UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

(Amendment No. 1)



(mark one)



xAnnual Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934



For the fiscal year ended September 30,
2013



or



 ̈Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



For the transition period from _______________
to _______________



Commission file number 000-26285



CNS RESPONSE, INC.

(Exact name of registrant as specified in
its charter)



|Delaware                          | 87-0419387         
|--------------------------------- | -------------------
|(State or other jurisdiction      | (I.R.S. Employer   
|of incorporation or organization) | Identification No.)



85 Enterprise, Suite 410

Aliso Viejo, CA 92656

(Address of
Principal Executive Offices)(Zip Code)



(949) 420 4400

(Registrant’s telephone number,
including area code)



Securities registered pursuant to Section 12(b) of the Act:

None



Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.001 par value



(Title of Class)



Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.



Yes ̈Nox



Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Act.



Yes ̈Nox



Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.



YesxNo ̈















Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).



YesxNo ̈



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ̈





Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.



|Large accelerated filer ̈                                          | Accelerated filer ̈        
|----------------------------------------------------------------- | --------------------------
|Non-accelerated filer ̈(Do not check if smaller reporting company) | Smaller reporting companyx



Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act.)

Yes ̈Nox



The aggregate market value of the registrant's common stock
held by non-affiliates of the registrant on March 29, 2013, the last business day of the registrant's most recently completed second
fiscal quarter, was $6,066,000 (based on the closing sales price of the registrant's common stock on that date).



At January 24, 2014, the registrant had 97,422,942 shares of
Common Stock, $0.001 par value, issued and outstanding.





DOCUMENTS INCORPORATED
BY REFERENCE



None.







STATEMENT REGARDING AMENDMENT NO. 1



This Amendment No. 1 to Form 10-K on Form
10-K/A (this “Amendment”) is being filed for the purpose of including the information previously omitted in Part III
of the Annual Report on Form 10-K for the fiscal year ended September 30, 2013, filed with the Securities and Exchange Commission
on December 23, 2013 (the “Original Filing”).



Except as expressly noted herein, this
Amendment does not reflect events occurring after the December 23, 2013 filing date of our Original Filing, and we do not undertake
to update any item of our Original Filing, except in each case to reflect the changes discussed in this Amendment. Accordingly,
this Amendment should be read in conjunction with the Original Filing. We are also filing as exhibits to this Amendment the certifications
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements are contained within this Amendment,
we are not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

















PART III



ITEM 10.	Directors,
Executive Officers and Corporate Governance.



With respect to
this discussion, the terms “we,” “us,” “our,” “CNS” and the “Company”
refer to CNS Response, Inc., a Delaware corporation and its wholly-owned subsidiaries CNS Response, Inc., a California corporation
(“CNS California”), Colorado CNS Response, Inc., a Colorado corporation (“CNS Colorado”) and Neuro-Therapy
Clinic, Inc., a Colorado corporation and a wholly-owned subsidiary of CNS Colorado (“NTC”).





The following table sets forth the name,
age and position of each of our executive officers, directors and director nominees as of January 24, 2013.



|Name                     |  | Age |  | Position                             
|------------------------ |  | --- |  | -------------------------------------
|Thomas T. Tierney        |  | 75  |  | Chairman of the Board                
|John Pappajohn           |  | 85  |  | Director                             
|Robert J. Follman        |  | 69  |  | Director                             
|Richard W. Turner, Ph.D. |  | 67  |  | Director                             
|Walter L. Schindler      |  | 62  |  | Director                             
|Andrew H. Sassine        |  | 49  |  | Director                             
|Zachary McAdoo           |  | 41  |  | Director                             
|George C. Carpenter IV   |  | 55  |  | President and Chief Executive Officer
|Paul Buck                |  | 58  |  | Chief Financial Officer and Secretary



Change in a Majority of our Board of
Directors



In connection with
our 2012 bridge financing (the “Bridge Financing”), we entered into Governance Agreements with Equity Dynamics, owned
by John Pappajohn, one of our directors, and SAIL Capital Partners, one of our principal stockholders, pursuant to which (i) on
November 18, 2012, Henry Harbin resigned from the Board of Directors, (ii) effective November 28, 2012, the Board of Directors
appointed Walter Schindler, one of four managing members of SAIL Venture Partners, LLC and the managing member of four additional
entities affiliated with SAIL Capital Partners, to fill the resulting vacancy, (iii) effective November 30, 2012, George Carpenter,
George Kallins, David Jones, and Maurice DeWald resigned from the Board of Directors (Mr. Carpenter retains his position as Chief
Executive Officer of the Company) and (iv) on December 10, 2012, the Board of Directors approved the appointment of Richard W.
Turner, Robert J. Follman, Andrew H. Sassine and Thomas T. Tierney (collectively, the “New Board Members”) to the Board
of Directors to fill the resulting vacancies. The New Board Members were empanelled on February 25, 2013, at least ten days after
the Company filed with the SEC and mailed to stockholders an Information Statement on Schedule 14f-1.



Messrs. Turner and
Sassine were appointed to the Board to join Mr. Pappajohn and Zachary McAdoo as nominees of Equity Dynamics pursuant to the terms
of the Governance Agreement between the Company and Equity Dynamics. Messrs. Tierney and Follman were appointed to the Board to
join Mr. Schindler as nominees of SAIL Capital Partners pursuant to the terms of the Governance Agreement between the Company and
SAIL Capital Partners.



Pursuant to the Governance
Agreements, we experienced a change in a majority of our Board of Directors, effective on February 25, 2013 at least ten days after
the Company had filed with the SEC and mailed to stockholders its Information Statement on Schedule 14f-1.



Subsequently, at
the 2013 annual meeting of stockholders of the Company, held on May 23, 2013 (the “2013 Annual Meeting”), the holders
of the Company’s common stock voted to elect each of the directors listed in the table above to serve until the next annual
meeting and until his successor is elected and qualified.



Please see the disclosure
under “— Governance Agreements” for further information on the circumstances surrounding these changes.





1









Thomas T. Tierney, Chairman of the Board
of Directors



Thomas T. Tierney joined
our Board of Directors on February 25, 2013 and was appointed Chairman on March 26, 2013. Mr. Tierney owns and operates Vitatech
Nutritional Sciences Inc. which manufactures and markets nutritional supplements and over-the-counter drugs under an FDA manufacturing
license using current Good Manufacturing Practices. Mr. Tierney joined Vitatech, which was previously known as Linwilco Laboratories,
in 1971 as its General Manager and became its President in 1980. From 1988 till its sale in 2004, Mr. Tierney was also the Chairman
and Chief Executive Officer of Body Wise International, a nutritional supplements distributer, focused on weight management, fitness
performance and anti-aging strategies. Mr. Tierney served in the Air Force from 1960 to 1971, including a tour of duty in Vietnam
where he served as Deputy Chief of Logistics Plans and Programs at the Headquarters 7th Air Force during the time of
the Tet Offensive. After completing this tour, he was assigned as a Pentagon Research Associate at the Rand Corporation where he
worked on logistics analysis and the use of advanced technologies. He has a B.A. in business from Wayne State University and an
M.Sc. in logistics management from the Air Force Institute of Technology. Mr. Tierney has a distinguished record of civic activities
including being Trustee of the UCI Foundation Board, a Regent of Bastyr University, Seattle, Washington, is active with the Wounded
Warriors Project, is an active participant in leadership positions in stem cell research, The MIND Institute, UC Irvine School
of Medicine Advisory Board and on the Board of Children’s Hospital of Orange County, as well as multiple other Educational,
Arts and Law enforcement organizations. In 2001 Mr. Tierney and his wife Elizabeth were recognized as Outstanding Philanthropists
of the Year. Mr. Tierney is being appointed to the Board pursuant to the Company’s Governance Agreement with SAIL Capital
Partners and he was selected to serve as a director because of his extensive experience in management, his knowledge of the FDA,
his commitment to the health and wellness of military personnel and his influence as a business and civic leader.





John Pappajohn, Director



John Pappajohn joined
our board of directors on August 26, 2009. Since 1969, Mr. Pappajohn has been the President and sole owner of Pappajohn Capital
Resources, a venture capital firm, and President and sole owner of Equity Dynamics, Inc., a financial consulting firm, both located
in Des Moines, Iowa. Since 1994 has served as a director on the board of public company American CareSource Holdings, Inc., Dallas,
TX. He has served on the boards of public companies ConMed Healthcare Management, Inc., PharmAthene, Inc., Spectrascience, Inc.,
within the past five years. Mr. Pappajohn also currently serves as Chairman of the Board of Cancer Genetics, Inc. Mr. Pappajohn
was chosen to serve as a director of our company because of his unparalleled experience serving as a director of more than 40 companies
and the substantial insight he has gained into the life sciences and healthcare industries by actively investing in the industries
for more than 40 years, and by founding and supporting several public healthcare companies. Mr. Pappajohn devotes such portion
of his time to his role as a director of CNS Response as is required to properly fulfill his duties in that role. Mr. Pappajohn
is one of four current directors serving on our Board pursuant to the Company’s Governance Agreement with Equity Dynamics.





Robert J. Follman, Director



Robert J. Follman joined
our Board of Directors on February 25, 2013. Mr. Follman is President and CEO of R.A. Industries Inc., one of the leading producers
of complex multi-axis components for the aerospace, nuclear, petroleum and other commercial industries, and has served in that
position since 1976. He is also President and CEO of Markall Incorporated, a related company that produces and markets electro-mechanical
assemblies for the same markets. Mr. Follman is a longtime supporter of many local and national charitable organizations and is
active in many community and civic affairs. He has a long history of supporting the UC Irvine Diabetes Center, among other organizations.
Mr. Follman is being appointed to the Board pursuant to the Company’s Governance Agreement with SAIL Capital Partners and
he was selected to serve as a director because of his leadership experience, having served as executive officer, and his influence
as a business and civic leader.





Richard W. Turner, Ph.D. Director



Dr. Turner joined our
Board of Directors on February 25, 2013. Dr. Turner served as the Chief Executive Officer and the Chairman of the Board of Directors
of ConMed Healthcare Management, Inc., a public company providing healthcare services to county and municipal detention centers,
from 2007 until 2012, when it merged with and into a wholly-owned subsidiary of Correct Care Solutions, LLC. Prior to consulting
for ConMed's predecessor in interest in May 2006, Dr. Turner served as President and Chief Executive Officer of EyeTel Imaging,
Inc., from January 2004 to May 2006. Prior to January 2004, Dr. Turner served as President and Chief Executive Officer of BEI Medical
Systems Company, Inc., a company engaged in the development and marketing of a minimally invasive endometrial ablation system.
BEI Medical was sold to Boston Scientific Corp. for approximately $95 million in 2002. Dr. Turner graduated from Old Dominion University
with a B.Sc., earned his M.B.A. from Pepperdine University and earned his Ph.D. from Berne University. Since June 2011, Dr. Turner
has served as a member of the Board of Directors of American CareSource Holdings, Inc., a publicly traded ancillary health care
services company. Dr. Turner is being appointed to the Board pursuant to the Company’s Governance Agreement with Equity Dynamics
and he was selected to serve as a director because of his extensive leadership experience, having served as executive officer to
many companies in the healthcare and medical field.





2









Walter L. Schindler, Director



Walter L. Schindler
joined our board on December 10, 2012. Mr. Schindler has been Managing Partner of SAIL Capital Partners, LLC, since he founded
it in 2002. SAIL Capital Partners is a pioneer and global leader of investment in sustainable innovation in energy and water technology
companies. The firm focuses on investments primarily in growth companies pursuing the worldwide energy and water markets, and has
offices in California, Toronto, Washington DC, and New Orleans. Mr. Schindler has also been a member of the Board of Directors
of Xtreme Power, Inc. since 2008. Prior to SAIL, Mr. Schindler was the Managing Partner of Gibson, Dunn & Crutcher’s
Orange County, California office, one of the largest in its worldwide network. He was the lead strategic legal advisor in over
60 successful mergers, acquisitions, and initial public offerings. His assignments included advising Pacific Life with regard to
the creation and execution of the exit strategy for its investment in PIMCO and working on the IPO of Ultrasystems, the first renewable
power project development company in the United States to go public. He has 30 years of experience in energy and renewable power
and related exit experience. Mr. Schindler is a native of New Orleans and earned his B.A., M.A. and Ph.D. with honors from Yale
University and his J.D. with honors from Harvard Law School, and was a Fulbright Scholar in Italy. He is also a published poet
and the author of a book on the life and the poetry of the English poet and statesman John Milton. Mr. Schindler was appointed
to the Board pursuant to the Company’s Governance Agreement with SAIL Capital Partners and was selected because of his extensive
strategic corporate experience.





Andrew
H. Sassine, Director



Andrew H. Sassine joined
our Board of Directors on February 25, 2013. Mr. Sassine worked as a portfolio manager for Fidelity Investments (“Fidelity”)
from 1999 to 2012. Between 2004 and 2011, he managed Fidelity Small Cap Stock Fund, Fidelity International Small Cap Opportunities
Fund and Fidelity Advisor International Small Cap Opportunities Fund. Mr. Sassine joined Fidelity in 1999 as a high yield research
analyst covering the Telecommunications, Satellite, Technology, Defense and Aerospace, and Restaurant Industries. In 2001, he joined
the international group as a research analyst covering small and mid-cap international stocks. Prior to joining Fidelity, Mr. Sassine
was a vice president in the Acquisition Finance Group at Fleet National Bank. Prior to joining Fleet, he managed a portfolio of
highly leveraged middle market companies at Continental Bank and Heller Financial in Chicago. Mr. Sassine has been a member of
the Henry B. Tippie College of Business, University of Iowa, Board of Advisors since 2009 and the Clarke Schools for Hearing and
Speech, Board of Trustees since 2009. Mr. Sassine earned a B.A. degree at the University of Iowa in 1987 and an M.B.A. from the
Wharton School at the University of Pennsylvania in 1993. Mr. Sassine was appointed to the Board pursuant to the Company’s
Governance Agreement with Equity Dynamics and he was selected to serve as a director because of his extensive investment management
experience.





Zachary McAdoo, Director



Zachary McAdoo joined
our Board of Directors on November 21, 2011. Mr. McAdoo is the president of McAdoo Capital, Inc., a New York based investment firm
founded in 2009 that focuses on investing in small and micro-cap public companies. McAdoo Capital, Inc. is the investment manager
to the Zanett Opportunity Fund, Ltd., a Bermuda-based company. Mr. McAdoo is also Chairman and Chief Executive Officer of Radioio,
Inc. (OTCQB: RDIO), a publicly traded internet radio company. From 2005 through 2008, Mr. McAdoo was an analyst and portfolio manager
with the Zanett Group, a New York based family office. Prior to joining The Zanett Group, Mr. McAdoo worked for seven years for
two other small cap investment firms. Mr. McAdoo graduated from McGill University in 1995 with a Bachelor of Arts degree in Psychology.
In 2004 he became a CFA charter holder. In addition to his experience investing in healthcare services, diagnostics and medical
device companies, Mr. McAdoo brings a direct-to-consumer marketing perspective to the Board through his experience of investing
in companies across many industries that use direct marketing methods. Mr. McAdoo is one of four current directors serving on our
Board pursuant to the Company's Governance Agreement with Equity Dynamics.





3









George Carpenter, President and Chief
Executive Officer



Mr. Carpenter has been
serving as our Chief Executive Officer since April 10, 2009, served as our President from October 1, 2007 until April 10, 2009
and was reappointed our President on April 29, 2011. As President until 2009, Mr. Carpenter’s primary responsibility involved
developing strategy and commercializing our rEEG technology. Mr. Carpenter also served as a director from April 2009 until November
2012. From 2002 until he joined CNS in October 2007, Mr. Carpenter was the President and CEO of WorkWell Systems, Inc., a national
physical medicine firm that manages occupational health programs for Fortune 500 employers. Prior to his position at WorkWell Systems,
Mr. Carpenter founded and served as Chairman and CEO of Core, Inc., a company focused on integrated disability management and work-force
analytics. He served in those positions from 1990 until Core was acquired by Assurant, Inc. in 2001. From 1984 to 1990, Mr. Carpenter
was a Vice President of Operations with Baxter Healthcare, served as a Director of Business Development and as a strategic partner
for Baxter’s alternate site businesses. Mr. Carpenter began his career at Inland Steel where he served as a Senior Systems
Consultant in manufacturing process control. Mr. Carpenter holds an M.B.A. in Finance from the University of Chicago and a B.A.
with Distinction in International Policy & Law from Dartmouth College.





Paul Buck, Chief Financial Officer and
Secretary



Effective February
18, 2010, we appointed Paul Buck to the position of Chief Financial Officer. Mr. Buck had been working with us as an independent
consultant since December 2008, assisting management with finance and accounting matters as well as our filings with the Securities
and Exchange Commission. Prior to joining us, Mr. Buck worked as an independent consultant since 2004 and has broad experience
with a wide variety of public companies. His projects have included forensic accounting, restatements, acquisitions, interim management
and system implementations. Mr. Buck, a Swiss National, was raised in Southern Africa and holds a B.Sc. degree in Chemistry and
a B.Com degree, both from the University of Cape Town, South Africa. He started his career with Touche Ross & Co. in Cape Town
and qualified as a Chartered Accountant. In 1985, Mr. Buck joined the Los Angeles office of Touche Ross & Co. where he was
an audit manager. In 1991 he joined the American Red Cross Biomedical Services as the CFO of the Southern Californian Region. After
five years with the organization, he returned to Deloitte & Touche as a manager in the Solutions Consulting Group. In 1998,
Mr. Buck was recruited back to the American Red Cross Biomedical Services as CFO and became the Director of Operations for the
Southern California Region until 2003. Mr. Buck works full-time for CNS.





Significant Employees



As of the date hereof,
the Company has no significant employees other than the current executive officers.





Board Composition, Committees and Director
Independence.



Our board of directors
currently consists of seven members: Thomas Tierney, John Pappajohn, Zachary McAdoo, Walter Schindler, Robert Follman, Richard
Turner and Andrew Sassine. All directors were elected at our annual meeting of shareholders held on May 23, 2013, and will serve
until our next annual meeting or until his successor is duly elected and qualified. John Pappajohn was originally elected at our
annual meeting of shareholders held on April 27, 2010. Zachary McAdoo was appointed to the Board at a meeting on November 21, 2011
following the resignation of Dr. Jerome Vaccaro on October 30, 2010. Walter Schindler was appointed to the Board at a meeting on
December 10, 2012 following the resignation of Dr. Henry Harbin on November 18, 2012. Former directors George Carpenter, David
Jones, Maurice De Wald and George Kallins all resigned on November 30, 2012 and Robert Follman, Thomas Tierney, Richard Turner
and Andrew Sassine were nominated to the Board on December 10, 2012 and were empanelled on February 25, 2013, 10 days after the
completion of the mailing to all shareholders of the information statement pursuant to Section 14(f) of the Securities Exchange
Act of 1934.

The Company’s
securities are not listed on a national securities exchange or an inter-dealer quotation system that has requirements that a majority
of the Board of Directors be independent. We nonetheless use the definition of “independence” under Rule 5602 of the
NASDAQ Stock Market Rules, as applicable and as may be modified or supplemented from time to time and the interpretations thereunder,
to determine if the members of our Board are independent. In making this determination, our Board considers, among other things,
transactions and relationships between each director and his immediate family and the Company, including those reported under the
caption “Certain Relationships and Related Transactions.” The purpose of this review is to determine whether any such
relationships or transactions are material and, therefore, inconsistent with a determination that the directors are independent.
On the basis of such review and its understanding of such relationships and transactions, all our Board members are “independent”
directors as that term is defined in the NASDAQ Stock Market Rules except for John Pappajohn and Walter Schindler. Prior to their
respective resignations, Henry Harbin, George Kallins and Maurice DeWald had also been determined to be “independent.”





4









Board Committees



Our Board of Directors
established an audit committee and a compensation committee at a Board meeting held on March 3, 2010, and governance and nominations
committee at a Board meeting held on March 22, 2012. Each committee has its own charter, which is available on our website at www.cnsresponse.com.
Information contained on our website is not incorporated herein by reference. Each of the Board committees has the composition
and responsibilities described below.





Audit Committee



We have a separately-designated
standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act of 1934, as amended (the “Exchange
Act”). Mr. McAdoo (Chair), Mr. Sassine and Mr. Turner are the members of the audit committee. They are “independent”
within the meaning of Rule 10A-3 under the Exchange Act and the NASDAQ Stock Market Rules. Our Board has previously determined
that Mr. McAdoo serves as the “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation
S-K. In his roles as president of, and analyst and portfolio manager in, various investment firms, Mr. McAdoo has gained over 10
years of experience analyzing the financial statements of public companies, assessing the use of accounting methods employed by
those companies and the financial acumen of management.



The audit committee
oversees our accounting and financial reporting processes and oversees the audit of our financial statements and the effectiveness
of our internal control over financial reporting. The specific functions of this committee include:



| | • | selecting and recommending to our Board of Directors the appointment of an independent registered
public accounting firm and overseeing the engagement of such firm;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | approving the fees to be paid to the independent registered public accounting firm;
| | - | -----------------------------------------------------------------------------------



| | • | helping to ensure the independence of our independent registered public accounting firm;
| | - | ----------------------------------------------------------------------------------------



| | • | overseeing the integrity of our financial statements;
| | - | -----------------------------------------------------



| | • | preparing an audit committee report as required by the SEC to be included in our annual proxy
statement;
| | - | --------------------------------------------------------------------------------------------------------



| | • | reviewing major changes to our auditing and accounting principles and practices as suggested by
our company’s independent registered public accounting firm, internal auditors (if any) or management;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | reviewing and approving all related party transactions; and
| | - | -----------------------------------------------------------



| | • | overseeing our compliance with legal and regulatory requirements.
| | - | -----------------------------------------------------------------







Audit
Committee Report 1



In fulfilling its responsibilities
for the financial statements for fiscal year 2013, the audit committee of the Board of Directors:



| | • | Reviewed and discussed the audited financial statements
for the year ended September 30, 2013 with management and Anton & Chia (the “Auditors”), the Company’s independent
auditors; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Received written disclosures and the letter from the
Auditors regarding their independence as required by Independence Standards Board Standard No. 1. The audit committee discussed
with the Auditors their independence.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In fulfilling its responsibilities
for the financial statements for fiscal year 2013, the audit committee discussed with the Auditors the matters required to be discussed
by Statement on Auditing Standards No. 61 relating to the conduct of the audit. The audit committee also considered the status
of other areas of oversight relating to the financial reporting and audit process that it determined appropriate.



Based on the audit
committee’s review of the audited financial statements and discussions with management and the Auditors, the audit committee
recommended to the Board of Directors the inclusion of the audited financial statements in the Company’s Annual Report on
Form 10-K for the year ended September 30, 2013 for filing with the Securities and Exchange Commission. The audit committee has
considered whether the provision of non-audit services is compatible with maintaining the principal accountant’s independence.





5









Audit Committee of
the Board of Directors

Zachary McAdoo

(1) The material in this Audit Committee
Report is not “soliciting material” and is not deemed “filed” with the SEC and is not to be incorporated
by reference in any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after
the date hereof and irrespective of any general incorporation language in any such filing.





Compensation Committee



Our compensation committee
assists the Board of Directors in the discharge of its responsibilities relating to the compensation of the Board of Directors
and our executive officers. Messrs. Tierney, Pappajohn and Schindler are the members of our compensation committee. The Board is
expected to determine that Messrs. Tierney is “independent” within the meaning of the NASDAQ Stock Market Rules and
all three members qualify as “non-employee directors” under Rule 16b-3 of the Exchange Act. Mr. Pappajohn and Mr. Schindler
likely do not qualify as “independent” directors.



The committee’s
compensation-related responsibilities include:



| | • | assisting our Board of Directors in developing and evaluating potential candidates for executive
positions and overseeing the development of executive succession plans;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | reviewing and approving on an annual basis the corporate goals and objectives with respect to
compensation for our chief executive officer;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------

| | • | reviewing, approving and recommending to our Board of Directors on an annual basis the evaluation
process and compensation structure for our other executive officers;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | providing oversight of management’s decisions concerning the performance and compensation
of other company officers, employees, consultants and advisors;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | reviewing our incentive compensation and other stock-based plans and recommending changes in such
plans to our Board of Directors as needed, and exercising all the authority of our Board of Directors with respect to the administration
of such plans;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | reviewing and recommending to our Board of Directors the compensation of independent directors,
including incentive and equity-based compensation; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | selecting, retaining and terminating such compensation consultants, outside counsel and other
advisors as it deems necessary or appropriate.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------





Governance and
Nominations Committee



The purpose of the governance
and nominations committee is to recommend to the Board nominees for election as directors and persons to be elected to fill any
vacancies on the Board, develop and recommend a set of corporate governance principles and oversee the performance of the Board.
Messrs. Follman, Sassine and Turner are the members of our governance and nominations committee. The Board is expected to determine
that they are “independent” within the meaning of the NASDAQ Stock Market Rules.



The committee’s
responsibilities include:



| | • | Selecting director nominees. The governance and nominations committee
recommends to the Board of Directors nominees for election as directors at any meeting of stockholders and nominees to fill vacancies
on the Board. The governance and nominations committee would consider candidates proposed by stockholders and will apply the same
criteria and follow substantially the same process in considering such candidates as it does when considering other candidates.
The governance and nominations committee may adopt, in its discretion, separate procedures regarding director candidates proposed
by our stockholders. Director recommendations by stockholders must be in writing, include a resume of the candidate’s business
and personal background and include a signed consent that the candidate would be willing to be considered as a nominee to the Board
and, if elected, would serve. Such recommendation must be sent to the Company’s Secretary at the Company’s executive
offices. When it seeks nominees for directors, our governance and nominations committee takes into account a variety of factors
including (a) ensuring that the Board, as a whole, is diverse and consists of individuals with various and relevant career experience,
relevant technical skills, industry knowledge and experience, financial expertise (including expertise that could qualify a director
as a “financial expert,” as that term is defined by the rules of the SEC), local or community ties and (b) minimum
individual qualifications, including strength of character, mature judgment, familiarity with the company’s business and
industry, independence of thought and an ability to work collegially. The Company is of the view that the continuing service of
qualified incumbents promotes stability and continuity in the Board room, contributing to the ability of the Board of Directors
to work as a collective body, while giving the Company the benefit of the familiarity and insight into the Company’s affairs
that its directors have accumulated during their tenure. Accordingly, the process of the governance and nominations committee for
identifying nominees reflects the Company’s practice of re-nominating incumbent directors who continue to satisfy the committee’s
criteria for membership on the Board of Directors, whom the committee believes continue to make important contributions to the
Board of Directors and who consent to continue their service on the Board of Directors. The Board has not adopted a formal policy
with respect to its consideration of diversity and does not follow any ratio or formula to determine the appropriate mix; rather,
it uses its judgment to identify nominees whose backgrounds, attributes and experiences, taken as a whole, will contribute to the
high standards of Board service. The governance and nominations committee may adopt, and periodically review and revise as it deems
appropriate, procedures regarding director candidates proposed by stockholders.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







6











| | • | Reviewing requisite skills and criteria for new Board members and Board
composition. The governance and nominations committee reviews with the entire Board of Directors, on an annual basis, the requisite
skills and criteria for Board candidates and the composition of the Board as a whole.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | Hiring of search firms to identify director nominees. The governance
and nominations committee has the authority to retain search firms to assist in identifying Board candidates, approve the terms
of the search firm’s engagement, and cause the Company to pay the engaged search firm’s engagement fee.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | • | Selection of committee members. The governance and nominations committee
recommends to the Board of Directors, on an annual basis, the directors to be appointed to each committee of the Board of Directors.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | • | Evaluation of the Board of Directors. The governance and nominations
committee will oversee an annual self-evaluation of the Board of Directors and its committees to determine whether it and its committees
are functioning effectively.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | • | Development of Corporate Governance Guidelines. The governance and
nominations committee will develop and recommend to the Board a set of corporate governance guidelines applicable to the Company.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The governance and
nominations committee may delegate any of its responsibilities to subcommittees as it deems appropriate. The governance and nominations
committee is authorized to retain independent legal and other advisors, and conduct or authorize investigations into any matter
within the scope of its duties.





Committee Memberships and Meetings



The following table below sets forth the
membership of each Committee:



|Name of Director |  | Audit Committee |  | CompensationCommittee |  | Governance andNominations Committee
|---------------- |  | --------------- |  | --------------------- |  | -----------------------------------
|Thomas Tierney   |  |                 |  | Member                |  |                                    
|John Pappajohn   |  |                 |  | Member                |  |                                    
|Walter Schindler |  |                 |  | Member                |  |                                    
|Zachary McAdoo   |  | Chair           |  |                       |  |                                    
|Robert Follman   |  |                 |  |                       |  | Member                             
|Andrew Sassine   |  | Member          |  |                       |  | Member                             
|Richard Turner   |  | Member          |  |                       |  | Member                             







7









Governance Agreements



On November 28, 2012,
the Company entered into Governance Agreements with Equity Dynamics and SAIL Capital Partners. Pursuant to these agreements, the
Company agreed, subject to providing required notice to stockholders, to appoint a certain number of persons nominated by Equity
Dynamics and SAIL Capital Partners to the Company’s Board of Directors and to create vacancies for that purpose, if necessary.
The number of persons to be nominated by Equity Dynamics and SAIL Capital Partners pursuant to this provision is four and three,
respectively. In addition, at each meeting of stockholders of the Company at which directors are nominated and elected, the Company
agreed to nominate for election four designees of Equity Dynamics and three designees of SAIL Capital Partners and to take all
necessary action to support their election and oppose any challenges to such designees. Under the terms of the agreements, the
Company may not increase the number of directors to more than seven without the consent of Equity Dynamics and SAIL Capital Partners.
The Governance Agreements terminate in the event of the sale of substantially all of the Company’s assets or a change of
control, or upon any issuance of securities by the Company to parties not including Equity Dynamics and SAIL Capital Partners,
from which the Company receives gross proceeds of at least $10 million.



Board Meetings



During the fiscal year
ended September 30, 2013, the Board held nine meetings and the Board Committees held a total of six meetings. Each incumbent director
attended 75% or more of the total number of meetings of the Board and the Board Committees of which he was as a member during the
period he served as a director in fiscal year 2013. The Board of Directors did not meet in executive session during the fiscal
year ended September 30, 2013.



The Company has not yet established a policy
with respect to Board members’ attendance at its annual meetings.



Board Leadership Structure



To assure effective
and independent oversight of management, our Board of Directors operates with the roles of Chief Executive Officer and Chairman
of the Board separated in recognition of the differences between these two roles in the management of the Company. The Chairman
of the Board is an independent, non-management role.



Our Board of Directors
believes that this leadership structure provides the most effective leadership model for our Company. By permitting more effective
monitoring and objective evaluation of the Chief Executive Officer’s performance, this structure increases the accountability
of the Chief Executive Officer. A separation of the Chief Executive Officer and Chairman roles also prevents the former from controlling
the Board's agenda and information flow, thereby reducing the likelihood that the Chief Executive Officer would abuse his power.



Board Oversight of Risk Management

Our Board of Directors
believes that overseeing how management manages the various risks we face is one of its most important responsibilities to the
Company’s stakeholders. Our Board believes that, in light of the interrelated nature of the Company’s risks, oversight
of risk management is ultimately the responsibility of the full Board; however, it has delegated this responsibility to the audit
committee with respect to financial risk. The audit committee meets before each quarterly filing on Form 10-Q or the annual filing
on Form 10-K with management and the independent registered public accounting firm to review the Company’s major financial
risk exposures and the steps taken to monitor and control such exposures. Our Board meets regularly to discuss the strategic direction
and the issues and opportunities facing our company. Throughout the year, our Board provides guidance to management regarding our
strategy and helps to refine our plans to implement our strategy. The involvement of the Board in setting our business strategy
is critical to the determination of the types and appropriate levels of risk undertaken by the Company.



Stockholder Communications



Interested parties
may communicate with any and all members of our Board of Directors by transmitting correspondence addressed to one or more directors
by name at the address appearing on the cover page of this Information Statement. Communications from our stockholders to one or
more directors will be collected and organized by our Corporate Secretary and will be forwarded to the Chairman of the Board of
Directors or to the identified director(s) as soon as practicable. If multiple communications are received on a similar topic,
the Corporate Secretary may, in his discretion, forward only representative correspondence. The Chairman of the Board of Directors
will determine whether any communication addressed to the entire Board of Directors should be properly addressed by the entire
Board of Directors or a committee thereof. If a communication is sent to the Board of Directors or a Committee, the Chairman of
the Board of Directors or the Chairman of that committee, as the case may be, will determine whether a response to the communication
is warranted.





8









Conflicts of Interest



We are not aware of
any current conflicts of interest between our officers and directors, and us.  However, certain potential conflicts of
interests may arise in the future.



From time to time,
one or more of our affiliates may form or hold an ownership interest in and/or manage other businesses both related and unrelated
to the type of business that we own and operate or may own and operate in the future. These persons may continue to form, hold
an ownership interest in and/or manage additional other businesses which may compete with ours with respect to operations, including
financing and marketing, management time and services and potential customers. These activities may give rise to conflicts between
or among our interests and other businesses with which our affiliates are associated. Our affiliates are in no way prohibited from
undertaking such activities, and neither we nor our stockholders will have any right to require participation in such other activities.



Further, because we
may transact business with some of our officers, directors and affiliates, as well as with firms in which some of our officers,
directors or affiliates have a material interest, potential conflicts may arise between the respective interests of us and these
related persons or entities. We believe that such transactions will be effected on terms at least as favorable to us as those available
from unrelated third parties.



Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Securities Exchange
Act of 1934, as amended, requires our directors and executive officers and the holders of more than 10% of our common stock to
file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our equity
securities. Based solely on our review of the copies of the forms received by us and written representations from certain reporting
persons that they have complied with the relevant filing requirements, we believe that, during the year ended September 30, 2013,
all of our executive officers, directors and the holders of 10% or more of our common stock complied with all Section 16(a) filing
requirements, except for the following: one Initial Statement of Beneficial Ownership of Securities on Form 3 filed late by Walter
Schindler; and four Statement Of Changes in Beneficial Ownership on Form 4 filed late by Walter Schindler (1), Thomas Tierney (1)
and John Pappajohn (2) and SAIL Venture Partners LP (no filings).

Code of Ethics



Our Board of Directors
has adopted a Code of Ethical Conduct (the “Code of Conduct”) which constitutes a “code of ethics” as defined
by applicable SEC rules and a “code of conduct” as defined by applicable NASDAQ rules. We require all employees, directors
and officers, including our principal executive officer and principal financial officer to adhere to the Code of Conduct in addressing
legal and ethical issues encountered in conducting their work. The Code of Conduct requires that these individuals avoid conflicts
of interest, comply with all laws and other legal requirements, conduct business in an honest and ethical manner and otherwise
act with integrity and in our best interest. The Code of Conduct contains additional provisions that apply specifically to our
Chief Executive Officer, Chief Financial Officer and other finance department personnel with respect to full and accurate reporting.
The Code of Conduct is available on our website at www.cnsresponse.com and is also filed as an exhibit to our Annual Report on
Form 10-K. The Company will post any amendments to the Code of Conduct, as well as any waivers that are required to be disclosed
by the rules of the SEC on such website.





ITEM 11.	Executive Compensation



Unless otherwise indicated, all stock-based
amounts appearing in this Annual Report on Form 10-K/A have been adjusted to give effect to the 1-for-30 reverse stock split effective
April 2, 2012.



Overview of Compensation Practices



Our executive compensation
program is administered by the compensation committee.





9







Compensation Philosophy



Generally, we compensate
our executive officers with a compensation package that is designed to drive company performance to maximize shareholder value
while meeting our needs and the needs of our executives. The following are objectives we consider:



| | • | Alignment — to align the interests of executives and shareholders
through equity-based compensation awards;
| | - | -----------------------------------------------------------------------------------------------------------

| | • | Retention — to attract, retain and motivate highly qualified,
high performing executives to lead our growth and success; and
| | - | ----------------------------------------------------------------------------------------------------------------------------

| | • | Performance — to provide, when appropriate, compensation
that is dependent upon the executive’s achievements and the company’s performance.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------



In order to achieve
the above objectives, our executive compensation philosophy is guided by the following principles:



| | • | Rewards under incentive plans are based upon our short-term and longer-term
financial results and increasing shareholder value;
| | - | -------------------------------------------------------------------------------------------------------------------------------

| | • | Executive pay is set at sufficiently competitive levels to attract, retain
and motivate highly talented individuals who are necessary for us to strive to achieve our goals, objectives and overall financial
success;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | Compensation of an executive is based on such individual’s role, responsibilities,
performance and experience; and
| | - | ------------------------------------------------------------------------------------------------------------------

| | • | Annual performance of our company and the executive are taken into account
in determining annual bonuses with the goal of fostering a pay-for-performance culture.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



Compensation Elements



We compensate our executives
through a variety of components, which may include a base salary, annual performance based incentive bonuses, equity incentives,
and benefits and perquisites, in order to provide our executives with a competitive overall compensation package. The mix and value
of these components are impacted by a variety of factors, such as responsibility level, individual negotiations and performance
and market practice. The purpose and key characteristics for each component are described below.



Base Salary



Base salary provides
executives with a steady income stream and is based upon the executive’s level of responsibility, experience, individual
performance and contributions to our overall success, as well as negotiations between the company and such executive officer. Competitive
base salaries, in conjunction with other pay components, enable us to attract and retain talented executives. The Board typically
sets base salaries for our executives at levels that it deems to be competitive, with input from our Chief Executive Officer.



Annual Incentive Bonuses



Annual incentive bonuses
are a variable performance-based component of compensation. The primary objective of an annual incentive bonus is to reward executives
for achieving corporate and individual goals and to align a portion of total pay opportunities for executives to the attainment
of our company’s performance goals. Annual incentive awards, when provided, act as a means to recognize the contribution
of our executive officers to our overall financial, operational and strategic success.



Equity Incentives



Equity incentives are
intended to align executive and shareholder interests by linking a portion of executive pay to long-term shareholder value creation
and financial success over a multi-year period. Equity incentives may also be provided to our executives to attract and enhance
the retention of executives and to facilitate stock ownership by our executives. The Board considers individual and company performance
when determining long-term incentive opportunities.



Health and Welfare Benefits



The executive officers
participate in health and welfare and paid time-off benefits which we believe are competitive in the marketplace. Health and welfare
and paid time-off benefits help ensure that we have a productive and focused workforce.





10









Severance and Change of Control Arrangements



We do not have a formal
plan for severance or separation pay for our employees, but we typically include a severance provision in the employment agreements
of our executive officers that have written employment agreements with us. Generally, such provisions are triggered in the event
of involuntary termination of the executive without cause or in the event of a change in control. Please see the description of
our employment agreements with each of George Carpenter and Paul Buck below for further information.



Other Benefits



In order to attract
and retain highly qualified executives, we may provide our executive officers with automobile allowances, consistent with current
market practices.



Accounting and Tax Considerations



We consider the accounting
and tax implications of all aspects of our executive compensation strategy and, so long as doing so does not conflict with our
general performance objectives described above, we strive to achieve the most favorable accounting and tax treatment possible to
the Company and our executive officers.



Process for Setting Executive Compensation;
Factors Considered



When making pay determinations
for named executive officers, the Board considers a variety of factors including, among others: (1) actual company performance
as compared to pre-established goals, (2) individual executive performance and expected contribution to our future success, (3)
changes in economic conditions and the external marketplace, (4) prior years’ bonuses and long-term incentive awards, and
(5) in the case of executive officers, other than Chief Executive Officer, the recommendation of our Chief Executive Officer, and
in the case of our Chief Executive Officer, his negotiations with our Board. No specific weighing is assigned to these factors
nor are particular targets set for any particular factor. Ultimately, the Board uses its judgment and discretion when determining
how much to pay our executive officers and sets the pay for such executives by element (including cash versus non-cash compensation)
and in the aggregate, at levels that it believes are competitive and necessary to attract and retain talented executives capable
of achieving the Company’s long-term objectives.



Summary Compensation Table



The following table
provides disclosure concerning all compensation paid for services to us in all capacities for our fiscal years ending September
30, 2013 and 2012 provided by (i) each person serving as our principal executive officer (“PEO”) or acting in a similar
capacity during our fiscal year ended September 30, 2013, (ii) our two most highly compensated executive officers other than our
PEO who were serving as executive officers on September 30, 2013 and whose total compensation exceeded $100,000 (collectively with
the PEO referred to as the “named executive officers” in this Executive Compensation section).





|Name and Principal Position                       |  | Fiscal Year Ended September 30, |      |  | Salary($)(1) |  |         | Bonus ($) |  |  | OptionAwards($)(2) |  |  | All Other Compensation ($) |        |  | Total ($) | 
|------------------------------------------------- |  | ------------------------------- | ---- |  | ------------ |  | ------- | --------- |  |  | ------------------ |  |  | -------------------------- | ------ |  | --------- | 
|George Carpenter                                  |  |                                 | 2013 |  |              |  | 228,300 |           |  |  | –                  |  |  |                            | 57,800 |  |           | 
|(President and Chief Executive Officer )          |  |                                 | 2012 |  |              |  | 157,500 |           |  |  | –                  |  |  |                            | –      |  |           | 
|                                                  |  |                                 |      |  |              |  |         |           |  |  |                    |  |  |                            |        |  |           | 
|Daniel Hoffman                                    |  |                                 | 2013 |  |              |  | 89,300  |           |  |  | –                  |  |  |                            | –      |  |           | 
|(Chief Medical Officer through December 26, 2012) |  |                                 | 2012 |  |              |  | 187,000 |           |  |  | –                  |  |  |                            | –      |  |           | 
|                                                  |  |                                 |      |  |              |  |         |           |  |  |                    |  |  |                            |        |  |           | 
|Paul Buck                                         |  |                                 | 2013 |  |              |  | 167,600 |           |  |  | –                  |  |  |                            | 66,100 |  |           | 
|(Chief Financial Officer)                         |  |                                 | 2012 |  |              |  | 121,300 |           |  |  | –                  |  |  |                            | –      |  |           | 







11











| | (1) | Salary for the fiscal years ended September 30, 2013
and 2012 which was accrued and paid as follows:
| | --- | ----------------------------------------------------------------------------------------------------



| | · | $52,500 of Mr. Carpenter’s
fiscal year 2013 salary was accrued and unpaid as of September 30, 2013; however $10,800 of his fiscal year 2012 accrued salary
was paid in fiscal year 2013.$112,500 of Mr. Carpenter’s fiscal year 2012 salary was accrued
and unpaid as of September 30, 2012. $56,300, or 50% of the accrued 2012 balance was subsequently exchanged for 56,250 shares of
the Company’s common stock valued at $0.04718 per share pursuant to the Forfeiture and Exchange Agreement as described in
the narrative below.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Dr. Hoffman became
a part-time employee of the Company after the Neuro Therapy Clinic, Inc. was closed. Dr. Hoffman’s monthly salary was $8,300.
On December 26, 2012, Dr. Hoffman transitioned from being the Company’s Chief Medical Officer to becoming its Medical Director
until July 23, 2013, at which time he resigned from the Company due to disability. Dr. Hoffman remains a consultant to the Company.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

$77,000
of Dr. Hoffman’s fiscal year 2012 salary was accrued and unpaid as of September 30, 2012. As of September 30, 2013, Dr. Hoffman
has been paid $8,100 of the accrued fiscal year 2012 balance. Dr. Hoffman did not participate in the Forfeiture and Exchange Agreement.

| | · | $40,400 of Mr. Buck’s
fiscal year 2013 salary was accrued and unpaid as of September 30, 2013.$86,700 of Mr. Buck’s 2012 salary, $19,500 of his 2011 salary and
$26,000 of his 2010 salary, in total $132,200 was accrued and unpaid as of September 30, 2012. $66,100 or 50% of the accrued 2012
balance was subsequently exchanged for 66,083 shares of the Company’s common stock valued at $0.04718 per share pursuant
to the Forfeiture and Exchange Agreement as described in the narrative below.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | The Board of Directors at a meeting on December 10, 2012,
granted the following options to purchase the Company’s common stock under the 2012 Omnibus Incentive Compensation Plan
at an exercise price of $0.04718 per share.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Mr. Carpenter was
granted 25,000 fully vested options to purchase common stock, valued at $1,200, for his services on the Board of Directors prior
to stepping down from the Board. Mr. Carpenter was also granted 1,200,000 options to purchase shares of common stock, valued at
$56,600, vesting in increments of 12.5% at the beginning of each quarter starting with the date of grant. The combined value of
these options was $57,800.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Mr. Buck was granted
1,400,000 options to purchase shares of common stock, valued at $66,100, vesting in increments of 12.5% at the beginning of each
quarter starting with the date of grant.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The aggregate number of
shares issuable upon exercise of options outstanding for the named executive officers at September 30, 2013 was: 1,390,631 shares
for Mr. Carpenter, and 1,415,000 shares for Mr. Buck.

| | (3) | Relates to healthcare insurance premiums paid on behalf
of executive officers by us.
| | --- | ------------------------------------------------------------------------------------



| | (4) | During fiscal year 2013 Dr. Hoffman became a part-time
employee and was not paid any benefits. For fiscal year 2012, healthcare insurance premiums of $20,735, plus automobile expenses
of $1,900 were paid by us on behalf of Dr. Hoffman.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





Narrative Disclosure to Summary Compensation Table



In connection with
the November 28, 2012 closing of the Bridge Financing, the Company entered into Forfeiture and Exchange Agreements with three of
its executive officers, George Carpenter, Paul Buck and Michael Darkoch. Mr. Darkoch did not qualify as a “named executive
officer” for fiscal year 2012. Pursuant to these agreements, the executives agreed to waive receipt of and release the Company
from the payment of 50% of their salaries accrued from August 31, 2010 to September 30, 2012 (amount waived was $56,250 for George
Carpenter, $66,083 for Paul Buck and $43,333 for Michael Darkoch), in consideration for which the Company agreed to issue to such
executives a certain number of shares of its common stock: 56,250 for George Carpenter, 66,083 for Paul Buck and 43,333 for Michael
Darkoch). Any remaining accrued salary remains outstanding and shall be paid (i) from time to time at the discretion of the Board
of Directors to the extent the Board of Directors determines that such payment will not jeopardize the ability of the Company to
continue as a going concern; or (ii) upon the closing of any single financing transaction (including a single financing transaction
that contemplates multiple closings) in which the Company receives proceeds of $5 million or more. Additionally, where applicable,
the executives agreed to waive receipt of and release the Company from the payment of any previously approved bonus award. Under
the agreements, the Company agreed to indemnify the executives for all federal and state income tax payable and actually paid by
the executive related directly to the receipt of the common stock, the per share value of which is not expected to be more than
the conversion price of the October 2012 Bridge Notes which is $0.04718 per share.





12









Also on December 10,
2012, the Board approved the amendment of the Company’s 2012 Omnibus Incentive Compensation Plan (the “2012 Plan”)
to increase the shares authorized for issuance under the 2012 Plan from 333,334 shares to 5,500,000 shares and granted to each
of its three existing members as well as to each of the four New Board Members options to purchase 250,000 shares of its common
stock pursuant to the 2012 Plan at an exercise price of $0.04718 per share. The options vest evenly over 36 months starting from
the date of grant. The Board furthermore granted to each of the five former directors who had departed the Board effective November
30, 2012, i.e., George Carpenter, Henry Harbin, George Kallins, David Jones, and Maurice DeWald, options to purchase 25,000 shares
of its common stock pursuant to the 2012 Plan at an exercise price of $0.04718 per share. These options to former directors are
fully vested. Finally, the Board granted to the Company’s executive officers options to purchase shares of its common stock
pursuant to the 2012 Plan at an exercise price of $0.04718 per share as follows: George Carpenter 1,200,000 shares, Paul Buck 1,400,000
shares and Michael Darkoch 920,000 shares. These options vest in increments of 12.5% at the beginning of each quarter starting
from the date of grant.



The 2012 Plan was approved
by the Board on March 22, 2012, and was approved by the stockholders at the annual meeting on May 23, 2013. Consequently, all the
option grants described above are approved.



Since we had limited
cash and cash equivalent resources as of September 30, 2013 and 2012, we elected to preserve our cash and did not pay any bonuses
to our executive officers during our fiscal years ended September 30, 2013 and 2012.



Please refer to the
footnotes to the Summary Compensation Table for a description of the components of All Other Compensation received by the named
executive officers.



On October 8, 2013,
the Board granted to the Company’s two executive officers, Mr. Carpenter and Mr. Buck and two senior managers (combined “managers”)
options to purchase shares of its common stock pursuant to the 2012 Omnibus Incentive Compensation Plan, as amended, at an exercise
price of $0.25 per share as follows: George Carpenter 435,000 shares, Paul Buck 470,000 shares, Stewart Navarre 385,000 shares
and Brian MacDonald 310,000. These options vest pro-rata over 12 months starting from the date of grant. The four managers have
agreed to forego a portion of their salaries in fiscal year 2014 as follows: George Carpenter $98,000, Paul Buck $106,500, Stewart
Navarre $83,600 and Brian MacDonald 66,700. These executive officers and managers will be paid out of the salaries which were earned
and accrued during fiscal year 2013 and fiscal year 2012. The accruals to be paid out are equivalent to the fiscal year 2014 salaries
that they have agreed to forego in lieu of receiving the options pursuant to the Employment Compensation Forfeiture and Exchange
Agreements.



The following is a
summary of each employment agreement that we have entered into with respect to our named executive officers, which summary includes,
where applicable, a description of all payments we are required to make to such named executive officers at, following or in connection
with the resignation, retirement or other termination of such named executive officers, or a change in control of our company or
a change in the responsibilities of such named executive officers following a change in control.



Employment Agreements



George Carpenter



On October 1, 2007,
we entered into an employment agreement with George Carpenter pursuant to which Mr. Carpenter began serving as our President. During
the period of his employment, Mr. Carpenter received a base salary of no less than $180,000 per annum, which was subject to upward
adjustment at the discretion of the Chief Executive Officer or our Board of Directors. On March 3, 2010, the Board of Directors
increased the annual base salary of Mr. Carpenter to $270,000, with the increase in salary having retroactive effect to January
1, 2010. In addition, pursuant to the terms of his initial employment agreement, on October 1, 2007, Mr. Carpenter was granted
an option to purchase 32,297 shares of our common stock at an exercise price of $26.70 per share pursuant to our 2006 Stock Incentive
Plan. In the event of a change of control transaction, a portion of Mr. Carpenter’s unvested options equal to the number
of unvested options at the date of the corporate transaction multiplied by the ratio of the time elapsed between October 1, 2008
and the date of the corporate transaction over the vesting period (48 months) will automatically accelerate, and become fully vested.
Mr. Carpenter is entitled to four weeks’ vacation per annum, health and dental insurance coverage for himself and his dependents,
and other fringe benefits that we offer our employees from time to time.





13









Mr. Carpenter’s
employment is on an “at-will” basis, and Mr. Carpenter may terminate his employment with us for any reason or for no
reason. Similarly, we may terminate Mr. Carpenter’s employment with or without cause. If we terminate Mr. Carpenter’s
employment without cause or Mr. Carpenter involuntarily terminates his employment with us (an involuntary termination includes
changes, without Mr. Carpenter’s consent or pursuant to a corporate transaction, in Mr. Carpenter’s title or responsibilities
so that he is no longer the President of our company), Mr. Carpenter shall be eligible to receive as severance his salary and benefits
for a period equal to six months payable in one lump sum upon termination. If Mr. Carpenter is terminated by us for cause, or if
Mr. Carpenter voluntarily terminates his employment, he will not be entitled to any severance.



As of April 10, 2009,
Mr. Carpenter was named Chief Executive Officer and a director of the Company and, on April 29, 2011, became our President again.
This was a position he had held from the time that he had joined the Company in October 2007 through to April 10, 2009 when he
was named Chief Executive Officer and Chairman of the Board. Mr. Carpenter resigned from the Board of Directors on November 30,
2012, and remains the President and Chief Executive Officer of the Company.



Paul Buck



On February 18, 2010,
we entered into an employment agreement with Paul Buck pursuant to which Mr. Buck began serving as our Chief Financial Officer
on an “at will” basis and was to be paid a salary of no less than $208,000 per annum, which is subject to upward adjustment
at the discretion of the Chief Executive Officer or the Board of Directors of our company. Pursuant to his employment agreement,
Mr. Buck also received an option to purchase 15,000 shares of our common stock on March 3, 2010, which options vest in 48 equal
installments commencing on March 3, 2010. The options have an exercise price of $16.50 per share and were granted under our 2006
Stock Incentive Plan. In the event of a change of control transaction, a portion of Mr. Buck’s unvested options equal to
the number of unvested options at the date of the corporate transaction multiplied by the ratio of the time elapsed between March
3, 2010 and the date of the corporate transaction over the vesting period (48 months) will automatically accelerate, and become
fully vested. In the event of a change of control transaction, a portion of Mr. Buck’s unvested options equal to the number
of unvested options at the date of the corporate transaction multiplied by the ratio of the time elapsed between option grant date
and the date of the corporate transaction over the vesting period (48 months) will automatically accelerate, and become fully vested.
Mr. Buck is entitled to four weeks’ vacation per annum, health and dental insurance coverage for himself and his dependents,
and other fringe benefits that we offer our employees from time to time. As Mr. Buck’s employment is on an “at-will”
basis, he may terminate his employment with us for any reason or for no reason. Similarly, we may terminate Mr. Buck’s employment
with or without cause. If we terminate Mr. Buck’s employment without cause or Mr. Buck involuntarily terminates his employment
with us, Mr. Buck shall be eligible to receive as severance his salary and benefits for a period equal to six months payable in
one lump sum upon termination. If Mr. Buck is terminated by us for cause, or if Mr. Buck voluntarily terminates his employment,
he will not be entitled to any severance.



2006 Stock Incentive Plan



On August 3, 2006,
CNS California adopted the CNS California 2006 Stock Incentive Plan (the “2006 Plan”). On March 7, 2007, in connection
with the closing of the merger transaction with CNS California, we assumed the CNS California stock option plan and all of the
options granted under the plan at the same price and terms. Subsequently, we amended the 2006 Plan on March 3, 2010 to increase
the number of shares of common stock reserved for issuance under the 2006 Plan from 333,334 to 666,667 shares and increased the
limit on shares underlying awards granted within a calendar year to any eligible employee or director from 100,000 to 133,334 shares
of common stock. The amendment was approved by our shareholders at the annual meeting held on April 27, 2010. The following is
a summary of the 2006 Plan, as amended, which we use to provide equity compensation to employees, directors and consultants to
our company.



The 2006 Plan provides
for the issuance of awards in the form of restricted shares, stock options (which may constitute incentive stock options (ISO)
or nonstatutory stock options (NSO)), stock appreciation rights and stock unit grants and is administered by the Board of Directors.
The option price for each share of stock subject to an option shall be (i) no less than the fair market value of a share of stock
on the date the option is granted, if the option is an ISO, or (ii) no less than 85% of the fair market value of the stock on the
date the option is granted, if the option is a NSO; provided, however, if the option is an ISO granted to an eligible employee
who is a 10% shareholder, the option price for each share of stock subject to such ISO shall be no less than 110% of the fair market
value of a share of stock on the date such ISO is granted. Stock options have a maximum term of ten years from the date of grant,
except for ISOs granted to an eligible employee who is a 10% shareholder, in which case the maximum term is five years from the
date of grant. ISOs may be granted only to eligible employees.



We have adopted ASC
718-20 (formerly, SFAS No. 123R — revised 2004, “Share-Based Payment”), and related interpretations.
Under ASC 718-20, share-based compensation cost is measured at the grant date based on the calculated fair value of the award.
We estimate the fair value of each option on the grant date using the Black-Scholes model. Stock-based compensation expense is
recognized over the employees’ or service provider’s requisite service period, generally the vesting period of the
award.





14









Originally, a total
of 333,334 shares of common stock were reserved for issuance under the 2006 Plan. The 2006 Plan also originally provided that in
any calendar year, no eligible employee or director shall be granted an award to purchase more than 100,000 shares of stock. On
March 3, 2010, the Board of Directors approved an amendment to the 2006 Plan which increased the number of shares of common stock
reserved for issuance under the 2006 Plan from 333,334 to 666,667 shares and increased the limit on shares underlying awards granted
within a calendar year to any eligible employee or director from 100,000 to 133,334 shares of common stock. The amendment was approved
by shareholders at the annual meeting held on April 27, 2010.



As of September 30,
2013, 70,825 options were exercised and there were 504,076 options and 6,132 restricted shares outstanding under the amended 2006
Plan, leaving 85,634 shares which have not been awarded. The 2006 Plan has been frozen.



2012 Omnibus Incentive Compensation
Plan



On March 22, 2012,
the CNS Response, Inc. 2012 Plan, was approved by our Board of Directors and was approved by stockholders at the Company’s
annual meeting held on May 23, 2013. The 2012 Plan replaced the Company’s abovementioned 2006 Plan. The 2012 Plan provides
for the grant of options (including nonqualified options and incentive stock options), restricted stock, performance units, performance
shares, deferred stock, restricted stock units, dividend equivalents, bonus shares and other stock-based awards to directors, officers,
employees and/or consultants of the Company.



Also on March 22, 2012,
our Board approved the grant of options to purchase 42,670 shares of common stock pursuant to such plan at an exercise price of
$3.00 per share, including options to purchase 8,334 shares to each of our directors Zachary McAdoo and Maurice DeWald.



On December 10, 2012,
the Board approved the amendment of the Company’s 2012 Plan to increase the shares authorized for issuance under the 2012
Plan from 333,334 shares to 5,500,000 shares and granted to each of its three existing members as well as to each of the four New
Board Members options to purchase 250,000 shares of its common stock pursuant to the 2012 Plan at an exercise price of $0.04718
per share. The options vest evenly over 36 months starting from the date of grant. The Board furthermore granted to each of the
five former directors who had departed the Board effective November 30, 2012, i.e., George Carpenter, Henry Harbin, George Kallins,
David Jones, and Maurice DeWald, options to purchase 25,000 shares of its common stock pursuant to the 2012 Plan at an exercise
price of $0.04718 per share. These options to former directors are fully vested. Additionally, as described above, Maurice DeWald
had previously been granted options to purchase 8,334 shares of common stock of which 2,083 were vested at the time of departure.
Finally, the Board granted to the Company’s executive officers options to purchase shares of its common stock pursuant to
the 2012 Plan at an exercise price of $0.04718 per share as follows: George Carpenter 1,200,000 shares, Paul Buck 1,400,000 shares
and Michael Darkoch 920,000 shares. These options vest in increments of 12.5% at the beginning of each quarter starting from the
date of grant.



On March 26, 2013,
the Board approved the amendment of the Company’s 2012 Plan to increase the shares authorized for issuance under the 2012
Plan from 5,500,000 shares to 15,000,000 shares. The Board also granted options to purchase 250,000 shares of common stock to Thomas
Tierney upon his election to be Chairman of the Board of Directors. These options granted to Mr. Tierney vest evenly over 36 months
starting on the date of grant and have an exercise price of $0.25 per share.





15









Outstanding Equity
Awards at Fiscal Year-End



The following table
presents information regarding outstanding options held by our named executive officers as of September 30, 2013.



|                     |  | Number of Securities UnderlyingUnexercised Options (#) |         | OptionExercise Price($) |  | Option ExpirationDate
|-------------------- |  | ------------------------------------------------------ | ------- | ----------------------- |  | ---------------------
|Name                 |  | Exercisable                                            |         | Unexercisable           |  |                      
|George Carpenter (1) |  |                                                        |         |                         |  |                      
|                     |  |                                                        | 625,000 |                         |  |                      
|                     |  |                                                        | 119,445 |                         |  |                      
|                     |  |                                                        | 32,297  |                         |  |                      
|                     |  |                                                        |         |                         |  |                      
|Paul Buck (2)        |  |                                                        |         |                         |  |                      
|                     |  |                                                        | 700,000 |                         |  |                      
|                     |  |                                                        | 13,438  |                         |  |                      



| | (1) | On December10, 2012, Mr. Carpenter was granted options to purchase 1,200,000
shares of common stock. The options are exercisable at $0.04718 per share and vest in increments of 12.5% at the beginning of each
quarter starting from the date of grant. Mr. Carpenter was also granted 25,000 fully vested shares of common stock for his prior
services on the Board. These options are also exercisable at a price of $0.04718.
On March 3, 2010, Mr. Carpenter was granted options to purchase 133,334 shares of common stock. The options are exercisable at
$16.50 per share and vest equally over 48 months starting on March 3, 2010.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

On October 1, 2007 Mr. Carpenter
was granted options to purchase 32,297 shares of common stock. The options are exercisable at an exercise price of $26.70 and vest
as follows: 4,037 shares vested immediately with the remaining 28,260 shares vesting equally over 42 months commencing April 30,
2008.

| | (2) | On December 10, 2013, Mr. Buck was granted options to purchase 1,400,000
shares of common stock. The options are exercisable at $0.4718 per share and vest in increments of 12.5% at the beginning of each
quarter starting from the date of grant.
On March 3, 2010, Mr. Buck was granted options to purchase 15,000 shares of common stock. The options are exercisable at $16.50
per share and vest equally over 48 months starting on March 3, 2010.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





In addition, as described
under “- Narrative Disclosure to Summary Compensation Table” above, on October 8, 2013, the Board granted to the Company’s
two executive officers options to purchase shares of its common stock pursuant to the 2012 Omnibus Incentive Compensation Plan,
at an exercise price of $0.25 per share as follows: George Carpenter 435,000 shares, Paul Buck 470,000 shares. These options vest
pro-rata over 12 months starting from the date of grant. The officers have agreed to forego a portion of their salaries in fiscal
year 2014 as follows: George Carpenter $98,000 and Paul Buck $106,500 pursuant to the Employment Compensation Forfeiture and Exchange
Agreement. These executive officers will be paid out of the salaries which were earned and accrued during fiscal year 2012 and
fiscal year 2013. The accruals to be paid out are equivalent to the fiscal year 2014 salaries that they have agreed to forego in
lieu of receiving the options.



Director Compensation



During our fiscal year
ended September 30, 2013, non-employee directors but did not receive any cash or other compensation for their service on our Board
of Directors or committees thereof, except as follows:



On December 10, 2012,
the Board granted to each of its three existing members, (John Pappajohn, Walter Schindler and Zachary McAdoo) as well as to each
of the four New Board Members who were nominees at that time, (Thomas Tierney, Robert Follman, Richard Turner and Andrew Sassine),
options to purchase 250,000 shares of its common stock pursuant to the 2012 Plan at an exercise price of $0.04718 per share. These
options vest evenly over 36 months starting from the date of grant.



Also on December 10,
2012, the Board granted to each of the five departing directors who vacated the Board effective November 30, 2012, (George Carpenter,
Henry Harbin, George Kallins, David Jones, and Maurice DeWald), options to purchase 25,000 shares of its common stock pursuant
to the 2012 Plan at an exercise price of $0.04718 per share. These options to departing directors were fully vested.





16









On March 26, 2013,
the Board granted options to purchase 250,000 shares of common stock to Thomas Tierney upon his election to be Chairman of the
Board of Directors. These options granted to Mr. Tierney vest evenly over 36 months starting on the date of grant and have an exercise
price of $0.25 per share.



The amount reflected
in the table represents the aggregate grant-date fair value of options computed in accordance with FASB ASC Topic 718 (formerly
FAS 123R). We estimate the fair value of each option on the grant date using the Black-Scholes model.



Non-Employee Director Compensation



|Name                    |  | OptionAwards($) |        |  | All OtherCompensation($) |  |   | Total($) | 
|----------------------- |  | --------------- | ------ |  | ------------------------ |  | - | -------- | 
|Henry Harbin M.D. (1)   |  |                 | 41,300 |  |                          |  | – |          | 
|David Jones (2)         |  |                 | 1,200  |  |                          |  | – |          | 
|George Kallins M.D. (3) |  |                 | 1,200  |  |                          |  | – |          | 
|Maurice DeWald (4)      |  |                 | 1,200  |  |                          |  | – |          | 
|John Pappajohn (5)      |  |                 | 11,800 |  |                          |  | – |          | 
|Zachary McAdoo (6)      |  |                 | 11,800 |  |                          |  | – |          | 
|Walter Schindler (7)    |  |                 | 11,800 |  |                          |  | – |          | 
|Thomas Tierney (8)      |  |                 | 74,300 |  |                          |  | – |          | 
|Robert Follman (9)      |  |                 | 11,800 |  |                          |  | – |          | 
|Richard Turner (9)      |  |                 | 11,800 |  |                          |  | – |          | 
|Andrew Sassine (9)      |  |                 | 11,800 |  |                          |  | – |          | 



| | (1) | Dr. Harbin resigned from our Board of Directors effective November 18, 2012. No other compensation
was paid to Dr. Harbin in fiscal year 2012 under Dr. Harbin’s 2012 Consulting Agreement described below, although $36,000
had been accrued through September 30, 2012. In total, $90,000 has been accrued on his 2010, 2011 and 2012 Consulting Agreements.
Understanding the Company’s cash constraints, Dr. Harbin forgave the Company’s $90,000 debt which had been accrued.
Dr. Harbin entered into a new consulting agreement with the Company which terminated on December 31, 2013, and has two automatic
annual renewal options, which would engage his consulting services through December 2015. As compensation for his new consulting
services, Dr. Harbin was granted on January 14, 2013, options to purchase 850,000 shares of common stock at an exercise price of
$0.04718 per share which vest evenly over 36 months.
On December 10, 2012, Dr. Harbin was also granted for his services as a Director a fully vested option to purchase 25,000 shares
of common stock at an exercise price of $0.04718 per share.
The aggregate number of option awards outstanding for Dr. Harbin at September 30, 2013 was 901,869 shares. Dr. Harbin continues
to be an active advisor to management and continues to promote the Company and therefore continues to vest the options that he
has been granted.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Mr. Jones resigned from our Board of Directors effective November 30, 2012. On December 10, 2012,
for his services as a Director, Mr. Jones was granted a fully vested option to purchase 25,000 shares of common stock at an exercise
price of $0.04718 per share.
The aggregate number of option awards outstanding for Mr. Jones at September 30, 2012 was for 33,334 shares. Of these shares, 8,334
were assigned to SAIL Venture Partners, LP. These options have an exercise price of $16.50 per share and 25,000 options have an
exercise price of $0.04718.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Dr. Kallins resigned from our Board of Directors effective November 30, 2012. On December 10,
2012, for his services as a Director, Dr. Kallins was granted a fully vested option to purchase 25,000 shares of common stock at
an exercise price of $0.04718 per share.
The aggregate number of option awards outstanding for Dr. Kallins at September 30, 2013 was 33,334. Of these 8,334 options have
an exercise price of $12.00 per share and 25,000 options have an exercise price of $0.04718.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







17











| | (4) | Mr. DeWald joined our Board on March 22, 2012 and resigned from our Board effective November 30,
2012. Options to purchase 8,334 shares at an exercise price of $3.00 per share and vesting over 36 months were granted on March
22, 2012. On December 10, 2012, for his services as a Director, Mr. DeWald was granted a fully vested option to purchase 25,000
shares of common stock at an exercise price of $0.04718 per share.
The aggregate number of option awards outstanding for Mr. DeWald at September 30, 2013 was 33,334. Of these 8,334 options have
an exercise price of $3.00 per share and 25,000 options have an exercise price of $0.04718.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | Mr. Pappajohn joined our Board on August 26, 2009. On December 10, 2012, for his services as a
Director, Mr. Pappajohn was granted an option, vesting over 36 months, to purchase 250,000 shares of common stock at an exercise
price of $0.04718 per share.
The aggregate number of option awards outstanding for Mr. Pappajohn at September 30, 2013 was 258,334. Of these 8,334 options have
an exercise price of $16.50 per share and 250,000 options have an exercise price of $0.04718.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (6) | Mr. McAdoo joined our Board on November 21, 2011. On December 10, 2012, for his services as a
Director, Mr. McAdoo was granted an option, vesting over 36 months, to purchase 250,000 shares of common stock at an exercise price
of $0.04718 per share.
The aggregate number of option awards outstanding for Mr. McAdoo at September 30, 2013 was 258,334. Of these 8,334 options have
an exercise price of $3.00 per share and 250,000 options have an exercise price of $0.04718.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (7) | Mr. Schindler joined our Board on December 10, 2012. On December 10, 2012, for his services as
a Director, Mr. Schindler was granted an option, vesting over 36 months, to purchase 250,000 shares of common stock at an exercise
price of $0.04718 per share.
The aggregate number of option awards outstanding for Mr. Schindler at September 30, 2013 was 250,000 options with an exercise
price of $0.04718.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (8) | Mr. Tierney joined our Board on February 25, 2013. On December 10, 2012, for his services as a
Director, Mr. Tierney was granted an option, vesting over 36 months, to purchase 250,000 shares of common stock at an exercise
price of $0.04718 per share. On March 26, 2013, options vesting over 36 months, to purchase 250,000 shares of common stock at an
exercise price of $0.25 were granted to Mr. Tierney for his service as the Chairman of the Board.
The aggregate number of option awards outstanding for Mr. Tierney at September 30, 2013 was 500,000 of which 250,000 options have
an exercise price of $0.04718 per share and 250,000 options have an exercise price of $0.25 per share.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (9) | Messrs. Follman, Sassine and Turner all joined our Board on February 25, 2013. On December 10,
2012, they were each granted an option vesting over 36 months, to purchase 250,000 shares of common stock at an exercise price
of $0.04718 per share.
The aggregate number of option awards outstanding Messrs. Follman, Sassine and Turner at September 30, 2013 was 250,000 options
each with an exercise price of $0.04718 per share.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Please refer to “Narrative
Disclosure to Summary Compensation Table – 2012 Omnibus Incentive Compensation Plan” for disclosure on option grants
made to our directors after September 30, 2013, which disclosure is incorporated by reference herein.





ITEM 12.	Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder Matters



The following table sets forth information regarding beneficial
and other ownership of the shares of our Common Stock as of January 21, 2014:



| | · | Each person whom we know to be the beneficial
owner of 5% or more of our outstanding Common Stock;
| | - | --------------------------------------------------------------------------------------------------

| | · | Each of our executive officers;
| | - | -------------------------------

| | · | Each of our current directors ; and
| | - | -----------------------------------

| | · | All of our executive officers and directors
as a group.
| | - | -------------------------------------------------------





18









As of January 21, 2014,
97,422,942 shares of our Common Stock were issued and outstanding. Unless otherwise indicated in the table, the persons and entities
named in the table have sole voting and sole investment power with respect to the shares set forth opposite the stockholder’s
name, subject to community property laws, where applicable. Beneficial ownership is determined in accordance with Rule 13d-3 under
the Securities Exchange Act of 1934, as amended. For purposes of such calculation, shares of our common stock subject to options,
warrants and convertible promissory notes issued by us (and convertible interest on those notes) that are currently exercisable
or convertible, or exercisable or convertible within sixty days of January 21, 2014, are deemed to be outstanding and to be beneficially
owned by the person holding the options, warrants or convertible promissory notes, as applicable, for the purpose of computing
the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership
of any other person. Unless otherwise indicated, the address of each of the executive officers and directors and 5% or more stockholders
named below is c/o CNS Response, Inc., 85 Enterprise, Suite 410, Aliso Viejo, CA 92656.  There are no shares of any other
class or series of stock issued and outstanding.



|                                                                   |             | Shares Beneficially Owned as of |           
|------------------------------------------------------------------ | ----------- | ------------------------------- | ----------
|January 21, 2014                                                  
|Name of Beneficial Owner                                           |             | Number of Shares                |           
|Beneficially Owned                                                 | Outstanding
|Executive Officers, Directors and Director Nominees:               |             |                                 |           
|George Carpenter (1)
        President and Chief Executive Officer |             |                                 | 2,651,596 
|Paul Buck (2)
        Chief Financial Officer and Secretary        |             |                                 | 1,837,867 
|Thomas T. Tierney (3)
        Chairman of the Board of Directors   |             |                                 | 6,590,849 
|John Pappajohn (4)
        Director                                |             |                                 | 19,090,514
|Walter Schindler (5)
        Director                              |             |                                 | 6,199,461 
|Robert J. Follman (6)
        Director                             |             |                                 | 5,802,421 
|Andrew H. Sassine (7)
        Director                             |             |                                 | 4,159,332 
|Zachary McAdoo (8)
        Director                                |             |                                 | 1,865,387 
|Richard W. Turner (9)
        Director                             |             |                                 | 111,111   
|Directors and officers as a group (9 persons) (10)                 |             |                                 | 48,308,538
|Non-Director 5%+ Stockholders:                                     |             |                                 |           
|Mark & Jill Oman (11)                                              |             |                                 | 6,900,212 
|SAIL Capital (5)                                                   |             |                                 | 6,088,350 
|Extuple Limited Partnership (12)                                   |             |                                 | 5,770,792 

*	Less
than 1%



|(1) | Consists of (a) 1,340,799 shares of
        common stock, (b) 2,667 shares of common stock issuable upon the exercise of vested and exercisable warrants, which do not have
        a cashless exercise feature, and (c) 1,308,130 shares of common stock issuable upon the exercise of vested and exercisable options.
        The investor has gifted 3,334 warrants to his in-laws and 18,750 shares to his adult son. Such shares are not listed as beneficially
        owned by Mr. Carpenter in the table above. Mr. Carpenter, who has been our Chief Executive Officer since April 2009, also became
        our President on April 29, 2011.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Consists of (a) 534,867 shares
of common stock, (b) 3,000 shares of common stock issuable upon the exercise of vested and exercisable warrants, which do not
have a cashless exercise feature, and (c) 1,300,000 shares of common stock issuable upon the exercise of vested and exercisable
options. Prior to becoming an employee of our company, Mr. Buck was a financial consultant to CNS Response, Inc.                                                                                                                                                                                                                                         







19









|(3)  | Consists of (a) 6,403,349 shares of
        common stock, and (b) 187,500 shares of common stock issuable upon the exercise of vested and exercisable options. The shares of
        common stock are held in the name of the Thomas T. and Elizabeth C. Tierney Family Trust of which Mr. Tierney is a trustee. The
        address of Mr. Tierney is 2802 Dow Ave, Tustin, CA 92780. Mr. Tierney joined the board on February 25, 2013 and is the Chairman
        of the Board of Directors of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(4)  | Consists of (a) 18,859,957 shares of common stock, (b) 111,112 shares of common stock issuable upon the exercise of vested and exercisable warrants, which do not have a cashless exercise feature (c) 119,445 shares of common stock issuable upon the exercise of vested and exercisable options. The address of John Pappajohn is 2116 Financial Center, Des Moines, IA 50309. Mr. Pappajohn is a director of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(5)  | Holdings for SAIL Capital Partners,
        consists of (a) 6,029,376 shares of common stock held by various SAIL entities as follows: 2,208,034 held by SAIL Holdings, LLC;
        1,175,752 held by SAIL Venture Partners, L.P.; 1,085,471 held by SVP II Xtreme Power Joint Venture LP, LP; 943,956 held by SAIL
        2010 Co-Investment Partners, L.P.; 434,189 held by SAIL 2011 Co-Investment Partners, L.P. and 181,974 are held by SAIL Venture
        Management, LLC, (b) 50,640 shares of common stock issuable upon the exercise of vested and exercisable warrants held by SAIL Venture
        Partners, L.P.; 3,334 of these warrants have a cashless exercise feature (c) 8,334 shares of common stock issuable upon the exercise
        of vested and exercisable options which were granted to David Jones and assigned to SAIL Venture Partners, L.P. and 111,111 shares
        of common stock issuable upon the exercise of vested and exercisable options granted to and held by Walter Schindler personally.
        Mr. Schindler holds sole voting and investment power over securities held by SAIL Holdings LLC. As the managing partner of SAIL
        Capital Partners, which is the general partner of the remaining SAIL entities, Mr. Schindler along with his fellow managing partner,
        Henry Habicht, holds voting and investment power over securities held by the remaining SAIL entities. The address of all SAIL entities
        and the individual managing members listed above is 3161 Michelson Drive, Suite 750, Irvine, CA 92612. Mr. Schindler joined the
        board on December 10, 2012.
|(6)  | Consists of (a) 5,691,310 shares of
        common stock held under the Declaration of Trust of Robert J. Follman and Carole A. Follman, dated August 14, 1979 of which Mr.
        Follman is a trustee, (b) 111,111 shares of common stock issuable upon the exercise of vested and exercisable options. The address
        of Mr. Follman is 3207 West Pendleton, Santa Ana, California 92704. Mr. Follman joined the board on February 25, 2013.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(7)  | Consists of (a) 4,048,221 shares of
        common stock, (b) 111,111 shares of common stock issuable upon the exercise of vested and exercisable options. The address of Andrew
        Sassine is P.O Box 9826, Rancho Santa Fe, CA 92067. Mr. Sassine joined the board on February 25, 2013.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(8)  | Consists of (a) 1,748,720 shares of common
        stock which are held by the Zanett Opportunity Fund, Ltd. a Bermuda corporation for which McAdoo Capital, Inc. is the investment
        manager. Mr. McAdoo is the president and owner of McAdoo Capital, Inc. (b) 116,667 shares of common stock issuable upon the exercise
        of vested and exercisable options. The address of Zachary McAdoo is 635 Madison Avenue, 15th Floor, New York, NY 10022.
        Mr. McAdoo joined the board on November 21, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(9)  | Consists of (a) 111,111 shares of common
        stock issuable upon the exercise of vested and exercisable options. The address of Richard Turner is 9 Nomas Lane, Richmond, Virginia
        23238. Mr. Turner joined the board on February 25, 2013.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(10) | Consists of (a) 44,656,599 shares of
        common stock, (b) 167,419 shares of common stock issuable upon the exercise of vested and exercisable warrants of which 3,334 warrants
        have a cashless exercise feature, and (c) 3,484,521 shares of common stock issuable upon the exercise of vested and exercisable
        options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(11) | Consists of (a) 6,900,212 shares of common stock of which 6,700,212 shares are held in the name of Mark Oman & Jill Oman, Tenants in Common and 200,000 shares are held by Mark & Jill Oman Enterprises, LLC.  The address of Mr. & Mrs. Oman is 1588 Burr Oaks Dr. West Des Moines, IA 50266.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(12) | Consists of (a) 5,770,792 shares of
        common stock held by Extuple Limited Partnership of which Mr. Philip Deck is the managing partner. Extuple Limited Partnership
        is located at 170 University Ave, Suite 200, Toronto, Ontario, M5H 3B3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                





20









Securities Authorized for Issuance Under
Equity Compensation Plans



The following table sets forth certain information
regarding our equity compensation plans as of September 30, 2013.



|Plan Category                                              |  | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) |           |  | Weighted-average exercise price of outstanding options, warrants and rights (b) |   |       | Number of securities Remaining available for future issuance under equity compensation plans (c) | 
|---------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------- | --------- |  | ------------------------------------------------------------------------------- | - | ----- | ------------------------------------------------------------------------------------------------ | 
|                                                           |  |                                                                                                 |           |  |                                                                                 |   |       |                                                                                                  | 
|2006 Equity compensation plan approved by security holders |  |                                                                                                 | 501,924   |  |                                                                                 | $ | 18.29 |                                                                                                  | 
|2012 Equity compensation plan approved by security holders |  |                                                                                                 | 9,247,670 |  |                                                                                 | $ | 0.07  |                                                                                                  | 
|Equity compensation plans not approved by security holders |  |                                                                                                 | –         |  |                                                                                 | $ | –     |                                                                                                  | 
|Total                                                      |  |                                                                                                 | 9,749,594 |  |                                                                                 | $ | 1.00  |                                                                                                  | 



(1)   The 2006 Stock Incentive Plan as amended has
been frozen.



(2)   On May 23,
2013 the Company’s 2012 Omnibus Incentive Compensation Plan (as amended, the “2012 Plan”) was approved by stockholders
at the annual meeting.



ITEM 13.	Certain Relationships
and Related Transactions, and Director Independence



Certain Relationships and Related Transactions



Except as follows,
since October 1, 2012, there has not been, nor is there currently proposed, any transaction or series of similar transactions to
which we are or will be a party:



| | • | in which the amount involved exceeds the lesser of $120,000 or 1% of the
average of our total assets at year-end for the last two completed fiscal years; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | in which any director, executive officer, or other stockholder of more than
5% of our common stock or any member of their immediate family had or will have a direct or indirect material interest.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Terms of Transactions with Related
Persons



2012 Bridge Financing



Pursuant to the Bridge
Financing Purchase Agreement and in connection with the Bridge Financing, between August 17, 2012 and November 30, 2012, the Company
issued to accredited investors October 2012 Bridge Notes in an aggregate principal amount of $2,000,000 for gross proceeds to the
Company of $2,000,000. Of such aggregate principal amount, $500,000 was sold to our director John Pappajohn (of which $200,000
was exchanged for nonconvertible demand notes held by Mr. Pappajohn), $190,000 to entities affiliated with SAIL Capital Partners
and $50,000 to our Chief Executive Officer, George Carpenter.



The October 2012 Bridge
Notes where scheduled to mature on the later of October 1, 2013 or one year from the date of issuance (subject to earlier conversion
or prepayment), earn interest at a rate of 9% per year with interest payable at maturity, were convertible into shares of common
stock of the Company at a conversion price of $0.04718 and were secured by a first position security interest in the Company’s
assets, with the security interest of all previously outstanding convertible promissory notes subordinated. Holders of the October
2010 Notes held a second position security interest and holders of the January 2011 and October 2011 Notes held a third position
security interest in the assets of the Company. The security interests relating to all such notes were governed by 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”), which replaces the security agreement entered
into in September 2011.





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All October 2012 Bridge
Notes were converted by the holders between January 18, 2013 and September 30, 2013.



Pursuant to the terms
of the Amended and Restated Consent, Note Amendment and Warrant Forfeiture Agreement, dated as of October 24, 2012 (the “Consent
Agreement”), between the Company and the holders of at least a majority in aggregate principal amount outstanding (“Majority
Holders”) of each tranche of the Company’s October 2010 Notes, January 2011 Notes, October 2011 Notes and February
2012 Notes, all of such notes were amended to (a) extend the maturity date of October 1, 2013, (b) set the conversion price at
$1.00, subject to adjustment as provided in the notes (except that the conversion price of the October 2011 Notes in the case of
conversion upon a qualified offering was only amended for those holders who signed the Consent Agreement) and (c) remove full-ratchet
anti-dilution protection. In addition, each holder signing the Consent Agreement forfeited the warrants he or she received in connection
with the issuance of the notes, and consented to the 2012 Bridge Financing, the issuance of the October 2012 Bridge Notes and to
the subordination of their notes to the October 2012 Bridge Notes.



As a condition to the
investment in the Bridge Financing by Mr. Pappajohn and by SAIL Capital Partners, the Company entered into the Governance Agreements
with Equity Dynamics and SAIL Capital Partners. Pursuant to these letter agreements, the Company agreed, subject to providing required
notice to stockholders, to appoint a certain number of persons nominated by Equity Dynamics and SAIL Capital Partners to the Company’s
Board of Directors and to create vacancies for that purpose, if necessary. The number of persons to be nominated by Equity Dynamics
and SAIL Capital Partners pursuant to this provision is four and three, respectively. In addition, at each meeting of stockholders
of the Company at which directors are nominated and elected, the Company agreed to nominate for election four designees of Equity
Dynamics and three designees of SAIL Capital Partners and to take all necessary action to support their election and oppose any
challenges to such designees. Under the terms of the agreement, the Company may not increase the number of directors to more than
seven without the consent of Equity Dynamics and SAIL Capital Partners. The Governance Agreements terminate in the event of the
sale of substantially all of the Company’s assets or a change of control, or upon any issuance of securities by the Company
to parties not including Equity Dynamics and SAIL Capital Partners, from which the Company receives gross proceeds of at least
$10 million.



In
connection with the November 28, 2012 closing of the Bridge Financing, the Company also entered into Employment Compensation Forfeiture
and Exchange Agreements (“Forfeiture and Exchange Agreements”) with three of its executive officers, George Carpenter,
Paul Buck and Michael Darkoch. Pursuant to these agreements, the executives agreed to waive receipt of and release the Company
from the payment of 50% of their salaries accrued from August 31, 2010 to September 30, 2012 (amount waived was $56,250 for Mr.
Carpenter, $66,083 for Mr. Buck and $43,333 for Mr. Darkoch), in consideration for which the Company agreed to issue to such executives
a certain number of shares of its common stock 56,250 for Mr. Carpenter, 66,083 for Mr. Buck and 43,333 for Mr. Darkoch). Any
remaining accrued salary remains outstanding and shall be paid (i) from time to time at the discretion of the Board of Directors
to the extent the Board of Directors determines that such payment will not jeopardize the ability of the Company to continue as
a going concern; or (ii) upon the closing of any single financing transaction (including a single financing transaction that contemplates
multiple closings) in which the Company receives proceeds of $5 million or more. Additionally, where applicable, the executives
agreed to waive receipt of and release the Company from the payment of any previously approved bonus award. Under the agreements,
the Company agreed to indemnify the executives for all federal and state income tax payable and actually paid by the executive
related directly to the receipt of the common stock, the per share value of which is not expected to be more than the conversion
price of the new notes which is $0.04718 per share.

On October 8, 2013,
the Board granted to the Company’s two executive officers, Mr. Carpenter and Mr. Buck and two senior managers (combined “managers”)
options to purchase shares of its common stock pursuant to the 2012 Omnibus Incentive Compensation Plan, as amended, at an exercise
price of $0.25 per share as follows: Mr. Carpenter 435,000 shares, Mr. Buck 470,000 shares, Mr. Navarre 385,000 shares and Mr.
MacDonald 310,000. These options vest pro-rata over 12 months starting from the date of grant. The four managers have agreed to
forego a portion of their salaries in fiscal year 2014 as follows: Mr. Carpenter $98,000, Mr. Buck $106,500, Mr. Navarre $83,600
and Mr. MacDonald 66,700. These executive officers and managers will be paid out of the salaries which were earned and accrued
during fiscal year 2013 and fiscal year 2012. The accruals to be paid out are equivalent to the fiscal year 2014 salaries that
they have agreed to forego in lieu of receiving the options pursuant to the Employment Compensation Forfeiture and Exchange Agreements.





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Transactions with George Carpenter



On February 15, 2011,
we had issued January 2011 Notes in the aggregate principal amount of $50,000 and warrants to purchase 8,334 shares of our common
stock to a trust of which is Mr. Carpenter’s father-in-law is the trustee. Pursuant to the Consent Agreement, the warrants
associated with the January 2011 Notes were forfeited. On August 12, 2013, pursuant to the Omnibus Amendment Agreement the $50,000
January 2011 Note, together with $11,400 of interest thereon, were converted into 245,450 shares of common stock at $0.25 per share.



On November 28, 2012,
we issued October 2012 Notes in the aggregate principal amount of $50,000 to Mr. Carpenter. On March 27, 2013, this $50,000 October
2012 Note, together with $1,500 of interest thereon, were converted into 1,091,299 shares of common stock at $0.04718 per share.
	On January 14, 2014, Mr. Carpenter and his wife Jill purchased 200,000 shares of common stock for $50,000 in a private placement
by the Company at a per share price of $0.25.



Starting May, 2013,
we have paid Decision Calculus Associates (“DCA”) $10,000 per month pursuant to a consulting agreement for marketing
services. DCA is an entity operated by Jill Carpenter, the wife of George Carpenter, our Chief Executive Officer. The Board of
Directors approved the consulting agreement at a meeting on September 25, 2013.



Transactions with SAIL Capital Partners
LP (“SAIL”)



On August 17, 2012,
we issued to SAIL Holdings, LLC August 2012 Notes in the aggregate principal amount of $100,000 pursuant to the August 2012 Note
Purchase Agreement. This note was subsequently replaced with an October 2012 Note pursuant to the 2012 Amended Note Purchase Agreement.
On October 26, 2012 we issued three October 2012 Notes for the aggregate amount of $90,000 pursuant to the Amended 2012 Note Purchase
Agreement to the following SAIL entities: SAIL 2010 Co-Investment Partners, LP, $20,000; SAIL 2011 Co-Investment Partners, LP,
$20,000; SAIL Venture Partners II, LP $50,000.

On January 31, 2013,
the SAIL entities converted all their convertible notes in the aggregate principal amount of $1,440,000 and $226,200 of interest
thereon into 5,631,699 shares of common stock. Of these conversions $250,000 was an October 2010 Note together with interest of
$53,300 converted into 303,313 shares of common stock at a conversion price of $1.00 per share. $1,000,000 in aggregate were six
January 2011 Notes together with interest of $166,500 which converted into 1,166,503 shares of common stock at a conversion price
of $1.00. And lastly, $190,000 in aggregate were four October 2012 Notes together with interest of $6,400 which converted into
4,161,883 shares of common stock at a conversion price of $0.04718 per share. All these shares were converted by Walter Schindler,
a Director of the Company, on behalf of all the various SAIL entities.





Transactions with John Pappajohn



We received two short-term
loans aggregating $200,000 from our director Mr. Pappajohn on April 26, 2012 and May 25, 2012. These loans, evidenced by interest-free
demand notes, were exchanged for October 2012 Notes on November 28, 2012. In addition, on November 28, 2012, we issued an additional
$300,000 in October 2012 Notes to Mr. Pappajohn in exchange for cash.



On January 25, 2013,
Mr. Pappajohn converted October 2012 Notes with an aggregate value of $200,000, together with $2,900 of interest thereon, into
4,300,551 shares of common stock at $0.04718 per share. Additionally, on March 21, 2013, Mr. Pappajohn converted October 2012 Notes
with an aggregate value of $300,000, together with $8,500 of interest thereon, into 6,538,258 shares of common stock at $0.04718
per share.

On August 12, 2013,
pursuant to the Omnibus Amendment Agreement, Mr. Pappajohn converted six notes with an aggregate principal amount $1,511,700, together
with interest thereon of $317,800, into 7,318,229 shares of common stock convertible at $0.25 per share. Three of the notes were
October 2010 Notes with an aggregate principal amount of $761,700 and interest of $199,200; and the remaining three were October
2011 Notes with an aggregate principal amount of $750,000 and interest of $118,700.



On August 30, 2013,
Mr. Pappajohn purchased 400,000 shares of common stock for $100,000 cash in a private placement by the Company at a per share price
of $0.25.





23









Transactions with George Kallins
M.D.





On August 12, 2013,
pursuant to the Omnibus Amendment Agreement, Dr. Kallins converted three October 2010 Notes with an aggregate principal amount
$762,250, together with interest thereon of $193,000, into 3,821,160 shares of common stock convertible at $0.25 per share. The
three notes were owned by entities controlled by Dr. Kallins being Deerwood Partners LLC, Deerwood Holdings LLC and BGN Acquisition
Ltd, LP. Dr. Kallins was a member of the Board until November 30, 2012.



Transactions with Zachary McAdoo

On August 12, 2013,
pursuant to the Omnibus Amendment Agreement, Mr. McAdoo converted three notes with an aggregate principal amount $380,000, together
with interest thereon of $57,200, into 1,748,720, shares of common stock convertible at $0.25 per share. The three notes were owned
by Zanett Opportunity Fund, Ltd., (“Zanett”) a Bermuda Corporation for which McAdoo Capital, Inc. is the investment
manager. Mr. McAdoo is the president and owner of McAdoo Capital, Inc. Two of the notes were October 2011 Notes and the remaining
note was the February 2012 Note.



Transactions with Paul Buck



On February 21, 2013,
Mr. Buck purchased 50,000 shares of common stock for $12,500 in a private placement by the Company at a per share price of $0.25.
On August 28, 2013, Mr. Buck purchased an additional 50,000 shares of common stock for $12,500 in a private placement by the Company
at a per share price of $0.25.



On August 12, 2013,
pursuant to the Omnibus Amendment Agreement Mr. Buck converted a January 2011 Note with an aggregate principal amount of $50,000,
together with $11,400 of interest thereon, into 245,450 shares of common stock at $0.25 per share. Mr. Buck also converted an October
2011 Note with an aggregate principal amount of $25,000, together with $3,500 of interest thereon, into 114,000 shares of common
stock at $0.25 per share.



Transactions with Thomas Tierney



On August 21, 2012
and September 6, 2012 two October 2012 Notes in the aggregate principal amount of $200,000 were issued in exchange for cash to
the Thomas T. and Elizabeth C. Tierney Family Trust (the “Tierney Family Trust”), an accredited investor, of which
our Chairman, Mr. Tierney, is a trustee. As of January 31, 2013, the Tierney Family Trust converted its two October 2012 Notes,
in aggregate $200,000, plus $7,800 of interest thereon, into 4,403,349 shares of common stock at a conversion price of $0.04718
per share.



On March 19, July 22,
August 30, and September 10, of 2013 and on January 14, 2014, the Tierney Family Trust purchased on each date 400,000 shares of
common stock for $100,000 in private placements by the Company at a per share price of $0.25: in total the Tierney Family Trust
purchased 2,000,000 shares for an aggregate $500,000 in these private placements.



Transactions with Robert Follman



On October 19, 2012,
an October 2012 Note in the aggregate principal amount of $200,000 was issued in exchange for cash to the Trust of Robert J. Follman
and Carole A. Follman, dated August 14, 1979 (the “Follman Trust”), an accredited investor, of which our Director,
Mr. Follman, is a trustee. On June 14, 2013, the Follman Trust converted their October 2012 Note, and $ 11,900 of interest thereon,
into 4,491,310 shares of common stock at a conversion price $0.04718 per share.



On August 16, and September
11, of 2013 and on January 17, 2014, the Follman Trust purchased on each date 400,000 shares of common stock for $100,000 in private
placements by the Company at a per share price of $0.25: in total the Follman Trust purchased 1,200,000 shares for an aggregate
$300,000 in these private placements.



Transactions with Andrew Sassine



On November 28, 2012,
we issued an October 2012 Notes to Mr. Sassine for the aggregate principal amount of $25,000 in exchange for cash. On April 30,
2013, Mr. Sassine converted the October 2012 Note with an aggregate value of $25,000, together with $1,000 of interest thereon,
into 550,021 shares of common stock at $0.04718 per share.





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On August 12, 2013,
pursuant to the Omnibus Amendment Agreement, Mr. Sassine converted two notes with an aggregate principal amount $700,000, together
with interest thereon of $174,600, into 3,498,200 shares of common stock convertible at $0.25 per share. Two notes were an October
2010 Note with an aggregate principal amount of $500,000 and interest of $129,500; and a January 2011 Note with an aggregate principal
amount of $200,000 and interest of $45,100.



Transactions with Beneficial Owners
of More than Five Percent of Our Common Stock





On November 29,
2012, an October 2012 Note in the aggregate principal amount of $250,000 was issued in exchange for cash to Mark and Jill Oman,
who are accredited investors. On April 30, 2013, this October 2012 Note was converted, together with $9,500 of interest thereon,
into 5,500,212 shares of common stock at $0.04718 per share.



On June 11, 2013, Mr.
& Mrs. Oman invested $250,000 for an aggregate of 1,000,000 shares of common stock at a price of $0.25 per share pursuant a
private placement by the Company. The Company received gross cash proceeds of $250,000. Of these issued shares, 800,000 shares
are held in their own name and 200,000 are held in the name of an entity which they control. On August 30, 2013, Mr. and Mrs. Oman
invested and additional $100,000 for an aggregate of 400,000 shares of common stock at a price of $0.25 per share pursuant to a
private placement for which the Company received gross aggregate cash proceeds of $100,000







On October 25, 2012,
an October 2012 Note in the aggregate principal amount of $200,000 was issued in exchange for cash to Extuple Limited Partnership
(“Extuple”), an accredited investor, of which Philip Deck is the managing partner. On June 14, 2013, Extuple converted
$50,000 of their October 2012 Note, and $2,900 of interest thereon, to into 1,121,237 shares of common stock at a conversion price
$0.04718 per share. On September 30, 2013, Extuple converted the remaining $150,000 of their October 2012 Note, and $ 12,800 of
interest thereon, into 3,449,555 shares of common stock at a conversion price $0.04718 per share.





On April 1, 2013, Extuple
invested $300,000 for 1,200,000 shares of common stock at a price of $0.25 per share in a private placement for which the Company
received gross cash proceeds of $300,000.



Transaction with Associates of Equity
Dynamics, Inc.



On November 24, 2010,
the Board of Directors, excluding Mr. Pappajohn, approved an engagement agreement with Equity Dynamics, Inc. a company
owned by Mr. Pappajohn, to provide financial advisory services to assist the Company with the its fund raising efforts.  These
efforts have included advice and assistance with the preparation of Private Placement Memoranda, investor presentations, financing
strategies, identification of potential and actual investors, and introductions to placement agents and investment bankers. The
engagement agreement called for a retainer fee of $10,000 per month starting February 1, 2010. On March 22, 2012, the Board ratified
the extension of the engagement agreement through January 2012. Although the agreement had been terminated, as of September, 2013,
the Company still owed $157,600 of consulting fees plus $42,400 in expenses incurred on behalf of the Company for a total of $200,000
due to Equity Dynamics. Mr. Pappajohn assigned the $200,000 debt to associates of Equity Dynamics, who entered into subscription
agreements with the Company to settle this debt with common stock at $0.25 per share. On September 20, 2013, we issued 800,000
shares to the five accredited investors who were assigned the debt.





Director Independence



The information required
by Item 407(a) of Regulation S-K is incorporated herein by reference to “Directors, Executive Officers and Corporate Governance — Board
Composition, Committees and Director Independence.”







ITEM 14.	Principal Accounting
Fees and Services



Audit Fees



The aggregate fees
billed for professional services rendered by Anton & Chia, and Cacciamatta Accountancy Corporation prior to their merger, for
professional services rendered for the audit of our annual financial statements and review of the financial statements included
in our Form 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory filings
or engagements for fiscal years 2013 and 2012 were $110,000 and $146,100, respectively.





25









Audit-Related Fees



Anton & Chia, and
Cacciamatta Accountancy Corporation prior to their merger, billed us $0 and $0 in fees for assurance and related services related
to the performance of the audit or review of our financial statements for the fiscal years ended September 30, 2013 and 2012, respectively.



Tax Fees



The aggregate fees
billed by Anton & Chia, and Cacciamatta Accountancy Corporation prior to their merger, for professional services rendered for
tax compliance, tax advice, and tax planning during our fiscal years ending September 30, 2013 and September 30, 2012 were $10,000
and $10,000 respectively.



All Other Fees



None.



Audit Committee Policies and Procedures



Our Audit Committee
is directly responsible for interviewing and retaining our independent accountant, considering the accounting firm’s independence
and effectiveness, and pre-approving the engagement fees and other compensation to be paid to, and the services to be conducted
by, the independent accountant. During each of the fiscal years ended September 30, 2013 and 2012, respectively, our Audit Committee
pre-approved 100% of the audit and tax services described above.





26









ITEM 15.	Exhibits, Financial
Statement Schedules



(a)(3)     Exhibits.



|Exhibit
        Number |  | Exhibit Title                                                                                                                              
|---------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------
|                       |  |                                                                                                                                            
|31.1                   |  | Certification by Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.
|31.2                   |  | Certification by Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.







27











Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.



| | CNS RESPONSE, INC.       |                                                 
| | ------------------------ | ------------------------------------------------
| |                          |                                                 
| | By:                      | /s/ George Carpenter                            
| |                          | George Carpenter
        Chief Executive Officer
| |                          |                                                 
| | Date:   January 28, 2014 |                                                 







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