Leonard J. Brandt Issues Statement Regarding CNS Response, Inc.
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Management Issues 9.5 Million New Shares to Directors and Affiliates and Doesn`t
Want You to Vote
IRVINE, Calif.--(Business Wire)--
Leonard J. Brandt today issued the following statement:
The stockholders of CNS Response, Inc. (OTCBB: CNSO) have been told not to vote
by CNS Response, Inc.'s incumbent Board and management. Some of the major
stockholders of CNS are finding that suspicious, in light of the incumbents'
issuing 9.5 million new shares in the past week, which could affect the vote at
future meetings, but will not count at this Special Meeting, those stockholders
maintain.
In the stockholder vote this Friday, the stockholders of CNS may elect a slate
of directors that consists of business and academic leaders including medical
CEO`s and a Dean of Medical Research at University of California at Irvine and
co-founder Len Brandt. Brandt, the former CEO and only current Director on the
slate, comments, "My opinion, after listening to plans presented to the board on
June 18, is that this board was highly conflicted between their own interests
and those of the stockholders. I am delighted that stockholders, physicians and
scientific advisers have come together to support a change."
In the past week two venture capital insider stockholders of the incumbent Board
have bought 9.5 million shares, plus long-term warrants to purchase about 4.8
million more shares. None of the candidates on Brandt's slate likes what has
been going on with the financing of CNS recently, and they are courageously
trying to undo the damage. Anthony Morgenthau of EAC Investment Limited
Partnership, a significant stockholder, doesn`t understand why one insider
received 3.33 million warrants in an earlier bridge loan either, and he believes
the company had better alternatives.
Len explains, "My slate sees CNS Response reaching a breakthrough in medical
technology that could build large and sustainable value for all stockholders.
Within months, CNS expects to definitively demonstrate a major breakthrough in
psychiatric treatment. It`s not surprising that financial interests might want
the inside track to take advantage of this situation. The Board is supposed to
protect stockholders from this. I think they were conflicted. And now they want
to raise even more capital by selling stock and warrants at such a low price. I
don`t see how any independent person thinks that is fair or necessary shortly
before announcing results of the pivotal clinical trial, the most important
event in the commercialization of the company."
Aside from asking stockholders not to vote, the incumbents have tried and failed
to stop this meeting in Delaware State Court and in U.S. Federal District Court.
They also have tried to stop the stockholders from replacing directors by
changing the Bylaws of the company. "When all else seemed to fail, they began to
ask the stockholders not to vote, in hopes of negating the Special Meeting with
a low turnout. This Friday`s proxy provides stockholders the opportunity to
preserve their rights, and provides incumbents the opportunity to better explain
and become responsible for their actions."
The Special Meeting of Stockholders of CNS Response, Inc. will be held this
Friday, September 4, 2009, at 1 p.m. Eastern Daylight Time. The deadline for
voting is less than two days away. At the Special Meeting, Len believes that the
CNS stockholders have an opportunity to vote to elect a new slate of directors
to the Board of Directors who are focused on proper completion and deployment of
the product, all stockholders participating in the success of the business, and
working to repair CNS' corporate image.
"The deadline for submitting your proxies to me, practically speaking, is
tomorrow, Thursday, September 3, 2009," adds Len. "If you have not voted, send
in your signed proxy via fax to (949) 743-2785 as indicated on the proxy form.
Faxing the proxy will expedite handling and best assures that your vote will be
counted. Even stockholders that want to abstain should fax in their vote
indicating abstain on the proposals, and let an informed majority of the
company`s current stockholders decide the outcome."
How to Obtain a Proxy
The definitive proxy statement and proxy to vote in the Special Meeting are
available for download at http://www.leonardjbrandt.com/proxy or available upon
request by calling (toll-free) (866) 962-2244, or by sending a request via fax
to (949) 743-2785 or via email to lenjbrandt@gmail.com. Please read all the
information in the proxy statement before deciding how to vote.
Additional Information and Where to Find It
This is solicitation material in respect of the matters to be considered at the
Company's Special Meeting of Stockholders to be held September 4, 2009 at 1:00
p.m. Eastern Daylight Time, and at any adjournment thereof. Leonard Brandt has
filed a proxy statement with the Securities and Exchange Commission ("SEC"). CNS
SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT, DEFINITIVE ADDITIONAL
MATERIALS, AND OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. CNS
security holders are able to receive the proxy statement and other relevant
documents free of charge at the SEC's Web site at www.sec.gov.
Participants in the Solicitation
Leonard J. Brandt, William E. Bunney, Jr., M.D., William Murray, Mordechay
Yekutiel, Andy Goren, David W. Mazepink, EAC Investment, Inc. and EAC Investment
LP are deemed to be participants in the solicitation of proxies in respect of
the matters to be considered at the Company's Special Meeting of Stockholders to
be held September 4, 2009, and at any adjournment thereof. A description of
their direct or indirect interests, by security holdings or otherwise, is
included in Leonard J. Brandt's definitive proxy statement.
Leonard J. Brandt, 866-962-2244
lenjbrandt@gmail.com
http://www.leonardjbrandt.com/proxy
Copyright Business Wire 2009
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