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, 20 th Floor, New York, NY 10020, or by calling 212-356-0549 or e-mailing email@example.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. 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 crolibulin TM will not be successful, the risk that AmiKet™ or crolibulin TM 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 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 or at www.epicept.com. 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