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):February 14, 2017
NEWTOWN LANE MARKETING, INCORPORATED
(Exact Name of Registrant as Specified in Charter)
| Delaware | | 000-52776 | | 20-3547231 |
| (State or Other Jurisdiction | | (Commission | | (IRS Employer |
| of Incorporation) | | File Number) | | Identification No.) |
| c/o Graubard Miller, 405 Lexington Avenue, New York, New York | 10174 |
| (Address of Principal Executive Offices) | (Zip Code) |
(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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
On February 14, 2017, Newtown Lane Marketing, Incorporated, a Delaware corporation (the “Company”), issued a convertible promissory note (the “February 2017 Note”) in the principal amount of $50,000 to Ironbound Partners Fund, LLC (“Ironbound”), an affiliate of the Company’s President. 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 the Company’s 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.
The foregoing description of the February 2017 Note is qualified in its entirety by the full text of the February 2017 Note, which is filed as Exhibit 4.1 hereto and incorporated by reference herein.
| Item 9.01 | Financial Statement and Exhibits. |
| | Exhibit | | Description | |
| | 4.1 | | Convertible Note, dated February 14, 2017. |
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: February 16, 2017
| | NEWTOWN LANE MARKETING, |
| | INCORPORATED |
| | | |
| | By: | /s/ Jonathan J. Ledecky |
| | | Jonathan J. Ledecky |
| | | President |
