Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

World Mobile Media Group LLC joint venture (January 7, 2026).

On January 7, 2026, Cuentas, Inc. (the "Company") entered into a Limited Liability Company Agreement ("LLC Agreement") with Tummo Road LLC ("Tummo") as members of World Mobile Media Group LLC (the "JV" or the "Company LLC"), a Delaware limited liability company (World Mobile Media Group LLC) which the parties intend to form by filing a certificate of formation by January 21, 2026. The JV is intended to operate an internet-delivered "over-the-top" media and digital content platform and will operate publicly as "World Mobile Media" or "WMM," including a continuous programming channel known as "WMM 24/7."

The Company will hold a 51% membership interest and Tummo will hold a 49% membership interest.

Under the LLC Agreement, the Company will designate one (1) individual and Tummo will designate one (1) individual to serve as the two "Managing Members," who will jointly manage the JV's day-to-day operations.  Certain major actions require prior written consent of members holding at least 66 2/3% of the membership interests, including specified mergers, acquisitions, dissolutions, or certain dispositions/licenses of company assets (as described in the agreement) and changes to allocations/distributions or tax treatment.

Net income and loss are allocated 51% to the Company and 49% to Tummo, and the agreement states that the determination of net income and loss for each quarterly fiscal period (and related financial statements) will be subject to review and approval by the Company's Board of Directors prior to final allocation. The JV is also required to provide members unaudited quarterly financial statements within 30 days of quarter-end and audited annual financial statements within 90 days of year-end, and to maintain records accessible electronically to members.

The agreement includes restrictions on transfers of membership interests (generally requiring the other member's prior written consent), and provides for dispute resolution through mediation followed by binding, expedited arbitration administered by the American Arbitration Association in Dover, Delaware.

The agreement also states that Tummo "shall assist to coordinate a Securities Purchase Agreement for a total $400,000 in cash, payable to Cuentas, of which $150,000 will be made available to World Mobile Media Group LLC."

The foregoing description of the LLC Agreement is qualified in its entirety by reference to the full text of the agreement filed as an exhibit to this Current Report on Form 8-K.