Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 05, 2021 | |
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 | 13,829,601 | |
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, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity File Number | 333-148987 | |
Entity Incorporation, State or Country Code | FL | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 6,482 | $ 227 |
Accounts Receivables | 40 | |
Marketable securities | 52 | 3 |
Related parties | 54 | |
Other current assets | 153 | 12 |
Total current assets | 6,727 | 296 |
Property and Equipment, net | 4 | 4 |
Intangible assets | 6,795 | 7,200 |
Total assets | 13,526 | 7,500 |
CURRENT LIABILITIES: | ||
Accounts payable | 1,402 | 2,354 |
Other accounts liabilities | 819 | 2,195 |
Deferred revenue | 676 | 652 |
Notes and Loan payable | 94 | 93 |
Convertible Note | 250 | 719 |
Related parties’ payables | 365 | |
Stock based liabilities | 8 | 102 |
Total current liabilities | 3,249 | 6,480 |
Other long-term loans | 89 | 89 |
TOTAL LIABILITIES | 3,338 | 6,569 |
STOCKHOLDERS’ EQUITY | ||
Common stock, authorized 360,000,000 shares, $0.001 par value; 13,829,601 and 10,590,491 issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 14 | 11 |
Additional paid in capital | 39,340 | 28,411 |
Accumulated deficit | (29,166) | (27,491) |
Total stockholders’ equity | 10,188 | 931 |
Total liabilities and stockholders’ equity | $ 13,526 | $ 7,500 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
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 | 13,829,601 | 10,590,491 |
Common stock, shares outstanding | 13,829,601 | 10,590,491 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
REVENUE | $ 225 | $ 134 |
COST OF REVENUE | 247 | 177 |
GROSS LOSS | (22) | (43) |
OPERATING EXPENSES | ||
Amortization of Intangible assets | 452 | 450 |
General and administrative | 1,138 | 2,089 |
TOTAL OPERATING EXPENSES | 1,590 | 2,539 |
OPERATING LOSS | (1,612) | (2,582) |
OTHER INCOME (EXPENSES) | ||
Other Income | 53 | 63 |
Interest expense | (172) | (3) |
Gain on derivative liability | 3 | |
Gain from Change in fair value of stock-based liabilities | 56 | 359 |
TOTAL OTHER INCOME (EXPENSES) | (63) | 422 |
NET LOSS BEFORE CONTROLLING INTEREST | (1,675) | (2,160) |
NET LOSS ATTRIBUTILE TO NON-CONTROLLING INTEREST | (3) | |
NET LOSS ATTRIBUTILE TO NET INCOME (LOSS) ATTRIBUTILE TO CUENTAS INC. | $ (1,675) | $ (2,163) |
Net loss per basic share (in Dollars per share) | $ (0.13) | $ (1.03) |
Net loss per diluted share (in Dollars per share) | $ (0.13) | $ (1.03) |
Weighted average number of basic and diluted common shares outstanding (in Shares) | 12,474,008 | 2,100,539 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss before non-controlling interest | $ (1,675) | $ (2,160) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Stock based compensation and shares issued for services | 276 | 1,125 |
Loss (gain) on fair value of marketable securities | (49) | |
Interest and Debt discount amortization | 137 | 1 |
Gain on derivative fair value adjustment | (3) | |
Gain from Change in on fair value of stock-based liabilities | (56) | (359) |
Depreciation and amortization expense | 452 | 450 |
Changes in Operating Assets and Liabilities: | ||
Accounts receivable | (40) | (9) |
Other receivables | (141) | 73 |
Accounts payable | (952) | 88 |
Other Accounts payable | (1,376) | 43 |
Related Parties, net | 44 | |
Deferred revenue | 24 | 13 |
Net Cash Used by Operating Activities | (3,356) | (738) |
Cash Flows from Investing Activities: | (47) | |
Purchase of Intangible Asset | ||
Net Cash used for Investing Activities | (47) | |
Cash Flows from Financing Activities: | ||
Related party, net | (355) | (7) |
Proceeds from conversion of warrants | 4 | 750 |
Proceeds from issuance of common stock, net of issuance expense | 10,614 | |
Repayment of loans | (605) | |
Net Cash Provided by Financing Activities | 9,658 | 743 |
Net Increase (Decrease) in Cash | 6,255 | 5 |
Cash at Beginning of Period | 227 | 16 |
Cash at End of Period | 6,482 | 21 |
Supplemental disclosure of non-cash financing activities | ||
Common stock issued for conversion of convertible note principal | 250 | |
Common stock issued for settlement of stock-based liabilities and accrued salaries | $ 38 | $ 442 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Cuentas, Inc. (the “Company”) together with its subsidiaries, is focused on financial technology (“FINTECH”) services, delivering mobile banking, online banking, prepaid debit and digital content services to unbanked, underbanked and underserved communities. The Company derives its revenue from the sales of prepaid and wholesale calling minutes. 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 GPR cards targeted towards the Latin American market. 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 subsidiaries are Meimoun and Mammon, LLC (100% owned) (“M&M”), Next Cala, Inc. (94% owned -was dissolved on July 3, 2020) (“Cala”), NxtGn, Inc. (65% owned-was dissolved on August 24, 2020) (“NxtGn”) and Cuentas Mobile LLC (formerly Next Mobile 360, LLC. - 100% owned). Additionally, Next Cala, Inc. had a 60% interest in NextGlocal Inc. (“NextGlocal”), a subsidiary formed in May 2016 and which was dissolved on September 27, 2019. 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. On October 23, 2017, the Company acquired 100% of the outstanding shares in Limecom, Inc., (“Limecom” and such acquisition, the “Limecom Acquisition”) from Heritage Ventures Limited (“Heritage”). On January 30, 2019, the Company exercised a right to rescind the Limecom Acquisition, principally in an effort to reduce the Company’s continuing debt obligations associated with the Limecom Acquisition. On December 6, 2017, the Company completed its formation of SDI NEXT DISTRUBUTION LLC (“SDI Next”) in which the Company owns a 51% membership interest, previously announced August 24, 2017 in a letter of intent with Fisk Holdings, LLC (“Fisk Holdings”). Per the Operating Agreement of SDI Next, the Company and Fisk Holdings will serve as the Managing Members of SDI Next and the Company will contribute a total of $500,000, to be paid per an agreed-upon schedule over a twelve-month period. Fisk Holdings will contribute 30,000 active point of sale locations for distribution of retail telecommunications and prepaid financial products and services to include, but not be limited to: prepaid GPR cards, prepaid gift cards, prepaid money transfer, prepaid utility payments, and other prepaid products. The completed formation of an established distribution business for third-party gift cards, digital content, mobile top up, financial services and digital content, which presently includes more than 31,600 U.S. active Point of Sale locations, including store locations, convenience stores, bodegas, store fronts, etc. The parties agreed that additional product lines may be added with unanimous decision by the Managing Members of SDI Next. During 2018, it was agreed between the parties to distribute the Company’s recently announced CUENTAS GPR card and mobile banking solution aimed to the unbanked, underbanked and financially underserved consumers, making them available to customers at the more than 31,600 retail locations SDI Next presently serves. SDI Next was dissolved on August 22, 2020. On December 31, 2019, the Company entered into a series of integrated transactions to license the Platforms from CIMA, through CIMA’s wholly owned subsidiaries Knetik, and Auris (the “Transaction Closing”) pursuant to that certain Platform License Agreement, dated December 31, 2019 by and among (i) the Company, (ii) CIMA, (iii) Knetik and (iv) Auris (the “License Agreement”) and the various other agreements listed below. Under the License Agreement Cima received a one-time licensing fee in the amount of $9,000 in the form of a convertible note that may be converted, at the option of Cima, into up to 25% of the total shares of Common Stock of the Company, par value $0.001 per share (the “Common Stock”) on a fully diluted basis as of December 31, 2019. On December 31, 2019, CIMA exercised its option to convert the Convertible Promissory Note into 702,992 shares of Common Stock of the Company. Upon the conversion of the Series B Preferred shares into common stock, CIMA received an additional five million shares pursuant to their anti-dilution warrant agreement. The acquired intangible assets that consisted of perpetual software license had an estimated fair value of $9,000. The Company will amortize the intangible assets on a straight-line basis over their expected useful life of 60 months. Identifiable intangible assets were recorded as follows: Asset Amount Life Intangible Assets $ 9,000 60 Total $ 9,000 60 On March 5, 2021, the Company purchased the domain www.cuentas.com in consideration of $47,000. The Company will amortize the intangible assets on a straight-line basis over their expected useful life of 60 months. Identifiable intangible assets were recorded as follows: Asset Amount Life Intangible Assets $ 47 60 Total $ 47 60 Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values and reviewed periodically for impairment. Amortization of intangible assets for each of the next five years and thereafter is expected to be as follows: Year ended December 31, 2021 $ 1,810 2022 1,810 2023 1,810 2024 1,810 2025 7 Total $ 7,247 Amortization expense was $452 and $450 for the periods ended March 31, 2021 and 2020, respectively. Amortization expense for each period is included in operating expenses. Pursuant to the License Agreement, the Company shall pay CIMA annual fees for the maintenance and support services in accordance with the following schedule: (i) for the first (1st) calendar year from the Effective Date, $300 were paid in 2020; (ii) for the second (2nd) calendar year from the Effective Date, $500 to be paid on December 31, 2020; (iii) for the third (3rd) calendar year from the Effective Date, $700 to be paid on December 31, 2021; (iv) for the fourth (4th) calendar year from the Effective Date, $1,000 to be paid on December 31, 2022; (v) for the fifth (5th) calendar year from the Effective Date, $640 to be paid on December 31, 2022; and (vi) for each calendar year thereafter, $640 to be paid on the anniversary date. REVERSE SPLIT On February 2, 2021, 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 two and a half 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 2.5-for-1 basis, and the exercise price of each such outstanding stock option and common warrant has been proportionately increased on a 2.5-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 2.5-for-1 reverse stock split. On February 2, 2021 the Company’s common stock and warrants began trading on The Nasdaq Capital Market under the symbols “CUEN” and “CUENW,” respectively. COVID-19 In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”. A significant outbreak of COVID-19 and other infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide, as well as our business and operations. The extent to which COVID-19 impacts our business and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our business and results of operations may be materially adversely affected. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2021. 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, 2020, filed with the SEC on March 25, 2021 (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, 2020. 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. Estimates are used when accounting for stock-based compensation. 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, 2021: Deferred Balance at December 31, 2020 $ 652 Change in deferred revenue 24 Balance at March 31, 2021 $ 676 Revenue allocated to remaining performance obligations represent contracted revenue that has not yet been recognized (“contracted not recognized”). Contracted not recognized revenue was $676 as of March 31, 2021, 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 accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments and measurement of their fair value for accounting purposes. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt under ASC 470, the Company will continue its evaluation process of these instruments as derivative financial instruments under ASC 815. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. 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, 2021 Level 1 Level 2 Level 3 Total Assets: Marketable securities 52 - - 52 Total assets 52 - - 52 Liabilities: Stock based liabilities 8 - - 8 Total liabilities 8 - - 8 Balance as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Marketable securities 3 - - 3 Total assets 3 - - 3 Liabilities: Stock based liabilities 102 - - 102 Total liabilities 102 - - 102 Basic Income (Loss) Per Share Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted average number of shares adjusted for any potentially dilutive debt or equity. Recently Issued Accounting Standards New pronouncements issued but not effective as of March 31, 2021 are not expected to 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, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK OPTIONS | NOTE 3 – STOCK OPTIONS The following table summarizes all stock option activity for the nine months ended March 31, 2021: Shares Weighted- Outstanding, December 31, 2020 135,200 $ 11.18 Granted - - Forfeited - - Outstanding, March 31, 2021 135,200 $ 11.18 The following table discloses information regarding outstanding and exercisable options at March 31, 2021: Outstanding Exercisable Exercise Number of Weighted Average Weighted Average Number of Weighted Average $ 14.35 79,200 $ 14.35 3.99 79,200 $ 14.35 7.50 36,000 7.50 3.46 36,000 7.50 5.23 20,000 5.23 2.99 20,000 5.23 135,200 $ 11.18 3.43 135,200 $ 11.18 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 4 – STOCKHOLDERS’ EQUITY Common Stock The following summarizes the Common Stock activity for the three months ended March 31, 2021: Summary of common stock activity for the three months ended March 31, 2021 Outstanding shares Balance, December 31, 2020 10,590,491 Shares issued for Common Stock 2,790,697 Shares issued due to conversion of Warrants 418,604 Return of commitment shares (43,525 ) Shares issued for services 10,000 Shares issued to employees 63,334 Balance, March 31, 2021 13,829,601 On February 2, 2021, the Company issued 20,000 shares of its Common Stock to its Chief Financial Officer, 40,000 shares of its Common Stock to a member of the Board of Directors of the Company and 3,334 shares of its Common Stock to a former employee. The fair market value of the shares was $245. On February 2, 2021 the Company’s common stock and warrants began trading on The Nasdaq Capital Market under the symbols “CUEN” and “CUENW,” respectively. On February 4, 2020 the Company sold an aggregate of 2,790,697 units at a price to the public of $4.30 per unit (the “Offering”), each unit consisting of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and a warrant exercisable for five years to purchase one share of Common Stock at an exercise price of $4.30 per share (the “Warrants”), pursuant to that certain Underwriting Agreement, dated as of February 1, 2021 (the “Underwriting Agreement”), between the Company and Maxim Group LLC (the “Representative” or “Maxim”), as representative of the sole underwriter. In addition, pursuant to the Underwriting Agreement, the Company granted Maxim a 45-day option to purchase up to 418,604 additional shares of Common Stock, and/or 418,604 additional Warrants, to cover over-allotments in connection with the Offering. The Common Stock and the Warrants were offered and sold to the public pursuant to the Company’s registration statements on Form S-1 (File Nos. 333-249690 and 333-252642), filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), on October 28, 2020, as amended, and which became effective on February 1, 2021. The Company received gross proceeds of approximately $12.0 million, before deducting underwriting discounts and commissions of 8% of the gross proceeds and estimated Offering expenses. Pursuant to the Underwriting Agreement, the Company also agreed to issue to Maxim warrants (the “Underwriter’s Warrants”) to purchase up to a total of 223,256 shares of Common Stock (8% of the shares of Common Stock sold in the Offering). The Underwriter’s Warrants are exercisable at $5.375 per share of Common Stock and have a term of five years. The Underwriter’s Warrants are subject to a lock-up for 180 days from the commencement of sales in the Offering, including a mandatory lock-up period in accordance with FINRA Rule 5110(e), and will be non-exercisable for six months after February 1, 2021. The total expenses of the offering are estimated to be approximately $1.4 million, which included Maxim’s expenses relating to the offering. On March 4, 2021 and pursuant to the Underwriting Agreement, Maxim exercised its 45-day option to purchase up to 418,604 additional Warrants, to cover over-allotments in connection with the Offering. On March 17, 2021, the Company issued 10,000 shares of its Common Stock pursuant to a service Agreement between the Company and a service provider, dated May 16, 2019. The fair market value of the shares at the issuance date was $38. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 – RELATED PARTY TRANSACTIONS Related party balances at March 31, 2021 and December 31, 2020 consisted of the following: Related party payables, net of discounts March 31, December 31, (dollars in thousands) (a) Due to Next Communications, Inc. (current) $ - $ 10 (c) Principal and interest due to Dinar Zuz LLC due to Dinar Zuz LLC - 355 (d) Due to Cima Telecom Inc. 540 417 Total Due from related parties $ 540 $ 782 (a) Next Communication, Inc. is a corporation in which the Company’s Chief Executive Officer a controlling interest and served as the Chief Executive Officer. (b) Due to the April 6, 2020 Loan Agreement with the Company to borrow up to $462 at an annual interest rate of nine percent (9.0%) (the second “Dinar Zuz Note”). On March 5, 2021 the Company fully prepaid its loan to Dinar Zuz. (c) Composed from annual fees in the amount of $500 for the maintenance and support services in accordance with the software maintenance agreement for the second calendar year from the Effective Date, consulting services and other software development services. Employment Agreements On February 24, 2021, the employment agreement dated July 24, 2020 for Arik Maimon expired in accordance with its terms and as previously disclosed by the Company. As a result of the expiration of the employment agreement, Mr. Maimon was no longer employed as the Chief Executive Officer of the Company, but he continued to act as Chairman of the Board of Directors of the Company. On February 25, 2021, the Board appointed Mr. Maimon to act as interim Chief Executive Officer, which position will terminate upon the earlier of August 25, 2021 or the date on which his successor is duly elected and appointed by the Board of the Company. On February 24, 2021, the employment agreement dated July 24, 2020 for Michael De Prado expired in accordance with its terms and as previously disclosed by the Company. As a result of the expiration of the employment agreement, Mr. De Prado is no longer the President of the Company but has become the Vice Chairman of the Board. On March 5, 2021 and pursuant to the Side Letter Agreement, the Board of Directors of the Company approved a special bonus in the amount of $500 to each of Mr. Maimon and Mr. De Prado due to the successful up-listing of the Company’s shares on the Nasdaq Capital Markets. Half of the bonus ($250) was paid in cash and half will be paid in Common shares of the Company. |
Customer Concentration
Customer Concentration | 3 Months Ended |
Mar. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
CUSTOMER CONCENTRATION | NOTE 6 – CUSTOMER CONCENTRATION The Company did not have any one customer account for more than 10% of its revenues during the three months ended March 31, 2021 and 2020, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 – 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 December 20, 2017, a complaint was filed by J. P. Carey Enterprises, Inc. (“JP Carey”) alleging a claim for $473,000 related to Franjose Yglesias-Bertheau, a former Vice President of PLKD. Even though the Company made the agreed payment of $10,000 on January 2, 2017, and issued 6,001 shares of Common Stock as conversion of the $70,000 note as agreed in its settlement agreement, JP Carey alleges damages that the Company claims are without merit because JP Carey received full compensation as agreed. The Company is in the process of defending itself against these claims. The Company has not accrued losses related to this claim due to the early stages of litigation. On January 29, 2019, the Company was served with another complaint by JP Carey claiming similar issues as to the previous complaint, with the new claimed damages totaling $1,108,037.85. JP Carey and the Company filed motions for a summary judgment. On June 23, 2020, the case was transferred to the Business Court at the request of the Superior Court Judge previously assigned to the case. Judge Ellerbe from the Business Court has been assigned as the new judge. On October 1, 2020, the court granted the Company’s motion for summary judgment and denied JP Carey’s motion for summary judgment. On October 30, 2020, JP Carey filed a notice of appeal to the trial court’s October 1 and 7, 2020 orders granting summary judgment in favor of Cuentas. The briefing in the appeal was completed during the first quarter of 2021. Oral argument held on April 13, 2021 but no decision has been rendered yet. On November 16, 2020, Cuentas filed a motion seeking payment from JP Carey of $140,970.82 in attorney fees and costs accrued as of November 13, 2020. JP Carey’s response brief was due on December 21, 2020 and thereafter Cuentas may reply. The trial court has not yet set a date to hear this motion. On October 23, 2018, the Company was served by Telco Cuba Inc. for an amount in excess of $15,000 but the total amount was not specified. The Company was served on December 7, 2018, with a complaint alleging damages including unspecified damages for product, advertising and other damages in addition to $50,000 paid to the Defendants. The Company retained an attorney and has taken steps to defend itself vigorously in this case. Depositions are in process of being scheduled. On October 25, 2018, the Company was served with a complaint by former company Chief Financial Officer, Michael Naparstek, claiming breach of contract for 833,333 shares (pre-2018 reverse stock split), $25,554 of compensation and $8,823 of expenses. This case was withdrawn in Palm Beach County and on January 11, 2019, a similar complaint was filed in Miami-Dade County. During the recent mediation, the Parties reached an understanding of full settlement amount of $2,500. The Company has deposited the settlement amount to an escrow account of its counsel until a stipulation of settlement will be executed by both parties. On November 7, 2018, the Company and its now former subsidiary, Limecom, were served with a complaint by IDT Domestic Telecom, Inc. for telecommunications services provided to Limecom during 2018 in the amount of $50,000. The Company has no accrual expenses as of December 31, 2019, related to the complaint given the early nature of the process. Limecom was a subsidiary of the Company during this period but since the Limecom Acquisition was rescinded on January 30, 2019, and Limecom agreed to indemnify and hold harmless the Company from this and other debts. The Company retained an attorney and is defending itself vigorously in this case. A court ordered mandatory arbitration session took place and the arbitration findings were issued on June 19, 2020, and a request for trial de novo was filed on July 16, 2020, in order to have the matter docketed on the calendar. The court came to the determination that while not indicative of success at trial, the court denied Plaintiff’s motion for summary judgment. As of this time, a trial date was set for July 6, 2021. 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 Cuentas. The arbitration demand originated from another demand for arbitration that Secure IP received from VoIP Capital International (“VoIP”) in March 2019, demanding $1,052,838.09 in damages allegedly caused by unpaid receivables that Limecom assigned to VoIP based on the RCS. On June 5, 2020, SecureIP filed a complaint against Limecom, Heritage Ventures Limited (“Heritage”), an unrelated third party and owner of Limecom, and the Company. The complaint primarily concerns alleged indebtedness owed SecureIP by Limecom. SecureIP also alleges that Cuentas received certain transfers of funds which it alleges may be an avoidable transfer under Florida Statute §725.105 up to $1,052,838.09. Cuentas is contemplating filing a motion to dismiss the complaint and disputes that it received the alleged $1,052,838.09 from Limecom. Moreover, to the extent Cuentas has exposure for any transfers from Limecom, both Limecom and Heritage have indemnified Cuentas for any such liability. The Company will vigorously defend its position to be removed as a named party in this action due to the fact that Cuentas rescinded the Limecom Acquisition on January 30, 2019. |
Subsequesnt Events
Subsequesnt Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUESNT EVENTS | NOTE 8 – SUBSEQUESNT EVENTS On April 1, 2021 the Company executed a lease for office space effective April 1, 2019. The lease requires monthly rental payments of $7. On April 20, 2021 the Company paid off its loan and accrued interest in the amount of $260 to Arie Gresonie. The Company paid an amount equal to $125 plus $ 5, which represents the amount of interest accrued on such $125 since the date on which the loan was made under the Note through April 16, 2021. In addition, The Company issued 30,233 shares of Common Stock of the Company. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2021. 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, 2020, filed with the SEC on March 25, 2021 (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, 2020. |
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. Estimates are used when accounting for stock-based compensation. |
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, 2021: Deferred Balance at December 31, 2020 $ 652 Change in deferred revenue 24 Balance at March 31, 2021 $ 676 Revenue allocated to remaining performance obligations represent contracted revenue that has not yet been recognized (“contracted not recognized”). Contracted not recognized revenue was $676 as of March 31, 2021, of which the Company expects to recognize 100% of the revenue over the next 12 months. |
Derivative and Fair Value of Financial Instruments | Derivative and Fair Value of Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments and measurement of their fair value for accounting purposes. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt under ASC 470, the Company will continue its evaluation process of these instruments as derivative financial instruments under ASC 815. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. 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, 2021 Level 1 Level 2 Level 3 Total Assets: Marketable securities 52 - - 52 Total assets 52 - - 52 Liabilities: Stock based liabilities 8 - - 8 Total liabilities 8 - - 8 Balance as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Marketable securities 3 - - 3 Total assets 3 - - 3 Liabilities: Stock based liabilities 102 - - 102 Total liabilities 102 - - 102 |
Basic Income (Loss) Per Share | Basic Income (Loss) Per Share Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted average number of shares adjusted for any potentially dilutive debt or equity. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards New pronouncements issued but not effective as of March 31, 2021 are not expected to 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. |
Organization and Description _2
Organization and Description of Business (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of intangible assets | Asset Amount Life Intangible Assets $ 9,000 60 Total $ 9,000 60 Asset Amount Life Intangible Assets $ 47 60 Total $ 47 60 |
Schedule of amortization of intangible assets | Year ended December 31, 2021 $ 1,810 2022 1,810 2023 1,810 2024 1,810 2025 7 Total $ 7,247 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of deferred revenue | Deferred Balance at December 31, 2020 $ 652 Change in deferred revenue 24 Balance at March 31, 2021 $ 676 |
Schedule of financial assets and liabilities are measured at fair value on a recurring basis | Balance as of March 31, 2021 Level 1 Level 2 Level 3 Total Assets: Marketable securities 52 - - 52 Total assets 52 - - 52 Liabilities: Stock based liabilities 8 - - 8 Total liabilities 8 - - 8 Balance as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Marketable securities 3 - - 3 Total assets 3 - - 3 Liabilities: Stock based liabilities 102 - - 102 Total liabilities 102 - - 102 |
Stock Options (Tables)
Stock Options (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock option activity | Shares Weighted- Outstanding, December 31, 2020 135,200 $ 11.18 Granted - - Forfeited - - Outstanding, March 31, 2021 135,200 $ 11.18 |
Schedule of information regarding outstanding and exercisable options | Outstanding Exercisable Exercise Number of Weighted Average Weighted Average Number of Weighted Average $ 14.35 79,200 $ 14.35 3.99 79,200 $ 14.35 7.50 36,000 7.50 3.46 36,000 7.50 5.23 20,000 5.23 2.99 20,000 5.23 135,200 $ 11.18 3.43 135,200 $ 11.18 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of common stock activity | Summary of common stock activity for the three months ended March 31, 2021 Outstanding shares Balance, December 31, 2020 10,590,491 Shares issued for Common Stock 2,790,697 Shares issued due to conversion of Warrants 418,604 Return of commitment shares (43,525 ) Shares issued for services 10,000 Shares issued to employees 63,334 Balance, March 31, 2021 13,829,601 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of related party balances | March 31, December 31, (dollars in thousands) (a) Due to Next Communications, Inc. (current) $ - $ 10 (c) Principal and interest due to Dinar Zuz LLC due to Dinar Zuz LLC - 355 (d) Due to Cima Telecom Inc. 540 417 Total Due from related parties $ 540 $ 782 (a) Next Communication, Inc. is a corporation in which the Company’s Chief Executive Officer a controlling interest and served as the Chief Executive Officer. (b) Due to the April 6, 2020 Loan Agreement with the Company to borrow up to $462 at an annual interest rate of nine percent (9.0%) (the second “Dinar Zuz Note”). On March 5, 2021 the Company fully prepaid its loan to Dinar Zuz. (c) Composed from annual fees in the amount of $500 for the maintenance and support services in accordance with the software maintenance agreement for the second calendar year from the Effective Date, consulting services and other software development services. |
Organization and Description _3
Organization and Description of Business (Details) - USD ($) $ in Thousands | Mar. 05, 2021 | Feb. 02, 2021 | Jul. 03, 2020 | Dec. 06, 2017 | Aug. 24, 2020 | Dec. 31, 2019 | Sep. 21, 2005 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Oct. 23, 2017 | May 31, 2016 |
Organization and Description of Business (Details) [Line Items] | ||||||||||||
Business acquisition, description | Fisk Holdings will contribute 30,000 active point of sale locations for distribution of retail telecommunications and prepaid financial products and services to include, but not be limited to: prepaid GPR cards, prepaid gift cards, prepaid money transfer, prepaid utility payments, and other prepaid products. The completed formation of an established distribution business for third-party gift cards, digital content, mobile top up, financial services and digital content, which presently includes more than 31,600 U.S. active Point of Sale locations, including store locations, convenience stores, bodegas, store fronts, etc. The parties agreed that additional product lines may be added with unanimous decision by the Managing Members of SDI Next. During 2018, it was agreed between the parties to distribute the Company’s recently announced CUENTAS GPR card and mobile banking solution aimed to the unbanked, underbanked and financially underserved consumers, making them available to customers at the more than 31,600 retail locations SDI Next presently serves. SDI Next was dissolved on August 22, 2020. | |||||||||||
License agreement, description | (i) for the first (1st) calendar year from the Effective Date, $300 were paid in 2020; (ii) for the second (2nd) calendar year from the Effective Date, $500 to be paid on December 31, 2020; (iii) for the third (3rd) calendar year from the Effective Date, $700 to be paid on December 31, 2021; (iv) for the fourth (4th) calendar year from the Effective Date, $1,000 to be paid on December 31, 2022; (v) for the fifth (5th) calendar year from the Effective Date, $640 to be paid on December 31, 2022; and (vi) for each calendar year thereafter, $640 to be paid on the anniversary date. | Under the License Agreement Cima received a one-time licensing fee in the amount of $9,000 in the form of a convertible note that may be converted, at the option of Cima, into up to 25% of the total shares of Common Stock of the Company, par value $0.001 per share (the “Common Stock”) on a fully diluted basis as of December 31, 2019. On December 31, 2019, CIMA exercised its option to convert the Convertible Promissory Note into 702,992 shares of Common Stock of the Company. Upon the conversion of the Series B Preferred shares into common stock, CIMA received an additional five million shares pursuant to their anti-dilution warrant agreement. | ||||||||||
Estimated fair value amount (in Dollars) | $ 47 | $ 9,000 | $ 9,000 | |||||||||
Expected useful life | 60 months | 60 months | ||||||||||
Amortization expense (in Dollars) | $ 452 | $ 450 | ||||||||||
Reverse stock split, description | (i) every two and a half 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 2.5-for-1 basis, and the exercise price of each such outstanding stock option and common warrant has been proportionately increased on a 2.5-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 2.5-for-1 reverse stock split. | |||||||||||
Meimoun And Mammon [Member] | ||||||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||||||
Ownership percentage in subsidiaries | 100.00% | |||||||||||
Nxtgn [Member] | ||||||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||||||
Ownership percentage in subsidiaries | 65.00% | |||||||||||
Next Mobile 360, LLC. [Member] | ||||||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||||||
Ownership percentage in subsidiaries | 100.00% | |||||||||||
Next Cala, Inc. [Member] | ||||||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||||||
Percentage of interests and shares received | 60.00% | |||||||||||
SDI NEXT Distribution LLC [Member] | ||||||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||||||
Ownership percentage in subsidiaries | 51.00% | |||||||||||
Next Cala, Inc. [Member] | ||||||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||||||
Ownership percentage in subsidiaries | 94.00% | |||||||||||
Limecom, Inc. [Member] | ||||||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||||||
Percentage of interests and shares received | 100.00% | |||||||||||
Fisk Holdings Llc [Member] | ||||||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||||||
Business acquisition contributed (in Dollars) | $ 500,000 |
Organization and Description _4
Organization and Description of Business (Details) - Schedule of intangible assets - USD ($) $ in Thousands | Mar. 05, 2021 | Dec. 31, 2019 |
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible Assets, Amount | $ 47 | $ 9,000 |
Total, Life | 60 months | 60 months |
Intangible Assets [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible Assets, Amount | $ 47 | $ 9,000 |
Total, Life | 60 months | 60 months |
Organization and Description _5
Organization and Description of Business (Details) - Schedule of amortization of intangible assets $ in Thousands | Mar. 31, 2021USD ($) |
Schedule of amortization of intangible assets [Abstract] | |
2021 | $ 1,810 |
2022 | 1,810 |
2023 | 1,810 |
2024 | 1,810 |
2025 | 7 |
Total | $ 7,247 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Basis of Presentation (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Accounting Policies [Abstract] | |
Revenue allocated to remaining performance obligations, description | Revenue allocated to remaining performance obligations represent contracted revenue that has not yet been recognized (“contracted not recognized”). Contracted not recognized revenue was $676 as of March 31, 2021, of which the Company expects to recognize 100% of the revenue over the next 12 months. |
Revenue recognized | $ 676 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies and Basis of Presentation (Details) - Schedule of deferred revenue $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Schedule of deferred revenue [Abstract] | |
Balance beginning, deferred revenue | $ 652 |
Change in deferred revenue | 24 |
Balance ending, deferred revenue | $ 676 |
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 | Mar. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Total assets | $ 52 | $ 3 |
Liabilities: | ||
Total liabilities | 8 | 102 |
Marketable Securities [Member] | ||
Assets: | ||
Total assets | 52 | 3 |
Stock Based Liabilities [Member] | ||
Liabilities: | ||
Total liabilities | 8 | 102 |
Level 1 [Member] | ||
Assets: | ||
Total assets | 52 | 3 |
Liabilities: | ||
Total liabilities | 8 | 102 |
Level 1 [Member] | Marketable Securities [Member] | ||
Assets: | ||
Total assets | 52 | 3 |
Level 1 [Member] | Stock Based Liabilities [Member] | ||
Liabilities: | ||
Total liabilities | 8 | 102 |
Level 2 [Member] | ||
Assets: | ||
Total assets | ||
Liabilities: | ||
Total liabilities | ||
Level 2 [Member] | Marketable Securities [Member] | ||
Assets: | ||
Total assets | ||
Level 2 [Member] | Stock Based Liabilities [Member] | ||
Liabilities: | ||
Total liabilities | ||
Level 3 [Member] | ||
Assets: | ||
Total assets | ||
Liabilities: | ||
Total liabilities | ||
Level 3 [Member] | Marketable Securities [Member] | ||
Assets: | ||
Total assets | ||
Level 3 [Member] | Stock Based Liabilities [Member] | ||
Liabilities: | ||
Total liabilities |
Stock Options (Details) - Sched
Stock Options (Details) - Schedule of stock option activity - Employee Stock Option [Member] | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Stock Options (Details) - Schedule of stock option activity [Line Items] | |
Shares, Outstanding, Beginning | shares | 135,200 |
Weighted- Average Exercise Price Per Share, Outstanding, Beginning | $ / shares | $ 11.18 |
Shares, Granted | shares | |
Weighted- Average Exercise Price Per Share, Granted | $ / shares | |
Shares, Forfeited | shares | |
Weighted- Average Exercise Price Per Share, Forfeited | $ / shares | |
Shares, Outstanding, Ending | shares | 135,200 |
Weighted- Average Exercise Price Per Share, Outstanding, Ending | $ / shares | $ 11.18 |
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, 2021 | Dec. 31, 2020 | |
Stock Options (Details) - Schedule of information regarding outstanding and exercisable options [Line Items] | ||
Number of Option Shares (in Shares) | 135,200 | 135,200 |
Outstanding, Weighted Average Exercise Price | $ 11.18 | $ 11.18 |
Weighted Average Remaining Life (Years) | 3 years 156 days | |
Exercisable, Number of Option Shares (in Shares) | 135,200 | |
Exercisable, Weighted Average Exercise Price | $ 11.18 | |
14.35 [Member] | ||
Stock Options (Details) - Schedule of information regarding outstanding and exercisable options [Line Items] | ||
Exercise Prices | $ 14.35 | |
Number of Option Shares (in Shares) | 79,200 | |
Outstanding, Weighted Average Exercise Price | $ 14.35 | |
Weighted Average Remaining Life (Years) | 3 years 361 days | |
Exercisable, Number of Option Shares (in Shares) | 79,200 | |
Exercisable, Weighted Average Exercise Price | $ 14.35 | |
7.50 [Member] | ||
Stock Options (Details) - Schedule of information regarding outstanding and exercisable options [Line Items] | ||
Exercise Prices | $ 7.50 | |
Number of Option Shares (in Shares) | 36,000 | |
Outstanding, Weighted Average Exercise Price | $ 7.50 | |
Weighted Average Remaining Life (Years) | 3 years 167 days | |
Exercisable, Number of Option Shares (in Shares) | 36,000 | |
Exercisable, Weighted Average Exercise Price | $ 7.50 | |
5.23 [Member] | ||
Stock Options (Details) - Schedule of information regarding outstanding and exercisable options [Line Items] | ||
Exercise Prices | $ 5.23 | |
Number of Option Shares (in Shares) | 20,000 | |
Outstanding, Weighted Average Exercise Price | $ 5.23 | |
Weighted Average Remaining Life (Years) | 2 years 361 days | |
Exercisable, Number of Option Shares (in Shares) | 20,000 | |
Exercisable, Weighted Average Exercise Price | $ 5.23 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 17, 2021 | Mar. 04, 2021 | Feb. 04, 2020 | Feb. 01, 2020 | Feb. 02, 2021 | Mar. 31, 2021 |
Stockholders' Equity (Details) [Line Items] | ||||||
Fair market value (in Dollars) | $ 245 | |||||
Sold an aggregate of units | 2,790,697 | |||||
Unit price per share (in Dollars per share) | $ 4.30 | |||||
Common stock, par value (in Dollars per share) | 0.001 | |||||
Exercise price per share (in Dollars per share) | $ 4.30 | |||||
Total expenses of offering (in Dollars) | $ 1,400 | |||||
Chief Financial Officer [Member] | Common Stock [Member] | ||||||
Stockholders' Equity (Details) [Line Items] | ||||||
Common stock shares, issued | 20,000 | |||||
Board of Directors [Member] | Common Stock [Member] | ||||||
Stockholders' Equity (Details) [Line Items] | ||||||
Common stock shares, issued | 40,000 | |||||
Former Employee [Member] | Common Stock [Member] | ||||||
Stockholders' Equity (Details) [Line Items] | ||||||
Common stock shares, issued | 3,334 | |||||
Underwriting Agreement [Member] | ||||||
Stockholders' Equity (Details) [Line Items] | ||||||
Option to purchase additional shares | 418,604 | |||||
Gross proceeds (in Dollars) | $ 12,000 | |||||
Discounts and commissions | 8.00% | |||||
Underwriter’s warrants, description | Pursuant to the Underwriting Agreement, the Company also agreed to issue to Maxim warrants (the “Underwriter’s Warrants”) to purchase up to a total of 223,256 shares of Common Stock (8% of the shares of Common Stock sold in the Offering). The Underwriter’s Warrants are exercisable at $5.375 per share of Common Stock and have a term of five years. | |||||
Service Agreement [Member] | ||||||
Stockholders' Equity (Details) [Line Items] | ||||||
Common stock shares, issued | 10,000 | |||||
Fair market value (in Dollars) | $ 38 | |||||
Option to purchase additional shares | 418,604 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of common stock activity | 3 Months Ended |
Mar. 31, 2021shares | |
Schedule of common stock activity [Abstract] | |
Balance, December 31, 2020 | 10,590,491 |
Shares issued for Common Stock | 2,790,697 |
Shares issued due to conversion of Warrants | 418,604 |
Return of commitment shares | (43,525) |
Shares issued for services | 10,000 |
Shares issued to employees | 63,334 |
Balance, March 31, 2021 | 13,829,601 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Mar. 05, 2021 | Apr. 06, 2020 | Mar. 31, 2021 |
Related Party Transactions [Abstract] | |||
Loan agreement | $ 462,000 | ||
Interest rate percent | 9.00% | ||
Annual fees amount | $ 500,000 | ||
Special bonus amount | $ 500,000 | ||
Bonus paid by cash | $ 250 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of related party balances - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of related party balances [Abstract] | |||
Due to Next Communications, Inc. (current) | [1] | $ 10 | |
Principal and interest due to Dinar Zuz LLC due to Dinar Zuz LLC | [2] | 355 | |
Due to Cima Telecom Inc. | [3] | 540 | 417 |
Total Due from related parties | $ 540 | $ 782 | |
[1] | Next Communication, Inc. is a corporation in which the Company’s Chief Executive Officer a controlling interest and served as the Chief Executive Officer. | ||
[2] | Due to the April 6, 2020 Loan Agreement with the Company to borrow up to $462 at an annual interest rate of nine percent (9.0%) (the second “Dinar Zuz Note”). On March 5, 2021 the Company fully prepaid its loan to Dinar Zuz. | ||
[3] | Composed from annual fees in the amount of $500 for the maintenance and support services in accordance with the software maintenance agreement for the second calendar year from the Effective Date, consulting services and other software development services. |
Customer Concentration (Details
Customer Concentration (Details) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Sales Revenues [Member] | ||
Customer Concentration (Details) [Line Items] | ||
Concentration risk, percentage | 10.00% | 10.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | May 01, 2019 | Dec. 07, 2018 | Nov. 07, 2018 | Nov. 16, 2020 | Jan. 29, 2019 | Oct. 25, 2018 | Oct. 23, 2018 | Dec. 20, 2017 |
Commitments and Contingencies (Details) [Line Items] | ||||||||
Claim for related party | $ 473,000 | |||||||
Legal settlement alleging claim, description | Even though the Company made the agreed payment of $10,000 on January 2, 2017, and issued 6,001 shares of Common Stock as conversion of the $70,000 note as agreed in its settlement agreement, JP Carey alleges damages that the Company claims are without merit because JP Carey received full compensation as agreed. | |||||||
Commitments and contingencies, description | The arbitration demand originated from another demand for arbitration that Secure IP received from VoIP Capital International (“VoIP”) in March 2019, demanding $1,052,838.09 in damages allegedly caused by unpaid receivables that Limecom assigned to VoIP based on the RCS. On June 5, 2020, SecureIP filed a complaint against Limecom, Heritage Ventures Limited (“Heritage”), an unrelated third party and owner of Limecom, and the Company. The complaint primarily concerns alleged indebtedness owed SecureIP by Limecom. SecureIP also alleges that Cuentas received certain transfers of funds which it alleges may be an avoidable transfer under Florida Statute §725.105 up to $1,052,838.09. Cuentas is contemplating filing a motion to dismiss the complaint and disputes that it received the alleged $1,052,838.09 from Limecom. Moreover, to the extent Cuentas has exposure for any transfers from Limecom, both Limecom and Heritage have indemnified Cuentas for any such liability. The Company will vigorously defend its position to be removed as a named party in this action due to the fact that Cuentas rescinded the Limecom Acquisition on January 30, 2019. | the Company was served with another complaint by JP Carey claiming similar issues as to the previous complaint, with the new claimed damages totaling $1,108,037.85. | ||||||
JP Carey [Member] | ||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||
Payment from related party | $ 140,970.82 | |||||||
Telco Cuba Inc. [Member] | ||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||
Service provider amount | $ 15,000 | |||||||
Advertising and other damages | $ 50,000 | |||||||
Michael Naparstek [Member] | ||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||
Commitments and contingencies, description | the Company was served with a complaint by former company Chief Financial Officer, Michael Naparstek, claiming breach of contract for 833,333 shares (pre-2018 reverse stock split), $25,554 of compensation and $8,823 of expenses. This case was withdrawn in Palm Beach County and on January 11, 2019, a similar complaint was filed in Miami-Dade County. During the recent mediation, the Parties reached an understanding of full settlement amount of $2,500. | |||||||
Service provider claiming breach of contract for shares (in Shares) | 833,333 | |||||||
IDT Domestic Telecom, Inc [Member] | ||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||
Claim for related party | $ 50,000 |
Subsequesnt Events (Details)
Subsequesnt Events (Details) - Subsequent Event [Member] - USD ($) $ in Thousands | Apr. 01, 2021 | Apr. 20, 2021 |
Subsequesnt Events (Details) [Line Items] | ||
Lease monthly rental payments | $ 7 | |
Subsequent event, description | the Company paid off its loan and accrued interest in the amount of $260 to Arie Gresonie. The Company paid an amount equal to $125 plus $ 5, which represents the amount of interest accrued on such $125 since the date on which the loan was made under the Note through April 16, 2021. In addition, The Company issued 30,233 shares of Common Stock of the Company. |