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): May 11, 2020
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. [ ]
| Item 7.01. | Regulation FD Disclosure. |
|---|
On May 11, 2020, Nephros, Inc. (the “Company”) announced that, due to the public health impact of the coronavirus outbreak (COVID-19), its Annual Meeting of Stockholders (the “Annual Meeting”), to be held on Thursday, May 21, 2020 at 9:00 a.m., EDT, has been changed to a virtual meeting. Stockholders will not be able to attend the Annual Meeting in person this year.
A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
| (d) | Exhibits |
|---|---|
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Nephros,<br> Inc. Press Release, dated May 11, 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> May 11, 2020 | By: | /s/ Andrew Astor |
| Andrew<br> Astor | ||
| Chief<br> Financial Officer |
Exhibit 99.1
Nephros,Inc. to Hold Virtual Annual Meeting of Stockholders
Executives to Present Business Overviews
SOUTH ORANGE, NJ, May 11, 2020 – Nephros, Inc. (Nasdaq: NEPH) announced today that, due to the public health concerns associated with the ongoing coronavirus outbreak and to support the health and well-being of its stockholders, employees, and other partners, the location of the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of Nephros, Inc. (the “Company”) has been changed. The Annual Meeting will be held by webcast at virtualshareholdermeeting.com/NEPH2020. Stockholders will not be able to attend the Annual Meeting in person. The previously announced date and time of the Annual Meeting, which is May 21, 2020 at 9:00 a.m. (Eastern Time) will not change.
After the business portion of the Annual Meeting concludes, management will present overviews of the Company’s business, including updates on each business segment, followed by a Q&A session during which management will answer questions submitted that are pertinent to the Company, as time permits. Stockholders may submit questions at virtualshareholdermeeting.com/NEPH2020 during the virtual Annual Meeting. Questions and answers will be grouped by topic, and substantially similar questions will be answered only once.
As described in the proxy materials previously distributed in connection with the Annual Meeting, stockholders of record of the Company’s common stock as of the close of business on March 25, 2020 are entitled to participate in the Annual Meeting. Stockholders are strongly encouraged to vote prior to the Annual Meeting at proxyvote.com using the procedures described in the proxy materials.
To attend, vote and participate during the virtual Annual Meeting, a stockholder will need to log in to virtualshareholdermeeting.com/NEPH2020 using, (i) for stockholders who own their shares directly in their own name, the control number found on the stockholder’s proxy card, voting instruction form or the notice previously received, or (ii) for holders who own shares in street name through a brokerage firm or bank, the control number provided by the stockholder’s brokerage firm or bank on the voting instruction card or similar document distributed to the stockholder. Stockholders may vote during the virtual Annual Meeting by following the instructions available on the website during the meeting.
The Company intends that stockholders in attendance at the virtual Annual Meeting will be afforded the same rights and opportunities to participate as they would have at an in-person meeting. Stockholders who do not have a control number may log in as a guest, although such stockholders will not be able to vote during the virtual Annual Meeting. Non-stockholders may also join the virtual Annual Meeting as guests.
AboutNephros, Inc.
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 assist in improving infection control in 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™ system, provide real-time data on waterborne bacteria and virus content to medical and water quality professionals. Our products integrate Nephros ultrafilters with quantitative polymerase chain reaction (qPCR) technology to deliver actionable information within an hour.
Nephros commercial filters, including AETHER™ brand filters, improve the taste and odor of water and reduce bacteria and scale build-up. 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.
Contacts:
InvestorRelations
Kirin Smith, President
PCG Advisory, Inc.
(646) 863-6519
ksmith@pcgadvisory.com
www.pcgadvisory.com
MediaRelations:
Bill Douglass
Gotham Communications, LLC
(646) 504-0890
bill@gothamcomm.com
www.gothamcomm.com
Company:
Andy Astor, COO & CFO
Nephros, Inc.
(201) 345-0824
andy@nephros.com
www.nephros.com