Current Report Filing (8-k)
August 28 2018 - 8:02AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported):
August 27, 2018
NEWTOWN
LANE MARKETING, INCORPORATED
(Exact Name
of Registrant as Specified in Charter)
Delaware
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000-52776
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20-3547231
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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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c/o
Graubard Miller, 405 Lexington Avenue, New York, New York
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10174
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(Address of Principal
Executive Offices)
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(Zip Code)
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(212)
818-8800
(Registrant’s
Telephone Number, Including Area Code)
Not Applicable
(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 (
see
General Instruction A.2. below):
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☐
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
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Item 2.03
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Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
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On August
27, 2018, Newtown Lane Marketing, Incorporated, a Delaware corporation (the “Company”), issued a convertible promissory
note (the “August 2018 Note”) in the principal amount of $15,000 to Ironbound Partners Fund, LLC (“Ironbound”),
an affiliate of the Company’s President. The August 2018 Note has a maturity date of August 31, 2019 and bears interest
at the rate of 5.0% per annum, payable at maturity. The principal and accrued interest on the August 2018 Note is convertible,
at the election of Ironbound, into shares of the Company’s common stock following the consummation of a “Qualified
Financing” (as defined in the August 2018 Note), or upon the consummation of a “Fundamental Transaction” (as
defined in the August 2018 Note) at the “Conversion Price” (as defined in the August 2018 Note). The proceeds of the
August 2018 Note will be utilized by the Company to fund working capital needs.
The foregoing
description of the August 2018 Note is qualified in its entirety by the full text of the August 2018 Note, which is filed as Exhibit
4.1 hereto and incorporated by reference herein.
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Item 9.01
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Financial Statement
and Exhibits.
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(d) Exhibits:
SIGNATURE
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.
Dated:
August 28, 2018
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NEWTOWN LANE MARKETING, INCORPORATED
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By:
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/s/
Jonathan J. Ledecky
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Jonathan J. Ledecky
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President
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