Current Report Filing (8-k)
13 December 2019 - 1:05AM
Edgar (US Regulatory)
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): December 12, 2019
TWO
HANDS CORPORATION
(Exact name of registrant as specified
in its charter)
Delaware
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000-56065
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42-1770123
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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33 Davies Ave
Toronto, Ontario Canada
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M4M 2A9
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code: (416)
357-0399
(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. ☐
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS
On November 5, 2019, 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"). We filed the Amendment with the
Delaware Secretary of State on November 18, 2019. On December 11, 2019 the Financial Industry
Regulatory Authority, Inc. notified us that the Reverse Stock Split would take effect on December 12, 2019 (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.
A copy of the Amendment is attached to this Current Report as Exhibit 3.1 incorporated herein by reference.
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
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: December 12, 2019
TWO HANDS CORPORATION
By: /s/ Nadav Elituv
Nadav Elituv
Chief Executive Officer
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