EpiCept Announces Pricing of Public Offering


EpiCept Announces Pricing of Public Offering

    TARRYTOWN, N.Y.--(BUSINESS WIRE)--Aug. 4, 2008--Regulatory News:

    EpiCept Corporation (Nasdaq and OMX Nordic Exchange: EPCT)
announced today the pricing of a public offering of approximately 5.53
million shares of its common stock at $.5425 per share and five-year
warrants to purchase up to approximately 2.76 million shares of common
stock at an exercise price of $.48 per share. EpiCept will receive
approximately $2.65 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. EpiCept intends to use the net proceeds it receives to meet
its working capital needs and for general corporate purposes into
August 2008 and to repay a portion of its senior secured loan.

    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 unmet needs in the treatment of cancer and
pain. The Company's broad portfolio of pharmaceutical product
candidates includes several pain therapies in clinical development and
a cytokine immunomodulator that recently received a positive opinion
from the CHMP in Europe for the remission maintenance of AML patients.
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 risks associated
with the adequacy of our existing cash resources and 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 and
that any appeal of the delisting determination may not be successful,
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 achieve significant commercial success, 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

Attachments

08042004.pdf