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24HOLDINGS INC FILES (8-K) Disclosing Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

July 29, 2014



Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant



On July 24, 2014, 24Holdings Inc., a Delaware corporation (OTCQB: TWFH) (the "Company") issued convertible promissory notes (the "2014 Notes") in the principal amount of $55,000 to each of Iroquois Master Fund Ltd and Hudson Bay Master Fund Ltd. (an aggregate of $110,000). The 2014 Notes have a maturity date of December 31, 2015 and bear interest at the rate of 5.0% per annum, payable at maturity. The principal and accrued interest on the 2014 Notes are convertible at the "Conversion Price" (as defined in the 2014 Notes) into shares of the Company's common stock at the option of the holder, subject to the "Beneficial Ownership Cap" (as defined in the 2014 Notes), or upon the consummation of a "Fundamental Transaction" (as defined in the 2014 Notes). The proceeds of the 2014 Notes will be utilized by the Company to fund working capital needs.

The foregoing description of the 2014 Notes is qualified in its entirety by the full text of the 2014 Notes, which are filed as Exhibits 4.1 and 4.2, respectively, hereto and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. Exhibit Number Description of Exhibits 4.1 Convertible Note, dated July 24, 2014, in the principal amount of $55,000, bearing interest at the rate of 5.0% per annum issued by the Company to Iroquois Master Fund Ltd. 4.2 Convertible Note, dated July 24, 2014, in the principal amount of $55,000, bearing interest at the rate of 5.0% per annum issued by the Company to Hudson Bay Master Fund Ltd. ********


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Source: Edgar Glimpses


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