Welcome to our dedicated page for Two Hands SEC filings (Ticker: TWOH), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page provides access to U.S. SEC filings for Two Hands Corporation (TWOH), offering insight into the company’s governance, financing activities, and proposed change of business. Two Hands files reports such as Forms 8-K and a definitive proxy statement (DEF 14A), which together outline key corporate events, shareholder decisions, and material agreements.
Recent Form 8-K filings describe several important developments. One 8-K reports the entry into a securities purchase agreement with Vanquish Funding Group LLC and the issuance of a convertible promissory note, including details on principal amount, purchase price, maturity date, interest rate, and conversion terms into common stock. Another 8-K explains the issuance of common shares to the company’s former chief executive officer under a settlement agreement to satisfy outstanding indebtedness, with information on the number of shares issued and the exemption from registration under the U.S. Securities Act of 1933. A further 8-K summarizes the results of the November 20, 2025 annual meeting of shareholders, including votes on director elections, advisory votes on executive compensation, the preferred frequency of such votes, ratification of the independent registered public accounting firm, and approval of the company’s proposed change of business.
The company’s definitive proxy statement (DEF 14A) provides additional context on board composition, director and executive compensation, corporate governance practices, and the rationale for the proposed change of business. It also describes the matters submitted to shareholders, voting procedures, and record date information.
On Stock Titan, these filings are paired with AI-powered summaries that highlight the key points of lengthy documents, helping readers understand the implications of items such as convertible notes, share issuances, and shareholder approvals. Users can review Two Hands’ 8-Ks and proxy materials as they are filed, with real-time updates from EDGAR and concise explanations that clarify complex legal and financial language.
TWOH has a Rule 144 notice indicating an intended sale of 65,000,000 common shares through Alpine Securities on OTC Markets, with an approximate sale date of 02/05/2026. The aggregate market value for these shares is listed as $120,000.00, and there are 6,501,509,691 shares outstanding.
Part of the position was acquired on 12/30/2024 via conversion of promissory notes from Stuark Turk, with cash noted as the form of payment. The signer represents they are not aware of undisclosed material adverse information about the issuer’s current or prospective operations.
Two Hands Corporation entered into a financing deal with Vanquish Funding Group LLC through a securities purchase agreement. The company issued a convertible promissory note with a principal amount of
The note bears 10% annual interest, matures on
Two Hands Corporation entered into a securities purchase agreement with Vanquish Funding Group LLC, issuing a convertible promissory note with a principal amount of
The note bears 10% annual interest, matures on
Two Hands Corporation issued 200,000,000 shares of common stock on December 4, 2025 to its former Chief Executive Officer under a previously disclosed settlement agreement. This issuance completes the agreement’s total of 500,000,000 shares of common stock provided in full satisfaction of $1,836,000 of outstanding indebtedness owed under a promissory note, with 300,000,000 shares issued earlier and 200,000,000 shares issued in this final tranche.
The shares were issued in a private transaction relying on the Section 4(a)(2) exemption from registration under the Securities Act. The recipient represented that he is an accredited investor acquiring the shares for investment purposes, and the securities carry restrictive legends because they are not registered under federal or state securities laws. No underwriting discounts or commissions were paid in connection with this equity-for-debt exchange.
Two Hands Corporation reported governance updates and voting results from its recent shareholder meeting. The company accepted the resignation of director Daniel Reshef, leaving a three‑member board consisting of Emil Assentato, Craig Marshak, and Matthew Stark, and is seeking potential additional directors.
At the Annual Meeting held on November 20, 2025, shareholders representing 66.71% of outstanding common shares were present or represented. Shareholders approved all items of business, including the election of directors, a change in the company’s business, a say‑on‑pay advisory vote for named executive officer compensation, an advisory vote preferring an annual frequency for future say‑on‑pay votes, and ratification of the independent auditor and authorization for directors to set its remuneration.
Two Hands Corporation filed its Q3 2025 report, highlighting a sharp contraction in operations. The company reported $0 sales for both the quarter and the nine-month period, compared with prior-year activity. Q3 net loss was $416,336, and the nine-month net loss narrowed to $1,083,086 from $1,610,304 a year earlier as operating expenses fell.
Liquidity remains strained: cash was $9,632, current liabilities were $3,338,227, and the working capital deficit was $3,294,442. Management disclosed a going concern uncertainty given cumulative losses and limited cash resources. As context, total shares outstanding were 6,301,509,691 as of November 13, 2025.
Capital structure activity continued. In 2025, the lender converted $850,972 of a line of credit into 170,194,403 shares. Subsequent events include conversions of $97,300 under a convertible note into 138,019,999 shares and $1,836,000 of a promissory note into 500,000,000 shares (300,000,000 issued to date). On November 13, 2025, the company issued a $115,000 convertible promissory note for $100,000 in proceeds.
Two Hands Corporation is soliciting proxies for its 2025 annual meeting on November 20, 2025 at 10:00 a.m. ET at Dentons Canada LLP in Toronto. Holders of record as of October 14, 2025 may vote in person or by proxy.
Shareholders will vote on: (1) electing four directors; (2) a potential Change of Business, which also requires CSE conditional approval; (3) a non‑binding advisory vote on named executive officer compensation; (4) a non‑binding advisory vote on how often to hold future say‑on‑pay votes, with the Board recommending one year; and (5) ratifying Sadler Gibb as independent auditor for 2025.
Common shares outstanding were 5,863,489,692 as of the record date. Beneficial ownership shows Emil Assentato with 4,090,000,000 common shares, or 58.49%. The company reports no executive compensation paid to date and no equity compensation plans in effect. Audit fees to Sadler were $76,000 in 2024 and $70,177 in 2023. A quorum requires shareholders holding or representing by proxy greater than 50% of shares entitled to vote.
Matthew Peter Stark, who serves as Chief Financial Officer and a director of Two Hands Corp (TWOH), submitted an initial Form 3 reporting that he does not beneficially own any securities of the company. The filing is an initial disclosure of his relationship to the issuer and confirms there are no direct or indirect holdings to report at this time.
Two Hands Corp is soliciting shareholder votes on a slate of items including election of directors, an ordinary resolution to approve a proposed Change of Business, non-binding advisory approval of named executive officer compensation and say-on-frequency, ratification of the company's independent auditor, and other routine matters. The proxy discloses that Emil Assentato beneficially owns 4,090,000,000 common shares representing 58.49% of outstanding Common Shares, which includes 1,200,000,000 shares issuable upon conversion of a convertible note at a conversion price of $0.0001 per share. The Change of Business contemplates moves into cryptocurrency/digital-asset enterprises, fintech, IP exploitation, and data center/hardware investments and would be effective subject to regulatory approvals and board discretion.