SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 12/31/2019 | 3. Issuer Name and Ticker or Trading Symbol Cuentas Inc. [ CUEN ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 1,757,478(1) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Warrant (right to buy)(2) | 12/31/2019(3) | (3) | Common Stock, par value $0.01 per share | (2) | 1 | 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). |
/s/ Juan M. Gomez | 01/10/2020 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |