Cuentas Inc 8-K, filed Jul 12, 2024
Cuentas Inc. (CUEN)
About this 8-K
Cuentas Inc filed this 8-K on July 12, 2024, reporting on events of June 17, 2024.
Items reported
- Item 1.02: Ended a material agreement
- 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 12, 2024 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer | ||
| incorporation or organization) | 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 | ||
| The Stock Market LLC | ||||
| The Stock Market LLC |
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 1.02 Termination of a Material Definitive Agreement.
On June 17, 2024, Cuentas, Inc. (“Cuentas”) was advised that the Buyer of the “Brooksville Property” located at 19200 Cortez Boulevard, Brooksville, Florida 34601 was still interested to structure a deal to acquire the property and develop it but need additional time to complete this process. On June 19, 2024, Cuentas was advised by Brooksville Development Partners, LLC (“Company”) that the contract for the sale of the “Brooksville Property” located at 19200 Cortez Boulevard, Brooksville, Florida 34601 was terminated by the Buyer on June 7, 2024 as this was the final date for return of their refundable escrow deposit. On July 11, 2024, Cuentas received definitive notice that the Buyer was no longer able to commit to purchase the property.
The property was originally purchased April 28, 2023 for $5.05 Million and was under contract to be sold for $7.2 Million. Cuentas contributed $2 million to the original purchase price and almost $65k towards engineering expenses. The $3.05 million mortgage with Republic Bank of Chicago was amended and restated on January 27, 2024 for $3.055 million. Additionally, a $500,000 Loan Extension Agreement was executed between the Company and ALF Trust u/a/d 09/28/2023 to ensure the Promissory Note necessary to fund the interest reserve and fees relating to the Loan Extension Agreement and the working capital needs of the Company.
Brooksville Development Partners, LLC (“Company”) consists of Brooksville Development DE, LLC (the “Class A Member” with 30% Membership Interest), Cuentas Inc, (a “Class B Member” with 63% Membership Interest) and Brooksville FL Partners, LLC, (a “Class B Member” with 7% Membership Interest), collectively the “Members”.
Cuentas is not restricted at this time to offer the property to other potential buyers and/or developers.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 10.1 | Letter of Termination from Buyer to Company. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
1
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 12, 2024 | By: | /s/ Shalom Arik Maimon |
| Shalom Arik Maimon | ||
| Chief Executive Officer | ||
2
Exhibit 10.1
| June 7, 2024 |
VIA EMAIL
Brooksville Development Partners, LLC
Two Northfield
Plaza, Suite 320
Northfield, IL 60093
Attn: Alex Zdanov
Email: EMAIL REDACTED
Ruchim & Hudson, P.C.
3000 Dundee Road
Suite 415
Northbrook, IL 60062
Attn: Mitchell Ruchim
Email: EMAIL REDACTED
Chicago Title Insurance Company
5215 Old Orchard Rd #400
Skokie, IL 60077
Attn.: Alisa Habibovic
Phone: PHONE REDACTED
Email: EMAIL REDACTED
| Re: | Purchase and Sale Agreement between Brooksville Development Partners, LLC, a Florida limited liability company (“Seller”), and Terwilliger Brothers Residential LLC, a Florida limited liability company (“Buyer”), dated effective as of April 9, 2024 (the “Agreement”) |
Dear All:
As you know, this firm represents Buyer in connection with the above referenced Purchase Agreement. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
Buyer hereby terminates the Purchase Agreement pursuant to Section 4 thereof. Buyer will provide Escrow Agent with instructions for the return of the Deposit under separate cover.
Please contact me in the event you have any questions.
| Very truly yours, | |
| /s/ Mathew S. Poling | |
| Mathew S. Poling |
TAMPA Tel: 813.223.7474 Fax: 813.229.6553 |
ST. PETERSBURG Tel: 727.896.7171 Fax: 727.820.0835 | |
101 E. KENNEDY BOULEVARD TAMPA, FL 33602 |
WWW.TRENAM.COM |
200 CENTRAL AVENUE ST. PETERSBURG, FL 33701 |