Registrant’s
telephone number, including area code: (310) 208-1182
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appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the Registrant under any of the following
provisions.
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
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This
Current Report on Form 8-K and other reports filed by the Registrant from time
to time with the Securities and Exchange Commission (collectively the “Filings”)
contain forward looking statements and information that are based upon beliefs
of, and information currently available to, the Registrant’s management, as well
as estimates and assumptions made by the Registrant’s management. When used in
the Filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”,
“intend”, “plan” or the negative of these terms and similar expressions as they
relate to the Registrant or the Registrant’s management identify forward looking
statements. Such statements reflect the current view of the Registrant with
respect to future events and are subject to risks, uncertainties, assumptions
and other factors relating to the Registrant’s industry, operations and results
of operations and any businesses that may be acquired by the Registrant. Should
one or more of these risks or uncertainties materialize, or should the
underlying assumptions prove incorrect, actual results may differ significantly
from those anticipated, believed, estimated, expected, intended or
planned.
Item
1.01Entry
into a Material Definitive Agreement
As
reported in the current report on Form 8-K of Strativation, Inc., a Delaware
corporation (the “Registrant”) filed on January 22, 2007, which is incorporated
herein by reference, the Registrant entered into an Agreement and Plan of
Merger
(“Merger Agreement”) with CNS Merger Corporation, a California corporation and
wholly-owned subsidiary of the Registrant (“MergerCo”), and CNS Response, Inc.,
a California corporation (“CNSR”),
effective January 16, 2007.
Pursuant
to the Merger Agreement, the
Registrant’s
obligation to complete the transactions contemplated therein is contingent
upon
the completion of a private placement of investment
units consisting of common
stock and warrants (“Investment Units”) that would result in approximately $10
million in gross proceeds to the Registrant (the “Offering”).
Additionally, the Merger Agreement provides that either the Registrant or
CNSR
may terminate the Merger Agreement if the merger of MergerCo into CNSR is
not
completed by February 28, 2007 (“Expiration Date”).
On
February 23, 2007, the Registrant, MergerCo and CNSR agreed to amend the
Merger
Agreement (the “Amendment”) to
decrease
the
number of Investment Units necessary for the completion of the Offering and
the
offering
price thereof, thereby reducing the minimum
proceeds
of
the
offering to
$7,005,000. Additionally, the Amendment extends the Expiration Date of the
Merger Agreement from February 28, 2007 to March 15, 2007.
The
respective boards of directors of the Registrant, MergerCo, and CNSR have
each
approved the Amendment and the terms thereof.
The
foregoing description of the Amendment does not purport to be complete and
is
qualified in its entirety by reference to the full text of the Amendment,
a copy
of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated by reference herein.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this Report to be signed on its behalf by the undersigned hereunto
duly authorized.
