8-K - NEPH - Equibles

UNITES

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

Dateof Report (Date of earliest event reported): May 19,2022

NEPHROS,

INC.

(Exact name of Registrant as Specified in its Charter)

Delaware	001-32288	13-3971809
(State<br> or other jurisdiction of incorporation)	(Commission<br><br> <br>File<br> Number)	(IRS<br> Employer<br><br> <br>Identification<br> No.)

380Lackawanna Place, SouthOrange, 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))
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. ☐

Item5.07. Submission of Matters to a Vote of Security Holders.

On May 19, 2022, Nephros, Inc. (the “Company”) held its 2022 Annual Meeting of the Stockholders (the “Annual Meeting”). At the Annual Meeting:

1.	Stockholders<br> elected to the Company’s Board of Directors two nominees, Andrew Astor and Alisa Lask,<br> to each serve a three-year term expiring in 2025;
2.	Stockholders<br> ratified the appointment of Baker Tilly US, LLP as the Company’s independent registered<br> public accounting firm for the fiscal year ending December 31, 2022; and
3.	Stockholders<br> approved the compensation of the Company’s named executive officers on an advisory<br> (non-binding) basis.

The voting results for each such matter were as follows:

1.	Election<br> of Directors:
Nominee:	For:		Withheld:		Broker<br> Non-Votes:
---	---	---	---	---	---	---
Andrew<br> Astor		6,189,006		134,108		2,333,049
Alisa<br> Lask		6,192,377		130,737		2,333,049
2.	Ratification<br> of the appointment of Baker Tilly US, LLP as the Company’s independent registered public<br> accounting firm for the fiscal year ending December 31, 2022:
---	---
For:		Against:		Abstain:		Broker<br> Non-Votes
---	---	---	---	---	---	---	---
	8,637,438		17,548		1,177		0
3.	Approval<br> of the compensation of the Company’s named executive officers on an advisory (non-binding)<br> basis:
---	---
For:		Against:		Abstain:		Broker<br> Non-Votes
---	---	---	---	---	---	---	---
	6,093,819		216,653		12,642		2,333,049

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> May 20, 2022	By:	/s/ Andrew Astor
		Andrew<br> Astor
		Chief<br> Executive Officer