Unregistered Sales of Equity

On December 19, 2016, Spotlight Innovation Inc. (the Company) entered into a convertible note (the Note) with K4 Enterprises, LLC (K4) in the principal amount of $830,000, in exchange for the payment by K4 of $830,000. The Note bears interest at the rate of six percent per annum, and is convertible at the option of K4 into shares of common stock of the Company at a price equal to Seventy Percent (70%) of the average closing bid price of the common stock of the Company during the six months immediately prior to such conversion. The Company also issued K4 warrants (the Warrant) to purchase 2,075,000 shares of the Corporations common stock at an exercise price of $1.20 per share until December 31, 2018.

John Krohn is the Managing Member of K4 and in such capacity holds voting and d ispositive power over the securities held by such entity. Mr. Krohn holds 50% of the equity ownership interest in K4 and thus is a beneficial owner of 50% of the securities held by K4. Mr. Krohn is also a member of the Companys board of directors.

K4 is an accredited investor, and the Company relied upon the exemptions contained in Section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated there under with regard to those sales.

The foregoing summary of the terms of the Note and Warrant, is subject to, and qualified in its entirety, by such document attached hereto as Exhibit4.1 and 4.2, which is incorporated herein by reference.

Item 8.01 Other Events.

On December 16, 2016, the Company (i) issued K4 350,000 common membership units of its subsidiary Caretta Therapeutics, LLC, (ii) issued K4 200,000 common membership units of its subsidiary Zika Therapeutics, LLC, and (iii) assigned to K4 thirty percent (30%) of the distributions and income receive by the Corporation from its investment in SOLX, Inc.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.



Convertible Note.


Warrant to Purchase Shares of Common Stock.



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.


Dated: December 22, 2016


/s/ William Pim

William Pim



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