Attached files
| file | filename |
|---|---|
| EX-4.3 - Emmaus Life Sciences, Inc. | v200096_ex4-3.htm |
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): October 21,
2010
CNS
RESPONSE, INC.
(Exact
name of Company as specified in its charter)
|
Delaware
|
0-26285
|
87-0419387
|
||
|
(State
or other
|
(Commission
File No.)
|
(I.R.S.
Employer
|
||
|
jurisdiction
of
|
Identification
No.)
|
|||
|
incorporation)
|
85
Enterprise, Suite 410
Aliso
Viejo, CA 92656
(Address
of principal executive offices)
(714)
545-3288
(Registrant’s
telephone number, including area code)
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:
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
|
Item
1.01
|
Entry
into a Material Definitive
Agreement.
|
The
description of the Purchase Agreement and the Security Agreement (both as
defined below) are incorporated by reference to Item 2.03 of the current report
on Form 8-K of CNS Response, Inc. (the “Company”) filed on October 7,
2010. The description of the Engagement Agreement (as defined below)
is incorporated by reference to Item 2.03 of the current report on Form 8-K of
the Company filed on October 13, 2010.
|
Item
2.03
|
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
|
On
October 1, 2010, CNS Response Inc. (the “Company”) entered into a Note and
Warrant Purchase Agreement (the “Purchase Agreement”) with two investors.
On October 7 and October 12, 2010, a third and fourth investor, respectively,
executed the Purchase Agreement. The Purchase Agreement provides for the
issuance and sale of secured convertible promissory notes (the “Notes”), for
cash or in exchange for outstanding convertible notes, in the aggregate
principal amount of up to $3,000,000 plus an amount corresponding to accrued and
unpaid interest on any exchanged notes, and warrants to purchase a number of
shares corresponding to 50% of the number of shares issuable on conversion of
the Notes (the “Warrants”). The obligations of the Company under the
terms of the Notes are secured by a security interest in the tangible and
intangible assets of the Company, pursuant to a security agreement, dated as of
October 1, 2010, by and between the Company and John Pappajohn, as
administrative agent for the holders of the Notes (the “Security
Agreement”).
On
October 21, 2010, a fifth investor executed the Purchase
Agreement. In connection therewith, the Company issued Notes in the
aggregate principal amount of $150,000 and Warrants to purchase up to 250,000
shares of common stock of the Company, to such investor on such
date. The Company received approximately $150,000 in net
proceeds from the issuance to this investor.
In
addition, on October 25, 2010, the Company issued to Monarch Capital Group LLC
(“Monarch”) a warrant (the “Placement Agent Warrant”) to purchase 33,333 shares
of common stock of the Company at an exercise price of $0.33 per share in
connection with the October 12, 2010 closing pursuant to the terms of an
engagement agreement, dated September 30, 2010, between the Company and Monarch
(the “Engagement Agreement”), as further described in the Company’s current
report on Form 8-K filed on October 13, 2010.
A more
detailed description of the Notes, the Warrants, the Purchase Agreement and the
Security Agreement is included in Item 2.03 of the Company’s current report on
Form 8-K filed on October 7, 2010 (File No. 000-26285)(the “October 7, 2010
8-K”), the Form of Note, Form of Warrant, Purchase Agreement and Security
Agreement are filed as exhibits to such Form 8-K, and such description and
exhibits are hereby incorporated herein by reference. A more detailed
description of the Engagement Agreement and Placement Agent Warrant is included
in Item 2.03 of the Company’s current report on Form 8-K filed on October 13,
2010 (File No. 000-26285)(the “October 13, 2010 8-K”), the Engagement Agreement
is filed as an exhibit to such Form 8-K and the Form of Placement Agent Warrant
is filed as Exhibit 4.3 hereto, and such description and exhibits are hereby
incorporated herein by reference.
|
Item
3.02
|
Unregistered
Sales of Equity Securities.
|
The
description of the Notes and the Warrants is incorporated herein by reference to
Item 2.03 hereof and the full text of the form of Note and form of Warrant
attached as Exhibits 4.1 and 4.2 to the October 7, 2010 8-K. The
description of the Placement Agent Warrant is incorporated herein by reference
to the October 13, 2010 8-K and the full text of the Form of Placement Agent
Warrant attached hereto as Exhibit 4.3.
The
Notes, Warrants and Placement Agent Warrant were issued by the Company under the
exemption from registration afforded by Section 4(2) of the Securities Act of
1933, as amended, and Regulation D promulgated thereunder, as they were issued
to accredited investors, without a view to distribution, and were not issued
through any general solicitation or advertisement.
2
|
Exhibit
4.1
|
Form
of Note.*
|
|
Exhibit
4.2
|
Form
of Warrant.*
|
|
Exhibit
4.3
|
Form
of Placement Agent Warrant
|
|
Exhibit
10.1
|
Note
and Warrant Purchase Agreement, dated as of October 1,
2010.*
|
|
Exhibit
10.2
|
Security
Agreement, dated as of October 1, 2010.*
|
|
Exhibit
10.3
|
Engagement
Agreement, dated September 30, 2010, between the Company and Monarch
Capital Group, LLC.**
|
*
Incorporated herein by reference to the corresponding exhibits to the Company’s
current report on Form 8-K filed on October 7, 2010.
3
SIGNATURES
Pursuant
to the Securities Exchange Act of 1934, as amended, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
CNS
Response, Inc.
|
|||
|
By:
|
/s/
Paul Buck
|
||
|
October
27, 2010
|
Paul
Buck
|
||
|
Chief
Financial Officer
|
|||