Cuentas Inc NT 10-Q, filed Nov 15, 2023
Cuentas Inc. (CUEN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 001-39973
(Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form10-Q ☐ Form 10-D ☐ Form N CEN ☐ Form N-CSR
| For Period Ended: September 30, 2023 | ||
| ☐ | Transition Report on Form 10-K | |
| ☐ | Transition Report on Form 20-F | |
| ☐ | Transition Report on Form 11-K | |
| ☐ | Transition Report on Form 10-Q | |
| For the Transition Period Ended: ____________ | ||
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A
PART I – REGISTRANT INFORMATION
| Cuentas Inc. |
| Full Name of Registrant |
| N/A |
| Former Name, if Applicable |
| 235 Lincoln Rd., Suite 210 |
| Address of Principal Executive Office (Street and Number) |
| Miami Beach, FL, 33139 |
| City, State and Zip Code |
PART II – RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| (a) | The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | |
| ☒ | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| (c) | The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III – NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attached Extra Sheets if Needed)
Cuentas Inc. (the “Company”) has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023 (the “Quarterly Report”) by November 14, 2023 as the review process of the financial statements could not be completed by the prescribed filing date. The Company anticipates that it will file the Quarterly Report no later than the fifth calendar day following the prescribed filing date.
PART IV – OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification: |
| Arik Maimon | (800) | 611-3622 | ||
| (Name) | (Area Code) | (Telephone Number) |
| (2) |
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
☒ Yes ☐ No |
| (3) |
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
☒ Yes ☐No |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
Explanation:
The Company estimates a decrease in total revenues for the nine months ended September 30, 2023 compared to the corresponding period of 2022. Net loss for the nine months ended September 30, 2023 compared to the corresponding period of 2022, is estimated to decrease mainly due to a decrease in Company's Selling, General and Administrative expenses especially due to decrease in officer compensation, share based compensation and selling and marketing expenses.
All estimates contained in this report are subject to change as management completes the Form 10-Q. A review of the quarterly financial statements could result in material changes to these ranges and estimates.
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Cuentas Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 15, 2023 | By: | /s/ Arik Maimon |
| Arik Maimon | ||
| Interim Chief Executive Officer |
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