Current Report Filing (8-k)
28 October 2021 - 4:11AM
Edgar (US Regulatory)
0001494413
false
0001494413
2021-10-26
2021-10-26
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): October
26, 2021
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
|
|
(State or other jurisdiction of incorporation)
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(Commission File Number)
|
(IRS Employer Identification No.)
|
|
|
|
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1035
Queensway East
Mississauga, Ontario Canada
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L4Y
4C1
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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 8 - OTHER
EVENTS
ITEM 8.01 OTHER
EVENTS
Establishment of Audit Committee and Adoption of Audit Committee Charter
On October 26, 2021, the Company’s Board of Directors (“Board”)
established an Audit Committee and adopted an Audit Committee Charter. The Company’s Board of Directors appointed Nadav Elituv,
Ryan Wilson and Bradley Southam to serve as members of the Audit Committee until the Company’s next annual meeting of shareholders.
The primary function of the Audit Committee is to assist the Board in its
oversight responsibilities of the integrity of the Company’s financial statements; the Company’s compliance with legal and
regulatory requirements as they relate to the Company’s financial statements; the qualifications, independence and performance
of the Company’s external auditor; the enterprise risk management process; internal control over financial reporting and disclosure
controls and procedures; the performance of the Company’s internal audit function; and performing additional duties set out or
otherwise delegated to the Audit Committee by the Board.
The foregoing summary descriptions of the Audit Committee Charter is a summary
only and does not purport to be complete, may not contain all information that is of interest to the reader and is qualified in its entirety
by reference to the full text the Audit Committee Charter, attached hereto as Exhibit
99.1 to this Current Report on Form 8-K.
SECTION 9 –
FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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Exhibit No.
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Document
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Location
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99.1
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Audit Committee Charter adopted on October 26, 2021.
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Filed herewith
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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: October 27, 2021
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TWO HANDS CORPORATION
By: /s/ Nadav Elituv
Nadav Elituv
Chief Executive Officer
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