Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 15, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | Cuentas Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 2,103,365 | |
Amendment Flag | false | |
Entity Central Index Key | 0001424657 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39973 | |
Entity Incorporation, State or Country Code | FL | |
Entity Tax Identification Number | 20-3537265 | |
Entity Address, Address Line One | 235 Lincoln Rd. | |
Entity Address, Address Line Two | Suite 210 | |
Entity Address, City or Town | Miami Beach | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33139 | |
City Area Code | 800 | |
Local Phone Number | 611-3622 | |
Entity Interactive Data Current | Yes | |
Common Stock, par value $0.001 per share | ||
Document Information Line Items | ||
Trading Symbol | CUEN | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Security Exchange Name | NASDAQ | |
Warrants, each exercisable for one share of Common Stock | ||
Document Information Line Items | ||
Trading Symbol | CUENW | |
Title of 12(b) Security | Warrants, each exercisable for one share of Common Stock | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 3,328 | $ 466 |
Accounts Receivables net of allowance for credit losses of $177 as of March 31, 2023 and December 31, 2022, respectively. | 221 | 209 |
Related parties | 88 | |
Other current assets | 52 | 14 |
Total current assets | 3,689 | 689 |
Property and Equipment, net | 6 | 6 |
Investment in unconsolidated Entities | 1,468 | 776 |
Intangible assets | 26 | 28 |
Total assets | 5,189 | 1,499 |
CURRENT LIABILITIES: | ||
Trade payable | 1,224 | 1,231 |
Other accounts liabilities | 775 | 681 |
Deferred revenue | 109 | 113 |
Notes and Loan payable | 112 | 109 |
Stock based liabilities | 1 | |
Total current liabilities | 2,221 | 2,134 |
Other long-term loans | 89 | 89 |
TOTAL LIABILITIES | 2,310 | 2,223 |
STOCKHOLDERS’ EQUITY | ||
Common stock, authorized 360,000,000 shares, $0.001 par value; 2,103,365 and 1,473,645 issued and outstanding as of March 31, 2023 and December 31, 2022, respectively | 2 | 2 |
Additional paid in capital | 57,355 | 52,053 |
Treasury Stock | (33) | (29) |
Accumulated deficit | (54,445) | (52,750) |
Total stockholders’ equity | 2,879 | (724) |
Total liabilities and stockholders’ equity | $ 5,189 | $ 1,499 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts Receivables net of allowance for credit losses (in Dollars) | $ 177 | $ 177 |
Common stock, shares authorized | 360,000,000 | 360,000,000 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares issued | 2,103,365 | 1,473,645 |
Common stock, shares outstanding | 2,103,365 | 1,473,645 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
REVENUE | $ 64 | $ 394 |
COST OF REVENUE | 123 | 260 |
GROSS PROFIT (LOSS) | (59) | 134 |
OPERATING EXPENSES | ||
Amortization of intangible assets | 2 | 453 |
Selling, general and administrative | 1,625 | 3,289 |
TOTAL OPERATING EXPENSES | 1,627 | 3,742 |
OPERATING LOSS | (1,686) | (3,608) |
OTHER EXPENSES | ||
Other income | 1 | |
Interest expense | (1) | |
Loss from change in fair value of stock-based liabilities | (1) | |
TOTAL OTHER EXPENSES | (1) | |
NET LOSS BEFORE EQUITY LOSSES | (1,686) | (3,609) |
Equity losses in non-consolidated entity | (9) | (15) |
NET LOSS | $ (1,695) | $ (3,624) |
Net loss per basic and diluted share (in Dollars per share) | $ (1) | $ (3.15) |
Weighted average number of basic and diluted common shares outstanding (in Shares) | 1,696,022 | 1,151,207 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Diluted net loss per share | $ (1) | $ (3.15) |
Weighted average number of diluted common shares outstanding (in Shares) | 1,696,022 | 1,151,207 |
Statements of Changes in Shareh
Statements of Changes in Shareholders’ Equity (Unaudited) - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Total | ||
Balance at Dec. 31, 2021 | $ 1 | $ 47,668 | $ (38,219) | $ 9,450 | |||
Balance (in Shares) at Dec. 31, 2021 | 1,157,207 | ||||||
Shares issued for services and for employees | 537 | 537 | |||||
Net income for the period | (3,624) | (3,624) | |||||
Balance at Mar. 31, 2022 | $ 1 | 48,205 | (41,843) | 6,363 | |||
Balance (in Shares) at Mar. 31, 2022 | 1,157,207 | ||||||
Balance at Dec. 31, 2022 | $ 2 | 52,053 | $ (29) | (52,750) | (724) | ||
Balance (in Shares) at Dec. 31, 2022 | 1,473,645 | ||||||
Issuance of Shares of Common Stock, net of issuance expenses | [1] | [2] | 4,319 | 4,319 | |||
Issuance of Shares of Common Stock, net of issuance expenses (in Shares) | [1] | 291,376 | |||||
Share based Compensation | 27 | 27 | |||||
Share based Compensation (in Shares) | |||||||
Issuance of Shares of Common due to acquisition of an asset | [2] | 700 | 700 | ||||
Issuance of Shares of Common due to acquisition of an asset (in Shares) | 295,282 | ||||||
Treasury stock | (4) | (4) | |||||
Treasury stock (in Shares) | (227) | ||||||
Reverse split | |||||||
Reverse split (in Shares) | 145 | ||||||
Shares issued for services and for employees | [2] | 136 | 136 | ||||
Shares issued for services and for employees (in Shares) | 27,759 | ||||||
Shares issued due to a settlement | [2] | 120 | 120 | ||||
Shares issued due to a settlement (in Shares) | 15,385 | ||||||
Net income for the period | (1,695) | (1,695) | |||||
Balance at Mar. 31, 2023 | $ 2 | $ 57,355 | $ (33) | $ (54,445) | $ 2,879 | ||
Balance (in Shares) at Mar. 31, 2023 | 2,103,365 | ||||||
[1] Issuance expenses totaled to $681 Less than $1. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (1,695) | $ (3,624) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Stock based compensation and shares issued for services | 283 | 537 |
Equity losses in non-consolidated entity | 9 | 15 |
Interest | 3 | 3 |
Gain from Change in on fair value of stock-based liabilities | 1 | |
Depreciation and amortization expense | 2 | 453 |
Changes in Operating Assets and Liabilities: | ||
Accounts receivable | (13) | (81) |
Other current assets | (38) | (30) |
Accounts payable | (7) | 727 |
Other Accounts liabilities | 94 | (137) |
Related Parties, net | (88) | |
Deferred revenue | (4) | (88) |
Net Cash Used by Operating Activities | (1,453) | (2,225) |
Cash Flows from Investing Activities: | ||
Investment in non-consolidated entity | (40) | |
Purchase of equipment | (7) | |
Net Cash used for Investing Activities | (47) | |
Proceeds from issuance of common stock, net of issuance expense | 4,319 | |
Treasury stock | (4) | |
Net Cash Provided by Financing Activities | 4,315 | |
Net Increase (Decrease) in Cash | 2,862 | (2,272) |
Cash at Beginning of Period | 466 | 6,607 |
Cash at End of Period | 3,328 | 4,335 |
Supplemental disclosure of non-cash financing activities | ||
Issuance of Shares of Common due to acquisition of an asset | $ 700 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2023 | |
Disclosure of Organization and Description of Business [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Cuentas, Inc. (the “Company”) together with its subsidiaries, is mainly focused on financial technology (“FINTECH”) services, delivering mobile financial services, prepaid debit and digital content services to unbanked, underbanked and underserved communities. During 2023-Q1, the Company initiated its first investment into the Real Estate market and recently, made its second, more significant investment in Real Estate. The Company derived its revenue from GPR “Debit” Card fees and the sales of prepaid products and services including third party digital content, gift cards, remittances, mobile phone topups and other digital services. Additionally, The Company has an agreement with Interactive Communications International, Inc. (“InComm”) a leading processor of general purpose reloadable (“GPR”) debit cards, to market and distribute a line of prepaid digital content and gift cards targeted towards the Latin American market. Cuentas is able to purchase InComm’s prepaid digital content and gift cards at a discount and resell these same products in real time through its mobile app and through the Cuentas SDI network of over 31,000 bodegas. Cuentas is able to offer these digital products to the public through its mobile app and the Cuentas SDI distribution network, many at discounted prices, while making a small profit margin which varies from product to product. The prepaid digital content and gift cards include Amazon Cash, XBox, PlayStation, Nintendo, Karma Koin, Transit System Loads & Reloads (LA TAP, NY Transit, Grand Rapids, CT GO and more coming in 2023), Burger King, Cabela’s, Bass Pro Shops, AT&T, Verizon, Mango Mobile, Black Wireless and many more prepaid wireless carriers in the US and in foreign countries. Cuentas accountholders can also send up to $500 anywhere in the world that WesternUnion operates at a discounted rate. The Company’s real estate investments are intended to broaden its reach into the unbanked, underbanked and underserved communities by using a patented, low cost, sustainable technology that should allow the Company to provide reasonably priced rental apartments to working class residents who have been priced out of rental communities due to severe rent hikes in Florida and other areas in the US. The Company was incorporated under the laws of the State of Florida on September 21, 2005 to act as a holding company for its subsidiaries. Its subsidiary is Meimoun and Mammon, LLC (100% owned) (“M&M”),Tel3, a business segment of Meimoun and Mammon, LLC provides prepaid calling cards to consumers directly and operates in a complimentary space as Meimoun and Mammon, LLC. The Company also owns 50% of CUENTASMAX LLC which installs WiFi6 shared network (“WSN”) systems in locations in the New York metropolitan tristate area using access points and small cells to provide users with access to the WSN. On February 3, 2023, the Company entered into a Membership Interest Purchase Agreement (MIPA) with Core Development Holdings Corporation (“Core”). Core is a Florida corporation that holds approximately 29.3% of 4280 Lakewood Road Manager, LLC (“Lakewood Manager”), which in turn owns 86.45% of the membership interests in 4280 Lakewood Road, LLC (“4280 Project”), an affordable multi-family real estate project located in Lake Worth, Florida. Core sold 6% of its interest in the Lakewood Manager to the Company and the Company has agreed to issue to Core 295,282 of the Company’s common shares to acquire the 6% equity in the Lakewood Manager valued at approximately $700. The 295,282 of the Company’s shares were equal to 19.9% of the total number of issued and outstanding shares of the Company as of the date of the Agreement. The Company closed this transaction on or about March 9th, 2023. On April 13, 2023, the Company signed an Operating Agreement to be a majority member in Brooksville Development Partners, LLC (“Brooksville”) with 2 minority members for the purpose of acquiring land for the development of a residential apartment community consisting of approximately 360 apartments. All real and personal property owned by Brooksville shall be owned by Brooksville as an entity, and the Members nor Manager shall not have any ownership interest in such property. One of the minority members will be the manager of the project. On April 28, 2023, the Company and minority partners in Brooksville closed on the transaction to acquire a 21.8 acre site for development of the Brooksville project. Cuentas had deposited an “Initial Capital Contribution” of $2,000 into a title insurance escrow account which was released from escrow by the Title Agent to fund the balance of the purchase price of the Vacant Land, together with a $3,050 bank loan from Republic Bank of Chicago. Brooksville owns the Vacant Land, free and clear of any liens, claims and encumbrances with the sole exception being the Republic Bank loan. The Company is currently a 63% interest holder in Brooksville but that may change in the future if the Company is not able to raise sufficient financing to complete the project. NASDAQ On June 21, 2022, the Nasdaq Listing Qualifications Staff (the “Staff”) issued the Company a delist letter citing its failure to comply with the minimum bid price requirement under Listing Rule 5550(a)(2). In accordance with Listing Rule 5810(c)(3)(A), the Company was provided 180 calendar days, or until December 19, 2022, to regain compliance with Rule 5550(a)(2). On December 20, 2022, Staff notified the Company that it had determined to delist the Company as it did not comply with bid price requirement for listing on the Exchange. On April 14, 2023, the Nasdaq Listing Qualifications Staff issued the Company a compliance letter citing that that the Company regained compliance with the bid price concern. REVERSE SPLIT On March 24, 2023, the Company completed a reverse stock split of its common stock. As a result of the reverse stock split, the following changes have occurred (i) every thirteen shares of common stock have been combined into one share of common stock; (ii) the number of shares of common stock underlying each common stock option or common stock warrant have been proportionately decreased on a 13-for-1 basis, and the exercise price of each such outstanding stock option and common warrant has been proportionately increased on a 13-for-1 basis. Accordingly, all option numbers, share numbers, warrant numbers, share prices, warrant prices, exercise prices and losses per share have been adjusted within these consolidated financial statements, on a retroactive basis, to reflect this 13-for-1 reverse stock split. On April 14, 2023, the Nasdaq Listing Qualifications Staff issued the Company a compliance letter citing that that the Company regained compliance with the bid price concern. GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As of March 31, 2023, the Company had approximately $3,328 in cash and cash equivalents, approximately $1,468 in working capital, shareholder equity of $2,879 and an accumulated deficit of approximately $54,445. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Company’s ability to continue as a going concern is dependent upon raising capital from financing transactions and revenue from operations. Management anticipates their business will require substantial additional investments that have not yet been secured. Management is continuing in the process of fund raising in the private equity and capital markets as the Company will need to finance future activities. These financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern. SECURITIES OFFERING On February 6, 2023, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor (the “Investor”) for the purpose of raising approximately $5,000 in gross proceeds for the Company. Pursuant to the terms of the Purchase Agreement, the Company agreed to sell, in a registered direct offering, an aggregate of (i) 163,344 shares (the “Shares”) of the Company’s common stock (“Common Stock”) and (ii) pre-warrants to purchase up to 128,031 shares of Common Stock (the “Pre-Funded Warrants” and such shares of Common Stock issuable upon exercise of the Pre-Funded Warrants, the “Pre-Funded Warrant Shares”) and, in a concurrent private placement, warrants (the “Purchase Warrants”) to purchase 291,375 shares of Common Stock (the shares of Common Stock issuable upon exercise of the Purchase Warrants, the “Purchase Warrant Shares”). The combined purchase price The Pre-Funded Warrants were sold, in lieu of shares of Common Stock, to any Investor whose purchase of shares of Common Stock in the Registered Offering would otherwise result in such Investor, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at such Investor’s option upon issuance, 9.99%) of the Company’s outstanding Common Stock immediately following the consummation of the Registered Offering. Each Pre-Funded Warrant represents the right to purchase one share of Common Stock at an exercise price of $0.0013 per share. As of March 31, 2023 the Pre-Funded Warrants were exercised in full. on or about February 8, 2023, subject to satisfaction of customary closing conditions. H.C. Wainwright & Co., LLC (“Wainwright”) is acting as exclusive placement agent for the offering pursuant to an engagement agreement between the Company and Wainwright dated as of December 13, 2022. As compensation for such placement agent services, the Company has agreed to pay Wainwright an aggregate cash fee equal to 7.0% of the gross proceeds received by the Company from the offering, plus a management fee equal to 1.0% of the gross proceeds received by the Company from the offerings, a non-accountable expense of $65 and $16 for clearing expenses. The Company has also agreed to issue to Wainwright or its designees warrants to purchase shares of Common Stock (the “PA Warrants” and the shares ). The PA Warrants have a term of five years from the issuance date and have an exercise price of $23.17 per share. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Unaudited Interim Financial Statements The accompanying unaudited consolidated financial statements include the accounts of the Company and its subsidiaries, prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the financial statements presented herein have not been audited by an independent registered public accounting firm but include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial condition, results of operations and cash flows for the for three-months ended March 31, 2023. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2023. The preparation of financial statements in conformity with GAAP requires the Company to make certain estimates and assumptions for the reporting periods covered by the financial statements. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues, and expenses. Actual amounts could differ from these estimates. Certain information and footnote disclosures normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission (“SEC”). The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 31, 2023 (the “Annual Report”). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Principles of Consolidation The consolidated financial statements are prepared in accordance with US GAAP. The consolidated financial statements of the Company include the Company and its wholly owned and majority-owned subsidiaries. All inter-company balances and transactions have been eliminated. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. Deferred Revenue Deferred revenue is comprised mainly of unearned revenue related to prepayments from retail consumers for telecommunications minutes. The following table represents the changes in deferred revenue for the three months ended March 31, 2023: Deferred Balance at December 31, 2022 $ 113 Change in deferred revenue (4 ) Balance at March 31, 2023 $ 109 Revenue allocated to remaining performance obligations represent contracted revenue that has not yet been recognized (“contracted not recognized”). Contracted not recognized revenue was $109 as of March 31, 2023, of which the Company expects to recognize 100% of the revenue over the next 12 months. Derivative and Fair Value of Financial Instruments Fair value of certain of the Company’s financial instruments including cash, accounts receivable, accounts payable, accrued expenses, notes payables, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk. Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values. Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income. The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows: Balance as of March 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Stock based liabilities 1 - - 1 Total liabilities 1 - - 1 Balance as of December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Stock based liabilities - - - - Total liabilities - - - - Recently Issued Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments." This updated guidance sets forth a current expected credit loss model based on expected losses. Under this model, an entity recognizes an allowance for expected credit losses based on historical experience, current conditions and forecasted information rather than the current methodology of delaying recognition of credit losses until it is probable a loss has been incurred. This guidance becomes effective for the Company beginning in interim periods starting in fiscal year 2023. The impact of adopting the new standard did not have a material impact on the Company's consolidated financial statements. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption. |
Stock Options
Stock Options | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK OPTIONS | NOTE 3 – STOCK OPTIONS The following table summarizes all stock option activity for the three months ended March 31, 2023: Shares Weighted- Outstanding, December 31, 2022 128,477 $ 56.44 Granted - - Forfeited 6,093 186.55 Outstanding, March 31, 2023 122,384 $ 49.96 The following table discloses information regarding outstanding and exercisable options as of March 31, 2023: Outstanding Exercisable Exercise Prices Number of Weighted Weighted Number of Weighted $ 97.50 2,769 97.50 0.46 2,769 97.50 67.99 1,538 67.99 0.99 1,538 67.99 36.40 118,077 36.40 8.68 110,382 36.40 122,384 $ 49.96 8.38 114,689 $ 38.30 The following table discloses information regarding outstanding and exercisable options at March 31, 2022: Outstanding Exercisable Exercise Prices Number of Weighted Weighted Number of Weighted $ 186.55 6,093 $ 186.55 0.99 6,093 $ 186.55 97.50 2,769 97.50 1.46 2,769 97.50 67.99 1,538 67.99 1.99 1,538 67.99 36.40 126,923 36.40 9.59 53,846 36.40 137,323 $ 47.97 8.88 64,246 $ 54.08 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS Related parties balances at March 31, 2023 and December 31, 2022 consisted of the following: Due from related parties March 31, December 31, (dollars in thousands) Arik Maimon (Chairman of the Board and the CEO) 42 - Michael De Prado (Vice Chairman of the Board and President) 46 - SDI Cuentas LLC, net of allowance for credit losses of $157 as of March 31, 2023 and December 31,2022, respectively. 210 198 Total Due from related parties 298 198 Related party transactions Period ends at Period ends at (dollars in thousands) Sales to SDI Cuentas LLC $ 12 $ 214 Carol Pepper (b) - 40 Cima Telecom Inc. (a) $ - 324 $ - $ 364 (a) Composed of periodic fees in the amount of $177 thousand for the maintenance and support services in accordance with the software maintenance agreement for the first quarter of the third calendar year and $147 thousand for software development services during the first quarter of 2022. (b) Composed of a consulting fee in addition to the directorship fees. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 5 – COMMITMENTS AND CONTINGENCIES From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. On May 1, 2019, the Company received a notice of demand for arbitration from Secure IP Telecom, Inc. (“Secure IP), who allegedly had a Reciprocal Carrier Services Agreement (“RCS”) exclusively with Limecom and not with the Company. The arbitration demand originated from another demand for arbitration that Secure IP received from VoIP Capital International (“VoIP”) in March 2019, demanding $1,053 in damages allegedly caused by unpaid receivables that Limecom assigned to VoIP based on the RCS. On or about October 5, 2020, the trial court appointed a receiver over Limecom, Inc. (“ Limecom” th Secure IP Heritage On October 4, 2022, Crosshair Media Placement, LLC, a Kentucky based marketing company, filed and served a complaint on Cuentas for breach of contract alleging breach of contract damages of $630, which case remains pending in the United States District Court for the Western District of Kentucky, case no. 3:22-CV-512-CHB. The Company is vigorously defending itself against this complaint and on November 8, 2022, filed a Motion to Dismiss for Lack of Jurisdiction and a Motion to Change Venue. As of March 31, 2023, the company accrued $630 thousand due to this matter. On March 14, 2023, the Company was served with a complaint for Breach of Contract of an Employment Agreement in excess of $30. The Company has retained counsel and is aggressively defending its rights. On April 1, 2021 the Company executed a lease for office space effective April 1, 2021. The lease requires monthly rental payments of $9. |
Segments of operations
Segments of operations | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENTS OF OPERATIONS | NOTE 6 – SEGMENTS OF OPERATIONS The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable operating segments. The Company manages its business primarily on a product basis. The accounting policies of the various segments are the same as those described in Note 2, “Summary of Significant Accounting Policies.” The Company evaluates the performance of its reportable operating segments based on net sales and gross profit. Revenue by product for the three months ended March 31, 2023, and the three months ended March 31, 2022 are as follows: March 31, March 31, (dollars in thousands) Telecommunications $ 49 $ 175 Digital products and General Purpose Reloadable Cards 15 219 Total revenue $ 64 $ 394 Gross loss by product for the three months ended March 31, 2023, and the three months ended March 31, 2022 are as follows: March 31, March 31, (dollars in thousands) Telecommunications $ (7 ) $ 66 Digital products and General Purpose Reloadable Cards (52 ) (88 ) Total Gross Loss $ (59 ) $ (22 ) |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 7 – SUBSEQUENT EVENTS On April 14, 2023, the Nasdaq Listing Qualifications Staff (the “Staff”) issued the Company a compliance letter citing that the Company regained compliance with the bid price concern, as required by the Hearing Panel’s (“Panel”) decision dated February 23, 2023. On April 13, 2023, the Company signed an Operating Agreement to be a majority member in Brooksville Development Partners, LLC (“Brooksville”) with 2 minority members for the purpose of acquiring land for the development of a residential apartment community consisting of approximately 360 apartments. All real and personal property owned by Brooksville shall be owned by Brooksville as an entity, . One of the minority members is qualified and will be the manager of the project. On April 28, 2023, the Company and minority partners in Brooksville closed on the transaction to acquire a 21.8 acre site for development of the Brooksville project for total purchase price of $5,050. Cuentas had deposited an “Initial Capital Contribution” of $2,000 into a title insurance escrow account which was released from escrow by the Title Agent to fund the balance of the purchase price of the Vacant Land, together with a $3,050 bank loan from Republic Bank of Chicago. Brooksville owns the Vacant Land, free and clear of any liens, claims and encumbrances with the sole exception being the Republic Bank loan. The Company is currently a 63% interest holder in Brooksville but that may change in the future if the Company is not able to raise sufficient financing to complete the project. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Statements | Unaudited Interim Financial Statements The accompanying unaudited consolidated financial statements include the accounts of the Company and its subsidiaries, prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the financial statements presented herein have not been audited by an independent registered public accounting firm but include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial condition, results of operations and cash flows for the for three-months ended March 31, 2023. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2023. The preparation of financial statements in conformity with GAAP requires the Company to make certain estimates and assumptions for the reporting periods covered by the financial statements. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues, and expenses. Actual amounts could differ from these estimates. Certain information and footnote disclosures normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission (“SEC”). The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 31, 2023 (the “Annual Report”). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements are prepared in accordance with US GAAP. The consolidated financial statements of the Company include the Company and its wholly owned and majority-owned subsidiaries. All inter-company balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. |
Deferred Revenue | Deferred Revenue Deferred revenue is comprised mainly of unearned revenue related to prepayments from retail consumers for telecommunications minutes. The following table represents the changes in deferred revenue for the three months ended March 31, 2023: Deferred Balance at December 31, 2022 $ 113 Change in deferred revenue (4 ) Balance at March 31, 2023 $ 109 Revenue allocated to remaining performance obligations represent contracted revenue that has not yet been recognized (“contracted not recognized”). Contracted not recognized revenue was $109 as of March 31, 2023, of which the Company expects to recognize 100% of the revenue over the next 12 months. |
Derivative Liabilities and Fair Value of Financial Instruments | Derivative and Fair Value of Financial Instruments Fair value of certain of the Company’s financial instruments including cash, accounts receivable, accounts payable, accrued expenses, notes payables, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk. Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values. Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income. The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows: Balance as of March 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Stock based liabilities 1 - - 1 Total liabilities 1 - - 1 Balance as of December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Stock based liabilities - - - - Total liabilities - - - - |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments." This updated guidance sets forth a current expected credit loss model based on expected losses. Under this model, an entity recognizes an allowance for expected credit losses based on historical experience, current conditions and forecasted information rather than the current methodology of delaying recognition of credit losses until it is probable a loss has been incurred. This guidance becomes effective for the Company beginning in interim periods starting in fiscal year 2023. The impact of adopting the new standard did not have a material impact on the Company's consolidated financial statements. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of financial assets and liabilities are measured at fair value on a recurring basis | Deferred Balance at December 31, 2022 $ 113 Change in deferred revenue (4 ) Balance at March 31, 2023 $ 109 |
Schedule of financial assets and liabilities are measured at fair value on a recurring basis | Balance as of March 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Stock based liabilities 1 - - 1 Total liabilities 1 - - 1 Balance as of December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Stock based liabilities - - - - Total liabilities - - - - |
Stock Options (Tables)
Stock Options (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of stock option activity | Shares Weighted- Outstanding, December 31, 2022 128,477 $ 56.44 Granted - - Forfeited 6,093 186.55 Outstanding, March 31, 2023 122,384 $ 49.96 |
Schedule of information regarding outstanding and exercisable options | Outstanding Exercisable Exercise Prices Number of Weighted Weighted Number of Weighted $ 97.50 2,769 97.50 0.46 2,769 97.50 67.99 1,538 67.99 0.99 1,538 67.99 36.40 118,077 36.40 8.68 110,382 36.40 122,384 $ 49.96 8.38 114,689 $ 38.30 Outstanding Exercisable Exercise Prices Number of Weighted Weighted Number of Weighted $ 186.55 6,093 $ 186.55 0.99 6,093 $ 186.55 97.50 2,769 97.50 1.46 2,769 97.50 67.99 1,538 67.99 1.99 1,538 67.99 36.40 126,923 36.40 9.59 53,846 36.40 137,323 $ 47.97 8.88 64,246 $ 54.08 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of due from related parties | March 31, December 31, (dollars in thousands) Arik Maimon (Chairman of the Board and the CEO) 42 - Michael De Prado (Vice Chairman of the Board and President) 46 - SDI Cuentas LLC, net of allowance for credit losses of $157 as of March 31, 2023 and December 31,2022, respectively. 210 198 Total Due from related parties 298 198 |
Schedule of related party transactions | Period ends at Period ends at (dollars in thousands) Sales to SDI Cuentas LLC $ 12 $ 214 Carol Pepper (b) - 40 Cima Telecom Inc. (a) $ - 324 $ - $ 364 (a) Composed of periodic fees in the amount of $177 thousand for the maintenance and support services in accordance with the software maintenance agreement for the first quarter of the third calendar year and $147 thousand for software development services during the first quarter of 2022. (b) Composed of a consulting fee in addition to the directorship fees. |
Segments of operations (Tables)
Segments of operations (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of reportable operating segments | March 31, March 31, (dollars in thousands) Telecommunications $ 49 $ 175 Digital products and General Purpose Reloadable Cards 15 219 Total revenue $ 64 $ 394 March 31, March 31, (dollars in thousands) Telecommunications $ (7 ) $ 66 Digital products and General Purpose Reloadable Cards (52 ) (88 ) Total Gross Loss $ (59 ) $ (22 ) |
Organization and Description _2
Organization and Description of Business (Details) | 1 Months Ended | 3 Months Ended | |||||||
Feb. 06, 2023 USD ($) $ / shares shares | Feb. 03, 2023 | Feb. 02, 2021 | Mar. 23, 2023 | Sep. 21, 2005 | Mar. 31, 2023 USD ($) $ / shares | Apr. 28, 2023 USD ($) | Apr. 08, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Organization and Description of Business (Details) [Line Items] | |||||||||
Cuentas SDI network of over bodegas | 31,000 | ||||||||
Cuentas accountholders expenses | $ 500,000 | ||||||||
Ownership percentage in subsidiaries | 100% | ||||||||
Purchase agreement description | the Company entered into a Membership Interest Purchase Agreement (MIPA) with Core Development Holdings Corporation (“Core”). Core is a Florida corporation that holds approximately 29.3% of 4280 Lakewood Road Manager, LLC (“Lakewood Manager”), which in turn owns 86.45% of the membership interests in 4280 Lakewood Road, LLC (“4280 Project”), an affordable multi-family real estate project located in Lake Worth, Florida. Core sold 6% of its interest in the Lakewood Manager to the Company and the Company has agreed to issue to Core 295,282 of the Company’s common shares to acquire the 6% equity in the Lakewood Manager valued at approximately $700. The 295,282 of the Company’s shares were equal to 19.9% of the total number of issued and outstanding shares of the Company as of the date of the Agreement. The Company closed this transaction on or about March 9th, 2023 | ||||||||
Reverse stock split, description | As a result of the reverse stock split, the following changes have occurred (i) every thirteen shares of common stock have been combined into one share of common stock; (ii) the number of shares of common stock underlying each common stock option or common stock warrant have been proportionately decreased on a 13-for-1 basis, and the exercise price of each such outstanding stock option and common warrant has been proportionately increased on a 13-for-1 basis. Accordingly, all option numbers, share numbers, warrant numbers, share prices, warrant prices, exercise prices and losses per share have been adjusted within these consolidated financial statements, on a retroactive basis, to reflect this 13-for-1 reverse stock split. | ||||||||
Cash and cash equivalents | $ 3,328,000 | ||||||||
Working capital | 1,468,000 | ||||||||
Accumulated deficit | 2,879,000 | ||||||||
Accumulated deficit | $ 54,445,000 | ||||||||
Gross proceeds | $ 5,000,000,000 | ||||||||
Common stock shares (in Shares) | shares | 163,344 | ||||||||
Pre-warrants shares (in Shares) | shares | 128,031 | ||||||||
Purchase shares (in Shares) | shares | 291,375 | ||||||||
Purchase price per Share (in Dollars per share) | $ / shares | $ 17.16 | ||||||||
Purchase warrant price per share (in Dollars per share) | $ / shares | $ 17.16 | ||||||||
Related parties percentage | 4.99% | ||||||||
Investor percentage | 9.99% | ||||||||
Exercise price per share (in Dollars per share) | $ / shares | $ 0.0013 | $ 17.36 | |||||||
Cash fee equal percentage | 7% | ||||||||
Management fee equal percentage | 1% | ||||||||
Non accountable expense | $ 65,000 | ||||||||
Clearing expenses | $ 16,000 | ||||||||
License agreement, description | The Company has also agreed to issue to Wainwright or its designees warrants to purchase 20,397 shares of Common Stock (the “PA Warrants” and the shares of Common Stock issuable upon exercise of the PA Warrants, the “PA Warrant Shares”). | ||||||||
Common stock term | 5 years | ||||||||
Offering expenses | $ 4,300,000,000 | ||||||||
Underwriter's [Member] | |||||||||
Organization and Description of Business (Details) [Line Items] | |||||||||
Offering exercise price per share (in Dollars per share) | $ / shares | $ 23.17 | ||||||||
CUENTASMAX LLC [Member] | |||||||||
Organization and Description of Business (Details) [Line Items] | |||||||||
Ownership percentage | 50% | ||||||||
Subsequent Event [Member] | |||||||||
Organization and Description of Business (Details) [Line Items] | |||||||||
Initial capital contribution | $ 2,000 | $ 2,000 | |||||||
Interest rate | 63% | 63% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Basis of Presentation (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Accounting Policies [Abstract] | |
Deferred revenue | $ 109 |
Revenue percentage | 100% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies and Basis of Presentation (Details) - Schedule of deferred revenue - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of Deferred Revenue [Abstract] | ||
Balance at December 31, 2022 | $ 113 | |
Change in deferred revenue | (4) | $ (88) |
Balance at March 31, 2023 | $ 109 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies and Basis of Presentation (Details) - Schedule of financial assets and liabilities are measured at fair value on a recurring basis - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies and Basis of Presentation (Details) - Schedule of financial assets and liabilities are measured at fair value on a recurring basis [Line Items] | ||
Stock based liabilities | $ 1 | |
Total liabilities | 1 | |
Level 1 [Member] | ||
Summary of Significant Accounting Policies and Basis of Presentation (Details) - Schedule of financial assets and liabilities are measured at fair value on a recurring basis [Line Items] | ||
Stock based liabilities | 1 | |
Total liabilities | 1 | |
Level 2 [Member] | ||
Summary of Significant Accounting Policies and Basis of Presentation (Details) - Schedule of financial assets and liabilities are measured at fair value on a recurring basis [Line Items] | ||
Stock based liabilities | ||
Total liabilities | ||
Level 3 [Member] | ||
Summary of Significant Accounting Policies and Basis of Presentation (Details) - Schedule of financial assets and liabilities are measured at fair value on a recurring basis [Line Items] | ||
Stock based liabilities | ||
Total liabilities |
Stock Options (Details) - Sched
Stock Options (Details) - Schedule of stock option activity | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Stock Options (Details) - Schedule of stock option activity [Line Items] | |
Shares, Outstanding Beginning | shares | 128,477 |
Weighted- Average Exercise Price Per Share, Outstanding Beginning | $ / shares | $ 56.44 |
Shares, Granted | shares | |
Weighted- Average Exercise Price Per Share, Granted | $ / shares | |
Shares, Forfeited | shares | 6,093 |
Weighted- Average Exercise Price Per Share, Forfeited | $ / shares | $ 186.55 |
Shares, Outstanding ending | shares | 122,384 |
Weighted- Average Exercise Price Per Share, Outstanding ending | $ / shares | $ 49.96 |
Stock Options (Details) - Sch_2
Stock Options (Details) - Schedule of information regarding outstanding and exercisable options - Stock Option [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Stock Options (Details) - Schedule of information regarding outstanding and exercisable options [Line Items] | ||
Exercise Prices | $ 49.96 | $ 47.97 |
Outstanding, Number of Option Shares (in Shares) | 122,384 | 137,323 |
Outstanding, Weighted Average Exercise Price | $ 49.96 | $ 47.97 |
Outstanding, Weighted Average Remaining Life (Years) | 8 years 4 months 17 days | 8 years 10 months 17 days |
Exercisable, Number of Option Shares (in Shares) | 114,689 | 64,246 |
Exercisable, Weighted Average Exercise Price | $ 38.3 | $ 54.08 |
97.50 [Member] | ||
Stock Options (Details) - Schedule of information regarding outstanding and exercisable options [Line Items] | ||
Exercise Prices | $ 97.5 | $ 97.5 |
Outstanding, Number of Option Shares (in Shares) | 2,769 | 2,769 |
Outstanding, Weighted Average Exercise Price | $ 97.5 | $ 97.5 |
Outstanding, Weighted Average Remaining Life (Years) | 5 months 15 days | 1 year 5 months 15 days |
Exercisable, Number of Option Shares (in Shares) | 2,769 | 2,769 |
Exercisable, Weighted Average Exercise Price | $ 97.5 | $ 97.5 |
67.99 [Member] | ||
Stock Options (Details) - Schedule of information regarding outstanding and exercisable options [Line Items] | ||
Exercise Prices | $ 67.99 | $ 67.99 |
Outstanding, Number of Option Shares (in Shares) | 1,538 | 1,538 |
Outstanding, Weighted Average Exercise Price | $ 67.99 | $ 67.99 |
Outstanding, Weighted Average Remaining Life (Years) | 11 months 26 days | 1 year 11 months 26 days |
Exercisable, Number of Option Shares (in Shares) | 1,538 | 1,538 |
Exercisable, Weighted Average Exercise Price | $ 67.99 | $ 67.99 |
36.40 [Member] | ||
Stock Options (Details) - Schedule of information regarding outstanding and exercisable options [Line Items] | ||
Exercise Prices | $ 36.4 | $ 36.4 |
Outstanding, Number of Option Shares (in Shares) | 118,077 | 126,923 |
Outstanding, Weighted Average Exercise Price | $ 36.4 | $ 36.4 |
Outstanding, Weighted Average Remaining Life (Years) | 8 years 8 months 4 days | 9 years 7 months 2 days |
Exercisable, Number of Option Shares (in Shares) | 110,382 | 53,846 |
Exercisable, Weighted Average Exercise Price | $ 36.4 | $ 36.4 |
186.55 [Member] | ||
Stock Options (Details) - Schedule of information regarding outstanding and exercisable options [Line Items] | ||
Exercise Prices | $ 186.55 | |
Outstanding, Number of Option Shares (in Shares) | 6,093 | |
Outstanding, Weighted Average Exercise Price | $ 186.55 | |
Outstanding, Weighted Average Remaining Life (Years) | 11 months 26 days | |
Exercisable, Number of Option Shares (in Shares) | 6,093 | |
Exercisable, Weighted Average Exercise Price | $ 186.55 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Annual fees amount | $ 177 | |
Software development services | $ 147 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of due from related parties - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Related Party Transactions (Details) - Schedule of due from related parties [Line Items] | ||
Total Due from related parties | $ 298 | $ 198 |
Arik Maimoun [Member] | ||
Related Party Transactions (Details) - Schedule of due from related parties [Line Items] | ||
Total Due from related parties | 42 | |
Michael DePrado [Member] | ||
Related Party Transactions (Details) - Schedule of due from related parties [Line Items] | ||
Total Due from related parties | 46 | |
SDI Cuentas LLC [Member] | ||
Related Party Transactions (Details) - Schedule of due from related parties [Line Items] | ||
Total Due from related parties | $ 210 | $ 198 |
Related Party Transactions (D_3
Related Party Transactions (Details) - Schedule of due from related parties (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
SDI Cuentas LLC [Member] | ||
Related Party Transactions (Details) - Schedule of due from related parties (Parentheticals) [Line Items] | ||
Net of allowance for credit losses | $ 157 | $ 157 |
Related Party Transactions (D_4
Related Party Transactions (Details) - Schedule of related party transactions - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Related Party Transaction [Line Items] | |||
Related Party Transactions | $ 364 | ||
Doubtful accounts – Cuentas SDI LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Transactions | 12 | 214 | |
Consulting fees to Carol Pepper [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Transactions | [1] | 40 | |
Cima Telecom Inc. [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Transactions | [2] | $ 324 | |
[1] Composed of a consulting fee in addition to the directorship fees. Composed of periodic fees in the amount of $177 thousand for the maintenance and support services in accordance with the software maintenance agreement for the first quarter of the third calendar year and $147 thousand for software development services during the first quarter of 2022. |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | ||||
Mar. 14, 2023 | Oct. 04, 2022 | Apr. 01, 2021 | May 01, 2019 | Mar. 31, 2023 | |
Commitments and Contingencies [Abstract] | |||||
Commitments and contingencies, description | the Company received a notice of demand for arbitration from Secure IP Telecom, Inc. (“Secure IP), who allegedly had a Reciprocal Carrier Services Agreement (“RCS”) exclusively with Limecom and not with the Company. The arbitration demand originated from another demand for arbitration that Secure IP received from VoIP Capital International (“VoIP”) in March 2019, demanding $1,053 in damages allegedly caused by unpaid receivables that Limecom assigned to VoIP based on the RCS. On or about October 5, 2020, the trial court appointed a receiver over Limecom, Inc. (“Limecom”) in the matter of Spectrum Intelligence Communications Agency, LLC. v. Limecom, Inc., case no. 2018-027150-CA-01 pending in the 11th Circuit for Miami-Dade County, Florida. On June 5, 2020, Secure IP Telecom, Inc. (“Secure IP”) filed a complaint against Limecom, Heritage Ventures Limited (“Heritage”), an unrelated third party and owner of Limecom, and the Company, case no. 20-11972-CA-01. Secure IP alleges that the Company received certain transfers from Limecom during the period that the Company wholly owned Limecom that may be an avoidable under Florida Statute § 725.105. On July 13, 2021, the two cases were consolidated, and are now pending before the same trial court under the former case number. The Company has answered and denied any liability with respect to both complaints. To the extent the Company has exposure for any transfers from Limecom, Heritage has indemnified the Company for any such liability and the Company has a pending cross-claim against Heritage for purposes of enforcing the indemnification obligation. A review of the books and records of the Company reflect aggregate transfers from Limecom to the Company or its affiliates of less than $600. The Company’s books and records reflect that the Company fully reimbursed Limecom through direct payment of expenses of Limecom and through issuance of shares by the Company to employees or other vendors on behalf of Limecom for settlement and release of claims the employees or vendors may have asserted against Limecom. The books and records of the Company therefore do not reflect an identifiable avoidable transfer, but this analysis may change as the discovery process continues. | ||||
Accrued amount | $ 300,000 | ||||
Company financial agreement, description | Crosshair Media Placement, LLC, a Kentucky based marketing company, filed and served a complaint on Cuentas for breach of contract alleging breach of contract damages of $630, which case remains pending in the United States District Court for the Western District of Kentucky, case no. 3:22-CV-512-CHB. | ||||
Accrued amount | $ 630,000 | ||||
Employment agreement amount | $ 30 | ||||
Rental payments | $ 9,000 |
Segments of operations (Details
Segments of operations (Details) - Schedule of reportable operating segments - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of reportable operating segments [Abstract] | ||
Revenue | $ (59) | $ (22) |
Long lived assets [Member] | ||
Schedule of reportable operating segments [Abstract] | ||
Revenue | 64 | 394 |
Telecommunications [Member] | Revenue [Member] | ||
Schedule of reportable operating segments [Abstract] | ||
Revenue | 49 | 175 |
Telecommunications [Member] | Long lived assets [Member] | ||
Schedule of reportable operating segments [Abstract] | ||
Revenue | (7) | 66 |
General Purpose Reloadable Cards [Member] | Revenue [Member] | ||
Schedule of reportable operating segments [Abstract] | ||
Revenue | 15 | 219 |
General Purpose Reloadable Cards [Member] | Long lived assets [Member] | ||
Schedule of reportable operating segments [Abstract] | ||
Revenue | $ (52) | $ (88) |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | Apr. 28, 2023 | Apr. 08, 2023 |
Subsequent Events (Details) [Line Items] | ||
Total purchase price | $ 5,050 | |
Initial capital contribution | 2,000 | $ 2,000 |
Bank loan from republic bank of chicago | $ 3,050,000,000 | |
Interest rate | 63% | 63% |