UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 4, 2023

NEPHROS, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware

001-32288

13-3971809

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

380 Lackawanna 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement 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 of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.001 par value		NEPH		The 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. ☐

Item 2.02 Results of Operations and Financial Condition.

On April 4, 2023, Nephros, Inc. (the “Company”) issued a press release in which it disclosed preliminary first quarter 2023 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Nephros, Inc. Press Release, dated April 4, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: April 4, 2023	By:	/s/ Andrew Astor
		Andrew Astor
		Chief Executive Officer

Exhibit 99.1

Nephros, Inc.

380 Lackawanna Place

South Orange NJ 07079

Call: 201 343 5202

nephros.com

Nephros Announces Preliminary Results for First Quarter 2023

Net Revenue of $3.7 Million, a 69% Year-Over-Year Increase

SOUTH ORANGE, NJ, April 4, 2023 – Nephros, Inc. (Nasdaq: NEPH), a leading water technology company providing filtration solutions to the medical and commercial markets, today announced preliminary revenue results for the quarter ended March 31, 2023.

Nephros expects net revenue for the quarter ended March 31, 2023 to be approximately $3.7 million, a 69% increase from the quarter ended March 31, 2022.

“We are very pleased with first-quarter revenue, which we believe reflects the impact of recent investments in our field sales organization,” said Andy Astor, President and Chief Executive Officer of Nephros. “It is noteworthy that while this quarter’s revenue was enhanced by an unusually large emergency response order, our base revenue is expected to exceed $3.0 million, representing an approximate 40% increase over last year.”

Mr. Astor continued, “We are also pleased to report that we expect cash flows from water filtration operations to be at least break-even for the first quarter, and we believe the strength of our business remains on track for generating consistent positive cash flows by the middle of 2023.”

Nephros ended the first quarter with approximately $3.8 million in cash on a consolidated basis, compared with $3.6 million as of December 31, 2022.

The company will announce its first quarter results on Wednesday, May 10, 2023, after market close and host a conference call that same day at 4:30pm ET.

About Nephros

Nephros is committed to improving the human relationship with water through leading, accessible technology. We provide innovative water filtration products and services, along with water-quality education, as part of an integrated approach to water safety. Nephros goods serve the needs of customers within the healthcare and commercial markets, offering both proactive and emergency solutions for water management.

For more information about Nephros, please visit us at nephros.com.

Nephros, Inc.

380 Lackawanna Place

South Orange NJ 07079

Call: 201 343 5202

nephros.com

Forward-Looking Statements

This release contains forward-looking statements that are subject to various risks and uncertainties. Such statements include statements regarding Nephros’ expected revenue and cash flows for the quarter ended March 31, 2023, expected future revenue growth and the timing of such growth, the timing of achieving positive cash flows 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 changes in business, Nephros’ ability to further develop its sales organization, Nephros’ dependence on third-party suppliers and distributors, inflationary factors and other economic and competitive conditions, the availability of capital when needed, and regulatory reforms. These and other risks and uncertainties are detailed in Nephros’ 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.

Investor Relations Contacts:

Kirin Smith, President

PCG Advisory, Inc.

(646) 823-8656

[email protected]

Andy Astor, CEO

Nephros, Inc.

(201) 343-5202 x120

[email protected]