UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October
18, 2023 (
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:
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Securities registered under Section 12(b) of the Act:
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| The Stock Market LLC | ||||
| The Stock Market LLC |
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).
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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. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On October 16, 2023, the Board of Directors of Cuentas, Inc. (“Cuentas”) approved the execution and delivery of a binding term sheet (the “Term Sheet”) with UCG, Inc., the holder of 75% of the issued and outstanding shares of World Health Energy Holdings, Inc. (OTC:WHEN). Pursuant to the terms of the Term Sheet, Cuentas will acquire the shares of WHEN in exchange for the issuance to UCG of that number of shares of Cuentas which will represent 50% of the issued and outstanding shares of Cuentas on a fully diluted basis. It is contemplated that within the following 45 days, the parties will complete their due diligence processes and execute definitive agreements incorporating the terms of the Term Sheet. The share exchange is contingent on obtaining the approval of Nasdaq and the shareholders of Cuentas to the contemplated transaction, the filing with the Securities and Exchange Commission of a registration statement on Form S-4, an independent third-party appraisal of the value of the WHEN shares, the grant by the Nasdaq Stock Market of an extension at least through April 1, 2024 for Cuentas to comply with Nasdaq’s minimum stockholder equity requirements and other customary closing conditions. The parties agreed to use their best efforts to consummate the transaction as soon as practicable, but not later than December 15, 2023 unless extended in writing. Either party has the right terminate to terminate the Term Sheet if the closing does not occur on or before said date or the parties are unable to enter into a definitive stock purchase agreement before expiration of the 45-day diligence period.
Following the execution of this Term Sheet, WHEN shall proceed to obtain the necessary regulatory approval of a reverse stock split of its outstanding common stock.
The Term Sheet further provides that each of Giora Rozensweig, the interim CEO of WHEN, George Baumeohl, a director of WHEN and a principal of UCG, Arik Maimon, CEO and President of Cuentas and Michael De Prado, the President of Cuentas, shall enter into stockholders agreement whereby the parties agree to certain matters relating to the management of Cuentas. This agreement is currently being negotiated and will be included in the definitive agreement for shareholder approval.
Upon the consummation of the share exchange contemplated by the Term Sheet, the board of directors of Cuentas shall be increased to nine members. UCG and the Cuentas Shareholders will each designate two members, with the remaining five independent directors to be nominated by mutual agreement of UCG and the Cuentas Shareholders.
The Term Sheet also contemplates that at the closing of the share exchange, Cuentas may enter into employment agreements with Giora Rozensweig, the interim CEO of WHEN, who shall be designated as co-Executive Chairman of the Cuentas Board. The agreement will be on the same terms and conditions as the current Cuentas Chairman and CEO, and/or co-CEO of Cuentas and an additional WHEN designated person shall serve in a senior capacity as an officer of Cuentas.
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The foregoing description of the Term Sheet is not complete and is subject to and qualified in its entirety by reference to the Term Sheet, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1,, and the terms of which are incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On October 16, 2023, Cuentas issued a press release (the “Press Release”) announcing the execution of the Term Sheet. The Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The information in this Item 7.01, including Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Cuentas under the Securities Act of 1933, as amended, (the “Securities Act”) or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information contained in this Item 7.01, including Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 10.1 | Term Sheet | |
| 99.1 | Press Release distributed October 16, 2023 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CUENTAS INC. | ||
| Date: October 18, 2023 | By: | /s/ Shalom Arik Maimon |
| Shalom Arik Maimon | ||
| Chief Executive Officer | ||
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Exhibit 10.1
TERM SHEET
October 16, 2023
After significant discussions and negotiations between UCG, Inc., a Delaware corporation (“UCG”), the owner and holder of approximately 387,000,000 shares of common stock, par value $0.0001 per share, of World Health Energy Holdings, Inc. (“WHEN”), which represents approximately seventy-five percent (75%) of the outstanding shares of WHEN common stock (the “WHEN Shares”), and Cuentas, Inc., a Florida corporation whose common stock is listed on The Nasdaq Capital Market under the ticker symbol CUEN (“Cuentas”, collectively with UCG, the “Parties”), UCG and Cuentas agree to the following terms and conditions regarding the sale and transfer by UCG to Cuentas of the WHEN Shares and in consideration thereof, Cuentas shall issue to UCG the Cuentas Consideration Shares, as defined below.
| Share Exchange: | UCG shall transfer to Cuentas the WHEN Shares, free and clear of liens, claims, and encumbrances, and simultaneously in consideration thereof, Cuentas shall issue to UCG shares of Cuentas common stock in a number equal to fifty percent (50%) of the total issued and outstanding shares of common stock of Cuentas, calculated on a post-issuance and fully diluted basis, with shares to be issued free and clear of liens, claims, and encumbrances (the “Cuentas Consideration Shares”). |
| Closing Date: | The Parties shall simultaneously exchange the WHEN Shares and the Cuentas Consideration Shares at closing (the “Closing”), which shall be subject to the usual and customary conditions and requirements, and the Parties shall use their best good faith efforts to close as soon as practicable but not later than December 15, 2023, unless extended in writing signed by the Parties. |
Conditions Precedent
| To Closing: | The following are conditions precedent to Closing: |
| i. | The Parties’ execution of a Definitive Stock Issuance and Purchase Agreement and a stockholders agreement (collectively, the “Definitive Agreements”) incorporating the material terms of this Term Sheet and such other terms, conditions, and warranties and representations customary in stock purchase agreements, said agreement to be completed on or before expiration of the 45-day Diligence Period; |
| ii. | Procurement by Cuentas of all required corporate approvals, including shareholder approval; |
| iii. | Approval by the Nasdaq Stock Market LLC (“Nasdaq”) of the following: (A) this Term Sheet, including approval of the Definitive Agreements, as defined below; (B) the issuance and sale the Cuentas Consideration Shares, (C) the contemplated transaction and (D) any and all disclosures required under applicable law or by Nasdaq; |
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| iv. | Filing with the SEC of a registration statement on Form S-4 and any and all other necessary forms or disclosures as may be required by Nasdaq regarding the resale of the Cuentas Consideration Shares; |
| v. | Cuentas has obtained an independent third-party appraisal of the value of the WHEN shares. |
| vi. | The grant by the Nasdaq Stock Market of an extension at least through April1, 2024 for Cuentas to comply with Nasdaq’s minimum stockholder equity requirements; |
| vii. | Each party’s satisfactory completion of due diligence pursuant to the due diligence section below; and |
| viii. | there being no material adverse change in the business, results of operations, prospects, condition (financial or otherwise), or assets of either party after execution of this Term Sheet. |
| Funding : | Upon Closing, WHEN will be a majority owned subsidiary of Cuentas indirectly held through UCG’s holdings in WHEN, and the Board of Directors of and executive management of WHEN (the “WHEN Board and Executives”), shall develop a detailed and granular business plan and operating budget, including sources and uses of cash, to fund and grow WHEN’s operations and revenues, including the integration where practicable of the WHEN and Cuentas product |
| Reverse Split: | Following the execution of this Term Sheet, WHEN shall proceed to obtain the necessary regulatory approval of a reverse stock split of its outstanding common stock. |
| Exclusivity: | Each of Cuentas and WHEN, on its own behalf and on behalf of its affiliates, directors, officers, partners, employees, advisors, agents and representatives, agrees that until termination of this Term Sheet, it will not, directly or indirectly, (a) make, solicit or encourage any offer, or otherwise provide any assistance in any way in aid of any offer or proposal, (b) engage in any negotiations or discussions with any person or (c) provide any information to, or otherwise cooperate in any way with, any person, for the sale, lease or transfer (or similar transaction) of all or a material part of its business or assets or that of any subsidiary, or any equity interests therein or in any subsidiary, to any person or entity other than the other party hereto, except notwithstanding anything to the contrary in this provision or this Agreement, Cuentas shall retain its sole discretion to regarding the Brooksville real estate project, including without limitation, whether to sell, hold, or refinance said project. |
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| Side Letter: | Each of Giora Rozensweig, the interim CEO of WHEN, George Baumeohl, a director of WHEN and a principal of UCG, Arik Maimon, CEO and President of Cuentas and Michael De Prado, the President of Cuentas shall enter into Stockholders Agreement which is currently being negotiated pursuant to which the parties thereto will agree to certain matters relating to the management of Cuentas (subject to further modifications to such form of agreement). |
| Cuentas Board: | At the Closing, subject to the terms and conditions of the Definitive Agreements, the board of directors of Cuentas (the “Cuentas Board”) shall be increased to nine members, four of the insider directors which shall be designated by each of UCG and the Cuentas Shareholders as those terms are defined in the Definitive Agreements, with each of UCG and the Cuentas Shareholders designating two members, with the remaining five independent directors on the Cuentas Board to be nominated by mutual agreement of UCG and the Cuentas Shareholders. |
| Management |
| Positions: | At the Closing, subject to the terms and conditions of the Definitive Agreements, the Cuentas Board may enter into employment agreements with current WHEN officers and directors for employment in senior management positions in Cuentas, for example, it is currently contemplated that Giora Rozensweig, the interim CEO of WHEN, shall be designated as co-Executive Chairman of the Cuentas Board, on the same terms and conditions as the current Cuentas Chairman and CEO, and/or co-CEO of Cuentas and an additional WHEN designated person shall serve in a senior capacity as an officer of Cuentas. |
| Termination: | Either UCG or Cuentas shall have the right terminate this Term Sheet if the Closing does not occur on or before the Closing Date or the Parties are unable to enter into a definitive Stock Purchase and Issuance Agreement before expiration of the 45-day Diligence Period. |
Binding Term
| Sheet: | The parties contemplate that the terms in this Term Sheet shall be binding and enforceable on the parties hereto, subject to the due diligence and satisfaction of the above conditions precedent, and the parties shall use their best good faith efforts to negotiate and execute definitive transactional documents consistent with the terms and conditions in this Term Sheet. |
| Due Diligence: | For a 60-day period following execution of this Term Sheet (the “45-day Diligence Period”), the parties shall mutually share any and all relevant financial and operational information as requested by the respective party and use their best good faith efforts to satisfy one another’s reasonable information requests. If a party elects not to go forward with the contemplated transaction as a result of its due diligence, said party must provide written notice setting forth in as much detail as practicable the specific issue of concern, and the parties shall negotiate in good faith whether said issue is capable of resolution through specific action that the other party may elect to take. If the parties are unable to resolve the issue, either party may elect to terminate this term sheet and further efforts to consummate the contemplated transaction. |
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| Confidentiality: | Because parties intend to share confidential and sensitive financial and operational information as part of due diligence the parties will execute customary confidential agreements inclusive of the directors, officers, and employees. |
| Governing Law: | This Term Sheet shall be governed by the laws of the State of Florida without regard to the conflict of laws thereof are and venue of any dispute shall be in the United States District Court for the Southern District of Florida or the Circuit Court in and for Miami-Dade County. |
Counterparts and
| Copies. | This Agreement may be executed by the Parties in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile signatures and signature pages sent by email shall be binding as though they are originals. |
| Waiver of Jury Trial |
EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS AND SCHEDULES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. |
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If the foregoing is acceptable and sets forth our mutual understandings concerning these matters, please indicate your approval by signing, dating, and returning a copy of this letter of intent to the undersigned on or before 5:00 p.m., Eastern Time, on October 17, 2023.
| UCG, INC. | CUENTAS INC. | |||
| By: | /s/ Giora Rosensweig | By: | /s/ Arik Maimon | |
| Name: | GIORA ROSENSWEIG | Name: | ARIK MAIMON | |
| Title | CEO | Title: | CEO | |
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Exhibit 99.1
Cuentas to Introduce Proprietary Mobile Security Technology to the U.S. Market
Cuentas’ Proposed Acquisition of a 75% Equity Stake in World Health Energy Holdings, Inc. (OTC Pink:WHEN) is intended to Expand Cuentas’ Mobile business and Provide critical Next-Generation Security Against Privacy and Cyber Threats.
MIAMI BEACH, FL, Oct. 16, 2023 (GLOBE NEWSWIRE) -- Cuentas, Inc. (Nasdaq: CUEN & CUENW) (“Cuentas”), developer of an alternative financial ecosystem to the underbanked, today signed a letter of intent to acquire control of WHEN Group (World Health Energy Holdings, Inc. – OTC Pink: WHEN), pending Nasdaq and shareholder approval and other specified conditions, through a share exchange with WHEN’s principal shareholder, leaving Cuentas uniquely debt-free and well positioned to grow its mobile and FinTech lines.
The WHEN Group was founded by Israeli engineers and international professionals with deep background in Cyber security and data threat remediation in both government and private sectors. From business and personal privacy to fin-tech security, WHEN has been developing solutions that utilize advanced pattern recognition and AI to create a security screening environment that can detect and defend against a range of threats and attacks on telecom, banking, and other communication infrastructure. Upon closing of the acquisition, Cuentas intends to begin integrating WHEN’s portfolio of Cyber Security solutions into the Cuentas Mobile Platform as well as offering WHEN’s advanced solutions to Cuentas’ fintech partners.
This move comes on the heels of new global conflicts from Ukraine to Israel, conflicts which have increasingly brought to light the dangers that are threatening our global digital infrastructure systems. These threats extend beyond governments to families and individuals. According to a recent report by the Red Cross, “There is no escaping the life-changing and life-endangering impact that digital technologies are having on people affected by conflict.” Digital threats such as surveillance, cyber-attacks, misuse of personal data, misinformation and disinformation are all-pervasive and these risks continue to evolve rapidly with new technologies such as generative artificial intelligence (AI) joining an ever-expanding list of digital dangers.1
| 1 | https://blogs.icrc.org/inspired/2023/08/25/digital-dilemmas-immersive-experience-exposes-technology-threats/ |
Cuentas’ Management has been working with WHEN to identify immediate opportunities to provide WHEN solutions not only to the CUENTAS mobile platform, but also to the businesses and industries that Cuentas serves in the U.S. and around the world. Additionally, the parties are planning on deploying WHEN’s proprietary software to protect families concerned with external cyber threats at home, enabling the monitoring of a child and his environmental behavioral patterns that will alert parents to potential tragedies caused by cyberbullying, pedophiles, other predators, and depression / state of mind.
In consideration of the acquisition of the 75% stake in WHEN, Cuentas will issue to UCG, Inc. the principal shareholder of WHEN, such number of common shares of CUEN which will represent on the date of issuance 50% of Cuentas’ issued and outstanding capital (on a fully diluted basis), in exchange for UCG’s stake in WHEN. Subject to the terms of the agreement, WHEN Group management, including Major Gen. (Ret) Danny Yatom, a former Director of Israeli Mossad, and current President of WHEN, and Giora Rosensweig, CEO with major experience in cyber security and artificial intelligence, will be joining the Cuentas Board of Directors and Executive Management. While the companies will initially continue to operate independently, management from both teams believe the synergies between the companies can pave the way to even deeper relationships.
“I have known some of the players on the WHEN team for many years and have always believed that their solutions could become a standard in communications security for businesses and families”, said Cuentas Co-Founder and CEO Arik Maimon. “The world needs what WHEN is developing now more than ever… and we are going to bring it to them!”
WHEN Group was incorporated as a joint venture between SG77 and RNA Ltd, which develop and improve cyber security and cyber monitoring solutions in the B2C and B2B marketplace. WHEN has recently moved into telecommunications platforms with its acquisition of CrossMobile, a licensed Telecom (full core mobile virtual network operator) in Poland, joining a small, rarified group of licensed telecom operators in the EU. Cuentas believes that this will provide a powerful proof of concept for the Company’s planned launch of services into the US.
“We have been heads down focused on created a state-of-the-art technology platform that defends critical communications and financial infrastructure against attack and compromise” said Major Gen. (Ret.) Danny Yatom, President of WHEN and Former Director of Israeli Mossad. “The proposed transaction puts us on the world stage and will enable us to bring our innovations more rapidly to market.”
WHEN’s easy-to-use A.I. and machine learning driven platform is a holistic solution that integrates with any system and is fully customizable based on customer needs. Management believes their solutions address a broad segment of the fast-growing, multi-billion-dollar cyber security market.
“We needed to get our solutions in front of major players in the US and around the world”, stated Giora Rosensweig, CEO of WHEN Group. “With Cuentas as partners, we see the opportunity to expand more rapidly across multiple markets and industries.” https://whengroupinfo.com/
Both Cuentas and WHEN have taken a broad portfolio approach to their markets, and management teams are aligned on the notion of building extended platforms, focusing on new technologies that connect vertical markets. With this acquisition, Cuentas is extending its platform from connect, to protect.
“Increasingly, people address the digital world through their mobile devices, and in many countries, the mobile phone is the only way they connect,” stated Michael De Prado, Co-founder and President of Cuentas. “We have seen what can happen when the digital world gets out of control, and we want to protect businesses and families who are increasingly at risk.”
Earlier in the year, Cuentas made a move into the real estate tech market, with the launch of Cuentas Casa, and the announcements of development and tech partnerships for the next generation of building construction. WHEN management mirrors this approach with their recent acquisition of Polish Telco, CrossMobile. Further, a key investor and stakeholder in WHEN is real estate developer, George Baumoehl, an early investor in WHEN, a WHEN director and part of the group who are exchanging their equity interest in WHEN for the Cuentas shares.
“Technology is bringing the world closer together, and, now with AI, the opportunities to impact multiple markets efficiently have increased significantly”, said Baumoehl. “I see the combination of WHEN tech and Cuentas access as pivotal, and I have communicated to management of both companies that I will continue to support their growth”.
According to Grand View Research, the global cyber security market size was estimated at USD 202.72 billion in 2022 and is projected to grow at a compound annual growth rate (CAGR) of 12.3% from 2023 to 2030. The growing number of cyber-attacks owing to the proliferation of e-commerce platforms, the emergence of smart devices, and the deployment of the cloud are some of the key factors propelling the market growth. Increasing usage of devices equipped with the Internet of Things (IoT) and intelligent technologies is expected to increase the cases of cyber threats. As such, end-user organizations are anticipated to integrate advanced cyber security solutions to mitigate the cyber-attacks risk, supporting the market growth.2
| 2 | https://www.grandviewresearch.com/industry-analysis/cyber-security-market |
“With the world’s virtually 100% dependency on communication and financial technology, the risk may be incalculable,” continued Maimon. “With this announcement, we are now able to focus not just on connecting, but also on protecting the markets, business and families we reach.”
Cuentas’ Board of Directors has approved the transaction and the Companies expect to complete the transaction this year. The closing is contingent on several factors, including without limitation, the approval of Nasdaq and the shareholders of Cuentas approving the transaction.
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About WHEN
World Health Energy Holdings, Inc. (d/b/a WHEN Group) is a holding company comprised of CrossMobile, SG 77, Inc./RNA Ltd, which develops and significantly improves existing cybersecurity solutions in the B2C and B2B marketplace. WHEN Group develops new systems by applying pattern recognition technology based on IOT / mobile / servers and computer activity, analyzing human and device behavior, relationships, and BPM (Business Process Management) to automatically identify and prevent potential danger to individuals and companies. The B2C Cybersecurity division targets families concerned with external cyber threats and exposures in addition to monitoring a child’s behavioral patterns that may alert parents to potential tragedies caused by cyber bullying, pedophiles, other predators, and depression. The B2B Cybersecurity system software development and implementation company is focused on innovative solutions for the constantly evolving cyber challenges of businesses, non-governmental organizations (NGOs) and governmental entities. By deploying a highly experienced development team, RNA Ltd. anticipates both internal and external cyber threats, by identifying behavioral patterns that flag potential cyber compromises.
Additional information is available at: https://www.whengroup.com/.
About Cuentas
Cuentas, Inc. (Nasdaq: CUEN & CUENW) is creating an alternative financial ecosystem for the growing global population who do not have access to traditional financial alternatives. The Company’s proprietary technologies help to integrate FinTech (Financial Technology), e-finance and e-commerce services into solutions that deliver next generation digital financial services to the unbanked, under-banked and underserved populations nationally in the USA. The Cuentas Platform integrates Cuentas Mobile, the Company’s Telecommunications solution, with its core financial services offerings to help entire communities enter the modern financial marketplace. Cuentas has launched its General Purpose Reloadable (GPR) Card, which includes a digital wallet, discounts for purchases at major physical and online retailers, rewards, and the ability to purchase digital content. In Q1 of 2023Cuentas launched Cuentas Casa, an alternative housing development initiative that secured a 10-year supply agreement for a patented, sustainable building system that will provide the bridge between its technology solutions and the affordable housing market. Cuentas has made investments to date in affordable housing projects for over 450 apartments. LINK: https://cuentas.com AND https://cuentasmobile.com
Forward-Looking Statements
This news release contains “forward-looking statements,” as that term is defined in section 27a of the United States Securities Act of 1933, as amended, and section 21e of the United States Securities Exchange Act of 1934, as amended. These forward-looking statements involve substantial uncertainties and risks and are based upon our current expectations, estimates and projections and reflect our beliefs and assumptions based upon information available to us at the date of this release. We caution readers that forward-looking statements are predictions based on our current expectations about future events. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Our actual results, performance or achievements could differ materially from those expressed or implied by the forward-looking statements as a result of a number of factors, including, but not limited to, Nasdaq and shareholder approval of the proposed transaction, our ability to manage our research and development programs that are based on novel technologies, our ability to successfully integrate WHEN operations and product offerings, the sufficiency of working capital to realize our business plans and our ability to raise additional capital, market acceptance, the going concern qualification in our financial statements, our ability to retain key employees, our competitors developing better or cheaper alternatives to our products, risks relating to legal proceedings against us and the risks and uncertainties discussed under the heading “RISK FACTORS” in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and in our other filings with the Securities and Exchange Commission. We undertake no obligation to revise or update any forward-looking statement for any reason.
Investor Relations
Cuentas, Inc.
800-611-3622
info@cuentas.com
SOURCE: Cuentas, Inc.
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