Sep 1 2009
Neurobiological Technologies, Inc. (NTI(R)) (Nasdaq: NTII) (the "Company") today announced that its board of directors has determined, after consideration of potential strategic alternatives, that it is in the best interests of the Company and all its stockholders to liquidate the Company's assets and to dissolve the Company. In connection with the liquidation, the Company intends to distribute the majority of its available cash to its stockholders.
At its meeting on August 27, 2009, the board of directors voted to approve the dissolution and liquidation of the Company pursuant to a Plan of Complete Liquidation and Dissolution. The board also approved an amendment of the Company's Certificate of Incorporation that would authorize the Company to redeem the 494,000 shares of its preferred stock currently outstanding for $0.50 per share. The Company intends to call a special meeting of the stockholders to seek approval of the plan of dissolution and the amendment to the certificate of incorporation. If approved, the Company intends to redeem all outstanding shares of preferred stock, pay an extraordinary dividend to all holders of common stock and then proceed with the orderly wind down and dissolution of the Company.
If the dissolution is approved, the Company also plans to delist its common stock from the NASDAQ Capital Market, close its stock transfer books, discontinue recording transfers of shares of its stock, and cease its reporting obligations under the Securities Exchange Act of 1934, as amended.
Termination of Rights Agreement
The Company also announced that the board of directors has approved the termination of the Rights Agreement, dated as of May 19, 2005, by and between the Company and American Stock Transfer and Trust Co., as amended, effective as of August 31, 2009.
Financial Results
For fiscal year 2009, the Company reported revenue of $26.4 million, compared to revenue of $14.8 million for the prior year. The increase in revenue in fiscal 2009 occurred because in fiscal 2009 we reduced the time period over which we were contractually committed to provide certain services to Celtic Pharma (to whom we sold rights to the investigational drug XERECEPT(R) in fiscal 2006), resulting in recognition of additional revenue which had been previously deferred. The revenue resulting from the reduced commitment to provide services did not result in additional cash flows to the Company in fiscal 2009, and the amount of revenue recognized in fiscal 2009 which had been previously deferred totaled $18.8 million.
Net income for fiscal 2009 was $3.1 million, or $0.12 per share, compared with a net loss of $16.3 million, or $0.84 per share, in fiscal year 2008.
For the fourth quarter ended June 30, 2009, the Company reported revenue of $16.3 million compared to $3.5 million for the same period in 2008. The increase in revenue during the fourth quarter of 2009 included the reduction in the time period over which we were committed to provide certain services to Celtic Pharma. Net income for the quarter ended June 30, 2009 was $14.2 million compared with a net loss of $3.5 million for the same period in fiscal 2008.
At June 30, 2009, the Company's combined balance of cash, cash equivalents and short-term investments was $24.0 million, including the Company's auction rate securities carried at their estimated value of $5.5 million.
Source: http://www.ntii.com