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 Company’s 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 pursuant 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.

Pursuant 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”) pursuant 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.