Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On August 18, 2020, Newtown Lane Marketing, Incorporated, a Delaware corporation
(the "Company"), issued a convertible promissory note (the "August 2020 Note")
in the principal amount of $20,000 to Ironbound Partners Fund, LLC
("Ironbound"), an affiliate of the Company's President. 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 foregoing description of the August 2020 Note is qualified in its entirety
by the full text of the August 2020 Note, which is filed as Exhibit 4.1 hereto
and incorporated by reference herein.
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