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):   September 6, 2012

CNS RESPONSE, INC.

(Exact name of Company as specified in its charter)

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:

The description of the August 2012 Bridge Financing Purchase Agreement (as defined below) is incorporated by reference to Item 2.03 hereof and of the August 8-K (as defined below). 

As previously disclosed, on August 17, 21 and 22, 2012, CNS Response, Inc. (the “Company”) issued senior secured convertible promissory notes (the “August 2012 Bridge Notes”) pursuant to a new Note Purchase Agreement (the “Bridge Financing Purchase Agreement”) in connection with a bridge financing (the “Bridge Financing”). On September 6, 2012, the Company issued to an accredited investor, pursuant to the Bridge Financing Purchase Agreement, a fifth August 2012 Bridge Note in the aggregate principal amount of $100,000 for gross proceeds to the Company of $100,000. This investor had previously been issued an August 2012 Bridge Note for $100,000 on August 21, 2012. This brings the aggregate principal amount of August 2012 Bridge Notes issued to $400,000.

The Bridge Financing Purchase Agreement provides for the issuance and sale of August 2012 Bridge Notes in the aggregate principal amount of up to $2,000,000, in one or multiple closings to occur no later than October 15, 2012. The Bridge Financing Purchase Agreement also provides that the Company and the holders of the August 2012 Bridge Notes will enter into a registration rights agreement covering the registration of the resale of the shares underlying the August 2012 Bridge Notes.

The consummation of the Bridge Financing and issuance of the August 2012 Bridge Notes, and corresponding security interest, must be approved by the holders of a majority in aggregate principal amount outstanding (“Majority Holders”) of each tranche of our secured convertible promissory notes issued in October and November 2010 (the “October 2010 Notes”), secured convertible promissory notes issued between January and April 2011 (the “January 2011 Notes”), secured convertible promissory notes issued between October 2011 and January 2012 (the “October 2011 Notes”) and an unsecured convertible promissory note issued in February 2012 (the “February 2012 Note”). If the Company does not obtain such consent, the holders could declare a default under such notes and seek all remedies available under such notes. So far, the Company has received indications from the Majority Holders of each of the tranches of notes that they would approve the Bridge Financing, issuance of the August 2012 Bridge Notes, and corresponding security interest; however, it is still negotiating the precise terms of the related approval and there can be no assurances that the Company will obtain such approval. The October 2010 Notes and January 2011 Notes are repayable on October 1, 2012, the October 2011 Notes are repayable beginning October 18, 2012, and the February 2012 Note is repayable on February 28, 2013. The Company currently does not have sufficient funds to repay these tranches of notes.

The description of the terms of the August 2012 Bridge Notes, Bridge Financing Purchase Agreement and the second amended and restated security agreement, dated as of August 16, 2012, between the Company and David Jones, as administrative agent for the secured parties (the “Second Amended and Restated Security Agreement”) is incorporated herein by reference to Item 2.03 of the Company’s Current Report on Form 8-K filed on August 24, 2012 (the “August 8-K”), and is qualified in its entirety by reference to the forms of the August 2012 Bridge Note, Bridge Financing Purchase Agreement, and Second Amended and Restated Security Agreement, filed as Exhibits 4.1, 10.1 and 10.2, respectively, to the August 8-K, which are incorporated herein by reference.

The description of the August 2012 Bridge Notes is incorporated herein by reference to Item 2.03 of the August 8-K and the full text of the form of August 2012 Bridge Note is incorporated herein by reference to Exhibit 4.1 to the August 8-K.

The August 2012 Bridge Notes were issued by the Company under the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder, as they were issued to accredited investors, without a view to distribution, and were not issued through any general solicitation or advertisement.

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.