UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO
§ 240.13d-2(a)
CNS RESPONSE, INC.
(Name of Issuer)
Common Stock
(Title of Class of
Securities)
12619C101
(CUSIP Number)
|
John Pappajohn
c/o
Equity Dynamics Inc.
666
Walnut Street, Suite 2116
Des
Moines, IA 50309
(515)
244-2346
|
(Name, Address and Telephone Number of
Person
Authorized to Receive Notices and
Communications)
February 23, 2010
(Date of Event Which Requires Filing of
This Statement)
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject
of this Schedule 13D, and is filing this schedule because of
§§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box
x.
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See § 240.13d-7 for other
parties to whom copies are to be sent.
_______________
* The remainder of this cover
page shall be filled out for a reporting person’s initial filing on this form
which respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a
prior cover page.
The information required on the
remainder of this cover page shall not be deemed to be “filed” for the purpose
of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act.
CUSIP NO. 12619C101
|
1
|
NAMES OF REPORTING
PERSONS
JOHN
PAPPAJOHN
|
|
2
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF
FUNDS
PF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
USA
|
|
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
11,720,912
|
|
8
|
SHARED VOTING
POWER
0
|
|
9
|
SOLE DISPOSITIVE
POWER
11,720,912
|
|
10
|
SHARED DISPOSITIVE
POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
11,720,912
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
19.7%
|
|
14
|
TYPE OF REPORTING
PERSON
IN
|
ITEM 1. Security and
Issuer.
This statement relates to the common
stock, $0.001 par value (the “Common
Stock”), of CNS Response,
Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal
executive offices are located at 85 Enterprise, Suite 410, Aliso Viejo, CA
92656.
ITEM 2. Identity and
Background.
(a) The name of the reporting person is Mr.
John Pappajohn (the “Reporting
Person”).
(b) The business address of the Reporting
Person is c/o Equity Dynamics Inc., 666 Walnut Street, Suite 2116, Des Moines,
IA 50309.
(c) The Reporting Person is the President
and sole owner of Pappajohn Capital Resources, a venture capital firm, and
President and sole owner of Equity Dynamics, Inc., a financial consulting firm,
both located in Des Moines, Iowa.
(d) During the last five years, the
Reporting Person has not been convicted in a criminal
proceeding.
(e) During the last five years, the
Reporting Person has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
(f) The Reporting Person is a citizen of
United States of America.
ITEM 3. Source and Amount of Funds or
Other Consideration.
Reference
is made to the disclosure set forth under Item 4 of this Schedule 13D, which
disclosure is incorporated herein by reference. The
consideration used in making the purchases described in Item 4 of this Schedule
13D were personal funds of the Reporting Person.
ITEM 4. Purpose of
Transaction.
On
February 23, 2010 the Reporting
Person exercised a warrant to purchase 2,333,333 shares of Common Stock
(referred to as the “June
Investment Warrant” below) and was issued 1,720,910 shares of Common
Stock in a net issue exercise of such warrant.
On August
26, 2009, the Issuer completed an equity financing transaction yielding gross
proceeds of approximately $2 million. Pursuant to the terms of the
June Investment Note (described below) held by the Reporting Person, (i) such note was
therefore automatically converted into 3,333,334 shares of Common Stock
and (ii) the Reporting Person
received a five year non-callable warrant to purchase 1,666,667 shares of
Common Stock at an exercise price of $0.30 per share (the “August Conversion
Warrant”).
In
connection with the August 26, 2009 equity financing, the Reporting Person invested
$1,000,000 in the Issuer. In exchange for this investment, the
Reporting Person received an additional 3,333,333 shares of Common Stock and a
five year non-callable warrant to purchase 1,666,667 shares of Common Stock at
an exercise price of $0.30 per share (the “August Investment
Warrant”). This terms of this investment were identical to the
terms received by all other investors in the Issuer’s private placement that
closed on August 26, 2009, December 24, 2009, December 31, 2009 and January 4,
2010.
On June
12, 2009, the Issuer and the
Reporting Person entered into a Bridge Note and Warrant Purchase
Agreement (the “Purchase
Agreement”), pursuant to which the Reporting Person purchased a
Secured Convertible Promissory Note in the principal amount of $1,000,000 from
the Issuer (the “June
Investment Note”). In order to
induce the Reporting Person
to purchase the June Investment Note, the Issuer issued to the Reporting
Person a warrant to purchase up to 2,333,333 shares of Common Stock (the
“June Investment Warrant”) and issued to
relatives of the Reporting Person
warrants to purchase up to a total of 1,000,000 shares, all at a purchase
price equal to $0.30 per share. As described above, the June
Investment Warrant was exercised by the Reporting Person on a net issue exercise
basis on February 23, 2010 for an aggregate of 1,720,910 shares of Common
Stock.
The
June Investment Note had provided that the principal amount of $1,000,000
together with a single premium payment of $90,000, was due and payable, unless
sooner converted into shares of Common Stock (as described below), upon the
earlier to occur of: (i) a declaration by the Reporting Person on or after
June 30, 2010 that such amounts were due and payable or (ii) an event of default
as defined in the June Investment Note. The June Investment Note had
been secured by a lien on substantially all of the Issuer’s assets (including
all intellectual property). In the event of a liquidation,
dissolution or winding up of the Issuer, unless the Reporting Person informed the
Issuer otherwise, the Issuer would have been required to pay the Reporting Person an amount
equal to the product of 250% multiplied by the then outstanding principal amount
of the June Investment Note and the premium payment.
The
June Investment Note had also contained a provision that, in the event the
Issuer consummated an equity financing transaction of at least $1,500,000
(excluding any and all other debt that is converted) with the principal purpose
of raising capital, the then outstanding principal amount of the June Investment
Note (but excluding the premium payment, which was to be repaid in cash at the
time of such equity financing) would be automatically converted into the
securities issued in the equity financing by dividing such amount by the per
share price paid by the investors in such financing. As described
above, the June Investment Note was automatically converted into 3,333,334
shares of Common Stock as a result of the August 26, 2009 equity
financing.
ITEM 5. Interest in Securities of the
Issuer.
Reference is made to the disclosure set
forth under Item 4 of this Schedule 13D, which disclosure is incorporated herein
by reference.
(a) As of the date of this filing, the
Reporting Person beneficially owns 11,720,912 shares of Common Stock of the Issuer,
which represents approximately 19.7% of a total of 56,023,921 shares of Common
Stock of the Issuer outstanding as of March 24, 2010. Of the 11,720,912 shares beneficially
owned by the Reporting Person, he owns 8,387,578 shares directly, while
an additional 3,333,334 shares are issuable upon exercise of warrants held by
the Reporting Person.
(b) The Reporting Person may be
deemed to hold sole power to vote and to dispose of the 11,720,912 shares of the
Issuer’s Common Stock described in (a) above.
(c) On
February 23, 2010, the Reporting
Person exercised a warrant to purchase 2,333,333 shares of Common Stock
and was issued 1,720,910 shares of Common Stock in a net issue exercise pursuant
to the terms of such warrant. The Reporting Person has effected
no other transactions in the Issuer’s Common Stock during the past 60 days;
however, the Reporting Person was granted options to purchase 250,000 shares of
the Issuer’s Common Stock as a member of the Issuer’s board of directors on
March 3, 2010, which grant is subject to the approval of the Issuer’s
stockholders of certain amendments to the Issuer’s 2006 Stock Incentive Plan at
the Issuer’s annual meeting of stockholders. The options have an
exercise price of $0.55 and vest in 36 equal monthly installments.
(d) No
person other than the Reporting Person is known to have the right to receive, or
the power to direct the receipt of, dividends from, or proceeds from the sale
of, the shares of Common Stock reported in this to Schedule 13D.
(e) Not
applicable.
ITEM 6. Contracts, Arrangements,
Understandings or Relationships With Respect to Securities of the
Issuer.
Other than the arrangements discussed in
Item 4 of this Schedule 13D, the discussion of which is incorporated by
reference herein, there are no other contracts, arrangements, understandings or
relationships among the Reporting Person, or between the Reporting Person and
any other person, with respect to the securities of the
Issuer.
ITEM 7. Material to be filed as
Exhibits.
None.
CUSIP NO. 12619C101
SIGNATURES
After reasonable inquiry and to the best
of their knowledge and belief, the undersigned certify that the information set
forth in this statement is true, complete and correct.
|
Dated: April 16,
2010
|
|
|
|
|
|
/s/
John Pappajohn
|
|
|
|
JOHN
PAPPAJOHN
|
|