Two Hands SEC Filings

Two Hands Corporation reported a Q1 2026 net loss of $64,234, a significant improvement from $330,432 a year earlier, but generated no revenue in either period. Operating expenses fell slightly to $235,686, driven mainly by lower professional fees, while salaries and consulting costs increased as management pursues new initiatives.

The company’s bottom line benefited from a $250,102 non-cash gain from the change in fair value of derivative liabilities, partly offset by $44,846 of debt discount amortization and interest and $33,804 of initial derivative expense. Cash declined to $47,057 as of March 31, 2026, with a working capital deficit of $2,387,220 and total liabilities of $2,467,657, reflecting heavy reliance on related-party and convertible debt financing.

Management again notes substantial doubt about the company’s ability to continue as a going concern, citing a stockholders’ deficit of about $2.0M and an accumulated deficit of $95,069,236. During the quarter, the company advanced $250,000 toward acquiring AI dating platform assets from DailyLove and expects to account for this as a cost-method investment once all terms are met. Subsequent to quarter-end, over 200 million new shares were approved for issuance for services, which will further increase the already large share count of 6.63 billion common shares outstanding as of May 12, 2026.

Two Hands Corporation submitted a Form 12b-25 notifying the SEC that its Quarterly Report on Form 10-Q for the period ended March 31, 2026 could not be filed on time. The company attributes the delay to obtaining and compiling required information and states it will file the Form 10-Q no later than the fifth calendar day following the prescribed due date. The notification was signed by Emil Assentato, Chief Executive Officer, on May 15, 2026.

Two Hands Corporation reported a much smaller net loss of $484,854 for 2025, down from $2,433,970 in 2024, but revenue fell to $0 from $709,526 as it exited prior grocery operations and focuses on reinvigorating its legacy food-service business.

The company remains highly leveraged, with total liabilities of $2,264,701, a working capital deficit of $2,010,465 and an accumulated deficit of $95,005,002 as of December 31, 2025. Its auditor issued a going concern warning, noting substantial doubt about its ability to continue operating without new capital.

Cash improved to $227,585 from $1,733, mainly through $1,093,686 of financing, including $853,100 of related-party advances. The share count rose to 6,501,509,691, driven by large stock issuances to settle and convert debt, which reduced liabilities but significantly diluted existing holders.

Two Hands Corporation notifies the SEC of a late Form 10-K for the period ended December 31, 2025. The company states the delay stems from obtaining and compiling required information and says it will file the Form 10-K no later than the fifteenth calendar day following the prescribed due date. The notice is signed by CEO Emil Assentato on March 31, 2026.

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 $100,050 for a purchase price of $87,000, resulting in net funding to the company of $80,000 after legal and due diligence fees.

The note bears 10% annual interest, matures on October 15, 2026, and becomes convertible into common stock 180 days after the note date. The conversion price is set at 75% of the lowest closing bid price over the 10 trading days before conversion, subject to a 4.99% beneficial ownership cap. The note can be prepaid at premiums ranging from 115% to 125% of principal depending on the prepayment window, and the holder may deduct $1,500 from each conversion amount. Vanquish also received a right of first refusal on company financings up to $1,000,000 during the 12 months following closing.

Two Hands Corporation entered into a securities purchase agreement with Vanquish Funding Group LLC, issuing a convertible promissory note with a principal amount of $94,300 for a purchase price of $82,000. After paying Vanquish’s legal expenses of $2,500 and a $4,500 due diligence fee, the company received net funding of $75,000.

The note bears 10% annual interest, matures on February 1, 2026, and, starting 180 days after the issue date, can be converted at Vanquish’s option into common stock at 75% of the lowest closing bid price during the 10 trading days before conversion, subject to a 4.99% beneficial ownership cap. The note can be prepaid at premiums ranging from 115% to 125% of principal depending on timing, and Vanquish receives a right of first refusal on up to $1,000,000 of financings over the following 12 months. The issuance was completed as an unregistered private offering under Section 4(a)(2) of the Securities Act.

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.