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 December 31, 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 incorporation (IRS Employer Identification No.)
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 -6,543,289- shares outstanding as of
December 31, 1997
Transitional Small Business Disclosure format Yes [ ] No [X]
1
<PAGE>
INDEX
NEUROBIOLOGICAL TECHNOLOGIES, INC.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (Unaudited)
Condensed Balance Sheets -- December 31, 1997 and June 30, 1997
Condensed Statements of Operations -- Three and six months ended
December 31, 1997 and 1996; Period from August 27, 1987 (inception)
through December 31, 1997
Condensed Statements of Cash Flows -- Six months ended December 31,
1997 and 1996; Period from August 27, 1987 (inception) through December
31, 1997
Notes to Condensed Financial Statements -- December 31, 1997
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF THE SECURITY HOLDERS
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
2
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (Unaudited)
NEUROBIOLOGICAL TECHNOLOGIES, INC.
(A development stage company)
CONDENSED BALANCE SHEETS
(Unaudited)
December 31, June 30,
1997 1997
------------ ------------
ASSETS
Current assets:
Cash and cash equivalents $ 1,379,674 $ 1,278,402
Short-term investments -- 2,559,911
Prepaid expenses and other 82,254 171,436
------------ ------------
Total current assets 1,461,928 4,009,749
Property and equipment, net 139,435 197,355
------------ ------------
$ 1,601,363 $ 4,207,104
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 864,228 $ 996,556
Stockholders' equity:
Common stock, $.001 par value,
25,000,000 shares authorized,
6,543,289 outstanding at December 31, 1997
and 6,540,314 at June 30, 1997 29,384,672 29,382,471
Deficit accumulated during development stage (28,647,537) (26,171,923)
------------ ------------
Total stockholders' equity 737,135 3,210,548
------------ ------------
$ 1,601,363 $ 4,207,104
============ ============
See accompanying notes
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<TABLE>
NEUROBIOLOGICAL TECHNOLOGIES, INC.
(A development stage company)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
Period from
Three months ended December 31, Six months ended December 31, August 27, 1987
-------------------------------- -------------------------------- (inception) through
1997 1996 1997 1996 December 31, 1997
------------ ------------ ------------ ------------ ------------------
<S> <C> <C> <C> <C> <C>
REVENUES
Interest income $ 24,109 $ 113,379 $ 67,274 $ 251,785 $ 2,099,444
Grant income -- -- -- -- 49,990
------------ ------------ ------------ ------------ ------------
Total revenue 24,109 113,379 67,274 251,785 2,149,344
EXPENSES
Research and development 448,313 1,318,118 1,145,897 2,749,960 21,408,632
General and administrative 775,524 595,944 1,396,991 1,036,421 9,388,249
------------ ------------ ------------ ------------ ------------
Total expenses 1,223,837 1,914,062 2,542,888 3,786,381 30,796,881
------------ ------------ ------------ ------------ ------------
NET LOSS $ (1,199,728) $ (1,800,683) $ (2,475,614) $ (3,534,596) $(28,647,537)
============ ============ ============ ============ ============
BASIC & DILUTED NET LOSS
PER SHARE $ (0.18) $ (0.28) $ (0.38) $ (0.54)
============ ============ ============ ============
Shares used in basic &
diluted net loss per share
calculation 6,541,306 6,524,820 6,540,810 6,520,152
============ ============ ============ ============
<FN>
See accompanying notes.
</FN>
</TABLE>
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<TABLE>
NEUROBIOLOGICAL TECHNOLOGIES, INC.
(A development stage company)
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Six months ended Period from
December 31, August 27, 1987
---------------------------- (inception) through
1997 1996 December 31, 1997
------------ ------------ ------------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net loss $ (2,475,614) $ (3,534,596) $(28,647,537)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 57,920 65,750 525,932
Issuance of common stock and warrants
for license rights and services -- -- 99,275
Changes in assets and liabilities:
Prepaid expenses and other 89,182 166,021 (82,254)
Accounts payable and accrued expenses (132,328) (358,108) 864,228
------------ ------------ ------------
Net cash used in operating activities (2,460,840) (3,660,933) (27,240,356)
INVESTING ACTIVITIES:
Purchase of investments -- (978,643) (33,839,678)
Sale of investments 2,559,911 3,535,285 33,839,678
Purchases of property and equipment -- (4,142) (382,305)
Additions to patents and licenses -- -- (283,062)
------------ ------------ ------------
Net cash (used in) provided by
investing activities 2,559,911 2,552,500 (665,367)
FINANCING ACTIVITIES:
Proceeds of short-term borrowings -- -- 235,000
Issuance of common stock 2,201 43,139 22,058,315
Issuance of preferred stock -- -- 6,992,082
------------ ------------ ------------
Net cash provided by financing activities 2,201 43,139 29,285,397
Increase (decrease) in cash and
cash equivalents 101,272 (1,065,294) 1,379,674
Cash and equivalents at beginning of period 1,278,402 4,602,815 --
------------ ------------ ------------
Cash and equivalents at end of period $ 1,379,674 $ 3,537,521 $ 1,379,674
============ ============ ============
<FN>
See accompanying notes
</FN>
</TABLE>
5
<PAGE>
NEUROBIOLOGICAL TECHNOLOGIES, INC.
(A development stage company)
NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)
December 31, 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 and six month periods ended
December 31, 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.
BASIC AND DILUTED NET LOSS PER SHARE
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, Earnings per Share, which has been adopted by the Company.
Basic and diluted 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, which would be included using the dilutive method
are excluded from the computation because their effect is antidilutive.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board issued Statement
No. 130, "Reporting Comprehensive Income" ("FAS 130"), and Statement No. 131,
"Disclosure about Segments of an Enterprise and Relate Information" ("FAS 131").
The Company is required to adopt these statements in fiscal year 1999. FAS 130
establishes new standards for reporting and displaying comprehensive income and
its components. FAS 131 requires disclosure of certain information regarding
operating segments, products and services, geographic areas of operation and
major customers. Adoption of these statements is expected to have no impact on
the Company's consolidated financial position, results of operations or cash
flows.
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ITEM 2. 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, 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. During the
second quarter, the Company completed a controlled human clinical trial of
Memantine in patients with neuropathic pain due to diabetes or post-herpetic
neuralgia (a complication of shingles). Subsequent to the quarter's end, NTI
completed preliminary analysis of the trial results. Although reduction in pain
symptoms was not seen in post-herpetic patients, Memantine subjects with painful
diabetic neuropathy experienced greater pain relief and reduction of pain
intensity compared to the placebo comparator. This positive data supports
further clinical development of Memantine in diabetic patients with neuropathy.
It confirms the Company's belief that Memantine is well-suited to treat this
chronic pain because of its favorable side effect profile and oral availability.
Memantine is also currently being evaluated as a treatment for dementia and
neuropathic pain symptoms in AIDS patients in a Phase II human clinical trial
funded by the National Institutes of Health. NTI is supplying the drug for the
trial and will have the right to use the resulting data to further the
commercial development of Memantine.
The Company is also developing Xerecept(TM), a synthetic preparation of
the human peptide Corticotropin-Releasing Factor (CRF), as a treatment for
cerebral edema. Peritumoral brain edema is the initial therapeutic target. The
Company believes Xerecept has the potential to significantly improve the quality
of life for brain cancer patients with brain swelling. Results from preclinical
studies and pilot human clinical trials previously sponsored by the Company have
demonstrated the compound's potential to prevent swelling of brain tissue while
being well tolerated and also appearing to be safe. During the second quarter,
NTI began to enroll patients in a Phase II clinical trial to evaluate Xerecept's
ability to control neurological symptoms caused by peritumoral brain edema. The
patients will be randomized to receive Xerecept or synthetic corticosteroids,
the standard treatment for this condition. The Company believes that Xerecept
may prove a safer treatment than synthetic corticosteroids, which are associated
with serious adverse side effects.
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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 only until
March 1998.
IMPACT OF YEAR 2000 ISSUE
The Company has completed an assessment of its computer systems and
believes that such systems will function properly with respect to dates in the
year 2000 and thereafter.
The Company is assessing the possible effects on the Company's
operations of the year 2000 readiness of key subcontractors; however the
potential impact and related costs are not known at this time
RESULTS OF OPERATIONS
The Company's research and development expenses decreased to
approximately $448,000 in the three months ended December 31, 1997 from
approximately $1,318,000 in the same period of the prior year. The decrease was
primarily due to the Company's narrowing its clinical focus to the development
of two product candidates. General and administrative expenses increased to
approximately $776,000 in the three months ended December 31, 1997 from $596,000
in the three months ended December 31, 1996. The increase was primarily due to
professional services related to seeking financing and corporate partnerships in
the three months ended December 31, 1997 as compared to the same period of the
prior year. Interest income decreased to $24,000 in the three months ended
December 31, 1997 from $113,000 in the same period of the prior year 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 of
development programs; the time 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.
8
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From inception through December 31, 1997, the Company has raised a
total of $29.4 million in net proceeds from the sale of common and preferred
stock.
The Company believes that its available cash and cash equivalents of
$1.4 million as of December 31, 1997 are adequate to fund its operations only
into March 1998. The Company will need to raise substantial additional capital
to fund subsequent operations. The Company will need to obtain funding through
public or private financings, arrangements with corporate partners, or from
other sources in order to continue operations beyond March 1998. 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.
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.
DELISTING OF STOCK
The Company's common stock was delisted from The Nasdaq Stock Market
effective the close of business February 3, 1998 because the Company failed to
meet the financial conditions necessary to remain listed. The delisting could
adversely affect the trading volume and price volatility of the Company's stock.
NTI's common stock is now quoted on the OTC-Bulletin Board(R) under the symbol
NTII.
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. Although the recently completed
trials of
9
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Memantine indicated effectiveness in relieving diabetic neuropathy pain, larger
clinical trials will be required. There can be no assurance that the Company
will be able to raise the capital to conduct these trials or, if the trials are
conducted, that they will be successful in confirming Memantine's efficacy.
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 several 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, manufacturing 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, licensor or contractor. Should such
collaborator, licensor 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 and make other
payments. The Company's limited cash may make it difficult or impossible for the
Company to meet its payment obligations under these agreements. Failure to make
such payments could cause the Company to lose its rights to technologies or data
under these agreements.
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.
10
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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 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 or cause the withdrawal of
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. The Company's current cash situation may
make it difficult for the Company to protect its patent position by filing
patent applications or pursuing or defending infringement claims. Furthermore,
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 breadths 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, that 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 patent, obtain patents that may have adverse effect on the Company's
ability to conduct business, or be able to circumvent the Company's patent
position. In view of the
11
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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.
MANUFACTURING LIMITATIONS
The Company's potential products will need to be manufactured under the
current Good Manufacturing Practices (cGMP) requirements prescribed by the FDA.
The Company currently does not have its own manufacturing facilities. The
Company has established arrangements with contract manufacturers to supply
potential products for clinical trails 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
12
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attract and retain the personnel necessary for the development of the Company's
business, especially given the Company's current cash situation. Until it can
raise substantial additional capital, the Company will not be able to add the
expertise required to develop its potential products in clinical trial
management, regulatory affairs, manufacturing, and marketing. The inability to
acquire such services or to develop such expertise could have a material adverse
effect on the Company's operations.
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 risks set forth above, as well as other
risks detailed from time to time in the Company's filings with the Securities
And Exchange Commission. 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.
13
<PAGE>
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On November 4, 1997, the Company held its Annual Meeting of Stockholders. The
following matters were voted on at the Annual Meeting of Stockholders.
(1) The following six directors were elected:
Votes For Withheld
--------- --------
Paul E. Freiman 5,656,356 44,663
Abraham E. Cohen 5,660,906 40,113
Enoch Callaway, M.D. 5,660,906 40,113
Theodore L. Eliot, Jr. 5,658,906 42,113
Abraham D. Sofaer 5,658,906 42,113
John B. Stuppin 5,655,920 45,099
(2) The amendment and restatement of the 1993 Stock Plan of Neurobiological
Technologies, Inc. was ratified: For 2,667,834; Against 198,022; Abstain 45,415.
(3) The selection of Ernst & Young LLP as the independent auditors of the
Company for the current year was ratified: For 5,671,760; Against 12,200;
Abstain 17,059.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Reports: The Company did not file any reports on Form 8-K during the three
months ended December 31, 1997.
Exhibit 27: Financial Data Schedule for the period ended December 31, 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: February 12, 1998 /s/ Paul E. Freiman
--------------------------------------------
Paul E. Freiman
President, Chief Executive Officer
(Principal Executive and Accounting
Officer) and Director
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BALANCE SHEET
AND INCOME STATEMENTS DATED 12/31/97 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
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<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> DEC-31-1997
<EXCHANGE-RATE> 1
<CASH> 1,379,674
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,461,928
<PP&E> 376,521
<DEPRECIATION> 237,086
<TOTAL-ASSETS> 1,601,363
<CURRENT-LIABILITIES> 864,228
<BONDS> 0
0
0
<COMMON> 29,384,672
<OTHER-SE> (28,647,537)
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<TOTAL-REVENUES> 67,274
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