Item 1.01 Entry into a Material Definitive Agreement

On July 13, 2020, Two Hands Corporation (the "Company"), entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with Power Up Lending Group Ltd. (the "Purchaser"), pursuant to which the Company issued to the Purchaser a Convertible Promissory Note (the "Note") in the aggregate principal amount of $53,000. The Note has a maturity date of July 13, 2021 and the Company has agreed to pay interest on the unpaid principal balance of the Note at the rate of eight percent (8%) per annum from the date on which the Note is issued (the "Issue Date") until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. Pursuant to the terms of the Note, the outstanding principal and accrued interest on the Note shall be convertible into shares of the Company's common stock as set forth therein. The foregoing descriptions of the Securities Purchase Agreement and the Note is only a summary of their material terms, does not purport to be complete and is qualified in its entirety by reference to such documents. A copy of the Securities Purchase Agreement and the Note was filed as Exhibit 10.9 and Exhibit 10.10 to the Company's Quarterly Report on Form 10-Q filed on August 14, 2020.

As of January 19, 2021, the Company has repaid the Purchaser all outstanding principal and accrued but unpaid interest under the Note, constituting approximately $55,120 in cash by issuing 30,622,223 shares of the Company's common stock at a fair value of $98,262.

Item 3.02 Unregistered Sales of Equity Securities

The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

© Edgar Online, source Glimpses