20MARKET%20FOR%20COMMON%20EQUITY%2C%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20SMALL%20BUSINESS%20ISSUER) Cuentas' common stock and warrants were delisted from Nasdaq, now trading on OTC Markets, with no expected dividends and subject to 'penny stock' regulations. - Cuentas' common stock and publicly-traded warrants were **delisted from Nasdaq** on December 20, 2023, and now trade on the Pink Current Information tier of OTC Markets[244](index=244&type=chunk)[172](index=172&type=chunk) - As of March 31, 2024, there were approximately **130 record holders** for common stock and **three for publicly-traded warrants**[245](index=245&type=chunk) - The company does not expect to pay **cash dividends** on its common stock for the foreseeable future, intending to reinvest earnings[246](index=246&type=chunk)[259](index=259&type=chunk) Securities Authorized for Issuance under Equity Compensation Plans (as of December 31, 2023) | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights ($) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) | |:--------------|:------------------------------------------------------------------------------------------|:--------------------------------------------------------------------------------|:--------------------------------------------------------------------------------------------------------------------------------------| | Approved by Security Holders | 84,999 | 36.97 | 678,847 | | Not Approved by Security Holders | - | - | - | | **Total** | **84,999** | **36.97** | **678,847** | - The company's common stock is classified as a **'penny stock'** (market price less than **$5.00**), which may reduce trading activity[270](index=270&type=chunk)[234](index=234&type=chunk)[547](index=547&type=chunk) [ITEM 6. [RESERVED]](index=32&type=section&id=ITEM%206.%20%5BRESERVED%5D) This item is reserved and contains no information. [ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=32&type=section&id=ITEM%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Cuentas' revenue decreased in 2023, but net loss significantly reduced due to derivative warrant gains, though liquidity remains a concern with negative working capital and going concern doubt. - The company's business strategy involves **financial technology, telecommunications, and real estate investments**, aiming to provide affordable solutions to underserved communities[273](index=273&type

25 The success of our equity investments in real estate projects in Florida will depend upon the ability of the real estate developers, contractors, property managers and operators to develop, construct, manage and operate those projects and other factors beyond our control. We own a minority equity interest in certain real estate development projects in Florida. The success of those projects will depends upon ability of the real estate developers, contractors, property managers and operators to develop, co ...

F-12 NOTE 6 – SEGMENTS OF OPERATIONS Revenue by product for the six months ended June 30, 2023, and the six months ended June 30, 2022 are as follows: Gross profit (loss) by product for the six months ended June 30, 2023, and the six months ended June 30, 2022 are as follows: | --- | --- | --- | --- | --- | |-------------------------------------------------------------------|-------|----------------------------------------|---------------------------|----------------| | Telecommunications | $ | June 30, 202 ...

PART I – FINANCIAL INFORMATION [Financial Statements](index=3&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) For the first quarter of 2023, Cuentas, Inc. reported a significant decrease in revenue to $64,000 from $394,000 year-over-year, resulting in a net loss of $1.7 million, but its financial position strengthened due to a successful financing round, increasing total assets to $5.2 million from $1.5 million and turning stockholders' equity positive from a deficit of $0.7 million to $2.9 million [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2023, total assets grew substantially to **$5.19 million** from **$1.50 million** at year-end 2022, primarily fueled by a rise in cash and cash equivalents to **$3.33 million**, while total liabilities remained relatively stable at **$2.31 million**, leading to a significant turnaround in stockholders' equity from a deficit of **$724 thousand** to a positive balance of **$2.88 million** Condensed Consolidated Balance Sheets | Financial Metric | March 31, 2023 (Unaudited) | December 31, 2022 (Audited) | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $3,328 thousand | $466 thousand | | Total current assets | $3,689 thousand | $689 thousand | | Total assets | $5,189 thousand | $1,499 thousand | | **Liabilities & Equity** | | | | Total current liabilities | $2,221 thousand | $2,134 thousand | | Total liabilities | $2,310 thousand | $2,223 thousand | | Total stockholders' equity | $2,879 thousand | ($724) thousand | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) In the first quarter of 2023, revenue plummeted to **$64 thousand** from **$394 thousand** in the same period of 2022, resulting in a gross loss of **$59 thousand**, but operating expenses were significantly reduced to **$1.63 million** from **$3.74 million**, leading to a net loss of **$1.70 million**, or **($1.00)** per share, an improvement compared to the net loss of **$3.62 million**, or **($3.15)** per share, in Q1 2022 Condensed Consolidated Statements of Operations | Metric | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | Revenue | $64 thousand | $394 thousand | | Gross Profit (Loss) | ($59) thousand | $134 thousand | | Operating Expenses | $1,627 thousand | $3,742 thousand | | Operating Loss | ($1,686) thousand | ($3,608) thousand | | Net Loss | ($1,695) thousand | ($3,624) thousand | | Net loss per basic and diluted share | ($1.00) | ($3.15) | [Statements of Changes in Shareholders' Equity](index=6&type=section&id=Statements%20of%20Changes%20in%20Shareholders'%20Equity) Shareholders' equity underwent a significant positive change during the first quarter of 2023, increasing from a deficit of **$724 thousand** at the end of 2022 to a positive balance of **$2.88 million**, primarily driven by the issuance of common stock, which added **$4.32 million** to additional paid-in capital, and another **$700 thousand** from shares issued for an asset acquisition, partially offset by the net loss of **$1.70 million** for the period - The company's total stockholders' equity increased from a deficit of **$(724) thousand** at the end of 2022 to a positive **$2,879 thousand** as of March 31, 2023[14](index=14&type=chunk) - The primary drivers for the equity increase were the issuance of common stock for net proceeds of **$4,319 thousand** and shares issued for an asset acquisition valued at **$700 thousand**[14](index=14&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the three months ended March 31, 2023, net cash used in operating activities was **$1.45 million**, with no cash flow from investing activities, but a significant inflow of **$4.32 million** was generated from financing activities, primarily from the net proceeds of a common stock issuance, resulting in a net increase in cash of **$2.86 million**, bringing the quarter-end cash balance to **$3.33 million** Condensed Consolidated Statements of Cash Flows | Cash Flow Activity | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | Net Cash Used by Operating Activities | ($1,453) thousand | ($2,225) thousand | | Net Cash used for Investing Activities | $0 | ($47) thousand | | Net Cash Provided by Financing Activities | $4,315 thousand | $0 | | **Net Increase (Decrease) in Cash** | **$2,862 thousand** | **($2,272) thousand** | | **Cash at End of Period** | **$3,328 thousand** | **$4,335 thousand** | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes reveal a strategic expansion from fintech services into the real estate market, with key corporate actions including a **1-for-13 reverse stock split** to regain Nasdaq compliance and a securities offering that raised approximately **$4.3 million** in net proceeds, alongside new investments in real estate projects, while a 'going concern' warning indicates dependence on raising additional capital and generating revenue - The company is expanding its focus from fintech services to include investments in the real estate market, aiming to provide affordable rental apartments[19](index=19&type=chunk) - On March 24, 2023, the company executed a **1-for-13 reverse stock split** to regain compliance with Nasdaq's minimum bid price requirement[25](index=25&type=chunk) - In February 2023, the company raised approximately **$4.3 million** in net proceeds through a registered direct offering and concurrent private placement[27](index=27&type=chunk) - The financial statements were prepared under the assumption of a 'going concern', but the company's history of losses and accumulated deficit of **$54.4 million** raise substantial doubt about its ability to continue without additional financing[26](index=26&type=chunk) Revenue by Product Segment | Product Segment | Revenue Q1 2023 | Revenue Q1 2022 | | :--- | :--- | :--- | | Telecommunications | $49 thousand | $175 thousand | | Digital products and GPR Cards | $15 thousand | $219 thousand | | **Total revenue** | **$64 thousand** | **$394 thousand** | [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=19&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20AND%20RESULTS%20OF%20OPERATIONS) Management attributes the sharp decline in Q1 2023 revenue to a reduction in activities within its telecommunications segment and with its partner, Cuentas SDI, but the net loss narrowed to **$1.7 million** from **$3.6 million** year-over-year due to a significant decrease in operating expenses, particularly in selling, marketing, and amortization, while highlighting a strategic pivot towards real estate investments and markedly improved liquidity following a February 2023 financing that raised **$4.3 million**, resulting in a positive working capital of **$1.47 million** - The company has initiated investments into the real estate market to broaden its reach to underserved communities by providing reasonably priced rental apartments[61](index=61&type=chunk)[67](index=67&type=chunk) - In April 2023, the company acquired a **21.8-acre site** via its majority-owned entity, Brooksville Development Partners, LLC, for the development of a **360-apartment community**[65](index=65&type=chunk)[66](index=66&type=chunk) [Results of Operations](index=22&type=section&id=Results%20of%20Operations) Revenue for Q1 2023 was **$64 thousand**, a significant decrease from **$394 thousand** in Q1 2022, due to reduced sales in both telecommunications and digital products/GPR cards segments, resulting in a gross loss of **$59 thousand**, but total operating expenses were slashed to **$1.69 million** from **$3.74 million**, driven by lower selling and marketing costs and a sharp drop in amortization expense, leading to a reduced net loss of **$1.7 million** compared to **$3.6 million** in the prior-year quarter Revenue by Source | Revenue Source | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | Telecommunications | $49,000 | $175,000 | | Digital products and GPR Cards | $15,000 | $219,000 | | **Total Revenue** | **$64,000** | **$394,000** | - The decrease in revenue is attributed to reducing cooperation with Cuentas SDI and scaling back activities in the telecommunications segment[72](index=72&type=chunk) - Selling, general and administrative expenses decreased to **$1.69 million** in Q1 2023 from **$3.29 million** in Q1 2022, mainly due to significant reductions in selling and marketing expenses, share-based compensation, and the cancellation of the D&O insurance policy[79](index=79&type=chunk) - Amortization of intangible assets dropped to **$2 thousand** from **$453 thousand** YoY because the related software license asset was fully impaired in the fourth quarter of 2022[80](index=80&type=chunk) [Liquidity and Capital Resources](index=24&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity position improved dramatically in Q1 2023, with working capital shifting from a deficit of **$1.45 million** at the end of 2022 to a surplus of **$1.47 million** as of March 31, 2023, primarily due to a financing activity that provided **$4.32 million** in net cash, boosting the cash balance to **$3.33 million**, while net cash used in operations was **$1.45 million**, and management plans to seek additional financing to support its business strategy, including new real estate projects Working Capital Analysis | Metric | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Total current assets | $3,689,000 | $689,000 | | Total current liabilities | $2,221,000 | $2,134,000 | | **Working Capital** | **$1,468,000** | **($1,445,000)** | - The increase in working capital was mainly attributable to an increase in cash of **$2,862,000** resulting from the sale of shares[84](index=84&type=chunk) - Net cash used in operating activities was **$1,453,000** for the quarter[86](index=86&type=chunk) - Net cash provided by financing activities was **$4,315,000**, consisting of proceeds from the sale of common stock[89](index=89&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=27&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company discloses several ongoing legal matters, including a demand for arbitration from Secure IP Telecom related to a former subsidiary, for which **$300,000** has been accrued, a breach of contract complaint from Crosshair Media Placement, claiming damages of approximately **$630,000**, which was settled with a one-year payment plan, and a complaint for breach of an employment agreement, for which **$35,000** has been accrued - The company has accrued **$300,000** related to a legal proceeding with Secure IP Telecom concerning alleged avoidable transfers from its former subsidiary, Limecom[100](index=100&type=chunk) - A breach of contract case with Crosshair Media Placement for approximately **$630,000** was settled, with the amount to be paid over a one-year period[101](index=101&type=chunk) - The company accrued **$35,000** for a breach of contract complaint related to an employment agreement[102](index=102&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=28&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) In Q1 2023, the company engaged in several equity transactions, issuing **295,282 common shares**, valued at **$700,000**, to acquire a **6% equity interest** in Lakewood Manager as part of its real estate strategy, and also raised approximately **$5 million** in gross proceeds through a securities offering that included common stock, pre-funded warrants, and purchase warrants, with other issuances including **15,385 shares** for a settlement agreement and **27,759 shares** for a service agreement - On February 3, 2023, the company issued **295,282 common shares** valued at **$700,000** to acquire a **6% equity stake** in the Lakewood Manager real estate project[105](index=105&type=chunk) - On February 6, 2023, the company raised approximately **$5 million** in gross proceeds from an institutional investor through the sale of shares, pre-funded warrants, and purchase warrants[106](index=106&type=chunk) - In March 2023, the company issued **15,385 shares** for a settlement agreement (valued at **~$120,000**) and **27,759 shares** for a service agreement (valued at **~$136,000**)[107](index=107&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-148987 CUENTAS, INC. (Exact name of Registrant as specified in its charter) | Florida | 20-3537265 | | --- | --- | | (State or Other Jurisdiction of | (I.R.S. Employer | | Incorpor ...

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Title of each class Trading Symbol(s) Name of each exchange on which registered FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE THREE MONTH PERIOD ENDED: SEPTEMBER 30, 2022 ☐ 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: 001-3997 ...

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE THREE MONTH PERIOD ENDED: JUNE 30, 2022 ☐ 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) | --- | --- | ...

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 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 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE THREE MONTH PERIOD ENDED: MARCH 31, 2022 ☐ TRANSITION REPORT PURSUA ...

| --- | |-------| | | | | | | | | | | | | | | | | | | | | | | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-148987 CUENTAS, INC. (Exact name of Registrant as specified in its charter) Florida (State or Other Jurisdiction of In ...

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Title of each class Trading Symbol(s) Name of each exchange on which registered FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE THREE MONTH PERIOD ENDED: SEPTEMEBR 30, 2021 ☐ 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: 001-3997 ...