EPICEPT LETTERHEAD] September 24, 2012Reset Offer • September 27th, 2012 • Epicept Corp • Pharmaceutical preparations
We are pleased to offer to you the opportunity to reprice all of the shares of Series A and B 0% Convertible Preferred Stock (collectively, the “Preferred Stock”) and Common Stock Purchase Warrants (“Warrants”) held by you. Reference is made to those certain Securities Purchase Agreements (collectively, the “Agreements”), dated February 8, 2012 and March 28, 2012, by and between EpiCept Corporation (the “Company”) and you, pursuant to which the Preferred Stock and Warrants were issued. The shares of Preferred Stock, Warrants and exercise of the shares underlying the Warrants (“Warrant Shares”) have been registered for sale pursuant to a registration statement on Form S-1 (File No. 333-160571) (the “Registration Statement”). The Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future.
