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):  September 20, 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 September 20, 2013 and September 30, 2013, CNS Response, Inc. (the “Company”) issued an aggregate of 1,122,120 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 $280,530 owed to nine creditors who are also accredited investors.

  

The sale of common stock was 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 were issued to accredited investors, without a view to distribution, and was 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  
October 4, 2013   Paul Buck  
    Chief Financial Officer