Cuentas, Inc. (Nasdaq: CUEN & CUENW) ("Cuentas"), developer of
an alternative financial ecosystem to the underbanked, today signed
a letter of intent to acquire control of WHEN Group (World Health
Energy Holdings, Inc. – OTC Pink: WHEN), pending Nasdaq and
shareholder approval and other specified conditions, through a
share exchange with WHEN’s principal shareholder, leaving Cuentas
uniquely debt-free and well positioned to grow its mobile and
FinTech lines.
The WHEN Group was founded by Israeli engineers
and international professionals with deep background in Cyber
security and data threat remediation in both government and private
sectors. From business and personal privacy to fin-tech security,
WHEN has been developing solutions that utilize advanced pattern
recognition and AI to create a security screening environment that
can detect and defend against a range of threats and attacks on
telecom, banking, and other communication infrastructure.
Upon closing of the acquisition, Cuentas intends to begin
integrating WHEN’s portfolio of Cyber Security solutions into the
Cuentas Mobile Platform as well as offering WHEN’s advanced
solutions to Cuentas’ fintech partners.
This move comes on the heels of new global
conflicts from Ukraine to Israel, conflicts which have increasingly
brought to light the dangers that are threatening our global
digital infrastructure systems. These threats extend beyond
governments to families and individuals. According to a recent
report by the Red Cross, “There is no escaping the life-changing
and life-endangering impact that digital technologies are having on
people affected by conflict.” Digital threats such as surveillance,
cyber-attacks, misuse of personal data, misinformation and
disinformation are all-pervasive and these risks continue to evolve
rapidly with new technologies such as generative artificial
intelligence (AI) joining an ever-expanding list of digital
dangers.1
1https://blogs.icrc.org/inspired/2023/08/25/digital-dilemmas-immersive-experience-exposes-technology-threats/
Cuentas’ Management has been working with WHEN
to identify immediate opportunities to provide WHEN solutions not
only to the CUENTAS mobile platform, but also to the businesses and
industries that Cuentas serves in the U.S. and around the world.
Additionally, the parties are planning on deploying WHEN’s
proprietary software to protect families concerned with external
cyber threats at home, enabling the monitoring of a child and his
environmental behavioral patterns that will alert parents to
potential tragedies caused by cyberbullying, pedophiles, other
predators, and depression / state of mind.
In consideration of the acquisition of the 75%
stake in WHEN, Cuentas will issue to UCG, Inc. the principal
shareholder of WHEN, such number of common shares of CUEN
which will represent on the date of issuance 50% of Cuentas’ issued
and outstanding capital (on a fully diluted basis), in exchange for
UCG’s stake in WHEN. Subject to the terms of the agreement, WHEN
Group management, including Major Gen. (Ret) Danny Yatom, a former
Director of Israeli Mossad, and current President of WHEN, and
Giora Rosensweig, CEO with major experience in cyber security and
artificial intelligence, will be joining the Cuentas Board of
Directors and Executive Management. While the companies will
initially continue to operate independently, management from both
teams believe the synergies between the companies can pave the way
to even deeper relationships.
“I have known some of the players on the WHEN
team for many years and have always believed that their solutions
could become a standard in communications security for businesses
and families”, said Cuentas Co-Founder and CEO Arik Maimon.
“The world needs what WHEN is developing now more than ever…
and we are going to bring it to them!”
WHEN Group was incorporated as a joint venture
between SG77 and RNA Ltd, which develop and improve cyber security
and cyber monitoring solutions in the B2C and B2B marketplace. WHEN
has recently moved into telecommunications platforms with its
acquisition of CrossMobile, a licensed Telecom (full core mobile
virtual network operator) in Poland, joining a small, rarified
group of licensed telecom operators in the EU. Cuentas
believes that this will provide a powerful proof of concept for the
Company’s planned launch of services into the US.
“We have been heads down focused on created a
state-of-the-art technology platform that defends critical
communications and financial infrastructure against attack and
compromise” said Major Gen. (Ret.) Danny Yatom, President of WHEN
and Former Director of Israeli Mossad. “The proposed transaction
puts us on the world stage and will enable us to bring our
innovations more rapidly to market.”
WHEN’s easy-to-use A.I. and machine learning
driven platform is a holistic solution that integrates with any
system and is fully customizable based on customer needs.
Management believes their solutions address a broad segment
of the fast-growing, multi-billion-dollar cyber security
market.
“We needed to get our solutions in front of major players in the
US and around the world”, stated Giora Rosensweig, CEO of WHEN
Group. “With Cuentas as partners, we see the opportunity to expand
more rapidly across multiple markets and
industries.”https://whengroupinfo.com/
Both Cuentas and WHEN have taken a broad
portfolio approach to their markets, and management teams are
aligned on the notion of building extended platforms, focusing on
new technologies that connect vertical markets. With this
acquisition, Cuentas is extending its platform from connect, to
protect.
“Increasingly, people address the digital world
through their mobile devices, and in many countries, the mobile
phone is the only way they connect,” stated Michael De Prado,
Co-founder and President of Cuentas. “We have seen what can happen
when the digital world gets out of control, and we want to protect
businesses and families who are increasingly at risk.”
Earlier in the year, Cuentas made a move into
the real estate tech market, with the launch of Cuentas Casa, and
the announcements of development and tech partnerships for the next
generation of building construction. WHEN management mirrors
this approach with their recent acquisition of Polish Telco,
CrossMobile. Further, a key investor and stakeholder in WHEN
is real estate developer, George Baumoehl, an early investor in
WHEN, a WHEN director and part of the group who are exchanging
their equity interest in WHEN for the Cuentas shares.
“Technology is bringing the world closer
together, and, now with AI, the opportunities to impact multiple
markets efficiently have increased significantly”, said Baumoehl.
“I see the combination of WHEN tech and Cuentas access as pivotal,
and I have communicated to management of both companies that I will
continue to support their growth”.
According to Grand View Research, the
global cyber security market size was
estimated at USD 202.72 billion in
2022 and is projected to grow at a compound annual
growth rate (CAGR) of 12.3% from 2023 to 2030. The growing number
of cyber-attacks owing to the proliferation
of e-commerce platforms, the emergence of smart devices,
and the deployment of the cloud are some of the key factors
propelling the market growth. Increasing usage of devices equipped
with the Internet of Things (IoT) and intelligent technologies is
expected to increase the cases of cyber threats. As such, end-user
organizations are anticipated to integrate advanced cyber security
solutions to mitigate the cyber-attacks risk, supporting the market
growth.2
2 https://www.grandviewresearch.com/industry-analysis/cyber-security-market
“With the world’s virtually 100% dependency on
communication and financial technology, the risk may be
incalculable,” continued Maimon. “With this announcement, we are
now able to focus not just on connecting, but also on protecting
the markets, business and families we reach.”
Cuentas’ Board of Directors has approved the
transaction and the Companies expect to complete the transaction
this year. The closing is contingent on several factors, including
without limitation, the approval of Nasdaq and the shareholders of
Cuentas approving the transaction.
About WHEN
World Health Energy Holdings, Inc. (d/b/a WHEN
Group) is a holding company comprised of CrossMobile, SG 77,
Inc./RNA Ltd, which develops and significantly improves existing
cybersecurity solutions in the B2C and B2B marketplace. WHEN Group
develops new systems by applying pattern recognition technology
based on IOT / mobile / servers and computer activity, analyzing
human and device behavior, relationships, and BPM (Business Process
Management) to automatically identify and prevent potential danger
to individuals and companies. The B2C Cybersecurity division
targets families concerned with external cyber threats and
exposures in addition to monitoring a child’s behavioral patterns
that may alert parents to potential tragedies caused by
cyberbullying, pedophiles, other predators, and depression. The B2B
Cybersecurity system software development and implementation
company is focused on innovative solutions for the constantly
evolving cyber challenges of businesses, non-governmental
organizations (NGOs) and governmental entities. By deploying a
highly experienced development team, RNA Ltd. anticipates both
internal and externalcyber threats, by identifying behavioral
patterns that flag potential cyber compromises.
Additional information is available
at:https://www.whengroup.com/.
About Cuentas
Cuentas, Inc. (Nasdaq: CUEN & CUENW) is
creating an alternative financial ecosystem for the growing global
population who do not have access to traditional financial
alternatives. The Company’s proprietary technologies help to
integrate FinTech (Financial Technology), e-finance and e-commerce
services into solutions that deliver next generation digital
financial services to the unbanked, under-banked and underserved
populationsnationally in the USA. The Cuentas Platform
integratesCuentas Mobile, the Company’s Telecommunications
solution, with its core financial services offeringsto help entire
communities enter the modern financial marketplace. Cuentas has
launched its General Purpose Reloadable (GPR) Card, which includes
a digital wallet, discounts for purchases at major physical and
online retailers, rewards, and the ability to purchase digital
content. In Q1 of 2023Cuentas launched Cuentas Casa, an alternative
housing development initiativethat secured a 10-year supply
agreement for a patented, sustainable building system that will
provide the bridge between its technology solutions and the
affordablehousing market. Cuentas has made investments to date in
affordable housing projects for over 450 apartments. LINK:
https://cuentas.com AND
https://cuentasmobile.com
Forward-Looking Statements
This news release contains "forward-looking
statements," as that term is defined in section 27a of the United
States Securities Act of 1933, as amended, and section 21e of the
United States Securities Exchange Act of 1934, as amended. These
forward-looking statements involve substantial uncertainties and
risks and are based upon our current expectations, estimates and
projections and reflect our beliefs and assumptions based upon
information available to us at the date of this release. We caution
readers that forward-looking statements are predictions based on
our current expectations about future events. These forward-looking
statements are not guarantees of future performance and are subject
to risks, uncertainties and assumptions that are difficult to
predict. Our actual results, performance or achievements could
differ materially from those expressed or implied by the
forward-looking statements as a result of a number of factors,
including, but not limited to, Nasdaq and shareholder approval of
the proposed transaction, our ability to manage our research and
development programs that are based on novel technologies, our
ability tosuccessfully integrate WHEN operations and product
offerings, the sufficiency of working capital to realize our
business plans and our ability to raise additional capital, market
acceptance, the going concern qualification in our financial
statements, our ability to retain key employees, our competitors
developing better or cheaper alternatives to our products, risks
relating to legal proceedings against us and the risks and
uncertainties discussed under the heading "RISK FACTORS" in Item 1A
of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2022, and in our other filings with the Securities and
Exchange Commission. We undertake no obligation to revise or update
any forward-looking statement for any reason.
Investor RelationsCuentas, Inc.800-611-3622info@cuentas.com
SOURCE: Cuentas, Inc.
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