Item  1.01 Entry into a Material Definitive Agreement.

Item 8.01 Other Events.

On August 1, 2008, the registrant, EpiCept Corporation (the “Company”), entered into a Securities Purchase Agreement with certain investors relating to the issuance and sale in a public offering of approximately 5.53 million shares (the “Shares”) of the Company’s common stock, par value $.0001 per share (the “Common Stock”), at a price of $.5425 per share and warrants to purchase approximately 2.76 million shares of Common Stock (the “Warrants,” and together with the Shares and the shares of Common Stock issuable upon exercise of the Warrants, the “Securities”). Net proceeds to the Company from the sale of the Securities will be approximately $2.75 million. The closing of the offering is subject to customary closing conditions. The Company intends to use the net proceeds it receives to meet the Company’s working capital needs and for general corporate purposes into August 2008 and to repay a portion of its senior secured loan. A copy of the Securities Purchase Agreement is attached hereto and incorporated herein by reference as Exhibit 10.1.

The Warrants are exercisable for up to approximately 2.78 million shares of Common Stock of the Company with an exercise price of $.48 per share and are exercisable until August 1, 2013. The exercise price and number of shares issuable upon exercise are subject to adjustment in the event of stock splits or dividends, business combinations, sale of assets or other similar transactions but not as a result of future transactions at lower prices. A copy of the form of Warrant is attached hereto and incorporated herein by reference as Exhibit 10.2. A copy of the press release is attached hereto and incorporated herein by reference as Exhibit 99.1.

Rodman & Renshaw, LLC, a subsidiary of Rodman & Renshaw Capital Group, Inc. acted as the exclusive placement agent for the offering.

The Securities were offered under the Company’s previously filed and effective Registration Statement on Form S-3 (Registration No. 333-145561). On August 17, 2007, the Company filed a base prospectus, and intends to file a prospectus supplement relating to the offering with the Securities and Exchange Commission within the period required by law.

The foregoing is a summary of the terms of the Securities Purchase Agreement, Placement Agent Agreement and Form of Warrant and is qualified in its entirety by reference to the full text of each of those documents, copies of which are filed as exhibits to this Current Report.

The Company issued a press release announcing the offering on August 1, 2008. A copy of the press release is attached hereto and incorporated herein by reference as Exhibit 99.1.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits.

10.1		Securities Purchase Agreement, dated August 1, 2008.
10.2		Form of Warrant, dated August 1, 2008.

10.3		Prospectus Supplement, dated August 1, 2008.
99.1		Press release, dated August 1, 2008.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 1, 2008