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): April 29, 2011
CNS RESPONSE, INC.
(Exact name of Company as specified in its charter)
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Delaware
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0-26285
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87-0419387
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(State or other
jurisdiction of
incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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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:
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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 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On April 29, 2011, the Board of Directors (the “Board”) of CNS Response, Inc. (the “Company”) appointed Chief Executive Officer George Carpenter to the position of President of the Company. Dr. Daniel Hoffman, who served as President since April 2009, continues to serve as Chief Medical Officer of the Company. On April 29, 2011, the Board also appointed director David B. Jones as the Board’s Chairman, which position was previously held by Mr. Carpenter.
The additional information required to be disclosed regarding Mr. Carpenter pursuant to Item 5.02(c) of Form 8-K is incorporated herein by reference to “Item 10. Directors, Executive Officers and Corporate Governance” and “Item 13. Certain Relationships and Related Transactions, and Director Independence” included in the Company’s annual report on Form 10-K for the year ended September 30, 2010.
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.
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CNS Response, Inc.
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By:
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/s/ Paul Buck
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May 5, 2011
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Paul Buck
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Chief Financial Officer
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