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EpiCept Corporation (EPCT) Stockholders Overwhelmingly Approve Final Conditions to Merger With Immune Pharmaceuticals


8/8/2013 9:36:26 AM

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TARRYTOWN, N.Y., Aug. 7, 2013 /PRNewswire/ -- EpiCept Corporation (Nasdaq and Nasdaq OMX Stockholm Exchange: EPCT) announced today that at its Special Meeting of Stockholders held on August 6, 2013, stockholders overwhelmingly approved the final conditions to the previously announced merger between Immune Pharmaceuticals Ltd. and EpiCept. Almost 92% of the votes were cast in favor of the proposals, representing more than 66% of EpiCept's outstanding stock as of the record date.

Robert Cook, interim President and CEO of EpiCept, commented, "We are delighted to see such strong stockholder support for this transformative merger with Immune Pharmaceuticals Ltd. Now that the vote has been delivered and we have received the necessary final approvals, we look forward to closing this transaction within the next few weeks and to commencing a new chapter as Immune Pharmaceuticals, Inc."

Daniel Teper, Chairman and CEO of Immune Pharmaceuticals Ltd., commented, "The overwhelming support from EpiCept's stockholders is a clear vote of confidence in the future of the combined company. Immune is looking forward to becoming a U.S. company publicly traded in the United States and Sweden, and we intend to list our stock on a U.S. national securities exchange as soon as possible. We believe the closing of this important transaction will enable us to accelerate the development of our lead product, bertilimumab, into Phase II trials in several indications with high unmet medical needs."

At the meeting, stockholders approved Proposal One, an amendment of EpiCept's Certificate of Incorporation to effect a reverse stock split of the outstanding common stock at a ratio of one for forty (1:40), subject to an adjustment not to exceed 25%, as reasonably determined by the Board of Directors to be in the best interest of EpiCept stockholders. Pursuant to the Merger Agreement between EpiCept and Immune, the timing of the reverse stock split must be prior to the closing of the merger. The Board has decided that the reverse stock split will occur immediately prior to the closing of the merger.

The reverse stock split should cause an increase in the price per share of EpiCept's common stock, which will be a requirement for having its shares listed in the future for trading on a national securities exchange in the United States. EpiCept and Immune believe that achieving such a listing should benefit stockholders by increasing the liquidity of its common stock and making it easier for the Company to raise financing in the future through offerings of common stock directly to investors. The reverse stock split will also enable EpiCept to have sufficient shares of common stock to consummate the merger.

The stockholders also approved Proposal Two, an amendment to EpiCept's Certificate of Incorporation to change the Company's name to "Immune Pharmaceuticals, Inc."

Total votes cast at the meeting exceeded 75 million. The votes of 60.9% of the outstanding shares, or almost 92% of the shares voted, were cast in support of Proposal One and the votes of 62.3% of the outstanding shares, or more than 94% of the shares voted, were cast in favor of Proposal Two. A majority of the outstanding shares was required to vote in favor of each proposal for both to pass and to complete the final conditions to the merger.

Following the closing of the merger, Immune plans to enroll patients into a multi-national Phase II trial of bertilimumab for the treatment of moderate-to-severe ulcerative colitis. In late 2013, the company expects to expand the Phase II program to the treatment of bullous pemphigoid, a rare auto-immune condition that affects the skin and causes the formation of blisters. Data from these trials are expected in 2014.

Bertilimumab is a first-in-class monoclonal antibody (mAb) that targets eotaxin-1, a small protein that attracts and activates several sub-classes of immune cells. These cells play a role in the development of certain inflammatory diseases, including Crohn's disease, ulcerative colitis, severe asthma and bullous pemphigoid. Early studies of eotaxin-1 have validated the target and have shown that it may serve as a mediatory of disease severity. These findings are important as they suggest that eotaxin-1 levels may help guide treatment options for patients, a major step toward the personalization of medicine.

About EpiCept Corporation

EpiCept is focused on the development and commercialization of pharmaceutical products for the treatment of pain and cancer. The Company's pain portfolio includes AmiKet, a prescription topical analgesic cream in late-stage clinical development designed to provide effective long-term relief of pain associated with peripheral neuropathies. The Company's product Ceplene®, when used concomitantly with low-dose IL-2 is intended as remission maintenance therapy in the treatment of AML for adult patients who are in their first complete remission. The Company sold all of its rights to Ceplene® in Europe and certain Pacific Rim countries and a portion of its remaining Ceplene® inventory to Meda AB in June 2012. The Company has other oncology drug candidates 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. In November 2012, EpiCept and Immune Pharmaceuticals Ltd., a privately held Israeli company, entered into a definitive merger agreement. The transaction is anticipated to close during the third quarter of 2013 and is subject to satisfaction of certain customary closing conditions. The combined company will be focused on developing antibody therapeutics and other targeted drugs for the treatment of inflammatory diseases and cancer.

About Immune Pharmaceuticals Ltd.

Immune Pharmaceuticals Ltd. is an Israel and U.S.-based biopharmaceutical company focused on the development of next-generation antibody therapeutics to address unmet medical needs in the treatment of inflammatory diseases and cancer. Immune licensed worldwide rights for systemic indications of bertilimumab from iCo Therapeutics in June 2011, while iCo retained rights to all ophthalmic indications. iCo originally licensed exclusive worldwide rights to bertilimumab in 2006 from MedImmune Limited (formerly known as Cambridge Antibody Technology Limited), the global biologics unit of AstraZeneca. Additionally, Immune has licensed from Yissum, the Technology Transfer Company of the Hebrew University of Jerusalem, injectable applications of the antibody nanoparticle conjugate technology (NanomAbs®) developed by Prof. Shimon Benita. For more information, visit the Immune website at www.immunepharmaceuticals.com.

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. You are urged to consider statements that include the words "may," "will," "would," "could," "should," "believes," "estimates," "projects," "potential," "expects," "plans," "anticipates," "intends," "continues," "forecast," "designed," "goal" or the negative of those words or other comparable words to be uncertain and forward-looking. 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 we may be unable to complete the proposed merger transaction with Immune Pharmaceuticals; 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 clinical trials for AmiKet or crolibulin will not be successful; the risk that AmiKet, Azixa® or crolibulin 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 AmiKet on attractive terms, a timely basis or at all; the risk that Ceplene® will not receive regulatory approval or marketing authorization in the United States or Canada; the risk that Ceplene® will not 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; 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

SOURCE EpiCept Corporation



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