Cuentas Inc 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ Commission File Number:001-39973 CUENTAS, INC.(Exact name of Registrant as specified in its charter) Florida20-3537265(State or Other Jurisdiction ofIncorporation or Organization)(I.R.S. EmployerIdentification No.) 235 Lincoln Rd.,Suite 210,Miami Beach,FL33139(Address of principal executive offices) 305-537-6832(Registrant’s telephone number) Securities registered pursuant to Section 12(b) of the Act:None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par valueWarrants Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90days.Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that theregistrant was required to submit such files).Yes☐No☒ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of June 30, 2024, the last day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of thecommon stock held by non-affiliates was $361,644based on 1,850,791_ shares of common stock outstanding held by non-affiliatesand a price of $0.1954 per share, the closing sales price of the common stock on June 30, 2024, as reported by OTC The number of shares of Common Stock, $0.001 par value, outstanding on March 29, 2025 was2,730,058shares. TABLE OF CONTENTS PART I Item 1.Business1Item 1A.Risk Factors8Item 1B.Unresolved Staff Comments17Item 1C.Cybersecurity16Item 2.Properties17Item 3.Legal Proceedings17Item 4.Mine Safety Disclosures18 PART II Item 5.Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of EquitySecurities19Item 6.[Reserved]22Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations22Item 7A.Quantitative and Qualitative Disclosures About Market Risk28Item 8.Financial Statements and Supplementary Data28Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure29Item 9AControl and Procedures29Item 9B.Other Information30Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections30 PART III Item 10.Directors, Executive Officers and Corporate Governance31Item 11.Executive Compensation34Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters38Item 13.Certain Relationships and Related Transactions, and Director Independence39Item 14.Principal Accounting Fees and Services40 PART IV Item 15.Exhibits, Financial Statement Schedules41Item 16.Form 10-K Summary44 SPECIAL NOTE As used in this Annual Report on Form 10-K (the “Annual Report”), unless the context otherwise requires, the terms “the