NEUROBIOLOGICAL TECHNOLOGIES INC /CA/
10QSB, 1997-11-12
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
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                                   FORM 10-QSB

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

(Mark One)

          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1997

                                       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 0-23280

                       NEUROBIOLOGICAL TECHNOLOGIES, INC.
        (exact name of small business issuer as specified in its charter)

          Delaware                                       94-3049219
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation  or organization)               
                           

                              1387 Marina Way South
                           Richmond, California 94804
                    (Address of principal executive offices)

                                 (510) 215-8000
              (Registrant's telephone number, including area code)

         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 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: Yes [X] No [ ]

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of the common stock, as of the latest practical date.

       Common Stock, $.001 Par Value -6,540,314- shares outstanding as of
                               September 30, 1997

          Transitional Small Business Disclosure format Yes [ ] No [X]



<PAGE>



                                      INDEX

                       NEUROBIOLOGICAL TECHNOLOGIES, INC.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (Unaudited)

         Condensed Balance Sheets -- September 30, 1997 and June 30, 1997

         Condensed  Statements of Operations -- Three months ended September 30,
         1997  and  1996;  Period  from  August  27,  1987  (inception)  through
         September 30, 1997

         Condensed  Statements of Cash Flows -- Three months ended September 30,
         1997  and  1996;  Period  from  August  27,  1987  (inception)  through
         September 30, 1997

         Notes to Condensed Financial Statements -- September 30, 1997



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

SIGNATURES


<PAGE>


PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (Unaudited)
<TABLE>

                                                 NEUROBIOLOGICAL TECHNOLOGIES, INC.
                                                    (A development stage company)

                                                      CONDENSED BALANCE SHEETS
                                                             (Unaudited)
<CAPTION>

                                                                                              September 30,                 June 30,
                                                                                                       1997                     1997
                                                                                              -------------            -------------
<S>                                                                                            <C>                     <C>         
ASSETS
Current assets:
   Cash and cash equivalents                                                                   $  2,337,117            $  1,278,402
   Short-term investments                                                                              --                 2,559,911
   Prepaid expenses and other                                                                       114,077                 171,436
                                                                                               ------------            ------------

      Total current assets                                                                        2,451,194               4,009,749

Property and equipment, net                                                                         165,866                 197,355
                                                                                               ------------            ------------

                                                                                               $  2,617,060            $  4,207,104
                                                                                               ============            ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable and accrued expenses                                                       $    682,398            $    996,556

Stockholders' equity:
   Common  stock,  $.001 par  value, 25,000,000 shares
    authorized,  6,540,314 outstanding at September 30, 1997
    and June 30, 1997                                                                            29,382,471              29,382,471
   Deficit accumulated during development stage                                                 (27,447,809)            (26,171,923)
                                                                                               ------------            ------------

Total stockholders' equity                                                                        1,934,662               3,210,548
                                                                                               ------------            ------------

                                                                                               $  2,617,060            $  4,207,104
                                                                                               ============            ============
<FN>
See accompanying notes.
</FN>
</TABLE>

<PAGE>

<TABLE>

                       NEUROBIOLOGICAL TECHNOLOGIES, INC.
                          (A development stage company)



                       CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<CAPTION>

                                                                                                          
                                                                                                          
                                                                              Three months ended                         Period from
                                                                                 September 30,                       August 27, 1987
                                                                     -------------------------------------       (inception) through
                                                                         1997                     1996            September 30, 1997
                                                                     ------------             ------------       -------------------
<S>                                                                  <C>                      <C>                      <C>
REVENUES
   Interest income                                                   $     43,165             $    138,406             $  2,075,335
   Grant income                                                              --                       --                     49,900
                                                                     ------------             ------------             ------------
      Total revenue                                                        43,165                  138,406                2,125,235

EXPENSES

   Research and development                                               697,584                1,431,842               20,960,319
   General and administrative                                             621,467                  440,477                8,612,725
                                                                     ------------             ------------             ------------

      Total expenses                                                    1,319,051                1,872,319               29,573,044
                                                                     ------------             ------------             ------------

NET LOSS                                                             $ (1,275,886)            $ (1,733,913)            $(27,447,809)
                                                                     ============             ============             ============

NET LOSS PER SHARE                                                   $      (0.20)            $      (0.27)
                                                                     ============             ============

Shares used in net loss
   per share calculation                                                6,540,314                6,515,483
                                                                     ============             ============
<FN>
See accompanying notes.
</FN>
</TABLE>



<PAGE>

<TABLE>

                                                 NEUROBIOLOGICAL TECHNOLOGIES, INC.
                                                    (A development stage company)

                                                 CONDENSED STATEMENTS OF CASH FLOWS
                                                             (Unaudited)
<CAPTION>
                                                                                  Three months ended                     Period from
                                                                                     September 30,                   August 27, 1987
                                                                           ----------------------------------    (inception) through
                                                                               1997                  1996         September 30, 1997
                                                                           ------------          ------------    -------------------
<S>                                                                        <C>                   <C>                   <C>          
OPERATING ACTIVITIES:
Net loss                                                                   $ (1,275,886)         $ (1,733,913)         $(27,447,809)
Adjustments to reconcile net loss to net cash used
in operating activities:
   Depreciation and amortization                                                 31,489                32,632               499,501
   Issuance of common stock and warrants
     for license rights and services                                               --                    --                  99,275
   Changes in assets and liabilities:
     Prepaid expenses and other                                                  57,359               170,094              (114,077)
     Accounts payable and accrued expenses                                     (314,158)             (253,156)              682,398
                                                                           ------------          ------------          ------------

Net cash used in operating activities                                        (1,501,196)           (1,784,343)          (26,280,712)
                                                                           ------------          ------------          ------------


INVESTING ACTIVITIES:
Purchase of investments                                                            --                (930,854)          (33,839,678)
Sale of investments                                                           2,559,911             2,517,955            33,839,678
Purchases of property and equipment                                                --                  (4,518)             (382,305)
Additions to patents and licenses                                                  --                    --                (283,062)
                                                                           ------------          ------------          ------------
   Net cash (used in) provided by
    investing activities                                                      2,559,911             1,582,583              (665,367)


FINANCING ACTIVITIES:
Proceeds of short-term borrowings                                                  --                    --                 235,000
Issuance of common stock                                                           --                  10,331            22,056,114
Issuance of preferred stock                                                        --                    --               6,992,082
                                                                           ------------          ------------          ------------

   Net cash provided by financing activities                                       --                  10,331            29,283,196

Increase (decrease) in cash and
   cash equivalents                                                           1,058,715              (191,429)            2,337,117

Cash and equivalents at beginning of period                                   1,278,402             4,602,815                  --
                                                                           ============          ============          ============

Cash and equivalents at end of period                                      $  2,337,117          $  4,411,386          $  2,337,117
                                                                           ============          ============          ============
<FN>
See accompanying notes.
</FN>
</TABLE>


<PAGE>



NEUROBIOLOGICAL TECHNOLOGIES, INC.
(A development stage company)

NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
September 30, 1997

NOTE 1-BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

         The accompanying  unaudited  condensed  financial  statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-QSB and Item 310(b)
of Regulation S-B.  Accordingly,  they do not include all of the information and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring  adjustments)  considered  necessary for a fair presentation
have been included. Operating results for the three month period ended September
30, 1997 are not necessarily  indicative of the results that may be expected for
the year ended June 30, 1998.  For further  information,  refer to the financial
statements and footnotes  thereto  included in the Company's Form 10-KSB for the
fiscal year ended June 30, 1997.

NET LOSS PER SHARE

         Net loss per share is computed  using the  weighted  average  number of
shares of common stock outstanding.  Common equivalent shares from stock options
and  warrants  are  excluded  from  the  computation  because  their  effect  is
antidilutive.

         In February  1997,  the  Financial  Accounting  Standards  Board issued
Statement  No.  128,  Earnings  per Share,  which is  required  to be adopted on
December  31,  1997.  At that time,  the Company  will be required to change the
method  currently  used to compute  earnings  per share and to restate all prior
periods.  The  Company  does not  expect  this  change  to have an impact on the
earnings per share.


     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
                                  OF OPERATIONS

OVERVIEW

         Neurobiological  Technologies,  Inc.  ("NTI"  or the  "Company")  is an
emerging drug development company focused on the clinical testing and regulatory
approval of  neuroscience  drugs.  NTI's  strategy is to in-license  and develop
early stage drug  candidates  that target major  medical  needs and which can be
rapidly commercialized.  Drawing upon the experience of the Company's management
in drug discovery,

<PAGE>

development,  and clinical testing,  NTI's efforts are focused on developing its
licensed drug candidates for commercialization.

         NTI currently has two product  candidates in Phase II clinical  trials.
The  Company  is  developing  Memantine,   an  orally  available  NMDA  receptor
antagonist,  which has potential as a neuroprotective agent for a broad range of
neurodegenerative  conditions.  These  conditions may include stroke,  traumatic
brain injury, neuropathic pain, dementia and Alzheimer's disease. The Company is
also  developing  Xerecept(TM),  a synthetic  preparation  of the human  peptide
Corticotropin-Releasing  Factor, which the Company believes has novel anti-edema
properties.  Xerecept's  potential to prevent  swelling of brain tissue has been
demonstrated in preclinical studies and pilot human clinical trials. Significant
additional  preclinical  testing and clinical  testing will be required prior to
submission  of any  regulatory  application  for  the  commercial  use of  these
products. There can be no assurance that future clinical trials will demonstrate
an adequate level of safety or efficacy for commercialization.

         Since 1987 when NTI was founded,  the Company has applied a majority of
its  resources  to its  research  and  development  programs.  The  Company is a
development  stage  company,  has not  received  any  revenue  from  the sale of
products, and does not anticipate receiving revenue from the sale of products in
the near future. The Company has incurred losses since its inception and expects
to incur substantial,  increasing losses due to ongoing and planned research and
development  efforts. As part of the strategic planning process, the Company has
limited  expenditures to only two drug candidates.  The Company anticipates that
it will be able to meet its capital  and  operational  requirements  through the
quarterly period ending December 31, 1997.

RESULTS OF OPERATIONS

         The  Company's   research  and   development   expenses   decreased  to
approximately  $698,000  in the  three  months  ended  September  30,  1997 from
approximately  $1,432,000 in the same period of the prior year. The decrease was
primarily due to the Company narrowing  clinical focus to the development of two
product   candidates.   General  and   administrative   expenses   increased  to
approximately  $621,000  in the  three  months  ended  September  30,  1997 from
$440,000  in the three  months  ended  September  30,  1996.  The  increase  was
primarily  due to  increased  legal  expenses  and an increase  in  expenditures
related to the  retention  of an investor  relations  firm and other  activities
relating to seeking  financing  and corporate  partnerships  in the three months
ended  September  30,  1997 as  compared  to the same  period of the prior year.
Interest  income  decreased to $43,000 in the three months ended  September  30,
1997 from  $138,000 in the same period of the prior year  primarily due to lower
average cash balances.


LIQUIDITY AND CAPITAL RESOURCES

         The Company expects its cash requirements to increase  significantly in
future  periods.  Future cash  requirements  will  depend on  numerous  factors,
including:  the  in-licensing  of  potential  drug  candidates;  the progress on
development  programs;  the  time
<PAGE>


and costs involved in seeking to obtain regulatory approval;  the ability of the
Company  to  establish  collaborative  arrangements;  product  commercialization
activities;  and the acquisition of manufacturing or laboratory  facilities.  As
part of the strategic planning process,  the Company has limited expenditures to
only two drug candidates.

         From  inception  through  September 30, 1997,  the Company has raised a
total of $29.4  million in net  proceeds  from the sale of common and  preferred
stock.

         The Company's cash  requirements over the last six months have averaged
$525,000  per  month.  The  Company  will need to raise  substantial  additional
capital to fund subsequent  operations.  The Company believes that its available
cash and cash  equivalents of $2.3 million as of September 30, 1997 are adequate
to fund its operations  through the quarterly  period ending  December 31, 1997.
The Company intends to seek such funding  through public or private  financings,
arrangements with corporate partners,  or from other sources.  However there can
be no assurance  that  funding will be available on favorable  terms from any of
these sources,  if at all. If such funding is  unavailable,  the Company will be
required  to  consider  the  license  or  sale  of  certain  of its  assets  and
technology,  delay or curtailment of its development programs, and reductions in
workforce  and  other  restructuring   alternatives,   including   discontinuing
operations or liquidation.

RISKS ASSOCIATED WITH PRODUCT DEVELOPMENT

         Except for the historical  information  contained  herein,  this report
contains forward looking  statements that involve risks and  uncertainties.  The
Company's  actual results could differ  materially  from those discussed in this
report.  Factors that could cause or contribute to such differences include, but
are not limited to, those discussed  below.  The forward  looking  statements in
this report  speak only as of the date of this  report.  The Company  disclaims,
however, any intent or obligation to update these forward looking statements.

FUTURE CAPITAL NEEDS; UNCERTAINTY OF ADDITIONAL FUNDING

         The  Company  anticipates  that it will be able to meet its capital and
operational  requirements through the quarterly period ending December 31, 1997.
The Company will require  substantial  additional  funds to conduct the research
and development and preclinical and clinical  testing of its potential  products
and to market any products that may be developed. Although the Company currently
plans to contract  with third  parties to  manufacture  clinical and  commercial
scale  quantities  of  its  potential  products,   to  the  extent  the  Company
subsequently  determines  to establish  its own  manufacturing  facilities,  the
Company will require  substantial  additional  capital.  The  Company's  capital
requirements depend on numerous factors, including the progress of its research,
preclinical  development and clinical  development  programs,  the time and cost
involved in obtaining  regulatory  approvals,  the cost of filing,  prosecuting,
defending,  and enforcing patent claims and other intellectual  property rights,
competing  technological  and  market  developments,  changes  in the  Company's
existing  research  relationships,  the  ability  of the  Company  to  establish
collaborative relationships, the development of commercialization

<PAGE>

activities and  arrangements and the purchase of additional  capital  equipment.
Thereafter,  the Company will need to raise  substantial  additional  capital to
fund its operations. The Company intends to seek such additional funding through
public or private financings, collaborative or other arrangements with corporate
partners,  or from other  sources.  There can be no  assurance  that  additional
financing will be available from any of these sources, or, if available, that it
will be available on acceptable  terms. The Company may seek to raise additional
funds whenever market  conditions so permit.  If additional  funds are raised by
issuing equity securities, further significant dilution to existing shareholders
may result. If adequate funds are not available,  the Company may be required to
delay,  scale back,  or eliminate  one or more of its  research,  discovery,  or
development  projects or to obtain funds through entering into arrangements with
collaborative  partners or others  that may  require  the Company to  relinquish
rights to certain of its technologies,  product  candidates or products that the
Company would not otherwise relinquish.

GOING CONCERN DISCLOSURE AND REPORT OF INDEPENDENT AUDITORS

         The report of the  Company's  independent  auditors with respect to the
Company's  financial  statements included in Form 10-KSB for the year ended June
30, 1997 includes a "going concern" modification,  indicating that the Company's
recurring losses and deficits in working capital and stockholders'  equity raise
substantial  doubt about the Company's  ability to continue as a going  concern.
Additionally,  such reports state that the  financial  statements do not include
any  adjustments  that may  result  from the  outcome of this  uncertainty.  See
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations" and "Notes to Condensed Financial Statements."

POSSIBLE DELISTING OF STOCK

         As of June 30,  1997,  the  Company  failed to  satisfy  the  continued
listing  requirements of the Nasdaq National  Market.  If the Company were to be
delisted from the Nasdaq National Market,  it could adversely affect the trading
volume and price volatility of the Company's common stock.

EARLY STAGE OF DEVELOPMENT, TECHNOLOGICAL UNCERTAINTY

         NTI is at an early stage of  development  and currently has no marketed
products.  All of the Company's potential products are in research,  preclinical
development  or clinical  development,  and no revenues have been generated from
product sales. To date,  most of the Company's  resources have been dedicated to
the research and development of selected candidate  pharmaceutical products, and
there can be no  assurance  that the Company will be able to develop a candidate
product  that will receive  required  regulatory  approvals  or be  successfully
commercialized.  The Company is currently  evaluating two potential  products in
early stage clinical trials. Results attained in preclinical studies and in such
early stage clinical trials are not necessarily  indicative of results that will
be  obtained  upon  further  human  clinical  testing.  The  potential  products
currently under development by the Company will require  significant  additional
clinical  testing  prior  to  submission  of  any  regulatory   application  for
commercial  use. Such  activities  will require  substantial  resources and will
necessitate the raising of substantial additional capital.

<PAGE>

         The  Company's  potential  products are subject to the risks of failure
inherent in the development of products based on new  technologies.  These risks
include the  possibilities  that any or all of the  potential  products  will be
found to be unsafe, ineffective or toxic, or otherwise fail to receive necessary
regulatory  clearances;  that  the  products,  if safe  and  effective,  will be
difficult  to  manufacture  on a large  scale or  uneconomical  to market;  that
proprietary  rights of third  parties will  preclude the Company from  marketing
products;  or that third  parties  market or will market  superior or equivalent
products.  There can be no assurance that the Company's  development  activities
will result in any commercially viable products.  The Company does not expect to
be able to commercialize any products for a number of years, if at all.

DEPENDENCE OF THIRD PARTIES

         The Company has only limited  internal  resources  and thus the Company
has  relied  and  will   continue  to  rely  heavily  on  others  for  research,
development,  manufacture and  commercialization of its potential products.  The
Company has entered into various  arrangements (many of which are non-exclusive)
with consultants, academic collaborators,  licensors, licensees, contractors and
others,  and it is dependent upon the level of commitment and subsequent success
of these outside parties in performing their responsibilities.  Certain of these
agreements  place  responsibility  for  preclinical  testing and human  clinical
trials and for preparing and submitting  submissions for regulatory approval for
potential  products on the  collaborator,  licenser or  contractor.  Should such
collaborator, licenser or contractor fail to perform, the Company's business may
be adversely affected.

         The Company has entered into certain agreements and licenses with third
parties, a number of which require the Company to pay royalties. The Company has
relied on scientific,  technical,  clinical,  commercial and other data supplied
and disclosed by others in entering into these  agreements and will rely on such
data in support of applications to enter human clinical trials for its potential
products.  Although the Company has no reason to believe  that this  information
contains  errors or omissions of fact,  there can be no assurance that there are
no errors or omissions of fact that would change  materially  the Company's view
of the future  likelihood  of FDA  approval  or  commercial  viability  of these
potential products.

GOVERNMENT REGULATION AND PRODUCT APPROVAL

         The FDA and state and  local  agencies,  and  comparable  agencies  and
entities  in  foreign   countries   impose   substantial   requirements  on  the
manufacturing and marketing of human  therapeutics  through lengthy and detailed
laboratory, preclinical animal studies and clinical testing procedures, sampling
activities and other costly and time consuming procedures. Satisfaction of these
requirements  typically takes many years and varies  substantially  based on the
type,  complexity,  and novelty of the drug. The effect of government regulation
may be to delay for a  considerable  period of time or prevent the  marketing of
any product that the Company may develop and/or to impose costly procedures upon
the Company's activities,  the result of which may be to furnish an advantage to
its competitors. There can be no assurance that FDA or other regulatory

<PAGE>

approval for any  products  developed by the Company will be granted on a timely
basis or at all. Any such delay in obtaining or failure to obtain such approvals
would adversely affect the marketing of the Company's  proposed products and its
ability  to  earn  product  revenues  or  royalties.  In  addition,  success  in
preclinical  or early stage  clinical  trials  does not assure  success in later
stage clinical  trials.  As with any regulated  product,  additional  government
regulations  may be  promulgated  which could delay  regulatory  approval of the
Company's  potential products.  Adverse government  regulation which might arise
from future legislation or administrative action cannot be predicted.

UNCERTAINTY OF PROTECTION OF PATENTS AND PROPRIETARY RIGHTS

         The  Company's  success will depend,  in large part,  on its ability to
obtain or license patents,  protect trade secrets and operate without infringing
upon the proprietary rights of others. A substantial number of patents have been
issued to other pharmaceutical,  biotechnology and biopharmaceutical  companies.
Moreover,  other competitors may have filed patent applications for, or may have
been issued  patents or may obtain  additional  patents and  proprietary  rights
relating to, products or processes competitive with those of the Company.

         There can be no assurance that any of the patent applications  licensed
to the Company  will be  approved,  that the Company  will  develop  proprietary
products that are  patentable,  that any issued patents  licensed to the Company
will provide the Company with adequate protection for its inventions or will not
be  challenged  by others,  or that the  patents  of others  will not impair the
ability of the Company to do  business.  The patent  position  of  biotechnology
firms  generally  is highly  uncertain,  involving  complex  legal  and  factual
questions,  and has recently been the subject of much litigation.  No consistent
policy has emerged from the United States Patent and Trademark  Office regarding
the  breadth  of claims  allowed  or the  degree of  protection  afforded  under
biotechnology  patents.  Finally, there can be no assurance that others will not
independently develop similar products, duplicate any of the Company's potential
products,  or design around any potential patented products of the Company. As a
result,  there can be no  assurance  that  patent  applications  relating to the
Company's  potential  products or processes will result in patents being issued,
or that patents,  if issued,  will provide  protection  against  competitors who
successfully  challenge the Company's  patents,  obtain patents that may have an
adverse  effect on the  Company's  ability  to conduct  business,  or be able to
circumvent the Company's  patent  position.  In view of the time delay in patent
approval and the secrecy afforded United States patent applications, the Company
does not know if other  applications that would have priority over the Company's
applications have been filed.


<PAGE>



MANUFACTURING LIMITATIONS

         The Company currently does not have its own manufacturing facilities to
manufacture  products  under the current  Good  Manufacturing  Practices  (cGMP)
requirements  prescribed  by the FDA. The Company has  established  arrangements
with contract manufacturers to supply potential products for clinical trials and
intends  to  establish  similar  arrangements  for the  manufacture,  packaging,
labeling  and  distribution  of  products,  if approved  for  marketing.  If the
Company's  contractors  are unable to supply  sufficient  quantities  of product
candidates  manufactured  in  accordance  with  cGMP on  acceptable  terms,  the
Company's  human  clinical  testing  schedule  would be delayed.  If the Company
should  encounter  delays or  difficulties in  establishing  relationships  with
manufacturers   to  produce,   package  and  distribute  its  products,   market
introduction and subsequent sales of such products would be adversely  affected.
Moreover,  contract  manufacturers  that the Company may use must adhere to cGMP
regulations  enforced by the FDA through its facilities  inspection  program. If
these facilities cannot pass a pre-approval plant inspection, the FDA pre-market
approval of the products would be adversely affected.  The Company's  dependence
on third  parties for the  manufacture  of  products  may  adversely  affect the
Company's  results of operations and its ability to develop and deliver products
on a timely and competitive basis.

RISK OF PRODUCT LIABILITY

         Clinical trials or marketing of any of the Company's potential products
may expose the Company to liability  claims from the use of such  products.  The
Company's  product  liability  insurance  does  not  cover  commercial  sales of
products.  The Company has a limited  amount of product  liability  insurance to
cover liabilities  arising from clinical trials.  There can be no assurance that
the Company's  insurance will be adequate to cover any liabilities  arising from
the Company's  clinical trials,  that the Company will be able to obtain product
liability insurance covering  commercial sales or, if obtained,  that sufficient
coverage can be acquired at a reasonable  cost. An inability to obtain insurance
at acceptable cost or otherwise  protect  against  potential  product  liability
claims could prevent or inhibit  commercialization  of any products developed by
the Company.

DEPENDENCE ON QUALIFIED PERSONNEL AND ADVISORS

         The Company is highly  dependent  upon its  scientific  and  management
staff  and on  consultants  and  advisors,  the  loss of  whose  services  might
significantly  delay the  achievement  of  planned  development  objectives.  In
addition,  the Company is dependent on collaborators  at research  institutions.
Recruiting  and  retaining  qualified  personnel,  collaborators,  advisors  and
consultants  will  be  critical  to the  Company's  success.  There  is  intense
competition  for  such  qualified   personnel  in  the  area  of  the  Company's
activities,  and  there can be no  assurance  that the  Company  will be able to
continue to attract and retain the personnel  necessary for the  development  of
the Company's business. The Company's planned activities will require additional
expertise  in areas  such as  clinical  trial  management,  regulatory  affairs,
manufacturing,  and marketing.  Such activities will require the addition of new
personnel  including  management and the


<PAGE>

development  of  additional  expertise  by existing  management  personnel.  The
inability to acquire such  services or to develop  such  expertise  could have a
material adverse effect on the Company's operations.

VOLATILITY OF STOCK PRICE; LIMITED MARKET CAPITALIZATION

         The market price of the Company  common stock,  like that of the common
stock of many other biotechnology  companies, has been and is likely to continue
to be, highly volatile.  Factors such as the results of preclinical  studies and
clinical trials by the Company, or its competitors, other evidence of the safety
or efficacy of products  of the  Company or its  competitors,  announcements  of
technological  innovations  or new  therapeutic  products  by the Company or its
competitors,  government  regulation,  health care legislation,  developments in
patent or other proprietary  rights of the Company or its competitors  including
litigation,   fluctuations  in  the  Company's  operating  results,  and  market
conditions for life sciences stocks in general could have a significant  adverse
impact on the future price of the common stock.  In addition,  the average daily
trading volume of the Company's  common stock since public trading of the common
stock   commenced   has  been   relatively   low   compared  to  that  of  other
biopharmaceutical  companies. To the extent this trading pattern continues,  the
price of the common stock may fluctuate  significantly as a result of changes in
demand for such shares and sales of stock by stockholders.

POSSIBLE ENFORCEMENT PROCEEDINGS

In late  January  1996,  two  executive  officers  of the Company  purchased  an
aggregate of 1,600 shares of the  Company's  common stock prior to the Company's
proposed  public  offering of common stock.  After these  officers  informed the
Company's  outside legal counsel of such  purchases,  such counsel  advised that
such  purchases  constituted a violation of Rule 10b-6 under the  Securities and
Exchange  Act of 1934,  as amended.  The SEC  instituted  a  voluntary  informal
inquiry into this matter and may seek  enforcement  action  against the officers
who made the purchases,  both of whom have since left the employ of the Company.
The SEC has  indicated  that it has no  present  intention  to seek  enforcement
action  against the  Company.  Any actions  taken by the SEC with respect to the
matter may have a material  adverse effect on the Company's  financial  position
and results of operations.

Note:  Except for the  historical  information  contained  herein,  the  matters
discussed in this quarterly  report are forward looking  statements that involve
risks and  uncertainties,  including  the  ability  to raise  capital,  properly
design,  implement,  and complete planned trials, meet regulatory  requirements,
demonstrate  safety and  efficacy  for product  candidates,  manage  third party
contractors,  and avoid infringement of third party proprietary  rights, as well
as other  risks  detailed  from  time to time in the  Company's  Securities  and
Exchange  Commission  filings.  Actual results may differ  materially from those
projected.  These forward looking statements represent the Company's judgment as
of the date hereof. The Company disclaims,  however, any intent or obligation to
update these forward looking statements.



<PAGE>



                           PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

Exhibit 27: Financial Data Schedule for the period ended September 30, 1997.

Reports:  The  Company  did not file any  reports  on Form 8-K  during the three
months ended September 30, 1997.

SIGNATURES

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                    NEUROBIOLOGICAL TECHNOLOGIES, INC.

Dated: November 1, 1997             /s/ Paul E. Freiman
                                    --------------------------------------------
                                    Paul E. Freiman
                                    President, Chief Executive Officer
                                    (Principal Executive and Accounting Officer)
                                    and Director


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                                         THE SCHEDULE CONTAINS SUMMARY FINANCIAL
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                                         SHEET AND INCOME STATEMENTS DATED
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                                         ENTIRETY BY REFERENCE TO SUCH FINANCIAL
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