EpiCept increases exercise price of June 2010 Warrants to $1.64 per share

EpiCept Corporation (Nasdaq and OMX Nordic Exchange: EPCT) has amended the exercise price of its Series A Warrants and Series B Warrants sold in June 2010 from $1.57 per share to $1.64 per share. The exercise price was amended by Amendment No.1 dated as of July 8, 2010, to the Securities Purchase Agreement between EpiCept and each of the purchasers signatory thereto, which amended the Securities Purchase Agreement dated June 25, 2010 between EpiCept and each of the purchasers signatory thereto. Other than the exercise price of the Warrants, all other terms of the Warrants, and all other terms of the Securities Purchase Agreement dated June 25, 2010, remain in full force and effect. EpiCept had 44.2 million shares of common stock outstanding immediately before the offering, and after consummation of the offering there are now 50.4 million shares outstanding (without taking into effect the issuance of any shares that would be outstanding after exercise of either the Series A or Series B Warrants also issued in the offering).

On July 9, 2010, EpiCept received a letter from the Nasdaq Stock Market stating that the original exercise price of the Warrants of $1.57 per share, which was the closing sale price of EpiCept's common stock on June 25, 2010, the date of the Securities Purchase Agreement, amounted to a discount to market price, given that it was lower than the closing bid price of EpiCept's common stock on that date, which was $1.64, and that EpiCept had therefore violated the shareholder approval rule as set forth in Listing Rule 5635(d)(2). On July 13, 2010, EpiCept received a letter from Nasdaq stating that, based on EpiCept's amendment of the exercise price of the Warrants to $1.64 under Amendment No.1 to the Securities Purchase Agreement, Nasdaq had determined that EpiCept had complied with Listing Rule 5635(d)(2) and that the matter is now closed.