TARRYTOWN, N.Y.--(Business Wire)--
Regulatory News:
EpiCept Corporation (Nasdaq and OMX Nordic Exchange: EPCT)
announced today the pricing of a public offering of approximately 5.2
million shares of its common stock at approximately $.76 per share and
five-year warrants to purchase up to approximately 2.6 million shares
of common stock at an exercise price of $.63 per share. In addition,
in consideration of receipt of $1.3 million for the exercise of all of
the warrants issued in connection with the Company's public offering
announced on August 1, 2008, EpiCept agreed to issue to the investors
warrants to purchase up to approximately 2.8 million shares of common
stock at an exercise price of $.693 per share. EpiCept will receive
approximately $4.9 million in net proceeds from the offering and the
simultaneous warrant exercise. Rodman & Renshaw, LLC, a subsidiary of
Rodman & Renshaw Capital Group, Inc. (Nasdaq: RODM) acted as the
exclusive placement agent for the offering. EpiCept intends to use the
net proceeds it receives to repay a portion of amounts owed to its
senior secured lender, provide working capital and for general
corporate purposes through September 2008.
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, New York, NY
10020, or by calling 212-356-0549.
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 focused on unmet needs in the treatment of cancer and
pain. The Company's broad portfolio of pharmaceutical product
candidates includes Ceplene(R), a cytokine immunomodulator that
recently received a positive opinion from the CHMP in Europe for the
remission maintenance of AML patients, and several pain therapies in
clinical development. In addition, EpiCept's ASAP technology, a
proprietary live cell high-throughput caspase-3 screening technology,
can efficiently identify new cancer drug candidates and molecular
targets that selectively induce apoptosis in cancer cells. Two
oncology drug candidates currently in clinical development that were
discovered using this technology have also 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, contains 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 EpiCept's 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
proposed financing may not be completed, the risks associated with the
adequacy of our existing cash resources, our need to raise additional
financing to continue to meet our capital needs 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 or
that we may default on our loans or that our lenders may declare the
Company in default or that our secured lender would seek to sell our
assets, the risk that the Company's securities may be delisted by The
Nasdaq Capital Market or the OMX Nordic Exchange, the risk that we do
not receive final regulatory marketing approval by the European
Commission for Ceplene(R), the risk that Ceplene(R), if approved, will
not be launched in the first quarter of 2009 or achieve significant
commercial success, the risk that we are unable to find a suitable
marketing partner for Ceplene(R) on attractive terms, a timely basis
or at all, the risk that Myriad's development of Azixa(TM) will not be
successful, the risk that Azixa(TM) will not receive regulatory
approval or achieve significant commercial success, the risk that we
will not receive any significant payments under our agreement with
Myriad, the risk that the development of our other apoptosis product
candidates will not be successful, the risk that our ASAP technology
will not yield any successful product candidates, the risk that
clinical trials for NP-1 or EPC2407 will not be successful, the risk
that NP-1 or EPC2407 will 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; risks associated with prior material
weaknesses in our internal controls; and risks associated with our
ability to protect our intellectual property. These factors and other
material risks are more fully discussed in EpiCept's periodic reports,
including its 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 EpiCept's
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.
EPCT-GEN
*Azixa is a registered trademark of Myriad Genetics, Inc.
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:
Lippert/Heilshorn & Associates
Kim Sutton Golodetz, 212-838-3777
kgolodetz@lhai.com
or
Bruce Voss, 310-691-7100
bvoss@lhai.com
Copyright Business Wire 2008
