Current Report Filing (8-k)
June 02 2015 - 6:08AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
June 1, 2015
Date of Report (Date of earliest event reported)
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SPOTLIGHT INNOVATION INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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333-141060
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98-0518266
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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6750 Westown Parkway, Suite 200-226
West Des Moines, IA
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50266
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(Address of principal executive offices)
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(Zip Code)
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(515) 274-9087
Registrant’s telephone number, including area code
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 7.01 Regulation FD Disclosure.
On June 1, 2015 Spotlight Innovation Inc.’s (the “Company”) subsidiary Celtic Biotech Iowa, Inc. (“Celtic”) provided a correspondence to its shareholders. The correspondence will be available on the Company’s website and filed herewith as Exhibit 99.1.
The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act ”), or otherwise subject to the liabilities of that Section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly provided by specific reference in such a filing.
By filing this Current Report on Form 8-K and furnishing the information in this Item 7.01, the Company makes no admission as to the materiality of Item 7.01 in this report or the presentation attached hereto as Exhibit 99.1. The information contained in the correspondence is summary information that is intended to be considered in the context of the Company’s filings with the SEC and other public announcements that the Company makes, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this Item, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.
The Company cautions you that the correspondence attached hereto as Exhibit 99.1 may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, as amended. Statements in the presentation that are not purely historical are forward-looking statements including, but not limited to, the Company’s ability to execute its business plan, obtain regulatory approval for products under development, enter into partnering agreements, realize revenue and pursue growth opportunities, some of which are outside the control of the Company. Readers are cautioned not to place undue reliance on these forward-looking statements as actual results could differ materially from the forward-looking statements contained herein. Readers are urged to read the risk factors set forth in the Company’s most recent annual report on Form 10-K, subsequent quarterly reports filed on Form 10-Q and its most recent SEC filings. Company disclaims any intention to update this presentation.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Filed with this
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Incorporated by reference
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Description |
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Report
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Form
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Filing Date
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Exhibit No.
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99.1
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Shareholder Correspondence Dated June 1, 2015
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x
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SIGNATURES
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.
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SPOTLIGHT INNOVATION INC.
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Date: June 1, 2015
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By: |
/s/ Cristopher Grunewald |
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Name: |
Cristopher Grunewald |
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Title: |
President |
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3
EXHIBIT 99.1
01, June, 2015
Dear Shareholder,
As is our usual practice, we have been meaning to provide you with an update on our operations earlier in the year but, with our attention focused on developing certain opportunities, we continuously postponed sending out our annual update until some of these opportunities were secured. Some of these deals have been publicized through press releases made by our now parent company, Spotlight Innovations (www.spotlightinnovations.com).
Spotlight’s CEO, Cris Grunewald, who is also Chairman of Celtic Biotech has been instrumental in beefing up the intellectual portfolio of the Company by completing licensing deals for related technologies, a strategy that is aimed at increasing the Company’s value and pipeline. We recently received our first patent grant and we still have two other pending. We expect to complete the in-licensing of Crotamine from Butantan Institute (Brazil), which we targeted early in 2013. In support of these research efforts we have engaged Freemind, grant submission specialists, to attract US grant funding and assist in mitigating the development expenses for the new applications. While cancer therapy is our core focus, the recent in-licensing of the use of Cardiotoxin as a potential treatment for Chronic Kidney disease, an untreatable but widespread illness that affects millions of people, opens up a great new opportunity for the company and I am personally very excited about this application.
With our reengagement of Immunoclin to complete the Phase I trials, we are pushing to have the second part of the trial completed as soon as possible. In spite of the delays the French hospital is still very interested in helping us develop Crotoxin for its cancer application. We expect to the able to officially announce the results of part 1 of that trial in the coming months as soon as the medical report is made available. Emory University (Atlanta, GA) is very interested in developing Crotamine for its potential cancer diagnostic applications including completing clinical trials if the laboratory research confirms its’ utility for this application.
Spotlight has secured funding to maintain our operations and it is focused on moving Celtic forward in a way that allows us to build value in both Companies. Some of the delays in issuing share certificates and communications has resulted from Spotlight’s obligations as a public company to complete Federal audit and filing requirements that are onerous and time consuming. Regardless, Cris and I are committed to obtaining the best return on investment and driving value for investors.
The Company continues to be grateful for your support and fully appreciates your patience over the years. Please visit our new website, www.celticbiotech.com, and that of Spotlight’s, www.spotlightinnovations.com and be sure to sign up for updates. In the meantime, I wish you the best of health.
Sincerely,
Paul F. Reid, Ph.D.
President
6750 Westown Parkway, Suite 200-226, West Des Moines, IA 50622, USA
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www.celticbiotech.com
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email: info@celticbiotech.com
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