8-K
Nephros Inc (NEPH)
UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM8-K
CURRENTREPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Dateof Report (Date of earliest event reported): April 5, 2021
NEPHROS,INC.
(Exact name of Registrant as Specified in its Charter)
| Delaware | 001-32288 | 13-3971809 |
|---|---|---|
| **** (State or other jurisdiction<br><br> <br>of incorporation) | **** (Commission<br><br> <br>File Number) | **** (IRS Employer<br><br> <br>Identification No.) |
380Lackawanna Place, South Orange, New Jersey 07079
(Address of principal executive offices, including ZIP code)
(201)343-5202
(Registrant’s telephone number, including area code)
n/a
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| [ ] | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| [ ] | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> stock, $0.001 par value | NEPH | The<br> Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item2.02. Results of Operations and Financial Condition.
On April 5, 2021, Nephros, Inc. (the “Company”) issued a press release in which it disclosed its preliminary first quarter 2021 financial results. A copy of this press release is furnished herewith as Exhibit 99.1.
Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and in this Item 2.02 have been furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing regardless of any general incorporation language.
Item9.01. Financial Statements and Exhibits.
(d)Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Nephros, Inc. Press Release, dated April 5, 2021. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| Nephros, Inc. | ||
|---|---|---|
| Dated:<br> April 5, 2021 | By: | /s/ Andrew Astor |
| Andrew<br> Astor | ||
| Chief<br> Executive Officer |
Exhibit99.1
NephrosAnnounces Preliminary Results for First Quarter of 2021
AnticipatesNet Revenue of $2.7 Million; Highest First Quarter in Company History
SOUTH ORANGE, NJ, April 5, 2021 – Nephros, Inc. (Nasdaq: NEPH), a leading water technology company providing filtration and pathogen detection solutions to the medical and commercial markets, today announced preliminary results for the first quarter of 2021.
Revenue for the quarter ended March 31, 2021 is expected to be $2.7 million, representing growth of 17% over the prior period, and 8% over the same period in 2020.
“Despite the pandemic, Nephros accomplished a milestone, recording the highest ever, first-quarter revenue, and the third-highest quarterly revenue in our history. These results, represented by strength in all of our filtration markets – Healthcare, Dialysis, and Commercial – reflect the growth of our underlying business and steady, long-term focus on taking care of our strategic partners and customers,” said Andy Astor, Chief Executive Officer of Nephros. “As more of the country is vaccinated over the coming weeks and months, we anticipate increasingly open markets and a return to pre-pandemic growth rates.”
Nephros ended the first quarter with approximately $8.1 million in cash on a consolidated basis.
Nephros will announce its first-quarter results on Thursday, May 6, 2021 and will host a conference call that same day at 4:30 PM ET.
AboutNephros
Nephros is a leading water technology company in medical and commercial water purification and pathogen detection, headquartered in the USA. Our diverse team of passionate employees is dedicated to advancing point-of-use water safety through education, product solutions, and emergency outbreak response management.
For more information about Nephros, please visit www.nephros.com. ****
Forward-LookingStatements
This release contains forward-looking statements that are subject to various risks and uncertainties. Such statements include statements regarding Nephros’s expected revenue for the quarter ended March 31, 2021, expected future growth and the timing of such growth and other statements that are not historical facts, including statements that may be accompanied by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or similar words. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including the impact of the ongoing COVID-19 pandemic, uncertainty in clinical outcomes, potential delays in the regulatory approval process, changes in business, economic and competitive conditions, the availability of capital when needed, dependence on third-party manufacturers and researchers, regulatory reforms, uncertainties in litigation or investigative proceedings, and the availability of financing. These and other risks and uncertainties are detailed in Nephros’s reports filed with the U.S. Securities and Exchange Commission. Nephros does not undertake any responsibility to update the forward-looking statements in this release.
InvestorRelations Contacts:
Kirin Smith, President
PCG Advisory, Inc.
(646) 823-8656
Andy Astor, CEO
Nephros, Inc.
(201) 345-0824
