false 0001424657 0001424657 2023-12-20 2023-12-20 0001424657 CUEN:CommonStockParValue0.001PerShareMember 2023-12-20 2023-12-20 0001424657 CUEN:WarrantsEachExercisableForOneShareOfCommonStockMember 2023-12-20 2023-12-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 20, 2023

 

CUENTAS, INC.
(Exact name of registrant as specified in its charter)

 

Florida   001-39973   20-3537265
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (I.R.S. Employer
Identification No.)

 

235 Lincoln Rd., Suite 210, Miami Beach, FL   33139
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (800) 611-3622

 

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

 

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:  

 

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

 

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 5.07 Submission of Matters to a Vote of Security Holders

 

On December 20, 2023, the Company held its 2023 Annual Meeting, and the voting results for the proposals were as listed below:

 

Proposal 1: Election of Directors

 

The votes to elect five directors to hold office until the 2024 Annual Meeting of Shareholders were as follows: 

 

   Shares
Voted For		   Shares
Withheld		 
Arik Maimon   1,051,597    626,314 
Michael De Prado   1,051,559    626,352 
Adiv Baruch   1,053,136    624,775 
Lexi Terrero   1,053,136    624,775 
Haim Yeffet   1,051,597    626,314 

 

Each of the five directors were approved by the shareholders.

 

Proposal 2: 

 

The votes to approve, pursuant to Nasdaq listing rules, of the issuance of up to 1,232,606 shares of our common stock upon the exercise of our common stock purchase warrant (the “Inducement Warrant”) issued to an institutional investor in connection with the Warrant Exercise and Inducement Letter dated August 21, 2023 and the issuance of up to 43,141shares of common stock upon the exercise of the placement agent warrants issued to the designees of H.C. Wainwright & Co.

 

Shares Voted For   Shares Voted Against   Shares Abstaining
942,521   628,441   105,564

 

The Inducement Warrant Exercise Proposal was approved by the shareholders.

 

Proposal 3: 

 

The votes to approve an amendment to our Amended and Restated Articles of Incorporation, as amended, to increase the number of authorized shares of common stock from 27,692,307 to 100,000,000 shares.

 

Shares Voted For   Shares Voted Against   Shares Abstaining
929,715   739,306   7,405

 

The Authorized Common Stock Proposal was not approved by the shareholders although more shareholders voted for the amendment than against.

 

Proposal 4: 

 

The votes to approve the Cuentas 2023 Share Incentive Plan.

 

Shares Voted For   Shares Voted Against   Shares Abstaining
1,051,849   617,445   7,040

 

The 2023 Plan Proposal was approved by the shareholders.

 

Proposal 5: Ratification of the appointment of independent registered public accounting firm.

 

The votes to ratify the appointment of Yarit + Partners (ISR.) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 were as follows:

 

Shares Voted For   Shares Voted Against   Shares Abstaining
1,063,887   605,561   7,078

 

The shareholders ratified the appointment of Yarit + Partners as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

 

[signature page follows]

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Cuentas, Inc.
     
Date: December 27, 2023 By: /s/ Arik Maimon
    Name:   Arik Maimon
    Title: Chief Executive Officer

 

  

2

 

 

 

v3.23.4
Cover
Dec. 20, 2023
Document Type 8-K
Amendment Flag false
Document Period End Date Dec. 20, 2023
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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