EpiCept Corporation Announces Pricing of Public Offering

EpiCept Corporation Announces Pricing of Public Offering 

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

EpiCept Corporation (Nasdaq and OMX Nordic Exchange: EPCT) announced today the
pricing of a public offering of $25.0 million principal aggregate amount of
7.5556% convertible senior subordinated notes due February 2014 and five and
one-half year warrants to purchase approximately 11.1 million shares of common
stock at an exercise price of $1.035 per share. The notes are convertible into
shares of common stock at the option of the holders or upon specified events, at
an initial conversion price of $0.90 per share. Upon any conversion or
redemption of the notes, the holders will receive a make-whole payment in an
amount equal to the interest payable through the scheduled maturity of the
converted or redeemed notes, less any interest paid before such conversion or
redemption. 

Upon completion of the offering, the Company would receive net proceeds of
approximately $15.6 million from the notes (before payment of fees and
expenses), after depositing approximately $9.4 million in escrow for twenty-four
months for the purposes of paying the interest on the notes and the make-whole
payments upon conversion or redemption. EpiCept intends to use the net proceeds
to repay its outstanding debt, including its senior secured loan with Hercules
Technology Growth Capital, Inc. and certain fees required thereunder, the
remaining $0.4 million of EpiCept's subordinated convertible notes due April 10,
2009 and the Company's €1.5 million ($2.0 million) loan held by
Technologie-Beteiligungs Gesellschaft mbH der Deutschen Ausgleichsbank. The
remaining proceeds will be used to meet the Company's working capital needs and
for general corporate purposes. The closing of the offering is subject to
customary closing conditions and is expected to occur on or about February 9,
2009. 

Rodman & Renshaw, LLC, a subsidiary of Rodman & Renshaw Capital Group, Inc.
(Nasdaq: RODM), acted as the exclusive placement agent for the offering. 

The 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 convertible
notes, warrants and underlying common stock 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®, a cytokine immunomodulator that recently received marketing
authorization in Europe for the remission maintenance of AML patients, and
several pain therapies in clinical development. Two oncology drug candidates
currently in clinical development that were discovered using in-house 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 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 consummated, 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 us in default or that our
secured lender would seek to sell our assets, 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 receive regulatory approval or marketing authorization in the
U.S. or Canada, the risk that Ceplene® will not be launched in Europe in the
first 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, 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 NP-1, or
EPC-2407 will not be successful, the risk that NP-1 or EPC-2407 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
other product candidates, the risks associated with our 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 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 


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