Attached files
| file | filename |
|---|---|
| S-1 - NEPHROS INC | v197780_s1.htm |
| EX-5.1 - NEPHROS INC | v197780_ex5-1.htm |
| EX-99.3 - NEPHROS INC | v197780_ex99-3.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-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
99.4
NEPHROS,
INC.
UP
TO 175,000,000 SHARES OF COMMON STOCK AND
WARRANTS
TO PURCHASE UP TO 161,793,248 SHARES OF COMMON STOCK
ISSUABLE
UPON EXERCISE OF NON-TRANSFERRABLE RIGHTS TO SUBSCRIBE
FOR
SUCH SHARES AND WARRANTS
THE
SUBSCRIPTION RIGHTS ARE EXERCISABLE UNTIL 5:00 P.M., EASTERN
TIME,
ON [•],
SUBJECT TO EXTENSION.
[•],
2010
To
Securities Dealers, Commercial Banks, Trust Companies, and Other
Nominees:
This
letter is being distributed to securities dealers, commercial banks, trust
companies and other nominees in connection with a rights offering (the “Rights
Offering”) by NEPHROS, INC., a Delaware corporation (the “Company”), to the
holders of its common stock, par value $0.001 per share (“Common Stock”), as
described in the Company’s prospectus dated [•], 2010 (the “Prospectus”).
Holders of record of Common Stock at 5:00 p.m., Eastern Time, on [•], 2010 (the
“Record Date”) will receive at no charge non-transferable subscription rights
(the “Subscription Rights”) to purchase up to an aggregate of 175,000,000
Units at a subscription price (the “Subscription Price”) of $0.02 per Unit,
for up to an aggregate purchase price of $3,500,000.
Each
stockholder will receive one Subscription Right for each share of Common Stock
owned on the Record Date, evidenced by a subscription certificate (the
“Subscription Certificate”) registered in the stockholder’s name or in the name
of the stockholder’s nominee. Each Subscription Right will entitle its holder to
purchase 4.185496618 Units at the Subscription Price of $0.02 per Unit (the
“Basic Subscription Privilege”). Each Unit consists of one share of Common Stock
and a warrant to purchase 0.924532845 shares of Common Stock at the exercise
price of $0.02 per share for a period of five years following the Expiration
Date (as defined below). Holders who exercise their Basic Subscription
Privilege in full may also subscribe for additional Units not subscribed for by
other Subscription Rights holders in the Rights Offering at the same
Subscription Price of $0.02 per Unit (the “Over-Subscription Privilege”). There
is no minimum number of Units any holder of Subscription Rights must purchase,
but holders may not purchase fractional Units, and we will not issue fractional
shares upon exercise of the warrants included with each Unit, but rather will
round the number of shares issued down to the nearest whole number. See “The
Rights Offering–The Subscription Rights” in the Prospectus.
If you
exercise the Over-Subscription Privilege on behalf of beneficial owners of
Subscription Rights, you will be required to certify to Continental Stock
Transfer & Trust Company (the “Subscription Agent”) and the Company, in
connection with the exercise of the Over-Subscription Privilege, as to the
aggregate number of Subscription Rights that have been exercised pursuant to the
Basic Subscription Privilege, whether the Basic Subscription Privilege of each
beneficial owner of Subscription Rights on whose behalf you are acting has been
exercised in full, and the number of Units being subscribed for pursuant to the
Over-Subscription Privilege by each beneficial owner of Subscription Rights on
whose behalf you are acting. If holders exercise their Over-Subscription
Privileges for more Units than are available, we will allocate the available
Units proportionately among holders who exercise their Over-Subscription
Privileges based on the number of Units each such holder subscribed for under
the Basic Subscription Privilege. The Subscription Agent will promptly return
any excess payments by mail without interest or deduction. See “The Rights
Offering–The Subscription Rights–Over-Subscription Privilege” in the
Prospectus.
We are
asking you to contact your clients for whom you hold shares of Common Stock
registered in your name or in the name of your nominee to obtain instructions
with respect to the Subscription Rights.
Enclosed
are copies of the following documents for you to use:
1. Prospectus;
2. Form
of Letter to Stockholders from the Company;
3. Instructions
for Use of Subscription Rights Certificates;
4. Notice
of Guaranteed Delivery;
5. A
form letter which may be sent to your clients for whose accounts you hold Common
Stock registered in your name or in the name of your nominee;
6. Beneficial
Owner Election Form, on which you may obtain your clients’ instructions with
regard to the Subscription Rights; and
7. Nominee
Holder Certification Form.
Your
prompt action is requested. The Subscription Rights will expire at
5:00 P.M., Eastern Time, on [•], subject to extension or earlier
termination (the “Expiration Date”).
To
exercise Subscription Rights, properly completed and executed Subscription
Certificates and payment in full for all Subscription Rights exercised must be
delivered to the Subscription Agent as indicated in the Prospectus by 5:00 p.m.,
Eastern Time, on the Expiration Date, unless the guaranteed delivery procedures
described in the Prospectus are followed in lieu of delivery of a Subscription
Certificate by 5:00 p.m., Eastern Time, on the Expiration Date.
Additional
copies of the enclosed materials may be obtained by contacting the information
agent, Morrow & Co., LLC, at (203) 658-9400.
|
Sincerely,
|
|
|
|
Paul
A. Mieyal
Acting
Chief Executive Officer
|
NOTHING
HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN
AGENT OF NEPHROS, INC., THE SUBSCRIPTION AGENT, THE INFORMATION AGENT OR ANY
OTHER PERSON MAKING OR DEEMED TO BE MAKING OFFERS OF THE COMMON STOCK ISSUABLE
UPON VALID EXERCISE OF THE SUBSCRIPTION RIGHTS, OR AUTHORIZE YOU OR ANY OTHER
PERSON TO MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE
OFFERING EXCEPT FOR STATEMENTS MADE IN THE PROSPECTUS.
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