NEWTOWN LANE MARKETING INC : Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On November 27, 2019, Newtown Lane Marketing, Incorporated, a Delaware corporation (the "Company"), issued a convertible promissory note (the "November 2019 Note") in the principal amount of $40,000 to Ironbound Partners Fund, LLC ("Ironbound"), an affiliate of the Company's President. 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 will be utilized by the Company to fund working capital needs.

The foregoing description of the November 2019 Note is qualified in its entirety by the full text of the November 2019 Note, which is filed as Exhibit 4.1 hereto and incorporated by reference herein.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits:



Exhibit   Description
  4.1       Convertible Note, dated November 27, 2019.




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