Two Hands Corporation (NASDAQ: TWOH) notifies SEC of late 10-K filing

Rhea-AI Filing Summary

Two Hands Corporation notifies the SEC of a late Form 10-K for the period ended December 31, 2025. The company states the delay stems from obtaining and compiling required information and says it will file the Form 10-K no later than the fifteenth calendar day following the prescribed due date. The notice is signed by CEO Emil Assentato on March 31, 2026.

Key Figures

SEC File Number: 000-56065 CUSIP: 90187E402 Period Ended: December 31, 2025 +2 more

5 metrics

SEC File Number 000-56065 cover header

CUSIP 90187E402 cover header

Period Ended December 31, 2025 subject annual report period

Extension Deadline 15 calendar days Rule 12b-25 filing extension

Form 12b-25 Signature Date March 31, 2026 signature date by CEO Emil Assentato

Key Terms

Form 12b-25, Rule 12b-25(b), prescribed due date

3 terms

Form 12b-25 regulatory

"The Registrant could not complete the filing of its Annual Report on Form 10-K"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

Rule 12b-25(b) regulatory

"seeks relief pursuant to Rule 12b-25(b)"

prescribed due date regulatory

"will file its Form 10-K no later than the fifteenth calendar day following the prescribed due date"

	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 12b-25 NOTIFICATION OF LATE FILING	OMB APPROVAL
		OMB Number: 3235-0058
		Expires: September 30, 2028
		Estimated average burden hours per response ... 2.50
		SEC FILE NUMBER 000-56065  CUSIP NUMBER 90187E402

(Check one):		ý  Form 10-K o  Form 20-F o  Form 11-K o Form 10-Q o  Form 10-D o  Form N-CEN o  Form N-CSR
		For Period Ended:	December 31, 2025
		o   Transition Report on Form 10-K
		o   Transition Report on Form 20-F
		o   Transition Report on Form 11-K
		o   Transition Report on Form 10-Q
		For the Transition Period Ended: _______________

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

TWO HANDS CORPORATION

______________________________________________________________________________________________

Full Name of Registrant

_____________________________________________________________________________________________

Former Name if Applicable

141 Piping Rock Road

_______________________________________________________________________________________________

Address of Principal Executive Office (Street and Number)

Locust Valley, NY 11560

_______________________________________________________________________________________________

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

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☒		(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
		(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or portion thereof will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
		(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Registrant could not complete the filing of its Annual Report on Form 10-K for the year ended December 31, 2025 due to a delay in obtaining and compiling information required to be included in its Form 10-K, which delay could not be eliminated by the Registrant without unreasonable effort and expense. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, the Registrant will file its Form 10-K no later than the fifteenth calendar day following the prescribed due date.

PART IV — OTHER INFORMATION

(1)	Name and telephone number of person to contact in regard to this notification
	Emil Assentato		(516)		384-2577
	(Name)		(Area Code)		(Telephone Number)
(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).					x Yes o No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?					o Yes x No
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

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TWO HANDS CORPORATION

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	March 31, 2026	By:	/s/ Emil Assentato
			Name: Emil Assentato
			Title: Chief Executive Officer

Instruction: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal criminal violations. (See 18 U.S.C. 1001)

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FAQ

Why did TWOH file a Form 12b-25 (NT 10-K)?

The company cites a delay in obtaining and compiling information required for the Form 10-K. The notice states the delay could not be eliminated without unreasonable effort and expense and that the company will complete the filing within the permitted extension period.

When will TWOH file the delayed Form 10-K?

Two Hands Corporation states it will file the Form 10-K no later than the fifteenth calendar day following the prescribed due date. The Form 12b-25 itself is dated March 31, 2026, and restates that timetable in compliance with Rule 12b-25.

Does the NT 10-K notice indicate changes to reported results for TWOH?

The notice explicitly answers no to anticipated significant changes in results of operations. It states that the company does not expect the delayed filing to reflect a significant change versus the prior fiscal year’s corresponding period.

Who signed the Form 12b-25 for TWOH and how can they be contacted?

The Form 12b-25 is signed by Emil Assentato, Chief Executive Officer. The contact telephone number listed is (516) 384-2577 for inquiries regarding the notification.

Does this late-filing notice mean TWOH missed other required periodic reports?

No. The company checked that all other periodic reports required under Sections 13 or 15(d) during the preceding 12 months have been filed. The Form 12b-25 indicates prior reporting obligations are current.