EpiCept to Raise $1.1 Million in Registered Direct Offering

EpiCept to Raise $1.1 Million in Registered Direct Offering

 

TARRYTOWN, N.Y.--(BUSINESS WIRE (http://www.businesswire.com/))--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 1,065 shares of its new Series B 0%
Convertible Preferred Stock at $1,000 per share, which are convertible into an
aggregate of approximately 6.3 million shares of its common stock, and five-year
warrants to purchase up to approximately 3.1 million shares of its common stock
at an exercise price of $0.17 per share that are immediately exercisable.
EpiCept will receive approximately $0.97 million in net proceeds from the
offering. The offering is expected to close on or about April 2, 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=50221830&lan=en-US&anchor=http%3A%2F%2Fwww.sec.gov&index=
1&md5=d8db33069b51449acfaed42ed61d97af). 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 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 lead oncology product is Ceplene®,
which has been granted full marketing authorization by the European Commission
for the remission maintenance and prevention of relapse in adult patients with
Acute Myeloid Leukemia (AML) in first remission. The Company has 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.

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 the transaction will not close, 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 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 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 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=50221830&lan=en-US&anchor=www.sec.gov&index=2&md5=9c8866133bd0ad
a878083e4f7b9b227e) or at
www.epicept.com (http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2
Fwww.epicept.com&esheet=50221830&lan=en-US&anchor=www.epicept.com&index=3&md5=52
e99fe42e1e779fc4d256399ce4e3ad). 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