Spotlight Innovation Inc. (OTCMKTS:STLT) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

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). 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 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

About Spotlight Innovation Inc. (OTCMKTS:STLT)

Spotlight Innovation Inc., formerly American Exploration Corporation, is a bioscience company. The Company is focused on acquiring the rights, through acquisition, license or otherwise, to various technologies. The Company is engaged in identifying and targeting technology candidates, including cancer drugs and treatment therapies for various disease states; drug and related treatment therapies for various infectious diseases, and other technology candidates. The Company focuses on diseases that are rare, which are known as orphan diseases, or new or common but underserved, such as feline chronic kidney disease. As of December 31, 2015, the Company had three subsidiaries: Celtic Biotech Iowa, Inc., CDT Veterinary Therapeutics, Inc. and Memcine Pharmaceuticals, Inc. Through its subsidiary, Celtic Biotech Iowa, Inc., it develops a range of drug candidates, such as Crotoxin, Cardiotoxin, VRCTC310 and Crotamine. Through its subsidiary, Memcine Pharmaceuticals, Inc., it offers Immunoplex.