UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 15, 2009

NEUROBIOLOGICAL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

         
Delaware   000-23280   94-3049219
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
2000 Powell Street, Suite 800, Emeryville,
California
  94608
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (510) 595-6000

 
NOT APPLICABLE
(Former name or former address if changed since last report.)

Check the 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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

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Item 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING.

On September 15, 2009, Neurobiological Technologies, Inc. (the “Company”) received a letter from the Nasdaq Stock Market (the “Notice”) notifying the Company that for 30 consecutive trading days the bid price of the Company’s common stock had closed below the $1.00 per share minimum required for continued inclusion on the Nasdaq Capital Market pursuant to Nasdaq Marketplace Rule 5550(a)(2). The Notice also stated that the Company has been provided 180 calendar days, or until March 15, 2010, to regain compliance. To do so, the bid price of the Company’s common stock must close at or above $1.00 per share for a minimum of ten consecutive trading days prior to March 15, 2010.

As previously announced, and as described in the preliminary proxy statement filed with the SEC on September 8, 2009, the Company intends to call a special meeting of the stockholders to seek approval of a voluntary dissolution and liquidation of the Company. If such approval is received, the Company intends to proceed with an orderly wind down and dissolution of the Company, delist its common stock from the Nasdaq Capital Market and cease its reporting obligations under the Securities Exchange Act of 1934, as amended.

A copy of our press release announcing the Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

     
Exhibit No.   Description
99.1
  Press Release, dated September 17, 2009

SIGNATURE

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 thereunto duly authorized.

         
Dated: September 17, 2009    
       
 
       
    NEUROBIOLOGICAL TECHNOLOGIES, INC.
 
   
 
  By:   /s/ Matthew M. Loar
 
      Matthew M. Loar
 
      Vice President and Chief Financial Officer

 

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