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): October 8, 2021

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 October 8, 2021, Nephros, Inc. (the “Company”) issued a press release in which it disclosed its preliminary net revenue for the quarter ended September 30, 2021. 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 October 8, 2021.
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: October 8, 2021	By:	/s/ Andrew Astor
		Andrew Astor
		Chief Executive Officer

Exhibit 99.1

Nephros Announces Preliminary Results for Third Quarter of 2021

Anticipates Net Revenue of $2.6 Million, a 24% Year-Over-Year Increase

SOUTH ORANGE, NJ, October 8, 2021 – Nephros, Inc. (Nasdaq: NEPH), a leading water technology company providing filtration and pathogen detection solutions to the medical and commercial markets, today announced preliminary results for the third quarter of 2021.

Net revenue for the quarter ended September 30, 2021 is expected to be approximately $2.6 million, a year-over-year increase of 24%.

“We are quite pleased with these results, especially given the ongoing presence of the COVID-19 Delta variant,” said Andy Astor, President and Chief Executive Officer. “Year-to-date revenue for the nine months ended September 30 was the highest in the company’s history, at approximately $7.6 million, a 22% increase over the same period in 2020. In addition, this was our third consecutive quarter of year-over-year growth, averaging about 25%.”

Mr. Astor continued, “We believe revenue growth will continue to accelerate, returning to pre-pandemic levels in the coming quarters. Our confidence in future growth is further supported by additional, promising results from our Pathogen Detection Systems (PDS) business segment which continued to gain traction this quarter, generating nearly $60,000 in net revenue.”

Nephros ended the third quarter with approximately $7.3 million in cash on a consolidated basis.

The company will announce its third-quarter results on Thursday, November 4, 2021 after market close and host a conference call that same day at 4:30 PM ET.

About Nephros

Nephros, Inc. is a company committed to improving the human relationship with water through leading, accessible technology. We provide innovative filtration and pathogen detection as part of an integrated approach to water safety that combines science, solutions, and support services. Nephros products serve the needs of customers within the healthcare and commercial markets, offering both proactive and emergency responses for water management. For more information about Nephros, please visit www.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’s expected revenue for the quarter and nine months ended September 30, 2021, expected future growth and the timing of such growth, anticipated revenue growth from the PDS segment, 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, 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.

Investor Relations Contacts:

Kirin Smith, President

PCG Advisory, Inc.

(646) 823-8656

[email protected]

Andy Astor, CEO

Nephros, Inc.

(201) 345-0824

[email protected]