Two Hands Corp Enters Convertible Note Financing with Vanquish

What Happened

• Two Hands Corporation (TWOH) announced it entered into a Securities Purchase Agreement with Vanquish Funding Group LLC and issued a $151,800 convertible promissory note on July 6, 2026. The transaction closed July 8, 2026. The note was sold for $132,000, of which the company received $125,000 in net proceeds after Vanquish’s legal expenses and a due diligence fee were paid/retained.

Key Details

• Principal amount: $151,800; purchase price: $132,000; net proceeds to company: $125,000.
• Note maturity: July 6, 2027; interest rate: 10% per annum.
• Conversion: holder may convert beginning 180 days after issuance (issued July 6, 2026) into common stock at a price equal to 75% of the lowest closing bid over the 10 trading days prior to conversion.
• Conversion limits & fees: conversions may not increase holder’s beneficial ownership above 4.99%; holder may deduct $1,500 from the conversion amount per conversion to cover deposit fees.
• Prepayment: the Note may be prepaid at 125% during the first 180 days after issuance.
• Other SPA terms: customary representations/warranties and a right of first refusal on financings up to $1,000,000 during the 12 months following closing.

Why It Matters

• This filing documents a material financing: the company took on a direct financial obligation (a convertible note) and raised $125,000 in cash. The note carries 10% interest and can convert into equity at a discounted price, which could lead to dilution if converted. The conversion cap (4.99%) and holder fees are specific limits/terms investors should note. The SPA’s right of first refusal and other covenants may affect the company’s ability to raise additional capital over the next year.