Cuentas Announces $5 Million Registered Direct Offering

MIAMI BEACH, FL / ACCESSWIRE / February 6, 2023 / Cuentas, Inc. (NASDAQ:CUEN)(NASDAQ:CUENW) ("Cuentas"), a leading fintech provider of mobile financial app and payment solutions, today announced that it has entered into a definitive agreement for the purchase and sale of 3,787,879 shares of the Company's common stock (or common stock equivalent in lieu thereof) at a purchase price of $1.32 per share of common stock (or common stock equivalent in lieu thereof) in a registered direct offering.

In addition, in a concurrent private placement, the Company will issue warrants to purchase up to 3,787,879 shares of common stock. The warrants have an exercise price of $1.335 per share, are exercisable commencing six months after issuance and will have a term of five and one-half years from the issuance date.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The closing of the offering is expected to occur on or about February 8, 2023, subject to the satisfaction of customary closing conditions. The gross proceeds to the Company from this offering are expected to be approximately $5 million, before deducting the placement agent's fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from this offering for general corporate purposes and working capital.

The securities described above (but not the warrants issued in the concurrent private placement or the shares of common stock underlying such warrants) are being offered by the Company pursuant to a "shelf" registration statement on Form S-3 (File No. 333-262727) previously filed with the Securities and Exchange Commission (the "SEC") on February 14, 2022 and declared effective by the SEC on September 22, 2022. The offering of such securities is made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the registered direct offering will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC's website at http://www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 865-5711 or e-mail at placements@hcwco.com.

The warrants described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and, along with the shares of common stock underlying the warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the warrants and underlying shares of common stock may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Cuentas

Cuentas, Inc. (Nasdaq: CUEN & CUENW) is a fintech e-finance and e-commerce service provider with proprietary technology that delivers digital financial services to the underbanked and un-banked Hispanic, Latino and immigrant populations including mobile and financial services, prepaid debit card, ACH and mobile deposits, cash remittance, peer to peer money transferring, and other services. The Cuentas General Purpose Reloadable (GPR) Card includes a digital wallet, discounts for purchases at major physical and online retailers, rewards, and the ability to purchase digital content. For more information, visit https://cuentas.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. Statements in this press release, which are not purely historical, are forward-looking statements and include any statements regarding the consummation of the offering, the satisfaction of closing conditions and the use of proceeds from the offering as well as statements regarding beliefs, plans, expectations, or intentions regarding the future. Except for the historical information presented herein, matters discussed in this news release contain forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements, including market and other conditions. Statements that are not historical facts, including statements that are preceded by, followed by, or that include such words as "believe," "plan," or "expect" or similar statements are forward-looking statements.

Investor Relations

Cuentas, Inc.
800-611-3622
info@cuentas.com

SOURCE: Cuentas, Inc.