Filed Pursuant to Rule 424(b)(3)

Registration File Nos. 333-249690

333-252642

PROSPECTUS SUPPLEMENT NO. 1

TO PROSPECTUS DATED FEBRUARY 1, 2021

Cuentas Inc.

This Prospectus Supplement No. 1 supplements information contained in our prospectus dated February 1, 2021, and includes the attached Current Report on Form 8-K as filed with the Securities and Exchange Commission on March 2, 2021. The prospectus relates to the prior sale of 2,790,697 units at an offering price of $4.30 per unit, with each unit consisting of one (1) share of our common stock, par value $0.001 per share (“Common Stock”), and one (1) warrant (“Warrant”), exercisable on or before the fifth anniversary of issuance, to purchase one (1) share of our Common Stock at an exercise price of $4.30 per share (or 100% of the price per unit). The prospectus also relates to the sale, at the option of the representative of the underwriters, of up to an additional 418,604 shares of Common Stock at a price of $4.29 per share and/or up to an additional 418,604 Warrants at a price of $0.01 per Warrant to cover over-allotments, if any.

You should read this Prospectus Supplement No. 1 in conjunction with the prospectus. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the prospectus, including any amendments or supplements thereto.

INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK.

PLEASE CAREFULLY CONSIDER THE “RISK FACTORS” BEGINNING ON PAGE 7 OF THE PROSPECTUS.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Prospectus Supplement No. 1 or the prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is March 2, 2021

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  February 24, 2021

Cuentas Inc.

(Exact name of registrant as specified in its charter)

19 W. Flagler St, Suite 902

Miami, Florida 33130

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (800) 611-3622

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 24, 2021, the employment agreement for Arik Maimon expired in accordance with its terms and as previously disclosed by Cuentas Inc. (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 (the “Board”). On February 25, 2021, the Board appointed Mr. Maimon to act as interim Chief Executive Officer, which position will terminate upon the earlier of (1) six months from the date thereof or (2) the date on which his successor is duly elected and appointed by the Board. Mr. Maimon will continue to receive the same salary.

On February 24, 2021, the employment agreement 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 and will continue to receive the same salary.

As previously disclosed, an Executive Search Committee has been established to evaluate and propose qualified executive candidates for approval by the Board, including for a new Chief Executive Officer.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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