Real-time Form 4 intelligence. Smarter insider tracking.
YoY shift: Lean +
Year-over-year tone shift - average net-tone change across Risk Factors and MD&A vs the prior 10-K. This filing is 0.16pp more bullish than last year's.
Why YoY instead of absolute: the LM lexicon has ~6.6× more negative words than positive (legal/risk-disclosure language is heavy on hedging), so every 10-K reads bearish on raw tone. Year-over-year change strips that bias and surfaces the actual shift in management's framing.
Tone shift by section
The two components the gauge averages: how Risk Factors and MD&A each shifted in net tone versus last year's 10-K. The headline above is their average, so a green needle over a soft section just means the other section carried it.
Risk Factors
+0.04pp
Flat
Net-tone change vs last year's 10-K.
MD&A
+0.29pp
Flat
Net-tone change vs last year's 10-K.
Per-snippet highlights
Sentence-level sentiment highlighting with category and subcategory filters is coming once the snippet-scoring pipeline lands. For now, dig into the actual section text on the Sections tab.
Language change vs prior 10-K
Risk Factors (Item 1A) - words with the biggest YoY frequency increase
Negative rising
unable+1
lack+1
lose+1
disproportionate+1
volatility+1
Positive rising
No words rose this year.
Risk Factors (Item 1A)
4,719 words
ITEM 1A. RISK FACTORS
Investing in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should carefully consider the risks described below together with all of the other information in this report, including our financial statements, the notes thereto and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” If any of the described risks occur, our business, financial condition or results of operations could be materially . In such case, the value of our securities could and you may all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently consider immaterial may also affect us. There also may be other unknown or economic, business, competitive, regulatory or other factors that could have material effects on our future results.
Language change vs prior 10-K
MD&A (Item 7) - words with the biggest YoY frequency increase
Negative rising
restated+1
force+1
Positive rising
No words rose this year.
MD&A (Item 7)
3,531 words
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Except for the historical information, the following discussion contains forward-looking statements that are subject to risks and uncertainties. We caution you not to put undue reliance on any forward-looking statements, which speak only as of the date of this report. Our actual results or actions may differ materially from these forward-looking statements for many reasons, including the risks described in Item 1A Business -- Risk Factors” and elsewhere in this annual report. Our discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and related notes and with the understanding that our actual future results may be materially different from what we currently expect.
Risks Related to Our Financial Position and Need for Additional Capital
We will require additional funding to progress our business. Such financing may only be available on disadvantageous terms, or may not be available at all. Any new equity financing could have a substantial dilutive effect on our existing stockholders.
At December 31, 2025, we had cash and cash equivalents of approximately $57,000, a working capital deficit of approximately $4,069,000 and an accumulated deficit of approximately $59,826,000. Our cash position may decline in the future, and we may not be successful in maintaining an adequate level of cash resources. Accordingly, we will be required to seek additional debt or equity financing in order to support our growing operations. We may not be able to obtain additional financing on satisfactory terms, or at all, and any new equity financing could have a substantial dilutive effect on our existing stockholders. If we cannot obtain additional financing, we will not be able to achieve the sales growth that we need to cover our costs, and our results of operations would be negatively affected.
As a result of our current lack of financial liquidity, there is substantial doubt regarding our ability to continue as a “going concern,” within one year from the issuance date of our financial statements.
As a result of our current lack of financial liquidity, our auditors’ report for our 2025 consolidated financial statements contains a statement concerning substantial doubt regarding our ability to continue as a going concern. Our lack of sufficient liquidity could make it more difficult for us to secure additional financing or enter into strategic relationships on terms acceptable to us, if at all, and may materially and adversely affect the terms of any financing that we may obtain and our public stock price generally.
Our continuation as a going concern is dependent upon, among other things, achievingpositive cash flow from operations and, if necessary, augmenting such cash flow using external resources to satisfy our cash needs. However, we may be unable to achieve these goals and therefore may be unable to continue as a going concern.
Our ability to continue as a going concern is dependent upon raising capital from financing transactions and revenue from operations. Management anticipates their business will require substantial additional investments that have not yet been secured. Management is continuing in the process of fund raising in the private equity and capital markets as we will need to finance future activities.
No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to us. Even if we are able to obtain additional financing, if needed, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing.
This going concern opinion could materially limit our ability to raise additional funds through the issuance of new debt or equity securities and future reports on our financial statements may also include an explanatory paragraph with respect to our ability to continue as a going concern.
Risks Related to Our Company
We have a limited operating history in our new business plan and therefore we cannot ensure, either in the near- or long-term, that we will be able to generate cash flow or profit.
We have a limited operating history in our new business plan upon which you may evaluate our business and an investment in our Common Stock may entail significantly more risk than the shares of common stock of a company with a substantial operating history. Our ability to successfully develop our products, and to realize consistent, meaningful revenues and profit has not been established and cannot be assured. For us to achievesuccess, our products must receive broader market acceptance by consumers. Without this market acceptance, we will not be able to generate sufficient revenue to continue our business operation. If our products are not widely accepted by the market, our business may fail.
Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to generate revenues, manage development costs and expenses, and compete successfully with our direct and indirect competitors.
Our business operations are subject to numerous risks, uncertainties, expenses and difficulties associated with early stage enterprises. You should consider an investment in our company in light of these risks, uncertainties, expenses and difficulties. Such risks include: the absence of a lengthy operating history; insufficient capital to fully realize our operating plan; our ability to anticipate and adapt to a developing market; a competitive environment characterized by well-capitalized competitors; our ability to identify, attract and retain qualified personnel; our reliance on key management personnel.
Because we are subject to these risks, evaluating our business may be difficult. We may be unable to successfullyovercome these risks, which could harm our business and prospects. Our business strategy may be unsuccessful and we may be unable to address the risks we face in a cost-effective manner, if at all. If we are unable to successfully address these risks, there may be an adverse effect on our business, results of operations, financial condition and cash flows.
We have incurred substantial losses from operations to date and we may never achieveprofitability from operations or generate sufficient cash flows to make or sustain distributions to our shareholders.
We have incurred substantial losses from operations to date and may never achieveprofitability from operations. Even if we do achieveprofitability, we cannot assure you that we will be able to sustain or increase profitability on a quarterly or annual basis in the future. There can be no assurance that future operations will be profitable or that we will be able to make or sustain distributions to our shareholders from cash from operations. Revenues and profits, if any, will depend upon various factors, including whether we will be able to successfully implement our business plan and operating strategy. We may not achieve our business objectives and the failure to achieve such goals would have an adverse impact on us. In addition, an inability to achieveprofitability could have a detrimental effect on the market value of our Common Stock.
We may not be able to secure sufficient capital to effectively execute our business plan.
We may not be able to attract and obtain sufficient capital from the equity and debt markets, or any other capital markets, to execute our business plan and grow our business. If we do not have access to sufficient funding in the future, we may not be able to make necessary capital expenditures necessary to execute our business plan, and in that event our ability to generate revenue may be significantly impaired.
We have identified material weaknesses in our disclosure controls and procedures and internal control over financial reporting.
Maintaining effective internal control over financial reporting and effective disclosure controls and procedures are necessary for us to produce reliable financial statements. As discussed in Item 9A – “Controls and Procedures” of this report, we have evaluated our internal control over financial reporting and our disclosure controls and procedures and concluded that they were not effective as of December 31, 2025. A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses we identified are:
Lack of appropriate segregation of duties;
Lack of information technology (“IT”) controls over revenue;
Lack of adequate review of internal controls to ascertain effectiveness; and
Lack of control procedures that include multiple levels of supervision and review.
Lack of formalized controls and governance procedures over the approval, documentation, and accounting for transactions with directors and officers, including timely authorization, review, and proper recording of such transactions in the Company’s books and records.
The Company is committed to remediating its material weaknesses as promptly as possible. Implementation of the Company’s remediation plans has commenced and is being overseen by the board. However, there can be no assurance as to when these material weaknesses will be remediated or that additional material weaknesses will not arise in the future. Even effective internal control can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. Any failure to remediate the material weaknesses, or the development of new material weaknesses in our internal control over financial reporting, could result in material misstatements in our financial statements, which in turn could have a material adverse effect on our financial condition and the trading price of our Common Stock and we could fail to meet our financial reporting obligations. We have identified weaknesses in our internal controls, and we cannot provide assurances that these weaknesses will be effectively remediated or that additional material weaknesses will not occur in the future.
If not remediated, our failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in our financial statements and a failure to meet our reporting and financial obligations, each of which could have a material adverse effect on our financial condition and the trading price of our Common Stock.
We are involved in various litigation matters that are expensive and time consuming, and, if resolved adversely, could harm our business, financial condition, or results of operations.
Any litigation to which we are a party may result in an onerous or unfavorable judgment that may not be reversed upon appeal, or we may decide to settle lawsuits on similarly unfavorable terms. Any such negative outcome could result in payments of substantial monetary damages or fines, or changes to our products or business practices, and accordingly our business, financial condition, or results of operations could be materially and adversely affected. See Item 3. “Legal Proceedings” for a description of certain litigation involving the Company.
Although the results of lawsuits and claims cannot be predicted with certainty, we do not believe that the final outcome of those matters that we currently face will have a material adverse effect on our business, financial condition, or results of operations. However, defending these claims is costly and can impose a significant burden on management and employees, and we may receive unfavorable preliminary or interim rulings in the course of litigation, which could adversely affect the market price of our securities. There can be no assurances that a favorable final outcome will be obtained in all cases.
Operating our business on a larger scale will result in substantial increases in our expenses.
As our business grows in size and complexity, we can provide no assurance that we can successfully enter new markets or grow our business without incurring significant additional expenses, that our management platform will ultimately prove to be scalable, and/or that we will be able to achieve economies of scale or we will be able to operate our business on a larger scale than the scale on which we have historically operated.
Security breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.
In the ordinary course of our business we use sophisticated call processing engines and other sophisticated telecommunications technology platforms, and we acquire and store sensitive data, including intellectual property, our proprietary business information and personally identifiable information of our prospective and current tenants, our employees and third-party service providers on our networks and website. The secure processing and maintenance of this information is critical to our operations and business strategy. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in revenue losses, legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties, disruption to our operations and the services we provide to customers or damage our reputation, which could adversely affect our results of operations and competitive position.
We are dependent on our executive officers and dedicated personnel, and the departure of any of our key personnel could materially and adversely affect us.
We rely on a small number of persons to carry out our business and investment strategies. An Executive Search Committee will be established to evaluate and propose qualified executive candidates for approval by the Board of Directors. Any member of our senior management may cease to provide services to us at any time. The loss of the services of any of our key management personnel, or our inability to recruit and retain qualified personnel in the future, could have an adverse effect on our business and financial results. As we expand, we will continue to need to attract and retain qualified additional senior management but may not be able to do so on acceptable terms or at all. Cuentas does not yet have but intends to have key man life insurance policies in place.
We are subject to regulation which may adversely affect our ability to execute our business plan.
We operate in an ever-evolving and complex legal and regulatory environment. We, the products and services that we offer and market, and those for which we provide processing services, are subject to a variety of federal, state and foreign laws and regulations, including, but not limited to: federal communications laws and regulations; foreign jurisdiction communications laws and regulations; state unclaimed property laws and federal and state consumer protection laws, including regulations relating to privacy and data security. We believe that we are currently operating in compliance with all applicable laws and regulations, but there is no certainty that laws and regulations affecting our business will not change. Any such change of laws and regulations applicable to our business might adversely affect our ability to execute our business plan and achieveprofitable operating results.
We are subject to Consumer Protection Regulation.
We are subject to various federal, state and foreign consumer protection laws, including those related to unfair and deceptive trade practices as well as privacy and data security. Failure to comply with, or further expansion of, consumer protection regulations could have a material adverse effect on our business, results of operations and financial condition. A data security breach could expose us to liability and protracted and costlylitigation, and could adversely affect our reputation and operating revenues.
We are subject to Privacy Regulation.
In the ordinary course of our business, we collect and store or may collect and store personally identifiable information about customers, holders of our cards, subscribers, and users. This information may include names, addresses, email addresses, social security numbers, driver’s license numbers and account numbers. We also maintain or may maintain a database of cardholder data for our proprietary cards relating to specific transactions, including account numbers, in order to process transactions and prevent fraud. These activities subject us to certain privacy and information security laws, regulations and rules in the United States, including, for example, the privacy provisions of the Gramm-Leach-Bliley Act and its implementing regulations, various other federal and state privacy and information security statutes and regulations. These federal and state laws, as well as our agreements with our providers, contain restrictions relating to the collection, processing, storage, disposal, use and disclosure of personal information, and require that we have in place policies regarding information privacy and security. We have in effect a privacy policy relating to personal information provided to us in connection with requests for information or services, and we continue to work with our suppliers and other third parties to update policies and programs and adapt our business practices in order to comply with applicable privacy laws and regulations. Certain state laws also require us to notify affected individuals of certain kinds of security breaches of computer databases that contain their personal information. These laws may also require us to notify state law enforcement, regulators or consumer reporting agencies in the event of a data breach. Failure to comply with, or further expansion of, consumer protection regulations could have a material adverse effect on our business, results of operations and financial condition. A data security breach could expose us to liability and protracted and costlylitigation, and could adversely affect our reputation and operating revenues.
Our success depends, in part, upon our ability to hire and retain highly skilled managerial, and operational personnel, and the past performance of our senior management may not be indicative of future results.
The implementation of our business plan may require that we employ additional qualified personnel. Competition for highly skilled managerial, telecommunications, financial and operational personnel is intense, and we cannot assure our stockholders that we will be successful in attracting and retaining such skilled personnel. If we are unable to hire and retain qualified personnel as required, our growth and operating results could be adversely affected.
The Company and its subsidiaries have well-financed, well-managed competitors and may not be able to adequately compete in its market.
Most of our competitors are larger and have greater financial, technical, marketing, and other resources than we do. Some of our competitors have seasoned management teams with more experience and expertise in our industry than we do. Some competitors may enjoy significant competitive advantages that result from, among other things, having substantially more available capital, having a lower cost of capital, having greater economies of scale, and having enhanced operating efficiencies compared to ours.
Cuentas Mobile and World Mobile face prepaid competitors including AT&T, Sprint, Viber, WhatsApp, Skype, MetroPCS, TracFone, Telcel, StraightTalk, Simple Mobile, Virgin Mobile, Boost, Net 10, IDT and Boost.
Cuentas Mobile will be dependent on the performance of third-party network operators.
Our MVNO operators, including Cuentas Mobile and World Mobile, earn revenues by purchasing network capacity from other network operators and reselling it to end users. Cuentas Mobile services operate on the largest 5G nationwide network from one of the top 3 mobile carriers and is dependent on the performance of its underlying provider and its network.
To compete effectively, Cuentas needs to improve its offerings continuously.
Cuentas plans to begin operations shortly and expects to be substantially smaller than its competitors. As a result, to compete effectively, Cuentas needs to improve its offerings rapidly and continuously.
Cuentas Mobile or World Mobile may be unable to attract and retain users.
Cuentas has an operating history in the Mobile Phone business of almost three years. If Cuentas Mobile or World Mobile cannot increase the number of subscribers using its Cuentas Mobile and World Mobile cellular service this will significantly adversely affect Cuentas’ operating results, revenues, financial condition, and ability to remain in business.
World Mobile Media Group LLC may be unable to attract and retain talent or content providers.
World Mobile Media Group LLC executives have extensive experience in the entertainment world. If World Mobile Media Group LLC cannot attract or retain talent or content providers, it will significantly adversely affect Cuentas’ operating results, revenues, financial condition, and ability to remain in business.
Cuentas may be adversely affected by fraudulent activity.
Criminals, including, without limitation, cyber-organized criminal syndicates, and others, use increasingly sophisticated methods to engage in illegal activities involving prepaid calling services, reload telecom products, and customer information. Cuentas relies on third parties for certain transaction processing services, which subjects Cuentas and its customers to risks related to the vulnerabilities of these third parties, as well as Cuentas’ own vulnerabilities to criminals engaged in fraudulent activities. Fraudulent activity could result in the imposition of regulatory sanctions, including significant monetary fines, which could adversely affect Cuentas’ business, operating results, and financial condition.
Risks Related to an Investment in Our Securities
The market price of our Common Stock may be highly volatile, and you could lose all or part of your investment.
The market price of our Common Stock may be highly volatile and thinly traded, and you could lose all or part of your investment.
The market for our Common Stock is characterized by low trading volumes and significant price swings, and our shares are considered thinly traded on the OTC market. Even with limited daily volume, our stock price has experienced substantial percentage changes over short periods, which means that relatively small trades can result in disproportionate price movements and heightened volatility compared to the broader market. This volatility and limited liquidity may prevent you from being able to sell your shares at or above the price you paid, or at the time you wish to sell.
whether we achieve our anticipated corporate objectives;
actual or anticipated fluctuations in our quarterly or annual operating results;
changes in financial or operational estimates or projections;
changes in the economic performance or market valuations of companies similar to ours; and
general economic or political conditions in the United States or elsewhere.
Cuentas’ current status as being out of compliance with SEC filings is expected to be resolved shortly, bringing Cuentas back into compliance regarding its SEC filings. In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Broad market and industry factors may negatively affect the market price of our Common Stock, regardless of our actual operating performance.
Convertible debt and dilution.
The Company’s 2025 convertible notes could result in the issuance of additional shares of Common Stock upon conversion, which may be dilutive to existing stockholders.
Liens on Fintech assets; potential asset transfer.
The secured notes issued to Michael De Prado are collateralized by the Company’s Fintech (non-MVNO) assets. If the Company defaults or if the holder elects the non-cash option at maturity of the second note, the Company could be required to transfer all such Fintech assets.
Governance rights granted to an investor.
While in effect, the director designation right and protective approval rights granted to World Mobile Group Ltd. may constrain certain corporate actions or require additional approvals.
Our shares are subject to the penny stock rules, which make it more difficult to trade our shares.
The SEC has rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. As long as the price of our Common Stock is less than $5.00, our Common Stock will be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our Common Stock, and therefore shareholders may have difficulty selling their shares.
If we do not remain current in our SEC reporting obligations, our ability to raise capital and the liquidity of our common stock could be materially harmed.
Our business plan assumes that we will continue to access the capital markets from time to time, which in turn depends on us being current in our filings with the SEC. If we experience delays in filing our periodic reports, receive a going concern qualification, or otherwise fail to remain current, investors and lenders may be unwilling to provide additional financing, broker-dealers may be less willing to make a market in our securities, and existing and potential investors may view our securities as higher risk. Any such result could limit our ability to raise needed capital, increase our cost of capital, and reduce the trading volume and market price of our Common Stock.
Failure to remain current in our SEC filings could result in restrictions or interruptions in the trading of our Common Stock.
If we are not current in our SEC reports, the exchange or quotation system on which our Common Stock is listed or quoted could take action against us, including warnings, changes in our market tier, or removal of our securities from trading. In addition, the SEC has authority to suspend trading in a company’s securities, and broker-dealers may be unwilling or unable to publish quotations in our stock if our public information is not current. Any suspension, delisting or limitation on trading of our Common Stock would severely reduce or eliminate the public market for our shares, make it more difficult for stockholders to sell their shares, and make it more difficult and costly for us to raise additional capital.
We do not expect to pay dividends for the foreseeable future.
We do not expect to pay dividends on our Common Stock for the foreseeable future. Accordingly, any potential investor who anticipates the need for current dividends should not purchase our securities.
Item 1C. Cybersecurity
Cybersecurity Risk Management and Strategy
Our Board and management recognize the critical importance of maintaining the trust and confidence of our customers, clients, business partners and employees.
In general, we seek to address cybersecurity risks through a comprehensive, cross-functional approach that is focused on preserving the confidentiality, security and availability of the information that we collect and store by identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.
risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment;
a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents; and
a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents.
Cybersecurity Governance
Our board of directors considers cybersecurity risk as part of its risk oversight function. The board of directors oversees management’s implementation of our cybersecurity risk management program.
Our management team, including our CEO, is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants.
Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.
To date, we have not experienced any cybersecurity incidents that materially affected our business strategy, results of operations or financial condition.
OVERVIEW AND OUTLOOK
The Company was incorporated under the laws of the State of Florida on September 21, 2005 to act as an operational company and as a holding company for its subsidiaries. Its wholly-owned subsidiary is Meimoun and Mammon, LLC (100% owned) (“M&M”) that provides wholesale telecommunications services. The Company also owns 51% of World Mobile LLC, which operates in the Mobile Telecommunications market and 51% of World Mobile Media Group LLC, which operates in the Entertainment Media Distribution market. The Company also owns 50% of CUENTASMAX LLC, which installs WiFi6 shared network (“WSN”) systems in locations in the New York metropolitan tristate area using access points and small cells to provide users with access to the WSN. WSN equipment was installed in several sites and financial viability is being studied. Results from these test sites will determine if future installations will be completed. Additionally, Cuentas is evaluating the synergy between CuentasMAX and World Mobile’s platform for potential integration and further development or enhancement of platforms.
The Company is currently focusing its business mainly on Cuentas Mobile, the Company’s Cellular Telecommunications solution as well as World Mobile LLC and World Mobile Media Group LLC to coordinate a multi-dimensional service for telecom, data, streaming and entertainment content.
Since the first quarter of 2023, we have made equity investments in real estate projects in Florida under the name Cuentas Casa. Cuentas Casa partnered with leading edge developers and construction technology companies to create sustainable, inclusive and affordable residential communities specifically designed to provide high quality housing alternatives at extremely competitive pricing. Our goal was to source land zoned and ready for development of multi-family buildings in strategic areas where rental prices are increasing dramatically, placing financial stress and pressure on working class families. Our real estate investments were intended to broaden our reach into the unbanked, underbanked and underserved communities by using a patented, low cost, sustainable technology that should allow us to provide reasonably priced rental apartments to working class residents who have been priced out of rental communities due to severe rent hikes in Florida and other areas in the United States. We believed that providing affordable apartments to the Hispanic Latino and other immigrant communities in Florida will enable us to introduce them our fintech solutions and generate revenue. Due to liquidity issues impeding the operation and development of its core mobile fintech and carrier services, on April 3, 2024, the limited liability company in which Cuentas had a 63.9% equity interest (“Brooksville Development Partners, LLC” or “BDP”), entered into an agreement to sell the vacant land located in Brooksville, Florida (the “Brooksville Property”) The Brooksville Property was originally purchased by BDP on April 28, 2023 for $5.05 million, $2 million of which was contributed by Cuentas. On May 27, 2025, Cuentas sold its 63.9% equity interest in the Brooksville Property for $800,000 to Brooksville FL Partners, LLC (the “Buyer”), an existing minority member of BDP. The funds were distributed by a mutually agreed escrow agent, and Cuentas settled debts with 4 major creditors. The remaining funds were used for operating expenses. With these funds, the Company was able to settle debts totaling approximately $1.132M with four major creditors for final actual cost of $666,356.
On September 22, 2025 and October 1, 2025, the Company entered into two Convertible Note Purchase Agreements with World Mobile Group Ltd. for an aggregate principal amount of $385,000—$260,000 on September 22, 2025 and $125,000 on October 1, 2025. The notes are convertible into shares of the Company’s common stock pursuant to their terms, and the closings occurred on the respective dates. As conditions to closing, the Company delivered an irrevocable transfer-agent instruction letter and reserved shares for conversions. The September 22 agreement provides the investor the right to designate one director while it and its affiliates beneficially own at least 5% of the Company and includes certain protective approval rights tied to covenant and event-of-default actions. The Company agreed to use a portion of proceeds to (i) pay $110,000 to Michael De Prado in connection with his separation and (ii) fund professional fees to bring SEC reporting current; the October 1 agreement provides that proceeds will be applied to the “Plum Contract.”
On September 18, 2025, the Company and Michael De Prado (then President, Executive Vice Chairman and Chief Financial Officer of the Company) entered into a Confidential Separation Agreement and related financing documents pursuant to which the Company agreed to pay Mr. De Prado $110,000 in cash and issue two secured promissory notes to Mr. De Prado: (i) a $473,000 note bearing interest at 2.0% per annum, maturing upon the earlier of a qualified financing of at least $2,000,000 or one year from the date of issuance (18% default interest), with the holder’s right to convert up to 50% into common stock at $0.42 per share and grants the holder piggyback registration rights with respect to the shares issuable upon conversion; and (ii) a $200,000 note maturing one year from the date of issuance, with the holder’s option at maturity to require either full cash payment or transfer, via certificate of sale, of all non-telecom/MVNO assets comprising the Company’s Fintech division. The $200,000 note does not bear interest, except for default interest at the rate of 8% per annum. Each note is secured by a first-priority security interest in the Company’s Fintech (non-MVNO) assets under separate security agreements. These agreements were fully consummated on October 21, 2025 upon release of escrowed deliverables by the escrow agent.
On September 18, 2025, the Company also granted Mr. De Prado a 16-month license to use and access the Fintech assets (excluding the MVNO assets). The Fintech assets are being held in escrow by AM Law pending the holder’s conversion of the $200,000 note. These agreements were fully consummated on October 21, 2025 upon escrow release.
On October 17, 2025, the Company issued three additional unsecured convertible promissory notes: (i) to Shalom Arik Maimon (CEO) for $586,087.62; (ii) to Matthew Schulman for $112,900.11; and (iii) to AM Law for $308,000. Each bears interest at 2% per annum (default interest as provided in the notes), is convertible at the holder’s option at $0.42 per share, and includes piggyback registration rights. After issuance, Mr. Maimon instructed conversion of 50% of his note ($293,043.81) into 697,723 shares, and AM Law instructed conversion of 50% of its note ($154,000) into 366,666 shares, in each case at $0.42 per share.
On February 25, 2026, World Mobile Group Ltd. (“WMG”) converted promissory notes of Cuentas, Inc. (the “Company”) in the principal amount of $260,000 into 1,277,018 shares of the Company’s common stock, representing approximately 18.5% of the Company’s outstanding shares of common stock
On February 26, 2026, the Company entered into a Securities Purchase Agreement with P.W. Janssen (“Janssen”), pursuant to which the Company issued and sold to Janssen 714,286 share of the Company’s common stock (the “Shares”), and a five-year warrant to purchase up to 714,286 additional shares of common stock (the “Warrant”) , for aggregate gross proceeds of $300,000 ($0.42 per unit). The exercise price of the Warrant is $0.42 per share, subject to anti-dilution adjustments. The Company granted Janssen piggyback registration rights with respect to the resale of the shares issued and issuable pursuant to the Securities Purchase Agreement.
RESULTS OF OPERATIONS
Comparison of year ended December 31, 2025 to year ended December 31, 2024
Revenue
The Company generates revenues through the sale and distribution of Digital products, wholesale telecommunication services and other related telecom services. Revenues during the year ended December 31, 2025, totaled $0 compared to $676 for the year ended December 31, 2024. The decrease in our revenues was mainly from decrease in wholesale telecommunication services in the amount of $676, from our Bilateral Wholesale Carrier Agreement with Next Communications INC., a company controlled by Arik Maimon our Chairman of the Board and our CEO.
Revenue by product for 2025 and 2024 are as follows:
December 31,
December 31,
(Dollars in thousands)
Retail telecommunications
Wholesale telecommunication services
Digital products
Total revenue
Costs of Revenue and Gross profit
Cost of revenues during the year ended December 31, 2025 totaled $0 compared to $751,000 for the year ended December 31, 2024.
Cost of revenue consists of the purchase of wholesale minutes for resale, related telecom platform costs and purchase of digital products in the amount of $0 during the year ended December 31, 2025 and $565,000 during the year ended December 31, 2024.
Cost of revenue also consists of costs related to the sale of the Company’s digital products in the amount of $0 during the year ended December 31, 2025 and $81,000 during the year ended December 31, 2024. The costs related to the sale of the Company’s digital products were composed mainly from the cost of the Digital products.
Gross profit (loss) by product for 2025 and 2024 are as follows:
December 31,
December 31,
(Dollars in thousands)
Telecommunications
Wholesale telecommunication services
Digital products
Total Gross profit
Gross profit margin for the year ended December 31, 2025 was negative for both the telecommunications segment and the digital product segments but slightly positive for wholesale which by its nature has a tiny markup. The gross loss for the sale of digital product and general-purpose reloadable cards stemmed from ceasing all activities with Cuentas SDI LLC. In May 2024, the Company and Cuentas-SDI settled certain payment issues and renewed discussions and cooperation to re-open the digital distribution network and systems through Cuentas-SDI’s convenience store distribution network of over 31,000 locations, including many across the New York, New Jersey and Connecticut tri state area.
The Company’s alliance with World Mobile Group and the joint venture World Mobile should provide significant revenue and profitability due to the strength of World Mobile’s marketing, finance and technology capabilities.
Operating Expenses
Operating expenses consist of selling, general and administrative Expenses, impairments and amortization of Intangible assets as discussed below and totaled $1,894,000 during the year ended December 31, 2025, compared to $1,941,000 during the year ended December 31, 2024, representing a net decrease of $47,000.
Selling, General and Administrative Expenses
The table below summarizes our general and administrative expenses incurred during the periods presented: Update
Year Ended December 31,
($ in thousands)
Selling, General and Administrative Expenses:
Officers’ compensation
Directors fees
Share-based compensation
Professional services
Legal fees
Other
Total
Selling, general and administrative expenses totaled $1,894,000 during the year ended December 31, 2025, a net decrease of $5,000, compared to $1,899,000 during the year ended December 31, 2024.
Amortization and impairment of Intangible assets
Amortization of Intangible assets totaled $0 during the year ended December 31, 2025 and $2,000 during the year ended December 31, 2024.
Net Loss
We incurred a net loss of $1,571 for the year ended December 31, 2025, as compared to a net loss of $3,309,000 for the year ended December 31, 2024, for the reasons described above.
Liquidity and Capital Resources
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures.
As of December 31, 2025, the Company had total current assets of $841,000, including $57,000_ of cash, accounts receivables of $271,000, and related parties receivables of $513,000. As of December 31, 2025, the Company had total current liabilities of $4,910,000 creating a negative working capital of $4,069,000.
As of December 31, 2024, the Company had total current assets of $1,111,000, including $15,000 of cash, accounts receivables of $271,000, Investment in unconsolidated entities held for sale of $800,000. As of December 31, 2024, the Company had total current liabilities of $4.281,000 creating a negative working capital of $3,170,000.
Cash Flows – Operating Activities Update
The Company’s operating activities for the year ended December 31, 2025, resulted in net cash used of $1,371,000. Net cash used in operating activities consisted of a net loss of $1,571,000,
The Company’s operating activities for the year ended December 31, 2024, resulted in net cash used of $598,000. Net cash used in operating activities consisted of a net loss of $3,309,000 partially offset by non-cash expenses consisting of share-based compensation of $209,000, impairment of intangible assets and property and equipment of $30,000 and amortization of intangible assets of $2,000. a Decrease in accounts receivables of $1,036,000, increase in accounts payables of 625,000, decrease in other accounts liabilities of 739,000, impairment of an investment in an unconsolidated entity of $1,916,000,
Cash Flows – Investing Activities Update
The Company’s investment activities for the year ended December 31, 2025, resulted in net cash received of $825,000 and $92,000 for the same period in 2024.
Cash Flows – Financing Activities Update
The Company’s financing activities for the year ended December 31, 2025, resulted in net cash in the amount of $588,000.
To date, we have principally financed our operations through the sale of our Common Stock. Nevertheless, management anticipates that our current cash and cash equivalents position and generating revenue from the sales of our mobile phone services and digital products will provide us limited financial resources for the near future to continue implementing our business strategy of further developing our mobile services and digital products, enhance our digital products offering and increase our sales and marketing. Management has taken important steps to reduce the financial burn rate and has curtailed some ineffective marketing programs, concentrating on those programs that have been proven to produce good results. Reduction of some top-level personnel has brought savings to the company as current executives took over the vacant positions at no additional cost to the Company but offset by the bonuses. Management plans to secure additional financing sources, including but not limited to the sale of our Common Stock in future financings. There can be no assurance, however, that the Company will be successful in raising additional capital or that the Company will have net income from operations to fund its business plan for the near future or long term. As of December 31, 2025, the Company had approximately $57,000 in cash and cash equivalents, approximately $4,069,000 in negative working capital and an accumulated deficit of approximately $59,826,000.
On May 22, 2025, the Company signed a Membership Interest Purchase Agreement (MIPA) with Brooksville FL Partners, LLC (“Buyer”) the holder of the minority stake in Brooksville, for the sale of its full Interests in Brooksville for total consideration of $800,000. The transaction closed on May 27, 2025 and, in accordance with the terms of the MIPA, the Company directed the escrow agent to disburse a portion of the sale proceeds to satisfy four outstanding obligations owed to certain judgment and debt holders. These settlement payments were made directly by the escrow agent on behalf of the Company in connection with the closing of the transaction.’
On May 20, 2024, the Company entered into a Membership Interest Purchase Agreement (the “Agreement”) dated as of May 20, 2024 with OLB Group, Inc. (“Buyer”) whereby it acquired 19.99% of the membership interests of Cuentas SDI, LLC, a Florida limited liability company (the “LLC”) for a purchase price of $215,500. OLB made payments totaling $92,000 and a final settlement was executed on May 23, 2025 where OLB paid $25k.
On January 29, 2026, the Company entered into an Amended and Restated Warrant Agency Agreement (the “A/R Warrant Agency Agreement”) to that certain Warrant Agency Agreement, dated as of February 1, 2021 between the Company and Olde Monmouth Stock Transfer Co., Inc., as Warrant Agent (the “Original Warrant Agreement”), pursuant to which the expiration date of the Company’s outstanding publicly traded 1,757,801 warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), was extended from February 4, 2026 to June 30, 2026 (the “Extended Expiration Date”). At and after the Extended Expiration Date, the Warrants may no longer be exercised. The A/R Warrant Agreement also allows the Board of Directors of the Company in its discretion to voluntarily reduce the exercise price of the Warrants and proportionately increase the number of shares of Common Stock purchasable upon exercise of the Warrants at the reduced exercise price. Other than as set forth above, the terms of the Warrants set forth in the A/R Warrant Agreement remain unmodified and in full force and effect.
Off-balance Sheet Arrangements
The Company has no off-balance sheet arrangements and does not anticipate entering into any such arrangements in the foreseeable future.
Impact of Inflation
The Company does not expect inflation to be a significant factor in operation of the business.
World Mobile Group Ltd. Financings
On September 22, 2025 and October 1, 2025, the Company entered into Convertible Note Purchase Agreements with World Mobile Group Ltd. for an aggregate principal amount of $385,000 (the “WM Notes”)—$260,000 on September 22 and $125,000 on October 1. The WM Notes are convertible into our common stock pursuant to their terms. Closings occurred on the respective agreement dates. The September 22 agreement provides the investor the right to designate one director while the investor and its affiliates beneficially own at least five percent of the Company and includes certain protective approval rights tied to note covenants and event-of-default actions. We applied part of the proceeds to pay $110,000 to Michael De Prado in connection with his separation and to fund professional fees to bring SEC reporting current; the October 1 agreement provides that proceeds will be applied to the PLUM contract, our MVNO reseller arrangement. On February 25, 2026, World Mobile Group Ltd. (“WMG”) converted promissory notes of Cuentas, Inc. (the “Company”) in the principal amount of $260,000 into 1,277,018 shares of the Company’s common stock, representing approximately 18.5% of the Company’s outstanding shares of common stock
Michael De Prado Separation Agreement
On September 18, 2025, the Company and Michael De Prado (then President, Executive Vice Chairman and Chief Financial Officer of the Company) entered into a Confidential Separation Agreement and related financing documents pursuant to which the Company agreed to pay Mr. De Prado $110,000 in cash and issue two secured promissory notes to Mr. De Prado: (i) a $473,000 note bearing interest at 2.0% per annum, maturing upon the earlier of a qualified financing of at least $2,000,000 or one year from the date of issuance (18% default interest), with the holder’s right to convert up to 50% into common stock at $0.42 per share and grants the holder piggyback registration rights with respect to the shares issuable upon conversion; and (ii) a $200,000 note maturing one year from the date of issuance, with the holder’s option at maturity to require either full cash payment or transfer, via certificate of sale, of all non-telecom/MVNO assets comprising the Company’s Fintech division. The $200,000 note does not bear interest, except for default interest at the rate of 8% per annum. Each note is secured by a first-priority security interest in the Company’s Fintech (non-MVNO) assets under separate security agreements. These agreements were fully consummated on October 21, 2025 upon release of escrowed deliverables by the escrow agent.
The promissory notes includes bonuses approved subsequent to the balance sheet date totaling approximately $170 thousand, which are expected to be recognized as an expense in the second quarter of 2026.
On September 18, 2025, the Company also granted Mr. De Prado a 16-month license to use and access the Fintech assets (excluding the MVNO assets). The Fintech assets are being held in escrow by AM Law pending the holder’s conversion of the $200,000 note. These agreements were fully consummated on October 21, 2025 upon escrow release.
Insider and Advisor Convertible Notes
On October 17, 2025, we issued three unsecured convertible promissory notes: (i) a note to Shalom Arik Maimon (CEO) in the principal amount of $586,087.62; (ii) a note to Matthew Schulman in the principal amount of $112,900.11; and (iii) a note to AM Law in the principal amount of $154,000. Each note is voluntarily convertible at the holder’s option into common stock at a fixed price of $0.42 per share and provides piggyback registration rights.
