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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): August 18, 2023
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 |
|
|
CUENW |
|
The Nasdaq Stock Market LLC |
Item 3.01 Notice of Delisting
or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On August
18, 2023, Cuentas Inc.(Nasdaq: CUEN) (“the “Company”) received a deficiency letter from Nasdaq Regulation stating that
based upon its Quarterly Report on Form 10-Q for the period ended June 30, 2023 which reported shareholders’ equity of $1,471,000,
the Company was not in compliance with Nasdaq Marketplace Rule 5550(b)(1) which
requires the Company to maintain shareholders’ equity of not less than $2,500,000 for continued listing on The Nasdaq Capital Market.
Under Nasdaq Rules the Company has until October 2,
2023 (45 calendar days) to submit a plan to regain compliance. If its plan is accepted, Nasdaq can grant an extension of up to 180 calendar
days from the date of the deficiency letter to evidence compliance. In determining whether to accept the Company’s plan, Nasdaq
will consider such things as the likelihood that the plan will result in compliance with Nasdaq’s continued listing criteria, the
Company’s past compliance history, the reasons for the Company’s current non-compliance, other corporate events that may occur
within the review period, the Company’s overall financial condition and its public disclosures.
After Nasdaq reviews the plan, it will contact the
Company if it has any questions or comments and will provide the Company written notice of its decision. If Nasdaq does not accept the
Company’s plan, the Company will have the opportunity to appeal that decision to a Hearings Panel.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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: August 18, 2023 |
By: |
/s/ Arik Maimon |
|
|
Arik Maimon |
|
|
Chief Executive Officer |
3
Exhibit 10.1
By Electronic Delivery to: arik@cuentas.com; morenstein@egsllp.com
August 18, 2023
Mr. Shalom Arik Maimon
Interim Chief Executive Officer
Cuentas, Inc.
235 Lincoln Rd., Suite 210
Miami Beach, FL 33139
Re: |
Cuentas, Inc. (the “Company”) |
|
|
Nasdaq Symbol: CUEN |
|
Dear Mr. Maimon:
I am following up on a recent telephone conversation with Mark
Orenstein, Ellenoff Grossman & Schole LLP, in which I explained that companies listed on the Nasdaq Capital Market
(the “Capital Market”) are required to maintain a minimum of $2,500,000 in stockholders’ equity for continued
listing.1 Since your Form 10-Q for the period ended June 30, 2023 reported stockholders’ equity of $1,471,000, and
as of August 17, 2023, the Company does not meet the alternatives of market value of listed securities or net income from continuing
operations, the Company no longer complies with our Listing Rule (the “Rule”).2
Under our Rules the Company has 45 calendar days
to submit a plan to regain compliance. If your plan is accepted, we can grant an extension of up to 180 calendar days from the date of
this letter to evidence compliance. Your plan should be as definitive as possible, addressing any issues that you believe would support
your request for an extension. You are encouraged to provide any relevant documentation, including but not limited to financial projections,
agreements, offering circulars, letters of intent and contracts and the timeline to complete your plan.3
In determining whether to accept your plan, we
will consider such things as the likelihood that the plan will result in compliance with Nasdaq’s continued listing criteria, the
Company’s past compliance history, the reasons for the Company’s current non-compliance, other corporate events that may occur
within our review period, the Company’s overall financial condition and its public disclosures. Therefore, it would be helpful if
your plan addresses each of these points.
| 2 | In a situation where an Issuer does not comply with the minimum
$2.5 million, shareholders’ equity criteria of the Capital Market, Staff will determine if the Company has a market value of listed
securities of $35 million, or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two
of the last three most recently completed fiscal years. For your convenience we have attached a breakdown of the Capital Market’s
quantitative continued listing requirements. |
| 3 | For additional information with respect to compliance plans
please see attached “Nasdaq Online Resources” when preparing your plan of compliance. |
Mr. Shalom Arik Maimon
August 18, 2023
Page 2
Please email the Company’s compliance plan
to me at ellen.ignacio@nasdaq.com no later than October 2, 2023. After we review the plan, we will contact you if we have any questions
or comments and will provide you written notice of our decision. If we do not accept your plan, you will have the opportunity to appeal
that decision to a Hearings Panel.4
Our Rules require that the Company promptly disclose
receipt of this letter by either filing a Form 8-K, where required by SEC rules, or by issuing a press release. The announcement needs
to be made no later than four business days from the date of this letter and must include the continued listing criteria that the Company
does not meet, and a description of each specific basis and concern identified by Nasdaq in reaching the determination.5 The
Company must also submit the announcement to Nasdaq’s MarketWatch Department.6 If the public announcement is made between
the hours of 7:00 AM and 8:00 PM Eastern Time, the Company must submit the announcement to Nasdaq’s MarketWatch Department at least
ten minutes prior its public release. If the public announcement is made outside of these hours, the Company must submit the announcement
prior to 6:50 A.M. Eastern Time. Please note that if you do not make the required announcement trading in your securities will be halted.7
Finally, Nasdaq makes available to investors a
list of all non-compliant companies, which is posted on our website at listingcenter.nasdaq.com. The Company will be included in
the list beginning five business days from the date of this letter. As part of this process, an indicator reflecting the Company’s
non-compliance will be broadcast over Nasdaq’s market data dissemination network and will also be made available to third party
market data providers.
If you have any questions, please contact me at +1 202 441 5613.
Sincerely,
Ellen Ignacio
Listing Analyst
Nasdaq Listing Qualifications
Enclosures
| 4 | See Listing Rule 5815(a). |
| 5 | Listing Rule 5810(b). See FAQ #428 available on the Nasdaq
Listing Center. |
| 6 | The notice must be submitted to Nasdaq’s MarketWatch Department
through the Electronic Disclosure submission system available at nasdaq.net/ED/IssuerEntry. |
NASDAQ ONLINE RESOURCES
All of our listing information and forms are available electronically
on the Listing Center. In addition to facilitating electronic submission of forms, you can also use the Listing Center to access
Nasdaq’s Reference Library containing hundreds of frequently asked questions and Governance Clearinghouse containing the latest
updates on corporate governance and listing standards.
To help you navigate the deficiency process, we have provided
links to some our most viewed resource materials.
| ● | Board Composition and Committee Requirements |
| ● | Governance Clearinghouse |
| ● | How to Transfer to Nasdaq Capital Market |
| ● | Information about Application of Shareholder Approval
Rules |
| ● | Listing of Additional Shares Process |
| ● | MarketWatch Electronic Disclosure Submissions |
| ● | Reference Library: Frequently Asked Questions, Staff Interpretations
and Listing Council Decisions |
THE NASDAQ CAPITAL MARKET
CONTINUED LISTING REQUIREMENTS
This table identifies the minimum standards for continued listing
on The Nasdaq Capital Market. Each incidence of non-compliance by the Company is denoted with an “X”.
|
|
Equity |
|
Market Value |
|
Net Income |
|
Requirements |
|
Standard |
|
Standard |
|
Standard |
|
Stockholders’ equity |
|
$2.5 million |
X |
|
N/A |
|
|
N/A |
|
|
Market value of listed securities8 |
|
N/A |
|
|
$35 million |
|
X |
N/A |
|
|
Net income from continuing operations (in the latest
fiscal year or in two of the last three fiscal years) |
|
N/A |
|
|
N/A |
|
|
$500,000 |
X |
|
Publicly held shares9 |
|
500,000 |
|
|
500,000 |
|
|
500,000 |
|
|
Market value of publicly held shares |
|
$1 million |
|
|
$1 million |
|
|
$1 million |
|
|
Bid price |
|
$ 1 |
|
|
$ 1 |
|
|
$ 1 |
|
|
Public holders10 |
|
300 |
|
|
300 |
|
|
300 |
|
|
Market makers11 |
|
2 |
|
|
2 |
|
|
2 |
|
|
Corporate governance |
|
Yes |
|
|
Yes |
|
|
Yes |
|
|
| 8 | The term, “listed securities”, is defined as “securities
listed on NASDAQ or another national securities exchange.” |
| 9 | Publicly held shares is defined as total shares outstanding,
less any shares held directly or indirectly by officers, directors or any person who is the beneficial owner of more than 10% of the
total shares outstanding of the company. |
| 10 | Total shareholders include both holders of beneficial interest
and holders of record. |
| 11 | An electronic communications network (ECN) is not considered
a market maker for the purpose of these rules. |
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|
Entity Registrant Name |
Cuentas Inc.
|
Entity Central Index Key |
0001424657
|
Entity Tax Identification Number |
20-3537265
|
Entity Incorporation, State or Country Code |
FL
|
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235 Lincoln Rd.
|
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Suite 210
|
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Miami Beach
|
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|
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Grafico Azioni Cuentas (NASDAQ:CUEN)
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