The purpose of this Information Statement
is to notify holders of our Common Stock as of the Record Date (the “Stockholders”) that the Company’s Board
of Directors (the “Board”) and the holder of a majority of our voting capital stock (the “Majority Stockholder”)
approved of the following corporate action (the “Corporate Action”):
The Majority Stockholder approved of the
Corporate Action by written consent in lieu of a stockholders’ meeting as permitted under the Delaware General Company Law (the
“DGCL”) and our Articles and Bylaws. Accordingly, your consent is not required and is not being solicited in connection
with the approval of the Corporate Action. Our Board is not soliciting your proxy or consent in connection with the Amendment. You are
urged to read this Information Statement carefully and in its entirety for a description of the Corporate Action approved by the Board
and the Majority Stockholder. Stockholders who were not afforded an opportunity to consent or otherwise vote with respect to the Corporate
Action taken have no right under the DGCL or our Articles and Bylaws to dissent or require a vote of all Stockholders.
Pursuant to Rule 14c-2 under the
Exchange Act, the Amendment will not become effective before a date which is twenty (20) calendar days after the Definitive
Information Statement is first provided to stockholders as of the Record Date (the “Effective Date”). The
Information Statement will be provided to our Stockholders of record upon the filing of the Definitive Information Statement. The entire cost of furnishing this Information Statement will be borne by the Company. We anticipate
that the Amendment will be effective on or about July 15, 2021.
PLEASE NOTE THAT THIS IS NOT A NOTICE OF A
MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED HEREIN. THIS INFORMATION STATEMENT
IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING STOCKHOLDERS OF THE MATTERS DESCRIBED HEREIN PURSUANT TO SECTION 14(c) OF
THE EXCHANGE ACT AND THE REGULATIONS PROMULGATED THEREUNDER, INCLUDING REGULATION 14C.
|
|
|
By Order of the Board of Directors,
|
|
June 24, 2021
|
|
/s/ Nadav Elituv
|
|
|
|
Nadav Elituv
|
|
|
|
Chief Executive Officer
|
TWO HANDS CORPORATION
1035 Queensway East, Mississauga
Ontario, Canada L4Y 4C1
(416) 357-0399
SCHEDULE 14C INFORMATION
Preliminary Information Statement Pursuant to Regulation
14C
of the Securities Exchange Act of 1934 as amended
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
This Information Statement advises stockholders
of Two Hands Company, a Delaware corporation (the “Company”), of the following corporate action (the “Corporate
Action”) approved by Nadav Elituv, the sole member of the Company’s Board of Directors (the “Board”),
and holder of a majority of our outstanding voting capital stock (the “Majority Stockholder”) by written consent in
lieu of a meeting of stockholders (the “Written Consent”) on June 11, 2021 (the “Record Date”):
|
|
n
|
To amend the Company’s articles of incorporation, as amended (the “Articles”),
to increase the number of authorized shares of Common Stock, par value $0.0001, from 3 billion to 6 billion without changing the number
of authorized “blank check” Preferred Stock, par value $0.001 per share (the “Amendment”).
|
The Amendment will become effective after
twenty (20) days after the mailing of the Definitive Information Statement to our stockholders of record as of the Record Date,
expected to be on or around July 15, 2021 (the “Effective Date”). The Company will advise stockholders
when the Amendment is effective by filing a Current Report on Form 8-K with the SEC.
WE ARE NOT ASKING YOU
FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
THE MAJORITY STOCKHOLDER OF
OUR COMPANY HAS CONSENTED TO THE ADOPTION OF THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION BY OWNING IN EXCESS OF THE REQUIRED NUMBER
OF OUR OUTSTANDING VOTING SECURITIES TO ADOPT THE AMENDMENT UNDER DELAWARE LAW, AND HAS DONE SO. NO FURTHER CONSENTS, VOTES OR PROXIES
ARE NEEDED, AND NONE IS REQUESTED.
Delaware Law
Pursuant to Section 228 of the
DCGL and the Company’s bylaws, any action that can be taken at an annual or special meeting of stockholders may be taken without
a meeting, without prior notice and without a vote if the holders of outstanding stock having not less than the minimum number of votes
necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted consent to
such action in writing. As the holders of the Company’s Common Stock are entitled to vote on such matters, approval of the Amendment
required the approval of a majority of the Company’s outstanding voting stock. As of the Record Date, the Company had 1,750,292,512
shares of Common Stock issued and outstanding with the holders thereof being entitled to cast one vote per share. Holders of the Company’s
Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), are entitled to
100,000 votes per share. On the Record Date, the Written Consent was executed by Mr. Nadav Elituv, the holder of 106,500,000 shares of
Common Stock and 60,000 shares of Series A Preferred Stock having the voting equivalency of 60 million (60,000,000) shares of Common Stock,
and together with the Common Stock, equal to 77% of voting rights of the Company’s outstanding voting capital stock. Mr. Elituv
is also a member of the Company’s Board of Directors and Chief Executive Officer and President.
We have obtained all necessary
corporate approvals in connection with the Amendment. We are not seeking written consents from any other stockholder, and the other stockholders
will not be given an opportunity to vote with respect to the actions described in this Information Statement, as no meeting or special
meeting of the stockholders will be required. This Information Statement is furnished solely
for the purposes of advising stockholders of the action approved by the Written Consent and giving stockholders notice of the Amendment
as required by the DGCL and the Exchange Act.
DESCRIPTION
OF THE COMPANY’S CAPITAL STOCK
General
The Company’s authorized capital stock
currently consists of a total of 3,000,000,000 shares of Common Stock, par value $0.0001 per share, and 1,000,000 shares of “blank
check” Preferred Stock, par value $0.001 per share (the “Preferred Stock”). On August 6, 2013, the Company filed
a Certificate of Designation with the Delaware Secretary of State therein designating two hundred thousand (200,000) shares of Preferred
Stock as Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), On December
12, 2019, the Company filed a Certificate of Designation with the Delaware Secretary of State therein designating one hundred thousand
(100,000) shares of Preferred Stock as Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred
Stock”). On October 7, 2020, the Company filed a Certificate of Designation with the Delaware Secretary of State therein designating
five thousand (5,000) shares of Preferred Stock as Series C Convertible Preferred Stock, par value $0.001 per share (the “Series
C Preferred Stock”). As of the Record Date, there were 1,750,292,512 shares of Common Stock and 60,000 shares of Series A Preferred
Stock, 4,000 shares of Series B Preferred Stock and 5,000 shares of Series C Preferred Stock issued and outstanding.
Common Stock
Holders of the Common Stock are entitled
to one vote for each share held on all matters submitted to a vote of the Company’s stockholders. Holders of Common Stock are entitled
to receive ratably any dividends that may be declared by the Board of Directors out of legally available funds, subject to any preferential
dividend rights of any outstanding Preferred Stock. Upon the Company’s liquidation, dissolution or winding up, the holders of Common
Stock are entitled to receive ratably the Company’s net assets available after the payment of all debts and other liabilities and
subject to the prior rights of any outstanding Preferred Stock. Holders of Common Stock have no preemptive, subscription, redemption or
conversion rights. The outstanding shares of Common Stock are fully paid and nonassessable. The rights, preferences and privileges of
holders of Common Stock are also subject to, and may be adversely affected by, the rights of holders of shares of any series of Preferred
Stock which the Company may designate and issue in the future without further stockholder approval.
Preferred Stock
The Board is currently authorized, without
stockholder approval, to issue from time to time up to an aggregate of 1,000,000 shares of Preferred Stock in one or more series and to
fix or alter the designations, preferences, rights, qualifications, limitations or restrictions of the shares of each series, including
the dividend rights, dividend rates, conversion rights, voting rights, term of redemption including sinking fund provisions, redemption
price or prices, liquidation preferences and the number of shares constituting any series or designations of such series without further
vote or action by the stockholders. The issuance of Preferred Stock may have the effect of delaying, deferring or preventing a change
in control of management without further action by the stockholders and may adversely affect the voting and other rights of the holders
of Common Stock. The issuance of Preferred Stock with voting and conversion rights may adversely affect the voting power of the holders
of Common Stock, including the loss of voting control to others.
Series A Preferred
Stock
On August 6, 2013, the Company filed a Certificate
of Designation with the Delaware Secretary of State thereby designating two hundred thousand (200,000) Series A Preferred Stock shares.
On November 1, 2019, the Company issued Nadav Elituv, the Chief Executive Officer and a member of the Board, 30,000 shares of Series A
Preferred Stock and an additional 30,000 shares on March 31, 2021.
Our Series A Preferred Stock has voting rights
equal to a 1:100,000 basis, such that each share of Series A Preferred Stock is entitled to 100,000 votes in any vote of the Company’s
Common Stock. Series A Preferred Stock are not entitled to dividends. Such dividends are payable only as and if declared by the Company’s
Board of Director out of legally available funds. Upon the Company’s liquidation, dissolution
or winding up, holders of Series A Preferred Stock are entitled to receive ratably the Company’s net assets available after the
payment of all debts and other liabilities and subject to the prior rights of any outstanding senior Preferred Stock, the amount payable
in cash equal to the original purchase price paid by such holder for its shares of Series A Preferred Stock. After the payment of such
amounts, remaining assets of the Company shall be distributed ratably to the holders of the Series A Preferred Stock and Common Stock
of the Company. Subject to certain conditions, our Series A Preferred Stock is entitled to conversion in to shares of Common Stock, at
a ratio of 1 share of Series A Preferred Stock to 1,000 shares of Common Stock. Holders of Series A Preferred Stock are entitled to certain
protective provisions relating to potential issuances of new shares of Series A Preferred Stock.
Series B Preferred
Stock
On December 12, 2019, the Company filed a
Certificate of Designation with the Delaware Secretary of State thereby designating one hundred thousand (100,000) Series B Preferred
Stock shares. After a one year holding period, each share of Series B Preferred Stock is convertible into one thousand (1,000) shares
of Common Stock of the Company. Series B Preferred Stock is non-voting.
Upon any liquidation, dissolution or winding-up
of the Company, whether voluntary or involuntary (a "Liquidation"), the holders shall be entitled to receive out of the
assets of the Company, whether such assets are capital or surplus, for each share of Series B Preferred Stock an amount equal to the holder's
pro rata share of the assets and funds of the Company to be distributed, assuming their conversion of Series B Preferred Stock to Common
Stock and if the assets of the Company shall be insufficient to pay in full such amounts, then the entire assets to be distributed to
the holders shall be distributed among the holders ratably in accordance with the respective amounts that would be payable on such shares
if all amounts payable thereon were paid in full.
On December 19, 2019, the Company issued
4,000 shares of Series B Convertible Preferred Stock with a fair value of $1,520,000 ($380 per share) for services to be provided from
December 19, 2019 to December 19, 2020.
Series C Preferred
Stock
On October 7, 2020, the Company filed a Certificate
of Designation with the Delaware Secretary of State thereby designating five thousand (5,000) Series C Preferred Stock shares, Each share
of Series C Preferred Stock (i) has a liquidation value of $100, subject to various anti-dilution protections (ii) was convertible into
shares of Common Stock of the Company six months after the date of issuance at a price of $0.0035 per share, subject to various anti-dilution
protections (iii) on conversion will receive an aggregate number of shares of Common Stock as is determined by dividing the liquidation
value by the conversion price. Series C Preferred Stock are non-voting.
On October 7, 2020, the Company agree to
issue 5,000 shares of Series C Preferred Stock with a fair value of $542,857 ($108.57 per share) for a one-year subscription to an online
marketing platform to support the gocart.city grocery delivery application.
AMENDMENT
OF OUR ARTICLES TO INCREASE OUR AUTHORIZED CAPITAL STOCK
On the Record Date, our Board and the Majority
Stockholder approved the Amendment, which will have the effect of increasing our authorized Common Stock from 3 billion to 6 billion shares.
Our authorized Preferred Stock will remain 1 million shares.
As of the Record Date, there
were 1,750,292,512 shares of Common Stock and 60,000 shares of Series A Preferred Stock issued and outstanding.
Purposes of the Increase
in Authorized Common Stock
In connection with the anticipated
continued growth of our business, our Board believes it is in our best interests to increase the number of authorized shares of Common
Stock. The shares of Common Stock be available for issuance from time to time as determined by our Board for any proper corporate purpose.
Having an increased number of authorized but unissued shares of Common Stock would allow us to take prompt action with respect to corporate
opportunities that develop, without the delay and expense of convening a special
meeting of stockholders for the purpose of approving an increase in our capitalization. Such purposes might include, without limitation,
issuance in public or private sales for cash as a means of obtaining additional capital for use in our business and operations, and issuance
as part or all of the consideration required to be paid by us for acquisitions of other businesses or assets. Notwithstanding the foregoing,
we have no obligation to issue such shares and there are no plans, proposals or arrangements currently contemplated by us that would involve
the issuance of shares of Common Stock to acquire another company or its assets, or for any other corporate purpose stated.
There will be no change in
the number of authorized shares of “blank check” Preferred Stock as a result of the Amendment.
Effects of the Increase
in Authorized Common Stock
The additional shares of Common Stock will
have the same rights as the presently authorized shares, including the right to cast one vote per share of Common Stock. Although the
authorization of additional shares will not, in itself, have any effect on the rights of any holder of our Common Stock, the future issuance
of additional shares of Common Stock (other than by way of a stock split or dividend) would have the effect of diluting the voting rights
and could have the effect of diluting earnings per share and book value per share of existing stockholders.
We could also use the additional shares of
Common Stock that will become available pursuant to the Amendment to oppose a hostile takeover attempt or to delay or prevent changes
in control or management of the Company. Although the Board’s approval of the Amendment was not prompted by the threat of any hostile
takeover attempt (nor is the Board currently aware of any such attempts directed at the Company), nevertheless, stockholders should be
aware that the Amendment could facilitate future efforts by us to deter or prevent changes in control of the Company, including transactions
in which Stockholders of the Company might otherwise receive a premium for their shares over then current market prices.
To the extent that the increase
in the number of authorized shares may have anti-takeover effects, the Amendment, when effected, may encourage persons seeking to acquire
us to negotiate directly with our board of directors, enabling our board to consider a proposed transaction in a manner that best serves
our stockholders’ interests.
Procedure for Effecting
the Amendment of our Articles
The Amendment will become
effective at such time as a certificate of amendment to our Articles is filed with the Delaware Secretary of State. Pursuant to Rule
14c-2 promulgated under the Exchange Act, the Amendment will not be effected until at least 20 calendar days after the mailing of
the Definitive Information Statement to the Stockholders of record as of the Record Date. We expect the Amendment will be effective
on or about July 15, 2021.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth,
as of the Record Date, certain information with respect to our equity securities owned of record or beneficially by (i) each of our Officers
and Directors; (ii) each person who owns beneficially more than 5% of each class of our outstanding equity securities; and (iii) all Directors
and Executive Officers as a group.
|
Beneficial Owner (1)
|
|
Number of Shares Beneficially Owned
|
|
Percentage (2)
|
|
|
|
|
|
|
|
Nadav Elituv
--Chief Executive Officer and Director
|
|
166,500,000 (3)
|
|
9.20%
|
|
|
|
|
|
|
|
Ryan Wilson
--Director
|
|
37,500,000
|
|
2.14%
|
|
|
|
|
|
|
|
Bradley Southam
--Director
|
|
37,500,000
|
|
2.14%
|
|
|
|
|
|
|
|
Steven Gryfe
--Chief Financial Officer
|
|
37,500,000
|
|
2.14%
|
|
|
|
|
|
|
|
All Directors and Executive Officers (4 persons)
|
|
279,000,000
|
|
15.41%
|
|
|
(1)
|
Unless otherwise noted, the address of the reporting person is c/o Two Hands Company, 1035 Queensway East, Mississauga, Ontario, Canada L4Y 4C1.
|
|
|
(2)
|
Based on 1,750,292,512 shares of Common Stock outstanding as of the Record Date and shares of Common Stock that the reporting person has the right to acquire within 60 days from the date thereof.
|
|
|
(3)
|
Includes 60,000,000 shares of Common Stock issuable up on the conversion of 60,000 shares of Series A Preferred Stock. Each share of our Series A Preferred Stock converts into 1,000 shares of our Common Stock.
|
We are not aware of any person
who owns of record, or is known to own beneficially, five percent or more of the outstanding securities of any class of the Company, other
than as set forth above. We are not aware of any person who controls the Company as specified in Section 2(a)(1) of the 1940 Act. There
are no classes of stock other than common and Preferred Stock issued or outstanding. We do not have an investment advisor.
Anti-Takeover Provisions
The Company’s authorized but unissued
Common Stock and Preferred Stock will be available for future issuances without stockholder approval and could be utilized for a variety
of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence
of authorized but unissued and unreserved Common Stock and Preferred Stock could render more difficult or discourage an attempt to obtain
control of the Company by means of a proxy contest, tender offer, merger or otherwise.
DISTRIBUTION
AND COSTS
We will pay the cost of preparing,
printing and distributing this Information Statement. Only one Information Statement will be delivered to multiple stockholders sharing
an address, unless contrary instructions are received from one or more of such stockholders. Upon receipt of a written request at the
address noted above, we will deliver a single copy of this Information Statement and future stockholder communication documents to any
stockholders sharing an address to which multiple copies are now delivered.
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
We will only deliver one information statement
to multiple stockholders sharing an address, unless we have received contrary instructions from one or more of the stockholders. Also,
we will promptly deliver a separate copy of this information statement and future stockholder communication documents to any stockholder
at a shared address to which a single copy of this information statement was delivered, or deliver a single copy of this information statement
and future stockholder communication documents to any stockholder or stockholders sharing an address to which multiple copies are now
delivered, upon written request to us at our address noted above. Stockholders may also address future requests regarding delivery of
information statements and/or annual reports by contacting us at the address noted above.
WHERE
YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports,
proxy statements and other information with the SEC. The periodic reports and other information we have filed with the SEC, may be inspected
and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington DC 20549. You may obtain information as to the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website that contains reports, proxy statements
and other information about issuers, like the Company, who file electronically with the SEC. The address of that site is www.sec.gov.
Copies of these documents may also be obtained by writing our secretary at the address specified above.
|
|
By Order of The Board of Directors,
|
|
|
|
|
Date: June 24, 2021
|
By:
|
|
/s/ Nadav Elituv
|
|
|
|
|
Name: Nadav Elituv
|
|
|
|
|
Title: Chief Executive Officer
|