8-K: Cuentas Forms OTT Media Joint Venture with Tummo Road

Cuentas, Inc. has entered into a joint venture with Tummo Road LLC to launch World Mobile Media Group LLC, an internet-delivered over-the-top media and digital content platform.

Summary

• Cuentas, Inc. (the Company) formed World Mobile Media Group LLC (the JV) with Tummo Road LLC (Tummo) on January 7, 2026, to operate an internet-delivered over-the-top (OTT) media and digital content platform, publicly known as World Mobile Media or WMM, including a continuous programming channel called WMM 24/7.
• Cuentas will hold a 51% membership interest in the JV, while Tummo will hold a 49% interest.
• The JV will be jointly managed by two Managing Members, one designated by Cuentas and one by Tummo, responsible for day-to-day operations.
• Certain major actions, such as mergers, acquisitions, dissolutions, or dispositions/licenses of company assets below $20 million, and changes to allocations/distributions or tax treatment, require prior written consent from members holding at least 66 2/3% of the membership interests.
• Net income and loss will be allocated 51% to Cuentas and 49% to Tummo, with Cuentas' Board of Directors reviewing and approving quarterly net income and loss determinations.
• Tummo is tasked with assisting in coordinating a Securities Purchase Agreement for a total of $400,000 in cash, payable to Cuentas, of which $150,000 will be made available to World Mobile Media Group LLC.
• The JV is required to provide unaudited quarterly financial statements within 30 days of quarter-end and audited annual financial statements within 90 days of year-end to its members.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive due to the strategic entry into a growing market (OTT media) and Cuentas securing a majority stake in the joint venture. The potential for a capital infusion is also a positive. However, the inherent risks of joint ventures, particularly regarding management and the dependency on Tummo for capital coordination, temper the overall sentiment.

Positives

• Cuentas secures a majority 51% membership interest in the new World Mobile Media Group LLC joint venture, providing significant control over the new OTT platform.
• The formation of the JV represents a strategic expansion into the growing internet-delivered over-the-top media and digital content market.
• The JV is expected to receive $150,000 in cash from a Securities Purchase Agreement coordinated by Tummo, providing initial capital for operations.
• The agreement outlines clear financial reporting requirements, including unaudited quarterly and audited annual financial statements, enhancing transparency for members.

Negatives

• The joint management structure, with two Managing Members from different entities, could potentially lead to operational disagreements or slower decision-making.
• Major decisions requiring a 66 2/3% super-majority consent mean Cuentas, despite its 51% stake, cannot unilaterally approve significant strategic actions.
• The capital contribution from Tummo is contingent on Tummo assisting to coordinate a Securities Purchase Agreement, introducing a potential dependency or delay risk for the $400,000 payment to Cuentas and the $150,000 for the JV.

Risks

• Potential for disputes between Cuentas and Tummo regarding day-to-day operations or major decisions, given the joint management and super-majority consent requirements.
• Reliance on Tummo to coordinate the Securities Purchase Agreement for the $400,000 cash payment to Cuentas and the $150,000 for the JV, which may not materialize as expected.
• Restrictions on the transfer of membership interests, requiring prior written consent, could limit liquidity or strategic flexibility for either party.
• The success of the OTT platform (World Mobile Media / WMM 24/7) is subject to market acceptance, content acquisition, and competitive pressures in the digital media industry.

Future Outlook

The joint venture, World Mobile Media Group LLC, intends to launch and operate an internet-delivered over-the-top media and digital content platform, including a continuous programming channel known as WMM 24/7. This indicates a strategic move into the digital streaming and content delivery market.

Management Comments

• The Limited Liability Company Agreement was signed by Shalom Arik Maimon, Chief Executive Officer of Cuentas Inc., and William (Chip) Quigley, COO of Tummo Road LLC, on January 7, 2026, formalizing the joint venture.

Industry Context

This announcement positions Cuentas, Inc. to enter the competitive and rapidly expanding over-the-top (OTT) media and digital content industry. The market is characterized by increasing consumer demand for streaming services and digital content, with numerous players vying for market share. The formation of a joint venture allows Cuentas to leverage Tummo's expertise and resources to establish a new platform, WMM 24/7, in this dynamic sector.

Management Changes

Corporate Governance

Legal Proceedings

• The LLC Agreement includes a structured dispute resolution process: initial mediation in Dover, DE, followed by binding, expedited arbitration administered by the American Arbitration Association in Dover, Delaware, as the exclusive legal remedy for disputes arising from the agreement.

Related Party Transactions

• The entire joint venture agreement between Cuentas, Inc. and Tummo Road LLC to form World Mobile Media Group LLC constitutes a related party transaction, establishing a new entity with shared ownership and management.

Stakeholder Impact

• Shareholders of Cuentas, Inc. could see potential long-term value creation from the company's expansion into the digital media market, though initial investments and operational risks are present.
• Employees of Cuentas, Inc. may experience new opportunities or shifts in focus as the company diversifies its operations into the OTT media space.
• Potential customers will benefit from a new over-the-top media and digital content platform, WMM 24/7, offering additional entertainment and information options.
• Tummo Road LLC, as a partner, gains a significant stake in a new media venture and is responsible for coordinating a capital raise that benefits both Cuentas and the JV.

Next Steps

• Cuentas and Tummo will designate one individual each to serve as Managing Members for the JV within five calendar days of the agreement's execution.
• The Certificate of Formation for World Mobile Media Group LLC is to be filed with the Delaware Secretary of State by January 21, 2026.
• The JV will proceed with operating an internet-delivered over-the-top media and digital content platform, including the WMM 24/7 continuous programming channel.
• Content, artist, and programming arrangements for the media platform will be governed by separate agreements.

Key Dates

Keywords

Joint Venture, OTT Media, Digital Content, Streaming Platform, Cuentas Inc., Tummo Road LLC, World Mobile Media Group LLC, WMM, SEC Filing, 8-K, Corporate Governance