Two Hands Corp (TWOH): Entry into a Material Definitive Agreement
Two Hands Corp (TWOH) filed an SEC Form 8-K — Entry into a Material Definitive Agreement. false 0001494413 0001494413 2026-07-08 2026-07-08 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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 o
How this was made
The 30-second read
Why it matters
Key trading-relevant terms include 10% annual interest, maturity on July 6, 2027, conversion at 75% of the lowest closing bid price over the prior 10 trading days, and a $1,500 deduction per conversion to cover deposit fees. The note can be prepaid at 125% during the first 180 days, and the SPA grants a right of first refusal for financings up to $1,000,000 over 12 months.
Market read
This is a fresh, primary-source disclosure of a new convertible financing, which can drive equity overhang via discount conversion mechanics and expected dilution.
What to watch
Conversion is at the holder’s election and subject to a 4.99% beneficial ownership cap; actual dilution may be slower or smaller than implied by the note’s headline principal.
Background
The 8-K reports a July 6 securities purchase agreement and a convertible promissory note issued to Vanquish Funding Group LLC, closing July 8.
Ticker impact
Two Hands Corp entered a securities purchase agreement selling a $151.8k convertible promissory note for $132k, netting $125k.
Likely short-term negative-to-neutral bias from dilution/convertible overhang, with sensitivity to the stock’s bid price around the conversion window.
Convertible notes with discounted conversion pricing and a 4.99% beneficial ownership cap can still pressure equity via expected dilution; however, the disclosed principal is relatively small ($151.8k) so magnitude may be limited.
Market effects
Adds another microcap-style convertible financing example, but no sector-wide read-across is provided.
No specific regional market linkage beyond the issuer’s US listing.
No global macro or cross-border impact described.
Counterpoint
If the company uses the $125k net proceeds to fund near-term operations, the financing could reduce liquidity risk and offset dilution concerns.
Key entities
- issuerTwo Hands Corporation
Company that issued the convertible promissory note and received net proceeds of $125,000.
- investorVanquish Funding Group LLC
Accredited investor that purchased the note for $132,000 and received conversion-related economics.
- securityConvertible promissory note
$151,800 principal, 10% interest, convertible after 180 days at a discount to recent bid prices, with a 4.99% ownership cap.
