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  4. [8-K] Two Hands Corp Reports Material Event

Two Hands (TWOH) grants 535M shares via 2026 Equity Incentive Plan

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Two Hands Corporation disclosed that its Board of Directors approved the issuance of 535,000,000 shares of common stock under its 2026 Equity Incentive Plan. These shares were granted to certain officers, directors and consultants as compensation for services rendered pursuant to the plan and related award agreements.

The issuances were made under the company’s effective Registration Statement on Form S-8 (File No. 333-295928), which became effective following filing on May 15, 2026.

Positive

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Insights

Two Hands issued 535M shares as equity compensation under its 2026 plan.

Two Hands Corporation approved and issued 535,000,000 common shares under its 2026 Equity Incentive Plan to officers, directors and consultants for services. The issuance relies on an already effective Form S-8 registration, so the shares are registered for compensatory purposes rather than for a separate capital raise.

This action increases the company’s equity-based compensation footprint and may expand the share count, though the excerpt does not provide total shares outstanding for context. Future filings that include updated capitalization tables will show how this grant affects ownership percentages and potential dilution.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Equity awards issued 535,000,000 shares Common stock issued under 2026 Equity Incentive Plan
Form S-8 file number File No. 333-295928 Registration Statement used for plan share issuance
Form S-8 filing date May 15, 2026 Date Registration Statement on Form S-8 was filed
Board approval date May 18, 2026 Date Board approved issuance of 535,000,000 shares
2026 Equity Incentive Plan financial
"approved the issuance of an aggregate of 535,000,000 shares ... pursuant to the Company’s 2026 Equity Incentive Plan"
Registration Statement on Form S-8 regulatory
"The shares were issued pursuant to the Company’s effective Registration Statement on Form S-8"
A registration statement on Form S-8 is the U.S. Securities and Exchange Commission filing companies use to register shares they intend to grant to employees, directors, consultants or benefit plans under stock compensation programs. It matters to investors because it signals potential issuance of new shares tied to pay and incentives, which can increase the total shares outstanding — like adding more slices to a pie — reducing each existing share’s ownership and potentially affecting earnings per share and stock value.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Inline XBRL technical
"Cover Page Interactive Data File (embedded within the Inline XBRL Document)"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
Understanding 8-K Material Events →
false 0001494413 0001494413 2026-05-18 2026-05-18 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): May 18, 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.  ☐

 1 

 

Item 8.01 – Other Events.

 

On May 18, 2026, the Board of Directors of the Company approved the issuance of an aggregate of 535,000,000 shares of the Company’s common stock pursuant to the Company’s 2026 Equity Incentive Plan (the “Plan”).

 

The shares were issued to certain officers, directors and consultants of the Company in consideration for services rendered pursuant to the terms of the Plan and applicable award agreements.

 

The shares were issued pursuant to the Company’s effective Registration Statement on Form S-8 (File No. 333-295928), previously filed with the Securities and Exchange Commission on May 15, 2026.

 

Item 9.01 – Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description   Location
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: May 22, 2026 By: /s/ Emil Assentato  
    Emil Assentato  
    Chief Executive Officer  

 2 



Source: View Original Filing on SEC EDGAR

FAQ

What did Two Hands Corporation (TWOH) announce in its latest 8-K?

Two Hands Corporation reported that its Board approved issuing 535,000,000 common shares under its 2026 Equity Incentive Plan. The shares were granted to officers, directors and consultants as compensation for services, using an already effective Form S-8 registration statement.

How many shares did Two Hands Corporation (TWOH) issue under the 2026 Equity Incentive Plan?

The company issued an aggregate of 535,000,000 shares of common stock under its 2026 Equity Incentive Plan. These shares were awarded to certain officers, directors and consultants in consideration for services rendered pursuant to the plan and related award agreements.

Under what registration statement were Two Hands (TWOH) equity awards issued?

The 535,000,000 shares issued under the 2026 Equity Incentive Plan were registered on the company’s effective Registration Statement on Form S-8, File No. 333-295928, which was filed with the Securities and Exchange Commission on May 15, 2026.

Who received the new Two Hands Corporation (TWOH) shares under the 2026 plan?

The newly issued 535,000,000 common shares were granted to certain officers, directors and consultants of Two Hands Corporation. They were provided as consideration for services rendered, following the terms of the 2026 Equity Incentive Plan and the applicable award agreements.

What is the purpose of Two Hands Corporation’s 2026 Equity Incentive Plan?

The 2026 Equity Incentive Plan is used to grant common stock to officers, directors and consultants as compensation for services. In this 8-K, the company disclosed issuing 535,000,000 registered shares under the plan in line with its approved awards and plan terms.

Filing Exhibits & Attachments

3 documents

Other Documents