TWOH 8-K
Two Hands Corp (TWOH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 – Entry into a Material Definitive Agreement.
Effective January 16, 2026, Two Hands Corporation (the “Company”) entered into a securities purchase agreement (the “SPA”) with Vanquish Funding Group LLC, a Virginia limited liability company (“Vanquish”), pursuant to which the Company sold and Vanquish purchased a convertible promissory note in the principal amount of $100,050 (the “Note”), for a purchase price of $87,000 (the “Transaction”).
The Transaction closed on or about January 20, 2026, Vanquish’s legal expenses of $2,500 were paid from the purchase price, $4,500 was retained by Vanquish as a due diligence fee, the Company received net funding of $80,000, and the Note was issued to Vanquish.
The SPA includes customary representations, warranties and covenants by the Company, including a right of first refusal in connection with financings up to $1,000,000 during the 12 months following closing, as well as customary closing conditions. The Note matures on October 15, 2026, accrues interest of 10% per annum, and is convertible at any time 180 days after the date of the Note (January 16, 2026), into shares of the Company’s common stock at the election of the holder at a conversion price equal to 75% of the lowest closing bid price during the 10 trading days prior to the conversion date; provided, however, that the holder may not convert the Note to the extent that such conversion would result in the holder’s beneficial ownership of the Company’s common stock being in excess of 4.99% of the Company’s issued and outstanding common stock. Additionally, the holder of the Note is entitled to deduct $1,500 from the conversion amount in each note conversion to cover the holder’s deposit fees associated with the conversion, and the Note may be prepaid at 115% during the 90 days following the issue date, 120% during the period 91 days-150 days following the issue date, and 125% during the period 151 days-180 days following the issue date.
The foregoing descriptions of the SPA and Note do not purport to be complete and are qualified in their entirety by reference to the full text of those agreements, copies of which are filed as Exhibits 10.1 and 10.2 respectively to this Current Report on Form 8-K, and of which are incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure provided above in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 3.02. Unregistered Sales of Equity Securities.
The disclosure provided above in Item 1.01 above is incorporated by reference into this Item 3.02. The Note was sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as there was no general solicitation, Vanquish was an accredited investor, and the issuance did not involve a public offering.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | Location | ||
| 10.1 | Securities Purchase Agreement between Two Hands Corporation and Vanquish Funding Group, dated January 16, 2026 | Filed herewith | ||
| 10.2 | Convertible Promissory Note between Two Hands Corporation and Vanquish Funding Group, dated January 16, 2026 | Filed herewith | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) | 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.
| TWO HANDS CORPORATION | |||
| Dated: January 23, 2026 | By: | /s/ Emil Assentato | |
| Emil Assentato | |||
| Chief Executive Officer | |||
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