Two Hands Corp 8-K

What Happened Two Hands Corporation (TWOH) filed an 8-K on Jan 23, 2026 disclosing that, effective Jan 16, 2026, it entered a Securities Purchase Agreement with Vanquish Funding Group LLC and issued a convertible promissory note with a principal amount of $100,050. The transaction closed on or about Jan 20, 2026. Vanquish paid $87,000 for the note; $2,500 of Vanquish’s legal fees were paid from that amount, $4,500 was retained by Vanquish as a due diligence fee, and the company received net proceeds of $80,000.

Key Details

• Note principal: $100,050; purchase price paid by Vanquish: $87,000; net cash to company: $80,000.
• Interest rate: 10% per annum; maturity date: October 15, 2026.
• Conversion: holder may convert any time 180 days after Jan 16, 2026 (per the note) into common stock at a price equal to 75% of the lowest closing bid price during the 10 trading days before conversion; conversions limited so holder cannot exceed 4.99% beneficial ownership. Holder may deduct $1,500 from each conversion to cover deposit fees.
• Prepayment premiums: 115% (days 0–90), 120% (days 91–150), 125% (days 151–180). SPA includes customary representations and a right of first refusal on financings up to $1,000,000 for 12 months after closing.

Why It Matters This filing documents a short-term, higher-cost financing that gives Two Hands $80,000 of immediate cash but creates a convertible obligation that can dilute existing shareholders if converted. The conversion price is at a 25% discount to market (75% of the low bid over a 10-day lookback), though conversion is capped at 4.99% ownership per conversion and the holder may reduce conversion proceeds by $1,500 for fees. Investors should note the note’s 10% interest, relatively near-term maturity (Oct 15, 2026), and prepayment premiums, all of which affect the company’s near-term capital structure and cost of financing.