EpiCept to Raise $4.6 Million in Registered Direct Offering


EpiCept to Raise $4.6 Million in Registered Direct Offering

TARRYTOWN, N.Y.--(BUSINESS WIRE (http://www.businesswire.com/))--
EpiCept Corporation (Nasdaq and OMX Stockholm Exchange: EPCT) announced
today that it has entered into a definitive agreement with an
institutional investor for the purchase of approximately 7.1 million
shares of its common stock at $0.65 per share, and five and one half
year warrants to purchase up to approximately 5.3 million shares of
common stock at an exercise price of $0.72 per share that are not
exercisable for six months following the closing date of the offering.
EpiCept will receive approximately $4.3 million in net proceeds from the
offering. The offering is expected to close on or about March 31, 2011,
subject to customary closing conditions.

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. The Company is continuing its
efforts to execute its previously announced financing plan.

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, 20th Floor, New York, NY 10020, or by
calling 212-356-0549 or e-mailing info@rodm.com (info@rodm.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 (http://cts.businesswire.com/ct/CT?id=smartlink&url=h
ttp%3A%2F%2Fwww.sec.gov&esheet=6662912&lan=en-US&anchor=http%3A%2F%2Fwww
.sec.gov&index=1&md5=370fdf2c43c3f70aaf2e17a9b3397b2e). 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®, approved in the European Union and
several other countries for the remission maintenance and prevention of
relapse in adult patients with Acute Myeloid Leukemia (AML) in first
remission. In the United States, a pivotal trial is scheduled to
commence in 2011. The Company has two other 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 EpiCept™
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 contain forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements include statements
that 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 financing will not
successfully close, 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 Ceplene®
will not receive regulatory approval or marketing authorization in the
United States, 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 risk that future financing will not
successfully close or that the proceeds thereof will be materially less
than anticipated, 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
EpiCept™ NP-1 or crolibulinTM will not be successful, the risk that
EpiCept™ NP-1 or crolibulinTM 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 EpiCept™
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 risk that
our securities may be delisted from Nasdaq; 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 (http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%
2F%2Fus.lrd.yahoo.com%2F_ylt%3DAgfqFPfVOEK5M4_Rv8aJvhTjba9_%3B_ylu%3DX3o
DMTEzM2pvaWgxBHBvcwMyBHNlYwNuZXdzYXJ0Ym9keQRzbGsDd3d3c2VjZ292%2FSIG%3D15
t064n6f%2F**http%253A%2Fcts.businesswire.com%2Fct%2FCT%253Fid%3Dsmartlin
k%2526url%3Dhttp%25253A%25252F%25252Fwww.sec.gov%2526esheet%3D6170045%25
26lan%3Den_US%2526anchor%3Dwww.sec.gov%2526index%3D2%2526md5%3D61ec7b720
44301e411e3335754ee5c07&esheet=6662912&lan=en-US&anchor=www.sec.gov&inde
x=2&md5=2182e5bae02003bd55f49ecc6ddd782d) or at
www.epicept.com (http://cts.businesswire.com/ct/CT?id=smartlink&url=http
%3A%2F%2Fus.lrd.yahoo.com%2F_ylt%3DAhBuoawHw6iS3RhJOH9dNNfjba9_%3B_ylu%3
DX3oDMTE2OGhhcWs4BHBvcwMzBHNlYwNuZXdzYXJ0Ym9keQRzbGsDd3d3ZXBpY2VwdGNv%2F
SIG%3D1659oglun%2F**http%253A%2Fcts.businesswire.com%2Fct%2FCT%253Fid%3D
smartlink%2526url%3Dhttp%25253A%25252F%25252Fwww.epicept.com%2526esheet%
3D6170045%2526lan%3Den_US%2526anchor%3Dwww.epicept.com%2526index%3D3%252
6md5%3D8b3a48c3367e26fcfbd15295b6d82118&esheet=6662912&lan=en-US&anchor=
www.epicept.com&index=3&md5=e10d1122a31944e299217c4ef5890b0c). 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

EpiCept Corporation:
Robert W. Cook, 914-606-3500
rcook@epicept.com (rcook@epicept.com)
or
Media:
Feinstein Kean Healthcare
Greg Kelley, 617-577-8110
gregory.kelley@fkhealth.com (gregory.kelley@fkhealth.com)
or
Investors:
Lippert/Heilshorn & Associates
Kim Sutton Golodetz, 212-838-3777
kgolodetz@lhai.com (kgolodetz@lhai.com)
or
Bruce Voss, 310-691-7100
bvoss@lhai.com (bvoss@lhai.com)

Attachments

03292011.pdf