Giora, am grateful. Thank you. Will follow up. C.

giora@whengroup.com

hi and thnx
The cuen deal is over as we published and we took your approach - we have crazy tech and we are f***ing advancing
call me

Giora Rozensweig, don't let anyone including CUEN & investors rush or influence you. Thank you for your patience with us. If your time permits, please view my longer post of concerns, in the last 3-4 days. Regardless, I pray if you don't like even one thing about tbe terms of CUEN's deal, you won't take it. The right partner is out there, if not CUEN. I respect and trust the WHEN group and you. You have what they want. C

To Giora. Patience is a virtue. I am not excited about 73% stake of CUEN in WHEN. Please take all the time to weigh. I would prefer the WHEN ticker stays. Make the split 49% CUEN, 51% WHEN. I like CUEN, I invested in CUEN, I found you through CUEN, I like(d) why they are doing what they do.. i.e. - the underserved.. the under banked.. Latino sector. NP! But.. when the news broke for CUEN about the WHEN acquisition & the hefty 73% stake, I started to research you. They need and want you and what it would mean for them, and yes, I read you all have been friends along time, I just don't want to see that friendship cloud, sway, or influence you settling for less than you're worth. YOU'RE WORTH IT!! Take- your-time. Personally, I would prefer to still be able to buy and invest in WHEN solo and all the other endeavors you will be creating that will come to fruition. Either let CUEN buy out your current product (for a hefty price tag) and let WHEN shareholders get paid out .50 centavos (or above), in CASH$ per our shares and you keep the WHEN ticker or rebrand your ticker and let us keep investing in YOU! I don't want my WHEN shares converted to CUEN shares..and for what price and what %? .. 2 WHEN shares for 1 CUEN shares.. 50 for 1 CUEN share.. 100 or 1000 or 10,000 of our WHEN shares for 1 CUEN share. Most importantly, you must know... Israel "brains" and brands are the envy of every nation and every top notch company in the world. Everyone wants what you have. Yes, we know you want to grow and you need a strong partner, just make sure your products serve all. Not just CUEN's dream. Their plan/dream is worthy, but YOU... are the feather in their cap! Be true to yourselves, not friendship exclusively. I trust and support you, I just don't want to lose you. I would prefer to see you & BB (Blackberry) work something out, a business combination, and bring your brains and their braun (4 years of cash reserve they have) and partner with them to bring back a 'creme de la creme' phone back from the dead, and BLOW Apple phones and the market out of the water! Wouldn't that make headlines!!! BB was just an example. Why do you need to relent to being taken over, such a high stake 73%? Why not find another way with CUEN. I personally don't want to see you evaporate into obscurity. You're not obscure. We know you're not a sell out and we trust you. Don't let impatient investor(s) or friendships rush you and don't let CUEN rush you! We can just wait. I pray you will not be "owned". The "deal" needs to keep you free to invent and separately create other products that CUEN cannot own, and you should still be able to start up or create other companies they cannot and will not own. Don't give them everything. "Read their fine print." We believe in you. C.

Giora, No news is good news? Would appreciate any news! Thank you!

Can you share any updates what is When immediate goals?

Sorry about the message… I had the reply open on my phone and didn’t close it and it typed in my pocket and sent.

Thank you Giora, looking forward to a great outcome for all!

Va atttagt de 3: W ba grate array

lol king ... first i know that we are all together in the same boat! the boat is getting bigger and the only 2 ways to grow and support the growth is buy investments or a good ... crazy good co-op (our product and their infrastructure and products)
investments - everyone that we have met tried to take all and give nothing! (or poisoned loans - never took never will take!)
co op - give little get little and lets see what it brings and if it good then full acquisition we have no rush (we are still checking what we get!)
i am here for my shareholders - there will be no full acquisition with out reward - everything should have a business logic! and again my business is my shareholders!
giora.

Why did my order expire today???

Do your thing and remember the little people that stuck it out with WHEN for 10yrs+! Some of us have donated (aka bought stock) on a regular basis. We like to think, perhaps, we contributed to funding the project. However, I’m sure my return will be better than the money just sitting in a bank account.

Anyway…we support the WHEN mission and have faith we will be greatly rewarded when full acquisition, share reduction, contract based partnerships (our product + your product = Market Dominance).

Lastly, stop reading this message and get to work!! ;)) Good luck and God Speed!

i am Giora not like your the count of m. crisCo if you want to ask questions you have my email - what i can answer i will answer - saw that your worried ... DONT be! we will never do something that will no sense! we have a good crazy thing going! the LOI that was signed is 1% of the deal and still a long way to go and they have tons of things that they do need to backup and finish then will come the diligence by Deloitte (our auditor) it will be or a good deal for when or the deal will not be! .... now its half a picture don't judge yet
Sincerely yours,
g.

Let's face the brutal reality that we're going to get thrown under the bus,
then the bus is going to roll back-and-forth over us a few thousand times
more for good measure, until there's so little left of us they won't even have
to call for the ambulance or the street-cleaning machine.

That's wonderful, "giora" ( whomever you really are ) but doesn't give us long-suffering WHEN
Shareholders any clue whatsoever to what our WHEN Shares are really worth in this deal.
Throwing out some nebulous $10-a-Share price for CUEN doesn't help us one G/d bit!

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

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 👍🏻

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.

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

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

Here come 'da bus !

WHAM!

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.

I've written numerous times to that e-mail ( info@worldhealthenergy.com),
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.

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.

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.

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.

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.

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.

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.

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.”

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.

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

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???

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.

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.

with that news should have moved much higher for a lotto

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

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".

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

Nice… thanks for sharing!

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!

Printing money soon???

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?????

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!

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

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

everybody want their one-two ticks for now.

😲 😟 🤑

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