Two Hands issues $151,800 convertible note
Two Hands Corporation entered into a securities purchase agreement with Vanquish Funding Group LLC on July 6, 2026 and, on July 8, 2026, closed a financing through a $151,800 convertible promissory note sold for $132,000.
Rhea-AI Filing Summary
Two Hands Corporation entered into a securities purchase agreement with Vanquish Funding Group LLC on July 6, 2026 and, on July 8, 2026, closed a financing through a $151,800 convertible promissory note sold for $132,000. After $2,500 of Vanquish legal expenses and a $4,500 due diligence fee, the company received $125,000 in net funding.
The note bears 10% annual interest, matures on July 6, 2027, and is convertible, starting 180 days after its 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 cap. It may be prepaid at 125% of principal during the first 180 days. Vanquish also received a right of first refusal on up to $1,000,000 of financings in the 12 months after closing. The note was issued as an unregistered security under Section 4(a)(2) of the Securities Act of 1933.
Positive
- None.
Negative
- None.
Filing Explained
The July 8 closing provided
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, or exhibit attachments filed with this report.
Key Figures
Convertible note principal: $151,800
Purchase price: $132,000
Net funding received: $125,000
+5 more
8 metrics
Convertible note principal
$151,800
Principal amount of the convertible promissory note sold to Vanquish
Purchase price
$132,000
Amount paid by Vanquish for the note
Net funding received
$125,000
Cash received by the company after fees at closing
Interest rate
10% per annum
Annual interest on the convertible note
Maturity date
July 6, 2027
Date on which the note matures
Prepayment premium
125%
Prepayment amount allowed during the 180 days following the issue date
Beneficial ownership cap
4.99%
Maximum beneficial ownership allowed upon conversion
ROFR financing cap
$1,000,000
Cap on financings subject to Vanquish right of first refusal over 12 months
Key Terms
convertible promissory note, right of first refusal, beneficial ownership, Section 4(a)(2) of the Securities Act of 1933, +1 more
5 terms
convertible promissory note financial
"purchased a convertible promissory note in the principal amount of $151,800"
A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.
right of first refusal financial
"including a right of first refusal in connection with financings up to $1,000,000"
A right of first refusal gives an existing shareholder or party the chance to buy an asset or shares before the owner can sell them to someone else. Think of it like being offered the first option to buy a house when the owner decides to sell; it matters to investors because it can limit who can acquire a stake, slow or block transactions, and affect the price and liquidity of an investment by restricting open-market sales or new buyers.
beneficial ownership financial
"such conversion would result in the holder’s beneficial ownership of the Company’s common stock"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Section 4(a)(2) of the Securities Act of 1933 regulatory
"The Note was sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933"
accredited investor regulatory
"Vanquish was an accredited investor, and the issuance did not involve a public offering"
An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.
FAQ
What financing did Two Hands Corporation (TWOH) complete with Vanquish Funding Group?
Two Hands Corporation completed a $151,800 convertible promissory note financing with Vanquish Funding Group. Vanquish paid $132,000, and after fees the company received $125,000 in net funding when the transaction closed on July 8, 2026.
What are the key terms of Two Hands Corporation (TWOH) convertible note?
The note has $151,800 principal, bears 10% annual interest, and matures on July 6, 2027. It is convertible, 180 days after issuance, at 75% of the lowest closing bid price over the 10 trading days before conversion, subject to a 4.99% ownership cap.
How much cash did Two Hands Corporation (TWOH) actually receive from the note?
Two Hands Corporation received $125,000 in net funding. From the $132,000 purchase price, Vanquish’s legal expenses of $2,500 and a $4,500 due diligence fee were deducted before funds were provided to the company.
How is the conversion price determined for the TWOH convertible note?
The conversion price is set at 75% of the lowest closing bid price of Two Hands Corporation common stock during the 10 trading days before each conversion date. The holder also deducts $1,500 from each conversion amount for deposit fees.
What ownership limitation applies to the Two Hands Corporation (TWOH) note holder?
The holder cannot convert the note if conversion would push beneficial ownership of Two Hands Corporation common stock above 4.99% of the issued and outstanding shares, effectively capping ownership through conversions at that percentage at any time.
Under what exemption was the TWOH convertible note issued to Vanquish?
The note was issued under the Section 4(a)(2) exemption of the Securities Act of 1933. There was no general solicitation, Vanquish was an accredited investor, and the issuance was structured so it did not involve a public offering.
What additional financing right did Vanquish receive from Two Hands Corporation (TWOH)?
Vanquish received a right of first refusal on certain future financings. This right applies to financings of up to $1,000,000 during the 12 months following closing, allowing Vanquish the option to participate on matching terms.
AI-generated analysis. How Rhea-AI works. Not financial advice.
