| DESCRIPTION OF COMPANY | NOTE
1 – DESCRIPTION OF COMPANY Newtown
Lane Marketing, Incorporated (“we”, “our”, “us” or “Newtown”) was incorporated in
Delaware on September 26, 2005. We previously held the exclusive license to exploit the Dreesen’s Donut Brand in the United States
with the exception of the states of Florida and Pennsylvania, and in Suffolk County, New York, which Dreesen retained for itself. In
August 2007 there was a change in control, as detailed below, and we discontinued our efforts to promote the Dreesen’s Donut Brand
at that time. The license from Dreesen expired on December 31, 2007. EQUITY
TRANSACTIONS On
August 8, 2007 (the “Effective Date”), we entered into a Stock Purchase Agreement (the “Purchase Agreement”)
with Moyo Partners, LLC, a New York limited liability company (“Moyo”) and R&R Biotech Partners, LLC, a Delaware limited
liability company (“R&R” collectively with Moyo, the “Purchasers”), pursuant to which we sold to them, in
the aggregate, approximately, four million four hundred seventy nine thousand two hundred fifty (4,479,250) shares of our common stock,
par value $.001 per share (“Common Stock”) and ) On
the Effective Date: (i) the Purchasers acquired control of Newtown, with (a) R&R acquiring nine million five hundred nine thousand
four hundred forty (9,509,440) shares of Common Stock (assuming the conversion by R&R of the four hundred (400) shares of Series
A Preferred Stock it acquired pursuant to the Purchase Agreement into five million nine hundred twenty eight thousand (5,928,000) shares
of Common Stock) constituting 72% of the then issued and outstanding shares of Common Stock, and (b) Moyo acquiring two million three
hundred seventy seven thousand three hundred sixty (2,377,360) shares of Common Stock (assuming the conversion by Moyo of its one hundred
(100) shares of Series A Preferred Stock it acquired pursuant to the Purchase Agreement into one million four hundred eighty one thousand
five hundred ten (1,481,510) shares of Common Stock) constituting 18% of the then issued and outstanding shares of Common Stock; and
(ii) in full satisfaction of our obligations under outstanding convertible promissory notes in the principal amount of $960,000 (the
“December Notes”), the Note holders of the December Notes converted an aggregate of $479,811 of principal and accrued interest
into 274,200 shares of Common Stock and accepted a cash payment from us in the aggregate amount of $625,030 for the remaining principal
balance. On
the Effective Date: (i) Arnold P. Kling was appointed to our Board of Directors (“Board”) and served together with Vincent
J. McGill, a then current director who continued to serve until August 20, 2007, the effective date of his resignation from our Board;
(ii) all of our then officers and directors, with the exception of Mr. McGill, resigned from their respective positions with us; (iii)
our Board appointed Mr. Kling as president and Kirk M. Warshaw as chief financial officer and secretary; and (iv) we relocated our headquarters
to Chatham, New Jersey. Following
Mr. McGill’s resignation from our Board on August 20, 2007, Mr. Kling became our sole director and president. On
October 19, 2007, we effected an amendment to our Certificate of Incorporation to increase to 100,000,000 the number of authorized shares
of Common Stock available for issuance (the “Charter Amendment”). As a result of the Charter Amendment, as of October 19,
2007, we had adequate shares of Common Stock available for issuance upon the conversion of all the issued and outstanding shares of Series
A Preferred Stock. On
December 19, 2007, the holders of all the issued and outstanding shares of Series A Preferred Stock elected to convert all of their shares
into shares of Common Stock. As a result, the 500 shares of Series A Preferred Stock outstanding were exchanged for 7,407,540 shares
of Common Stock, and all 500 shares of the Series A Preferred Stock were returned to the status of authorized and unissued shares of
undesignated preferred stock, par value $.001 per shares. None of the Series A Preferred Stock were outstanding as of the Series A Preferred
Elimination Date. In
December 2008, we sold 550,000 shares of restricted Common Stock to our Chief Financial Officer, for $2,000. The issuance of these shares
was exempt from registration pursuant to Sections 4(2) and 4(6) or the Securities Act of 1933, as amended (the “Act”). The
stock certificate representing these shares was imprinted with a legend restricting transfer unless pursuant to an effective registration
statement or an exemption from registration under the Act. On
May 6, 2013, Ironbound Partners Fund, LLC (“Ironbound”) acquired 9,509,440 shares of our outstanding Common Stock (the “Acquired
Shares”) for an aggregate purchase price of $15,000, or $0.00157737 per share, from the Chapter 7 Trustee of the Estates of Rodman
& Renshaw, LLC (“Rodman”), Direct Markets, Inc., and Direct Markets Holdings, Corp. in Chapter 7 bankruptcy proceedings
pending in the United States Bankruptcy Court for the Southern District of New York (Cases No. 13-10087, 13-10088 and 13-10089). The
Acquired Shares constituted all the shares of Common Stock previously owned by R&R, an affiliate of Rodman, and represented 69.1%
of our total issued and outstanding shares of Common Stock as of May 6, 2013. On
May 14, 2013, Ironbound loaned $100,000 to us and we issued a convertible promissory note in the principal amount of $100,000 to Ironbound
(the “May 2013 Note”). The May 2013 Note was initially issued with a two-year term and bore interest at the rate of 5.0%
per annum, payable at maturity. The principal and accrued interest on the May 2013 Note was convertible into shares of Common Stock upon
the consummation of a “Fundamental Transaction” (as defined in the May 2013 Note) at the “Conversion Price” (as
defined in the May 2013 Note). The May 2013 Note was amended in July 2014 in accordance with the Amended and Restated Note, as described
below. On
July 25, 2014, we raised gross proceeds of $72,000 in a debt financing transaction with Ironbound and, in connection therewith, issued
to Ironbound a convertible promissory note (the “2014 Note”) in the principal amount of $72,000. The 2014 Note has a maturity
date of August 31, 2015 and bears interest at the rate of 5.0% per annum, payable at maturity. The principal and accrued interest on
the 2014 Note is convertible, at the election of Ironbound, into shares of our Common Stock following the consummation of a “Qualified
Financing” (as defined in the 2014 Note), or upon the consummation of a “Fundamental Transaction” (as defined in the
2014 Note) at the “Conversion Price” (as defined in the 2014 Note). Further,
on July 25, 2014, we issued an amended and restated convertible promissory note (the “Amended and Restated Note” and together
with the 2014 Note, the “Prior Notes”) to Ironbound in the principal amount of $100,000, in substitution for the May 2013
Note. The Amended and Restated Note extended the maturity of the May 2013 Note to August 31, 2015 and provided for the principal and
accrued interest on the May 2013 Note to be convertible, at the election of Ironbound, into shares of our Common Stock following the
consummation of a “Qualified Financing” (as defined in the May 2013 Note), or upon the consummation of a “Fundamental
Transaction” (as defined in the May 2013 Note) at the “Conversion Price” (as defined in the May 2013 Note). The May
2013 Note otherwise remained unchanged. Effective
September 1, 2015, the maturity dates of the Prior Notes was extended from August 31, 2015 to August 31, 2016. On
October 30, 2015, Mr. Kling resigned from his position as our sole director and from his position as our President. Also on October 30,
2015, Mr. Warshaw resigned from his positions as our Chief Financial Officer and Secretary. Messrs. Kling’s and Warshaw’s
resignation were not due to any disagreement with the Company or its management on any matter relating to the Company’s operations,
policies or practices. Prior to Mr. Kling’s resignation, our Board of Directors appointed Jonathan J. Ledecky, the managing member
of Ironbound, our largest stockholder, to fill the vacancy created by Mr. Kling’s resignation and will assume the role of President
of the Company. On December 31, 2015, Ironbound advanced to us an additional $10,000.
This amount was subsequently evidenced by a promissory note (the “December 2015 Note”) with the same terms as the Prior Notes.
The proceeds of the December 2015 Note was utilized by the Company to fund working capital needs. On
April 1, 2016, we issued a convertible promissory note (the “2016 Note” and together with the Prior Notes, the “Outstanding
Notes”) in the principal amount of $10,000 to Ironbound. The 2016 Note has the same terms as the Prior Notes. The proceeds of the
2016 Note was and will be utilized by the Company to fund working capital needs. On
July 15, 2016, we issued a convertible promissory note (the “July 2016 Note”) in the principal amount of $25,000 to Ironbound
Partners Fund, LLC. The July 2016 Note has a maturity date of August 31, 2017 and bears interest at the rate of 5.0% per annum, payable
at maturity. The principal and accrued interest on the July 2016 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 July 2016 Note), or
upon the consummation of a “Fundamental Transaction” (as defined in the July 2016 Note) at the “Conversion Price”
(as defined in the July 2016 Note). The proceeds of the July 2016 Note will be utilized by the Company to fund working capital needs. Effective
September 1, 2016, the maturity dates of the Outstanding Notes was extended from August 31, 2016 to August 31, 2017. On
February 14, 2017, we issued a convertible promissory note (the “February 2017 Note”) in the principal amount of $50,000
to Ironbound. The February 2017 Note has a maturity date of August 31, 2017 and bears interest at the rate of 5.0% per annum, payable
at maturity. The principal and accrued interest on the February 2017 Note is convertible, at the election of Ironbound, into shares of
our common stock following the consummation of a “Qualified Financing” (as defined in the February 2017 Note), or upon the
consummation of a “Fundamental Transaction” (as defined in the February 2017 Note) at the “Conversion Price”
(as defined in the February 2017 Note). The proceeds of the February 2017 Note will be utilized by the Company to fund working capital
needs. Effective
September 1, 2017, the maturity dates of the Outstanding Notes was extended from August 1, 2017 to August 31, 2018. In
August 2018, the maturity dates of the Outstanding Notes was extended from August 1, 2018 to August 31, 2019. On
August 27, 2018, we issued a convertible promissory note (the “August 2018 Note”) in the principal amount of $15,000 to Ironbound.
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 our 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 has been and will be utilized by the Company to fund working capital needs. On
December 4, 2018, we issued a convertible promissory note (the “December 2018 Note”) in the principal amount of $25,000 to
Ironbound. The December 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 December 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 December 2018 Note),
or upon the consummation of a “Fundamental Transaction” (as defined in the December 2018 Note) at the “Conversion Price”
(as defined in the December 2018 Note). The proceeds of the December 2018 Note has been and will be utilized by the Company to fund working
capital needs. Effective
November 12, 2019, the maturity dates of the outstanding promissory notes held by Ironbound was extended from August 31, 2019 to August
31, 2020. On
November 27, 2019, we issued a convertible promissory note (the “November 2019 Note”) in the principal amount of $40,000
to Ironbound. The November 2019 Note has a maturity date of August 31, 2020 and bears interest at the rate of 5.0% per annum, payable
at maturity. The principal and accrued interest on the November 2019 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 November 2019 Note),
or upon the consummation of a “Fundamental Transaction” (as defined in the November 2019 Note) at the “Conversion Price”
(as defined in the November 2019 Note). The proceeds of the November 2019 Note have been and will be utilized by the Company to fund
working capital needs. Effective
August 31, 2020, the maturity dates of the Outstanding Notes and the August 2018 Note and December 2018 Note was extended from August
31, 2020 to August 31, 2021. On
August 18, 2020, we issued a convertible promissory note (the “August 2020 Note”) in the principal amount of $20,000 to Ironbound.
The August 2020 Note has a maturity date of August 31, 2021 and bears interest at the rate of 5.0% per annum, payable at maturity. The
principal and accrued interest on the August 2020 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 2020 Note), or upon the consummation
of a “Fundamental Transaction” (as defined in the August 2020 Note) at the “Conversion Price” (as defined in
the August 2020 Note). The proceeds of the August 2020 Note will be utilized by the Company to fund working capital needs. THE
COMPANY TODAY Since the Effective Date, our main purpose has
been to serve as a vehicle to acquire an operating business and we are currently considered a “shell” company in as much as
we are not generating revenues, do not own an operating business, and have no specific plan other than to engage in a merger or acquisition
transaction. On February 8, 2021, we entered into an Agreement
and Plan of Reorganization (“Merger Agreement”) with Newtown Merger Sub Corp., a Delaware corporation and our wholly owned
subsidiary (“Merger Sub”), and Cyxtera Cybersecurity, Inc. (doing business as Appgate), a Delaware corporation (“Appgate”).
Pursuant to the Merger Agreement, Merger Sub will merge with Appgate (the “Merger”) with Appgate being the surviving entity
of the Merger and becoming a wholly-owned subsidiary of ours. Upon consummation of the Merger (the “Closing”),
each share of Appgate’s common stock outstanding on the closing date will be converted into 234,299.84 shares of our common stock.
Additionally, we will assume all of Appgate’s obligations under its note issuance agreement (“Notes Issuance Agreement”)
and the 5% convertible senior notes (“Convertible Senior Notes”) issued thereunder in an aggregate principal amount of $50
million, with an additional aggregate principal amount of $25 million subject to issuance at Closing (the “Additional Notes”)
and a further aggregate principal amount of $25 million issuable, in the option of the holders, within 12 months of signing of the Merger
Agreement. It is estimated that, at the Closing and assuming
none of the Convertible Senior Notes or Additional Notes have been converted into shares of our common stock and not taking into account
an equity incentive plan, the current stockholder’s of Appgate will own approximately 89% of the outstanding shares of our common
stock and the current stockholders of the Company will own approximately 11% of our outstanding common stock. The Merger is expected to be consummated in the
second quarter of 2021, subject to the fulfillment of certain closing conditions. |
