Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

World Mobile financings (Sept. 22 and Oct. 1, 2025).

On September 22, 2025 and October 1, 2025, Cuentas, Inc. (the "Company") entered into two Convertible Note Purchase Agreements with World Mobile Group Ltd. (the "Investor") for aggregate principal of $385,000 (the "WM Notes"). The first agreement provided for $260,000 of notes (Sept. 22, 2025) and the second provided for $125,000 of notes (Oct. 1, 2025). The WM Notes are convertible into shares of the Company's common stock pursuant to their terms. Closings occurred on the agreement dates. As conditions to closing, the Company agreed to deliver an irrevocable transfer-agent instruction letter and to provide a customary reserve of shares for conversions. The September 22 agreement also provides the Investor the right to designate one director to the Company's board so long as the Investor and its affiliates beneficially own at least 5% of the Company, and it grants certain protective approval rights tied to covenants and event-of-default actions under the notes. The Company agreed to use part of the proceeds to (i) pay $110,000 to Michael De Prado in connection with his separation, and (ii) fund professional fees to bring SEC reporting current; the October 1 agreement states proceeds will be applied to the "Plum Contract."

Separation and financing arrangements with Michael De Prado (Sept. 18, 2025).

On September 18, 2025, the Company and Mr. De Prado executed a Confidential Separation Agreement and related financing documents. In connection with his departure, the Company agreed to pay $110,000 in cash and issued two secured promissory notes to Mr. De Prado: (i) Note One in the principal amount of $473,000, bearing interest at 2.0% per annum, maturing upon the earlier of (A) a qualified financing of at least $2,000,000 or (B) one year from issuance (default interest 18%); and (ii) Note Two in the principal amount of $200,000, maturing on the first anniversary of issuance, with the holder's exclusive option at maturity to require either cash payment of all outstanding principal and accrued interest or the transfer by the Company, via certificate of sale, of all non-telecom/MVNO assets that comprise the Company's Fintech division (no cash interest unless default; 8% default interest). Each De Prado note is secured by a first-priority security interest in the Company's Fintech (non-MVNO) assets pursuant to separate security agreements. Mr. De Prado has the right to convert up to 50% of his $473,000 note to CUEN shares at $0.42 per share.

Fintech license.

Also on September 18, 2025, the Company entered into a 16-month license with Mr. De Prado granting use and access to the Fintech assets (as detailed in Schedule A) with those assets to be held in escrow by AM Law until the Note Two option is exercised. MVNO assets are expressly excluded. The various agreements with Mr. Michael De Prado were signed on September 18, 2025 but were not fully consummated until October 21, 2025 upon the release of the deliverables from escrow by the escrow agent.

Insider and advisor notes (Oct. 17, 2025).

On October 17, 2025, the Company issued three additional unsecured convertible promissory notes: (i) a note to Shalom Arik Maimon (CEO) in the principal amount of $586,087.62; (ii) a note to Schulman in the principal amount of $112,900.11; and (iii) a note to AM Law in the principal amount of $308,000. Each bears interest at 2% per annum with 6% default interest and is voluntarily convertible at the holder's option into common stock at $0.42 per share; the notes also provide piggyback registration rights. Shalom Arik Maimon has issued an order to the Transfer Agent to convert 50% of his $586,087.62 note, equal to $293,043.81 to CUEN common shares at $0.42 per share, yielding 697.723 common share of CUEN. AM Law has issued an order to the Transfer Agent to convert 50% of its $308,000 note, equal to $154,000 to CUEN shares at $0.42 per share, yielding 366,666 common share of CUEN.