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

On January 27, 2009, Neurobiological Technologies, Inc. (the "Company") received a letter from Paul E. Freiman resigning from the Board of Directors (the "Board") of the Company. Mr. Freiman was President and Chief Executive Officer of the Company from May 1997 through December 2008, and had been a member of the Board since April 1997.

The Board believes that Mr. Freiman's resignation from the Board is related to the Board's recent termination of Mr. Frieman's employment as President and Chief Executive Officer. As announced in a Current Report on Form 8-K dated as of June 26, 2008, Mr. Freiman informed the Board that he intended to resign as President and Chief Executive Officer as of December 31, 2008. After Mr. Freiman did not resign on December 31, 2008 as previously indicated, the Board terminated the employment of Mr. Freiman as President and Chief Executive Officer. The Board also did not agree to Mr. Freiman's request for a severance package that would include compensation other than that he would receive as a director.

The resignation letter from Mr. Freiman is attached to this Current Report on Form 8-K as Exhibit 17.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

17.1 Resignation letter from Paul E. Freiman, dated January 26, 2009