Current Report Filing (8-k)
06 Julho 2022 - 6:03PM
Edgar (US Regulatory)
0001494413
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12-31
0001494413
2022-06-30
2022-06-30
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iso4217:USD
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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): June
30, 2022
TWO
HANDS CORPORATION
(Exact name of registrant as specified
in its charter)
| Delaware |
000-56065 |
42-1770123 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| |
|
|
1035
Queensway East
Mississauga, Ontario Canada |
L4Y
4C1 |
| (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
June 30, 2022, Two Hands Corporation (the “Company”), entered into a Securities Purchase Agreement (the
“Securities Purchase Agreement”) with SRAX, Inc. (the “Investor”). Pursuant to the Securities Purchase
Agreement, the Company agreed to sell to Investor eighty thousand (80,000) shares of its Series C Preferred Stock at a purchase
price to be determined by; price offered during the next subsequent financing event, defined as the issuance by the
User or any of its subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, indebtedness or a combination
thereof, or an aggregate purchase price of Two Million U.S. Dollars ($2,000,000) payable in services rendered by the Investor to the Company.
The
terms and foregoing description of the Securities Purchase Agreement is qualified in its entirety by reference to the
Securities Purchase Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
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.
Item 3.03 Material Modification to Rights of Security
Holders.
The
disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Section 5 - Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws
On
July 5, 2022, in connection with the Closing of Securities Purchase Agreement referenced in Item 1.01, the Company filed a
Amended and Restated Certificate of Designation of Series C Convertible Preferred Stock (the “Certificate”) with the
Delaware Secretary of State that has the effect of designating One Hundred and Fifty Thousand (150,000) shares of preferred stock,
par value $0.001, as Series C Convertible Preferred Stock with conversion price of $0.25 per share.
The
terms of the Certificate is qualified in its entirety by reference to the Certificate, which is filed as Exhibit 3.1 hereto and
incorporated herein by reference.
Section
9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
| Exhibit No. |
|
Document |
|
Location |
| 3.1
|
|
Amended and Restated Certificate of Designation of Series C Convertible Preferred Stock of Two
Hands Corporation dated June 30, 2022
|
|
Filed herewith |
| 10.1 |
|
Securities Purchase Agreement between Two Hands Corporation
and SRAX, Inc., dated June 30, 2022 |
|
Filed herewith |
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: July 6, 2022
|
TWO HANDS CORPORATION
By: /s/ Nadav Elituv
Nadav Elituv
Chief Executive Officer |
Two Hands (PK) (USOTC:TWOH)
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