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): June 16, 2025

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.)
380 Lackawanna Place, South Orange, New Jersey 07079
---
(Address<br> of principal executive offices, including ZIP code)
(201) 343-5202
---
(Registrant’s<br> 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<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications<br> 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. ☐

Item 5.07.	Submission of Matters to a Vote of Security Holders.

On June 16, 2025, Nephros, Inc. (the “Company”) held its 2025 Annual Meeting of the Stockholders (the “Annual Meeting”). At the Annual Meeting:

1.	Stockholders<br> elected to the Company’s Board of Directors one nominee, Lisa Nettis, to serve a three-year term expiring in 2028;
2.	Stockholders<br> ratified the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal<br> year ending December 31, 2025; and
3.	Stockholders<br> approved the compensation of the Company’s named executive officers on an advisory (non-binding) basis.

The voting results for each such matter were as follows:

1.	Election<br> of Director:
Nominee:	For:	Withheld:	Broker<br> Non-Votes:
---	---	---	---
Lisa Nettis	6,066,124	84,178	2,654,001
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, 2025:
---	---
For:	Against:	Abstain:	Broker<br> Non-Votes
---	---	---	---
8,663,982	137,516	2,805	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
---	---	---	---
6,078,954	41,762	29,586	2,654,001

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> June 16, 2025	By:	/s/ Judy Krandel
		Judy<br> Krandel
		Chief<br> Financial Officer