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): ~~February~~April 2028, 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 5 1.0201 ~~Departure~~– ofEntry ~~Directors or~~into ~~Certain~~a ~~Officers;~~Material ~~Election~~Definitive ~~of Directors; Appointment of Certain officers; Compensatory Arrangements of Certain Officers~~Agreement.

OnEffective ~~February~~April 2028, 2025, Two Hands Corporation (the “Company”) ~~accepted~~entered ~~the~~into ~~resignation~~a ~~from~~securities ~~Andrew~~purchase ~~Kucharchuk~~agreement as (the ~~Company’s~~“SPA”) ~~Chief Financial Officer and~~with ~~member~~1800 ofDiagonal ~~the~~Lending ~~Board~~LLC, ofa ~~Directors.~~Virginia ~~Effective~~limited onliability ~~the~~company ~~same~~(“1800 ~~date to fill the vacancies created by Mr. Kucharchuk’s resignations~~Diagonal”), ~~the~~ ~~Board~~pursuant ofto ~~Directors~~which ~~appointed Matthew Stark as~~ the Company’s ~~Chief~~sold and ~~Financial~~1800 ~~Officer~~Diagonal ~~and~~purchased a ~~member~~convertible ofpromissory ~~the~~note ~~Board~~in ~~of Directors.~~the ~~Mr.~~principal ~~Kucharchuk’s~~amount ~~resignations~~of ~~were~~$94,300 ~~not~~ (the ~~result~~“Note”), offor ~~any~~a ~~disagreement with Company on any matter relating to~~purchase ~~Company’s~~price ~~operations, policies or practices. The Board now consists~~ of ~~Emil Assentato~~$82,000 ~~Craig Marshak and Matthew Stark, and Mr. Stark will chair~~ (the ~~Company’s audit committee~~“Transaction”).

The ~~following~~Transaction ~~biographical~~closed ~~information~~on or isabout ~~provided:~~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.

~~Matthew~~The ~~Stark~~SPA includes customary representations, ~~Chief~~warranties and ~~Financial~~covenants ~~Officer~~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 conditions. The Note matures on February 1, 2026, accrues interest of 10% per annum, and ~~Member~~is convertible at any time 180 days after the date of the ~~Board~~Note (April 16, 2025), into shares of ~~Directors~~the Company’s common stock at the election of the holder at a conversion price equal to 75% of the lowest closing bid price during the 10 trading days prior to the conversion date; provided, however, that 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, the holder of the Note is entitled to deduct $1,500 from the conversion amount in each note conversion to cover the holder’s deposit fees associated with the conversion, and the Note may be prepaid at 115% during the 90 days following the issue date, 120% during the period 91 days-150 days following the issue date, and 125% during the period 151 days-180 days following the issue date.

~~Matthew Stark~~The ~~brings~~foregoing 15descriptions ~~years’ experience~~ of ~~accounting and financial reporting within~~ the ~~financial~~SPA ~~services~~and ~~industry,~~Note ~~including foreign~~do ~~exchange~~not ~~trading,~~purport ~~FINRA-regulated~~to ~~broker-dealer~~be ~~services,~~complete and ~~cross-border~~are ~~payment~~qualified ~~services. Mr.~~in ~~Stark~~their ~~was~~entirety ~~employed~~by ~~with~~reference ~~FXDD~~to ~~for 12~~the ~~years,~~full ~~having~~text anof ~~instrumental~~those ~~role in all corporate accounting operations~~agreements, ~~with~~copies aof ~~heavy~~which ~~focus~~are filed onas ~~the~~Exhibits ~~external~~10.1 ~~audits~~ and ~~regulatory requirements~~10.2, ofrespectively, ~~FXDD~~to ~~and~~this ~~their~~Current ~~global~~Report ~~subsidiaries. Mr.~~on ~~Stark~~Form ~~joined~~8-K ~~Nukkleus, Inc. in 2022~~ and ~~currently~~incorporated ~~serves~~by asreference ~~their Corporate Controller~~herein.

~~After~~Item ~~receiving~~2.03. ~~his~~Creation ~~Bachelor's~~of ~~degree~~a inDirect ~~Business~~Financial ~~Administration~~Obligation inor ~~2010, Mr.~~an ~~Stark~~Obligation ~~graduated~~under ~~from~~an ~~Pace~~Off-Balance ~~University~~Sheet inArrangement ~~2015~~of ~~with~~a ~~his Master’s degree in Accounting~~Registrant.

~~Mr. Stark~~The ~~will~~disclosure beprovided ~~compensated~~above in ~~the~~Item ~~amount~~1.01 ofabove ~~$5,000~~is incorporated ~~per~~by ~~month~~reference into this Item 2.03.

Item 93.0102. ~~Financial Statements~~Unregistered ~~and~~Sales ~~Exhibits~~of Equity Securities.

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(da)(2) ~~Exhibits~~of 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.	Document
17.1	Letter of Resignation of Andrew Kucharchuk, dated February 20, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

2Item 9.01. Financial Statements and Exhibits.

~~SIGNATURES~~(d) Exhibits

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.

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)

	TWO HANDS CORPORATION
Dated: April 7, 2025	By:	/s/ Emil Assentato
		Emil Assentato
		Chief Executive Officer

* Filed herewith.

3SIGNATURES

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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