Current Report Filing (8-k)
June 27 2022 - 5:01PM
Edgar (US Regulatory)
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2022-06-21
2022-06-21
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2022-06-21
2022-06-21
0001424657
CUEN:WarrantsEachExercisableForOneShareOfCommonStockMember
2022-06-21
2022-06-21
iso4217:USD
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iso4217:USD
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UNITED STATES
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): June
21, 2022
Cuentas Inc.
(Exact name of registrant as specified in its charter)
Florida |
|
001-39973 |
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20-3537265 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission file number) |
|
(IRS Employer
Identification No.) |
235 Lincoln Rd., Suite 210, Miami Beach, Florida
33139
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area
code: (800) 611-3622
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 obligations of the registrant 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)) |
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
Common Stock, par value $0.001 per share |
|
CUEN |
|
The Nasdaq Stock Market LLC |
Warrants, each exercisable for one share of Common Stock |
|
CUENW |
|
The Nasdaq Stock Market LLC |
Item 3.01 Notice of Delisting or Failure
to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On June 21, 2022, Cuentas, Inc. (the “Company”)
received notice from The NASDAQ Stock Market (“Nasdaq”) indicating that, because the closing bid price for the Company’s
common stock has fallen below $1.00 per share for 31 consecutive business days, the Company no longer complies with the minimum bid price
requirement for continued listing on the Nasdaq Capital Market under Rule 5550(a)(2) of Nasdaq Listing Rules.
Nasdaq’s notice has no immediate
effect on the listing of the Company’s common stock on the Nasdaq Capital Market. Pursuant to Nasdaq Marketplace Rule
5810(c)(3)(A), the Company has been provided an initial compliance period of 180 calendar days, or until December 19, 2022, to regain
compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s common
stock must meet or exceed $1.00 per share for a minimum of 10 consecutive business days prior to December 19, 2022.
If the Company does not regain compliance
by December 19, 2022, the Company may be eligible for an additional grace period. To qualify, the Company would be required
to meet the continued listing requirements for market value of publicly held shares and all other initial listing standards for the Nasdaq
Capital Market, with the exception of the minimum bid price requirement, and provide written notice of its intention to cure the minimum
bid price deficiency during the second compliance period. If the Company meets these requirements, the Nasdaq staff will grant
an additional 180 calendar days for the Company to regain compliance with the minimum bid price requirement. If the Nasdaq staff determines
that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible for such additional compliance period,
Nasdaq will provide notice that the Company’s common stock will be subject to delisting. The Company would have the right
to appeal a determination to delist its common stock, and the common stock would remain listed on the Nasdaq Capital Market until the
completion of the appeal process.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
104 |
Cover Page Interactive Data File (embedded within Inline XBRL document) |
SIGNATURES
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. |
|
|
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Dated: June 27, 2022 |
By: |
/s/ Jeffery D. Johnson |
|
|
Jeffery D. Johnson |
|
|
Chief Executive Officer |
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