Cuentas Inc 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐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) 20-3537265 235 Lincoln Rd., Suite 210, Miami Beach, FL 33139(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 if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the 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. Accelerated filer☐Smaller reporting company☒Emerging growth company☐ Large accelerated filerNon-accelerated filer 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 registered public 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☒ Since the registrant’s common stock was not eligible for trading as of June 30, 2025, the last day of the registrant’s most recentlycompleted second fiscal quarter, the Company is unable to determine the aggregate market value of the common stock held by non-affiliates as of that date. As of June 30, 2025, there were outstanding 2,730,058 shares of common stock, 1,756,070 of which were heldby non-affiliates. The number of shares of Common Stock, $0.001 par value, outstanding on March 29, 2026 was 9,710,598 shares 3,721,795 of whichwere held by non-affiliates. TABLE OF CONTENTS PART I Item 1.Business1Item 1A.Risk Factors8Item 1B.Unresolved Staff Comments16Item 1C.Cybersecurity15Item 2.Properties16Item 3.Legal Proceedings16Item 4.Mine Safety Disclosures17 PART II Item 5.Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of EquitySecurities18Item 6.[Reserved]21Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations21Item 7A.Quantitative and Qualitative Disclosures About Market Risk27Item 8.Financial Statements and Supplementary Data27Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure28Item 9AControl and Procedures28Item 9B.Other Information29Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections29 PART III Item 10.Directors, Executive Officers and Corporate Governance30Item 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 Accountin