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

Date of Report (Date of earliest event reported): January 18, 2016

Registrant's telephone number, including area code: (515) 274-9087

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8 K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a 12 under the Exchange Act (17 CFR 240.14a 12)

¨ Pre commencement communications pursuant to Rule 14d 2(b) under the Exchange Act (17 CFR 240.14d 2(b))

¨ Pre commencement communications pursuant to Rule 13e 4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Item 4.01 Change in Registrant's Certifying Accountant.

(a) Dismissal of Independent Registered Public Accounting Firm.

On January 18, 2016, Spotlight Innovation Inc. (the "Company") notified GBH CPAs, PC of its dismissal as the Company's independent registered public accounting firm effective as of that date. The decision to change independent registered public accounting firms was approved by the Company's Board of Directors.

GBH CPAs, PC's reports on the consolidated financial statements of the Company for the fiscal years ended December 31, 2014 and 2013 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles other than the substantial doubt that the Company would continue as a going concern.

During the two fiscal years ended December 31, 2015 and 2014, and the subsequent interim period through January 18, 2016, the date of GBH CPAs, PC's dismissal, there were no: (1) disagreements with GBH CPAs, PC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of GBH CPAs, PC, would have caused GBH CPAs, PC to make reference in connection with its opinion to the subject matter of the disagreement, or (2) reportable events (as defined in Item 304(a)(1)(v) of Regulation S K).

GBH CPAs, PC's letter to the U.S. Securities and Exchange Commission stating its agreement with the statements in these paragraphs is filed as Exhibit 16.1 to this Current Report on Form 8 K.

(b) Engagement of New Independent Registered Public Accounting Firm.

On January 19, 2016, the Company selected WithumSmith+Brown, PC as its new independent registered public accounting firm. The decision to engage WithumSmith+Brown, PC as the Company's independent registered public accounting firm was approved by the Company's Board of Directors. During the years ended December 31, 2015 and 2014, and through January 19, 2016, the date of the Company's decision to engage WithumSmith+Brown, PC, neither the Company nor anyone acting on its behalf consulted with WithumSmith+Brown, PC regarding (1) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, or (2) any matter that was either the subject of a disagreement with GBH CPAs, PC on accounting principles or practices, financial statement disclosure or auditing scope or procedures, which, if not resolved to the satisfaction of GBH CPAs, PC, would have caused them to make reference to the matter in their report, or a "reportable event" as described in Item 304(a)(1)(v) of Regulation S K of the Commission's rules and regulations.

Item 8.01 Other Events.

On January 20, 2016, the Company issued a press release announcing the change of its independent registered public accounting firm. A copy of this press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit

The following document is furnished as an Exhibit pursuant to Item 4.01 hereof:

Exhibit 16.1 – Letter from GBH CPAs, PC to the Securities and Exchange Commission dated January 22, 2016.

The following document is furnished as an Exhibit pursuant to Item 8.01 hereof:

Exhibit 99.1 – Press Release dated January 20, 2016.

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.

EXHIBIT INDEX

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit

The following document is filed as an Exhibit pursuant to Item 4.01 hereof:

Exhibit 16.1 – Letter from GBH CPAs, PC to the Securities and Exchange Commission dated January 22, 2016.

The following document is filed as an Exhibit pursuant to Item 8.01 hereof:

Exhibit 99.1 – Press Release dated January 20, 2016

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EXHIBIT 16.1

January 22, 2016

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Ladies and Gentlemen:

We have read Item 4.01 of Spotlight Innovation Inc.'s Form 8 K dated January 22, 2016 and are in agreement with the statements concerning our firm contained therein. We have no basis to agree or disagree with other matters reported therein.

/s/ GBH CPAs, PC                                

GBH CPAs, PC

www.gbhcpas.com

Houston, Texas

EXHIBIT 99.1

Spotlight Innovation Inc. Engages WithumSmith+Brown, PC as its New Auditor

WEDNESDAY, JANUARY 20, 2016, WEST DES MOINES, IOWA

Spotlight Innovation Inc. (OTCQB: STLT) announces that following a search and an evaluation period, it has engaged WithumSmith+Brown, PC as its new independent registered public accounting firm. WithumSmith+Brown, PC is a full-service accounting and consulting firm with fifteen offices in the U.S. and other locations. WithumSmith+Brown, PC replaces GBH CPAs, PC as the Company's auditor. The Company had no disagreements with GBH CPAs, PC on any matters.

Cris Grunewald, President and Chief Executive Officer of Spotlight Innovation, said, "After meeting with several public accounting firms, we are pleased to welcome WithumSmith+Brown, PC as our new auditor. They are a well-known and leading audit, tax and advisory firm with extensive experience in life sciences and an outstanding track record for delivering support to rapidly developing companies like ours. We believe that WithumSmith+Brown, PC will provide Spotlight Innovation and our shareholders with an exceptional auditing experience, and we look forward to working with them for many years to come."

About Spotlight Innovation Inc.

Spotlight Innovation Inc. (OTCQB: STLT) identifies and acquires rights to innovative and proprietary platform technology candidates with a focus on cancer drugs and related treatment therapies, solutions for infectious disease, and other specialty and unique opportunities. Access to platform technology candidates is accomplished via our extensive relationships with many leading academic institutions and other sources. We provide value-added development capability and funding in order to accelerate development progress. When commercially significant benchmarks have been achieved, we will partner with proven market leaders via sale, out-license or strategic alliance. For more information, visit www.spotlightinnovation.com or follow us on www.twitter.com/spotlightinno.

About WithumSmith+Brown, PC

Founded in 1974, WithumSmith+Brown, PC, with in excess of 575 professionals, ranks in the top thirty public accounting and consulting firms in the country with offices in: New York City; Princeton, NJ, its headquarters; Philadelphia, PA; Boston, MA; Orlando and West Palm Beach, FL; Aspen, CO; and the Cayman Islands. For more information, please visit www.withum.com.

Source: Spotlight Innovation Inc.

Press Contact

Rene Erickson

Spotlight Innovation Inc.

1-515-274-9087

corpcomm@spotlightinnovation.com

Investor Contact

Bob Woods

CEOcast, Inc.

1- 212-732-4300

rwoods@ceocast.com

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