Attached files
| file | filename |
|---|---|
| S-1 - NEPHROS INC | v197780_s1.htm |
| EX-5.1 - NEPHROS INC | v197780_ex5-1.htm |
| EX-99.2 - NEPHROS INC | v197780_ex99-2.htm |
| EX-99.5 - NEPHROS INC | v197780_ex99-5.htm |
| EX-99.1 - NEPHROS INC | v197780_ex99-1.htm |
| EX-4.11 - NEPHROS INC | v197780_ex4-11.htm |
| EX-99.4 - NEPHROS INC | v197780_ex99-4.htm |
| EX-10.57 - NEPHROS INC | v197780_ex10-57.htm |
| EX-10.56 - NEPHROS INC | v197780_ex10-56.htm |
| EX-99.6 - NEPHROS INC | v197780_ex99-6.htm |
| EX-99.7 - NEPHROS INC | v197780_ex99-7.htm |
| EX-23.1 - NEPHROS INC | v197780_ex23-1.htm |
Exhibit
99.3
NEPRHOS,
INC.
41
Grand Avenue
River
Edge, New Jersey 07661
[•],
2010
Dear
Stockholder:
Enclosed
are the prospectus dated [•], 2010 (the “Prospectus”) and other materials
relating to the rights offering by NEPHROS, INC. (the “Company”). Please
carefully review the Prospectus, which describes how you can participate in the
rights offering. You will be able to exercise your subscription rights to
purchase Units, as described below, only during a limited period. You will find
answers to some frequently asked questions about the rights offering beginning
on page [•] of the Prospectus. The exercise of subscription rights is
irrevocable.
SUMMARY
OF THE TERMS OF THE OFFERING.
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•
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We
will distribute to each holder of our common stock who is a record holder
of our common stock on the record date, which is [•], 2010, at no charge,
one non-transferable subscription right for each share of common stock
owned at 5:00 p.m., Eastern Time, on the record date. The subscription
rights will be evidenced by non-transferable subscription certificates,
which we also refer to as rights
certificates.
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•
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Each
subscription right will entitle the rights holder to purchase 4.185496618
Units at a subscription price of $0.02 per Unit, which we refer to as the
basic subscription privilege, upon timely delivery of the required
documents and payment of the subscription price. Each Unit consists of one
share of our common stock and a warrant to purchase 0.924532845 shares of
our common stock at an exercise price of $0.02 per share for a period of
five years following [•].
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•
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There
is no minimum number of Units you must purchase, but you may not purchase
fractional Units. To determine the number of Units you may
purchase under your basic subscription privilege, multiply the number of
shares of our common stock you own by 4.185496618 and round down to the
nearest whole number. For example, if you own 100 shares of our
common stock, you will be entitled to subscribe for up to 418 Units (100
shares × 4.185496618 = 418.5496618, rounded down to 418, the nearest whole
number) under your basic subscription privilege. Similarly, the warrant to
purchase 0.924532845 shares of our common stock included with
each Unit you purchase will only be exercisable for a number of shares
rounded down to the nearest whole number. For example, if you
purchase 418 Units, the warrants included with those Units would be
exercisable for up to 386 shares (418 Units × 0.924532845 = 386.4547292,
rounded down to 386, the nearest whole
number).
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•
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If
you exercise your basic subscription privilege in full, you may also
exercise an over-subscription privilege to subscribe for additional Units
not subscribed for by other rights holders in the offering at the same
subscription price of $0.02 per Unit, subject to certain
limitations.
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•
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If
you wish to exercise your over-subscription privilege, you should indicate
the number of additional Units you would like to subscribe for in the
space provided on your rights certificate. When you send in your rights
certificate, you must also send the full purchase price for the number of
additional Units that you have requested (in addition to the payment due
for Units subscribed for under your basic subscription privilege). If
an insufficient number of Units is available to fully satisfy all
over-subscription privilege requests, the available Units will be
allocated proportionately among rights holders who exercise their
over-subscription privileges based on the number of Units each such holder
subscribed for under the basic subscription privilege. To the extent you
properly exercise your over-subscription privilege for an amount of Units
that exceeds the number of unsubscribed Units available to you, any excess
subscription payment received by the subscription agent will be promptly
returned to you, without interest or deduction. See “The Rights
Offering–The Subscription Rights–Over-Subscription Privilege” in the
Prospectus.
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•
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If
rights holders wish to exercise their subscription rights, they must do so
at or prior to 5:00 p.m., Eastern Time, on [•], the expiration date for
the rights offering, subject to extension or earlier termination. After
the expiration date, the subscription rights will expire and will have no
value. See “The Rights Offering–Expiration of Rights Offering and
Extensions, Amendments and Termination” in the
Prospectus.
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•
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You
are not required to exercise any or all of your subscription rights. We
will deliver to the record holders who purchase Units in the rights
offering certificates representing the shares of our common stock and the
warrants to purchase shares of our common stock purchased as soon as
practicable after the rights offering has expired. If you request and pay
for more Units than are allocated to you, we will refund the overpayment,
without interest or deduction.
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•
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In
connection with the exercise of any over-subscription privilege, banks,
brokers and other nominee holders of subscription rights who act on behalf
of beneficial owners will be required to certify to us and to the
subscription agent as to the aggregate number of subscription rights
exercised, and the number of Units requested through the basic
subscription privilege and the over-subscription privilege, by each
beneficial owner on whose behalf the nominee holder is
acting.
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If your
shares are held in your name, a Subscription Certificate is enclosed. If your
shares are otherwise held in the name of your bank, broker or other nominee, you
must contact your bank, broker or other nominee if you wish to participate in
this rights offering.
If you do
not exercise your subscription rights, your ownership interest in the Company
may be diluted. Please see page [•] of the Prospectus for a discussion of
dilution and other risk factors.
If you
have any questions concerning the rights offering, please contact the
information agent, Morrow & Co., LLC toll-free at (800)
414-4313.
Sincerely,
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Paul
A. Mieyal
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Acting
Chief Executive Officer
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2