Two Hands Corporation (TWOH) completes 500,000,000-share debt settlement

Rhea-AI Filing Summary

Two Hands Corporation issued 200,000,000 shares of common stock on December 4, 2025 to its former Chief Executive Officer under a previously disclosed settlement agreement. This issuance completes the agreement’s total of 500,000,000 shares of common stock provided in full satisfaction of $1,836,000 of outstanding indebtedness owed under a promissory note, with 300,000,000 shares issued earlier and 200,000,000 shares issued in this final tranche.

The shares were issued in a private transaction relying on the Section 4(a)(2) exemption from registration under the Securities Act. The recipient represented that he is an accredited investor acquiring the shares for investment purposes, and the securities carry restrictive legends because they are not registered under federal or state securities laws. No underwriting discounts or commissions were paid in connection with this equity-for-debt exchange.

Insights

Equity capital structure analyst

Two Hands swaps $1,836,000 of debt for 500,000,000 restricted shares.

Two Hands Corporation has completed a share-for-debt exchange with its former Chief Executive Officer. In total, the settlement provides $1,836,000 of indebtedness relief under a promissory note, satisfied by issuing an aggregate of 500,000,000 common shares, split into 300,000,000 shares issued before the September 30, 2025 quarter-end and a final 200,000,000 shares issued on December 4, 2025.

This transaction removes the disclosed note liability from the balance sheet but increases the common share count, which can affect existing holders through dilution. The shares were issued privately under a Section 4(a)(2) exemption, with the former CEO confirming accredited investor status and investment intent, and the securities carry restrictive legends because they are not registered under the Securities Act or state laws.

No underwriting discounts or commissions were paid, so the full economic value of the exchange goes toward extinguishing the debt rather than third-party fees. Future company disclosures can provide additional context on how the larger share base interacts with earnings and ownership concentration over subsequent reporting periods.

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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): December 4, 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 3.02 Unregistered Sale of Equity Securities

On December 4, 2025, Two Hands Corporation (the “Company”) issued 200,000,000 shares of its common stock, par value $0.0001 per share (the “Shares”), to the Company’s former Chief Executive Officer pursuant to a previously disclosed settlement agreement (the “Settlement Agreement”).

As previously reported in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2025, filed on November 14, 2025, the Settlement Agreement provided for the issuance of an aggregate of 500,000,000 shares of the Company’s common stock in full satisfaction of $1,836,000 of outstanding indebtedness owed under a promissory note. Of such shares, 300,000,000 shares were issued prior to the filing of the Form 10-Q and were disclosed in the subsequent events section of that report. The issuance of the remaining 200,000,000 shares on December 4, 2025 represents the final issuance under the Settlement Agreement.

The Shares were issued in a private transaction in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The recipient represented that he is an accredited investor and acquired the Shares for investment purposes only and not with a view to distribution. The Shares have not been registered under the Securities Act or any state securities laws and were issued with appropriate restrictive legends.

No underwriting discounts or commissions were paid in connection with the issuance.

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: December 18, 2025	By:	/s/ Emil Assentato
		Emil Assentato
		Chief Executive Officer

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FAQ

What new share issuance did Two Hands Corporation (TWOH) report?

Two Hands Corporation issued 200,000,000 shares of its common stock on December 4, 2025 to its former Chief Executive Officer under a settlement agreement.

How many total shares were issued under the Two Hands Corporation (TWOH) settlement and what debt was satisfied?

The settlement called for an aggregate of 500,000,000 shares of common stock, issued in full satisfaction of $1,836,000 of outstanding indebtedness owed under a promissory note.

Who received the new Two Hands Corporation (TWOH) shares and on what basis?

The former Chief Executive Officer received the shares as consideration under the settlement agreement, and represented that he is an accredited investor acquiring them for investment purposes only.

Were the new Two Hands Corporation (TWOH) shares registered under securities laws?

No. The shares have not been registered under the Securities Act or any state securities laws and were issued in a private transaction relying on Section 4(a)(2), with appropriate restrictive legends.

Did Two Hands Corporation (TWOH) pay any underwriting fees or commissions on this issuance?

No underwriting discounts or commissions were paid in connection with the issuance of the 200,000,000 shares under the settlement agreement.