Two Hands Corp 8-K

What Happened Two Hands Corporation announced that on December 2, 2025 it entered into a Securities Purchase Agreement with Vanquish Funding Group LLC and issued a convertible promissory note with a principal amount of $94,300. The transaction closed on or about December 4, 2025; Vanquish paid $82,000 for the note, of which $2,500 covered Vanquish’s legal fees and $4,500 was retained as a due diligence fee, leaving the Company with $75,000 in net funding. The SPA includes customary company representations and a one‑year right of first refusal for financings up to $1,000,000.

Key Details

• Note principal: $94,300; purchase price paid by Vanquish: $82,000; net proceeds to Company: $75,000.
• Note maturity: February 1, 2026; interest rate: 10% per year.
• Conversion: holder may convert beginning 180 days after December 2, 2025 (i.e., ~late May 2026) into common stock at a conversion price equal to 75% of the lowest closing bid during the 10 trading days before conversion; conversion limited so holder cannot exceed 4.99% beneficial ownership.
• Additional terms: holder may deduct $1,500 from each conversion to cover deposit fees; Company may prepay the Note at 115% (days 1–90), 120% (days 91–150), or 125% (days 151–180) of principal.

Why It Matters This filing shows Two Hands raised a small, near‑term cash infusion ($75,000 net) through a short‑dated debt instrument with conversion features that could dilute existing shareholders if converted. Conversion is structured at a 25% discount to recent market bids (subject to the 10‑day lowest closing bid formula) and includes a 4.99% ownership cap, which limits a single holder’s stake but still allows potential dilution. Investors should note the note’s February 1, 2026 maturity (repayment due shortly after issuance) while conversion is only available after 180 days, and the Company granted Vanquish a right of first refusal on future financings up to $1M for 12 months.