NTII Neurobiological Technologies Inc (CE)

Item 8.01.    Other Events.

Background Information

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 17, 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.

Current Information

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.