Two Hands Corporation (OTC: TWOH) issues $94,300 10% convertible note

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Two Hands Corporation entered a 10% interest convertible note with a $94,300 principal and 75% of market conversion price, which may create significant dilution and financing cost relative to the $75,000 net proceeds.

Insights

Convertible financing and capital structure analyst

Two Hands raises $75,000 via a high-cost, discounted convertible note that could lead to future share issuance.

The company obtained net funding of $75,000 through a convertible note with a principal of $94,300, 10% annual interest, and several embedded fees and premiums. The difference between principal and purchase price, along with legal and due diligence fees and potential prepayment premiums of 115–125%, indicates an expensive form of short-term financing.

The note becomes convertible 180 days after the December 2, 2025 issue date at 75% of the lowest closing bid price over the prior 10 trading days, which permits conversion at a discount to market and may result in additional share issuance. A 4.99% beneficial ownership cap limits how much stock the holder can own at any one time but does not remove dilution risk, as multiple conversions are still possible. The right of first refusal on up to $1,000,000 of future financings over 12 months also gives Vanquish influence over how the company raises additional capital.

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UNITED STATES

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): December 2, 2025

TWO HANDS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		000-56065		33-4429767
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

141 Piping Rock Road Locust Valley, New York		11560
(Address of Principal Executive Offices)		(Zip Code)

(516) 384-2577

(Registrant's telephone number, including area code)

N/A

(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))

Securities registered pursuant to Section 12(b) of the Act: None.

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.  ☐

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Item 1.01 – Entry into a Material Definitive Agreement.

Effective December 2, 2025, 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 $94,300 (the “Note”), for a purchase price of $82,000 (the “Transaction”).

The Transaction closed on or about December 4, 2025, 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 $75,000, 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 February 1, 2026, accrues interest of 10% per annum, and is convertible at any time 180 days after the date of the Note (December 2, 2025), 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 incorporated by reference herein.

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
10.1		Securities Purchase Agreement, dated December 2, 2025 *
10.2		Convertible Promissory Note, dated December 2, 2025 *
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 2, 2026	By:	/s/ Emil Assentato
		Emil Assentato
		Chief Executive Officer

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FAQ

What financing transaction did TWOH disclose in this 8-K?

Two Hands Corporation disclosed that it 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, providing net funding of $75,000 after fees.

What are the key terms of Two Hands Corporation's new convertible note?

The note matures on February 1, 2026, carries 10% annual interest, and is convertible starting 180 days after the December 2, 2025 issue date into common stock at 75% of the lowest closing bid price over the 10 trading days before conversion, subject to a 4.99% beneficial ownership limit.

How much cash did TWOH actually receive from the Vanquish financing?

From the $82,000 purchase price, $2,500 was paid for Vanquish’s legal expenses and $4,500 was retained as a due diligence fee, so Two Hands Corporation received net funding of $75,000.

Can Two Hands Corporation prepay the convertible note, and at what cost?

Yes. The note may be prepaid at 115% of principal during the first 90 days after issue, 120% during days 91–150, and 125% during days 151–180.

What ownership and conversion limits apply to Vanquish under the TWOH note?

Conversions are limited so that Vanquish’s beneficial ownership of Two Hands Corporation’s common stock does not exceed 4.99% of the company’s outstanding shares at any time.

Under what exemption was the TWOH convertible note issued?

The note was issued as an unregistered sale of securities in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, based on a private offering to an accredited investor without general solicitation.

What additional rights did Vanquish receive in the Two Hands financing?

Vanquish received a right of first refusal on financings of up to $1,000,000 during the 12 months following closing, meaning it can choose to participate in or match such financing opportunities.