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 31, 2009
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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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Q
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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
8.01 Other
Events.
George
Carpenter, the Chief Executive Officer of CNS Response, Inc. (the “Company”)
posted a letter to stockholders of the Company on the Company’s website
today. This letter also may be mailed or otherwise delivered to
Company stockholders.
The
letter is included as Exhibit 99.1 to this Form 8-K and is incorporated herein
by reference.
______________________________________
Additional Information and
Where to Find It
CNS
Response, Inc. (the “Company”) intends to file one or more a proxy statements
with the Securities and Exchange Commission (“SEC”) in connection with its
Annual Meeting of Stockholders and one or more purported meetings called by a
stockholder of the Company, Leonard Brandt. CNS SECURITYHOLDERS ARE
URGED TO READ THE PROXY STATEMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR
THAT WILL BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Stockholders will be able to receive the proxy
statement and other relevant documents free of charge at the SEC’s website 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 the purported special meeting
called by Leonard Brandt or any consent solicitation undertaken by Brandt.
Securityholders 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 of the participants 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 the Company’s definitive proxy
statements.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits
The
following exhibit is filed herewith:
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99.1
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Press
Release dated August 31, 2009.
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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/
George Carpenter
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August 31,
2009
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George
Carpenter
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Chief
Executive Officer
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Exhibit
Index
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99.1
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Press
Release dated August 31, 2009.
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