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Nephros Inc. (NEP) Announces Rights Offering and Temporary Reduction in Exercise Price for March 2011 Warrants


4/19/2013 8:44:41 AM

RIVER EDGE, N.J., April 17, 2013 /PRNewswire/ -- Nephros, Inc. (OTC Bulletin Board: NEPH), a commercial stage medical device company that develops and sells high performance liquid purification ultrafilters, announced today that it has commenced its previously disclosed rights offering. On April 17, 2013, the Company will distribute to holders of its common stock and/or warrants one non-transferable subscription right for each share of common stock, and each share of common stock underlying a warrant, held as of April 4, 2013. The rights offering will expire at 5:00 p.m., Eastern Time, on May 17, 2013, if not extended by the Company in its sole discretion.

On March 4, 2013, the Company filed with the Securities and Exchange Commission (SEC) a registration statement on Form S-1, which was subsequently amended by a registration statement on Form S-1/A filed with the SEC on April 8, 2013. The registration statement was declared effective by the SEC on April 17, 2013.

Each subscription right will entitle its holder to purchase 0.18776 of a share of common stock of the Company at a subscription price of $0.60 per share. The Company will not issue fractional shares issuable upon exercise of the subscription rights. Instead, the Company will round up any such fractional shares to the nearest whole share.

The rights offering includes an over-subscription privilege which permits each rights holder that exercises its rights in full to purchase additional shares of common stock that remain unsubscribed at the expiration of the rights offering. This over-subscription privilege is subject to the availability and allocation of shares among holders exercising this over-subscription privilege. Assuming the rights offering is fully subscribed, the Company estimates that it will receive gross proceeds of $3 million, less the expenses of the rights offering.

In addition to the rights offering, the Company also announced today that, commencing April 17, 2013, and during the period that the rights offering is open (or until 5:00 p.m., Eastern Time, on May 17, 2013), it has temporarily reduced the exercise price for its warrants issued in March 2011 from $0.40 per share to $0.30 per share. After the expiration of this offering period, the exercise price will revert back to $0.40 per share.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities, in any jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any jurisdiction. The offering may only be made by means of a prospectus, a copy of which may be obtained from Nephros, Inc., 41 Grand Avenue, River Edge, New Jersey 07661, Attention: Gerald J. Kochanski, (201) 343-5202, ext. 102.

About Nephros, Inc.

Nephros is a commercial stage medical device company that develops and sells high performance liquid purification filters. Our filters, which we call ultrafilters, are primarily used in dialysis centers and healthcare facilities for the production of ultrapure water and bicarbonate.

We were founded in 1997 by healthcare professionals affiliated with Columbia University Medical Center/New York-Presbyterian Hospital to develop and commercialize an alternative method to hemodialysis (HD). In 2009, we began to extend our filtration technologies to meet the demand for liquid purification in other areas, in particular water purification.

Presently, we offer seven types of ultrafilters for sale to customers in four markets:

  • Dialysis Centers Water/Bicarbonate: Treatment of both water and bicarbonate for the production of ultrapure dialysate
  • Hospitals and Other Healthcare Facilities: Removal of infectious agents in drinking and bathing water, particularly in high risk patient areas
  • Military: Highly compact, individual water treatment devices used by soldiers to produce safe drinking water in the field
  • Dialysis Centers Blood: Clearance of toxins from blood using an alternative method to HD in patients with chronic renal failure

For more information about Nephros, please visit the company's website at www.nephros.com.

Forward-Looking Statements

Certain statements in this press release contain "forward-looking statements." Such statements include statements regarding the efficacy and intended use of our technologies under development, the timelines for bringing such products to market and the availability of funding sources for continued development of such products and other statements that are not historical facts, including statements which may be preceded by the words "intends," "may," "will," "plans," "expects," "anticipates," "projects," "predicts," "estimates," "aims," "believes," "hopes," "potential" or similar words. Forward-looking statements are not guarantees of future performance are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond our control. Actual results may differ materially from the expectations contained in the forward-looking statements. Factors that may cause such differences include, but are not limited to, the risks that:

  • we may not be able to continue as a going concern;
  • we may not be able to obtain funding if and when needed or on terms favorable to us in order to continue operations;
  • a default under the terms of the secured note with Lambda Investors would result in the lender foreclosing upon substantially all of our assets and could result in our inability to continue business operations;
  • we may not be able to complete the contemplated rights offering which could result in our inability to continue business operations;
  • even if we are able to complete the rights offering, we may not have sufficient capital to successfully implement our business plan;
  • restrictions in the secured note and related security agreement which require the prior consent of the lender may restrict our ability to operate our business, sell the company or sell our assets;
  • we may not be able to effectively market our products;
  • we may not be able to sell our water filtration products or chronic renal failure therapy products at competitive prices or profitably;
  • we may encounter problems with our suppliers and manufacturers;
  • we may encounter unanticipated internal control deficiencies or weaknesses or ineffective disclosure controls and procedures;
  • we may not obtain appropriate or necessary regulatory approvals to achieve our business plan;
  • products that appeared promising to us in research or clinical trials may not demonstrate anticipated efficacy, safety or cost savings in subsequent pre-clinical or clinical trials;
  • we may not be able to secure or enforce adequate legal protection, including patent protection, for our products; and
  • we may not be able to achieve sales growth in key geographic markets.

More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements, including the forward-looking statements in this press release, is set forth in our filings with the SEC, including our other periodic reports filed with the SEC. We urge you to read those documents free of charge at the SEC's web site at www.sec.gov. We do not undertake to publicly update or revise our forward-looking statements as a result of new information, future events or otherwise, except as required by law.

SOURCE Nephros, Inc.


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