8-K
Nephros Inc (NEPH)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM8-K
CURRENTREPORT
Pursuantto Section 13 or 15(d) of the Securities Exchange Act of 1934
Dateof Report (Date of earliest event reported): November 5, 2020
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<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. [ ]
| Item 2.02. | Results of Operations and Financial Condition. |
|---|
On November 5, 2020, Nephros, Inc. (the “Company”) issued a press release in which it disclosed its third quarter 2020 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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On November 5, 2020, the Company announced the appointment of Daniel D’Agostino as its Chief Financial Officer, effective November 6, 2020. Mr. D’Agostino, age 53, was most recently Head of Healthcare at RW Pressprich & Co., an investment banking firm, from June 2017 to October 2020. Previously, he was Chief Executive Officer, Chief Financial Officer, Chief Compliance Officer and Managing Member at AmeriTech Advisors, an investment bank, from March 2009 to June 2017. Prior to March 2009, Mr. D’Agostino held positions of increasing responsibility at various investment banking firms and other financial institutions. Mr. D’Agostino received his Bachelor of Science in Accounting from Tulane University, and his M.B.A. from Columbia Business School at Columbia University.
Mr. D’Agostino was not appointed pursuant to any arrangement or understanding with any person, and Mr. D’Agostino does not have any family relationships with any directors or executive officers of the Company. Mr. D’Agostino nor any member of his immediate family has been a party to any transaction with the Company during the Company’s prior fiscal year or current fiscal year, nor is any such transaction currently proposed, that would be reportable under Item 404(a) of Regulation S-K.
The terms of Mr. D’Agostino’s employment with the Company are set forth in letter agreement dated as of September 22, 2020 (the “Agreement”). The Agreement provides that Mr. D’Agostino’s employment will be at-will and that he will receive an initial salary of $200,000. Mr. D’Agostino is also eligible for up to a 25% annual bonus, based primarily on Company performance.
In addition, Mr. D’Agostino was granted a 10-year stock option to purchase an aggregate of 103,973 shares of the Company’s common stock pursuant to the Company’s 2015 Equity Incentive Plan. The option is exercisable at $6.71 per share, which represents the closing sale price of the Company’s common stock on the grant date. Mr. D’Agostino’s right to purchase the shares vests, subject to his continued employment, as follows: 25% of the shares will vest and become exercisable on the first anniversary of the grant date, and the remaining 75% of the shares subject to the option will vest and become exercisable in twelve approximately equal quarterly installments.
The Agreement provides that if the Company terminates Mr. D’Agostino without “cause” (as defined in the Agreement) then, if such termination occurs after the first anniversary but prior to the second anniversary of the Effective Date, he shall be entitled to continuation of his base salary and health benefits for a period of three months, or, if such termination occurs following the second anniversary of the Effective Date, continuation of his base salary and health benefits for a period of six months.
Effective upon Mr. D’Agostino’s appointment as Chief Financial Officer, Andrew Astor no longer serves as Chief Financial Officer.
The foregoing descriptions of the material terms of the Agreement are qualified in their entirety by reference to the full text of the Agreement, a copy of which is attached as Exhibit 10.1 to this report and incorporated herein by reference. A copy of the Company’s press release issued November 5, 2020, announcing Mr. D’Agostino’s appointment is attached hereto and incorporated by reference herein as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d)Exhibits
| Exhibit No. | Description |
|---|---|
| 10.1 | Letter Agreement dated September 22, 2020, between Dan D’Agostino and Nephros, Inc. |
| 99.1 | Nephros, Inc. Press Release, dated November 5, 2020. |
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> November 5, 2020 | By: | /s/ Andrew Astor |
| Andrew<br> Astor | ||
| Chief<br> Executive Officer |
Exhibit10.1
September 22, 2020
Dan D’Agostino
[Address Omitted]
Dear Dan,
I am very pleased to offer you the position of Chief Financial Officer at Nephros (the “Company”). As CFO, your primary responsibilities will be to manage the financial, risk management, and administrative operations of the company, including accounting, financial reporting, financial strategies, and control systems. You will also assist the CEO in representing the Company with investors, bankers, and research analysts.
Your initial annual compensation will be $200,000. This amount will be reviewed annually, beginning January 1, 2022. In addition, you will be eligible to receive an annual bonus targeted at $50,000 (25% of your base salary), based on the Company’s achievements of its goals. If the bonus is payable, it may be paid in cash, restricted stock, or a combination of the two, at the company’s discretion and in accordance with similar payments to other senior executives.
Subject to approval of Nephros’s board of directors, you will be granted an option to purchase 103,973 shares of the company’s stock (1% of current fully diluted shares) pursuant to the Company’s 2015 Equity Incentive Plan (the “2015 Plan”). Your right to exercise the stock options will vest over four years, in accordance with standard company practices. In the event of a Change of Control (as such term is defined in the 2015 Plan), notwithstanding anything to the contrary contained herein, all shares subject to the option that have not then vested shall vest and become exercisable immediately and, unless all such options are cashed-out in the Change of Control transaction, shall remain exercisable for a period of not less than 360 days (or the expiration of the Option term, if sooner), regardless of whether your employment is terminated in connection with such Change of Control transaction. Notwithstanding the foregoing, unless otherwise determined by the board of directors, no change in ownership of the Company’s outstanding securities shall be deemed a Change of Control if such change in ownership is caused by or relates solely to any disposition or acquisition of any Company securities by Wexford Capital, LP (and/or its affiliates). The stock option will be subject to the terms and conditions of the 2015 Plan and a separate stock option agreement in the standard form approved for use under the 2015 Plan by the board of directors.
The Company currently provides its employees with a benefits package, including:
| ● | Health<br> plan – Approximately 90% company paid |
|---|---|
| ● | Health<br> Reimbursement Plan – 100% company paid |
| ● | Dental<br> and Vision Plan – 100% company paid |
| ● | Life<br> Insurance – 100% company paid |
|---|---|
| ● | Flexible<br> Spending Account – Employee-paid |
| ● | Long-<br> and Short-Term Disability Plan – Employee-paid |
| ● | SIMPLE<br> IRA Savings Plan – Employee-paid with up to 3% company match |
| ● | 15<br> PTO days annually. “Use it or lose it” policy, where lawful |
Termination Benefit: Following one year of employment, you will be entitled to three months of base salary and continued health benefits in the event your employment is terminated by the Company without cause. Following two years of employment, you will be entitled to six months base salary and health benefits in the event you are terminated without cause. Any such health insurance benefits provided to you post termination will be on the terms and conditions then in effect for the Company’s employees.
Please note, that as set forth in the Company’s Personnel Policies and Procedures, the employee benefits provided to you by the Company are subject to change by the Company, in its sole discretion, at any time and from time to time.
Your employment is expected to begin on October 19, 2020.
Even though some provisions of this letter refer to future dates, they are merely reference points for certain events that are scheduled for as long as you are employed by the Company. Your employment with the Company is for an indefinite term and nothing in this letter modifies your at-will employment relationship with the Company. Further, your employment will also be subject to the Company’s Personnel Policies and Procedures, your entry into a Confidentiality, Invention Assignment and Non-Competition Agreement in the form separately provided to you, and Nephros’ general satisfaction with your work performance. Either you or Nephros may terminate your employment with the company for any reason with written notice.
If you have any questions regarding the details of this offer, please feel free to contact me. We are very excited about having you on our team. If you agree to the conditions that have been outlined, please sign, date, scan and return by e-mail at your earliest convenience.
Respectfully,
| /s/ Andy Astor |
|---|
| Andy<br> Astor, Chief Executive Officer |
Accepted:
| /s/ Dan D’Agostino |
|---|
| Dan<br> D’Agostino |
Exhibit99.1
NephrosAppoints Dan D’Agostino as CFO
andReports Third Quarter Financial Results
FinanceVeteran Strengthens Management Team;
Quarter-over-QuarterNet Revenue up 34%; Year-over-Year down 31%
SOUTH ORANGE, NJ, November 5, 2020 – Nephros, Inc. (Nasdaq:NEPH), a commercial-stage company that develops and sells high performance water purification products and pathogen detection systems to the medical and commercial markets, today announced that Dan D’Agostino was appointed the company’s Chief Financial Officer, effective November 6, 2020. Nephros also announced financial results for the three months ended September 30, 2020.
“We have known Dan for years, and are very pleased to announce his addition to the team,” said Andy Astor, Chief Executive Officer of Nephros. “Dan brings deep experience and knowledge of the microcap life sciences environment, having served as CFO in a microcap firm and in other senior roles at several investment banks. Dan also provided financial advice to Nephros during the 2018 capital raise for our subsidiary, Specialty Renal Products (“SRP”).”
“I have been impressed with Nephros’s turnaround over the past few years and am excited to join the team,” said Dan D’Agostino. “With nearly four years of continuous revenue growth prior to the COVID-19 pandemic, I believe Nephros is strongly positioned to return to high growth rates in 2021, and I look forward to help drive the company forward.”
Dan D’Agostino brings 30 years of financial leadership to Nephros, with experience at firms including Synergy Pharmaceuticals, where he served as CFO, as well as R.W. Pressprich, AmeriTech Advisors, ThinkEquity, Punk Ziegel, Gerard Klauer Mattison, Deutsche Bank, and Wasserstein Perella.
FinancialHighlights
WaterFiltration Business Segment Highlights
| ● | Net<br> revenue was $2.1 million, down 31% compared with $3.1 million in 2019 |
|---|---|
| ● | Net<br> loss was $0.4 million, compared with $0.2 million in 2019 |
| ● | Adjusted<br> EBITDA was ($0.3 million), compared with $0.4 million in 2019 |
ConsolidatedHighlights
| ● | Net<br> revenue was $2.1 million, down 31% compared with $3.1 million in 2019 |
|---|---|
| ● | Net<br> loss was $1.0 million, compared with $0.7 million in 2019 |
| ● | Adjusted<br> EBITDA was ($1.0 million) compared with ($0.2 million) in 2019 |
“We are pleased that third quarter performance was significantly stronger than the second quarter, with sequential growth at 34%,” said Mr. Astor. “While our year-over-year revenues declined due to the COVID-19 pandemic, our recurring revenues remained strong, in spite of interruptions in new customer acquisitions and in emergency response revenues. We continue to believe that strong recurring revenues and high customer retention rates are two of the best indicators of the underlying strength of our business.”
Mr. Astor continued, “During the remainder of 2020, we will stay focused on expanding our commercial filtration business, further productizing our pathogen detection products, including PluraPath™, DialyPath™, and SequaPath™, and assisting SRP in submitting its second-generation HDF product for FDA clearance.”
ConsolidatedFinancial Performance for the Quarter Ended September 30, 2020
Net revenue for the quarter ended September 30, 2020 was $2.1 million, compared with $3.1 million in 2019, a decrease of 31%.
Net loss for the quarter ended September 30, 2020 was $1.0 million, compared with a net loss of $0.7 million in 2019 an increase of 36%.
Adjusted EBITDA for the quarter ended September 30, 2020 was ($1.0 million), compared with ($0.2 million) in 2019.
Cost of goods sold for the quarter ended September 30, 2020 was $0.9 million, compared with $1.3 million in 2019, a decrease of 30%. Gross margins for the quarter ended September 30, 2020 were 58%, compared with 59% in 2019. Management expects future gross margins to continue in the range of 55% to 60%.
Research and development expenses for the quarter ended September 30, 2020 were $0.75 million, compared with $0.78 million in 2019, a decrease of 3%.
Depreciation and amortization expenses for the quarter ended September 30, 2020 were approximately $49,000, compared with approximately $44,000 in 2019, an increase of 11%.
Selling, general and administrative expenses for the quarter ended September 30, 2020 were $1.5 million, compared with $1.8 million in 2019, a decrease of 14%.
As of September 30, 2020, Nephros had cash and cash equivalents of $5.2 million. On October 16, Nephros raised an additional $5 million from existing shareholders at $6.00 per share.
AdjustedEBITDA Definition and Reconciliation to GAAP Financial Measures
Adjusted EBITDA is calculated by taking net (loss) income calculated in accordance with generally accepted accounting principles (“GAAP”) and excluding all interest-related expenses and income, tax-related expenses and income, non-recurring expenses and income, and non-cash items, including depreciation and amortization and non-cash compensation. The following table presents a reconciliation of Adjusted EBITDA to net (loss) income, the most directly comparable GAAP financial measure, for the third quarter of the 2020 and 2019 fiscal years for both Nephros (on a consolidated basis) and the Water Filtration Business Segment:
| Three<br> Months Ended Sep 30, | ||||||
|---|---|---|---|---|---|---|
| Water<br> Filtration Business Segment | 2020 | 2019 | ||||
| Net<br> loss | (394 | ) | (167 | ) | ||
| Adjustments: | ||||||
| Depreciation<br> of property and equipment | 7 | 4 | ||||
| Amortization<br> of other assets | 46 | 44 | ||||
| Interest<br> expense | 22 | 48 | ||||
| Noncash<br> interest expense | - | - | ||||
| Interest<br> income | (3 | ) | - | |||
| Change<br> in fair value of contingent consideration | (187 | ) | (94 | ) | ||
| Noncash<br> compensation | 160 | 348 | ||||
| Other<br> noncash items | 2 | 29 | ||||
| Nonrecurring:<br> Biocon & Pathogen Detection | - | 150 | ||||
| Adjusted<br> EBITDA | (347 | ) | 362 | |||
| Three<br> Months Ended Sep 30, | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| Consolidated<br> Results | 2020 | 2019 | ||||
| Net<br> loss | (1,012 | ) | (744 | ) | ||
| Adjustments: | ||||||
| Depreciation<br> of property and equipment | 7 | 4 | ||||
| Amortization<br> of other assets | 46 | 44 | ||||
| Interest<br> expense | 22 | 48 | ||||
| Noncash<br> interest expense | - | - | ||||
| Interest<br> Income | (3 | ) | - | |||
| Change<br> in fair value of contingent consideration | (187 | ) | (94 | ) | ||
| Noncash<br> compensation | 172 | 354 | ||||
| Other<br> noncash items | 2 | 29 | ||||
| Nonrecurring:<br> Biocon & Pathogen Detection | - | 150 | ||||
| Adjusted<br> EBITDA | (953 | ) | (209 | ) |
Nephros believes that Adjusted EBITDA provides useful information to management and investors regarding certain financial and business trends relating to Nephros’s financial condition and results of operations. Management does not consider Adjusted EBITDA in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of Adjusted EBITDA is that it excludes significant expenses and income that are required by GAAP to be recognized in Nephros’s consolidated financial statements. In addition, Adjusted EBITDA is subject to inherent limitations as it reflects the exercise of judgments by management about which expenses and income are excluded or included in determining Adjusted EBITDA. In order to compensate for these limitations, management presents Adjusted EBITDA in connection with net (loss) income, the most directly comparable GAAP financial measure. Nephros urges investors to review the reconciliation of Adjusted EBITDA to net (loss) income and not to rely on any single financial measure to evaluate the business.
ConferenceCall Today at 4:30 p.m. ET
Nephros will host a conference call today at 4:30 PM Eastern Time, during which management will discuss Nephros’s financial results and provide a general business overview.
Participants may dial into the following number to access the call: 1-844-808-7106. International callers may use 1-412-317-5285. Please ask to be joined into the Nephros conference call. A replay of the call can be accessed until November 12, 2020 at 1-877-344-7529 or 1-412-317-0088 for international callers and entering replay access code: 10144285. An audio archive of the call will be available shortly after the call on the Nephros investor relations page at https://investors.nephros.com/events/.
AboutNephros
Nephros is a commercial-stage company that develops and markets high-performance water purification products and pathogen detection systems for medical and commercial markets.
Nephros ultrafilters are used in hospitals, medical clinics, and commercial facilities to retain bacteria and viruses from water, providing barriers that aid in infection control for showers, sinks, and ice machines. Nephros ultrafilters are also used in dialysis centers to aid in the removal of endotoxins and other biological contaminants from water and bicarbonate concentrate in hemodialysis machines.
Nephros pathogen detection systems, including the PluraPath and SequaPath systems, provide near-real time information on bacterial genera, waterborne bacteria, and viruses to medical and water safety professionals. These products integrate Nephros ultrafilters with DNA sequencing and quantitative polymerase chain reaction (qPCR) technology.
Nephros commercial filters, including AETHER™ brand filters, improve the taste and odor of water, and reduce scale build-up in downstream equipment. Nephros and AETHER products are used in the health care, food service, hospitality, and convenience store markets.
For more information about Nephros, please visit its website at www.nephros.com.
Forward-LookingStatements
This release contains forward-looking statements that are subject to various risks and uncertainties. Such statements include statements regarding expected growth rates, expansion in our commercial filtration business, the expected development of our pathogen detection products, the timing for SRP’s submission of the second-generation HDF device for FDA clearance, management’s expectations regarding future gross margins, and other statements that are not historical facts, including statements which 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 Covid-19, 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, including its Annual Report on Form 10-K for the year ended December 31, 2019. Nephros does not undertake any responsibility to update the forward-looking statements in this release.
Contacts:
InvestorRelations
Kirin Smith, President
PCG Advisory, Inc.
(646) 863-6519
www.pcgadvisory.com
MediaRelations:
Bill Douglass
Gotham Communications, LLC
(646) 504-0890
www.gothamcomm.com
Company:
Andy Astor, CEO
Nephros, Inc.
(201) 345-0824
www.nephros.com
NEPHROS,INC. AND SUBSIDIARIES
CONSOLIDATEDBALANCE SHEETS
(Inthousands, except share amounts)
| December<br> 31, 2019 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Current<br> assets: | |||||
| Cash<br> and cash equivalents | 5,155 | $ | 4,166 | ||
| Accounts<br> receivable, net | 901 | 1,045 | |||
| Inventory,<br> net | 5,385 | 2,562 | |||
| Prepaid<br> expenses and other current assets | 314 | 526 | |||
| Total<br> current assets | 11,755 | 8,299 | |||
| Property<br> and equipment, net | 302 | 81 | |||
| Operating<br> right-use-of assets | 1,117 | 1,106 | |||
| Intangible<br> assets, net | 517 | 548 | |||
| Goodwill | 759 | 759 | |||
| License<br> and supply agreement, net | 703 | 804 | |||
| Other<br> assets | 89 | 32 | |||
| Total<br> assets | 15,242 | $ | 11,629 | ||
| LIABILITIES<br> AND STOCKHOLDERS' EQUITY | |||||
| Current<br> liabilities: | |||||
| Secured<br> revolving credit facility | - | $ | 560 | ||
| Secured<br> note, current portion | 224 | 211 | |||
| PPP<br> loan, current portion | 340 | - | |||
| Accounts<br> payable | 887 | 959 | |||
| Accrued<br> expenses | 596 | 136 | |||
| Current<br> portion of contingent consideration | 6 | 300 | |||
| Current<br> portion lease liabilities | 326 | 262 | |||
| Total<br> current liabilities | 2,379 | 2,428 | |||
| Secured<br> note payable, long term portion | 428 | 613 | |||
| PPP<br> loan, net of current portion | 141 | - | |||
| Financing<br> obligation, net of current portion | 8 | 10 | |||
| Contingent<br> consideration, net of current portion | - | - | |||
| Lease<br> liabilities | 846 | 889 | |||
| Total<br> liabilities | 3,802 | 3,940 | |||
| Commitments<br> and Contingencies | |||||
| Stockholders'<br> equity: | |||||
| Preferred<br> stock, .001 par value; 5,000,000 shares authorized at December 31, 2019 and 2018; no shares issued and outstanding and December<br> 31, 2019 and 2018 | - | - | |||
| Common<br> stock, .001 par value; 40,000,000 and 10,000,000 shares authorized at December 31, 2019 and 2018, respectively; 9,016,550<br> and 8,058,850 shares issued and outstanding and December 31, 2019 and 2018, respectively | 9 | 8 | |||
| Additional<br> paid-in capital | 139,409 | 131,934 | |||
| Accumulated<br> other comprehensive income | 69 | 65 | |||
| Accumulated<br> deficit | (131,099 | ) | (127,332 | ) | |
| Subtotal | 8,388 | 4,675 | |||
| Noncontrolling<br> interest | 3,052 | 3,014 | |||
| Total<br> stockholders' equity | 11,440 | 7,689 | |||
| Total<br> liabilities and equity | 15,242 | $ | 11,629 |
All values are in US Dollars.
NEPHROS,INC. AND SUBSIDIARIES
CONSOLIDATEDOF OPERATIONS AND COMPREHENSIVE LOSS
(Inthousands, except share amounts)
| Three<br> Months Ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||
| Net<br> revenues: | ||||||
| Product<br> revenues | $ | 2,094 | $ | 3,054 | ||
| Royalty<br> and other revenues | 27 | 41 | ||||
| Total<br> net revenues | 2,121 | 3,095 | ||||
| Cost<br> of goods sold | 896 | 1,276 | ||||
| Gross<br> margin | 1,225 | 1,819 | ||||
| Gross<br> margin % | 58 | % | 59 | % | ||
| Operating<br> expenses: | ||||||
| Research<br> and development | 751 | 777 | ||||
| Depreciation<br> and amortization | 49 | 44 | ||||
| Selling,<br> general and administrative | 1,544 | 1,787 | ||||
| Change<br> in fair value of contingent consideration | (187 | ) | (94 | ) | ||
| Total<br> operating expenses | 2,157 | 2,514 | ||||
| Loss<br> from operations | (932 | ) | (695 | ) | ||
| Interest<br> expense | (22 | ) | (48 | ) | ||
| Interest<br> income | 3 | - | ||||
| Other<br> income (expense), net | (61 | ) | (1 | ) | ||
| Loss<br> before income taxes | (1,012 | ) | (744 | ) | ||
| Income<br> tax benefit | - | - | ||||
| Net<br> profit (loss) | (1,012 | ) | (744 | ) | ||
| Less:<br> Deemed dividend attributable to noncontrolling interest | (60 | ) | (60 | ) | ||
| Net<br> loss attributable to Nephros Inc | (1,072 | ) | (804 | ) | ||
| Net<br> loss per common share, basic and diluted | $ | (0.12 | ) | $ | (0.10 | ) |
| Weighted<br> average common shares outstanding, basic and diluted | 9,038,673 | 7,703,033 | ||||
| Comprehensive<br> loss: | ||||||
| Net<br> Loss | (1,012 | ) | (744 | ) | ||
| Other<br> comprehensive income(loss), foreign currency translation adjustments | 4 | (7 | ) | |||
| Comprehensive<br> loss | (1,008 | ) | (751 | ) | ||
| Comprehensive<br> loss attirbutable to noncontrolling interest | (60 | ) | (60 | ) | ||
| Total<br> comprehensive loss attributable to Nephros Inc shareholders | $ | (1,068 | ) | $ | (811 | ) |