Item 1.01 – Entry into a Material Definitive Agreement.
Effective April 28, 2025, Two Hands Corporation (the “Company”) entered into a securities purchase agreement (the “SPA”) with 1800 Diagonal Lending LLC, a Virginia limited liability company (“1800 Diagonal”), pursuant to which the Company sold and 1800 Diagonal purchased a convertible promissory note in the principal amount of $94,300 (the “Note”), for a purchase price of $82,000 (the “Transaction”).
The Transaction closed on or about April 28, 2025, 1800 Diagonal’s legal expenses of $2,500 were paid from the purchase price, $4,500 was retained by 1800 Diagonal as a due diligence fee, the Company received net funding of $75,000, and the Note was issued to 1800 Diagonal.
The SPA includes customary representations, warranties and covenants by the Company, including a right of first refusal in connection with financings up to $1,000,000 during the 12 months following closing, as well as cu
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