TARRYTOWN, N.Y.--(BUSINESS WIRE)--
Regulatory News:
EpiCept Corporation (Nasdaq and OMX Nordic Exchange: EPCT) announced
today the results of its 2009 Annual Meeting of Stockholders held on
June 2, 2009 in Stockholm, Sweden. The meeting was adjourned in order to
provide the company time to secure additional proxies with respect to
one proposal, and reconvened on July 2, 2009 at the company's
headquarters in Tarrytown, New York.
Holders of an aggregate of 118,143,166 shares of the Company's common
stock were entitled to vote at the meeting. The results of the voting
conducted on June 2, 2009 were as follows:
Proposal One. The election of two directors to serve for the
ensuing three years until their respective successors are elected and
qualified.
|
Name of Nominee
|
|
Total Votes For
|
|
Total Votes
Withheld
|
|
|
Guy C. Jackson
|
|
68,220,125
|
|
830,085
|
|
|
Wayne P. Yetter
|
|
68,267,441
|
|
782,769
|
|
The Stockholders reelected, by a plurality of the votes cast, Guy C.
Jackson and Wayne P. Yetter to the Board of Directors of EpiCept. They
will serve until the Annual Meeting of Stockholders in 2012 and until
their successors are elected and qualify.
Proposal Two. The ratification of the selection by the Audit
Committee of EpiCept's Board of Directors of Deloitte & Touche LLP as
the independent registered public accounting firm for the year ending
December 31, 2009.
|
Total Votes For
|
|
Total Votes Against
|
|
Total Votes
Abstained
|
|
|
55,808,046
|
|
632,292
|
|
12,662,292
|
|
The appointment of Deloitte & Touche LLP was ratified.
Proposal Four. Amend the 2005 Equity Incentive Plan to increase
the number of available shares to 13,000,000 shares.
|
Total Votes For
|
|
Total Votes Against
|
|
Total Votes
Abstained
|
|
|
30,902,620
|
|
17,054,759
|
|
14,232,805
|
|
The amendment to our 2005 Equity Incentive Plan was approved.
Proposal Five. Approve the 2009 Employee Stock Purchase Plan (the
"ESPP") and authorize the issuance of up to 1,000,000 shares pursuant to
the ESPP.
|
Total Votes For
|
|
Total Votes Against
|
|
Total Votes
Abstained
|
|
|
43,063,872
|
|
5,281,591
|
|
13,792,301
|
|
The 2009 ESPP was approved.
The results of the voting conducted at the reconvened meeting on July 2,
2009 were as follows: Proposal No. 3 on amending the company's Second
Amended and Restated Certificate of Incorporation to increase the number
of authorized shares of capital stock of the company from 180,000,000
(consisting of (i) 175,000,000 shares of common stock of the company,
par value $0.0001 per share, and (ii) 5,000,000 shares of preferred
stock of the company, par value $0.0001 per share) to 230,000,000
(consisting of (i) 225,000,000 shares of common stock of the company,
par value $0.0001 per share, and (ii) 5,000,000 shares of preferred
stock of the company, par value $0.0001 per share) was approved by the
stockholders with 64.0 million votes in favor and 7.3 million votes
opposed to the proposal, and 3.5 million abstentions.
About EpiCept Corporation
EpiCept is focused on the development and commercialization of
pharmaceutical products for the treatment of cancer and pain. The
Company's lead product is Ceplene®, which has been granted
full marketing authorization by the European Commission for the
remission maintenance and prevention of relapse in adult patients with
Acute Myeloid Leukemia in first remission. The Company has two oncology
drug candidates currently 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. The Company's pain
portfolio includes EpiCeptTM NP-1, a prescription topical
analgesic cream in late-stage clinical development designed to provide
effective long-term relief of pain associated with peripheral
neuropathies.
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 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 Ceplene® will not be
launched in Europe in the second half of 2009 or achieve significant
commercial success, the risk that we are unable to find a suitable
marketing partner for Ceplene® on attractive terms, a timely
basis or at all, the risk that any required post-approval clinical study
for Ceplene® will not be successful, the risk that we will
not be able to maintain our final regulatory approval or marketing
authorization for Ceplene®, 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 our
securities may be delisted by The Nasdaq Capital Market and that any
appeal of the delisting determination may not be successful, the risk
that Ceplene® will not receive regulatory approval or
marketing authorization in the United States or Canada, the risk that
Myriad's development of Azixa? will not be successful, the risk that
Azixa? 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 we will not be able to find a buyer for our ASAP technology,
the risk that clinical trials for EpiCeptTM NP-1 or
crinobulin will not be successful, the risk that EpiCeptTM
NP-1 or crinobulin 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 EpiCeptTM
NP-1 on attractive terms, a timely basis or at all, 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
*Azixa is a registered trademark of Myriad Genetics, Inc.