EpiCept to Raise $2 Million in Registered Direct Offering

EpiCept to Raise $2 Million in Registered Direct Offering

 

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

EpiCept Corporation (Nasdaq OMX Stockholm Exchange and OTCQX: EPCT) announced
today that it has entered into a definitive agreement with a single life science
focused institutional investor for the purchase of 2,000 shares of its Series A
0% Convertible Preferred Stock at $1,000 per share, which are convertible into
an aggregate of 10 million shares of its common stock, and five-year warrants to
purchase up to 5 million shares of its common stock at an exercise price of
$0.20 per share that are immediately exercisable. EpiCept will receive
approximately $1.8 million in net proceeds from the offering. The offering is
expected to close on or about February 13, 2012, subject to customary closing
conditions. Net proceeds from the offering will be used to meet working capital
needs and for general corporate purposes

Rodman & Renshaw, LLC, a subsidiary of Rodman & Renshaw Capital Group, Inc.
(Nasdaq: RODM), acted as the exclusive placement agent for the offering.

The proposed public offering is being made pursuant to an effective registration
statement, and may be made only by means of a prospectus and prospectus
supplement. A copy of the prospectus supplement relating to the common stock and
warrants can be obtained from Rodman & Renshaw LLC, 1251 Avenue of the Americas,
20thFloor, New York, NY 10020, or by calling 212-356-0549 or e-mailing
placements@rodm.com. An electronic copy of the prospectus supplement will also
be available on the website of the Securities and Exchange Commission (the
“SEC”) at
http://www.sec.gov (http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2
F%2Fwww.sec.gov&esheet=50162974&lan=en-US&anchor=http%3A%2F%2Fwww.sec.gov&index=
1&md5=90be19d20335965069457ddb9bf2b7f6). This press release is neither an offer
to sell, nor a solicitation of an offer to buy, nor shall there be any sale of,
these securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such state.

About EpiCept Corporation

EpiCept is a specialty pharmaceutical company focused on the development and
commercialization of pharmaceutical products for the treatment of pain and
cancer. The Company’s lead pain product is AmiKet™, a prescription topical
analgesic cream in late-stage development designed to provide effective long
term relief of pain associated with peripheral neuropathies. The Company’s lead
cancer product is Ceplene®, which has been granted full marketing authorization
by the European Commission for remission maintenance and prevention of relapse
in adult patients with acute myeloid leukemia (AML) in first remission. In
addition, the cancer portfolio includes two other oncology compounds in clinical
development that were discovered using in-house technology and have been shown
to act as vascular disruptive agents.

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 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 risks associated with the adequacy of our existing cash resources
and our ability to continue as a going concern, the risks associated with our
ability to continue to meet our obligations under our existing debt agreements,
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%2Fwww
.sec.gov&esheet=50162974&lan=en-US&anchor=www.sec.gov&index=2&md5=21053bd4daa3c6
a0e48e6c16f97af3c1) or at
www.epicept.com (http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2
Fwww.epicept.com&esheet=50162974&lan=en-US&anchor=www.epicept.com&index=3&md5=b6
e858529723222490b5846c837ec45a). 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.

*Azixa is a registered trademark of Myrexis, Inc.

EPCT-GEN

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