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): August 30, 2013
CNS RESPONSE, INC.
(Exact name of Company as specified in its charter)
Delaware | 001-35527 | 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)
(949) 420-4400
(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:
¨ | 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 3.02 Unregistered Sales of Equity Securities.
Between August 30, 2013 and September 12, 2013, CNS Response, Inc. (the “Company”) issued an aggregate of 886,198 shares of its common stock, par value $0.001 per share (“Common Stock”), at a per share price of $0.25, as full and complete settlement of trade debt totaling an aggregate $221,549 owed to five creditors who are also accredited investors. The creditors included SAIL Venture Management, LLC (“SAIL”), of which a Director of the Company, Walter Schindler, is the managing member. SAIL was issued 181,974 shares of common stock to settle $45,494 of expenses incurred by SAIL on behalf of the Company.
The sales of common stock were made pursuant to an exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D thereunder, as the shares of Common Stock are being issued to accredited investors, without a view to distribution, and are not issued through any general solicitation or advertisement. The shares of Common Stock have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
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 | ||
September 13, 2013 | Paul Buck | ||
Chief Financial Officer |