Current Report Filing (8-k)
January 20 2021 - 6:01AM
Edgar (US Regulatory)
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): January 19, 2021
TWO
HANDS CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
|
333-167667
|
42-1770123
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
33
Davies Ave
Toronto, Ontario Canada
|
M4M
2A9
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant's telephone number,
including area code: (416) 357-0399
(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))
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. ☐
Section
1 - Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement
On
July 13, 2020, Two Hands Corporation (the “Company”), entered into a Securities Purchase Agreement (the
“Securities Purchase Agreement”) with Power Up Lending Group Ltd. (the “Purchaser”), pursuant to
which the Company issued to the Purchaser a Convertible Promissory Note (the “Note”) in the aggregate principal
amount of $53,000. The Note has a maturity date of July 13, 2021 and the Company has agreed to pay interest on
the unpaid principal balance of the Note at the rate of eight percent (8%) per annum from the date on which the Note is
issued (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by
prepayment or otherwise. Pursuant to the terms of the Note, the outstanding principal and accrued interest on the Note shall
be convertible into shares of the Company’s common stock as set forth therein. The foregoing descriptions of the
Securities Purchase Agreement and the Note is only a summary of their material terms, does not purport to be complete and is
qualified in its entirety by reference to such documents. A copy of the Securities Purchase Agreement and the Note was filed
as Exhibit 10.9 and Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2020.
As
of January 19, 2021, the Company has repaid the Purchaser all outstanding principal and accrued but unpaid
interest under the Note, constituting approximately $55,120 in cash by issuing 30,622,223 shares of the Company’s
common stock at a fair value of $98,262.
Section
3 - Securities and Trading Markets
Item
3.02 Unregistered Sales of Equity Securities
The
disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
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.
Date: January 20, 2021
TWO HANDS CORPORATION
By: /s/ Nadav Elituv
Nadav Elituv
Chief Executive Officer
|
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