mLight Tech, Inc. (OTCMKTS:MLGT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement
Note Conversion Agreement
On April 19, 2017, mLight Tech, Inc. (the Company) entered into a
note conversion Agreement (the Conversion Agreement) with three
note holders (the Converters) to convert their promissory
notes(the Notes) issued by the Company into the Companys common
stock.
As previously reported in our current report on Form 8-K dated
April 5, 2017, on March 31, 2017, the Company issued the Notes to
the Converters to a note transfer agreement, dated March 31,
2017, for an aggregate amount of $133,000, with a 5% annual
interest rate (the Note Transfer Agreement). A copy of the Note
Transfer Agreement is attached hereto as Exhibit 10.4.
to the Conversion Agreement, the entire principal amount of the
Notes are converted into shares of common stock of the Company,
par value $.0001 per share (the Common Stock) at a conversion
price of $.01 per share (the Conversion Shares), for an aggregate
number of 13,300,000 shares (the Note Conversion). Upon execution
of the Conversion Agreement, all the Converters agree to waive
their rights to receive the payment of accrued and outstanding
interest under the Notes as of the date of the Conversion
Agreement.
A form of the Note Conversion Agreement is attached hereto as
Exhibit 10.1. The foregoing is only a brief description of the
material terms of the Conversion Agreement, and does not purport
to be a complete description of the rights and obligations of the
parties thereunder and is qualified in its entirety by reference
to such exhibit.
Securities Purchase Agreement
(Debenture)
On April 19, 2017, the Company entered into a Securities Purchase
Agreement (the Debenture Purchase Agreement) to which the Company
agrees to issue and sell in a private placement to a non-U.S.
person(the Purchaser) a series A convertible debenture in an
aggregate principal amount of $150,000 (the Debenture) with a 8%
annual interest convertible into shares of Common Stock, par
value $.0001 per share (the Conversion Share(s)) at price of $.01
per share to the Purchaser.
The Debenture Purchase Agreement includes customary
representations, warranties and covenants by the parties and
customary termination provisions including that, subject to the
terms of the Debenture Purchase Agreement, the Debenture Purchase
Agreement may be terminated prior to closing by mutual written
agreement between the Company and the Purchaser.
The foregoing description of the Debenture Purchase Agreement and
the Debenture do not purport to be complete and is qualified in
its entirety by reference to the full text of the Debenture
Purchase Agreement and the Debenture, a copy of each are attached
hereto as Exhibit 10.2 and 10.3 respectively and are incorporated
herein by reference.
Item 3.02. Unregistered Sales of Equity
Securities
In connection with the Note Conversion described in Item 1.01,
the Company has agreed to issue 13,300,000 shares of common stock
to the Converters upon the conversion of the Notes. The shares of
common stock issued to the Converters by the Company are issued
to the exemption from registration available under Section
4(a)(2) of the Securities Act of 1933, as amended and Rule 506
and/or Regulation S promulgated thereunder.
The information set forth under Item 1.01 of this Current Report
on Form 8-K regarding the issuance of the Debenture is
incorporated by reference into this item 3.02. As described in
Item 1.01 of this Current Report on Form 8-K, the Debenture is
sold to a non-U.S. investors to a private placement under Section
4(a)(2) of the Securities Act and Regulation S.
The Conversion Shares, the Debenture, the underlying shares of
Common Stock issuable upon conversion of the Debenture, have not
been registered under the Securities Act and may not be offered
or sold in the United States absent registration or an
appropriate exemption from the registration requirements of the
Securities Act.
Item 8.01. Other Events
On March 31, 2017, the Company moved its principle office to Room
1205, 1A Building, Shenzhen Software Industry Base, Xuefu Rd,
Nanshan District, Shenzhen,Guangdong Province, China. The
Companys telephone and fax numbers also changed, phone:
86-755-26412816, fax: 86-755-26410849.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 10.1 |
Note Conversion Agreement dated April 18, 2017 by and among mLight Tech, Inc., Elsa Sung, SCI, Inc. and Dahuai Zhang. |
|
| 10.2 |
Securities Purchase Agreement dated April 18, 2017 by and between mLight Tech, Inc. and He Cen. |
|
| 10.3 | Series A Convertible Debenture dated April 18, 2017. | |
| 10.4 |
Promissory Note Transfer Agreement, dated March 31, 2017, by and among Adam McDonald, the buyers set forth therein and Ding King Training Institute, Inc., incorporated by reference to the current report on the Form 8-K filed on April 5, 2017. |
mLight Tech, Inc. (OTCMKTS:MLGT) Recent Trading Information
mLight Tech, Inc. (OTCMKTS:MLGT) closed its last trading session 00.0000 at 0.0179 with 207,724 shares trading hands.