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

FORM 8-K/A

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

Date of Report (Date of earliest event reported): February 4, 2009

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

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

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

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

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

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

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

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

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

 
 

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On February 4, 2009, Neurobiological Technologies, Inc. (the “Company”) received a written communication from Paul E. Freiman indicating that Mr. Freiman disagrees with the disclosure made by the Company in the Form 8-K filed with the Securities and Exchange Commission on February 2, 2009 announcing his resignation from the Board of Directors of the Company.

The written communication from Mr. Freiman dated February 4, 2009 is attached to this Amendment to Current Report on Form 8-K as Exhibit 17.2.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

     
Exhibit No.   Description
 
   
17.2
  Written communication from Paul E. Freiman, dated February 4, 2009

SIGNATURE

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

Dated: February 5, 2009

NEUROBIOLOGICAL TECHNOLOGIES, INC.

By: / s/ Matthew M. Loar                                  
Matthew M. Loar
Vice President and Chief Financial Officer

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EXHIBIT INDEX

     
Exhibit No.   Description
 
   
17.2
  Written communication from Paul E. Freiman, dated February 4, 2009

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