UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Amendment No. 1 to

 

FORM 10-Q

 

(Mark One)

  

x        Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

  

For the quarterly period ended December 31, 2012

  

¨         Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

  

 

For the transition period from __________________ to ______________________.

 

Commission file number 001-35527

 

CNS Response, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   87-0419387
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)

 

85 Enterprise, Suite 410

Aliso Viejo, CA 92656

(Address of principal executive offices) (Zip Code)

 

(949) 420-4400

(Registrant’s telephone number, including area code)

 

(Former name, former address, former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 

Yes x No ¨

  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 

Yes x No ¨

  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ¨ Accelerated filer   ¨
       
Non-accelerated filer   ¨   (Do not check if smaller reporting company) Smaller reporting company   x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

 

As of February 14, 2013, the issuer had 18,182,867 shares of common stock, par value $.001 per share, issued and outstanding.

   

 
 

  

EXPLANATORY NOTE

 

The sole purpose of this amendment to our Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2012, originally filed with the Securities and Exchange Commission on February 19, 2013 (the “Original Form 10-Q”), is to furnish the exhibits required by Item 601(b)(101) (Interactive Data File) of Regulation S-K.

 

No other changes have been made to the Original Form 10-Q and the Original Form 10-Q has not been updated to reflect events occurring subsequent to the original filing date.

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  CNS Response, Inc.
       
       
Date: February 22, 2013   /s/ George Carpenter  
  By: George Carpenter  
  Its: Chief Executive Officer  
    (Principal Executive Officer)  
       
       
       
    /s/ Paul Buck  
  By: Paul Buck  
  Its: Chief Financial Officer  
    (Principal Financial Officer)  

  

 
 

 

Item 6.Exhibits

 

The following exhibits are filed or furnished as part of this report or incorporated by reference herein:

 

Exhibit    
Number   Exhibit Title
     
10.75   Form of Secured Convertible Promissory Note (“October 2012 Note”). Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K/A (File Number 001-35527) filed with the Securities and Exchange Commission on November 13, 2012.
     
10.76   Form of Amended and Restated Note Purchase Agreement. Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K/A (File Number 001-35527) filed with the Securities and Exchange Commission on November 13, 2012.
     
10.77   Amended and Restated Consent, Note Amendment and Warrant Forfeiture Agreement, dated as of October 24, 2012. Incorporated by reference to Exhibit 10.77 to the Registrant’s Quarterly Report on Form 10-Q (File Number 001-35527) for the period ended December 31, 2012.
     
10.78   Form of Governance Agreement with Equity Dynamics, Inc. Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File Number 001-35527) filed with the Securities and Exchange Commission on December 4, 2012.
     
10.79   Form of Governance Agreement with SAIL Capital Partners. Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File Number 001-35527) filed with the Securities and Exchange Commission on December 4, 2012.
     
10.80   Form of Employment Compensation Forfeiture and Exchange Agreement. Incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File Number 001-35527) filed with the Securities and Exchange Commission on December 4, 2012.
     
31.1   Certification of Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Incorporated by reference to Exhibit 31.1 to the Registrant’s Quarterly Report on Form 10-Q (File Number 001-35527) for the period ended December 31, 2012.
     
31.2   Certification of Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002. Incorporated by reference to Exhibit 31.2 to the Registrant’s Quarterly Report on Form 10-Q (File Number 001-35527) for the period ended December 31, 2012.
     
32.1   Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002. Incorporated by reference to Exhibit 32.1 to the Registrant’s Quarterly Report on Form 10-Q (File Number 001-35527) for the period ended December 31, 2012.
     
101.INS   XBRL Instance Document*
     
101.SCH   XBRL Taxonomy Extension Schema*
     
101.CAL   XBRL Taxonomy Extension Calculation Linkbase*
     
101.DEF   XBRL Taxonomy Extension Definition Linkbase*
     
101.LAB   XBRL Taxonomy Extension Label Linkbase*
     
101.PRE   XBRL Taxonomy Extension Presentation Linkbase*

 

* Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are not deemed filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are not deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are otherwise not subject to liability under those sections.