Two Hands Corporation 2025 AGM: votes, business change, director exit

Rhea-AI Filing Summary

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.

Insights

Corporate governance analyst

Two Hands reports director resignation and strong support for all AGM items.

Two Hands Corporation accepted director Daniel Reshef’s resignation, reducing the board to three members. The company states it is identifying and pursuing possible additions to the board, which indicates an intent to maintain or expand governance capacity after the change.

The Annual Meeting on November 20, 2025 showed high participation, with 66.71% of outstanding common shares represented. Director nominees such as Emil Assentato and Craig Marshak received support around or above 99% of votes cast, suggesting broad backing for current leadership.

Shareholders also approved a change in the company’s business and backed named executive officer compensation and an annual advisory vote on pay with large majorities, along with ratifying the independent auditor. These outcomes collectively signal alignment between shareholders and the board on strategy, compensation, and oversight, based on the proposals described.

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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): November 26, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 20, 2025, following the shareholders meeting, the Company formally accepted Daniel Reshef’s resignation from his position as director with the Company. Accordingly, as of the date hereof, the board of directors of the Company consists of three directors, namely Emil Assentato, Craig Marshak, and Matthew Stark. The Company is engaged in a process of identifying and pursuing suitable additions to the board, if and as needed. The Company would like to thank Mr. Reshef for his time, contributions and support.

Item 5.07 Submission of Matters to a Vote of Security Holders

On November 20, 2025, the Company held its Annual Meeting of Shareholders. A total of 3,9111,537,617 common shares of the Company were voted at the Meeting, representing 66.71% of the outstanding Common Shares. The Company is pleased to report Shareholders voted in favor of all items of business before the Meeting, including the election of directors, appointment of the auditor and the Company’s proposed change of business, as all further set below:

1. To elect the directors of the Company for the ensuing year. The final vote was as follows:

	No. of Shares
	For	Withheld	Broker Non Vote	Uncast
Emil Assentato	3,906,196,395 (99.86%)	5,341,222 (0.14%)
Craig Marshak	3,907,347,008 (99.89%)	4,190,609 (0.11%)
Daniel Reshef	1,015,282,722 (25.96%)	2,896,254,895 (74.04%)
Matthew Stark	3,906,230,359 (99.86%)	5,307,258 (0.14%)

All of the directors listed above were elected as directors at the meeting.

2.       To pass an ordinary resolution to approve the change of the Company’s business. The final vote was as follows:

No. of Shares
For	Against	Withheld	Broker Non Vote	Uncast
3,905,415,077 (99.8%)	3,655,510 (0.1%)	2,467,030 (0.1%)

3.        To approve named executive officer compensation (say on pay proposal). The final vote was as follows:

No. of Shares
For	Against	Withheld	Broker Non Vote	Uncast
3,826,106,227 (97.816%)	33,575,676 (0.858%)	51,855,714 (1.326%)

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4.       To approve the preferred frequency of stockholder advisory votes on executive compensation (say on frequency proposal). The final vote was as follows:

No. of Shares
One Year	Two Years	Three Years	Abstain	Broker Non Vote	Uncast
3,809,861,928 (97.401%)	10,735,035 (0.274%)	30,796,482 (0.787%)	60,144,172 (1.538%)

5.        To ratify the selection of the Company’s independent registered public accounting firm for the year ended December 31, 2025 and to authorize the directors to fix their remuneration. The final vote was as follows:

No. of Shares
For	Against	Withheld	Broker Non Vote	Uncast
3,906,693,118 (99.876%)	2,724,509 (0.054%)	2,724,509 (0.070%)		0

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: November 26, 2025	By:	/s/ Emil Assentato
		Emil Assentato
		Chief Executive Officer

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FAQ

What director changes did Two Hands Corporation (TWOH) announce?

Two Hands Corporation accepted the resignation of director Daniel Reshef on November 20, 2025. After this change, the board consists of three directors: Emil Assentato, Craig Marshak, and Matthew Stark, and the company is pursuing potential additions to the board.

How many Two Hands (TWOH) shares were represented at the 2025 Annual Meeting?

At the Annual Meeting held on November 20, 2025, shareholders representing 66.71% of the outstanding common shares of Two Hands Corporation were present or represented, providing a substantial quorum for voting on all proposals.

Did Two Hands (TWOH) shareholders approve the change of business?

Yes. Shareholders approved the change of Two Hands Corporation’s business by ordinary resolution, with 3,905,415,077 shares voting for, 3,655,510 against, and 2,467,030 withheld, according to the reported vote totals.

How did Two Hands (TWOH) shareholders vote on executive compensation (say on pay)?

For the advisory say‑on‑pay proposal on named executive officer compensation, Two Hands Corporation shareholders cast 3,826,106,227 shares for, 33,575,676 against, and 51,855,714 withheld, reflecting strong support for the company’s compensation approach.

What say-on-pay frequency did Two Hands (TWOH) shareholders prefer?

In the advisory vote on how often to hold future say‑on‑pay votes, shareholders of Two Hands Corporation favored one year, with 3,809,861,928 shares for one‑year frequency, compared with lower support for two‑year and three‑year options.

Was Two Hands (TWOH) auditor ratified for the year ended December 31, 2025?

Yes. Shareholders voted to ratify the selection of Two Hands Corporation’s independent registered public accounting firm for the year ended December 31, 2025 and authorized the directors to fix its remuneration, with 3,906,693,118 shares for, 2,724,509 against, and 2,724,509 withheld.

Who is the CEO of Two Hands Corporation (TWOH) signing this 8-K?

The report is signed on behalf of Two Hands Corporation by Emil Assentato, who is identified as the company’s Chief Executive Officer.