Item 1.01 Entry into a Material Definitive Agreement.

As previously reported, on May 16, 2019, Cuentas Inc. (the "Company" or "Cuentas") entered into a term sheet with CIMA Telecom, Inc., a Florida corporation doing business as "CIMA Group" ("CIMA") (the "Term Sheet") outlining its License for the technology platforms (the "Platforms") owned by two of CIMA's wholly owned subsidiaries, Knetik, Inc., a Delaware corporation ("Knetik"), and Auris, LLC, a Florida limited liability company ("Auris"), respectively. Collectively, the Platforms would provide the back-end software for the Cuentas General Purpose Card and compatibility via application programming interfaces, or APIs, with third party software and the mobile apps. Under the Term Sheet, CIMA will grant the Company a world-wide, perpetual, non-sublicensable license (the "License") to utilize the Platforms and intellectual properties included in the Platforms for the Financial Technology ("FINTECH") worldwide vertical markets. The License to be granted shall be exclusive for use within the FINTECH space, which for purposes of the License shall be defined as "connecting banking and prepaid card usage."

On December 31, 2019, the Company entered into a series of integrated transactions to license the Platforms from CIMA, through CIMA's wholly owned subsidiaries Knetik, and Auris (the "Transaction Closing") pursuant to that certain Platform License Agreement, dated December 31, 2019 by and among (i) the Company, (ii) CIMA, (iii) Knetik and (iv) Auris (the "License Agreement") and the various other agreements listed below.

Note and Warrant Purchase Agreement

Contemporaneously with the Transaction Closing, the Company entered into a Note and Warrant Purchase Agreement (the "Purchase Agreement") by and between the Company and CIMA, pursuant to which the Company made and sold to (i) CIMA a 3% convertible promissory note (the "Convertible Promissory Note") in the principal amount of $9,000,000 and (ii) (a) CIMA a warrant (the "CIMA Warrant") , to purchase from the Company an aggregate of duly authorized, validly issued, fully paid and nonassessable shares (the "Shares") of common stock of the Company, par value $0.001 per share (the "Common Stock"), equal to twenty-five percent (25%) of shares of Common Stock upon the conversion of the Series B preferred stock. The Purchase Agreement contained customary representations, warranties, covenants, and conditions, including indemnification. As a condition to closing, the Company has agreed to take all necessary steps to amend and restate its Articles of Incorporation (the "A&R Articles") and to amend and restate its Bylaws (the "A&R Bylaws") and properly file and effect such A&R Articles and A&R Bylaws with the Secretary of State of the State of Florida and the U.S. Securities and Exchange Commission, each as necessary, no later than June 30, 2020.

The above description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 10.1 hereto.





Convertible Promissory Note

Contemporaneously with the Transaction Closing, the Company made and sold to CIMA a convertible promissory note (the "CIMA Convertible Promissory Note") in accordance with the Purchase Agreement. Pursuant to the Convertible Promissory Note, at any time on or before twelve (12) months after the date of the CIMA Convertible Promissory Note, CIMA may elect in its sole and absolute discretion to convert all unpaid principal and accrued and unpaid interest under the CIMA Convertible Promissory Note into 25% of the issued and outstanding Common Stock of the Company calculated on a fully diluted basis as of December 31, 2019, assuming the conversion, exercise, and exchange of all equity and debt securities of the Company which are convertible into, or exercisable or exchangeable for, Common Stock of the Company, but not including the Warrants.

On December 31, 2019, CIMA exercised its option to convert the Convertible Promissory Note into 1,757,478 shares of Common Stock of the Company, which constitutes 25% of the issued and outstanding shares of Common Stock of the Company calculated on a fully diluted basis as of the same date.





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As previously reported on a Current Report on Form 8-K filed by the Company with the SEC on August 6, 2019 (the "August 8-K"), on February 28, 2019, the Company signed a binding term sheet (the "Binding Term Sheet") with Optima Fixed Income LLC ("Optima"), pursuant to which, among other things, Optima may purchase a Convertible Note in the amount of $2,000,000 which may be funded on a quarterly basis. The term of the Convertible Note is three years and it may be converted with a discount of 25% on the share price at date of conversion, but in any case, not less than $3 per share. On May 10, 2019 the Company and Optima executed the first Amendment of the Binding Term Sheet with Optima whereas Optima will make an additional deposit of $550,000 to the Company and whereas that additional deposit will be provided to the Company in the form of a Convertible Note as discussed in the Binding Term Sheet.

On July 30, 2019 Optima assigned its rights under the Binding Term Sheet to Dinar Zuz LLC. On the same date, the Company and Dinar Zuz LLC executed a securities purchase agreement (the "Dinar SPA") with the same terms as reflected in the Binding Term Sheet and its First Amendment. Under the Subscription Agreement Dinar Zuz LLC made an additional deposit of $250,000 and agreed to provide an additional amount of $1,000,000 to the Company which will be provided in a form of a Convertible Note.

On January 3, 2020, Dinar Zuz, LLC ("Dinar") made an additional deposit of . . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference to this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference to this Item 3.02.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

Contemporaneously with the Transaction Closing, Natali Dadon resigned from her position on the Board of Directors of the Company. On the same date, the Board of Directors of the Company appointed Yochanon Bruk to the Board of Directors of the Company in accordance with the Voting Agreement.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference to this Item 5.02.





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Item 9.01. Financial Statements and Exhibits

10.1 Note and Warrant Purchase Agreement, dated as of December 31, 2019, by

and between Cuentas Inc. and CIMA Telecom, Inc. 10.2 Convertible Promissory Note issued to CIMA Telecom, Inc., dated December


      31, 2019
10.3    Convertible Note issued to Dinar Zuz, LLC, dated July 20, 2019,

incorporated by reference herein to exhibit 9.2 of that certain Current

Report on Form 8-K/A filed by Cuentas, Inc., on August 6, 2019. 10.4 Warrant granted to CIMA Telecom, Inc., dated December 31, 2019 10.5 Warrant granted to Dinar Zuz, LLC, dated December 31, 2019 10.6 Platform License Agreement, dated December 31, 2019, by and among

Cuentas Inc., CIMA Telecom, Inc., Knetik, Inc. and Auris, LLC 10.7 Voting Agreement, dated December 31, 2019, by and among Cuentas Inc.,

Arik Maimon, Michael De Prado, Dinar Zuz, LLC, and CIMA Telecom, Inc. 10.8 Asset Pledge Agreement, dated December 31, 2019, by and among Cuentas


      Inc. and CIMA Telecom, Inc.
10.9    Letter Agreement, dated December 31, 2019, by and among Cuentas Inc.,
      Arik Maimon, Michael De Prado, Dinar Zuz, LLC, and CIMA Telecom, Inc.




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