Spotlight Innovation Inc. (OTCMKTS:STLT) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities.
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 ( 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:
|
Exhibit |
Description |
|
10.1 |
Convertible Note dated December 31, 2016. |
|
10.2 |
Warrant to Purchase 425,000 shares of Common Stock. |
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. Spotlight Innovation Inc. (OTCMKTS:STLT) Recent Trading Information
Spotlight Innovation Inc. (OTCMKTS:STLT) closed its last trading session down -0.045 at 0.600 with 13,745 shares trading hands.