Initial Statement of Beneficial Ownership (3)

Date : 01/10/2020 @ 10:09PM
Source : Edgar (US Regulatory)
Stock : Cuentas Inc (QB) (CUEN)
Quote : 1.9  -0.07 (-3.55%) @ 8:15PM

Initial Statement of Beneficial Ownership (3)

FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

CIMA Telecom, Inc.
2. Date of Event Requiring Statement (MM/DD/YYYY)
12/31/2019 

3. Issuer Name and Ticker or Trading Symbol

Cuentas Inc. [CUEN]
(Last)        (First)        (Middle)

1728 CORAL WAY, 6TH FLOOR
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          ___X___ 10% Owner
_____ Officer (give title below)        _____ Other (specify below)
(Street)

MIAMI, FL 33145      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

6. Individual or Joint/Group Filing(Check Applicable Line)

_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $0.001 per share 1757478 (1)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Warrant (right to buy) (2)12/31/2019 (3) (3)Common Stock, par value $0.01 per share  (2)$1.00 D  

Explanation of Responses:
(1) On December 31, 2019, Cuentas, Inc. ("Cuentas") sold and issued to CIMA Telecom, Inc. ("CIMA") a 3% convertible promissory note in the principal amount of $9,000,000 (the "Convertible Note") pursuant to a Note and Warrant Purchase Agreement, dated as of December 31, 2019 by and among Cuentas, CIMA and the other parties thereto (the "Purchase Agreement") in a private placement offering. Immediately following the issuance of the Convertible Note, on December 31, 2019, CIMA exercised its option to convert the Convertible Note, in accordance with its terms, into 1,757,478 shares of Common Stock of Cuentas, which constitutes twenty-five percent (25%) of the issued and outstanding shares of Common Stock of Cuentas calculated on a fully diluted basis as of the same date (not including the Warrant).
(2) On December 31, 2019, pursuant to the Purchase Agreement, Cuentas made and sold to CIMA a warrant ("Warrant"), exercisable for an amount of duly authorized, validly issued, fully paid and non-assessable shares of Common Stock of Cuentas equal to twenty-five percent (25%) of total outstanding shares of Cuentas on a fully-diluted basis (taking into account any warrants, options, debt convertible into shares or other rights underlying shares of Cuentas) as of December 31, 2019; provided, however, that the Warrant shall increase to include 25% of any additional shares (or warrants, options, debt convertible into shares or other rights underlying shares of Cuentas) of Cuentas upon the occurrence of certain circumstances as set forth in the Warrant.
(3) Pursuant to its terms, the Warrant is exercisable, in whole only, during the term commencing on December 31, 2019 and expiring on the earlier of (a) thirty (30) days following the date on which Cuentas' Amended and Restated Articles of Incorporation have been filed with and accepted by the Secretary of State of the State of Florida or (b) upon a Change of Control (as defined in the Warrant).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
CIMA Telecom, Inc.
1728 CORAL WAY
6TH FLOOR
MIAMI, FL 33145

X


Signatures
/s/ Juan M. Gomez1/10/2020
**Signature of Reporting PersonDate

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