| Amendment Description | Unless the context otherwise
requires, “we,” “us,” “our,” “Appgate” and the “Company” refer to Appgate,
Inc., a Delaware corporation (f/k/a Newtown Lane Marketing, Incorporated), and its consolidated subsidiaries following the Closing (as
defined below). Unless the context otherwise requires, references to “Newtown Lane” refer to Newtown Lane Marketing, Incorporated
prior to the Closing.
The Original Report (as defined below) was filed by the Company in connection with the completion of the transactions contemplated
by that certain agreement and plan of reorganization, dated February 8, 2021 (the “Merger Agreement”), entered into
by and among Newtown Lane, Newtown Merger Sub. Corp., a Delaware corporation and wholly owned subsidiary of Newtown Lane (“Merger
Sub”), and Cyxtera Cybersecurity, Inc. (d/b/a AppGate), a Delaware corporation (“Legacy Appgate”). Pursuant
to the Merger Agreement, Merger Sub was merged with and into Legacy Appgate (the “Merger”), with Legacy Appgate surviving
the Merger and becoming a wholly-owned subsidiary of the Company. The Merger was consummated on October 12, 2021 (the “Closing”
and such date the “Closing Date”).
This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed
with the Securities and Exchange Commission (“SEC”) on October 15, 2021 (the “Original Report”). The
Company is filing this Amendment to the Original Report to (a) include the unaudited condensed consolidated financial statements
of Legacy Appgate as of September 30, 2021 and December 31, 2020 and for the three and nine months ended September 30, 2021 and 2020
as Exhibit 99.3, (b) include the Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company
for the three and nine months ended September 30, 2021 and 2020 and the years ended December 31, 2020 and 2019 as Exhibit 99.4, (c) include
the unaudited pro forma condensed combined financial information of the Company as of September 30, 2021 and for the nine months ended
September 30, 2021 and year ended December 31, 2020 as Exhibit 99.5, and (d) amend the description of beneficial ownership under “Security
Ownership of Certain Beneficial Owners and Management” in the Form 10 information.
Accordingly, the Original Report is hereby amended
solely to (i) update the financial information under “Financial Information” of the Form 10 Information, (ii) update the
beneficial ownership table under “Security Ownership of Certain Beneficial Owners and Management and (iii) amend and restate Item
9.01. The Original Report otherwise remains unchanged. Capitalized terms used herein but not defined shall have the meaning ascribed
to them in the Original Report. |
