SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
SCHEDULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)*
NEUROBIOLOGICAL TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
00064124W1
- --------------------------------------------------------------------------------
(CUSIP Number)
- --------------------------------------------------------------------------------
Arthur Rock
One Maritime Plaza, #1220
San Francisco, CA 94111
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 19, 1999
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule; including all exhibits. See ss.240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act.
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE 13D
- ------------------------------------------------
CUSIP No. 00064124W1
- ------------------------------------------------
- ---------- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Arthur Rock
- ---------- ---------------------------------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
2 (b) |_|
- ---------- ---------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------- ---------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS PF
- ---------- ---------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_|
- ---------- ---------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
- ---------- ---------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER 1,664,997 shares of Common Stock(1)
OF
-------- ------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None
OWNED
-------- ------------------------------------------------------------------------------
BY 9 SOLE DISPOSITIVE POWER
EACH 1,664,997 shares of Common Stock(1)
REPORTING
-------- ------------------------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH None
- ---------------------------- -------- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,664,997 shares of Common Stock(1)
- ---------- ---------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |X|
- ---------- ---------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
- ---------- ---------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ---------- ---------------------------------------------------------------------------------------------------------
<FN>
- --------------
(1) Consists of (i) 749,926 shares of Common Stock, (ii) 400,000 shares of Common Stock issuable upon exercise of
Common Stock purchase warrants, (iii) 500,000 of Common Stock issuable upon the conversion of Series A Preferred
Stock and (iv) 15,071 shares of Common Stock issuable upon exercise of stock options. Amount excludes 2,018
shares of Common Stock held by Toni Rembe Rock (the Reporting Person's spouse), with respect to which the
Reporting Person disclaims beneficial ownership.
</FN>
</TABLE>
2
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D (the "Statement") relates to
the Common Stock ("Common Stock") of Neurobiological Technologies, Inc., a
Delaware corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 1387 Marina Way South, Richmond, California 94804.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is filed on behalf of Arthur Rock (the
"Reporting Person").
(a) Arthur Rock
(b) One Maritime Plaza, #1220
San Francisco, CA 94111
(c) Venture Capital
(d) During the last five years, the Reporting Person has not
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, the Reporting Person has not
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which, he was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws or finding any
violation with respect to such laws.
(f) United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On November 9, 1999, the Reporting Person purchased 250,000
shares (the "Shares") of Common Stock of the Company (the "Common Stock") and a
stock purchase warrant (the "Warrant") to purchase 100,000 shares of Common
Stock of the Company (the "Warrant Shares") for an aggregate purchase price of
$200,000. The source of funds for the purchase of the Common Shares and the
Warrant was the Reporting Person's personal funds. The Reporting Person
currently anticipates that the source of funds for the exercise price of the
Warrant will be his personal funds.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person purchased the Shares and the Warrant for
investment purposes. The Reporting Person does not currently have any plans or
proposals which relate to or would result in any matters set forth in Items 4(a)
through 4(j).
3
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date of this Statement, the Reporting Person
beneficially owned 1,664,997(2) shares of the Issuer's Common
Stock, representing approximately 11.8% of the Issuer's
outstanding shares of Common Stock.
(b) Except pursuant to applicable community property laws, the
Reporting Person has sole power to vote and to direct the vote
of, and sole power to dispose or to direct the disposition of
1,664,997(2) shares of the Issuer's Common Stock.
(c) On September 15, 1999, the Reporting Person exercised a
warrant to purchase 100,000 shares of Common Stock on a net
exercise basis, resulting in the issuance of 25,233 shares. On
November 9, 1999, the Reporting Person purchased the Shares
and the Warrant for an aggregate purchase price of $200,000.
(d) Except pursuant to applicable community property laws, no
other person is known to the Reporting Person to have the
right to receive or the power to direct the receipt of
dividends from, or proceeds from the sale of, any shares of
Common Stock beneficially owned by the Reporting Person on the
date of this Statement.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following documents are filed as exhibits hereto:
Exhibit A Form of Subscription Agreement
Exhibit B Form of Warrant
- --------------
(2) Consists of (i) 749,926 shares of Common Stock, (ii) 400,000 shares of
Common Stock issuable upon exercise of Common Stock purchase warrants, (iii)
500,000 of Common Stock issuable upon the conversion of Series A Preferred
Stock and (iv) 15,071 shares of Common Stock issuable upon exercise of stock
options. Amount excludes 2,018 shares of Common Stock held by Toni Rembe
Rock (the Reporting Person's spouse), with respect to which the Reporting
Person disclaims beneficial ownership.
4
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: November 19, 1999
By: /s/ Arthur Rock
-----------------------------
Name: Arthur Rock
5
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Document Description Numbered Page
------ -------------------- -------------
Exhibit A Form of Subscription Agreement
Exhibit B Form of Warrant
6
<PAGE>
EXHIBIT A
Warrant No. __
WARRANT TO PURCHASE A MAXIMUM OF
_________ SHARES OF COMMON STOCK OF
NEUROBIOLOGICAL TECHNOLOGIES, INC.
(Void after __________, 2004)
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES
UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.
THIS WARRANT AND THE SHARES PURCHASABLE HEREUNDER ARE SUBJECT TO RESTRICTIONS ON
TRANSFER AS SET FORTH HEREIN.
This certifies that _____________ (the "Holder"), or assigns,
for value received, is entitled to purchase from Neurobiological Technologies,
Inc., a Delaware corporation (the "Company"), subject to the terms set forth
below, a maximum of __________ fully paid and nonassessable shares (subject to
adjustment as provided herein) of the Company's Common Stock (the "Warrant
Shares") for cash at a price of $1.75 per share (the "Exercise Price") (subject
to adjustment as provided herein) at any time or from time to time up to and
including 5:00 p.m. (California Time) on _________, 2004, (the "Expiration
Date") upon surrender to the Company at its principal office (or at such other
location as the Company may advise the Holder in writing) of this Warrant
properly endorsed with the Form of Subscription attached hereto duly filled in
and signed and upon payment in cash or by check of the aggregate Exercise Price
for the number of shares for which this Warrant is being exercised determined in
accordance with the provisions hereof. The Exercise Price is subject to
adjustment as provided in Section 3 of this Warrant. This Warrant is issued
subject to the following terms and conditions:
1. Exercise, Issuance of Certificates, Reduction in Number of
Warrant Shares.
1.1 General. This Warrant is exercisable at the option of the
Holder of record hereof on or prior to the Expiration Date, at any time or from
time to time following its issuance, for all or any part of the Warrant Shares
(but not for a fraction of a
<PAGE>
share) which may be purchased hereunder, as that number may be adjusted pursuant
to Section 3 of this Warrant. The Company agrees that the Warrant Shares
purchased under this Warrant shall be and are deemed to be issued to the Holder
hereof as the record owner of such Warrant Shares as of the close of business on
the date on which this Warrant shall have been surrendered, properly endorsed,
the completed and executed Form of Subscription delivered, and payment made for
such Warrant Shares. Certificates for the Warrant Shares so purchased, together
with any other securities or property to which the Holder hereof is entitled
upon such exercise, shall be delivered to the Holder hereof by the Company at
the Company's expense not later than 10 days after the rights represented by
this Warrant have been so exercised. In case of a purchase of less than all the
Warrant Shares which may be purchased under this Warrant, the Company shall
cancel this Warrant and execute and deliver to the Holder hereof within a
reasonable time a new Warrant or Warrants of like tenor for the balance of the
Warrant Shares purchasable under the Warrant surrendered upon such purchase.
Each stock certificate so delivered shall be registered in the name of such
Holder.
1.2 Net Issue Exercise of Warrant. Notwithstanding any
provisions herein to the contrary, if the fair market value of one share of
Common Stock is greater than the Exercise Price (at the date of calculation as
set forth below), in lieu of exercising this Warrant for cash, Holder may elect
to receive shares of Common Stock equal to the value (as determined below) of
this Warrant (or the portion thereof being canceled) by surrender of this
Warrant at the principal office of the Company together with the properly
endorsed Form of Subscription in which event the Company shall issue to the
Holder a number of shares of Common Stock computed using the following formula:
X= Y (A-B)
-------
A
Where X= the number of shares of Common Stock to be
issued to Holder;
Y= the number of shares of Common Stock
purchasable under the Warrant or, if only a
portion of the Warrant is being exercised,
the portion of the Warrant being canceled
(at the date of such calculation);
A= the fair market value of one share of the
Company's Common Stock (at the date of such
calculation); and
B= Exercise Price (as adjusted to the date of
such calculation).
For purposes of the above calculation, the fair market value of one share of
Common Stock shall be the average of the closing bid and asked prices of the
Common Stock quoted in the over-the-counter market summary or the last reported
sale price of the Common Stock or the closing price quoted on the Nasdaq
National Market System or on any exchange on which the Common Stock is listed,
whichever is applicable, as
2
<PAGE>
published in The Wall Street Journal for the five trading days prior to the date
of determination of fair market value.
2. Shares to be Fully Paid. The Company covenants and agrees that all
Warrant Shares, will, upon issuance and, if applicable, payment of the
applicable Exercise Price, be duly authorized, validly issued, fully paid and
nonassessable, and free of all liens and encumbrances, except for restrictions
on transfer provided for herein or under applicable federal and state securities
laws.
3. Adjustment of Exercise Price and Number of Shares. The Exercise
Price and the total number of Warrant Shares shall be subject to adjustment from
time to time upon the occurrence of certain events described in this Section 3.
Upon each adjustment of the Exercise Price, the Holder of this Warrant shall
thereafter be entitled to purchase, at the Exercise Price resulting from such
adjustment, the number of shares obtained by multiplying the Exercise Price in
effect immediately prior to such adjustment by the number of shares purchasable
pursuant hereto immediately prior to such adjustment, and dividing the product
thereof by the Exercise Price resulting from such adjustment.
3.1 Subdivision or Combination of Stock. In case the Company
shall at any time subdivide its outstanding shares of Common Stock into a
greater number of shares, the Exercise Price in effect immediately prior to such
subdivision shall be proportionately reduced and the number of Warrant Shares
issuable hereunder proportionately increased, and conversely, in case the
outstanding shares of the Common Stock of the Company shall be combined into a
smaller number of shares, the Exercise Price in effect immediately prior to such
combination shall be proportionately increased and the number of Warrant Shares
issuable hereunder proportionately decreased.
3.2 Reclassification. If any reclassification of the capital
stock of the Company or any reorganization, consolidation, merger, or any sale,
lease, license, exchange or other transfer (in one transaction or a series of
related transactions) of all or substantially all, of the business and/or assets
of the Company (the "Reclassification Events") shall be effected in such a way
that holders of Common Stock shall be entitled to receive stock, securities, or
other assets or property, then, as a condition of such Reclassification Event
lawful and adequate provisions shall be made whereby the Holder hereof shall
thereafter have the right to purchase and receive (in lieu of the shares of
Common Stock of the Company immediately theretofore purchasable and receivable
upon the exercise of the rights represented hereby) such shares of stock,
securities, or other assets or property as may be issued or payable with respect
to or in exchange for a number of outstanding shares of such Common Stock equal
to the number of shares of such stock immediately theretofore purchasable and
receivable upon the exercise of the rights represented hereby. In any
Reclassification Event, appropriate provision shall be made with respect to the
rights and interests of the Holder of this Warrant to the end that the
provisions hereof (including, without limitation, provisions for adjustments of
the
3
<PAGE>
Exercise Price and of the number of Warrant Shares), shall thereafter be
applicable, as nearly as may be, in relation to any shares of stock, securities,
or assets thereafter deliverable upon the exercise hereof.
3.3 Stock Dividends, etc. Except as hereinafter provided, in
case the Company shall at any time after the date hereof issue any shares of
Common Stock (including shares held in the Company's treasury) without
consideration, then, and thereafter successively upon each issuance, the
Exercise Price in effect immediately prior to each such issuance shall forthwith
be reduced to a price determined by multiplying the Exercise Price in effect
immediately prior to such issuance by a fraction:
(a) the numerator of which shall be the total number of shares
of Common Stock outstanding immediately prior to such
issuance, and
(b) the denominator of which shall be the total number of
shares of Common Stock outstanding immediately after such
issuance.
For purposes of any computation to be made in accordance with the
provisions of this Section 3.3, shares of Common Stock issuable by way of
dividend or other distribution on any stock of the Company shall be deemed to
have been issued and to be outstanding at the close of the business on the
record date fixed for the determination of stockholders entitled to receive such
dividend or other distribution and shall be deemed to have been issued without
consideration. Shares of Common Stock issued otherwise than as a dividend, shall
be deemed to have been issued and to be outstanding at the close of business on
the date of issue.
3.4 Notice of Adjustment. Upon any adjustment of the Exercise
Price or any increase or decrease in the number of Warrant Shares, the Company
shall give written notice thereof, by first class mail postage prepaid,
addressed to the registered Holder of this Warrant at the address of such Holder
as shown on the books of the Company. The notice shall be prepared and signed by
the Company's Chief Financial Officer and shall state the Exercise Price
resulting from such adjustment and the increase or decrease, if any, in the
number of shares purchasable at such price upon the exercise of this Warrant,
setting forth in reasonable detail the method of calculation and the facts upon
which such calculation is based.
4. No Voting or Dividend Rights. Nothing contained in this Warrant
shall be construed as conferring upon the holder hereof the right to vote or to
consent to receive notice as a shareholder of the Company on any other matters
or any rights whatsoever as a shareholder of the Company. No dividends or
interest shall be payable or accrued in respect of this Warrant or the interest
represented hereby or the shares purchasable hereunder until, and only to the
extent that, this Warrant shall have been exercised.
4
<PAGE>
5. Compliance with Securities Act; Transferability of Warrant;
Disposition of Shares of Stock.
5.1 Compliance with Securities Act. The Holder of this
Warrant, by acceptance hereof, agrees that this Warrant and the Warrant Shares
to be issued upon exercise hereof are being acquired for investment and that it
will not offer, sell, or otherwise dispose of this Warrant or any Warrant Shares
except under circumstances which will not result in a violation of the
Securities Act of 1933, as amended (the "Act") or any applicable state
securities laws. The Holder agrees that the Company is under no obligation to
register the Warrants and the Warrant Shares, and Holder acknowledges that the
Company does not intend to cause such a registration. This Warrant and all
Warrant Shares shall be stamped or imprinted with a legend in substantially the
following form:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED OR THE SECURITIES OR BLUE SKY LAWS OF ANY STATE. THEY
MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF A
REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT
OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
NOT REQUIRED, OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.
5.2 Access to Information; Pre Existing Relationship. Holder
has had the opportunity to ask questions of, and to receive answers from,
appropriate executive officers of the Company with respect to the terms and
conditions of the transactions contemplated hereby and with respect to the
business, affairs, financial condition and results of operations of the Company.
Holder has had access to such financial and other information as is necessary in
order for Holder to make a fully informed decision as to investment in the
Company, and has had the opportunity to obtain any additional information
necessary to verify any of such information to which Holder has had access.
Holder further represents and warrants that he has either (i) a pre-existing
relationship with the Company or one or more of its officers or directors
consisting of personal or business contacts of a nature and duration which
enable him to be aware of the character, business acumen and general business
and financial circumstances of the Company or the officer or director with whom
such relationship exists or (ii) such business or financial expertise as to be
able to protect his own interests in connection with the purchase of the Shares.
5.3 Warrant Transferable. Subject to compliance with
applicable federal and state securities laws under which this Warrant was
purchased, this Warrant and all rights hereunder are transferable, in whole or
in part, without charge to the Holder (except for transfer taxes), upon
surrender of this Warrant properly endorsed; provided, however, that the Holder
shall notify the Company in writing in advance of any proposed transfer, and if
the Company notifies the Holder within 5 business days of receipt of such
5
<PAGE>
notice that such person or entity is then engaged in a business that in the
reasonable judgment of the Company is in direct competition with the Company,
Holder shall not transfer this Warrant or any rights hereunder to such person or
entity.
5.4 Disposition of Warrant Shares and Common Stock. With
respect to any offer, sale, or other disposition of the Warrant or any Warrant
Shares, the Holder hereof and each subsequent Holder of this Warrant agrees to
give written notice to the Company prior thereto, describing briefly the manner
thereof, together with a written opinion of such Holder's counsel, if reasonably
requested by the Company, to the effect that such offer, sale or other
disposition may be effected without registration or qualification (under the Act
as then in effect or any federal or state law then in effect) of such Warrant or
Warrant Shares, as the case may be, and indicating whether or not under the Act
certificates for such Warrant or Warrant Shares to be sold or otherwise disposed
of require any restrictive legend as to applicable restrictions on
transferability in order to insure compliance with the Act. Upon receiving such
written notice and opinion, the Company, as promptly as practicable, shall
notify such Holder that such Holder may sell or otherwise dispose of such
Warrant or Warrant Shares, all in accordance with the terms of the notice
delivered to the Company. If a determination has been made pursuant to this
Section 5.4 that the opinion of the counsel for the Holder is not reasonably
satisfactory to the Company, the Company shall so notify the Holder promptly
after such determination has been made. Notwithstanding the foregoing, such
Warrant or Warrant Shares may be offered, sold or otherwise disposed of in
accordance with Rule 144 under the Act, provided that the Company shall have
been furnished with such information as the Company may request to provide
reasonable assurance that the provisions of Rule 144 have been satisfied. Each
certificate representing the Warrant or Warrant Shares thus transferred (except
a transfer pursuant to Rule 144) shall bear a legend as to the applicable
restrictions on transferability in order to ensure compliance with the Act,
unless in the aforesaid opinion of counsel for the Holder, such legend is not
required in order to ensure compliance with the Act. The Company may issue stop
transfer instructions to its transfer agent in connection with such
restrictions.
6. Modification and Waiver. This Warrant and any provision hereof may
be changed, waived, discharged, or terminated only by an instrument in writing
signed by the party against which enforcement of the same is sought.
7. Notices. Any notice, request, or other document required or
permitted to be given or delivered to the Holder hereof or the Company shall be
delivered or shall be sent by certified mail, postage prepaid, to each such
Holder at its address as shown on the books of the Company or to the Company at
the address indicated therefor in the first paragraph of this Warrant or such
other address as either may from time to time provide to the other.
6
<PAGE>
8. Other Notices. If at any time:
(1) the Company shall declare any cash dividend upon its
Common Stock;
(2) the Company shall declare any dividend upon its Common
Stock payable in stock or make any special dividend or other distribution to the
holders of its Common Stock;
(3) the Company shall offer for subscription pro rata to the
holders of its Common Stock any additional shares of stock of any class or other
rights;
(4) there shall be any capital reorganization or
reclassification of the capital stock of the Company, or consolidation or merger
of the Company with, or sale of all or substantially all of its assets to,
another corporation; or
(5) there shall be a voluntary or involuntary dissolution,
liquidation, or winding-up of the Company;
then, in any one or more of said cases, the Company shall give, by first class
mail, postage prepaid, addressed to the Holder of this Warrant at the address of
such Holder as shown on the books of the Company, (a) at least 20 days' prior
written notice of the date on which the books of the Company shall close or a
record shall be taken for such dividend, distribution, or subscription rights or
for determining rights to vote in respect of any such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation, or
winding-up, and (b) in the case of any such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding-up, at least 20
days' prior written notice of the date when the same shall take place; provided,
however, that the Holder shall make a best efforts attempt to respond to such
notice as early as possible after the receipt thereof. Any notice given in
accordance with the foregoing clause (a) shall also specify, in the case of any
such dividend, distribution, or subscription rights, the date on which the
holders of Common Stock shall be entitled thereto. Any notice given in
accordance with the foregoing clause (b) shall also specify the date on which
the holders of Common Stock shall be entitled to exchange their Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation,
winding-up or conversion, as the case may be.
9. Governing Law. This Warrant shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of California.
10. Lost Warrants. The Company represents and warrants to the Holder
hereof that upon receipt of evidence reasonably satisfactory to the Company of
the loss, theft, destruction, or mutilation of this Warrant and, in the case of
any such loss, theft or
7
<PAGE>
destruction, upon receipt of an indemnity reasonably satisfactory to the
Company, or in the case of any such mutilation upon surrender and cancellation
of such Warrant, the Company, at its expense, will make and deliver a new
Warrant, of like tenor, in lieu of the lost, stolen, destroyed or mutilated
Warrant.
11. Fractional Shares. No fractional shares shall be issued upon
exercise of this Warrant. The Company shall, in lieu of issuing any fractional
share, pay the Holder entitled to such fraction a sum in cash equal to such
fraction (calculated to the nearest 1/100th of a share) multiplied by the then
effective Exercise Price on the date the Form of Subscription is received by the
Company.
12. No Impairment. The Company will not, by charter amendment or by
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities, or any other voluntary action, avoid or seek to avoid the
observance or performance of any terms of this Warrant, but will at all times in
good faith assist in the carrying out of all such terms and in the taking of all
such action as may be necessary or appropriate in order to protect the rights of
the Holder against impairment. Upon the request of the Holder, the Company will
at any time during the period this Warrant is outstanding acknowledge in
writing, in form satisfactory to Holder, the continued validity of this Warrant
and the Company's obligations hereunder.
13. Successors and Assigns. This Warrant and the rights evidenced
hereby shall inure to the benefit of and be binding upon the successors of the
Company and the Holder. The provisions of this Warrant are intended to be for
the benefit of all Holders from time to time of this Warrant, and shall be
enforceable by any such Holder.
IN WITNESS WHEREOF, the Company has caused this Warrant to be
duly executed by its officer, thereunto duly authorized as of this ____ day of
_________, 1999.
NEUROBIOLOGICAL TECHNOLOGIES, INC.
a Delaware corporation
By: _________________________________
Name: _________________________________
Title: _________________________________
8
<PAGE>
FORM OF SUBSCRIPTION
(To be signed only upon exercise of Warrant)
To: Neurobiological Technologies, Inc.
[Please mark one box]
[ ] The undersigned, the holder of the attached Common Stock Warrant,
hereby irrevocably elects to exercise the purchase right represented by
such Warrant for, and to purchase thereunder, (1)_______________ shares
of Common Stock of Neurobiological Technologies, Inc. (the "Company")
and herewith makes payment of $_______________ therefor, and requests
certificates for such shares be issued in the name of, and delivered
to,_______________ whose address
is_____________________________________________.
[ ] The undersigned, the holder of the attached Common Stock Warrant,
hereby irrevocably elects to exercise the purchase right represented by
such Warrant for, and to purchase thereunder, (1)_______________ shares
of Common Stock of the Company and herewith elects to pay for such
shares by reducing the number of shares issuable thereunder in
accordance with Section 1.2 thereof. The undersigned hereby authorizes
the Company to make the required calculation under Section 1.2 of the
Warrant.
The undersigned represents that it is acquiring such Common Stock for
its own account for investment and not with a view to or for sale in connection
with any distribution thereof.
DATED: _________________, _____
_____________________________________
(Signature must conform in all
respects to name of Holder as
specified on the face of the Warrant)
Name:________________________________
Title:_______________________________
(1) Insert here the number of shares called for on the face of the Warrant (or,
in the case of a partial exercise, the portion thereof as to which the
Warrant is being exercised), in either case without making any adjustments
for any stock or other securities or property
9
<PAGE>
or cash which, pursuant to the adjustment provisions of the Warrant, may be
deliverable upon exercise.
10
<PAGE>
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND
HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR SALE
IN CONNECTION WITH ANY DISTRIBUTION THEREOF. THEY MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT,
EXCEPT UNDER CERTAIN SPECIFIC LIMITED CIRCUMSTANCES, AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION
ARE NOT REQUIRED.
THE SALE OF THE SECURITIES THAT ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN
QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND
THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE
OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF
THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT
ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE
IS SO EXEMPT.
SUBSCRIPTION AGREEMENT
Neurobiological Technologies, Inc.
1387 Marina Way South
Richmond, California 94804
Attn: Chief Executive Officer
Gentlemen:
1. Subscription.
(a) The undersigned is hereby purchasing from Neurobiological
Technologies, Inc., a Delaware corporation (the "Company"), _____ units (the
`Units"), each consisting of (i) five shares (the "Shares") of the Company's
Common Stock, $0.001 par value (the "Common Stock"); and (ii) a Common Stock
Purchase Warrant, in the form of Exhibit A (the "Warrant"), to purchase two
shares of Common Stock. The Shares and the Warrants are referred to herein as
the "Securities." The undersigned understands and agrees that the Company is
only offering the Shares and the Warrants together as a Unit, and that the
Shares and Warrants may only be purchased as a Unit. The purchase price of each
Unit shall be $4.00 for an aggregate purchase price of $________ (the "Purchase
Price").
<PAGE>
(b) This subscription is submitted to the undersigned in
accordance with and subject to the terms and conditions described in this
Subscription Agreement relating to the offering of up to 937,500 Units; with a
minimum subscription of 687,500 Units required to consummate the offering. The
Company reserves the right to amend, modify and/or withdraw all or a portion of
the offering and to increase or decrease the number of Units to be offered
hereby.
2. (a) Purchase Price. The undersigned has tendered, together with
this Subscription Agreement, the Purchase Price by electronic wire transfer in
accordance with the following instructions:
Bank Name Wells Fargo Bank
Bank Address: 420 Montgomery Street, 5th Floor
San Francisco, CA 94104
ABA#: 121000248
WFB Account #: 4159 427 152
For further credit to Acct
Neurobiological Technologies, Inc.
Attn: Alice Byrd
or by delivery of a bank check or certified check made payable to
Neurobiological Technologies, Inc. against delivery to the undersigned of a
certificate representing the Securities.
(b) Closing. The closing of the sale and purchase of the
Securities shall occur on the date hereof or on such other date as shall be
selected by the Company (the "Closing Date"). The Securities subscribed for
under this Subscription Agreement shall not be deemed issued to, or owned by,
the undersigned until the Closing Date has occurred.
(c) Acceptance or Rejection. The undersigned understands and
agrees that the Company reserves the right, in its absolute discretion, to
reject this subscription for the Securities in whole or in part, at any time
prior to the Closing Date. In the event of rejection of this subscription, or in
the event the sale of the Securities is not consummated for any reason within 20
days after the date of this Subscription Agreement (in which event this
Subscription Agreement shall be deemed to be rejected), the Company shall cause
the return to the undersigned of this Subscription Agreement and the Purchase
Price tendered by the undersigned, and this Subscription Agreement thereafter
shall be of no force or effect.
2
<PAGE>
3. Representations and Warranties of the Company. To induce the
undersigned to enter into this Subscription Agreement and to purchase the
Securities, the Company hereby represents and warrants to the undersigned the
following:
(a) Organization, Standing, Etc. The Company is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware and has the requisite corporate power and authority to own or
lease its properties and to carry on its business as it is now being conducted.
The Company has the requisite corporate power and authority to issue the
Securities and to perform its obligations under this Subscription Agreement.
(b) Valid Issuance. The Securities, when issued and delivered
pursuant to the terms of this Subscription Agreement, will be duly authorized,
validly issued, fully paid and nonassessable. The shares of Common Stock
issuable upon exercise of the Warrants (the "Underlying Securities"), when
issued and delivered pursuant to the terms of the Warrants, will be duly
authorized, validly issued, fully paid and nonassessable.
(c) Corporate Acts and Proceedings. This Subscription
Agreement has been duly authorized by all necessary corporate action on behalf
of the Company, has been duly executed and delivered by an authorized officer of
the Company, is a valid and binding agreement on the part of the Company and is
enforceable against the Company in accordance with its terms. All corporate
actions necessary to the authorization, creation, issuance and delivery of the
Shares, Warrants and the Underlying Securities have been taken by the Company.
(d) Compliance with Applicable Laws and Other Instruments.
Neither the execution nor delivery of, nor the performance of or compliance with
this Subscription Agreement, the issuance of the Shares, the Warrants and the
Underlying Securities nor the consummation of the transactions contemplated
hereby will, with or without the giving of notice or passage of time, result in
any breach of, or constitute a default under, or result in the imposition of any
lien or encumbrance upon any asset or property of the Company pursuant to, any
material agreement or other material instrument to which the Company is a party
or by which it or any of its properties, assets or rights is bound or affected,
and will not violate the Company's Certificate of Incorporation or Bylaws.
(e) Securities Laws. Based in part upon the representations of
the undersigned in Section 5, no consents, authorization, approval, permit or
order of or filing with any governmental or regulatory authority is required
under current laws and regulations in connection with the execution and delivery
of this Subscription Agreement or the offer, issuance, sale or delivery of the
Shares, the Warrants and the Underlying Securities, other than the filing of a
Form D pursuant to Regulation D under the Securities Act of 1933 (the "Act"),
the filing of a notice on Form 25102(f) with the State of California and a
similar notice with any other state whose laws require such filing, and
3
<PAGE>
the qualification thereof, if required, under other applicable state laws which
qualification has been or will be effected as a condition of this transaction.
Under the circumstances contemplated by this Subscription Agreement, the offer,
issuance, sale and delivery of the Shares, the Warrants and the Underlying
Securities will not, under current laws and regulations, require compliance with
the prospectus delivery or registration requirements of the Act.
(f) Capital Stock. Except as set forth on Schedule A attached
hereto, the authorized and issued capital stock of the Company is correctly set
forth in the audited financial statements of the Company for the fiscal year
ended June 30, 1999. All of the outstanding shares of the Company's capital
stock are duly authorized and validly issued and are fully paid and
nonassessable. Except as described in the Company's Annual Report on Form 10-KSB
for the fiscal year ended June 30, 1999 as filed with the Securities and
Exchange Commission (the "Commission"), or as set forth on Schedule A, there are
no outstanding subscriptions, options, warrants, calls, contracts, demands,
commitments, convertible securities or other agreements or arrangements of any
character or nature whatever, other than this Subscription Agreement, pursuant
to which the Company is obligated to issue any securities of any kind
representing an ownership interest in the Company.
(g) Company SEC Filings. The Company has furnished, or made
available through the EDGAR Internet web site of the Commission, to the
undersigned true and complete copies of its Annual Report on Form 10-KSB for the
fiscal year ended June 30, 1999 as filed with the Commission (the "SEC Filing").
As of its filing date, the SEC Filing complied in all material respects with the
applicable requirements of the Exchange Act of 1934, as amended (the "Exchange
Act"), and the SEC Filing contained no untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in
order to make the statements made therein, in the light of the circumstances
under which they were made, not misleading.
(h) Repayment of Merz Loans. The Company has given notice to
Merz + Co. GmbH & Co. ("Merz") that it will repay outstanding loans from Merz in
the aggregate principal amount of $1,200,000 plus accrued interest from the
proceeds of this offering.
4. Transfer Restrictions.
(a) The undersigned realizes that the Shares, the Warrants and
the Underlying Securities are not registered under the Act, or any foreign or
state securities laws. The undersigned agrees that the Shares, the Warrants and
the Underlying Securities will not be sold, offered for sale, pledged,
hypothecated, or otherwise transferred (collectively, a "Transfer") except in
compliance with the Act, if applicable, and applicable foreign and state
securities laws. The undersigned understands that the undersigned can only
Transfer the Shares, the Warrants and the Underlying Securities
4
<PAGE>
pursuant to registration under the Act or pursuant to an exemption therefrom.
The undersigned understands that to Transfer the Shares, the Warrants and the
Underlying Securities may require in some jurisdictions specific approval by the
appropriate governmental agency or commission in such jurisdiction.
(b) To enable the Company to enforce the transfer restrictions
contained in Section 4(a), the undersigned hereby consents to the placing of
legends upon, and stop-transfer orders with the transfer agent of the Common
Stock with respect to, the Shares, the Warrants and the Underlying Securities.
5. Representations and Warranties. To induce the Company to accept the
undersigned's subscription, the undersigned hereby represents and warrants to
the Company that:
(a) the undersigned, if an individual, has reached the age of
majority in the jurisdiction in which he/she resides, is a bona fide resident of
the jurisdiction contained in the address set forth on the signature page of
this Subscription Agreement; is legally competent to execute this Subscription
Agreement; and does not intend to change residence to another jurisdiction;
(b) the undersigned, if an entity, is duly authorized to
execute this Subscription Agreement and this Subscription Agreement, when
executed and delivered by the undersigned, will constitute a legal, valid, and
binding obligation enforceable against the undersigned in accordance with its
terms; and the execution, delivery, and performance of this Subscription
Agreement and the consummation of the transactions contemplated hereby have been
duly authorized by all requisite corporate or other necessary action on the part
of the undersigned;
(c) the Shares, Warrants and Underlying Securities subscribed
for hereby are being acquired by the undersigned for investment purposes only,
for the account of the undersigned and not with the view to any resale or
distribution thereof, and the undersigned is not participating, directly or
indirectly, in a distribution of such Shares, Warrants and Underlying Securities
and will not take, or cause to be taken, any action that would cause the
undersigned to be deemed an "underwriter" of such Shares, Warrants and
Underlying Securities as defined in Section 2(11) of the Act;
(d) the undersigned has had access to all materials, books,
records, documents, and information relating to the Company, including (i) the
SEC Filings and (ii) the Proxy Statement relating to the Company's 1998 annual
meeting;
(e) the undersigned acknowledges and understands that
investment in the Securities involves a high degree of risk, including without
limitation the risks set forth in the SEC Filing under the captions "Risks
Associated with Product Development,"
5
<PAGE>
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," and elsewhere in the Company's Form 10-KSB;
(f) the undersigned acknowledges that the undersigned has been
offered an opportunity to ask questions of, and receive answers from, officers
of the Company concerning all material aspects of the Company and its business,
and that any request for such information has been fully complied with to the
extent the Company possesses such information or can acquire it without
unreasonable effort or expense;
(g) the undersigned has such knowledge and experience in
financial and business matters that the undersigned is capable of evaluating the
merits and risks of an investment in the Company and can afford a complete loss
of his investment in the Company;
(h) the undersigned has never been notified by the Internal
Revenue Service that the undersigned is subject to backup withholding;
(i) the undersigned recognizes that no governmental agency has
passed upon the issuance of the Shares or made any finding or determination as
to the fairness of this investment;
(j) if the undersigned is purchasing the Securities subscribed
for hereby in a representative or fiduciary capacity, the representations and
warranties contained herein shall be deemed to have been made on behalf of the
person or persons for whom such Securities are being purchased;
(k) the undersigned has not entered into any agreement to pay
commissions to any persons with respect to the purchase or sale of the
Securities, except commissions for which the undersigned will be responsible;
and
(l) the undersigned is an "Accredited Investor" as that term
is defined in Section 501(a) of Regulation D promulgated under the Act.
Specifically the undersigned is (check appropriate item(s)):
[ ] (i) a bank as defined in Section 3(a)(2) of the Act, or a savings and
loan association or other institution as defined in Section
3(a)(5)(A) of the Act whether acting in its individual or fiduciary
capacity; a broker or dealer registered pursuant to Section 15 of the
Exchange Act; an insurance company as defined in Section 2(13) of the
Act; an investment company registered under the Investment Company
Act of 1940 or a business development company as defined in Section
2(a)(48) of that Act; a Small Business Investment Company licensed by
the U.S. Small Business Administration under Section 301(c) or (d) of
the Small Business Investment Act of 1958; a plan established and
maintained by a state, its political subdivisions, or any agency or
instrumentality of a state or its political subdivisions, for the
benefit of its employees, if such plan has total
6
<PAGE>
assets in excess of $5,000,000, an employee benefit plan within the
meaning of the Employment Retirement Income Security Act of 1974, if
the investment decision is made by a plan fiduciary, as defined in
Section 3(21) of such act, which is either a bank, savings and loan
association, insurance company, or registered investment advisor, or
if the employee benefit plan has total assets in excess of
$5,000,000, or if a self-directed plan, with investment decisions
made solely by persons that are Accredited Investors;
[ ] (ii) a private business development company as defined in Section
202(a)(22) of the Investment Advisers Act of 1940;
[ ] (iii) an organization described in Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended, corporation, Massachusetts or
similar business trust, or partnership, not formed for the specific
purpose of acquiring Shares, with total assets in excess of
$5,000,000;
[ ] (iv) a director or executive officer of the Company;
(v) a natural person whose individual net worth, or joint net worth
[ ] with that person's spouse, at the time of his or her purchase exceeds
$1,000,000;
[ ] (vi) a natural person who had an individual income (not including his
or her spouse's income) in excess of $200,000 in 1997 and 1998 or
joint income with his or her spouse in excess of $300,000 in each of
those years and has a reasonable expectation of reaching such income
level in 1999;
[ ] (vii) a trust, with total assets in excess of $5,000,000, not formed
for the specific purpose of acquiring Shares, whose purchase is
directed by a person having such knowledge and experience in
financial and business matters that he or she is capable of
evaluating the merits and risks entailed in the purchase of Shares;
or
[ ] (viii) an entity in which all of the equity owners are Accredited
Investors. (If this alternative is checked, the undersigned must
identify each equity owner and provide statements signed by each
demonstrating how each is qualified as an Accredited Investor.)
6. Registration of Shares. On or before a date that is 30 days after
the Closing Date, the Company shall file with the Securities and Exchange
Commission a registration statement on Form S-3 to register for resale pursuant
to Section 5 of the Act the Shares and the Underlying Securities sold and issued
to the undersigned in accordance with this Subscription Agreement. The Company
will use its best efforts to cause such registration statement to be declared
effective and to remain available for the resale of such shares and securities
for a period of 12 months from the effective date, provided, however, that the
Company may suspend the use of the prospectus constituting part of the
registration statement for up to two periods of 60 days each in the event the
Company determines, in
7
<PAGE>
its sole judgment, that such prospectus is incomplete, inaccurate or omits to
disclose any information required to be included therein, and provided further,
that the period during which the registration statement will remain available
shall be extended by any period in which the Company invoked its right to
suspend the use of the prospectus. In the event of any such suspension, the
Company will promptly notify the undersigned subscriber of the suspension and
use its best efforts to amend or supplement the registration statement, and the
prospectus constituting a part thereof, within said 60-day period to enable the
use of the amended or supplemented prospectus for the resale of the shares and
securities covered thereby. The Company will provide the undersigned with such
copies of the prospectus, or any amended or supplemented prospectus, as the
undersigned may reasonably request. The undersigned agrees to cooperate with the
Company in preparing and filing the aforesaid registration statement, and any
amendment or supplement thereto, and to provide the Company with such
information and documentation as the Company may reasonably request.
Notwithstanding anything to the contrary contained herein, the Company shall not
be obligated to maintain the effectiveness of any registration statement, or to
update, amend or supplement such registration statement or any prospectus
constituting a part thereof, after the undersigned shall become eligible to sell
all of his shares, or remaining shares, under Rule 144 of the Act within any
three-month period without volume limitations.
7. Further Documents. The undersigned agrees that it will execute such
other documents as may be necessary or desirable in connection with the
transactions contemplated hereby.
8. Modification. Neither this Subscription Agreement nor any provisions
hereof shall be waived, modified, discharged, or terminated except by an
instrument in writing signed by the party against whom any such waiver,
modification, discharge, or termination is sought.
9. Notices. Any notice or other communication required or permitted to
be given hereunder shall be in writing and shall be mailed by certified mail,
return receipt requested, or by Federal Express, Express Mail or similar
overnight delivery or courier service and delivered (in person or by telecopy,
telex or similar telecommunications equipment) against receipt to the party to
whom it is to be given, (i) if to the Company, at its address set forth on the
first page hereof, (ii) if to the undersigned, at its address set forth on the
signature page hereto, or (iii) in either case, to such other address as the
party shall have furnished in writing in accordance with the provisions of this
Section 9. Notice to the estate of any party shall be sufficient if addressed to
the party as provided in this Section. Any notice or other communication given
by certified mail shall be deemed given at the time of certification thereof,
except for a notice changing a party's address which shall be deemed given at
the time of receipt thereof. Any notice given by other means permitted by this
Section 9 shall be deemed given at the time of receipt thereof.
8
<PAGE>
10. Counterparts. This Subscription Agreement may be executed through
the use of separate signature pages or in any number of counterparts, and each
such counterpart shall, for all purposes, constitute one agreement binding on
all parties, notwithstanding that all parties are not signatories to the same
counterpart.
11. Entire Agreement. This Subscription Agreement contains the entire
agreement of the parties with respect to the subject matter hereof and there are
not representations, covenants or other agreements except as stated or referred
to herein.
12. Severability. Each provision of this Subscription Agreement is
intended to be severable from every other provision, and the invalidity or
illegality of any portion hereof shall not affect the validity or legality of
the remainder hereof.
13. Assignability. This Subscription Agreement is not transferable or
assignable by the undersigned.
14. Applicable Law. This Subscription Agreement has been negotiated and
consummated in the State of California and shall be governed by and construed in
accordance with the laws of the State of California, without giving effect to
conflict of laws.
15. Choice of Jurisdiction. Any action or proceeding arising, directly,
indirectly, or otherwise, in connection with, out of or from this Subscription
Agreement, any breach hereof or any transaction covered hereby shall be resolved
within San Francisco, California. Accordingly, the parties consent and submit to
the jurisdiction of the United States federal and state courts located within
San Francisco, California.
16. Taxpayer Identification Number. The undersigned verifies under
penalties of perjury that any Taxpayer Identification Number or Social Security
Number shown on the signature page hereto is true, correct, and complete.
17. Pronouns. Any personal pronoun shall be considered to mean the
corresponding masculine, feminine, or neuter personal pronoun, as the context
requires.
9
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement
this __ day of ___________, 1999.
Number of Units Subscribed for: ________ Units
INDIVIDUAL SUBSCRIBER: ENTITY SUBSCRIBER:
______________________________________ ____________________________________
(Signature of Subscriber) (Print Name of Subscriber)
______________________________________ By: ________________________________
(Typed or Printed Name
) Name: ______________________________
Title: _____________________________
______________________________________ ____________________________________
(Residence Address) (Address)
______________________________________ ____________________________________
(City, State and Zip Code) (City, State and Zip Code)
______________________________________ ____________________________________
(Telephone Number) (Telephone Number)
______________________________________ ____________________________________
(Telecopier Number) (Telecopier Number)
______________________________________ ____________________________________
(Tax I.D. or Social Security Number) (Tax I.D. or Social Security Number)
ACCEPTED:
NEUROBIOLOGICAL TECHNOLOGIES, INC.
By: ________________________________________
Name: Paul Freiman
Title: Chief Executive Officer and President
Date: ________________________, 1999
10
<PAGE>
Schedule A
Subsequent to June 30, 1999, the Company issued 195,950 shares of Common Stock
and Warrants to purchase 78,380 shares of Common Stock in a private financing.
