Current Report Filing (8-k)
09 September 2021 - 3:25PM
Edgar (US Regulatory)
0001494413
false
0001494413
2021-09-07
2021-09-07
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): September
7, 2021
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. ☐
Item
3.02 Unregistered Sale of Equity Securities
On
September 7, 2021, Two Hands Corporation (the “Company”) in a private sale, issued a total of 4,000 shares of its Series
D Convertible Preferred Stock, par value $0.001 per share (the “Series D Preferred Stock”) to Prehistoric Petroleum
Inc. for total cash proceeds of $100,000. The entire description of the Series D
Preferred Stock, including the terms of conversion, was filed as Exhibit
3.1 to the Company’s Current Report on Form 8-K filed on September 1, 2021.
The
Series D Preferred Stock was sold pursuant to an exemption from the registration requirements provided by Section 4(a)(2) of the Securities
Act of 1933.
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: September 9, 2021
|
TWO HANDS CORPORATION
By: /s/ Nadav Elituv
Nadav Elituv
Chief Executive Officer
|
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