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): January 3, 2022
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
Effective January 3, 2022, pursuant to stockholder consent, our Board of Directors authorized an amendment (the "Amendment") to our Certificate of Incorporation, as amended, to increase our authorized shares from 6,001,000,000 shares to 12,001,000,000 shares.
The foregoing description of the Amendment is qualified in its entirety by reference to such Amendment, which is filed hereto as Exhibit 3.1 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 Amendment to the Certificate of Incorporation, As Amended, effective January 3, 2022. |
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: January 6, 2022
|
TWO HANDS CORPORATION
By: /s/ Nadav Elituv
Chief Executive Officer |
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State of Delaware
Secretary of State
Division of Corporations
Delivered 01:16 PM 01/04/2022
FILED 09:58 AM 01/03/2022
SR 20220018218 - File Number 4673115
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
TWO HANDS CORPORATION
Two Hands Corporation filed a Certificate of Incorporation with the Secretary of State of Delaware on April 3, 2009, a Certificate of Designation on August 6, 2013, a Certificate of Amendment to the Certificate of Incorporation on August 8, 2013, a Certificate of Amendment to the Certificate of Incorporation on May 30, 2014, a Certificate of Amendment to the Certificate of Incorporation on July 27, 2016, a Certificate of Amendment to the Certificate of Incorporation on August 27, 2018, a Certificate of Amendment to the Certificate of Incorporation on November 18, 2019, a Certificate of Designation on December 13, 2019, a Certificate of Designation on October 8, 2020, an Amended and Restate Certificate of Designation on June 30, 2021, a Certificate of Amendment to the Certificate of Incorporation on July 16, 2021 and a Certificate of Designation on September 1, 2021. Following is an amendment to the Certificate of Incorporation as amended:
It is hereby certified that:
1. The name of the corporation (the "Corporation") is Two Hands Corporation.
2. The Certificate of Incorporation is hereby amended by replacing Article FOURTH to read:
FOURTH: The total number of shares of stock which the corporation shall have authority to issue is: twelve billion and one million (12,001,000,000) shares, consisting of a class of twelve billion (12,000,000,000) shares of Common Stock, par value of $0.0001 per share and a class of one million (1,000,000) shares of Preferred Stock, par value of $0.001 per share.
The Preferred Stock authorized by this Certificate of Incorporation shall be issued in series.
The Board of Directors is authorized at any time, and from time to time, to provide for the issuance of shares of Preferred Stock in one or more series. The Board of Directors shall have the authority to determine the number of shares that will comprise each series. For each series, the Board of Directors shall determine, by resolution or resolutions adopted prior to the issuance of any share thereof, the designations, powers, preferences, limitations and relative or other rights thereof, including but not limited to the following relative rights and preferences, as to which there may be variations among different series:
(a) The rate and manner of payment of dividends, if any;
(b) Whether shares may be redeemed and, if so, the redemption price and the terms and conditions of redemption;
(c) The amount payable for shares in the event of liquidation, dissolution or other winding up of the Corporation;
(d) Sinking fund provisions, if any, for the redemption or purchase of shares;
(e) The terms and conditions, if any, on which shares may be converted or exchanged;
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(f) Voting rights, if any; and
(g) Any other rights and preferences of such shares, to the full extent now or hereafter permitted by the General Corporation Law of the State of Delaware.
3. Pursuant to a resolution of its Board of Directors, a written consent of a majority of stockholders was obtained in accordance with Delaware General Corporation Law pursuant to which a total of 77.48% of the total votes entitled to be cast on the action were voted in favor of the Amendment.
4. The Certificate of Amendment of the Certificate of Incorporation was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware,
5. In accordance with Section 103(d) of the General Corporation Law of the State of Delaware, this Certificate of Amendment shall be effective on January 3, 2022.
Signed this 3rd day of January, 2022
TWO HANDS CORPORATION
/s/ Nadav Elituv
By: Nadav Elituv
Chief Executive Officer and Chairman of the Board of Directors
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