Regulatory News:
EpiCept Corporation (Nasdaq and OMX Nordic Exchange: EPCT) announced
today that it entered into definitive agreements for the purchase of
approximately 12.0 million shares of its common stock at $.80 per share
and two-and-one-half-year warrants to purchase up to approximately 4.2
million shares of common stock at an exercise price of $.90 per share
exercisable beginning December 19, 2009. The offering is expected to
close on or about June 23, 2009, subject to the satisfaction of
customary closing conditions. EpiCept will receive approximately $8.9
million in net proceeds from the offering.
Rodman & Renshaw, LLC, a subsidiary of Rodman & Renshaw Capital Group,
Inc. (Nasdaq: RODM) acted as the exclusive placement agent for the
offering.
Net proceeds from the offering will be used to meet working capital
needs and for general corporate purposes. EpiCept intends to apply a
portion of the net proceeds to fund certain expenses necessary for the
previously announced Named Patient Program for Ceplene, the filing of
applications for marketing approval of Ceplene in the United States and
Canada and to prepare for the commercial launch of Ceplene in the
European Union. The proceeds of this offering together with existing
cash are expected to be sufficient to fund operations into the second
quarter of 2010.
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, 1270 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 the development and commercialization of
pharmaceutical products for the treatment of cancer and pain. The
Company’s lead 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 in first remission. The Company has two 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. The Company’s pain
portfolio includes EpiCeptTM NP-1, a prescription topical
analgesic cream in late-stage clinical development designed to provide
effective long-term relief of pain associated with peripheral
neuropathies.
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 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 proposed offering will not
be completed, the risk that we will not have sufficient authorized
shares of stock to raise equity capital, 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 our
securities may be delisted by The Nasdaq Capital Market or the OMX
Nordic Exchange and that any appeal of the delisting determination may
not be successful, the risk that Ceplene® will not be
launched in Europe in the second half of 2009 or achieve significant
commercial success, the risk that we are unable to find a suitable
marketing partner for Ceplene® on attractive terms, a timely
basis or at all, 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 Ceplene®
will not receive regulatory approval or marketing authorization in the
United States or Canada, the risk that Myriad's development of Azixa™
will not be successful, 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
Myriad, the risk that the development of our other apoptosis product
candidates will not be successful, the risk that we will not be able to
find a buyer for our ASAP technology, the risk that clinical trials for
EpiCeptTM NP-1 or crinobulin will not be successful, the risk
that EpiCeptTM NP-1 or crinobulin 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 EpiCeptTM NP-1 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.
EPCT-GEN
*Azixa is a registered trademark of Myriad Genetics, Inc.