CUEN Cuentas Inc (CE)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): July 12, 2024 (June 17, 2024)

 

Cuentas, Inc.

(Exact name of registrant as specified in its charter)

 

Florida		001-39973		20-3537265
(State or other jurisdiction of		(Commission File Number)		(I.R.S. Employer
incorporation or organization)				Identification Number)

 

235 Lincoln Rd., Suite 210

Miami Beach, FL

(Address of principal executive offices)

 

33139

(Zip Code)

 

(800) 611-3622

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered under Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		CUEN		The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Common Stock		CUENW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 1.02 Termination of a Material Definitive Agreement.

 

On June 17, 2024, Cuentas, Inc. (“Cuentas”) was advised that the Buyer of the “Brooksville Property” located at 19200 Cortez Boulevard, Brooksville, Florida 34601 was still interested to structure a deal to acquire the property and develop it but need additional time to complete this process. On June 19, 2024, Cuentas was advised by Brooksville Development Partners, LLC (“Company”) that the contract for the sale of the “Brooksville Property” located at 19200 Cortez Boulevard, Brooksville, Florida 34601 was terminated by the Buyer on June 7, 2024 as this was the final date for return of their refundable escrow deposit. On July 11, 2024, Cuentas received definitive notice that the Buyer was no longer able to commit to purchase the property.

 

The property was originally purchased April 28, 2023 for $5.05 Million and was under contract to be sold for $7.2 Million. Cuentas contributed $2 million to the original purchase price and almost $65k towards engineering expenses. The $3.05 million mortgage with Republic Bank of Chicago was amended and restated on January 27, 2024 for $3.055 million. Additionally, a $500,000 Loan Extension Agreement was executed between the Company and ALF Trust u/a/d 09/28/2023 to ensure the Promissory Note necessary to fund the interest reserve and fees relating to the Loan Extension Agreement and the working capital needs of the Company.

 

Brooksville Development Partners, LLC (“Company”) consists of Brooksville Development DE, LLC (the “Class A Member” with 30% Membership Interest), Cuentas Inc, (a “Class B Member” with 63% Membership Interest) and Brooksville FL Partners, LLC, (a “Class B Member” with 7% Membership Interest), collectively the “Members”.

 

Cuentas is not restricted at this time to offer the property to other potential buyers and/or developers.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit No.		Description
10.1		Letter of Termination from Buyer to Company.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

 

 

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: July 12, 2024	By:	/s/ Shalom Arik Maimon
		Shalom Arik Maimon
		Chief Executive Officer

 

 

2

 

Exhibit 10.1

 

 

June 7, 2024

 

VIA EMAIL

 

Brooksville Development Partners, LLC
Two Northfield Plaza, Suite 320

Northfield, IL 60093

Attn: Alex Zdanov

Email: EMAIL REDACTED

 

Ruchim & Hudson, P.C.

3000 Dundee Road

Suite 415

Northbrook, IL 60062

Attn: Mitchell Ruchim

Email: EMAIL REDACTED

 

Chicago Title Insurance Company

5215 Old Orchard Rd #400

Skokie, IL 60077

Attn.: Alisa Habibovic

Phone: PHONE REDACTED

Email: EMAIL REDACTED

 

Re:

Purchase and Sale Agreement between Brooksville Development Partners, LLC, a Florida limited liability company (“Seller”), and Terwilliger Brothers Residential LLC, a Florida limited liability company (“Buyer”), dated effective as of April 9, 2024 (the “Agreement”)

 

Dear All:

 

As you know, this firm represents Buyer in connection with the above referenced Purchase Agreement. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

 

Buyer hereby terminates the Purchase Agreement pursuant to Section 4 thereof. Buyer will provide Escrow Agent with instructions for the return of the Deposit under separate cover.

 

Please contact me in the event you have any questions.

 

	Very truly yours,
	/s/ Mathew S. Poling
	Mathew S. Poling

 

TAMPA Tel: 813.223.7474 Fax: 813.229.6553		ST. PETERSBURG Tel: 727.896.7171 Fax: 727.820.0835
101 E. KENNEDY BOULEVARD SUITE 2700 TAMPA, FL 33602	WWW.TRENAM.COM	200 CENTRAL AVENUE SUITE 1600 ST. PETERSBURG, FL 33701

 

v3.24.2

Cover	Jun. 17, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 17, 2024
Entity File Number	001-39973
Entity Registrant Name	Cuentas, Inc.
Entity Central Index Key	0001424657
Entity Tax Identification Number	20-3537265
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	235 Lincoln Rd.
Entity Address, Address Line Two	Suite 210
Entity Address, City or Town	Miami Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33139
City Area Code	800
Local Phone Number	611-3622
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, par value $0.001 per share
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	CUEN
Security Exchange Name	NASDAQ
Warrants, each exercisable for one share of Common Stock
Title of 12(b) Security	Warrants, each exercisable for one share of Common Stock
Trading Symbol	CUENW
Security Exchange Name	NASDAQ

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