Nephros Announces Rights Offering

RIVER EDGE, N.J., Feb. 12, 2014 /PRNewswire/ -- Nephros, Inc. (OTCQB: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 February 12, 2014, 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 January 30, 2014. The rights offering will expire at 5:00 p.m., Eastern Time, on March 14, 2014, if not extended by the Company in its sole discretion.

Each subscription right will entitle its holder to purchase 0.28673 of a share of common stock of the Company at a subscription price of $0.30 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.

To the extent that, after the closing of the rights offering, there still remain unsubscribed shares of common stock of the Company, Lambda Investors LLC will have the right, but not the obligation, to purchase any or all such remaining unsubscribed shares within ten days of the closing of the rights offering.

Assuming the rights offering is fully subscribed, the Company estimates that it will receive gross proceeds of $2.75 million, less the expenses of the rights offering.

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: John C. Houghton, (201) 343-5202, ext. 101.

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 for the removal of biological contaminants from water, bicarbonate concentrate and/or blood.

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 ultrafilters for sale to customers in four markets:

• Dialysis Centers - Water/Bicarbonate: Filtration of water or bicarbonate concentrate used in hemodialysis devices  
• Dialysis Centers - Blood: Clearance of toxins from blood using an alternative method to HD in patients with chronic renal failure
• Hospitals and Other Commercial Facilities: Filtration of water for drinking and washing
• Military and Outdoor Recreation: Highly compact, individual water purification devices used by soldiers to produce drinking water in the field

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

Forward-Looking Statements

This press release contains certain "forward-looking statements." Such statements include 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;
• a default under the terms of the secured note with Lambda Investors LLC 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;
• the voluntary recalls of point of use and DSU in-line ultrafilters used in hospital water treatment applications announced on October 30, 2013 and the related circumstances could subject us to claims or proceedings by consumers, the FDA or other regulatory authorities which may adversely impact our sales and revenues;
• we face significant challenges in obtaining market acceptance of our products, which could adversely affect our potential sales and revenues;
• there are product-related deaths or serious injuries or product malfunctions, which could trigger recalls, class action lawsuits and other events that could cause us to incur expenses and may also limit our ability to generate revenues from such products;
• we face potential liability associated with the production, marketing and sale of our products, and/or the expense of defending against claims of product liability, could materially deplete our assets and generate negative publicity which could impair our reputation;
• to the extent our products or marketing materials are found to violate any provisions of the FDC Act or any other statutes or regulations then we could be subject to enforcement actions by the FDA or other governmental agencies;
• we may not be able to obtain funding if and when needed or on terms favorable to us in order to continue operations;
• we may not have sufficient capital to successfully implement our business plan;
• 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, manufacturers and distributors;
• 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 Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and 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.