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-99.1 - 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
99.5
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.
To Our
Clients:
We are
sending this letter to you because we hold shares of NEPHROS, INC. (the
“Company”) common stock, par value $0.001 per share (the “Common Stock”) for
you. The Company has commenced a rights offering of 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, pursuant to the exercise of non-transferable subscription rights
(the “Subscription Rights”) distributed to all holders of record of shares of
the Common Stock as of [•], 2010. The Subscription Rights are described in the
Company’s prospectus, dated [•], 2010 (the “Prospectus”), and evidenced by a
subscription certificate (the “Subscription Certificate”) registered in your
name or in the name of your nominee.
The
Company has distributed one Subscription Right for each share of Common Stock
outstanding on [•], 2010. Each Subscription Right entitles 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
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 the enclosed Beneficial Owner Election Form. When you send in that form, 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 purchased through
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, Continental Stock
Transfer & Trust Company, will be promptly returned to you, without interest
or deduction. See “The Rights Offering–The Subscription
Rights–Over-Subscription Privilege” in the Prospectus. We are (or our nominee
is) the holder of record of Common Stock held by us for your account. We can
exercise your Subscription Rights only if you instruct us to do so.
We
request instructions as to whether you wish to have us exercise the Subscription
Rights relating to the Common Stock we hold on your behalf, upon the terms and
conditions set forth in the Prospectus.
We have
enclosed your copy of the following documents:
1. Letter
to Stockholders from the Company;
2.
Prospectus; and
3.
Beneficial Owner Election Form.
The
Subscription Rights will expire if not exercised by 5:00 p.m., Eastern
Time, on [•], 2010, subject to extension or earlier termination (the “Expiration
Date”). Any Subscription Rights not exercised prior to the Expiration Date will
expire and will have no value. Any subscription for Units made in the
rights offering made is irrevocable.
The
materials enclosed are being forwarded to you as the beneficial owner of Common
Stock carried by us in your account but not registered in your name. Exercises
of Subscription Rights may be made only by us as the record owner and pursuant
to your instructions. Accordingly, we request instructions as to whether you
wish us to elect to subscribe for any Units to which you are entitled pursuant
to the terms and subject to the conditions set forth in the Prospectus. However,
we urge you to read the Prospectus and other enclosed materials carefully before
instructing us to exercise your Subscription Rights.
Your
instructions to us should be forwarded as promptly as possible in order to
permit us to exercise Subscription Rights on your behalf in accordance with the
provisions of the rights offering.
If you
wish to have us, on your behalf, exercise the Subscription Rights for any Units
to which you are entitled, please so instruct us by completing, executing and
returning to us the “Beneficial Owner Election Form” included
herewith.
If you
have any questions concerning the rights offering, you may contact the
information agent, Morrow & Co., LLC, at (800) 414-4313.
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