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):
(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 | ||
| 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal year
On March 24, 2023, Cuentas, Inc. (the “Company”) effected a one-for-thirteen (1:13) reverse stock split (the “Reverse Stock Split”) of the shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). To effect the Reverse Stock Split, the Company filed with the Florida Secretary of State a Certificate of Amendment to its Amended and Restated Articles of Incorporation (the “Certificate of Amendment”) which became effective as of 12:01 a.m. Eastern Standard Time on Friday, March 24, 2023. The Reverse Stock Split was approved by the Company’s board of directors on March 17, 2023 (stockholder approval was not required to effect the Reverse Stock Split),
As a result of the Reverse Stock Split, every thirteen (13) shares of issued and outstanding Common Stock was automatically combined into one (1) issued and outstanding share of Common Stock, without any change in the par value per share. Fractional shares resulting from the Reverse Stock Split were rounded up to the nearest whole share. Following the Reverse Stock Split, the number of shares of Common Stock outstanding was reduced from 27,116,270 shares to 2,085,961 shares. The Reverse Stock Split also resulted in a proportional adjustment to the number of shares of common stock issuable upon exercise of the Company's outstanding equity awards and warrants (reduced by a factor of 13) and a corresponding adjustment to the exercise prices of such securities (increased by a factor of 13) such that the aggregate exercise price for all outstanding equity awards and warrants remains unchanged as a result of the Reverse Stock Split. The actual number of warrants issued and outstanding was not adjusted as a result of the Reverse Stock Split (i.e., each one (1) warrant will be exercisable into one-thirteenth of a share of common stock following the Reverse Stock Split). The number of shares authorized for issuance under the Company’s charter remains unchanged.
The Company’s transfer agent, Olde Monmouth Stock Transfer Co., Inc., is the Company’s transfer agent and will correspond with stockholders of record if they would like to exchange their certificate for a new certificate representing the post-split share amount. Registered stockholders holding pre-split shares of the Company's common stock electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such broker's particular processes, and will not be required to take any action in connection with the Reverse Stock Split. The Common Stock has begun trading on a reverse stock split-adjusted basis as of March 24, 2023.
The forgoing description of the Certificate of Amendment does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Certificate of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation. | |
| 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: March 30, 2023 | By: | /s/ Shalom Arik Maimon |
| Shalom Arik Maimon | ||
| Interim Chief Executive Officer | ||
2
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CUENTAS INC.
Cuentas Inc. (the “Corporation”), a corporation duly organized and existing under the Business Corporation Act of the State of Florida (the “FBCA”), does hereby certify that:
| 1. | The name of the Corporation is: Cuentas Inc. |
| 2. | The board of directors of the Corporation (the “Board”) duly adopted a resolution proposing and declaring advisable an amendment to its Articles of Incorporation to effect a reverse stock split of the Company’s common stock, $0.001 par value per share (the “Common Stock”) at a ratio of not less than one-for-five (1:5) and not more than one-for-twenty (1:20) to be determined by the Board in its discretion, without any further action by shareholders, or to not proceed with a reverse stock split if it determines that a reverse stock split is no longer in the best interest of the Company and its shareholders. |
| 3. | That upon effectiveness of this Certificate of Amendment (the “Split Effective Time”), each share of Common Stock issued and outstanding immediately prior to Split Effective Time shall be automatically changed and reclassified into a smaller number of shares such that each thirteen (13) shares of issued Common Stock immediately prior to the Split Effective Time is reclassified into one (1) share of Common Stock. Notwithstanding the immediately preceding sentence, there shall be no fractional shares issued and, in lieu thereof, a holder of Common Stock on the Split Effective Time who would otherwise be entitled to a fraction of a share as a result of the reclassification, following the Split Effective Time, shall receive a full share of Common Stock upon the surrender of such shareholders’ old stock certificate. No shareholders will receive cash in lieu of fractional shares. |
| 4. | The aforesaid amendment was duly adopted by the Board on March 17, 2023 in accordance with the applicable provisions of Section 607.0821 of the FBCA. No stockholder action was required to approve the corporate action. |
| 5. | This Certificate of Amendment to the Amended and Restated Certificate of Incorporation shall be effective as of 12:01 a.m. Eastern time on March 24, 2023. |
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE FOLLOWS]
IN WITNESS WHEREOF, Cuentas Inc. has caused this Certificate to be executed by its duly authorized officer on this 22nd day of March, 2023.
|
CUENTAS INC.
| ||
| By: | /s/ Arik Maimon | |
| Name: Arik Maimon | ||
| Title: Chairman of the Board | ||