UNITED STATES

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): ~~April~~May 288, 2025

TWO HANDS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-56065	33-4429767
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

141 Piping Rock Road Locust Valley, New York		11560
(Address of Principal Executive Offices)		(Zip Code)

(516) 384-2577

(Registrant's telephone number, including area code)

N/A

(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))

Securities registered pursuant to Section 12(b) of the Act: None.

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. ☐

Item 1 5.0102 –Departure ~~Entry~~of ~~into~~Directors aor ~~Material~~Certain ~~Definitive~~Officers; ~~Agreement~~Election of Directors; Appointment of Certain officers; Compensatory Arrangements of Certain Officers.

~~Effective~~On ~~April~~May 288, 2025, Two Hands Corporation’s ~~(the~~Board of ~~“Company”)~~Directors ~~entered~~appointed ~~into~~Dr. aDaniel ~~securities~~Reshef ~~purchase~~as ~~agreement (the “SPA”) with 1800 Diagonal Lending LLC,~~ a ~~Virginia~~member ~~limited~~of ~~liability company (“1800 Diagonal”), pursuant to which~~ the ~~Company~~Board ~~sold and~~of ~~1800~~Directors. ~~Diagonal~~The ~~purchased~~Board anow ~~convertible~~consists ~~promissory note in the principal amount~~ of ~~$94,300~~Emil ~~(the “Note”)~~Assentato, ~~for~~Craig ~~a purchase~~Marshak, ~~price~~Matthew ofStark ~~$82,000~~and ~~(the~~Dr. ~~“Transaction”)~~Daniel Reshef.

~~The~~Biographical ~~Transaction~~Information ~~closed~~for ~~on or~~Daniel about April 28, 2025, 1800 Diagonal’s legal expenses of $2,500 were paid from the purchase price, $4,500 was retained by 1800 Diagonal as a due diligence fee, the Company received net funding of $75,000, and the Note was issued to 1800 Diagonal.Reshef

The SPA includes customary representations, warranties and covenants by the Company, including a right of first refusal in connection with financings up to $1,000,000 during the 12 months following closing, as well as customary closing conditionsDr. ~~The~~Daniel ~~Note~~Reshef ~~matures on February 1, 2026, accrues interest of 10% per annum, and~~ is ~~convertible at any time 180 days after the date of the Note (April 16, 2025), into shares of the Company’s common stock at the election of the holder at~~ a ~~conversion~~dual ~~price~~Israeli ~~equal~~and toUSA ~~75% of the lowest closing bid price during the 10 trading days prior to the conversion date; provided~~citizen, ~~however,~~currently ~~that~~living ~~the holder may not convert the Note to the extent that such conversion would result~~ in the ~~holder’s beneficial ownership of the Company’s common stock being in excess of 4.99% of the Company’s issued and outstanding common stock. Additionally~~USA, ~~the~~ ~~holder~~with ofstrong ~~the~~ties ~~Note is entitled~~ to ~~deduct $1~~Israel,~~500~~ ~~from~~Israel ~~the~~medical ~~conversion~~research ~~amount~~centers ~~in each note conversion to cover the holder’s deposit fees associated with the conversion,~~ and ~~the~~a ~~Note~~vast ~~may~~array beof ~~prepaid~~relationships atin ~~115% during~~ the ~~90 days following the issue date, 120% during the~~global ~~period~~pharmaceutical ~~91 days-150 days following the issue date, and 125% during the period 151 days-180 days following the issue date~~sector.

~~The~~Dr ~~foregoing~~Reshef’s ~~descriptions~~extensive career with over twenty-five years in drug development encompasses many facets of the ~~SPA~~pharmaceutical ~~and~~sector, ~~Note~~gained ~~do not~~through ~~purport~~senior tomanagement bepositions ~~complete~~at ~~and~~leading companies ~~are~~such ~~qualified~~as inHoffman ~~their~~La ~~entirety~~Roche, byGenentech, ~~reference~~Bristol toMyers ~~the~~Squibb, ~~full~~and ~~text~~in ofhis ~~those~~current ~~agreements,~~capacity ~~copies~~as ofthe ~~which~~Therapeutic ~~are~~Area Global Head for ~~filed~~a asmajor ~~Exhibits~~global 10pharmaceutical company.1 ~~and~~His ~~10.2~~scientific experience includes skills in regulatory, ~~respectively~~medical affairs, todrug ~~this~~safety ~~Current~~operations and ~~Report~~clinical ontrials ~~Form~~epidemiology ~~8-K~~with ~~and~~leadership ~~incorporated~~experience byin ~~reference~~early ~~herein~~drug development from phase 1 to phase IV, and in multiple therapeutic areas.

~~Item 2~~Dr.~~03.~~ ~~Creation~~Reshef ofis a ~~Direct~~board-certified ~~Financial~~physician, ~~Obligation~~graduate of orthe anHebrew ~~Obligation~~University ~~under~~and anHadassah ~~Off-Balance~~Medical ~~Sheet~~School ~~Arrangement~~in ofJerusalem, aand ~~Registrant~~has earned his MPH and PhD in Epidemiology from Johns Hopkins University.

The ~~disclosure~~terms ~~provided~~of ~~above in Item 1~~Dr.01 ~~above~~Reshef’s iscompensation are ~~incorporated~~still bybeing ~~reference into this Item 2~~determined.~~03.~~

Item 39.0201. ~~Unregistered~~Financial Statements ~~Sales~~and ~~of Equity Securities~~Exhibits.

~~The disclosure provided above in Item 1.01 above is incorporated by reference into this Item 3.02. The Note was sold in reliance on the exemption from registration provided by Section 4~~(ad)~~(2)~~ ofExhibits ~~the Securities Act of 1933, as amended, as there was no general solicitation, 1800 Diagonal was an accredited investor, and the issuance did not involve a public offering.~~

Exhibit No.		Description

104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

~~Item 9.01. Financial Statements and Exhibits.~~2

~~(d) Exhibits~~ SIGNATURES

Exhibit No.		Description
10.1		Securities Purchase Agreement, dated April 16, 2025, entered into between the Company and 1800 Diagonal Lending LLC *
10.2		Convertible Promissory Note, dated April 16, 2025, issued by the Company to 1800 Diagonal Lending LLC *
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

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.

* Filed herewith.

	TWO HANDS CORPORATION

Dated: May 13, 2025	By:	/s/ Emil Assentato
		Emil Assentato
		Chief Executive Officer

~~SIGNATURES~~3

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.

	TWO HANDS CORPORATION
Dated: May 2, 2025	By:	/s/ Emil Assentato
		Emil Assentato
		Chief Executive Officer

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