[giora]

https://www.tipranks.com/news/press-releases/cuen-cuentas-impending-game-changing-acquisition-of-when-showcased-as-a-leading-cybersecurity-acquisition-in-2023-by-csos-annual-industry-review

[Buynow2018]

Wow…okay so you’ve been here longer by the sounds of it. I jumped in when bio diesel via algae was the next big thing. I did make a few sales but for the most part kind of forgot about it and no point in selling it for the last (too many years). It’s been my unscratched lottery ticket if anyone is an Always Sunny Fan. Well…WHEN this blows up, first round is on me…second round is on whoever held the most shares ;) I wish us luck and thanks for heads up on edit 👍🏻

[CountOfMeltedCrisco]

Been in this since 1999, WHEN ( pun intended ) it was APPI
Made some good coin flipping the occasional spikes, they
were almost predictable. But just like you, I'm hoping for the
ZIP Code changer.
Oh, and you can always edit any post you make within 15
minutes.

[Buynow2018]

WOULDN’T bet the house on it. Correction to previous post.

[Buynow2018]

Yeah, I used to get responses from Giora but really they have to be generic (insider trading careful) but often pleasant and excited about the future. When things are starting to grow, evolve and partner it would be a huge liability to reply to an individual and honestly I wouldn’t either. With that said, it does seem that after sending in inquiries it’s not too much longer that a press release comes out. I won’t be arrogant enough to believe it’s in response to my email but the timing is uncanny. Usually, quiet has been good for this company as it results in major updates, eventually. If you were growing a business and grinding 24/7, priorities would without a doubt change. Don’t take it personal and I agree, it would be nice to know everything as it’s happening but that wouldn’t be realistic. At best right now, we are “faith-base” investing and your willingness to wait is up to you. I’m not trying to be callous, just sharing general thoughts not aimed at anyone. At this point I’m along for the ride but I would put my house on the line. I have shares from 2012 lol

[CountOfMeltedCrisco]

Here come 'da bus !

WHAM!

[AKAPAK]

Some clues in the 20 Nov 2023 10Q

WORLD HEALTH ENERGY HOLDINGS, INC .

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS


E. Board and Shareholder Authority for Reverse Stock Split


On June 21, 2021, Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation (“Reverse Stock Split Certificate of Amendment”) in order to effect a reverse stock split of the Company’s common stock pursuant to a range of between 1,000-to-1 and 15,000-to-1 (the “Reverse Stock Split”), when and as determined by the Company’s Board of Directors. Pursuant to the Reverse Stock Split, each one thousand or fifteen thousand shares of common stock, or any other figure within that range, as shall be determined by the Board of Directors at a later time, will be automatically converted, without any further action by the stockholders, into one share of common stock. The Reverse Stock Split Certificate of Amendment will be effective upon receipt of approval from the Financial Industry Regulatory Authority (“FINRA”) for the Reverse Stock Split and the filing with the Secretary of the State of Delaware. As of the date of this report, the Board of Directors has not determined any particular range for the Reverse Stock Split and no application has been presented to FINRA.

(this still stands imo)


22

Letter of Intent with Cuentas Inc.

On October 16, 2023, UCG, Inc. (“UCG”), the holder of approximately 75% of the issued and outstanding shares of WHEN, executed and delivered a binding term sheet (the “Term Sheet”) with Cuentas Inc. (“Cuentas”), a company currently listed on The Nasdaq Stock Market LLC. Pursuant to the terms of the Term Sheet, UCG will transfer all its shares in WHEN to Cuentas in exchange for the issuance to UCG of that number of shares of Cuentas which will represent 50% of the issued and outstanding shares of Cuentas on a fully diluted basis. It is contemplated that within 45 days of the execution of the Term Sheet, the parties will complete their due diligence processes and execute definitive agreements incorporating the terms of the Term Sheet. The share exchange is contingent on obtaining the approval of Nasdaq and the shareholders of Cuentas to the contemplated transaction, the filing with the Securities and Exchange Commission of a registration statement on Form S-4, an independent third-party appraisal of the value of the Cuentas shares, the grant by the Nasdaq Stock Market of an extension at least through April 1, 2024 for Cuentas to comply with Nasdaq’s minimum stockholder equity requirements and other customary closing conditions. The parties agreed to use their best efforts to consummate the transaction as soon as practicable, but not later than December 15, 2023, unless extended in writing. Either party has the right terminate Term Sheet if the closing does not occur on or before said date or the parties are unable to enter into a definitive stock purchase agreement before expiration of the 45-day diligence period.

Upon the consummation of the share exchange contemplated by the Term Sheet, the board of directors of Cuentas shall be increased to nine members. UCG and the Cuentas Shareholders will each designate two members, with the remaining five independent directors to be nominated by mutual agreement of UCG and the Cuentas Shareholders.

The Term Sheet further provides that each of Giora Rozensweig, the interim CEO of the Company, George Baumeohl, a director of the Company and a principal of UCG, Arik Maimon, CEO and President of Cuentas and Michael De Prado, the President of Cuentas, will enter into stockholders’ agreement, the terms of which are currently being negotiated, reflecting the parties’ agreement to certain matters relating to the management of Cuentas. This agreement is currently being negotiated and will be included in the definitive agreement for shareholder approval.

The Term Sheet also contemplates that at the closing of the share exchange, Cuentas may enter into employment agreements with Giora Rozensweig, the interim CEO of the Company, who shall be designated as co-Executive Chairman of the Cuentas Board. The agreement will be on the same terms and conditions as the current Cuentas Chairman and CEO, and/or co-CEO of Cuentas and an additional Company designated person shall serve in a senior capacity as an officer of Cuentas.

[CountOfMeltedCrisco]

I've written numerous times to that e-mail ( [e-mail]),
each time with polite inquiries, and have yet to receive even the courtesy
of an acknowledgement, let alone any meaningful reply. I hope you have
better luck than I. They could at least give us some general assurance
we're not going to get thrown under the bus.

[Buynow2018]

Here is one article backing up my claim, there are many more but this will shed some light for the group.

https://www.investopedia.com/ask/answers/203.asp#:~:text=Key%20Takeaways,debt%20to%20finance%20the%20acquisition.

[Buynow2018]

I did reach out to info@when to get insight. I assume there is a balance between what they can tell us vs cannot legally.

If statistics prove true, usually, when Company A buys Company B it has parallel but opposite effects. Company A stock will dip due to cost and new liability and Company B spikes because it is now part of a bigger pie + hype + opportunity. If this follows historical examples…we own the right one as of now. Without further information statistics are our best and they seem to favor WHEN regarding share price. Don’t use this as your decision maker, just sharing general info.

[CountOfMeltedCrisco]

There was a poster here at one time who had communication with Giora. I seem to recall they even provided Giora's e-mail address. Would someone with a Subscription use the "Search This Board" feature and see if they can find that? Thanks! If we could even get a "between the lines" hint, that would be re-assuring.

[Buynow2018]

I share similar thoughts to many here…what now for WHEN holders? I believe it is required to update shareholders and hopefully WHEN does it while we have time to make our decision. As the deal structures we will learn soon is my guess. Let’s hope this all pays off as our money has been funding WHEN for a long time as well as helped build what they have to sell to CUEN. I feel in the age of social media no company wants to be profiled as the company that screwed many. My gut says they will do the right thing BUT no guarantees of course.

[Luckyyu]

We will need to wait for the deal to complete… they can’t divulge information until it’s all concrete. But it looks good by the sounds of the news. We shall see.

[CountOfMeltedCrisco]

Yes, this is all well and good, but it still leaves this very important question un-answered:

"What value does / will this put on our WHEN Shares???"

That's the Bottom Line for us, pure and simple.

[Luckyyu]

By what I see on today’s news report, it should be good for us once the acquisition is complete.

“Central to Cuentas’ transition is a strategic acquisition currently underway. As noted in the Q3 FY 2023 report on SEC Form 10Q for the period ending September 30, 2023, under subsequent events, on October 19th of this year, Cuentas entered into a binding agreement to acquire the majority interest in WHEN Group (OTC Pink: WHEN), a telecom and cybersecurity company with proprietary technologies developed to protect individuals and enterprises. Management believes the Company’s solutions address a broad segment of the fast-growing, multi-billion-dollar cybersecurity market, projected to total $215 billion in 2024, according to Gartner.”

[CountOfMeltedCrisco]

I'm delighted for the lucky CUEN'ers, but I'm still wondering how
this whole deal will value our WHEN Shares. I've sent several
inquiries to WHEN and have yet to receive a reply of any kind,
not even the courtesy of an acknowledgement.

[Luckyyu]

Today: https://www.stocktitan.net/news/CUEN/cuen-cuentas-achieves-remarkable-third-quarter-results-showcasing-an-gcamsh2tfw8h.html

[CountOfMeltedCrisco]

And now, this....
https://www.marketwatch.com/press-release/cuen-cuentas-releases-proposed-acquisition-of-majority-stake-in-world-health-energy-holdings-inc-targeting-215-billion-global-cybersecurity-market-cda88470?mod=mw_quote_news_seemore

Ok, we get it. But what does this mean for us WHEN'sters????????? As in.... what are our WHEN Shares really worth??? And WHEN ( pun intended ) do we get our Payday???

[CountOfMeltedCrisco]

And another nod to WHEN in the PR....

Mr. Arik Meimoun, CEO of Cuentas, stated: "Our technology and management team have created a revolutionary add-on service in our Fintech app. We are ready to initiate limited user testing, and we are diligently working to have these applications ready for commercial distribution. The "Cuentas 360" app, provided by WHEN, surpasses any other competitive application available in the market today and will be bundled with our Cuentas Mobile service and offered to other MVNOs. I will be announcing more exciting news after our Q3 earnings report."

Well, this appears to be shaping up into "something" but all that matters to us long-suffering WHEN'ers is that we aren't going to get thrown under the bus somehow as this deal moves toward conclusion.

[CountOfMeltedCrisco]

Well, this is interesting, but incomprehensible....
https://www.marketwatch.com/press-release/cuen-cuentas-announces-final-stage-of-fintech-and-mobile-product-development-targeting-18-billion-north-american-market-fc3ccf4b?mod=mw_quote_news_seemore

salient paragraph concerning WHEN...
"WHEN Group (OTC Pink: WHEN) will become a majority-owned subsidiary of Cuentas through a proposed share exchange transaction. The proposed premium price per share has been valued at $10 per CUEN share. Cuentas' Board of Directors has approved the transaction, and the companies expect to complete it by the year-end of 2023. The closing is contingent on several factors, including, without limitation, the approval of Nasdaq and the shareholders of Cuentas."

$10 a Share in... CUEN, but .... how does that value WHEN Shares? If anyone has communication with Giora, please ask them to explain the "bottom line" to the rest of us.

I notice this PR has only shown up under CUEN's purview for now; it is yet to appear under WHEN-specific News.

[koolmc]

with that news should have moved much higher for a lotto

[Chartmaster]

Yup, 3 year OTC Cycle is something to bet on imo, I'm sitting on a lot of OTC bags, just need a couple to run to pennies

[CountOfMeltedCrisco]

This could get interesting, in a hurry
this from OTC Markets:
WHEN Security Details

There are but about 24 billion "Unrestricted" shares; the "Float" is reputed to be slightly over
9 billion, although that's dated from July of 2021 while all the other numbers are current as of
a few days ago.

All it's going to take is some Twitter-ite with a couple thousand 'Followers' to spot this deal in the making and Tweet it. It would make what we saw in January '21 look like a "warm-up act".

[Chartmaster]

4's are up! Love an OTC Trips ticker with news catalysts!

[Luckyyu]

Nice… thanks for sharing!

[CountOfMeltedCrisco]

Now this looks like something solid !
https://www.otcmarkets.com/stock/WHEN/news/story?e&id=2666587
It's coming from Cuentas' purview, but it includes WHEN and....
the contribution WHEN is making and now we see why Cuentas
is taking control of WHEN.

Keep it coming!

[Buynow2018]

Printing money soon???

[CountOfMeltedCrisco]

I just want some clear, concise explanation in an upcoming Press Release
that re-assures us long-time WHEN'ers we're somehow going to get taken
along for the ride in this deal and not somehow get "left behind".

The recently-filed 8k at the SEC covering the details of this deal makes it clear
the "inside crowd" at both WHEN and Cuentas are going to "make bank" but...
what about the rest of us?????

[Chartmaster]

I think this cycle it's the Bond market that will tilt a fraction of it's huge market cap and find it's way into OTC, Bonds are collapsing and we have war in Israel, and war in Ukraine, Russia doesn't like us helping Ukraine, end times stuff right there I say!

[Penny2Dime]

We have seen few signs of OTC coming back but it is weak and way past due! Will it be late 2023 or…?

[Chartmaster]

Chart shows today's breakout over 2's, OTC is coming back I say!

[koolmc]

everybody want their one-two ticks for now.

[Slojab]

😲 😟 🤑

[Chartmaster]

This one went to .0081 in 2021, but like a dummy I never sold, greed told me to hang on to a few tickers for bigger wins

[Slojab]

$WHEN

💰0.0003
Pink Current, AS: 750B, OS: 520B, US: 23B

Officer(s) Removed:
🔴Giora Rozensweig, CEO
🔴Maj. Gen. (Ret.) Dan Yatom, President
🔴Toni Maranda, COO
🔴Tom Tromer, VP, Sales & Bus. Dev.
🔴Olga Krylov, CIO
🔴Alexeii Krein, CTO
🔴Gaya Rosensweig, Chief Compliance Officer
🔴George Baumoehl, Chief Strategy Officer
🔴Dr. August Hanning, Advisor
🔴Tommy Alexandra Rozensweig, CBO
🔴Barry A Ginsberg, O.D., Consultant



Outstanding Shares Updated:
🔴 520,296,074,663 (2023-06-30)
🟢 520,796,074,663 (2023-10-18)
Difference: +0.1% (+500M)

Restricted Shares Updated:
🔴 496,465,554,526 (2023-06-30)
🟢 496,965,554,526 (2023-10-18)
Difference: +0.1% (+500M)

Director(s) Removed:
🔴George Baumoehl, Director
🔴Gaya Rosensweig, Director
🔴Giora Rozensweig, Director

[Chartmaster]

Great News! Someone did know something, News leaked

[Chartmaster]

Proposed Acquisition by Cuentas, Inc. of Majority Stake in World Health Energy Holdings, Inc. Offers Opportunity for Expansion of WHEN Group’s Cybersecurity, AI and Telecom Technology Footprint

Acquisition Enables Integration of Synergistic Technologies and expansion of WHEN Group’s Product Offerings

BOCA RATON, FL, Oct. 19, 2023 (GLOBE NEWSWIRE) -- World Health Energy Holdings, Inc. (OTC Pink: WHEN) (“WHEN Group”), a telecom and cybersecurity company with proprietary technologies developed to protect individuals and enterprises from cybersecurity threats, announced today that the majority shareholder of WHEN Group executed a binding letter of intent with Cuentas, Inc. (Nasdaq: CUEN & CUENW) ("Cuentas"), a developer of an alternative financial ecosystem to underbanked communities. The proposed share exchange transaction, pending Nasdaq and shareholder approval and other specified conditions, will result in WHEN Group becoming a majority owned subsidiary of Cuentas.

WHEN Group was founded by Israeli engineers and international professionals with deep backgrounds in cybersecurity and data threat remediation in both government and private sectors. From business and personal privacy to fin-tech security, WHEN Group has been developing solutions that utilize advanced pattern recognition and AI to create a security screening environment that can detect and defend against a range of threats and attacks on telecom, banking, and other communication infrastructure.

Following approval and closing of the transactions, Cuentas intends to integrate WHEN Group’s portfolio of cybersecurity solutions into the Cuentas Mobile Platform and will offer WHEN Group’s advanced solutions to Cuentas’ FinTech partners.

WHEN Group has recently moved into telecommunications platforms with its acquisition of CrossMobile, a licensed telecom (full core mobile virtual network operator) in Poland, joining a small group of licensed telecom operators in the EU. As Cuentas is in the mobile financial services area (amongst others), WHEN Group believes that there are significant synergies between the companies that can be realized.

Cuentas and WHEN Group have been collaborating to identify immediate opportunities to provide WHEN Group solutions not only to the CUENTAS mobile platform, but also to businesses and industries that Cuentas serves in the US and around the world. The companies plan on deploying WHEN Group’s proprietary software to protect families concerned with external cyber threats at home, enabling the monitoring of a child and his environmental behavioral patterns that will alert parents to potential tragedies caused by cyberbullying, pedophiles, other predators, and depression / state of mind.

In consideration for the principal shareholder of WHEN Group, UCG, Inc. (“UCG”), exchanging its 75% stake, Cuentas will issue to UCG such number of common shares of CUEN which will represent on the date of issuance 50% of Cuentas’ issued and outstanding capital (on a fully diluted basis).

Following the closing, WHEN Group will be a majority owned subsidiary of Cuentas indirectly held through UCG’s holdings in WHEN Group, and the Board of Directors of and executive management of WHEN Group intend develop a detailed and granular business plan and operating budget, including sources and uses of cash, to fund and grow WHEN Group’s operations and revenues, including the integration where practicable of the WHEN Group and Cuentas product.

Major Gen. (Ret.) Danny Yatom, President of WHEN Group and Former Director of Israeli Mossad, said, “We have been focused on developing a state-of-the-art technology platform that defends critical communications and financial infrastructure against attack and compromise. The proposed transaction puts WHEN Group on the world stage and will enable us to bring our innovations more rapidly to market.”

WHEN Group’s easy-to-use AI and machine learning driven platform is a holistic solution that integrates with any system and is fully customizable based on customer needs. Management believes the Company’s solutions address a broad segment of the fast-growing, multi-billion-dollar cybersecurity market.

Giora Rosensweig, CEO of WHEN Group, added, “This transaction will help solidify our foundation and advance our position as a major player in the new age of cybersecurity and AI, enabling us to address the previously unsolvable security problems in fintech. Together with Cuentas, we see the opportunity to expand more rapidly across multiple markets and industries as we bring our innovative solutions to major customers in the US and around the world. Ultimately, we believe this deal will provide a clear path for WHEN Group to uplist to a senior US exchange.”

Subject to the terms of the letter of intent, WHEN Group management, including Major Gen. (Ret) Danny Yatom, Giora Rosenzweig, and George Baumoehl, a WHEN Group director and part owner of UCG, will be joining the Cuentas Board of Directors and/or Executive Management. While the companies will initially continue to operate independently, management from both teams believe the synergies between the companies hold the potential to develop significant business relationships.

“I have known some of the players on the WHEN Group team for many years and have always believed that their solutions could become a standard in communications security for businesses and families”, said Cuentas Co-Founder and CEO Arik Maimon. “The world needs what WHEN Group is developing now more than ever, and we are prepared to assist in delivering their solutions to our expanding customer base.”

Both Cuentas and WHEN Group have taken a broad portfolio approach to their respective markets. Both management teams are aligned on the notion of building extended platforms and focusing on new technologies that connect vertical markets.

“Increasingly, people address the digital world through their mobile devices, and in many countries, the mobile phone is the only way they connect,” stated Michael De Prado, Co-founder and President of Cuentas. “We have seen what can happen when the digital world gets out of control, and we want to protect businesses and families who are increasingly at risk.”

According to Grand View Research, the global cybersecurity market was estimated at $202.72 billion (USD) in 2022 and is projected to grow at a compound annual growth rate (CAGR) of 12.3% from 2023 to 2030. The growing number of cyber-attacks owing to the proliferation of e-commerce platforms, the emergence of smart devices, and the deployment of the cloud are some of the key factors propelling the market growth. Increasing usage of devices equipped with the Internet of Things (IoT) and intelligent technologies is expected to increase the cases of cyber threats. As such, end-user organizations are anticipated to integrate advanced cyber security solutions to mitigate the cyber-attacks risk, supporting the market growth.2

2 https://www.grandviewresearch.com/industry-analysis/cyber-security-market

Cuentas’ Board of Directors has approved the transaction, and the companies expect to complete the transaction by year end of 2023. The closing is contingent on several factors, including without limitation, the approval of Nasdaq and the shareholders of Cuentas.

About World Health Energy Holdings, Inc.

World Health Energy Holdings, Inc. (d/b/a WHEN Group) is a holding company comprised of CrossMobile, SG 77, Inc./RNA Ltd, which develops and significantly improves existing cybersecurity solutions in the B2C and B2B marketplace. WHEN Group develops new systems by applying pattern recognition technology based on IOT / mobile / servers and computer activity, analyzing human and device behavior, relationships, and BPM (Business Process Management) to automatically identify and prevent potential danger to individuals and companies. The B2C Cybersecurity division targets families concerned with external cyber threats and exposures in addition to monitoring a child’s behavioral patterns that may alert parents to potential tragedies caused by cyberbullying, pedophiles, other predators, and depression. The B2B Cybersecurity system software development and implementation company is focused on innovative solutions for the constantly evolving cyber challenges of businesses, non-governmental organizations (NGOs) and governmental entities. By deploying a highly experienced development team, RNA Ltd. anticipates both internal and external cyber threats, by identifying behavioral patterns that flag potential cyber compromises.

Additional information is available at: https://www.whengroup.com/.

About Cuentas

Cuentas, Inc. (Nasdaq: CUEN & CUENW) is creating an alternative financial ecosystem for the growing global population who do not have access to traditional financial alternatives. The Company’s proprietary technologies help to integrate FinTech (Financial Technology), e-finance and e-commerce services into solutions that deliver next generation digital financial services to the unbanked, under-banked and underserved populations nationally in the USA. The Cuentas Platform integrates Cuentas Mobile, the Company’s Telecommunications solution, with its core financial services offerings to help entire communities enter the modern financial marketplace. Cuentas has launched its General Purpose Reloadable (GPR) Card, which includes a digital wallet, discounts for purchases at major physical and online retailers, rewards, and the ability to purchase digital content. In Q1 of 2023Cuentas launched Cuentas Casa, an alternative housing development initiative that secured a 10-year supply agreement for a patented, sustainable building system that will provide the bridge between its technology solutions and the affordable housing market. Cuentas has made investments to date in affordable housing projects for over 450 apartments.

Additional information is available at: https://cuentas.com and https://cuentasmobile.com

Forward-Looking Statements

This press release contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. These forward-looking statements involve substantial uncertainties and risks and are based upon our current expectations, estimates, and projections, and reflect our beliefs and assumptions based upon information available to us at the date of this release. We caution readers that forward-looking statements are predictions based on our current expectations about future events. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Our actual results, performance or achievements could differ materially from those expressed or implied by the forward-looking statements as a result of a number of factors, including, but not limited to, the current situation in Israel, our obtain the consents required to consummate the proposed transaction, our ability to integrate the operations of the acquired entities and manage the combined entity, our ability to raise the capital needed to realize our business plan and on commercially reasonable terms to realize this opportunity, the success of our business plan, market reception of our products, our ability to retain needed personnel and our ability to compete against companies with much larger resources as well as the risks and uncertainties discussed under the heading "RISK FACTORS" in our Annual Report on Form 10-K for the year ended December 31, 2022 filed on April 17, 2023, and in our other filings with the Securities and Exchange Commission. We undertake no obligation to revise or update any forward-looking statement for any reason.

Investor Relations:
Dave Gentry, CEO
RedChip Companies Inc.
407-491-4498
[e-mail]
https://www.globenewswire.com/newsroom/ti?nf=ODk1MjI2NSM1ODgxMzYzIzUwMDA2NzQ2OQ==
https://ml.globenewswire.com/media/NjRjODc0YzctNmViMC00NTgyLWFhYzEtMDkyYmJkYWZkZGY4LTUwMDA2NzQ2OQ==/tiny/World-Health-Energy-Holdings-I.png

Source: World Health Energy Holdings, Inc.

© 2023 GlobeNewswire, Inc.
https://www.otcmarkets.com/stock/WHEN/news/story?e&id=2662510