4//SEC Filing
Spotlight Innovation Inc. 4
Accession 0001477932-17-000041
CIK 0001388486operating
Filed
Jan 3, 7:00 PM ET
Accepted
Jan 4, 9:53 PM ET
Size
23.2 KB
Accession
0001477932-17-000041
Insider Transaction Report
Form 4
Krohn John Michael
DirectorPresident, COO10% Owner
Transactions
- Conversion
Common Stock
2016-12-31+948,948→ 6,988,510 total(indirect: By LLC) - Conversion
Convertible Note
2016-12-31−948,948→ 0 total(indirect: By LLC)From: 2016-12-19→ Common Stock (948,948 underlying) - Conversion
Common Stock
2016-12-31+194,363→ 7,182,873 total(indirect: By LLC) - Purchase
Common Stock Purchase Warrant
2016-12-31$1.20/sh+212,500$255,000→ 212,500 total(indirect: By LLC)Exercise: $1.20From: 2016-12-31Exp: 2018-12-31→ Common Stock (212,500 underlying) - Conversion
8% Convertible Note
2016-12-31−1,666,667→ 0 total(indirect: By LLC)From: 2015-12-31→ Common Stock (1,666,667 underlying) - Conversion
Common Stock
2016-12-31+1,666,667→ 6,039,562 total(indirect: By LLC) - Purchase
Convertible Note
2016-12-31+194,363→ 194,363 total(indirect: By LLC)From: 2016-12-31→ Common Stock (194,363 underlying) - Conversion
Convertible Note
2016-12-31−194,363→ 0 total(indirect: By LLC)From: 2016-12-31→ Common Stock (194,363 underlying)
Footnotes (6)
- [F1]Based on 50% of total held by K4 Enterprises, LLC ("K4"), which represents the 50% equity ownership interest held by the Reporting Person. The Reporting Person is the Managing Member of K4 and in such capacity holds voting and dispositive power over the securities held by such entity.
- [F2]This number is rounded to the nearest whole number. Represents 50% of the total number of shares (3,333,333) issued upon conversion of an 8% promissory note, in the principal amount of $2,500,000, originally issued to K4 on December 31, 2015 and subsequently amended and restated pursuant to that certain Forbearance and Refinancing Agreement dated October 18, 2016 (the "Refinanced Noted"). The Refinanced Note is convertible based on a conversion price of $0.75, as described in the Refinanced Note. The Maturity Date as defined in the Refinanced Note is December 31, 2021. The number of shares reported as securities underlying the Refinanced Note does not include shares issuable upon conversion of accrued interest.
- [F3]This number is rounded to the nearest whole number. Represents 50% of the total number of shares (1,897,896) issued upon conversion of a 6% promissory note, in the principal amount of $830,000 owned by K4. The conversion price is 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, ending on December 30, 2016. That six month average was $0.624 per share, and the conversion price (70%) was $0.437 per share, for a total of 1,897,896.
- [F4]This number is rounded to the nearest whole number. Represents 50% of the total number of shares issuable upon conversion of a 6% promissory note in the principal amount of $170,000 owned by K4 (the "Note"). The Note is convertible 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, ending on December 30, 2016. That six month average was $0.624 per share, and the conversion price (70%) was $0.437 per share, for a total of 388,726 shares.
- [F5]Based on 50% of the total held by K4, 425,000, which represents the 50% equity ownership interest held by the Reporting Person. The Reporting Person is the Managing Member of K4 and in such capacity holds voting and dispositive power over the securities held by such entity.
- [F6]Includes 1,355,219 shares owned directly by the Reporting Person and 3,017,676 shares indirectly held based on 50% of total held by K4, which represents the 50% equity ownership interest held by the Reporting Person. The Reporting Person is the Managing Member of K4 and in such capacity holds voting and dispositive power over the securities held by such entity.
Documents
Issuer
Spotlight Innovation Inc.
CIK 0001388486
Entity typeoperating
IncorporatedNV
Related Parties
1- filerCIK 0001388486
Filing Metadata
- Form type
- 4
- Filed
- Jan 3, 7:00 PM ET
- Accepted
- Jan 4, 9:53 PM ET
- Size
- 23.2 KB