UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Cuentas Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Florida   20-3537265
(State of Incorporation
or Organization)
  (I.R.S. Employer
Identification No.)
     

19 W. Flagler Street, Suite 902

Miami, FL

  33130
(Address of Principal Executive Offices)   (Zip Code)

 

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

 

Title of Each Class to be Registered   Name of Each Exchange on Which
Each Class is to be Registered
     
Common stock, par value $0.0001 per share   The Nasdaq Stock Market LLC
     
Warrants to purchase Common   The Nasdaq Stock Market LLC

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.  x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.  ¨

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨

 

Securities Act Registration Statement or Regulation A offering statement file number to which this form relates (if applicable): 333-249690

 

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

N/A

(Title of Class)

 

 

 

 

 

Item 1. Description of Registrant’s Securities to be Registered.

 

The securities to be registered hereby are the common stock and warrants to purchase shares of common stock of Cuentas Inc. (the “Company”). The description of the common stock and warrants contained in the section entitled “Description of Securities” in the prospectus included in the Company’s Registration Statement on Form S-1 (File No. 333-249690) originally filed with the U.S. Securities and Exchange Commission on October 28, 2020, as thereafter amended and supplemented from time to time (the “Registration Statement”), to which this Form 8-A relates, is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that is subsequently filed is also incorporated by reference herein.

 

Item 2. Exhibits.

 

Pursuant to the instructions for Form 8-A, no exhibits are required to be filed, because no other securities of the registrant are registered on the Nasdaq Stock Market LLC, and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

 

 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

Dated: February 1, 2021

 

  CUENTAS INC.
   
  By: /s/ Arik Maimon
    Arik Maimon
    Chief Executive Officer