Current Report Filing (8-k)
15 Abril 2021 - 6:40AM
Edgar (US Regulatory)
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):
April 12, 2021
TWO HANDS
CORPORATION
(Exact name of registrant as specified in its
charter)
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Delaware
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000-56065
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42-1770123
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1035
Queensway East, Mississauga,
Ontario, Canada
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L4Y
4C1
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(Address of Principal Executive Offices)
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(Zip Code)
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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:
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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)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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 January 31, 2019, the Company entered
into a Side Letter Agreement (“Note”) with The Cellular Connection Ltd. to amend and add certain terms to unsecured, non-interest
bearing, due on demand notes payable totaling $20,885 issued by the Company during the period of January 23, 2018 to October 16, 2018.
The issue price of the Note is $20,885 with a face value of $25,062 and the Note has an original maturity date of December 31, 2019 which
is subject to automatic renewal. On September 30, 2019, the Company and The Cellular Connection Ltd. entered into an Agreement to change
the original maturity date of the Note to December 31, 2021. At the option of the Company, the Company may convert principal and interest
at a fixed conversion price of $0.0001 per share of the Company’s common stock. The Note allows for the lender to secure a portion
of the Company assets up to 200% of the face value of the Note. The
foregoing description of the Note is only a summary of its material terms and does not purport to be complete and is qualified in its
entirety by reference to the Note. A copy of the Note was filed as Exhibit
10.7 to the Company’s Annual Report on Form 10-K filed on April 1, 2020.
As of April 12, 2021, the Company
has repaid the Note holder all outstanding principal and accrued but unpaid interest under the
Note, constituting approximately $35,952 in cash by issuing 359,517,254 shares of the Company’s
common stock at a fair value of $1,393,352.
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.
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: April 15, 2021
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TWO HANDS CORPORATION
By: /s/ Nadav Elituv
Nadav Elituv
Chief Executive Officer
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Two Hands (PK) (USOTC:TWOH)
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