EpiCept Corporation Announces Stockholders' Meeting Results and Adjournment

EpiCept Corporation Announces Stockholders' Meeting Results and
Adjournment

 

TARRYTOWN, N.Y.--(BUSINESS WIRE (http://www.businesswire.com/))--
Regulatory News:

EpiCept Corporation (Nasdaq and Nasdaq OMX Stockholm Exchange: EPCT)
announced today the results of its 2011 Annual Meeting of Stockholders
held on June 14, 2011.

At the meeting, Robert G. Savage and John V. Talley were re-elected to
the Company's Board of Directors. Each director elected will serve a
term that expires at the Company's 2014 Annual Meeting of Stockholders
and until his successor is elected and qualified. In addition, the
stockholders ratified the selection of Deloitte & Touche LLP to serve as
the Company's independent registered public accounting firm for the year
ending December 31, 2011.

Stockholders also approved a proposal (the “Adjournment Proposal”) to
adjourn of the annual meeting to solicit additional proxies in the event
there were insufficient votes to approve a proposal (the “Reverse Split
Proposal”) to give the Company's Board of Directors the ability to
effect a reverse stock split of its outstanding common stock at a ratio
in the range of one for two (1:2) to one for six (1:6), to be determined
at the discretion of the Company's Board of Directors.

Approval of the Reverse Split Proposal requires the approval of a
majority of the outstanding shares. Therefore, abstentions and broker
non-votes have the same effect as votes against such proposals. As of
the time of the meeting, approximately 49% of the total number of
outstanding shares had been cast in favor of the Reverse Split Proposal,
with a substantial number of broker non-votes and other shares not
represented in the voting. After considering the importance of the
matter, the number of votes not cast and the fact that stockholders
voting at the annual meeting were in favor of the Reverse Split
Proposal, stockholders present at the annual meeting approved the
Adjournment Proposal so that management could adjourn and reconvene the
annual meeting to allow additional time to solicit proxies from those
stockholders who had not voted on the Reverse Split Proposal.

Following the adjournment of the annual meeting, the Company obtained
additional votes in favor of the Reverse Split Proposal, and at the
present time, greater than 50% of the total number of outstanding shares
has been cast in favor of the Reverse Split Proposal.

The Company's annual meeting is adjourned to June 27, 2011, at 10:00
a.m. EDT, at the Company's headquarters at 777 Old Saw Mill River Road,
Tarrytown, New York, solely with respect to the Reverse Split Proposal.
Stockholders who have not voted on the Reverse Split Proposal are
encouraged to do so promptly. For stockholders who have voted on the
Reverse Split Proposal, no additional action is required. Proxies may be
submitted or revoked any time prior to the adjourned meeting on June 27,
2011.

EpiCept's Board of Directors is recommending that its stockholders vote
for the approval of the Reverse Split Proposal. The record date for
stockholders entitled to vote at the reconvened meeting remains April
15, 2011. Stockholders who have not yet voted for the Reverse Split
Proposal (Proposal No. 3), or who want to change their vote, may do so
by going to
www.proxyvote.com (http://cts.businesswire.com/ct/CT?id=smartlink&url=ht
tp%3A%2F%2Fwww.proxyvote.com&esheet=6765871&lan=en-US&anchor=www.proxyvo
te.com&index=1&md5=0ba4899029a4b71a00ef416469415140) (with their proxy
vote control number) until 11:59 PM EDT on Sunday June 26, 2011, or to
www.epicept.com/arsstamma (http://cts.businesswire.com/ct/CT?id=smartlin
k&url=http%3A%2F%2Fwww.epicept.com%2Farsstamma&esheet=6765871&lan=en-US&
anchor=www.epicept.com%2Farsstamma&index=2&md5=f918ea4e2e9d5dda8008851fd
9ea04d3) to vote in Swedish.

EpiCept has filed a proxy statement with the Securities and Exchange
Commission (the “SEC”) pursuant to which the company is soliciting
proxies in connection with seeking stockholder approval of the Reverse
Split Proposal (Proposal No. 3). Stockholders are urged to read the
proxy statement and other relevant documents filed with the SEC.

About EpiCept Corporation

EpiCept is focused on the development and commercialization of
pharmaceutical products for the treatment of cancer and pain. The
Company's lead product is Ceplene®, approved in the EU and Israel for
the remission maintenance and prevention of relapse in adult patients
with Acute Myeloid Leukemia (AML) in first remission. In the United
States, a pivotal trial is scheduled to commence in 2011. The Company
has two other oncology drug candidates currently in clinical development
that were discovered using in-house technology and have been shown to
act as vascular disruption agents in a variety of solid tumors. The
Company's pain portfolio includes AmiKet™, a prescription topical
analgesic cream in late-stage clinical development designed to provide
effective long-term relief of pain associated with peripheral
neuropathies.

Forward-Looking Statements

This news release and any oral statements made with respect to the
information contained in this news release contain forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements include statements
which express plans, anticipation, intent, contingency, goals, targets,
future development and are otherwise not statements of historical fact.
These statements are based on our current expectations and are subject
to risks and uncertainties that could cause actual results or
developments to be materially different from historical results or from
any future results expressed or implied by such forward-looking
statements. Factors that may cause actual results or developments to
differ materially include: the risks associated with our ability to
continue to meet our obligations under our existing debt agreements, the
risk that our securities may be delisted from The Nasdaq Capital Market,
the risks associated with the adequacy of our existing cash resources
and our ability to continue as a going concern, the risk that
Ceplene®will not receive regulatory approval or marketing authorization
in the United States or Canada, the risk that Ceplene® will not achieve
significant commercial success, the risk that any required post-approval
clinical study for Ceplene®will not be successful, the risk that we will
not be able to maintain our final regulatory approval or marketing
authorization for Ceplene®, the risk that Azixa™ will not receive
regulatory approval or achieve significant commercial success, the risk
that we will not receive any significant payments under our agreement
with Myrexis, the risk that the development of our other apoptosis
product candidates will not be successful, the risk that clinical trials
for AmiKet™ or crolibulinTMwill not be successful, the risk that AmiKet™
or crolibulinTMwill not receive regulatory approval or achieve
significant commercial success, the risk that we will not be able to
find a partner to help conduct the Phase III trials for AmiKet™ on
attractive terms, a timely basis or at all, the risk that our other
product candidates that appeared promising in early research and
clinical trials do not demonstrate safety and/or efficacy in
larger-scale or later stage clinical trials, the risk that we will not
obtain approval to market any of our product candidates, the risks
associated with dependence upon key personnel, the risks associated with
reliance on collaborative partners and others for further clinical
trials, development, manufacturing and commercialization of our product
candidates; the cost, delays and uncertainties associated with our
scientific research, product development, clinical trials and regulatory
approval process; our history of operating losses since our inception;
the highly competitive nature of our business; risks associated with
litigation; and risks associated with our ability to protect our
intellectual property. These factors and other material risks are more
fully discussed in our periodic reports, including our reports on Forms
8-K, 10-Q and 10-K and other filings with the U.S. Securities and
Exchange Commission. You are urged to carefully review and consider the
disclosures found in our filings which are available at
www.sec.gov (http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%
2F%2Fus.lrd.yahoo.com%2F_ylt%3DAgfqFPfVOEK5M4_Rv8aJvhTjba9_%3B_ylu%3DX3o
DMTEzM2pvaWgxBHBvcwMyBHNlYwNuZXdzYXJ0Ym9keQRzbGsDd3d3c2VjZ292%2FSIG%3D15
t064n6f%2F**http%253A%2Fcts.businesswire.com%2Fct%2FCT%253Fid%3Dsmartlin
k%2526url%3Dhttp%25253A%25252F%25252Fwww.sec.gov%2526esheet%3D6170045%25
26lan%3Den_US%2526anchor%3Dwww.sec.gov%2526index%3D2%2526md5%3D61ec7b720
44301e411e3335754ee5c07&esheet=6765871&lan=en-US&anchor=www.sec.gov&inde
x=3&md5=6e5a195d506778d915567d3b11f9c086) or at
www.epicept.com (http://cts.businesswire.com/ct/CT?id=smartlink&url=http
%3A%2F%2Fus.lrd.yahoo.com%2F_ylt%3DAhBuoawHw6iS3RhJOH9dNNfjba9_%3B_ylu%3
DX3oDMTE2OGhhcWs4BHBvcwMzBHNlYwNuZXdzYXJ0Ym9keQRzbGsDd3d3ZXBpY2VwdGNv%2F
SIG%3D1659oglun%2F**http%253A%2Fcts.businesswire.com%2Fct%2FCT%253Fid%3D
smartlink%2526url%3Dhttp%25253A%25252F%25252Fwww.epicept.com%2526esheet%
3D6170045%2526lan%3Den_US%2526anchor%3Dwww.epicept.com%2526index%3D3%252
6md5%3D8b3a48c3367e26fcfbd15295b6d82118&esheet=6765871&lan=en-US&anchor=
www.epicept.com&index=4&md5=debd708af77800e351bc795c6124ac74). You are
cautioned not to place undue reliance on any forward-looking statements,
any of which could turn out to be wrong due to inaccurate assumptions,
unknown risks or uncertainties or other risk factors.

EPCT-GEN

*Azixa is a registered trademark of Myrexis, Inc.

EpiCept Corporation:
Robert W. Cook, 914-606-3500
rcook@epicept.com (rcook@epicept.com)
or
Media:
Feinstein Kean Healthcare
Greg Kelley, 617-577-8110
gregory.kelley@fkhealth.com (gregory.kelley@fkhealth.com)
or
Investors:
Lippert/Heilshorn & Associates
Kim Sutton Golodetz, 212-838-3777
kgolodetz@lhai.com (kgolodetz@lhai.com)
or
Bruce Voss, 310-691-7100
bvoss@lhai.com (bvoss@lhai.com)