Cuentas Inc 8-K, filed Jul 29, 2022
Cuentas Inc. (CUEN)
About this 8-K
Cuentas Inc filed this 8-K on July 29, 2022, reporting on events of July 25, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July
29, 2022 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (Commission | (I.R.S. Employer | ||
| incorporation or organization) | File Number) | Identification Number) |
(Address of principal executive offices)
(Zip Code)
(Registrant’s telephone number, including area code)
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 obligation of the Company 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)) |
Securities registered under Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 25, 2022, Edward Maldonado tendered his resignation as member of the board of directors of the Company. Mr. Maldonado resigned after CIMA Telecom, shareholder of Cuentas with right to appoint one director, requested that its appointed Board Member withdraw from the Board as a Director..
Item 9.01. Financial Statements and Exhibits.
| Exhibit 10.1 | Resignation letter of Mr. Edward Maldonado, Dated July 25, 2022. |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document) |
SIGNATURE
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. | ||
| Date: July 29, 2022 | By: | /s/ Jeffery D. Johnson |
| Jeffery D. Johnson | ||
| Chief Executive Officer | ||
Exhibit 10.1
Dated: Monday, July 25, 2022
Miami, Florida
Sent via Email
| TO: | |
| Cuentas, Inc. (the “Company”) | |
| 235 Lincoln Rd., Suite 210, | |
| Miami Beach, FL 33139 | |
| Attn: Arik Maimon, Executive Chairman of Board of Directors | |
| And Esteemed Board of Directors | |
| In RE: | Notice of Immediate Resignation from Board of Directors, Edward A. Maldonado (Director) |
Dear Mr. Executive Chairman and Board:
I have met with shareholder CIMA Telecom, Inc. (CIMA), who has authorized the following action, to which both CIMA and I agree as to being necessary at this time. Today, CIMA requested that its appointed Board Member withdraw from the Board as a Director.
Therefore, as the appointed Director of shareholder CIMA Telecom, Inc., I hereby give the notice to the Executive Chairman of the Board of Directors and the Board of Directors of Cuentas, Inc. (NASDAQ: CUEN & CUENW) as follows:
| · | Effective immediately, this Monday July 25. 2022, I Edward A Maldonado do hereby resign my position as the appointed Director of shareholder CIMA Telecom, Inc. on the Cuentas, Inc Board of Directors. |
| · | I respectfully request that the management of Cuentas, Inc. take all necessary steps to record my resignation on this date on all internal and public documents and filings. Also please remove my email from Board circulation lists going forward. |
| · | Any pending board governance items or side letter matters/notices may be directed to CIMA Telecom or its legal counsel. |
On a personal note, to the management and Board members, and most particularly to the Independent Board members, it has been a pleasure to meet, know and work with you all.
I wish you the best. Thank you and,
Respectfully Submitted,
Edward A. Maldonado
Outgoing appointed Director
For shareholder CIMA Telecom, Inc.