SPOTLIGHT INNOVATION, INC.

PROXY STATEMENT FOR THE 2021 SPECIAL MEETING OF STOCKHOLDERS

GENERAL INFORMATION

This proxy statement contains information related to the 2021 Special Meeting of Stockholders (“Special Meeting”) of Spotlight Innovation, Inc., a Nevada corporation (“we”, “us”, “our”, or “the Company”), to be held remotely on Wednesday, March 24, 2021 at 6:30 AM EST and at any postponements or adjournments, thereof. The approximate date of mailing for this proxy statement is February 1, 2021. You are invited to attend the Special Meeting, and we request that you vote on the proposals described in this Proxy Statement. You do not need to attend the meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card.

The Company proxy statement in connection to this meeting can be accessed online at: https://tinyurl.com/STLT2021

Record Date

Our Board of Directors has set January 15, 2021 as the record date (the “Record Date”) for the Special Meeting.

Only holders of record of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”) or Preferred Stock at the close of business on the Record Date will be entitled to notice of, and to vote at, the Special Meeting or at any adjournment or postponements thereof.

On the Record Date there were 34,290,934 shares of Common Stock and 1,500,000 Series D Preferred Stock issued and outstanding. Each stockholder is entitled to one vote for each share of Common Stock registered in his or her name on the record date.

The voting rights of the holders of Series D Preferred Stock are as follows:

• Holders of the Series D Preferred Stock, with such votes to be counted together with all other shares of capital stock having general voting powers and not separately as a class, shall have the right to vote in an amount equal to ninety point zero one percent (90.01%) of the total vote with respect to any and all matters presented to the stockholders of the Company for their action or consideration
• The holders of the Series D Preferred Stock and Common Stock shall, voting together as a single class, shall be entitled to elect all of the corporation’s directors and remove from office such directors and fill any vacancy by the cause resignation, death or removal of such directors, subject to the right of the Board of Directors to fill the vacancy pursuant to applicable law.
• Voting rights of the holders of Series D Preferred Stock may be exercised in writing or by calling a special meeting in accordance with methods required to call such meetings by stockholders.

Voting by Proxy

If your shares are registered directly in your name with VStock Transfer, LLC, our transfer agent, you are considered a stockholder of record. As a stockholder of record at the close of business on the Record Date, you can vote in person at the Special Meeting or you can provide a proxy to be voted at the meeting by signing and returning the enclosed proxy card. If you submit a proxy card, we will vote your shares as you direct. If you submit a proxy card without giving specific voting instructions, those shares will be voted as recommended by the Board of Directors, which means your shares will be voted “For” all the nominees to the Board of Directors in Proposal I. If any other matter is properly presented at the Special Meeting, your proxy (i.e., one of the individuals named on your proxy card) will vote your shares using their best judgement.

If your shares are held in a stock brokerage account or otherwise by a nominee (that is, in “street name”), you will need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. If you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary” items.

Discretionary items are proposals considered routine under the rules of the New York Stock Exchange on which your broker may vote shares held in street name in the absence of your voting instructions. On non-discretionary items for which you do not give your broker instructions, the shares cannot be voted and will be treated as broker non-votes.

Required Vote

Proposal I – Election of Directors

Directors are elected by a plurality of the affirmative votes cast by those entitled to vote at the Special Meeting. Broker non-votes will count towards the quorum but will have no effect on the outcome of the vote.

Revocation of Proxy

Your execution of the enclosed proxy will not affect your right as a stockholder to attend the Special Meeting and to vote in person. Any stockholders giving a proxy has the right to revoke it at any time by either (i) a later-dated proxy, (ii) a written revocation sent to and received by the Secretary of the Company prior to the Special Meeting, or (iii) attendance at the Meeting and voting in person. If your shares are held in street name, you must follow the instructions provided by your broker or bank.

Cost of Proxy Solicitation

We will pay for the entire cost of soliciting proxies by our Board of Directors. In addition to the solicitation of proxies by mail, solicitation may be made personally or by telephone or electronic communication by our directors, officers and employees, none of whom will receive additional compensation for these services. We will reimburse brokers and other nominees for their reasonable out-of-pocket expenses incurred in connection with distributing forms of proxies and proxy materials to the beneficial owners of our Common Stock.

PROPOSAL I

ELECTION OF DIRECTORS

There is one nominee for election to the Company’s Board of Directors. The name of the person who is a  nominee for director and his positions and offices with the Company are set forth in the table below. The director to be elected will hold office until his successor is elected and duly qualified, or until such director’s earlier death, resignation, or removal.

Directors are elected by a plurality of the votes present in person or represented by proxy and entitled to vote at the Special Meeting. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the nominee named below. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee as the Board of Directors may propose. The nominee listed below has been nominated for and has agreed to stand for election and the Board has no reason to believe that the nominee will be unable to serve.

Destiny Aigbe as President, CEO, Secretary, Treasurer and Director

Mr. Destiny Aigbe, a Colorado-native currently living in the Washington, D.C. area, focuses his practice on a wide range of securities and corporate matters. His clients consist of public and private companies, investment banking firms and individual entrepreneurs. Destiny also represents issuers, underwriters, and placement agents in private and public securities offerings, including reverse mergers, initial public offerings (IPOs), secondary offerings, private placements, debt offerings, private investments in public equity (PIPEs), and equity crowdsourcing.

Destiny earned his B.S. in Finance with honors at the University of Maryland’s Robert H. Smith School of Business. He then worked for Bank of America’s Investment Banking Division, where he participated in mergers and acquisitions in the energy and power sectors. He graduated from Vanderbilt University Law School, where he focused on the Law of Finance and Mergers & Acquisitions and earned a certificate in Law and Business.

Upon graduating law school, Destiny gained experience in government contracts and employment law in various federal agencies. As part of his service at the U.S. State Department, Destiny briefed U.S. Ambassadors, diplomats, and locally-employed staff in Baghdad, Iraq and Amman, Jordan in 2012 on employment laws. After the State Department, Destiny worked as a transaction and contracts manager for the National Institutes of Health. He was involved in several Small Business Innovation Research contracts and helped entrepreneurial biotechnology, nanotechnology, pharmaceutical, and data analytics firms receive funding and grow. For several years, Destiny volunteered on the board of directors of a non-profit organization helping the homeless population in Northern Virginia.

Term of Office

Our directors are appointed to hold office until removed from office in accordance with our bylaws.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL OF THE NOMINEES IN PROPOSAL I

CORPORATE GOVERNANCE

The Board’s Role in Risk Oversight

The Board of Directors has an active role in overseeing management of the Company’s risks. The Board regularly reviews information regarding the Company’s credit, liquidity, financial condition and operations, as well as the risks associated with each.

Stockholder Communications with the Board of Directors

Stockholders may contact members of the Board of Directors by writing to them care of Spotlight Innovation, Inc., 1101 Connecticut Ave Suite 450, Washington, DC, 20036, USA.

Code of Ethics

We have not adopted a formal code of ethics statement.

The Board of Directors evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons who are also the officers and directors, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Listed below is the information as of January 15, 2021, regarding the beneficial ownership of our common stock by each person who is known by us to beneficially own more than 5% of our shares of common or preferred stock; and each named executive officer, each director and all of our directors and executive officers as group.

The number of shares beneficially owned, and the percentage of shares beneficially owned are based on 34,290,934 shares of Common Stock and 1,500,000 Series D Preferred Stock issued and outstanding as of January 15, 2021.

Each shareholder listed below possesses sole voting and investment power with respect to the shares shown.

The address of our directors and officers is 1101 Connecticut Ave Suite 450, Washington, DC, 20036, USA.

For the purposes of the information provided above, shares that may be issued upon the exercise or conversion of options, warrants and other rights to acquire shares of our common stock that are exercisable or convertible within 60 days following January 15, 2021, are deemed to be outstanding and beneficially owned by the holder for the purpose of computing the number of shares and percentage ownership of that holder, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.

DIRECTOR COMPENSATION

Compensation of Directors

In the fiscal year 2020 we have not paid director fees.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,

AND DIRECTOR INDEPENDENCE

None of the following parties has, since the beginning of our last fiscal year or during the preceding fiscal year, had any material interest, direct or indirect, in any transaction in which the amount involved exceeded the lesser of $120,000 or one percent of our average total assets at year-end for the last two completed fiscal years:

• Any of our directors or officers;
• Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;
• Any member of the immediate family (including spouse, parents, children, siblings, step-parents, step-children and in-laws) of any of the above persons or any person (other than a tenant or employee) sharing the household of any of the above persons.

OTHER MATTERS

Our Board of Directors does not know of any other matters that are to be presented for action at the Special Meeting other than those described in this Proxy Statement. Should any other matter come before the Special Meeting, however, the persons named in the enclosed proxy will have discretionary authority to vote all proxies with respect to such matters in accordance with their judgment.

By Order of the Board of Directors

Destiny Aigbe

President

January 29, 2021