23.06.2008 22:03:00
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EpiCept Announces Proposed Public Offering
Regulatory News:
EpiCept Corporation (Nasdaq and OMX Nordic Exchange: EPCT) announced
today the proposed public offering of up to 10 million shares of its
common stock, par value $0.0001 per share, and warrants to purchase up
to 10 million shares of its common stock. EpiCept intends to use the net
proceeds it receives to meet its working capital needs and general
corporate purposes through July 2008 and to pay certain fees owed to
Hercules Technology Growth Capital, Inc. Rodman & Renshaw, LLC, a
subsidiary of Rodman & Renshaw Capital Group, Inc. (Nasdaq: RODM) acted
as the exclusive placement agent for the offering.
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 preliminary prospectus supplement
relating to the common stock and warrants can be obtained from Rodman &
Renshaw LLC, 1270 Avenue of the Americas, New York, NY 10020, or by
calling 212-356-0549.
An electronic copy of the preliminary prospectus supplement will also be
available on the website of the Securities and Exchange Commission (the "SEC”)
at http://www.sec.gov.
In exchange for waiving certain prior financing requirements, EpiCept
agreed to amend certain terms in its senior secured loan and to issue a
warrant to purchase shares of its common stock to Hercules. Such amended
terms include accelerating payment due dates, paying amendment and other
fees and increasing the applicable interest rate. A copy of the
amendment and the warrant as well as other documents related to the
proposed offering have been filed with the SEC and are available on the
SEC’s website 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 pain and cancer.
The Company’s broad portfolio of
pharmaceutical product candidates includes several pain therapies in
clinical development and a lead oncology compound for AML with
demonstrated efficacy in a Phase III trial. In addition, EpiCept’s
ASAP technology, a proprietary live cell high-throughput caspase-3
screening technology, can efficiently identify new cancer drug
candidates and molecular targets that selectively induce apoptosis in
cancer cells. Two oncology drug candidates currently in clinical
development that were discovered using this 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 EpiCept's 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 public offering
will not be consummated, the risks associated with the adequacy of our
existing cash resources and 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 the Company in
default or that our secured lender would seek to sell our assets, the
risk that the Company's 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 our appeal of the
negative opinion regarding the MAA for Ceplene(R) will not be successful
and that Ceplene(R) will not receive regulatory approval or marketing
authorization in the EU, the risk that Ceplene(R), if approved, will not
achieve significant commercial success, the risk that Myriad's
development of Azixa(TM) will not be successful, 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
our ASAP technology will not yield any successful product candidates,
the risk that clinical trials for NP-1 or EPC2407 will not be
successful, the risk that NP-1 or EPC2407 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 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; risks associated with prior material weaknesses in our
internal controls; and risks associated with our ability to protect our
intellectual property. These factors and other material risks are more
fully discussed in EpiCept's periodic reports, including its 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
*Azixa is a registered trademark of Myriad Genetics, Inc.
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