TARRYTOWN, N.Y.--(BUSINESS WIRE (http://www.businesswire.com/))-- Regulatory
News:
EpiCept Corporation (Nasdaq OMX Stockholm Exchange and OTCQX: EPCT) today
announced operating and financial results for the fourth quarter and full year
ended December 31, 2012, and provided an update on the Company’s merger with
Immune Pharmaceuticals, Ltd. (Immune).
Robert Cook, Interim President and CEO of EpiCept, commented, “While we are
focused on completing the merger with Immune that we announced in November 2012,
we also remain committed to advancing our clinical programs to the greatest
extent possible. We are working with the National Cancer Institute to initiate
the second phase (the Phase II portion) of its study of crolibulin™ in the
treatment of anaplastic thyroid cancer. Also, in conjunction with Immune we have
renewed talks with several prospective partners concerning the potential out
-licensing of AmiKet™. We remain very enthusiastic about the proposed merger
with Immune Pharmaceuticals as we believe this transaction will provide EpiCept
shareholders the opportunity both to benefit from the further development of
EpiCept’s pipeline and to share in the enormous potential that exists in
Immune’s pipeline with bertilimumab and the NanomAb® technology. We expect to
close the transaction in the second quarter of 2013.”
Business Highlights
· Immune Pharmaceuticals Ltd., a privately held Israeli company, and EpiCept
entered into a definitive merger agreement on November 7, 2012. The transaction,
as amended, is anticipated to close during the second quarter of 2013 and is
subject to satisfaction of certain customary closing conditions, including
approval by a majority of EpiCept shareholders. The combined company will be
focused on developing antibody therapeutics and other targeted drugs for the
treatment of inflammatory diseases and cancer. Immune’s lead product candidate,
bertilimumab, is a fully human monoclonal antibody that targets eotaxin-1, a
chemokine involved in eosinophilic inflammation, angiogenesis and neurogenesis.
Immune is currently initiating, following authorization from Israeli health
authorities, a placebo-controlled, double-blind Phase II clinical trial with
bertilimumab in 90 patients for the treatment of active moderate-to-severe
ulcerative colitis. Immune expects to report results from this trial in 2014.
The companies’ collective oncology portfolios comprise Immune’s NanomAbs®, a new
generation of antibody drug conjugates, and EpiCept’s vascular disruption
agents. The combined company will continue efforts to secure a partner for
EpiCept’s Phase III clinical development candidate AmiKet™, for which efficacy
has been demonstrated for the treatment of chemotherapy-induced neuropathic pain
and post-herpetic neuralgia.
· AmiKet™ - a prescription topical analgesic cream designed to provide long
-term relief from the pain of peripheral neuropathies, which affect more than 15
million people in the U.S. alone. During 2011 EpiCept met with the U.S. Food and
Drug Administration (FDA) and was granted permission by the FDA to initiate the
Phase III clinical development of AmiKet™. Fast Track designation was granted in
April 2012. The FDA's Fast Track program is designed to facilitate the
development and expedite the review of drugs intended to treat serious or life
-threatening conditions and address unmet medical needs. The FDA also agreed
that a Special Protocol Assessment is available with respect to the protocol for
the first Phase III trial in chemotherapy-induced peripheral neuropathy (CIPN).
In May 2012 EpiCept received formal scientific advice from the Committee for
Medicinal Products for Human Use (CHMP) of the European Medicines Agency (EMA)
for the Phase III clinical and nonclinical development and subsequent Marketing
Authorization Approval (MAA) filing of AmiKet™ in the treatment of CIPN. In
general, the CHMP’s requirements are closely aligned with the guidance given
EpiCept by the FDA.
· Crolibulin™ - a vascular disruption agent (VDA) that has demonstrated potent
anti-tumor activity in both preclinical and early clinical studies. In December
2010 the National Cancer Institute initiated a Phase Ib/II trial for crolibulin™
to assess safety and efficacy in combination with cisplatin in patients with
anaplastic thyroid cancer. The Phase I safety portion of the trial has completed
enrollment, and the Phase II randomized efficacy proof-of-concept study is
expected to commence later this year.
· Azixa® - a novel small molecule VDA and apoptosis inducer, Azixa® is a
lipophilic compound that collects in the brain at significant concentrations.
The compound was discovered by EpiCept and licensed to Myrexis, Inc. as part of
an exclusive, worldwide development and commercialization agreement. In August
2012 Myrexis terminated its License and Collaboration Agreement with EpiCept
relating to Azixa®. In December 2012 Myrexis licensed to EpiCept all of the
Myrexis Technology (as defined in the License and Collaboration Agreement) in
return for future milestone payments and a royalty on commercial sales. EpiCept
is currently analyzing the Myrexis Technology and will determine its future
plans for Azixa® in consultation with Immune. Azixa® has received orphan drug
status in the U.S. for the treatment of glioblastoma multiforme (GBM).
· EP1013/F573 - a di-peptide small-molecule compound with a potent inhibitory
effect on caspases, a class of enzymes involved in cell death and inflammation.
Drug efficacy has been shown in animal models relating to liver failure, brain
ischemia and myocardial infarction. In April 2012 EpiCept announced that new
preclinical research for EP1013 (now renamed F573) concluded that the compound
is a new therapeutic drug candidate for the treatment of late-stage viral
infection-induced hepatitis. The data were published in the Chinese
Pharmacological Bulletin (2102 Volume 28 (1):136-139). EpiCept licensed rights
to a series of patents for EP1013/F573 in China, Japan other key territories to
GNI Group Ltd. to develop this drug for liver diseases.
Additional Merger Information
The terms of the merger agreement between EpiCept and Immune provide that, upon
the closing of the transaction, EpiCept will issue shares of its common stock to
Immune shareholders in exchange for all of the outstanding shares of Immune.
EpiCept shareholders will retain approximately 19 percent ownership of the
combined company and Immune shareholders will receive approximately 81 percent,
calculated on an adjusted fully diluted basis, assuming the full drawdown of
$0.5 million in equity capital that is available from Immune pursuant to the
Second Amendment to the Merger Agreement and Plan of Reorganization that was
signed in February 2013. The proportionate ownership of the combined company by
EpiCept and Immune shareholders is subject to further adjustment based upon the
size of certain specified liabilities of EpiCept at the merger effective time,
and initially excludes the exercise or conversion of certain EpiCept options and
warrants whose exercise/conversion prices are significantly higher than the
current trading price of EpiCept's common stock.
The combined company will be named Immune Pharmaceuticals Inc. and have dual
headquarters in Herzliya-Pituach, Israel and in the New York City area, with
research laboratories in Rehovot, Israel. Daniel Teper, PharmD, Chief Executive
Officer of Immune Pharmaceuticals Ltd., will be the Chairman and CEO of the
combined company. Dr. David Sidransky, Director of Head and Neck Research
Division, Professor of Oncology at the Johns Hopkins School of Medicine, and a
former Vice Chairman of the Board of Directors of ImClone Systems, will be the
Vice Chairman of the Board of the combined company. The combined company plans
to assume EpiCept’s common stock listings on the OTCQX and on the NASDAQ OMX
Stockholm Exchange.
Financial and Operating Highlights
EpiCept’s net loss for the fourth quarter of 2012 was $0.9 million, or $0.01 per
share, compared with a net loss of $3.5 million, or $0.05 per share for the
fourth quarter of 2011. The net loss for the full year 2012 was $2.6 million, or
$0.07 per share, compared with a net loss of $15.7 million, or $0.23 per share,
for the full year 2011.
Fourth Quarter 2012 vs. Fourth Quarter 2011
Revenue
The Company recognized revenue of $0.1 million during the fourth quarter of
2012, a decrease of $0.1 million compared with $0.2 million in the fourth
quarter of 2011. The decrease was primarily related to lower revenue recognition
from upfront license fees and milestone payments received from the Company’s
strategic partners.
Cost of Goods Sold
Cost of goods sold in the fourth quarters of 2012 and 2011 was $6,000 and $0.3
million, respectively. Cost of goods sold in the 2011 quarter consisted
primarily of a $0.3 million expense for Ceplene®inventory the Company believed
would not be sold prior to reaching its product expiration date.
Selling, General and Administrative (SG&A) Expense
SG&A expense in the fourth quarter of 2012 decreased by 10%, or $0.1 million, to
$0.9 million from $1.0 million in the fourth quarter of 2011. The decrease was
primarily related to lower salary-related expenses resulting from the departure
of the Company’s CEO in the third quarter of 2012.
Research and Development Expense
Research and development expense in the fourth quarter of 2012 decreased by 98%,
or $1.5 million, to $38,000 from $1.6 million in the fourth quarter of 2011.
This decrease was primarily related to a $0.7 million milestone payment that was
recorded in 2006 and reversed in 2012 as the licensee failed to request payment
of the milestone fee within the six year statute of limitations, lower clinical
trial expenses in connection with the sale of EpiCept’s rights to Ceplene®in
Europe and certain Pacific Rim countries in June 2012 and lower salary-related
expenses resulting from a reduction of staff in 2012.
Other Income (Expense)
Other income (expense) during the fourth quarters of 2012 and 2011 amounted to
net income of $22,000 and net expense of $0.8 million, respectively. The primary
component of other income in the fourth quarter of 2012 was a foreign exchange
gain, partially offset by interest expense. The primary component of other
expense in 2011 was interest expense on the Company’s senior secured debt and
foreign exchange loss.
Full Year 2012 vs. Full Year 2011
Revenue
During the years 2012 and 2011, the Company recognized revenue of $7.8 million
and $0.9 million, respectively. Revenue in 2012 was primarily related to the
sale of the Company’s rights to Ceplene®to Meda AB for $2.0 million, product
revenues from the sale of Ceplene®and recognition of prior upfront licensing
fees and milestone payments received from strategic alliances. As a result of
the Company’s termination of its commercialization agreement with Meda and its
license and collaboration agreement with Myrexis, the Company recognized revenue
from prior upfront licensing fees and milestone payments received from Meda and
Myrexis of $3.8 million and $0.7 million in 2012 and 2011, respectively. Revenue
in 2011 was primarily related to the recognition of deferred revenue from the
Company’s license agreements with its partners, as well as to royalties with
respect to certain technology and sales of Ceplene®.
Cost of Goods Sold
Cost of goods sold in 2012 and 2011 was $0.4 million and $0.7 million,
respectively, consisting primarily of costs related to the sale of Ceplene®, and
a $0.7 million expense in 2011 for Ceplene®inventory the Company believed would
not be sold prior to reaching its product expiration date.
Selling, General and Administrative Expense
SG&A expense in 2012 decreased by approximately 28%, or $1.9 million, to $4.6
million from $6.5 million in 2011. The decrease can be attributed to lower
salary-related expenses, lower stock-based compensation expense, lower public
reporting costs and lower investor relations expenses, as well as costs related
to certain financing-related activities in 2011.
Research and Development Expense
Research and development expense in 2012 decreased by approximately 57%, or $4.5
million, to $3.4 million from $7.9 million in 2011. The decrease was primarily
attributable to lower clinical trial expenses with the sale of Ceplene®to Meda
in June 2012, lower salary-related expenses and lower patent maintenance fees.
Other Income (Expense)
Other income (expense) during 2012 amounted to a net expense of $2.0 million,
compared with a net expense of $1.6 million during 2011. The $0.4 million
increase was primarily related to a $0.9 million warrant amendment expense,
offset by a $0.2 million foreign exchange gain in 2012, compared with a $0.3
million foreign exchange loss in 2011.
Liquidity
EpiCept had approximately $0.2 million in cash and cash equivalents as of
December 31, 2012. In addition, EpiCept’s lender has restricted $0.8 million of
its cash and EpiCept is required to make monthly interest payments on its senior
secured term loan. In February 2013 EpiCept entered into an amendment to the
Merger Agreement and Plan of Reorganization with Immune that permits Immune to
purchase new shares of EpiCept common stock directly from EpiCept at a purchase
price of $0.13 per share at any time and from time to time prior to the
effective time of the merger. Any shares of EpiCept common stock sold to Immune
in such a pre-merger investment will be cancelled at the effective time of the
merger, but the relative post-closing ownership percentages in the combined
company will be adjusted at the closing such that, for each $100,000 invested by
Immune in EpiCept pursuant to such a pre-merger investment (up to an aggregate
of $500,000), the post-closing ownership percentage of the pre-closing Immune
stockholders in the combined company will be increased by an additional 0.7%. In
February 2013, EpiCept received $0.3 million in cash from Immune Pharmaceuticals
Ltd. through the issuance of approximately 2.3 million shares of EpiCept common
stock. The Company believes that its current cash plus cash available from
Immune is sufficient to fund operations into the second quarter of 2013.
EpiCept anticipates the merger with Immune will close during the second quarter
of 2013, subject to satisfaction of certain customary closing conditions.
However, as additional funds will be required prior to the merger closing,
EpiCept is considering various transactions to obtain additional cash resources
to fund operations, including additional funding from Immune, the sale or
licensing of assets and the sale of equity securities to third parties. If
unable to complete such a transaction or otherwise obtain funding on a timely
basis, EpiCept may be forced to further reduce expenses or curtail operations.
EpiCept’s obligations under its outstanding loan with MidCap Financial LLC are
expected to be assumed by the combined company upon closing. Currently, interest
only is being paid on the loan on a monthly basis. EpiCept and Immune have
agreed to indicative terms and conditions offered by MidCap Financial related to
the loan’s restructure upon the merger closing. Negotiations are currently
ongoing regarding the treatment of the loan prior to the closing of the merger.
EpiCept also announced today that in its Annual Report on Form 10-K for the year
ended December 31, 2012, the Company’s independent registered public accounting
firm is expected to express an unqualified opinion on the December 31, 2012
consolidated financial statements and will include an explanatory paragraph
expressing substantial doubt about the Company’s ability to continue as a going
concern. EpiCept expects to release its interim results for the period ending
March 31, 2013 on or about May 10, 2013.
Additional Information
In connection with the proposed merger transaction, EpiCept will file a proxy
statement with the U.S. Securities and Exchange Commission (SEC) seeking
appropriate stockholder approval. STOCKHOLDERS OF EPICEPT AND OTHER INVESTORS
ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
TO THE PROXY STATEMENT) REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES
AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. EpiCept's stockholders
will be able to obtain a copy of the proxy statement, as well as other filings
containing information about Immune and EpiCept, without charge, at the SEC's
Internet site
(www.sec.gov (http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fww
w
.sec.gov&esheet=50579597&lan=en
-US&anchor=www.sec.gov&index=1&md5=58013e03a5472ba1927c87ba892eb9e3)). Copies of
the proxy statement and the filings with the SEC that will be incorporated by
reference in the proxy statement can also be obtained, without charge, by
directing a request to EpiCept Corporation, 777 Old Saw Mill River Rd,
Tarrytown, NY 10591, Attention: Investor Relations, Telephone: (914) 606-3500.
Participants in the Solicitation
EpiCept and its directors and executive officers and Immune and its directors
and executive officers may be deemed to be participants in the solicitation of
proxies from the stockholders of EpiCept in connection with the proposed
transaction. Information regarding the special interests of these directors and
executive officers in the merger transaction will be included in the proxy
statement of EpiCept referred to above. Additional information regarding the
directors and executive officers of EpiCept is also included in EpiCept's proxy
statement for its 2011 Annual Meeting of Stockholders, which was filed with the
SEC on April 28, 2011. Additional information regarding the directors and
executive officers of EpiCept is also included in EpiCept's registration
statement Post-Effective Amendment No. 1 to Form S-3 on Form S-1, which was
filed with the SEC on April 26, 2012. These documents are available free of
charge at the SEC's web site
(www.sec.gov (http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fww
w
.sec.gov&esheet=50579597&lan=en
-US&anchor=www.sec.gov&index=2&md5=db933ed1350476eac48ab16e2d9783c6)) and from
Investor Relations at EpiCept at the address described above.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended (the "Act"). The securities issued in exchange for all of the
outstanding shares of Immune will not be and have not been registered under the
Act and may not be offered or sold in the United States absent registration or
an applicable exception from registration requirements.
The merger agreement and any accompanying issuance of shares by Immune
Pharmaceuticals are not, under any circumstances, to be construed as an
advertisement or a public offering of securities in Israel. Any public offer or
sale of securities in Israel may be made only in accordance with the Israeli
Securities Act-1968 (which requires, inter alia, the filing of a prospectus in
Israel or an exemption therefrom).
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 IL-2 is intended as remission maintenance therapy in
the treatment of 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 in June 2012. 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.
About Immune Pharmaceuticals Ltd.
Immune Pharmaceuticals Ltd. is an Israel and U.S.-based biopharmaceutical
company focused on the development of next-generation antibody therapeutics to
address unmet medical needs in the treatment of inflammatory diseases and
cancer. Immune licensed worldwide rights for systemic indications of
bertilimumab from iCo Therapeutics (TSX: ICO) in June 2011, while iCo retained
rights to all ophthalmic indications. iCo originally licensed exclusive
worldwide rights to bertilimumab in 2006 from MedImmune Limited (formerly known
as Cambridge Antibody Technology Limited), the global biologics unit of
AstraZeneca. Additionally, Immune has licensed from Yissum, the Technology
Transfer Company of the Hebrew University of Jerusalem, injectable applications
of the antibody nanoparticle conjugate technology (NanomAbs®) developed by Prof.
Shimon Benita. For more information, visit the Immune website at
www.immunepharmaceuticals.com (http://cts.businesswire.com/ct/CT?id=smartlink&ur
l
=http%3A%2F%2Fwww.immunepharmaceuticals.com&esheet=50579597&lan=en
-US&anchor=www.immunepharmaceuticals.com&index=3&md5=6b80dff9148af733d7593b7f622
c
a894).
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. You are urged
to consider statements that include the words “may,” “will,” “would,” “could,”
“should,” “believes,” “estimates,” “projects,” “potential,” “expects,” “plans,”
“anticipates,” “intends,” “continues,” “forecast,” “designed,” “goal” or the
negative of those words or other comparable words to be uncertain and forward
-looking. Such forward-looking statements include statements that 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 we may be unable to complete the proposed
merger transaction with Immune Pharmaceuticals; 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 clinical trials
for AmiKet™ or crolibulin™ will not be successful; the risk that AmiKet™,
Azixa®or crolibulin™ 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.
l
rd.yahoo.com%2F_ylt%3DAgfqFPfVOEK5M4_Rv8aJvhTjba9_%3B_ylu%3DX3oDMTEzM2pvaWgxBHBv
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wMyBHNlYwNuZXdzYXJ0Ym9keQRzbGsDd3d3c2VjZ292%2FSIG%3D15t064n6f%2F**http%253A%2Fct
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.businesswire.com%2Fct%2FCT%253Fid%3Dsmartlink%2526url%3Dhttp%25253A%25252F%2525
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dex%3D2%2526md5%3D61ec7b72044301e411e3335754ee5c07&esheet=50579597&lan=en
-US&anchor=www.sec.gov&index=4&md5=2d225be0e8d92d6101131c819587e8bc) or at
www.epicept.com (http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2
F
us.lrd.yahoo.com%2F_ylt%3DAhBuoawHw6iS3RhJOH9dNNfjba9_%3B_ylu%3DX3oDMTE2OGhhcWs4
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HBvcwMzBHNlYwNuZXdzYXJ0Ym9keQRzbGsDd3d3ZXBpY2VwdGNv%2FSIG%3D1659oglun%2F**http%2
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3A%2Fcts.businesswire.com%2Fct%2FCT%253Fid%3Dsmartlink%2526url%3Dhttp%25253A%252
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2F%25252Fwww.epicept.com%2526esheet%3D6170045%2526lan%3Den_US%2526anchor%3Dwww.e
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7&lan=en
-US&anchor=www.epicept.com&index=5&md5=f24cc326674ce3f6cf4f56b5b6b3c829). 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.
Selected financial information follows:
EpiCept Corporation and
Subsidiaries
(Unaudited)
Selected Consolidated
Balance Sheets Data
(in $000s)
December 31,
2012 2011
Cash and cash $ 172 $ 6,378
equivalents
Inventory — 360
Property and equipment, 56 120
net
Total assets $ 1,328 $ 7,521
Accounts payable and $ 3,512 $ 3,333
other accrued
liabilities
Deferred revenue 7,810 12,947
Notes and loans payable 3,975 8,022
Total stockholders’ (13,969 ) (17,146 )
deficit
Total liabilities and $ 1,328 $ 7,521
stockholders’ deficit
EpiCept Corporation and
Subsidiaries
(Unaudited)
Selected Consolidated
Statements of
Operations Data
(in $000s except share
and per share data)
Three Year
Months Ended
Ended December
December 31,
31,
2012 2011 2012
2011
Net product sales — 4 583
39
Licensing and other 91 203 7,221
905
revenue
Total revenue $ 91 $ 207 $ 7,804
$ 944
Costs and expenses:
Cost of goods sold 7 281 403
692
Selling, general and 940 1,039 4,607
6,452
administrative
Research and 38 1,561 3,400
7,853
development
Total costs and 985 2,881 8,410
14,997
expenses
Loss from operations (894 ) (2,674 ) (606
) (14,053 )
Other income (expense):
Interest income — 2 4
12
Foreign exchange gain 223 (378 ) 166
(340 )
(loss)
Interest expense (201 ) (401 ) (1,199
) (1,271 )
Warrant amendment — — (936
) —
expense
Other income (expense), 22 (777 ) (1,965
) (1,599 )
net
Net loss before income (872 ) (3,451 ) (2,571
) (15,652 )
taxes
Income taxes — — (2
) (4 )
Net loss $ (872 ) $ (3,451 ) $ (2,573
) $ (15,656 )
Deemed dividends on — — (3,550
) —
convertible preferred
stock
Net loss $ (872 ) $ (3,451 ) $ (6,123
) $ (15,656 )
Basic and diluted loss $ (0.01 ) $ (0.05 ) $ (0.07
) $ (0.23 )
per common share
Weighted average common 92,297,822 71,003,667
84,458,376 68,313,381
shares outstanding
EpiCept Corporation and
Subsidiaries
(Unaudited)
Selected Consolidated
Statements of Cash Flows
Data
(in $000s)
Year Ended December 31,
2012 2011
Net cash used in operating $ (5,339 ) $ (14,002 )
activities
Net cash (used in) (839 ) 97
provided by investing
activities
Net cash (used in) (13 ) 17,840
provided by financing
activities
Effect of exchange rate (15 ) 8
changes on cash
Net increase (decrease) in (6,206 ) 3,943
cash and cash equivalents
Cash and cash equivalents 6,378 2,435
at beginning of year
Cash and cash equivalents $ 172 $ 6,378
at end of year
EpiCept Corporation and Subsidiaries
(Unaudited)
Selected Consolidated Statements of Stockholders’ Deficit Data
(in $000s)
Year Ended December 31,
2012 2011
Stockholders’ deficit at beginning of year $ (17,146 ) $ (14,135 )
Net loss for the period (2,573 ) (15,656 )
Stock-based compensation expense 692 930
Foreign currency translation adjustment (179 ) 299
Share and warrant issuance 2,833 10,872
Exercise of warrants 1,468 —
Warrant issuance 936 544
Stockholders’ deficit at end of year $ (13,969 ) $ (17,146 )
As of February 28, 2013, EpiCept had 112,215,568 shares outstanding.
Contacts
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
EpiCept Reports Fourth Quarter and Full Year 2012 Operating and Financial Results
| Source: Immune Pharmaceuticals Inc
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