UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 15 21, ~~2015~~2018

NEUROBIOLOGICAL TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-23280

94-3049219

(State or other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2010 Crow Canyon Place, Suite 100 San Ramon, California				94583
(Address of Principal Executive Offices)				(Zip Code)

2010 Crow Canyon Place, Suite 100

~~Registrant’s~~San ~~telephone number~~Ramon, ~~including~~California ~~area~~94583 ~~code: (925) 359-3247~~

(Address of Principal Executive Offices, Including Zip Code)

(925) 359-3247

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

~~Item~~Indicate 8by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.01405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 ~~Other~~of ~~Events~~this chapter).

OnEmerging ~~December 15,~~growth ~~2015,~~company ☐ the Delaware Court of Chancery authorized the continued corporate existence of Neurobiological Technologies, Inc. (“NTI” or “the Company”) for up to two additional years (to December 17, 2017) to allow the Company’s stockholders to retain the potential upside of the Company’s residual interest in XERECEPT™, an investigational drug that the Company sold to a subsidiary of Celtic Pharma Holdings, L.P. (“Celtic Pharma”) in 2005. Under the terms of the Company’s sale of XERECEPT, NTI is entitled to a portion of the net proceeds if Celtic Pharma sells or licenses to a third party all or substantially all assets relating to XERECEPT. Also under the terms of the Company’s 2005 sale of XERECEPT, NTI may be entitled to the reversion of certain development and commercialization rights from Celtic Pharma under specified circumstances. Since the 2005 sale, XERECEPT has been under development by Celtic Pharma for treatment of cerebral edema associated with primary and metastatic brain tumors. Celtic Pharma has previously announced plans to sell XERECEPT.

~~Absent~~If ~~any~~an ~~proceeds~~emerging growth ~~from XERECEPT~~company, ~~NTI~~indicate ~~currently estimates~~by ~~that~~check ~~any~~mark ~~final~~if ~~distribution to its stockholders would be no greater than $0.01 per share,~~ the ~~specific~~registrant ~~timing~~has ~~and~~elected ~~amount~~not ofto ~~which~~use ~~would be determined following resolution of~~ the ~~XERECEPT~~extended ~~residual~~transition ~~interest.~~period ~~The~~for ~~estimate~~complying ofwith ~~the~~any ~~amount~~new ofor ~~the potential~~revised ~~final~~financial ~~distribution~~accounting isstandards ~~lower than an estimate~~ provided inpursuant ~~December 2012 by $0.01 per share due~~ to ~~the~~Section 13(a) ~~additional length~~ of ~~time now provided to allow for potential proceeds from~~ the ~~sale of XERECEPT~~Exchange Act. ☐

~~SIGNATURE~~Item 8.01. Other Events.

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

~~Dated:~~On October 27, 2009, the dissolution of Neurobiological Technologies, Inc. (“NTI” or “the Company”) was approved by the Company’s board of directors and stockholders. At the time of the approval of dissolution, NTI retained an interest in XERECEPT, an investigational drug in development for edema and cancer. A certificate of dissolution for the Company was filed with the Delaware Secretary of State on December 2317, 2009. Under Section 278 of the Delaware General Corporation Law, the corporate existence of a corporation in dissolution continues for a period of three years from the filing of the certificate of dissolution or such longer period as the Court of Chancery of the State of Delaware may direct, to enable the corporation to conduct an orderly wind-down of its business. Prior to the final wind-up of the Company’s business, on December 11, 2012, December 15, 2015 and December 13, 2017, the Court of Chancery of the State of Delaware ordered the extension of NTI’s corporate existence solely for the purpose of protecting its residual interest in XERECEPT and distributing any proceeds resulting from the sale of XERECEPT to NTI’s stockholders.

~~NEUROBIOLOGICAL~~Current ~~TECHNOLOGIES,~~Information ~~INC. By: /S/ MATTHEW M. LOAR Matthew M. Loar Acting Chief Executive and Financial Officer~~

To date, all attempts to sell NTI’s interest in XERECEPT have been unsuccessful, and NTI’s continued operating expenses have reduced its cash position close to zero. Accordingly, on December 21, 2018, the Court of Chancery of the State of Delaware ordered that any remaining cash held by NTI be transferred to the Company’s stock transfer agent for distribution to the Company’s stockholders on or before February 15, 2019, and that the corporate existence of NTI will be terminated on February 15, 2019.

SIGNATURE

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

Dated: January 3, 2019

NEUROBIOLOGICAL TECHNOLOGIES, INC.

/S/ MATTHEW M. LOAR

Matthew M. Loar

Acting Chief Executive and Financial Officer

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