CNS
Response, Inc. Responds to Purported Meeting Conducted By
Dissident
Former CEO Len Brandt
Costa Mesa, CA – September 4, 2009 – CNS Response, Inc.
(OTCBB:CNSO) Chief Executive Officer George Carpenter stated, “Many of
the stockholders have contacted our offices about the supposed "stockholder
meeting" conducted by Len Brandt this afternoon. We are sorry for the
confusion that Brandt has created.
The
company does not recognize this meeting. It was not validly called or
properly noticed. Any actions purportedly taken at the meeting, therefore,
are invalid. Despite what Leonard Brandt may now claim, there has been no
change in the Board of Directors of CNS Response, Inc.
In fact,
taking away Len Brandt's votes for himself and his own nominees, only a small
fraction of the outstanding common stock of the Company apparently voted in
favor of Brandt's slate of directors at his purported meeting. Based on
the current shares of CNS Response stock outstanding, there would not have been
a quorum of current stockholders at today's meeting. Thus Mr. Brandt today
attempted to disenfranchise the great majority of the stockholders of the
Company.
Brandt
has failed to get a quorum at six or seven prior meetings. Even operating
under his own incorrect assertions about what he needed today to show a quorum,
he only reached that number by counting "no" votes and abstentions.
The
Company is not going to permit Brandt to disenfranchise its stockholders.
We are going to follow through with our plan to have a fair meeting in which all
of the current stockholders will elect directors at the Company's Annual Meeting
which, as previously announced, will be held on September 29, 2009 at 10:00 a.m.
PDT at the Island Hotel in Newport Beach, CA. The only effect of Brandt's
actions today is to continue to disrupt the Company and cause CNS to incur
expense in addressing his actions.”
Additional
Information and Where to Find It
This
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. Brandt. The Company has filed
preliminary proxy statements with the Securities and Exchange Commission
(“SEC”). These materials are not a substitute for the definitive
proxy statement or any other documents the Company will file with the SEC.
Stockholders are urged to read the definitive proxy statements and any other
such documents, when available, which will contain important
information.
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CNS
Response, Inc. Responds to Purported Meeting Conducted By Dissident Former CEO
Len Brandt
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CNS
stockholders may obtain free copies of the proxy statements and related
documents filed by the Company and other documents filed with the Securities and
Exchange Commission at the Securities and Exchange Commission’s web site at
www.sec.gov.
CNS
stockholders also will be able to receive the proxy statement, when available,
and other relevant documents free of charge from the Company at 2755 Bristol
Street, Suite 285, Costa Mesa, CA 92626.
Participants
in Solicitation
CNS and
its directors and executive officers and other members of management and
employees 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. Brandt.
Information regarding the interests of the Company’s directors and
executive officers in the proxy contest will be included in the Company’s
definitive proxy statement.
About
CNS Response
Today,
most physicians are able to base treatment on objective test data, such as EKGs,
MRIs, blood tests, etc. Broadly speaking, such advances have not yet
come to those physicians practicing psychiatry.
CNS
Response has developed a patented data-analysis capability that, with the help
of a simple, non-invasive EEG, will analyze a patient’s brain waves and compare
the results to an extensive patient outcomes database. The process produces a
rEEG® report providing a psychiatrist with guidance to personalize medication
regimens for a patient, based on the patient’s own brain physiology. To read
more about the benefits this patented technology provides physicians, patients
and insurers, please visit the CNS Response website,
www.cnsresponse.com.
Safe
Harbor Statement Under the Private Securities Litigation Reform Act of
1995
Except
for the historical information contained herein, the matters discussed are
forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, as amended. These statements
involve risks and uncertainties as set forth in the Company's filings with the
Securities and Exchange Commission. These risks and uncertainties could cause
actual results to differ materially from any forward-looking statements made
herein.
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