Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 13, 2016, the Board of Directors (the “Board”) of Spotlight Innovation Inc. (the “Company”) adopted the 2016 Equity Incentive Plan of Spotlight Innovation Inc. (the “2016 Plan”).The 2016 Plan provides for the grant of incentive stock options (subject to applicable shareholder approval), nonstatutory stock options, restricted stock awards (which may be registered pursuant to a Registration Statement on Form S-8), stock appreciation rights, restricted share units, and performance awards. Eligible recipients under the 2016 plan include the Company’s directors, employees and individual consultant(s) who render(s) bona fide services (other than services in connection with the offering or sale of securities of the Company or one of its subsidiaries in a capital-raising transaction or as a market maker or promoter of securities of the Company).

The maximum number of shares of common stock that may be issued under the 2016 Plan is 5,000,000. The 2016 Plan will be administered by the Company’s board of directors or a committee appointed by the Board (the “Administrator”).

The Administrator has full authority to determine who will receive awards and to determine the types of awards to be granted as well as the amounts, terms, and conditions of any awards.

In the event of a stock dividend, stock split or other change in our capital structure, the Administrator will make appropriate adjustments to the limits described above and will also make appropriate adjustments to the number and kind of shares of stock or securities subject to awards, any exercise prices relating to awards and any other provisions of awards affected by the change.

The Administrator may at any time or times amend the 2016 Plan or any outstanding award for any purpose which may at the time be permitted by law, and may at any time terminate the 2016 Plan as to any future grants of awards. The Administrator may not, however, alter the terms of an award so as to affect adversely the participant’s rights under the award without the participant’s consent, unless the Administrator expressly reserved the right to do so at the time of the award.

The 2016 Plan is filed with this report as Exhibit 10.1 and is incorporated herein by reference. The foregoing description is subject to, and qualified in entirety, to the 2016 Plan.