Unregistered Sales of Equity

On December 31, 2016, Spotlight Innovation Inc. (the Company) entered into a convertible note (the Note) with K4 Enterprises, LLC (K4) in the principal amount of $170,000, in exchange for the payment by K4 of $170,000. 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 425,000 shares of the Corporations common stock at an exercise price of $1.20 per share until December 31, 2018.

On December 31, 2016, K4 (pursuant to the terms of the respective instruments): ( i) converted the Note, in its entirety, into 388,726 shares of Common Stock of the Company (at a price of $.43733 per share), (ii) converted the entire $2,500,000 principal amount Amended and Restated Convertible Note dated October 18, 2016 into 3,333,333 shares of Common Stock of the Company (at a price of $.75 per share), and (iii)converted the entire $830,000 principal amount Convertible Note dated December 16, 2016 into 1,897,896 shares of Common Stock of the Company (at a price of $.43733 per share).

John Krohn, President, Chief Operating Officer and Director of the Company, 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.

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 Exhibit10.1 and 10.2, which are incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibit

The following document is filed as Exhibit:




Convertible Note dated December 31, 2016.


Warrant to Purchase 425,000 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 theundersigned hereunto duly authorized.


Dated: January 6, 2017


/s/ John William Pim

John William Pim

Chief Financial Officer


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