Entry into a Material Definitive

On May 31, 2017, Spotlight Innovation Inc. (the Company) entered into a subscription agreement for the issuance of a convertible note for $400,000 (the Note). With respect to the sale of the Note the Company received gross proceeds in the amount of $400,000. The Note is convertible at a price per share equal to $.35. The Note has a term of 24 months. In the event that the Note has not been converted at the maturity date, the Note will automatically convert into shares of the Companys Common Stock at a price per share equal to $0.35. Interest on the Note accrues at 7.5% per annum, computed on a 365-day basis. Interest payments will be made by the Company in shares of the Companys Common Stock upon conversion of the Note. The holder of the Note has converted the Note into 1,143 ,091shares of the Companys common stock and as a result the Note is no longer outstanding.

In connection with the issuance of the Note the holder was issued a warrant to purchase 120,000 shares of the Companys common stock at an exercise price equal to 110% of the closing bid price of the Companys common stock on the six month anniversary of the date of the issuance of the Warrant, subject to adjustment as provided in the Warrant. The Warrant expires on May 31, 2020.

In connection with the issuance of the Note, the holder and Caretta Therapeutics, LLC (Caretta), a subsidiary of the Company, entered into a Royalty Agreement (the Royalty Agreement). Pursuant to the Royalty Agreement, Caretta will pay the holders who purchase Notes in the offering, an aggregate of five percent (5%) of Carettas annual net revenues, if any. The royalty payment shall terminate on the earlier to occur of (i) the payment of the Maximum Amount (two times the original principal amount of Note), or (ii) payment of a royalty, if any, to the subscribers for the year ended December 31, 2020.

The Note, and Warrants were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the Securities Act) and Rule 506(b) of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering and the securities were acquired for investment purposes only and not with a view to or for sale in connection with any distribution thereof.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 is incorporated herein by reference.

Item 3.02 Unregistered Sale of Equity Securities

The information contained in Item 1.01 is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.

d) Exhibits





Form of Subscription Agreement


Form of Convertible Note


Form of Warrant


Form of Royalty 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: June 6, 2017


/s/ John William Pim

John William Pim

Chief Financial Officer


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