UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



FORM 10-Q/A

(Amendment No. 1)



QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the Quarterly Period ended September 30, 2016



Commission File No. 000-52542





|Spotlight Innovation Inc.                     
|----------------------------------------------
|(Name of small business issuer in its charter)





|Nevada                                                         |  | 98-0518266                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



11147 Aurora Avenue

**Aurora Business Park, Building 3**

Urbandale, Iowa 50322

(Address of principal executive offices)



(515) 274-9087

(Issuer’s telephone number)



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes xNo  ̈



Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes xNo  ̈



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.





|Large accelerated filer                     |  ̈ | Accelerated Filer         |  ̈
|------------------------------------------- | - | ------------------------- | -
|Non-accelerated filer                       |  ̈ | Smaller Reporting Company | x
|(Do not check if smaller reporting company) |   |                          



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ̈No x



Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of November 15, 2016, the Company had 21,285,514 outstanding shares of its common stock, par value $0.001.





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EXPLANATORY NOTE



Spotlight Innovation, Inc. (the “Company”) is filing this Amendment No. 1 to the Quarterly Report on Form 10-Q/A (this “Amendment”) to amend its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016 filed with the Securities and Exchange Commission ("the SEC") on November 18, 2016 (the “Original Filing”). This Amendment is being filed solely for the purpose of updating Exhibit 10.37 and Exhibit 10.38. The original Exhibit 10.37 inadvertently omitted certain signifiers of redacted information, which have now been included. Mistakenly redacted information in Exhibit 10.38 has been restored.



Except for the foregoing, the Original Filing remains unchanged. This Amendment does not reflect any events occurring after the filing of the Original Filing nor does it modify or otherwise update in any way disclosures made in the Original Filing. No revisions are being made to the Company’s financial statements or any other disclosure contained in the Original Filing. Accordingly, this Amendment should be read in conjunction with the Company’s filings made with the SEC subsequent to the filing of the Original Filing, including any amendment to those filings.





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Item 6. Exhibits





|Exhibit Number |  | Name of Exhibit                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|10.36*         |  | License Agreement between Spotlight Innovation Inc. and Paul Reid dated October 5, 2016. (1)                                                                                                                                                                                                                                                                                                                                                                      
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|10.37*         |  | Exclusive License Agreement between Spotlight Innovation Inc. and Indiana University Research and Technology Corporation dated October 13, 2016. (2)                                                                                                                                                                                                                                                                                                              
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|10.38*         |  | Standard Exclusive License Agreement with Sublicensing Terms executed as of November 8, 2016 by and between the Spotlight Innovation Inc. and the Florida State University Research Foundation, Inc. (2)                                                                                                                                                                                                                                                          
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|31.1           |  | Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (1)                                                                                                                                                                                                                                                                                                        
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|31.2           |  | Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (1)                                                                                                                                                                                                                                                                                                        
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|32.1           |  | Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002. (1)                                                                                                                                                                                                                                                                            
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|101            |  | The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 are formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements, tagged as blocks of text. (3)

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|*   | Confidential treatment has been requested for portions of this exhibit. These portions have been omitted and have been filed separately with the Securities and Exchange Commission.                                                                                                                                                                                                                                                                                                                                                                      
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Previously filed with our Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, as filed on November 18, 2016.                                                                                                                                                                                                                                                                                                                                                                                                                          
|(2) | Filed herewith.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(3) | Users of this data are advised that pursuant to Rule 406T of Regulation S-T, this XBRL information is being furnished and not filed herewith for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and Sections 11 or 12 of the Securities Act of 1933, as amended, and is not to be incorporated by reference into any filing, or part of any registration statement or prospectus, of Spotlight Innovation Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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SIGNATURES



In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report on Form 10-Q/A to be signed on its behalf by the undersigned, thereunto duly authorized.





|                         | SPOTLIGHT INNOVATION INC. |                           
|------------------------ | ------------------------- | --------------------------
|                         |                           |                           
|Dated: February 13, 2017 | By:                       | */s/ Cristopher Grunewald*
|                         |                           | Cristopher Grunewald      
|                         |                           | Chief Executive Officer   





| | By: | /s/ William Pim                     | 
| | --- | ----------------------------------- | 
| |     | William Pim
Chief Financial Officer | 







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