Item 3.03 Material Modifications to Rights of Security Holders.

Effective September 24, 2012, EpiCept Corporation (the "Company") reduced the exercise price of its outstanding Common Stock Purchase Warrants that were issued in registered direct offerings that closed on February 10, 2012 and April 2, 2012, exercisable for an aggregate of 8,132,353 shares of common stock (the "Warrants"). The exercise price for all of the Warrants was reduced to $0.10 per share. The Warrants issued in February 2012 had an original exercise price of $0.20 per share, and those issued in April 2012 had an original exercise price of $0.17 per share.

The Company also agreed to reduce the conversion price of its Series A and Series B 0% Convertible Preferred Stock, which were originally convertible at $0.20 per share and $0.17 per share, respectively, to $0.08 per share.

Each holder of the Preferred Stock and Warrants executed a Reset Offer agreement on September 24, 2012 with respect to the reduction of the exercise price of the Warrants and the conversion price of the Preferred Stock. On the same date, the Company entered into a Placement Agent Agreement with Dawson James Securities, Inc. with respect to the reset offer concerning the Warrants and Preferred Stock.

Item 9.01 Financial Statements and Exhibits.

10.1 Reset Offer agreement, dated September 24, 2012.
10.2 Placement Agent Agreement, dated September 24, 2012.

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