CNS RESPONSE, INC. | 2013 | FY | 3


  The warrant activity for the period starting October 1, 2011, through September 30, 2013, is described as follows:
 
Warrants
 
 
Exercise Price
 
 
Issued, Surrendered or Expired in Connection With:
 
980,390
 
 
 
 
 
 
Warrants outstanding at October 1, 2011
 
613,782
 
 
$
3.00
 
 
As a result of the issuance of October 2011 Notes at a conversion of $3.00 and associated warrants to purchase common stock at an exercise price of $3.00, the ratchet provision in the October and January 2011 Notes was triggered with the resultant adjustment in the number of shares convertible at the lowered conversion price of $3.00 down from $9.00 and the consequential adjustment in the number of warrants issued to the October and January Note Holders. These warrants were subsequently forfeited pursuant to the Amended and Restated Consent, Note Amendment and Warrant Forfeiture Agreement dated October 24, 2012.
 
31,112
 
 
$
1.00
 
 
As mentioned above, the ratchet provision in the issued placement agent warrants was also triggered with the resultant adjustment in the number of warrants being issued to the placement agents. Effective on November 20, 2012 the holders of placement agent warrants agreed to remove the ratchet feature in exchange for lowering the conversion price to $1.00 per share down from $3.00 per share. This resulted in the elimination of warrant liabilities as of such date.
 
(2,823
)
 
$
0.30
 
 
Warrants were surrendered in a cash exercise for 2,823 shares.
 
696,673
 
 
$
3.00
 
 
These warrants were issued to 11 investors who purchased notes for $2,000,000 pursuant to the 2011 Bridge Purchase Agreement (October 2011 Notes).  These warrants were subsequently forfeited pursuant to the Amended and Restated Consent, Note Amendment and Warrant Forfeiture Agreement dated October 24, 2012.
 
Warrants
 
 
Exercise Price
 
 
Issued, Surrendered or Expired in Connection With:
 
5,334
 
 
$
1.00
 
 
These warrants were issued to Monarch Capital who acted as placement agents in raising $80,000 from two investors who purchased pursuant to the 2011 Bridge Note Purchase Agreement (October 2011 Notes). Effective on November 20, 2012 the holders of placement agent warrants agreed to remove the ratchet feature in exchange for lowering the conversion price to $1.00 per share down from $3.00 per share. This resulted in the elimination of warrant liabilities as of such date.
 
15,167
 
 
$
1.00
 
 
These warrants were issued to Innerkip Capital Management who acted as placement agents in raising $650,000 from three investors who purchased pursuant to the 2011 Bridge Note Purchase Agreement (October 2011 Notes). Effective on November 20, 2012 the holders of placement agent warrants agreed to remove the ratchet feature in exchange for lowering the conversion price to $1.00 per share down from $3.00 per share. This resulted in the elimination of warrant liabilities as of such date. 
 
(175,195
)
 
 
$0.30 to $54.0
 
 
Warrants expired
 
2,164,440
 
 
 
 
 
 
Warrants outstanding at September 30, 2012
 
(1,617,345
)
 
$
3.00
 
 
Warrants forfeited pursuant to the Amended and Restated Consent, Note Amendment and Warrant Forfeiture Agreement dated October 24, 2012
 
127,173
 
 
$
0.04718
 
 
These warrants were issued to Monarch Capital who acted as placement agents in raising $60,000 from one investor who purchased October 2012 Notes pursuant to the 2012 Bridge Note October Purchase Agreement.
 
519,288
 
 
$
0.04718
 
 
These warrants due to be issued to Tony Pullen who acted as placement agents in raising $350,000 from three investors who purchased October 2012 Notes pursuant to the 2012 Bridge Note October Purchase Agreement.
 
152,000
 
 
$
0.275
 
 
These warrants were issued to Monarch Capital who acted as placement agents in raising $380,000 from twelve accredited investors who purchased common stock, par value $0.001 per share, in private placement agreements dated February 20, 2013 and May 23, 2013.
 
100,000
 
 
$
0.25
 
 
These warrants were issued to D&D Securities Inc. in connection with the Company’s private offering to select accredited investors of shares of restricted common stock at a private of $0.25 per share, in a private placement agreement dated February 20, 2013.
 
52,000
 
 
$
0.275
 
 
These warrants were issued to Monarch Capital who acted as placement agents in raising $520,000 from five accredited investors who purchased common stock, par value $0.001 per share, in a private placement agreement dated May 23, 2013.
 
1,497,556
 
 
$
3.03
 
 
Warrants outstanding at September 30, 2013

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