mLight Tech, Inc. (OTCMKTS:MLGT) Files An 8-K Entry into a Material Definitive Agreement
Item1.01. Entry into a Material Definitive
Agreement
On March 31, 2017, mLight Tech, Inc., a Florida corporation, (the
Company) entered into a spin-off agreement (the
Spin-Off Agreement) with Ding King Training Institute,
Inc., the Companys wholly owned subsidiary and a company
incorporated to the laws of California(DKTI), and Todd
Sudeck (Mr. Sudeck). to the Spin-Off Agreement, Mr. Sudeck
shall receive all of the issued and outstanding capital stock of
DKTI in exchange for 2,500,000 shares of common stock, par value
$0.0001 per share (the Common Stock) of the Company (the
Shares) owned by Mr. Sudeck. Immediately upon the closing
of the Spin-Off Agreement, Mr. Sudeck shall become the sole
equity owner of DKTI and the Company shall have no further
interest in DKTI.
A form of the Spin-Off Agreement is attached hereto as Exhibit
10.1. The foregoing is only a brief description of the material
terms of the Spin-Off 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.
to the Spin-Off Agreement, the Company issued three promissory
notes to three holders listed in the Schedule A of the promissory
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 10.3.
Item2.01. Completion of Acquisition or
Disposition of Assets
The information set forth under Item 1.01 of this Current Report
on Form 8-K is incorporated into this Item 2.01 by reference.
Item5.01. Changes in Control of
Registrant
On March 31, 2017, Mr. Sudeck entered into a Securities Purchase
Agreement (the SPA) with certain purchasers listed in the
Exhibit A of the SPA (the Purchasers) to which the
Purchasers acquired 180,000,000 shares of Common Stock from Mr.
Sudeck for an aggregate purchase price of $325,000. The
transaction contemplated in the SPA closed on the same day (the
Closing).
The Shares represent approximately 87.17% of issued and
outstanding Common Stock of the Company. The transaction has
resulted in a change in control of the Company.
In connection with the change in control, Mr. Sudeck, the
President, Chief Executive Officer, Chief Financial Officer,
Secretary and the sole member of the board of directors of the
Company (the Board), resigned from all his positions with
the Company.
Simultaneously with the Closing, Mr. Huibin Su was appointed as
the Companys Chief Executive Officer, Chief Financial Officer and
a director of the Board, Mr. Jiyin Li was appointed as the
Chairman of the Board, and Zizhong Huang was appointed as the
Companys Chief Operating Officer, all effective immediately.
Item5.02.Departure of Directors or
Principal Officers; Election of Directors; Appointment of
Principal Officers
(a) Resignation of Directors and Officers
Upon the Closing, Mr. Sudeck resigned from his positions as
director, President, Chief Executive Officer, Chief Financial
Officer, Secretary of the Company.
There was no disagreement between Mr. Sudeck and the Company.
(b) Appointment of Directors and Officers
Upon closing, the following person was appointed as our directors
and officers effective on March 31, 2017:
|
Name |
Age |
Position |
|
Jiyin Li |
|
Chairman |
|
Huibin Su |
|
Director, Chief Executive Officer and Chief Financial |
|
Zizhong Huang |
|
Chief Operating Officer |
Mr. Li, age 30, has served as the Chairman of Shenzhen
Chuangxiang Network Technology Co., Ltd, a company that engages
in the development of mobile and internet software products. From
August 2015 to June 2016, he was also the CEO of Shenzhen
Chuangxiang Network Technology Co. Ltd. From October 2012 to June
2015, he served as the Deputy General Manager of Shenzhen E-Life
Technology Co., Ltd., a technology company that develops mobile
applications and online games. Mr. Li obtained his Bachelor of
Art in business management from Huanghe Science Technology
College.
Mr. Li does not have any family relationship with any director or
executive officer of the Company and has not been involved in any
transaction with the Company during the past two years that would
require disclosure under Item 404(a) of Regulation S-K.
Mr. Su, age 37, has served as the CEO and CFO of Shenzhen
Chuangxiang Network Technology Co., Ltd since June 2016. From
January 2015 to May 2016, he served as the CFO of Guangzhou
Honghuayuan Investments Limited, an investment company that
specializes in real estate related investments and fund
management. From January 2012 to February 2014, he served as the
CFO of Guangzhou Wancai Group Limited, a real estate and tourism
development company. From August 2002 to December 2011, he served
as the Finance Supervisor of Guangzhou Pharmaceutical Holdings
Limited, a pharmaceutical wholesaler and distribution company.
Mr. Su obtained his Master Degree in Business Administration from
Sun Yat-Sen University.
Mr. Su does not have any family relationship with any director or
executive officer of the Company and has not been involved in any
transaction with the Company during the past two years that would
require disclosure under Item 404(a) of Regulation S-K.
Mr. Huang, age 28, has served as the COO of Shenzhen Chuangxiang
Network Technology Co., Ltd since July 2016. From January 2015 to
June 2016, Mr. Li was the co-founder and COO of Dongguan Houhai
Asset Management Co., Ltd., an investment company that
specializes in equity investments and private fund management.
From July 2012 to December 2014, he served as the business
manager of Dongguan Rural Commercial Bank. Mr. Huang obtained his
Bachelor in business administration from South China Agricultural
University.
Mr. Huang does not have any family relationship with any director
or executive officer of the Company and has not been involved in
any transaction with the Company during the past two years that
would require disclosure under Item 404(a) of Regulation S-K.
Item9.01.Financial Statements and
Exhibits.
|
ExhibitNo. |
Description |
|
10.1 |
Spin-off Agreement dated March 31, 2017 by and among mLight |
|
10.2 |
Securities Purchase Agreement by and among mLight Tech, |
|
10.3 |
Promissory Note Transfer Agreement, dated March 31, 2017, |
mLight Tech, Inc. (OTCMKTS:MLGT) Recent Trading Information
mLight Tech, Inc. (OTCMKTS:MLGT) closed its last trading session 00.00000 at 0.00360 with 1,697,300 shares trading hands.