Item 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING.

On September 15, 2009, Neurobiological Technologies, Inc. (the "Company") received a letter from the Nasdaq Stock Market (the "Notice") notifying the Company that for 30 consecutive trading days the bid price of the Company's common stock had closed below the $1.00 per share minimum required for continued inclusion on the Nasdaq Capital Market pursuant to Nasdaq Marketplace Rule 5550(a)(2). The Notice also stated that the Company has been provided 180 calendar days, or until March 15, 2010, to regain compliance. To do so, the bid price of the Company's common stock must close at or above $1.00 per share for a minimum of ten consecutive trading days prior to March 15, 2010.

As previously announced, and as described in the preliminary proxy statement filed with the SEC on September 8, 2009, the Company intends to call a special meeting of the stockholders to seek approval of a voluntary dissolution and liquidation of the Company. If such approval is received, the Company intends to proceed with an orderly wind down and dissolution of the Company, delist its common stock from the Nasdaq Capital Market and cease its reporting obligations under the Securities Exchange Act of 1934, as amended.

A copy of our press release announcing the Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No. Description
99.1 Press Release, dated September 17, 2009