Attached files
| file | filename |
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| EX-99.1 - Emmaus Life Sciences, Inc. | v175335_ex99-1.htm |
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): February 18, 2010
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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85
Enterprise, Suite 410
Aliso
Viejo, CA 92656
(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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o
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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
5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Entry into Employment
Agreement with Paul Buck
In connection with his appointment to
the position of Chief Financial Officer, the Company entered into an employment
agreement with Mr. Buck. Pursuant to the agreement, Mr. Buck will
serve as the Company’s Chief Financial Officer on an “at will” basis and will be
paid a salary of no less than $208,000 per annum, which is subject to upward
adjustment at the discretion of the Chief Executive Officer or the Board of
Directors of the Company. The employment agreement also provides that Mr. Buck
will receive an option to purchase 450,000 shares of the Company’s common stock
upon the adoption by the Company of its 2010 Stock Incentive
Plan. Mr. Buck will be entitled to four weeks vacation per annum,
health and dental insurance coverage for himself and his dependents, and other
benefits that the Company may offer its employees from time to time. As Mr.
Buck's employment is on an "at-will" basis, he may terminate his employment with
the Company for any reason or for no reason. Similarly, the Company may
terminate Mr. Buck's employment with or without cause. If the Company terminates
Mr. Buck's employment without cause or Mr. Buck terminates his employment with
the Company for good reason, Mr. Buck shall be eligible to receive as severance
his salary and benefits for a period equal to six months payable in one lump sum
upon termination. If Mr. Buck is terminated by the Company for cause, or if Mr.
Buck terminates his employment other than for good reason, he will not be
entitled to any severance.
Mr. Buck
does not have any family relationship with any director, executive officer or
person nominated or chosen by the Company’s Board of Directors to become a
director or executive officer. On December 24,
2009, the Company completed a second closing of its private placement in which
it received gross proceeds of approximately $3 million, which
included $54,000 invested by Mr. Buck. In exchange for his
investment, the Company issued to Mr. Buck 180,000 shares of its common stock
and a five year non-callable warrant to purchase 90,000 shares of its common
stock at an exercise price of $0.30 per share. This investment was
completed with the identical terms as received by all other investors in the
Company’s private placement closings that took place on August 26, 2009,
December 24, 2009, December 31, 2009 and January 4, 2010. Other than
as described above, Mr. Buck did not have any material interest, direct or
indirect, in any transaction to which the Company was a party since October 1,
2007, or which is presently proposed.
The
Company issued a press release announcing Mr. Buck’s appointment. A
copy of the press release is included as Exhibit 99.1 to this Form 8-K and is
incorporated herein by reference.
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Item
9.01.
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Financial
Statements and
Exhibits
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(d)
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Exhibits.
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The
following exhibit is filed herewith:
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Exhibit
Number
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Description
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99.1
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Press
release issued by CNS Response, Inc., dated February 18,
2010.
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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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February
24, 2010
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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 Issued by CNS Response on February 18,
2010.
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