WMG converts $260K notes into 18.5% Cuentas stake; gets board veto rights

On February 24, 2026, Cuentas, Inc. (the “Company”) entered into a Confidential Conditional Satisfaction Agreement (the “Satisfaction Agreement”) with Spectrum Intelligence Communications Agency, LLC (“Spectrum”) relating to a judgment entered against the Company in the matter styled Spectrum Intelligence Communications Agency, LLC v. Limecom, Inc., Case No. 2018-027150-CA-01, in the Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida. Pursuant to the Satisfaction Agreement, Spectrum agreed to accept $650,000 as full satisfaction of the judgment, consisting of (i) $350,000 in cash and (ii) an equity component valued at $300,000. In connection with the equity component, the Company agreed to issue 600,000 shares of its common stock to Spectrum (or its designee), subject to the terms and conditions set forth in the Satisfaction Agreement.

On March 4, 2026, the Company issued and sold to Janssen the Shares and Warrant referred to in Item 1.01 above, for aggregate gross proceeds of $300,000. The exercise price of the Warrant is $0.42 per share, subject to anti-dilution adjustments.

On February 26, 2026, the Company entered into a Securities Purchase Agreement with P.W. Janssen (“Janssen”), pursuant to which the Company issued and sold to Janssen 714,286 share of the Company’s common stock (the “Shares”), and a five-year warrant to purchase up to 714,286 additional shares of common stock (the “Warrant”) , for aggregate gross proceeds of $300,000 ($0.42 per unit).

On February 25, 2026, World Mobile Group Ltd. (“WMG”) converted promissory notes of Cuentas, Inc. (the “Company”) in the principal amount of $260,000 (the “WMG Notes”) into 1,277,018 shares of the Company’s common stock, representing approximately 18.5% of the Company’s outstanding shares of common stock.

On February 26, 2026, the Company entered into a Securities Purchase Agreement with P.W. Janssen (“Janssen”), pursuant to which the Company issued and sold to Janssen 714,286 share of the Company’s common stock (the “Shares”), and a five-year warrant to purchase up to 714,286 additional shares of common stock (the “Warrant”) , for aggregate gross proceeds of $300,000 ($0.42 per unit).

On February 24, 2026, Cuentas, Inc. (the “Company”) entered into a Confidential Conditional Satisfaction Agreement (the “Satisfaction Agreement”) with Spectrum Intelligence Communications Agency, LLC (“Spectrum”) relating to a judgment entered against the Company in the matter styled Spectrum Intelligence Communications Agency, LLC v. Limecom, Inc., Case No. 2018-027150-CA-01, in the Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida.

On March 1, 2026, the Company entered into a Side Letter (the “Side Letter”) with World Mobile Group Ltd. (“WMG”) in connection with and as a side arrangement to the Convertible Note Purchase Agreement and convertible promissory notes previously issued by the Company to WMG.