The Florida-based company is leaning on two new joint ventures and a fresh OTCQB listing as it works to overcome going-concern doubts and rebuild its consumer business.

April 27, 2026

Cuentas, Inc., a Miami Beach-based communications and entertainment company, reported no revenue for the full year ended December 31, 2025, in its annual report submitted to the U.S. Securities and Exchange Commission. The disclosure caps a year of sweeping restructuring during which the company exited the real estate sector, divested operational control of its legacy fintech platform, and reorganized around two newly formed joint ventures targeting mobile telecommunications and digital entertainment.

The company, which trades under the ticker CUEN on the OTCQB marketplace, generated zero dollars in revenue during 2025, compared with $676 the year prior. Management attributed the drop primarily to the wind-down of a wholesale telecommunications agreement with Next Communications Inc., a related party controlled by Cuentas Chairman and Chief Executive Officer Arik Maimon. Despite the absence of top-line sales, Cuentas trimmed its net loss to roughly $1.57 million from approximately $3.31 million in 2024, with selling, general and administrative expenses holding steady at about $1.89 million.

Going-Concern Warning

The auditor flagged substantial doubt about the company’s ability to continue as a going concern, citing recurring operating losses, an accumulated deficit of approximately $59.83 million, negative working capital of around $4.07 million, and only $57,000 in cash and cash equivalents on the balance sheet at year-end. Cuentas has historically funded its operations through sales of common stock, and management indicated it plans to continue raising capital through private equity and capital markets transactions to underwrite future activity.

A New Strategic Direction

The most significant strategic shift outlined in the document is the formation of two joint ventures intended to reposition Cuentas as an integrated mobile-first consumer platform. In April 2025, the company partnered with United Kingdom-based World Mobile Group Ltd. to form World Mobile LLC, a Delaware limited liability company structured as a mobile virtual network operator, or MVNO. Cuentas holds a 51 percent membership interest in the venture, while World Mobile Group holds the remaining 49 percent and serves as the sole managing member. World Mobile Group contributed $300,000 in capital, while Cuentas contributed its MVNO rights, including a reseller services agreement with UVNV, Inc., which operates under the PLUM brand.

Profit and loss allocations for the venture skew heavily toward World Mobile Group, with 85 percent of distributions going to the partner and 15 percent to Cuentas. However, a side letter executed in May 2025 inverted this split for certain Cuentas-branded mobile products, giving Cuentas the 85 percent share for those product lines. Through the joint venture, Cuentas plans to offer mobile voice, text, and data services, along with VPN-enabled connectivity. The company described the partner’s underlying technology as a decentralized telecom model leveraging a blockchain-based system known as the World Mobile Chain, with more than 100,000 access points called AirNodes reportedly deployed globally and roughly 3 million daily active users across markets including Tanzania, Kenya, Mozambique, Nigeria, the Philippines, and the United States.

In a separate transaction in January 2026, Cuentas formed World Mobile Media Group LLC alongside Tummo Road LLC, with Cuentas again holding 51 percent and Tummo holding 49 percent. The venture, which will operate under the World Mobile Media or WMM brand, is intended to deliver an over-the-top streaming media platform combining:

• Licensed and original content
• Live events and creator-driven programming
• Pay-per-minute and pay-per-event live experiences
• Free, ad-supported on-demand programming

Net income and losses for that venture will be split 51 percent to Cuentas and 49 percent to Tummo. The company has indicated it plans to begin live marketing of entertainment offerings during the second quarter of 2026.

Distribution Deals and Partner Activations

Cuentas reported several distribution agreements signed during the reporting period and shortly after year-end. In November 2025, World Mobile LLC entered into a three-year distribution arrangement with International Communications 015 Ltd., an Israeli telecommunications operator doing business as Hallo 015. Under the deal, Hallo 015 received non-exclusive worldwide rights to distribute the company’s eSIM products through its retail and online channels, with an initial purchase order covering 1,000 eSIMs at $15 per month per unit. A subsequent service agreement signed in March 2026 expanded the relationship to provide integrated cellular service for Hallo 015 subscribers visiting or residing in the United States.

Real Estate Exit and Fintech Restructuring

The company also completed its exit from the real estate sector during 2025. In May, Cuentas sold its 63.9 percent equity interest in Brooksville Development Partners LLC, the entity that owned a parcel in Brooksville, Florida, for $800,000. Proceeds from the sale were directed by an escrow agent to settle obligations totaling roughly $1.13 million owed to four creditors, with the company resolving those debts for an actual cost of approximately $666,000.

Separately, Cuentas restructured its legacy fintech operations by entering into a separation agreement with co-founder Michael De Prado in September 2025. Under the arrangement, the company paid Mr. De Prado $110,000 in cash and issued two secured promissory notes — one for $473,000 carrying 2 percent interest and another for $200,000 — both collateralized by a first-priority security interest in the company’s non-MVNO fintech assets. Cuentas also granted Mr. De Prado a 16-month license to use those assets, which were placed in escrow with a third-party law firm pending the potential exercise of conversion rights tied to the notes. Management explained that the move was driven by limited financial resources, the high cost of maintaining the fintech platform, and a strategic decision to concentrate capital on the core MVNO and connectivity business.

Listing Status and Capital Activity

The company’s securities have moved through several quotation tiers in recent years. After being delisted from Nasdaq in December 2023 for failing to meet shareholder equity requirements, Cuentas common stock and warrants traded on the over-the-counter market’s Pink tier before being relegated to the Expert Market classification in November 2024 due to delinquent quarterly reports. After bringing its filings current in late 2025, the company secured an upgrade to the OTCQB tier on February 5, 2026, restoring broker-dealer quotations for its common stock. The company’s publicly traded warrants, which had been set to expire in February 2026, were extended through June 30, 2026, under an amended warrant agency agreement.

In February 2026, World Mobile Group converted a $260,000 promissory note into 1,277,018 common shares, equal to roughly 18.5 percent of the company’s outstanding equity. As of late March 2026, Cuentas had approximately 9.7 million shares of common stock outstanding.