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Published on 4/21/2011 in the Prospect News PIPE Daily.

CNS Response settles $500,000 of $5 million 9% convertible notes sale

Offer also includes seven-year warrants; Monarch Capital is the agent

By Devika Patel

Knoxville, Tenn., April 21 - Gulfstream International Group, Inc. settled a second $500,000 tranche of a $5 million private placement of 9% subordinated convertible promissory notes on April 15, according to an 8-K filed Thursday with the Securities and Exchange Commission. The company sold $1.3 million of notes on Feb. 28.

The one-year note is initially convertible into common shares at $0.30 per share, which represents a 28.57% discount to $0.42, the Feb. 25 closing share price.

The investors also received seven-year warrants for 1,916,664 common shares in the first tranche and warrants for 833,332 shares in the second as part of the deal's 50% warrant coverage. The warrants are each exercisable at $0.30, also a 28.57% discount to the Feb. 25 closing share price.

The ongoing placement is expected to settle July 31; it is being conducted by Monarch Capital Group LLC. SAIL Venture Partners, LP bought all $500,000 of the notes in the second tranche.

Based in Costa Mesa, Calif., CNS Response develops and commercializes new indications of approved drugs and drug candidates.

Issuer:CNS Response, Inc.
Issue:Secured convertible promissory notes
Amount:$5 million
Maturity:One year
Coupon:9%
Conversion price:$0.30
Warrants:50% coverage
Warrant expiration:Seven years
Warrant strike price:$0.30
Agent:Monarch Capital Group LLC
Investor:SAIL Venture Partners, LP (for $500,000)
Settlement date:Feb. 28 (for $1.3 million), April 15 (for $500,000)
Stock symbol:OTCBB: CNSO
Stock price:$0.30 at close Feb. 28

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