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CNS RESPONSE, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities

July 14, 2014



Item 1.01 Entry into a Material Definitive Agreement.

Between July 8, 2014 and July 11, 2014, CNS Response, Inc. (the "Company") sold and issued an aggregate of 940,000 shares of its common stock, par value $0.001 per share ("Common Stock"), at a price of $0.25 per share, in a private placement to five accredited investors, for which it received gross cash proceeds of $235,000. These investors included our Chairman, Thomas Tierney, and Director, Robert Follman, who each purchased 400,000 shares of Common Stock for $100,000 each; an entity beneficially owned by our Director, Walter Schindler, that purchased 40,000 shares of Common Stock for $10,000; our Chief Executive Officer, George Carpenter and his wife Jill Carpenter, purchased 50,000 shares of Common Stock for $12,500; our Chief Financial Officer, Paul Buck, also purchased 50,000 shares of Common Stock for $12,500.

The related subscription agreement (the "Subscription Agreement"), dated as of July 8, 2014, between the investors and the Company provides that shares with an aggregate value of up to $1.0 million may be issued by the Company in the private placement until July 31, 2014, unless extended or terminated earlier by the Company's Board of Directors. The private placement is not subject to a minimum subscription amount and the Company cannot provide any assurances that it will receive any particular amount of proceeds in the private placement.

The private placement is being 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.

Item 3.02 Unregistered Sales of Equity Securities.

The description of the private placement and the related subscription agreement is incorporated herein by reference to Item 1.01 hereof.


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Source: Edgar Glimpses


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