Attached files
file | filename |
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EX-10.3 - Emmaus Life Sciences, Inc. | v187590_ex10-3.htm |
EX-10.2 - Emmaus Life Sciences, Inc. | v187590_ex10-2.htm |
EX-10.1 - Emmaus Life Sciences, Inc. | v187590_ex10-1.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): June 3,
2010
CNS
RESPONSE, INC.
(Exact
name of Company as specified in its charter)
Delaware
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0-26285
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87-0419387
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(State
or other
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(Commission
File No.)
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(I.R.S.
Employer
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jurisdiction
of
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Identification
No.)
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incorporation)
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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:
o
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
|
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
2.03
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Creation
of a Direct Financial Obnligation or an Obligation under an Off-Balance
Sheet Arrangement of a
Registrant.
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On June 3, 2010, CNS Response Inc. (the
“Company”) entered into a Bridge Note and Warrant Purchase Agreement (the
“Purchase Agreement”) with John Pappajohn (“Investor”), pursuant to which, on
June 3, 2010, Mr. Pappajohn loaned the Company $250,000. The note
relating to the loan matures on December 2, 2010.
The Purchase Agreement provides for the
Investor to purchase two secured promissory notes (each, a “Note”) in the
aggregate principal amount of $500,000, with each Note in the principal amount
of $250,000. The Company has agreed to issue to the Investor a
warrant to purchase up to 250,000 shares of common stock (the “Warrant”) only
upon the issuance of the second Note, at an exercise price (subject to customary
anti-dilution adjustments) equal to the fair market value per share at the time
of issuance of the Warrant. Issuance of the Warrant to the Investor
is subject to and conditioned upon the purchase by the Investor of the second
Note. The Company and the Investor will execute a registration rights
agreement covering the securities issuable upon exercise of the
Warrant.
Each Note accrues interest at a rate of
9% per annum which will be paid together with the repayment of the principal
amount at the earliest of (i) the maturity date; (ii) prepayment of the Note at
the option of the Company (iii) closing of a financing in which the aggregate
proceeds to the Company are not less than $3,000,000 or (iv) the occurrence of
an Event of Default (as defined in the Note). The Purchase Agreement
and each Note grants the Investor a senior security interest in and to all of
the Company’s existing and future right, title and interest in its tangible and
intangible property. Each Note includes provisions intended to
protect the right of the holder of the Note.
The Purchase Agreement, form of Note,
and form of Warrant are attached as Exhibits 10.1, 10.2 and 10.3 hereto and are
incorporated by reference herein. The foregoing description of the Purchase
Agreement and the Notes and Warrant issuable pursuant thereto does not purport
to be complete and is qualified in its entirety by reference to the full text of
the aforementioned exhibits.
Item
9.01
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Financial
Statements and Exhibits.
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Exhibit
10.1
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Bridge
Note and Warrant Purchase Agreement, dated as of June 3, 2010, between CNS
Response, Inc. and John Pappajohn.
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Exhibit
10.2
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Form
of Note.
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Exhibit
10.3
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Form
of Warrant.
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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.
CNS
Response, Inc.
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By:
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/s/
George Carpenter
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June
7, 2010
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George
Carpenter
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Chief
Executive Officer
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