Item 1.02 Termination of a Material Definitive Agreement.

On October 18, 2016 Spotlight Innovation Inc. (the Company) entered into a Forbearance and Refinancing Agreement (the Refinancing Agreement) with K4 Enterprises, LLC (K4). Pursuant to the Refinancing Agreement the Company and K4 agreed as follows:

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The December 31, 2015 Convertible Note in the principal amount of $2.5 Million Dollars issued by the Company to K4 was cancelled and replaced with a new Amended and Restated Convertible Note in the principal amount of $2.5 Million Dollars (the Amended Note). The Warrants previously issued pursuant to the aforementioned December 31, 2015 Convertible Note remain in effect. The material terms of the Amended Note include: interest at the rate of Eight Percent (8%) per a nnum, which shall begin to accrue on January 1, 2017; Company may prepay the Amended Note (a) on or before December 31, 2017, with the consent of K4, which consent cannot be unreasonably withheld, for such purposes, including but not limited to a Nasdaq listing of the Companys securities, or as a condition to an equity financing, and (b) at any time after December 31, 2017 upon 30 days written notice by the Company to K4; principal amount and interest may be converted into shares of common stock of the Company at a discount of Fifteen Percent (15%) of the average price of the common stock of the Company during the 20 consecutive trading days immediately prior to such conversion, but not less than $.75; and the maturity date is December 31, 2021.

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K4 waived repayment of a $700,000 loan (termination of all related loan documents).

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The Company agreed to issue K4 Four Million shares of common stock, with standard restrictive legend.

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K4 agreed to terminate the following warrants to purchase shares of Common Stock of the Company:

Issuance Date

Expiration Date

Exercise Price

# Warrants / Shares

10/05/2013

10/05/2016

$1.46 / share

120,000

10/05/2013

10/05/2017

$1.46 / share

120,000

10/05/2013

10/05/2018

$1.46 / share

120,000

12/31/2015

12/31/2018

$1.00 / share

300,000

12/31/2015

12/31/2018

$1.25 / share

200,000

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The Company agreed to issue K4 warrants to purchase shares of Common Stock of the Company as follows:

Expiration Date

Exercise Price / Share

# Warrants / Shares

12/31/2019

$1.46

360,000

12/31/2019

$1.00

300,000

12/31/2019

$1.25

200,000

12/31/2019

$1.00

500,000

The description of the Refinancing Agreement, Amended Note and Warrants do not purport to be complete, and is qualified in its entirety by reference to the full text of such documents which are included as Exhibit 10.35 hereto and incorporated herein by reference.

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Item 3.02 Unregistered Sales of Equity Securities.

As set forth in Items 1.01 and 1.02 above, the Company issued certain securities in a transaction not registered under the Securities Act. The disclosure set forth in Items 1.01 and 1.02 above are incorporated by reference to this Item. The foregoing securities described in Items 1.01 and 1.02 above were issued pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Item 8.01 Other Events.

On October 15, 2016, the Company increased its Scientific Advisory Board to three members. In addition to Prof. Hengli Tang, Prof. Elliot Androphy and Prof. Kevin Hodgetts have been named members of the Scientific Advisory Board.

Item 9.01 Financial Statements and Exhibits.

The following documents are filed as Exhibits pursuant to Items 1.01, 1.02 and 3.02 hereof.

(d) Exhibits.

Filed with this

Incorporated by reference

Exhibit No.

Description

Current Report

Form

FilingDate

ExhibitNo.

10.35

Forbearance and Refinancing Agreement

*

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SPOTLIGHT INNOVATION INC.

Dated: October 19, 2016

By:

/s/ Cristopher Grunewald

Cristopher Grunewald,

President and CEO

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Other recent filings from the company include the following:

Notification of inability to timely file Form 10-Q or 10-QSB - Nov. 14, 2017

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