EpiCept enters definitive agreements to purchase 8.9 million shares of common stock

EpiCept Corporation announced today that it has entered into definitive agreements for the purchase of approximately 8.9 million shares of its common stock at $0.80 per share, and five-year warrants to purchase up to approximately 3.6 million shares of common stock at an exercise price of $0.75 per share. EpiCept will receive approximately $6.6 million in net proceeds from the offering. The offering is expected to close on or about February 10, 2011, subject to customary closing conditions.

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

Net proceeds from the offering will be used to meet working capital needs while the Company seeks to close the key element of its previously-announced financing plan, and for general corporate purposes.

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, 20^th Floor, New York, NY 10020, or by calling 212-356-0549 or by [email protected]. 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.