Two Hands (TWOH) raises $80,000 via discounted convertible note with Vanquish

Rhea-AI Filing Summary

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.

Insights

Capital structure and microcap financing analyst

Two Hands raises $80,000 via highly discounted, convertible debt with potential dilution controls.

Two Hands Corporation entered into a securities purchase agreement with Vanquish Funding Group, issuing a convertible note with $100,050 principal for a purchase price of $87,000. After paying $2,500 of Vanquish’s legal fees and a $4,500 due diligence fee, the company received net funding of $80,000. The note carries 10% annual interest and matures on October 15, 2026, adding a new direct financial obligation.

The conversion terms allow Vanquish to convert the note starting 180 days after January 16, 2026 at a price equal to 75% of the lowest closing bid price over the prior 10 trading days. This structure embeds a variable-price discount that can lead to meaningful equity issuance if the holder elects to convert. The note also allows the holder to deduct $1,500 from each conversion amount, which effectively increases the cost of capital on each conversion.

There are guardrails and incentives around the structure. A 4.99% beneficial ownership limitation restricts the holder from converting above that ownership level at any time, and the company may prepay the note at 115%–125% of principal depending on when it prepays within the first 180 days. Vanquish also obtained a right of first refusal on future financings up to $1,000,000 in the 12 months after closing, which could influence how the company structures additional capital raises disclosed in future filings.

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): January 16, 2026

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 January 16, 2026, 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 $100,050 (the “Note”), for a purchase price of $87,000 (the “Transaction”).

The Transaction closed on or about January 20, 2026, 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 $80,000, 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 October 15, 2026, accrues interest of 10% per annum, and is convertible at any time 180 days after the date of the Note (January 16, 2026), 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 of which are incorporated herein by reference.

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.

2

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description		Location
10.1		Securities Purchase Agreement between Two Hands Corporation and Vanquish Funding Group, dated January 16, 2026		Filed herewith
10.2		Convertible Promissory Note between Two Hands Corporation and Vanquish Funding Group, dated January 16, 2026		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. 

	TWO HANDS CORPORATION
Dated: January 23, 2026	By:	/s/ Emil Assentato
		Emil Assentato
		Chief Executive Officer

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FAQ

What financing did Two Hands Corporation (TWOH) enter into with Vanquish Funding Group?

Two Hands Corporation entered into a securities purchase agreement with Vanquish Funding Group LLC under which Vanquish purchased a convertible promissory note with a principal amount of $100,050 for a purchase price of $87,000. After fees, the company received net funding of $80,000.

What are the key terms of the new Two Hands (TWOH) convertible note?

The note has a principal amount of $100,050, bears 10% annual interest, and matures on October 15, 2026. It is convertible any time 180 days after January 16, 2026 into common stock at a price equal to 75% of the lowest closing bid price over the 10 trading days before conversion.

How much cash did Two Hands (TWOH) actually receive from the Vanquish note?

From the $87,000 purchase price, $2,500 was used to pay Vanquish’s legal expenses and $4,500 was retained by Vanquish as a due diligence fee, resulting in net funding of $80,000 to Two Hands Corporation.

What ownership and conversion limits apply to the Two Hands (TWOH) convertible note?

The holder may convert the note into common stock but is restricted by a 4.99% beneficial ownership cap, meaning conversions cannot cause the holder’s beneficial ownership of Two Hands’ common stock to exceed 4.99% of the issued and outstanding shares.

Can Two Hands Corporation (TWOH) prepay the convertible note issued to Vanquish?

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

What rights did Vanquish receive regarding future Two Hands (TWOH) financings?

Under the securities purchase agreement, Vanquish received a right of first refusal on company financings up to $1,000,000 during the 12 months following closing, along with other customary representations, warranties, and covenants from the company.

How was the Two Hands (TWOH) note offering exempt from SEC registration?

The note was sold in reliance on the Section 4(a)(2) exemption under the Securities Act of 1933, as there was no general solicitation, Vanquish was an accredited investor, and the issuance did not involve a public offering.