Material Agreement - Form 8-K

Item 1.01. Entry into a Material Definitive Agreement.

On May 1, 2024, Cuentas Inc. signed a Letter of Intent (LOI) with Sekur Private Data Ltd. (SWISF), a Canada corporation, and its USA subsidiary, Sekur Private Data Inc., a Delaware corporation, whose common stock is quoted and traded on the Canadian Securities Exchange, the OTC Market Group Inc's OTCQB Market and the Frankfurt Stock Exchange under the ticker symbols SKUR, SWISF and GDT0.

The LOI expresses the desire between the companies for the possible share issuance by SWISF pursuant to which Cuentas would acquire a number of restricted shares of SWISF common stock, representing 30,000,000 shares of SWISF common stock which would be issued by SWISF to Cuentas upon completion of the two transactions.

The first transaction would create an SPA for the issuance of 5,000,000 shares of SWISF common stock, in exchange for $500,000 which will be used for SWISF working capital.

The second transaction would be the issuance of 25,000,000 shares of SWISF common stock in exchange for transfer of the M&M Telecom MVNO Agreement and FCC 214 license, upon approval by the FCC, estimated to have an independent valuation of $5 million, with a 50% discount for this transaction, yielding a transfer value of $2.5 million. All dollar figures in this letter of intent are US dollars unless specifically noted.

The proposed Share Exchange is not a preliminary step towards a Corporate Merger or other business transaction between the parties. The parties are now engaged in negotiations with a view toward executing a mutually satisfactory definitive agreement on or before May 15, 2024, with the understanding that the Share Exchange and SPA will close on or before May 31, 2024.