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TARRYTOWN, N.Y., Jun 28, 2010 (BUSINESS WIRE) -- Regulatory News:
EpiCept Corporation (Nasdaq and OMX Nordic Exchange: EPCT) announced
today that it entered into definitive agreements for the purchase of
approximately 6.1 million shares of its common stock at $1.10 per share,
five year warrants to purchase up to approximately 4.6 million shares of
common stock at an exercise price of $1.57 per share exercisable
beginning December 30, 2010 and one year warrants to purchase up to
approximately 6.1 million shares of common stock at an exercise price of
$1.57 per share exercisable beginning December 30, 2010. The company
also has the right to call the short-term warrants if the stock trades
at or above $2 per share for 20 consecutive trading days. The offering
is expected to close on or about June 30, 2010, subject to the
satisfaction of customary closing conditions. EpiCept will receive
approximately $6.2 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. The proceeds of this offering
together with existing cash are expected to be sufficient to fund most
of the balance of the Company's anticipated cash expenditures for 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, 1251 Avenue of the Americas, 20th Floor, 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(R), 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 (AML) 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 EpiCept(TM) 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
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 Ceplene(R) will not
receive regulatory approval or marketing authorization in the United
States or Canada, the risk that Ceplene(R) will not achieve
significant commercial success, the risk that any required post-approval
clinical study for Ceplene(R) will not be successful, the risk
that we will not be able to maintain our final regulatory approval or
marketing authorization for Ceplene(R), 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 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 clinical trials for EpiCeptTM NP-1
or crolibulinTM will not be successful, the risk that
EpiCept(TM) 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(TM) 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.
Regulatory News:
EpiCept Corporation (Nasdaq and OMX Nordic Exchange: EPCT) announced today that it entered into definitive agreements for the purchase of approximately 6.1 million shares of its common stock at $1.10 per share, five year warrants to purchase up to approximately 4.6 million shares of common stock at an exercise price of $1.57 per share exercisable beginning December 30, 2010 and one year warrants to purchase up to approximately 6.1 million shares of common stock at an exercise price of $1.57 per share exercisable beginning December 30, 2010. The company also has the right to call the short-term warrants if the stock trades at or above $2 per share for 20 consecutive trading days. The offering is expected to close on or about June 30, 2010, subject to the satisfaction of customary closing conditions. EpiCept will receive approximately $6.2 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. The proceeds of this offering together with existing cash are expected to be sufficient to fund most of the balance of the Company's anticipated cash expenditures for 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, 1251 Avenue of the Americas, 20th Floor, 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(R), 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 (AML) 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 EpiCept(TM) 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 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 Ceplene(R) will not receive regulatory approval or marketing authorization in the United States or Canada, the risk that Ceplene(R) will not achieve significant commercial success, the risk that any required post-approval clinical study for Ceplene(R) will not be successful, the risk that we will not be able to maintain our final regulatory approval or marketing authorization for Ceplene(R), 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 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 clinical trials for EpiCeptTM NP-1 or crolibulinTM will not be successful, the risk that EpiCept(TM) 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(TM) 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.
SOURCE: EpiCept Corporation
EpiCept Corporation
Robert W. Cook, 914-606-3500
investor@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
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