SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Act of 1934
Date of Report (Date of earliest event reported): February 23, 2021
TWO HANDS CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 333-167667 | 42-1770123 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
33 Davies Ave
Toronto, Ontario Canada | M4M 2A9 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: (416) 357-0399
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 1 - Registrant’s Business and Operations
Item 1.01. Entry into a Material Definitive Agreement
On February 23, 2021, Two Hands Corporation (the “Company”), entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Redstart Holdings Corp. (the “Buyer”), pursuant to which the Company issued to the Buyer a Convertible Promissory Note (the “Note”) in the aggregate principal amount of $153,000. The Note has a maturity date of August 23, 2022 and the Company has agreed to pay interest on the unpaid principal balance of the Note at the rate of eight percent (8%) per annum from the date on which the Note is issued (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. Pursuant to the terms of the Note, the outstanding principal and accrued interest on the Note shall be convertible into shares of the Company’s common stock as set forth therein. The foregoing descriptions of the Note and the Securities Purchase Agreement and of all of the parties’ rights and obligations under the Note and the Securities Purchase Agreement are qualified in its entirety by reference to the Note and the Securities Purchase Agreement, copies of which are filed as Exhibits 4.1 and 10.1 respectively to this Current Report on Form 8-K, and of which are incorporated herein by reference.
Section 2 - Financial Information
Item 2.03 Creation of a Direct Financial Obligation or and Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Section 3 - Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities
The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | | Document | | Location |
| 4.1 | | Convertible Promissory Note, dated February 23, 2021, by and between Two Hands Corporation and Redstart Holdings Corp. | | Filed herewith |
| 10.1 | | Securities Purchase Agreement, dated February 23, 2021, by and between Two Hands Corporation and Redstart Holdings Corp. | | Filed herewith |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 26, 2021
TWO HANDS CORPORATION By: /s/ Nadav Elituv
Nadav Elituv Chief Executive Officer |
