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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): July
7, 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)
(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. ☐
Item
8.01 – Other Events.
On
July 7, 2026, the voluntary delisting of the common shares of Two Hands Corporation (the “Company”) from the Canadian Securities
Exchange (the “CSE”) became effective. The Company’s common shares are no longer listed or posted for trading
on the Canadian Securities Exchange.
The
Company’s common stock continues to be quoted on the OTC Markets under the symbol “TWOH,” and the Company remains subject
to its reporting obligations under the Securities Exchange Act of 1934, as amended. The Company’s voluntary delisting from the
CSE was not the result of any compliance or regulatory issue with the CSE.
The
Company decided to voluntarily delist from the CSE after evaluating the costs, administrative requirements, and certain limitations of
transaction opportunities associated with maintaining the dual listing on the CSE and OTC Markets. The Company believes that maintaining
its quotation on the OTC Markets is appropriate at this time and will allow management to focus resources on the Company’s business
operations, SEC reporting obligations and strategic objectives.
Item 9.01 –
Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit No. |
|
Description |
|
Location |
| 99.1 |
|
Press Release dated June 30, 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: July 8, 2026 |
By: |
/s/
Emil Assentato |
|
| |
|
Emil Assentato |
|
| |
|
Chief Executive Officer |
|
Two Hands Corporation Announces Focused
Listing in The US on The OTC & Voluntary Delisting from The Canadian Securities Exchange
Locust
Valley, New York--(Newsfile Corp. - June 30, 2026) - Two Hands Corporation (CSE: TWOH.X) (OTCID: TWOH) ("Two
Hands" or the "Company") announces that it has applied for and received approval from
the Canadian Securities Exchange (the "CSE") for a voluntary delisting of its common shares
from the CSE. General trading in Two Hands's common shares will remain unaffected as the Company's common shares will continue to trade
on the OTC under the symbol "TWOH".
The
decision to focus on US markets and voluntarily delist from the Canadian exchange was taken following a comprehensive evaluation of Two
Hands's regulatory framework which includes costs, administrative requirements and transaction opportunities. It was eventually determined
the Company would have potentially greater market agility and transaction velocity without having to maintain a dual listing on the CSE
and the OTC. It is envisioned that the voluntary delisting from the CSE will eliminate duplicative exchange fees, reduce legal and accounting
expenses, optimize financing initiatives and minimize regulatory complexity, all while allowing greater management focus on opportunity
capture as the Company transitions into the quantum computing and artificial intelligence industry.
Subsequent
to delisting from the CSE, the Company will continue to be a reporting issuer in certain jurisdictions in Canada and the United States
and will remain subject to continuous disclosure requirements both in Canada and the US. No action is required by shareholders in connection
with this voluntary delisting from the CSE. Shareholders with account-specific questions are encouraged to contact their respective brokers.
In
accordance with CSE policies, even as shareholder approval is not required, the voluntary delisting from the CSE was approved by the
Company's board of directors on June 29, 2026.
It
is expected that the close of business on July 7, 2026, will be the final trading day for the Company on the CSE.
About
Two Hands Corporation
Two
Hands Corporation (CSE: TWOH.X) (OTCID: TWOH) is a publicly traded company operating across the Canadian and U.S. markets. The Company
is focused on multi-vertical opportunities related to digital assets, fintech ventures, and the exploitation of intellectual property
investments. Two Hands remains committed to operational excellence, customer satisfaction, and long-term value creation.
Contact
Information
For further information,
please contact:
Two Hands Corporation
Mr. Emil Assentato, Chief Executive Officer
Phone: 516-816-9223
Email: eassentato@icloud.com
Neither
the CSE nor its Regulation Services Provider (as that term is defined in policies of the CSE) accepts responsibility for the adequacy
or accuracy of this press release.
Cautionary
Note Regarding Forward-Looking Information
This
press release includes certain statements that may be deemed forward-looking statements within the meaning of applicable securities laws.
Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "targeted,"
"expects," "plans," "anticipated," "believes," "intends," "estimates," "projects," "potential" and similar expressions, or that events
or conditions "will," "would," "may," "could" or "should" occur. Forward-looking information is based on management's current expectations
and assumptions and is subject to a number of risks and uncertainties that could cause actual results to differ materially, including
but not limited to the anticipated date of delisting from the CSE, the Company's ongoing compliance with reporting issuer status in Canada
and OTC listing standards. Factors that could cause the results to differ materially from those in forward-looking statements include
market prices, continued availability of capital and financing, and general economic, market, or business conditions. Readers are cautioned
not to place undue reliance on forward-looking information. For additional information with respect to these and other factors and assumptions
underlying the forward-looking statements and forward-looking information made in this press release concerning the Company, please refer
to the continuous disclosure record of the Company on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile. The statements in
this press release are made as of the date of this press release. The Company undertakes no obligation to update such statements except
as required by applicable law.
