Sec Form 3 Filing - CIMA Telecom, Inc. @ Cuentas Inc. - 2019-12-31

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
CIMA Telecom, Inc.
2. Issuer Name and Ticker or Trading Symbol
Cuentas Inc. [ CUEN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1728 CORAL WAY, 6TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2019
(Street)
MIAMI, FL33145
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 per share 1,757,478 ( 1 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant (right to buy) ( 2 ) $ 1 12/31/2019( 3 ) ( 3 ) Common Stock, par value $0.01 per share ( 2 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CIMA Telecom, Inc.
1728 CORAL WAY
6TH FLOOR
MIAMI, FL33145
X
Signatures
/s/ Juan M. Gomez 01/10/2020
Signature of Reporting Person Date
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).

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