EpiCept Corporation Raises $0.8 Million from Immediate Exercise of Re-priced Warrants


Series A and B Preferred Stock Conversion Prices Also Affected
TARRYTOWN, N.Y.--(BUSINESS WIRE (http://www.businesswire.com/))-- Regulatory
News:

EpiCept Corporation (Nasdaq OMX Stockholm Exchange and OTCQX: EPCT) today
announced that, effective September 24, 2012, it has reduced the exercise price
of certain of its outstanding Common Stock Purchase Warrants, which were issued
pursuant to registered direct offerings in February 2012 and April 2012, in
return for the immediate cash exercise of all such warrants. Total proceeds to
the Company will be approximately $0.8 million after estimated fees and
expenses. The total of 8.1 million warrants, 5.0 million of which were issued in
February 2012 and 3.1 million of which were issued in April 2012, were
originally exercisable for common stock at prices of $0.20 and $0.17 per share,
respectively. The exercise prices were reduced to $0.10 per share for all of
these warrants. Dawson James, Inc. acted as exclusive agent for the warrant
exercise.

As part of the transaction, the Company also agreed to reduce the conversion
prices of the remaining unconverted shares of its Series A and Series B 0%
Convertible Preferred Stock to an effective price of $0.08 per common share. A
total of 236 shares of the Series A Preferred Stock, having an original
conversion price of $0.20 per share, and all 1,065 shares of the Series B
Preferred Stock, having an original conversion price of $0.17 per share, were
affected.

The proceeds from this warrant exercise, in addition to the Company’s current
cash, are anticipated to be sufficient to run operations into the first quarter
of 2013.

About EpiCept Corporation

EpiCept is focused on the development and commercialization of pharmaceutical
products for the treatment of pain and cancer. 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. The Company's product Ceplene®, when used
concomitantly with low-dose interleukin-2 (IL-2) is intended as remission
maintenance therapy in the treatment of acute myeloid leukemia (AML) for adult
patients who are in their first complete remission. The Company sold all of its
rights to Ceplene®in Europe and certain Pacific Rim countries and a portion of
its remaining Ceplene®inventory to Meda AB. Ceplene®is licensed to MegaPharm
Ltd. to market and sell in Israel and EpiCept has retained its rights to
Ceplene®in all other countries, including countries in North and South America.
The Company has other oncology drug candidates 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.

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 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 clinical trials for AmiKet™ or crolibulinTM
will not be successful, the risk that AmiKet™ or crolibulinTM will 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
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 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.
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-US&anchor=www.epicept.com&index=2&md5=a9712aebf5c8cc50f4495680c10f8119). 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

Attachments

09253236.pdf