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): June 14, 2022

Cuentas Inc.

(Exact name of registrant as specified in its charter)

Florida

001-39973

20-3537265

(State or other jurisdiction of
incorporation or organization)

(Commission file number)

(IRS Employer

Identification No.)

235 Lincoln Rd., Suite 210, Miami Beach, Florida 33139

(Address of principal executive offices) (Zip Code)

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

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 obligations 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 240.13e-4(c))

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. ☐

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

Item 8.01 Other Events.

On June 14, 2022, Cuentas, Inc. (the “Company”) received notice from the Nasdaq Capital Market that the Company had regained compliance with Nasdaq listing rules 5605(b)(1) and 5605(c)(2) following the recent appointments of two independent board members to the Company’s board of directors – Sandra Orihuela and Sara Sooy. As previously disclosed on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2022, Ms. Sooy was appointed to the audit committee and Ms. Orihuela was appointed to the compensation committee.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

104

Cover Page Interactive Data File (embedded within Inline XBRL document)

SIGNATURES

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.

Dated: June 15, 2022	By:	/s/ Jeffery D. Johnson
		Jeffery D. Johnson
		Chief Executive Officer

Cuentas Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits