Current Report Filing (8-k)
February 05 2019 - 4:36PM
Edgar (US Regulatory)
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): February 5, 2019 (January 29, 2019)
Cuentas
Inc.
(Exact
name of registrant as specified in its charter)
Florida
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333-148987
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20-3537265
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(State
or other jurisdiction of
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(Commission
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(I.R.S.
Employer
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incorporation
or organization)
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File
Number)
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Identification
Number)
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19
W. Flagler St., Suite 902
Miami,
FL
(Address
of principal executive offices)
33130
(Zip
Code)
(800)
611-3622
(Registrant’s
telephone number, including area code)
Cuentas
Inc.
(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:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
8.01 Other Events.
On
January 29, 2019, United States Bankruptcy Court Southern District of Florida Miami Division approved a plan whereby Cuentas Inc.
would be able to reduce a debt of $3 million by paying $600,000 to a specific creditor.
On
January 30, 2019, United States Bankruptcy Court Southern District of Florida Miami Division approved a Plan of Reorganization
for Next Communications, Inc., an independent company controlled and/or owned by individuals that either are significant owners
(10% or greater) in Cuentas and/or are officers in Cuentas, Inc.
ORDER
GRANTING DEBTOR’S ORE TENUS MOTION TO APPROVE COMPROMISE OF $3.0 MILLION RECEIVABLE DUE FROM NEXT GROUP HOLDINGS INC.
THIS
MATTER came before the Court for hearing on January 22, 2019 at 1:30 p.m. upon the Debtor’s ore tenus Motion to Approve
Compromise of the $3.0 million receivable due to the Debtor from Next Group Holdings, Inc. (“NGH), an affiliate of the Debtor
through partial common ownership. For the reasons proffered on the record by Arik Maimon, the Chief Operating Officer for the
Debtor, received without objection, the compromise will allow NGH to fund the $600,000 payment to the Debtor and to further grow
NGH operations, the compromise will not affect the distributions to Classes 2 and 3 under the Plan, and will allow the Debtor
to fund the settlement payment to 100 NWT as amended under the Plan.
Accordingly,
it is ORDERED that:
1.
The ore tenus Motion is GRANTED.
2.
The Debtor is authorized to compromise the $3.0 million receivable due to the Debtor from NGH as follows:
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a.
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On
or before 90 days from entry of the Order, NGH shall deposit $600,000.00 in cleared funds into the trust account of counsel for
the Debtor. Upon receipt, $550,000 shall be promptly disbursed by counsel for the Debtor to the trust account of Genovese Joblove
Battista, counsel for 100 NWT, and the remaining $50,000.00 shall be retained to be used as needed to fund the Plan or administrative
expenses including deferred fees of counsel for the Debtor.
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b.
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Upon
written confirmation from counsel for the Debtor to NGH and counsel for 100 NWT that the $600,000.00 has been deposited in cleared
funds in the trust account, the $3.0 million receivable due from NGH to the Debtor shall be satisfied and extinguished in full
without further Order of the Court. At such time, the Debtor is authorized to execute an appropriate release to NGH of all indebtedness.
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In
re: NEXT COMMUNICATIONS, INC. (Debtor), Case No. 16-26776-RAM Chapter 11
On
January 30, 2019, United States Bankruptcy Court Southern District of Florida Miami Division approved the ORDER CONFIRMING DEBTOR’S
SECOND AMENDED PLAN OF REORGANIZATION AND SETTING POST-CONFIRMATION HEARING
A
copy of this Order is included as it completes the reorganization of Next Communications, Inc. and provides the vehicle by which
Cuentas can reduce its debt by a net $2.4 million.
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Item
9.01
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Financial
Statements and Exhibits.
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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.
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CUENTAS
INC.
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Date:
February 4, 2019
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By:
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/s/
Arik
Maimon
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Arik
Maimon
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Chief
Executive Officer
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