Attached files
| file | filename |
|---|---|
| EX-4.1 - Emmaus Life Sciences, Inc. | v190323_ex4-1.htm |
| EX-4.2 - Emmaus Life Sciences, Inc. | v190323_ex4-2.htm |
| EX-99.1 - Emmaus Life Sciences, Inc. | v190323_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): July 5,
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.
EmployerIdentification
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 2.03
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Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
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On July 5, 2010, CNS Response Inc. (the
“Company”) issued two unsecured promissory notes (each, a “Note”) in the
aggregate principal amount of $250,000 to Deerwood Partners LLC and Deerwood
Holdings LLC (collectively, the “Investors”), with each Investor purchasing a
Note in the aggregate principal amount of $125,000. The Notes mature
on December 15, 2010. The Company received $250,000 in gross proceeds
from the issuance of the Notes.
On July 5, 2010, SAIL Venture Partners
L.P. (the “Guarantor”), of which the Company’s director David Jones is a
managing partner, issued an unconditional guaranty (each, a “Guaranty”)
to each Investor, guaranteeing the prompt and complete payment when due of all
principal, interest and other amounts under each Note. The
obligations under each Guaranty are independent of the Company’s obligations
under the Notes and separate actions may be brought against the
Guarantor. The Company has agreed to indemnify the Guarantor and
grant to the Guarantor a security interest in its assets in connection with the
Guaranties.
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). In addition, pursuant
to a separate agreement that the Company is entering into with each Investor
(the “Conversion Agreement”), each Investor will have the right to convert their
Note into shares of the Company’s common stock at a conversion price of $0.50,
subject to customary anti-dilution adjustments. The Company has also
agreed to grant an equivalent right to John Pappajohn, a member of the Board of
Directors of the Company (the “Board”), in connection with his loan dated June
3, 2010.
The managing members of each of Deerwood
Partners LLC and Deerwood Holdings LLC are George J. Kallins, M.D. and his
spouse Bettina Kallins. As disclosed in Item 5.02 hereof, Dr.
Kallins was appointed to the Board on July 5, 2010.
The foregoing description of the Notes
and Guaranties does not purport to be complete and is qualified in its entirety
by reference to the full text of the form of Note and form of Guaranty, which
are filed as Exhibits 4.1 and 4.2 hereto. The foregoing description
of the Conversion Agreement does not purport to be complete and is qualified in
its entirety by reference to the full text of the agreement, which is to be
filed or incorporated as an exhibit to the Company’s annual report on Form 10-K
for the fiscal year ended September 30, 2010.
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Item 3.02
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Unregistered Sales of Equity
Securities.
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The description of the conversion
feature of the Notes is incorporated herein by reference to Item 2.03 hereof and
the full text of the Conversion Agreement. The Notes were issued by
the Company under the exemption from registration afforded by Section 4(2) of
the Securities Act of 1933, as amended, as transactions by the Company not
involving a public offering.
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Item 5.02
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Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain
Officers.
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On July 5, 2010, the Board appointed
George J. Kallins, M.D. to serve as a member of the Board.
In connection with his appointment, Dr.
Kallins was granted a stock option to purchase 250,000 shares of the Company’s
common stock at an exercise price of $0.40, the most recent transaction price
quoted for the Company’s common stock as of July 5,
2010. The stock option vests in 36 equal monthly installments over a
three year period commencing on July 5, 2010.
The description of Dr. Kallins’
relationship to the Investors is incorporated herein by reference to Item 2.03
hereof.
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Item 8.01
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Other
Events.
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On July 7, 2010, the Company issued a
press release announcing the publication of an article in the Journal of
Psychiatric Research regarding the use of Referenced-EEG® in
pharmacotherapy. The text of the release is attached hereto as
Exhibit 99.1 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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4.1
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Form of Unsecured Promissory
Note
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4.2
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Form of
Guaranty
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99.1
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Press Release of the Company,
dated July 7, 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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July 9,
2010
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By:
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/s/ George Carpenter | |
| George Carpenter | |||
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Chief Executive
Officer
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