World Health Energy Holdings, Inc. (OTC Pink: WHEN) (“WHEN Group”),
a telecom and cybersecurity company with proprietary technologies
developed to protect individuals and enterprises from cybersecurity
threats, announced today that the majority shareholder of WHEN
Group executed a binding letter of intent with Cuentas, Inc.
(Nasdaq: CUEN & CUENW) ("Cuentas"), a developer of an
alternative financial ecosystem to underbanked communities. The
proposed share exchange transaction, pending Nasdaq and shareholder
approval and other specified conditions, will result in WHEN Group
becoming a majority owned subsidiary of Cuentas.
WHEN Group was founded by Israeli engineers and
international professionals with deep backgrounds in cybersecurity
and data threat remediation in both government and private sectors.
From business and personal privacy to fin-tech security, WHEN Group
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.
Following approval and closing of the
transactions, Cuentas intends to integrate WHEN Group’s portfolio
of cybersecurity solutions into the Cuentas Mobile Platform and
will offer WHEN Group’s advanced solutions to Cuentas’ FinTech
partners.
WHEN Group 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 group of licensed telecom operators in the
EU. As Cuentas is in the mobile financial services area (amongst
others), WHEN Group believes that there are significant synergies
between the companies that can be realized.
Cuentas and WHEN Group have been collaborating
to identify immediate opportunities to provide WHEN Group solutions
not only to the CUENTAS mobile platform, but also to businesses and
industries that Cuentas serves in the US and around the world. The
companies plan on deploying WHEN Group’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 for the principal shareholder
of WHEN Group, UCG, Inc. (“UCG”), exchanging its 75% stake, Cuentas
will issue to UCG 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).
Following the closing, WHEN Group will be a
majority owned subsidiary of Cuentas indirectly held through UCG’s
holdings in WHEN Group, and the Board of Directors of and executive
management of WHEN Group intend develop a detailed and granular
business plan and operating budget, including sources and uses of
cash, to fund and grow WHEN Group’s operations and revenues,
including the integration where practicable of the WHEN Group and
Cuentas product.
Major Gen. (Ret.) Danny Yatom, President of WHEN
Group and Former Director of Israeli Mossad, said, “We have been
focused on developing a state-of-the-art technology platform that
defends critical communications and financial infrastructure
against attack and compromise. The proposed transaction puts WHEN
Group on the world stage and will enable us to bring our
innovations more rapidly to market.”
WHEN Group’s easy-to-use AI and machine learning
driven platform is a holistic solution that integrates with any
system and is fully customizable based on customer needs.
Management believes the Company’s solutions address a broad segment
of the fast-growing, multi-billion-dollar cybersecurity market.
Giora Rosensweig, CEO of WHEN Group, added,
“This transaction will help solidify our foundation and advance our
position as a major player in the new age of cybersecurity and AI,
enabling us to address the previously unsolvable security problems
in fintech. Together with Cuentas, we see the opportunity to expand
more rapidly across multiple markets and industries as we bring our
innovative solutions to major customers in the US and around the
world. Ultimately, we believe this deal will provide a clear path
for WHEN Group to uplist to a senior US exchange.”
Subject to the terms of the letter of intent,
WHEN Group management, including Major Gen. (Ret) Danny Yatom,
Giora Rosenzweig, and George Baumoehl, a WHEN Group director and
part owner of UCG, will be joining the Cuentas Board of Directors
and/or Executive Management. While the companies will initially
continue to operate independently, management from both teams
believe the synergies between the companies hold the potential to
develop significant business relationships.
“I have known some of the players on the WHEN
Group 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 Group is developing now more
than ever, and we are prepared to assist in delivering their
solutions to our expanding customer base.”
Both Cuentas and WHEN Group have taken a broad
portfolio approach to their respective markets. Both management
teams are aligned on the notion of building extended platforms and
focusing on new technologies that connect vertical markets.
“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.”
According to Grand View Research, the
global cybersecurity market was estimated at
$202.72 billion (USD) 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
Cuentas’ Board of Directors has approved the
transaction, and the companies expect to complete the transaction
by year end of 2023. The closing is contingent on several factors,
including without limitation, the approval of Nasdaq and the
shareholders of Cuentas.
About World Health Energy Holdings,
Inc.
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 external cyber 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
populations nationally in the USA. The Cuentas Platform integrates
Cuentas Mobile, the Company’s Telecommunications solution, with its
core financial services offerings to 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 initiative that secured a 10-year supply agreement for
a patented, sustainable building system that will provide the
bridge between its technology solutions and the affordable housing
market. Cuentas has made investments to date in affordable housing
projects for over 450 apartments.
Additional information is available at:
https://cuentas.com and https://cuentasmobile.com
Forward-Looking Statements
This press release contains forward-looking
statements which are made pursuant to the safe harbor provisions of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities and 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, the current situation in Israel, our
obtain the consents required to consummate the proposed
transaction, our ability to integrate the operations of the
acquired entities and manage the combined entity, our ability to
raise the capital needed to realize our business plan and on
commercially reasonable terms to realize this opportunity, the
success of our business plan, market reception of our products, our
ability to retain needed personnel and our ability to compete
against companies with much larger resources as well as the risks
and uncertainties discussed under the heading "RISK FACTORS" in our
Annual Report on Form 10-K for the year ended December 31, 2022
filed on April 17, 2023, 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 Relations:Dave Gentry, CEORedChip
Companies Inc.407-491-4498WHEN@redchip.com
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