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 10, 2009
CNS
RESPONSE, INC.
(Exact
name of Company as specified in its charter)
|
Delaware
|
0-26285
|
87-0419387
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File No.)
|
(I.R.S.
Employer Identification No.)
|
2755
Bristol Street, Suite 285
Costa
Mesa, CA 92626
(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)
|
|
Q
|
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
8.01 Other
Events.
On August
10, 2009, CNS Response, Inc. (the “Company”) issued a press release
updating its stockholders concerning certain actions taken by Leonard Brandt, a
stockholder, current director and former Chief Executive Officer of the
Company.
The text
of the press release is included as Exhibit 99.1 to this Form 8-K and is
incorporated herein by reference.
Additional Information and
Where to Find It
The
attached press release may be deemed to be solicitation material in respect of
the matters to be considered at the Company’s 2009 Annual Meeting of
Stockholders and/or the purported special meeting called by Mr. Len Brandt.
The
Company intends to file a proxy statement with the Securities and Exchange
Commission (“SEC”) in connection with that meeting. SECURITYHOLDERS ARE URGED TO
READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE
FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Security holders will be able to receive the proxy
statement and other relevant documents free of charge at the SEC’s Web site at
www.sec.gov or from the Company at 2755 Bristol Street, Suite 285, Costa Mesa,
CA 92626.
Participants in
Solicitation
CNS and
its directors (other than Leonard J. Brandt) and executive officer (George
Carpenter, who also serves as a director) may be deemed to be participants in
the solicitation of proxies in respect of the matters to be considered at the
Company’s 2009 Annual Meeting of Stockholders and/or the purported special
meeting called by Mr. Len Brandt. Security holders may obtain
information regarding the names, affiliations and interests of such individuals
in CNS’s Form 10-K and Form 10-K/A filings with the SEC on January 13, 2009 and
January 28, 2009, respectively. To the extent holdings of CNS
securities have changed since the amounts reflected in those filings, such
changes have been or will be reflected on Statements of Change in Ownership on
Form 4 or Form 5 filed by those persons with the SEC. Additional information
regarding the interests of these persons in these matters will be
included in its definitive proxy statement.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits
The
following exhibit is filed herewith:
|
|
|
|
99.1
|
Press
Release dated August 10, 2009.
|
|
|
|
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/
George Carpenter
|
|
August 10,
2009
|
|
George
Carpenter
|
|
|
|
Chief
Executive Officer
|
Exhibit
Index
|
|
|
|
99.1
|
Press
Release dated August 10, 2009.
|
|
|
|