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 1, 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
| 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))
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. ☐
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Section 5 - Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws
On September 1, 2021, Two Hands Corporation (the "Company") filed a certificate of designation (the "Certificate”) with the Delaware Secretary of State that has the effect of designating 200,000 shares of preferred stock as Series D convertible preferred stock. Each share shall have a par value of $0.001 per share.
Each share of Series D convertible preferred stock is convertible into 100 shares of common stock after the Series D convertible preferred stock has been held for six months from the date of issuance. On all matters to come before the Company’s stockholders, Series D convertible preferred stock holders are entitled to the number of votes as shall be equal to the aggregate number of shares of common stock into which such holder’s shares of Series D convertible preferred stock are convertible, multiplied by zero.
The Certificate was approved by the Company’s board of directors on September 1, 2021.
The foregoing description of the Certificate is qualified in its entirety by reference to the Certificate, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Document | Location | ||
| 3.1 |
Certificate of Designation |
Filed herewith |
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 1, 2021
|
TWO HANDS CORPORATION
By: /s/ Nadav Elituv
Chief Executive Officer |
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