Current Report Filing (8-k)
October 13 2022 - 4:49PM
Edgar (US Regulatory)
0001494413
false
0001494413
2022-10-06
2022-10-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): October
6, 2022
TWO
HANDS CORPORATION
(Exact name of registrant as specified
in its charter)
Delaware |
000-56065 |
42-1770123 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
|
|
1035
Queensway East Mississauga, Ontario Canada |
L4Y
4C1 |
(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
October 6, 2022, Two Hands Corporation (the “Company”), entered into a Series E Preferred Stock Purchase Agreement (the
“Agreement”) with 1800 Diagonal Lending LLC (the “Buyer”). Pursuant to the Agreement, the Company agreed to
sell to Buyer 169,675 shares of its Series E Preferred Stock at a purchase price of $154,250.
The
terms and foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
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 |
10.1 |
|
Series E Preferred Stock Purchase Agreement between Two Hands Corporation
and 1800 Diagonal Lending LLC, dated October 6, 2022 |
|
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.
Date: October 13, 2022
TWO HANDS CORPORATION
By: /s/ Nadav Elituv
Nadav Elituv
Chief Executive Officer |
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