8-K

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

Dateof Report (Date of earliest event reported): January 11, 2023

NEPHROS,

INC.

(Exact name of Registrant as Specified in its Charter)

Delaware	001-32288	13-3971809
(State<br>or other jurisdiction<br><br>of incorporation)	(Commission<br><br> <br>File Number)	(IRS<br>Employer<br><br> <br>Identification No.)
380 Lackawanna Place, South Orange, New Jersey 07079<br><br> (Address of principal executive offices, including ZIP code)
---
(201) 343-5202<br><br> (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 January 11, 2023, Nephros, Inc. (the “Company”) issued a press release in which it disclosed preliminary fourth quarter and fiscal year 2022 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 January 11, 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:<br> January 11, 2023	By:	/s/ Andrew Astor
		Andrew<br> Astor
		Chief<br> Executive Officer

---

---

---

Exhibit99.1

Nephros, Inc. 380 Lackawanna Place<br><br> South Orange NJ 07079<br><br> Call: 201 343 5202<br><br> <br>nephros.com

Nephros Announces Preliminary Results for Fourth Quarter and Fiscal Year 2022

Fourth Quarter Net Revenue of $2.6 Million; Full-Year Net Revenue of $10.0 Million;

Active Customer Sites Continue to Climb

SOUTH ORANGE, NJ, January 11, 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 fourth quarter and fiscal year ended December 31, 2022.

Net revenue for the quarter ended December 31, 2022 is expected to be approximately $2.6 million, a 6% quarter-over-quarter increase and a 6% decrease from the quarter ended December 31, 2021. Full-year 2022 net revenue is expected to be approximately $10.0 million, a 2% decrease over 2021.

“Nephros certainly faced some headwinds in 2022, but we ended the year on a strong positive note, with sequential revenue growth, record Active Customer Sites (ACS), and significantly improved net cash flow,” said Andy Astor, President and Chief Executive Officer. “Quarter-over-quarter revenue increased 6% in the fourth quarter, ACS increased to a new record of 1,394, and our net cash flow for the second half of the year was approximately negative $500,000, compared to negative $2.9 million in the first half.”

Nephros ended the fourth quarter with approximately $3.6 million in cash on a consolidated basis.

The company will announce its fourth quarter and fiscal 2022 results on Wednesday, March 8, 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.

| 1 |

| --- |

---

Nephros, Inc. 380 Lackawanna Place<br><br> South Orange NJ 07079<br><br> Call: 201 343 5202<br><br> <br>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 and year ended December 31, 2022, expected future revenue 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, changes in business, Nephros’ ability to further develop its sales organization, inflationary factors and other economic and competitive conditions, the availability of capital when needed, dependence on third-party manufacturers and researchers, 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****ksmith@pcgadvisory.com

Andy Astor, CEO

Nephros, Inc.

(201) 343-5202 x120

andy.astor@nephros.com

| 2 |

| --- |