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8-K - NEPHROS INC | v209615_8k.htm |
Exhibit
99.1
Nephros
Rights Offering Registration Statement Declared Effective
RIVER
EDGE, NJ, January 31, 2011 /PRNewswire-FirstCall/ — Nephros, Inc. (OTC Bulletin
Board:NEPH - News), a medical device company developing and marketing filtration
products for therapeutic applications, infection control, and water
purification, today announced that the registration statement on Form S-1 for
its previously announced rights offering to its existing stockholders was
declared effective on January 31, 2011 by the Securities and Exchange
Commission.
Under the
terms of the rights offering described in the prospectus contained in the
registration statement, Nephros will distribute at no charge non-transferable
subscription rights to purchase up to an aggregate of 175,000,000 units to
stockholders who own shares of Nephros common stock as of the close of business
on January 31, 2011, which is the record date for the rights
offering.
Each
holder of record as of the close of business on the record date will receive one
subscription right for each share of common stock of Nephros owned at the close
of business on the record date.
Each
subscription right entitles the holder to purchase 4.185496618 units at a
subscription price of $0.02 per unit. Each unit consists of one
share of common stock and a warrant to purchase 0.924532845 shares of common
stock at an exercise price of $0.02 per share for a period of five years
following the issue date of the warrant.
Nephros
stockholders who exercise their basic subscription privilege in full may also
exercise an over-subscription privilege to subscribe for additional units not
subscribed for by other stockholders at the same subscription price of $0.02 per
unit. If there is an insufficient number of units available to fully satisfy all
over-subscription privilege requests, the available units will be allocated
proportionately among stockholders who exercise their over-subscription
privileges based on the number of units each such stockholder subscribed for
under the basic subscription privilege.
The
subscription rights will expire if they are not exercised by 5:00 p.m., Eastern
Time, on February 28, 2011, unless Nephros extends the subscription period in
its sole discretion, but in no event by more than 60 days from the date of the
prospectus contained in the registration statement.
Nephros
expects to mail, in the next few days, the final prospectus and other items
necessary for exercising the rights to stockholders as of the close of business
on the record date. The prospectus will contain a description of the
rights offering and other information. Stockholders are urged to read
the prospectus carefully when available. Morrow & Co., LLC is the
information agent for the rights offering. Stockholders may direct questions
regarding the rights offering or requests for additional copies of the
prospectus or other offering materials to Morrow & Co., LLC at
(800) 414-4313, 407 West Avenue, Stamford, Connecticut
06902. The rights and the underlying units have not been registered
or qualified for offer or sale to stockholders of record in any jurisdiction
outside the United States.
This
press release shall not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of these securities, in any state in
which such offer, solicitation or sale would be unlawful prior to their
registration or qualification under the securities laws of any such
state. The securities may only be offered by means of a prospectus,
copies of which may be obtained (when available) free of charge at the website
maintained by the SEC at www.sec.gov or by contacting the information agent for
the rights offering at (800) 414-4313. The prospectus will contain
important information about the rights offering, and the company’s stockholders
are urged to read the prospectus carefully when available.
About
Nephros, Inc.
Nephros,
Inc., headquartered in River Edge, New Jersey, is a medical device company
developing and marketing filtration products for therapeutic applications,
infection control, and water purification.
The
Nephros hemodiafiltration (HDF) system is designed to improve the quality of
life for the End-Stage Renal Disease (ESRD) patient while addressing the
critical financial and clinical needs of the care provider. ESRD is a disease
state characterized by the irreversible loss of kidney function. The Nephros HDF
system removes a range of harmful substances more effectively, and with greater
capacity, than existing ESRD treatment methods, particularly with respect to
substances known collectively as “middle molecules.” These molecules have been
found to contribute to such conditions as dialysis-related amyloidosis, carpal
tunnel syndrome, degenerative bone disease and, ultimately, mortality in the
ESRD patient. Nephros ESRD products are sold and distributed throughout
Europe.
The
Nephros Dual Stage Ultrafilter (DSU) is the basis for the Nephros line of water
filtration products. The patented dual stage cold sterilization ultrafilter has
the capability to filter out bacteria and, due to its exceptional filtration
levels, filter out many viruses, parasites and biotoxins. Nephros's DSUs are
being evaluated at several major U.S. medical centers for infection control. The
DSU has also been selected for further development by the U.S. Marine Corps for
purification of drinking water by soldiers in the field.
For more
information about Nephros, please visit the company’s website at
www.nephros.com.
Forward-Looking
Statements
Statements
in this news release that are not historical facts constitute “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act
of 1995 (the “PSLRA”). Such statements may be preceded by words such as “may,”
“plans,” “expects,” “believes,” “hopes,” “potential” or similar words. For such
statements, Nephros claims the protection of the PSLRA.
Forward-looking
statements are not guarantees of future performance, are based on assumptions
and are subject to various known and unknown risks and uncertainties, many of
which are beyond Nephros’ control. Actual results may differ materially from the
expectations contained in the forward-looking statements. Factors that may cause
such differences include the risks that Nephros may not be able: (i) to complete
the rights offering; (ii) to continue as a going concern; (iii) to obtain
additional funding when needed or on favorable terms; (iv) to obtain appropriate
or necessary governmental approvals to achieve its business plan or effectively
market its products; (v) to have its technologies and products accepted in
current or future target markets; (vi) to demonstrate in pre-clinical or
clinical trials the anticipated efficacy, safety or cost savings of products
that appeared promising to Nephros in research or clinical trials; or (vii) to
secure or enforce adequate legal protection, including patent protection, for
its products. More detailed information about Nephros and the risk factors that
may affect the realization of forward-looking statements is set forth in
Nephros’ filings with the SEC. Investors and security holders are
encouraged to read these documents on the SEC’s website at http://www.sec.gov/.
Nephros does not undertake to publicly update or revise its forward-looking
statements as a result of new information, future events or otherwise except as
required by law.