TWOH Two Hands Corporation (PK)

Item 1.01 Entry into a Material Definitive Agreement

On March 1, 2019, Two Hands Corporation (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with Firstfire Global Opportunities Fund, LLC, a Delaware limited liability company (the “Buyer”), relating to the issuance and sale of (i) a Senior Convertible Note (the “Note”) of $200,000 in principal amount including $180,000 actual payment of purchase price with interest accruing on the outstanding principal amount of the Note at the rate of 7% per annum with accrual commencing on the date that the Note is fully funded and shall be computed on the basis of a 365-day year and the actual number of days elapsed. Any principal amount or interest which is not paid when due shall bear interest at the rate of 15% per annum from the due date until the same is paid, the Note matures on September 1, 2020, and (ii) a Common Stock Purchase Warrant (the “Warrant”) to purchase 1,0000,000 shares of common stock of the Company, par value per share $0.0001 with an exercise price of $0.20 per share, to Buyer, in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Rule 506 of Regulation D as promulgated by the United States Securities and Exchange Commission under the Securities Act. On March 12, 2019, the Company received $180,000 from Buyer.

The foregoing descriptions of the SPA, Note and Warrant 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 SPA, Note and Warrant is filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 to this current report on Form 8-K.