EpiCept Corporation To Update Unaudited Pro Forma Financial Statements Of Merger With Maxim Pharmaceuticals, Inc.

Published: Mar 24, 2006

ENGLEWOOD CLIFFS, N.J., March 23 /PRNewswire-FirstCall/ -- EpiCept Corporation announced today that it intends to file a Current Report on Form 8-K with unaudited pro forma condensed consolidated financial statements that give effect to the merger with Maxim Pharmaceuticals, Inc. ("Maxim") as if it occurred on December 31, 2005 with respect to the balance sheet and January 1, 2005 for the statement of operations. The Company's financial statements for the year ended December 31, 2005 do not reflect the impact of the merger with Maxim, which closed on January 4, 2006.

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On March 21, 2006, EpiCept filed a Registration Statement on Form S-3 with the Securities and Exchange Commission to register for resale up to 5.1 million shares of its common stock, which includes the shares sold in February 2006 to a group of investors in an $11.6 million private placement and the common shares underlying certain five year warrants issued in connection with the financing. The Company will not receive any additional proceeds except to the extent investors pay the exercise price for their warrants in cash. The Company also filed an amendment to the Current Report on Form 8-K filed January 9, 2006, regarding the acquisition of Maxim to include in the filing the consolidated financial statements of Maxim as of and for the year ended September 30, 2005 as required by the Securities and Exchange Commission.

The Company noted that in its Annual Report on Form 10-K for the year ended December 31, 2005 filed on March 16, 2006, the Company's independent registered public accounting firm's report expressed an unqualified opinion on the December 31, 2005 consolidated financial statements and included an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern.

The unaudited pro forma condensed consolidated financial statements, which EpiCept expects to file in the next several days, are for informational purposes only and do not purport to indicate the results that would have actually been obtained had the merger been completed on the assumed date or for the period presented or that may be realized in the future.

About EpiCept Corporation

EpiCept is an emerging pharmaceutical company focused on unmet needs in the treatment of pain and cancer. The Company has a staged portfolio with several pain therapies in late-stage clinical trials, and a lead oncology compound (for AML) with demonstrated efficacy in a Phase III trial; the compound is intended for commercialization in Europe. EpiCept is headquartered in New Jersey; the Company's R&D team in San Diego is pursuing a drug discovery program focused on novel approaches to apoptosis.

Forward Looking Statements

This news release contains certain forward-looking statements that involve risks and uncertainties that could cause actual results to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. Such forward-looking statements include statements regarding the proposed transaction, the efficacy, safety, and intended utilization of the Company's respective product candidates, the conduct and results of future clinical trials, and plans regarding regulatory filings, future research and clinical trials and plans regarding partnering activities. Factors that may cause actual results to differ materially include the risk that product candidates that appeared promising in early research and clinical trials do not demonstrate safety and/or efficacy in larger-scale or later clinical trials, the risk that EpiCept will not obtain approval to market its products, the risks associated with reliance on outside financing to meet capital requirements, and the risks associated with reliance on collaborative partners for further clinical trials, development and commercialization of product candidates. 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. These factors and others are more fully discussed in EpiCept's periodic reports and other filings with the SEC.


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CONTACT: Robert W. Cook of EpiCept Corporation, +1-201-894-8980,rcook@epicept.com; or Lev Janashvili of Feinstein Kean Healthcare,+1-617-761-6731, lev.janashvili@fkhealth.com

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