Neurobiological Technologies Announces Board Approval of Plan of Liquidation and Dissolution
01 9월 2009 - 5:27AM
PR Newswire (US)
Company Also Announces Termination of Rights Plan and Reports
Fourth Quarter and Fiscal Year-End Financial Results for 2009
EMERYVILLE, Calif., Aug. 31 /PRNewswire-FirstCall/ --
Neurobiological Technologies, Inc. (NTI ) (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 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. About
Neurobiological Technologies, Inc. Neurobiological Technologies,
Inc. is a biopharmaceutical company historically focused on
developing investigational drugs for central nervous system
conditions. Forward Looking Statements This press release contains
forward-looking statements within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995 that involve risks and
uncertainties concerning the Company's proposed liquidation and
dissolution. Actual results may differ materially from the results
predicted. Potential risks and uncertainties include the
possibility that dissolution and liquidation may not be approved by
the stockholders or may be delayed, the possibility that no
reasonable strategic alternatives to the dissolution and
liquidation of the Company may become available, that distributions
to stockholders may take several months or more to complete and
that the proposed amendment to the Certificate of Incorporation may
not be approved by stockholders, which would prevent the Company
from redeeming the Preferred Stock and might delay any
distributions to any of the stockholders until the conclusion of
the dissolution process. In addition, no assurance can be given as
to the amount of cash actually to be distributed to the
stockholders. Statements in this release should be evaluated in
light of these important factors. More information about these and
other important factors that could affect our business and
financial results is included in the "Risk Factors" section of our
annual report on Form 10-K filed with the SEC on August 31, 2009. -
FINANCIAL TABLES TO FOLLOW - CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS (in thousands, except per share data) Three months ended
June 30, Year ended June 30, ---------------------------
------------------- 2009 2008 2009 2008 ---- ---- ---- ----
(Unaudited) REVENUES Royalty $1,475 2,008 $7,065 $8,253 Technology
sale and collaboration services 14,806 1,505 19,285 6,507 ------
----- ------ ----- Total revenues 16,281 3,513 26,350 14,760 ------
----- ------ ------ EXPENSES Research and development 76 5,760
17,584 24,581 General and administrative 1,112 1,548 5,082 6,876
Loss on impairment of property and equipment - - 193 - --- --- ---
--- Total expenses 1,188 7,308 22,859 31,457 ----- ----- ------
------ Operating income (loss) 15,093 (3,795) 3,491 (16,697)
Interest expense, including non-cash amortization in fiscal 2008 -
- - (2,479) Realized gain (loss) on sale of long-term investments
(18) - 152 - Impairment charge for decrease in fair value of
investments (958) - (1,013) (1,778) Interest income 99 234 748
1,254 Non-cash gain (loss) on change in fair value of warrants (62)
107 (255) 3,378 --- --- ---- ----- NET INCOME (LOSS) $14,154
$(3,454) $3,123 $(16,322) ======= ======= ====== ======== NET
INCOME (LOSS) PER SHARE $0.53 $(0.13) $0.12 $(0.84) ===== ======
===== ====== SELECTED CONSOLIDATED BALANCE SHEET DATA (in
thousands) June 30, -------- 2009 2008 ---- ---- Cash and cash
equivalents $8,230 $27,941 Short- and long-term investments 15,819
13,889 Working capital 23,423 21,817 Total assets 24,660 43,187
Total liabilities 1,115 22,901 Stockholders' equity 23,545 20,286
DATASOURCE: Neurobiological Technologies, Inc. CONTACT: Matthew M.
Loar, CFO of Neurobiological Technologies, Inc., +1-510-595-6000
Web Site: http://www.ntii.com/
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