3//SEC Filing
CIMA Telecom, Inc. 3
Accession 0001387131-20-000205
CIK 0001424657other
Filed
Jan 9, 7:00 PM ET
Accepted
Jan 10, 5:08 PM ET
Size
7.3 KB
Accession
0001387131-20-000205
Insider Transaction Report
Form 3
Cuentas Inc.CUEN
CIMA Telecom, Inc.
10% Owner
Holdings
- 1,757,478
Common Stock, par value $0.001 per share
Warrant (right to buy)
Exercise: $1.00From: 2019-12-31→ Common Stock, par value $0.01 per share
Footnotes (3)
- [F1]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).
- [F2]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.
- [F3]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).
Documents
Issuer
Cuentas Inc.
CIK 0001424657
Entity typeother
IncorporatedFL
Related Parties
1- filerCIK 0001799583
Filing Metadata
- Form type
- 3
- Filed
- Jan 9, 7:00 PM ET
- Accepted
- Jan 10, 5:08 PM ET
- Size
- 7.3 KB