TWOH Two Hands Corporation (PK)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

   

FORM 8-K/A

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Act of 1934

  

Date of Report (Date of earliest event reported): September 8, 2023

  

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.)

373 Joicey Blvd., North York, Ontario Canada	M5M 2W2
(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.  ☐

Explanatory Note:

This purpose of this amendment to the Registrant’s Current Report on Form 8-K filed on September 11, 2023 is to solely report the effective date of reverse split. All other items remain unchanged from the original filing.

 

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS

On August 22, 2023, pursuant to stockholder consent, our Board of Directors authorized an amendment (the "Amendment") to our Certificate of Incorporation, as amended, to affect a reverse stock split of the issued and outstanding shares of our common stock, par value $0.0001, on a 1 for 1,000 basis (the "Reverse Stock Split") with an effective date of September 8, 2023. We filed the Amendment with the Delaware Secretary of State on August 22, 2023. A copy of the Amendment was attached to the Company’s Current Report on Form 8-K as Exhibit 3.1 filed on September 11, 2023.

The Financial Industry Regulatory Authority, Inc. notified us that the Reverse Stock Split would take effect on September 29, 2023 (the "Effective Date").

On the Effective Date, each holder of common stock will receive 1 share of our common stock for each 1,000 shares of our common stock they own immediately prior to the Reverse Stock Split. We will not issue fractional shares in connection with the Reverse Stock Split. Fractional shares will be rounded up to the nearest whole share.

The Common Stock will continue to trade on the OTC Pink Marketplace under the ticker symbol TWOH. The ticker symbol will temporarily be appended with "D" to signify the effectiveness of the Reverse Stock Split for a period of 20 trading days.

This report contains forward-looking statements that involve risks and uncertainties. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the risks and uncertainties as may be detailed from time to time in our public announcements and filings with the U.S. Securities and Exchange Commission. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made. We do not intend to update any of the forward-looking statements after the date of this report to conform these statements to actual results or to changes in our expectations, except as required by law.

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, filed with the Delaware Secretary of State on August 22, 2023.		Incorporated by reference to the Form 8-K filed on September 11, 2023.

 

 

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 28, 2023

 

TWO HANDS CORPORATION   By: /s/ Nadav Elituv Nadav Elituv Chief Executive Officer

v3.23.3

Cover	Sep. 08, 2023
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	true
Amendment Description	This purpose of this amendment to the Registrant's Current Report on Form 8-K filed on September 11, 2023 is to solely report the effective date of reverse split. All other items remain unchanged from the original filing.
Document Period End Date	Sep. 08, 2023
Current Fiscal Year End Date	--12-31
Entity File Number	000-56065
Entity Registrant Name	TWO HANDS CORPORATION
Entity Central Index Key	0001494413
Entity Tax Identification Number	42-1770123
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	373 Joicey Blvd.,
Entity Address, City or Town	North York
Entity Address, State or Province	ON
Entity Address, Country	CA
Entity Address, Postal Zip Code	M5M 2W2
City Area Code	(416)
Local Phone Number	357-0399
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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