Item 1.01 Entry into a Material Definitive Agreement.
On January 5, 2022, Cuentas, Inc. ("Cuentas") signed a Binding Letter of Intent
(the "LOI") with Mango Tell LLC ("Mango Tel"), SDI Black 011, LLC ("SDI Black"
and, together with Mango Tel, the "Seller") and Sohel Kapadia and Saheda Kapadia
(collectively the "Owners"), for the potential acquisition of 100% of the assets
of Mango Tel LLC and SDI Black 011("SDI Group") in exchange for $3.2 Million..
The LOI provides that Cuentas will deposit $2 Million into an escrow account
while a definitive purchase and sale agreement (the "Agreement") is drafted and
negotiated. The parties agree that the LOI is binding on each of them and that
they will use their best efforts and good faith to enter into the Agreement with
terms and conditions consistent with this Agreement. Pursuant to the Agreement,
Cuentas will acquire substantially all of the assets of SDI Black, and Mango Tel
which also include the Mango Mobile MVNO, Black Wireless MVNO, Black 011 Long
distance platform and operations and the SDI distribution platform and network
of over 31,000 bodegas and convenience stores (the "Purchased Assets").
Following the execution of the LOI, the Company shall form a company ("Newco")
into which all of the Purchased Assets shall be transferred and, following the
closing of the purchase and sale, all of the interests in Newco shall be
transferred to the Company.
The Sellers and the Owners have agreed to apply the purchase price paid by the
Company to amounts due to the repay U.S. Small Business Administration ("SBA")
loans taken by the Sellers and that Owners shall pay an additional $1,000,000
towards repayment of additional SBA loans..
Cuentas has agreed to offer employment agreements to certain Fisk/SDI key
employees.
The Seller and the Owners have agreed to indemnify and hold harmless Cuentas
from and against any liability for any amount owing to Seller's creditors with
respect to the Purchased Assets or the business operation of Seller being
transferred to Buyer pursuant to this Agreement, which liability arose prior to
the transfer of the Purchased Assets and business operations from Seller to
Buyer.
Cuentas agrees to indemnify and hold Seller harmless from and against any
liability for any amount owing with respect to the Purchased Assets and business
operations of the Seller transferred by Seller to Buyer pursuant to this
Agreement, which liability arises subsequent to the transfer of the Purchased
Assets and business operations from Seller to Buyer under this Agreement.
Seller has represented that 2021 gross revenues of SDI Black and Mango Tel were
at least $9 million. Cuentas will have the right to cancel the LOI if 2021 gross
revenues are materially less than $9 million.
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Item 9.01. Financial Statements and Exhibits
10.1 BINDING LETTER OF INTENT
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the inline XBRL document)
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