Unregistered Sales of Equity

Item 5.02 is incorporated herein by reference.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 23, 2016, Spotlight Innovation Inc. (the Company) entered into exchange agreements with certain officers and members of the Companys board of directors pursuant to which the Corporation issued an aggregate of 231,000 shares of its common stock, which shares were issued pursuant to the Companys 2016 Equity Incentive Plan, in exchange for options to purchase 300,000 shares of the Corporations common stock, which options as result of the exchange were canceled. The breakdown for the exchange is as follows:


Number of Shares issued

Num ber of Option Shares that were canceled as a result of the exchange

John Krohn (Member of the Companys board of directors)



Craig Lang (Member of the Companys board of directors)



Cristopher Grunewald (Chief Executive Officer)



On December 23, 2016, the Company and John William Pim, the Companys Chief Financial Officer, entered into a Restricted Stock Grant Agreement pursuant to which he was granted 125,000 shares of the Companys common stock. The Company also exchanged with non executive officers and consultants an aggregate of 235,000 shares of restricted stock for options to purchase 2,350,000 shares of the Companys common stock.

Company relied upon the exemptions contained in Section 3(a)(9) and Section 4(a)(2) of the Securities Act of 1933, as amended with regard to the shares being issued pursuant to the exchange agreements.

John Krohn is the Managing Member of K4 and in such capacity holds voting and dispositive 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 and the Companys president and chief operating officer.

The foregoing summary of the terms of the Exchange Agreements and restricted Stock Agreements which are subject to, and qualified in its entirety, by such aggeents which aggreements are included as exhibts to this Report and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following documents are filed as Exhibits:




Form of Exchange Agreement


Form of Restricted Stock Grant Agreement



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 29, 2016


/s/William Pim

William Pim



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