{"url_path":"/sec/twoh/8-k/2026-07-14/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/1494413/0001494413-26-000032-index.html","accession_number":"0001494413-26-000032","cik":"0001494413","ticker":"TWOH","issuer_name":"Two Hands Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1494413/0001494413-26-000032-index.html","primary_entity_key":"0001494413","primary_entity_name":"Two Hands Corp"},"word_count":348,"has_tables":true,"body_markdown":"**Item 1.01 – Entry\ninto a Material Definitive Agreement.**\n\n \n\nOn July\n6, 2026, Two Hands Corporation (the “Company”) entered into a securities purchase agreement (the “SPA”)\nwith Vanquish Funding Group LLC, a Virginia limited liability company (“Vanquish”), pursuant to which the Company\nsold and Vanquish purchased a convertible promissory note in the principal amount of $151,800 (the “Note”), for a\npurchase price of $132,000 (the “Transaction”).\n\n \n\nThe\nTransaction closed on July 8, 2026, Vanquish’s legal expenses of $2,500 were paid from the purchase price, $4,500 was retained\nby Vanquish as a due diligence fee, the Company received net funding of $125,000, and the Note was issued to Vanquish.\n\n \n\nThe\nSPA includes customary representations, warranties and covenants by the Company, including a right of first refusal in connection with\nfinancings up to $1,000,000 during the 12 months following closing, as well as customary closing conditions. The Note matures on July\n6, 2027, accrues interest of 10% per annum, and is convertible at any time 180 days after the date of the Note (July 6, 2026), into shares\nof the Company’s common stock at the election of the holder at a conversion price equal to 75% of the lowest closing bid price\nduring the 10 trading days prior to the conversion date; provided, however, that the holder may not convert the Note to the extent that\nsuch conversion would result in the holder’s beneficial ownership of the Company’s common stock being in excess of 4.99%\nof the Company’s issued and outstanding common stock. Additionally, the holder of the Note is entitled to deduct $1,500 from the\nconversion amount in each note conversion to cover the holder’s deposit fees associated with the conversion, and the Note may be\nprepaid at 125% during the 180 days following the issue date.\n\n \n\nThe\nforegoing descriptions of the SPA and Note do not purport to be complete and are qualified in their entirety by reference to the full\ntext of those agreements, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated\nby reference herein."}