8-K
Nephros Inc (NEPH)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM8-K
CURRENTREPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Dateof Report (Date of earliest event reported): July 9, 2021
NEPHROS,INC.
(Exact name of Registrant as Specified in its Charter)
| Delaware | 001-32288 | 13-3971809 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> 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. [ ]
Item1.01 Entry into a Material Definitive Agreement.
On July 9, 2021, Nephros, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Agreement”) with GenArraytion, Inc., a Delaware corporation (“GenArraytion”) and the shareholder of GenArraytion. Pursuant to the terms of the Agreement, the Company acquired substantially all of the assets of GenArraytion.
At closing, the Company issued 123,981 shares of Company common stock, par value $0.001 per share, to GenArraytion, reflecting an aggregate purchase price of $1.2 million. Fifty percent of these shares were issued without a risk of forfeiture and the remaining fifty percent of the shares are subject to a risk of forfeiture. This risk of forfeiture will lapse upon the satisfactory completion of certain intellectual property transition services. The Company will also make royalty payments to GenArraytion based on net sales of GenArraytion products over the next five years and has agreed to file a registration statement covering the shares issued to GenArraytion within sixty days from the date of the Agreement.
The Agreement contains customary representations and warranties by GenArraytion. Additionally, GenArraytion agreed to customary indemnification obligations to the Company over the one-year period ending July 9, 2022, subject to certain limitations as set forth in the Agreement.
The foregoing summary of the Agreement is qualified in its entirety by reference to the complete Agreement, a copy of which will be filed with the Company’s Form 10-Q for the quarter ended September 30, 2021.
A copy of the press release announcing the acquisition is filed herewith as Exhibit 99.1.
Item3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 above regarding the issuance of shares to GenArraytion is incorporated herein by reference. The issuance of shares to GenArraytion was made in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D thereunder.
Item9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
|---|---|
| Exhibit No. | Description |
| 99.1 | Nephros, Inc. Press Release, dated July 12, 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> July 12, 2021 | By: | /s/ Andrew Astor |
| Andrew<br> Astor | ||
| Chief<br> Executive Officer |
Exhibit99.1
NephrosAnnounces Acquisition of GenArraytion, Inc.
StrategicAcquisition Accelerates Pathogen Detection Product Development
SOUTH ORANGE, NJ, July 12, 2021 – Nephros, Inc. (Nasdaq: NEPH), a leading water technology company providing filtration and pathogen detection solutions to the medical and commercial markets, today announced that it has acquired substantially all of the assets of Rockville, MD-based GenArraytion, Inc.
GenArraytion is a recognized market leader in infectious disease monitoring and measurement. This acquisition will give Nephros access to GenArraytion’s many proprietary assays, multiplexing technology, and selection methods for detecting waterborne pathogens and other microorganisms using Polymerase Chain Reaction (PCR) technology. GenArraytion’s assets will be integrated into the Nephros Pathogen Detection Systems platform.
“The strategic acquisition of GenArraytion further cements our position in the emerging PCR testing market for waterborne pathogens, expanding our abilities to detect and mitigate the spread of infectious disease in premise plumbing,” said Andy Astor, Chief Executive Officer of Nephros. “In addition to acquiring GenArraytion’s MultiFLEX^®^ Bioassays and other technologies, Dr. R. Paul Schaudies, GenArraytion’s Chief Executive Officer, will partner with our own Dr. Kimothy Smith, Vice President of Pathogen Detection Systems. Working together, our unified organization will provide customers the ability to use on-site testing with fast, accurate, and actionable data as part of their water management programs.”
About the acquisition, Dr. Schaudies said, “Our team at GenArraytion has spent over thirteen years developing infectious disease diagnostics for hospital-acquired infections and other water safety targets. Joining Nephros will enhance our ability to commercialize our broad array of MultiFLEX bioassays. I am very much looking forward to partnering with the Nephros team and realizing our shared vision around water safety.”
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 the benefits expected from the acquisition of GenArraytion’s assets, the expected plan to integrate GenArraytion into Nephros’s operations 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 unexpected delays in or unforeseen consequences of the integration of GenArraytion, 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