8-K
Nephros Inc (NEPH)
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): September 6, 2022
NEPHROS,
INC.
(Exact name of Registrant as Specified in its Charter)
| Delaware<br><br> <br>(State<br> or other jurisdiction of<br><br> <br>incorporation) | 001-32288<br><br> (Commission <br><br>File Number) | 13-3971809<br><br> (IRS Employer <br><br>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)
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<br> stock, $0.001 par value | NEPH | The<br> Nasdaq Stock Market LLC |
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)) |
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. ☐
| Item5.02. | Departureof Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
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On September 6, 2022, the Board of Directors (the “Board”) of Nephros, Inc. (the “Company”) appointed Joseph Harris as a director of the Company. Mr. Harris will serve as a Class III Director with a term expiring at the Company’s 2023 Annual Meeting of Stockholders. Mr. Harris was also appointed to the Board’s Audit Committee and its Compensation Committee.
Mr. Harris was not appointed to the Board pursuant to any arrangement or understanding between him and any other person. Mr. Harris has not been a party to, nor has he had a direct or indirect material interest in, any transaction with the Company during the current or preceding fiscal year. The Company will provide Mr. Harris with the standard compensation and indemnification approved for non-employee directors, which consists of a $20,000 annual retainer and $1,500 per meeting for each quarterly Board meeting attended and reimbursement for expenses incurred in connection with serving on the Board, as well as an annual grant of options to purchase a number of shares equal to the product of 0.0006 multiplied by the total number of outstanding shares of common stock of the Company on a fully-diluted basis. In accordance with the Company’s standard compensation for non-employee directors, the Company also granted to Mr. Harris a stock option pursuant to its 2015 Equity Incentive Plan to purchase 13,115 shares of common stock, which is equal to the product of 0.0011 multiplied by the total number of outstanding shares of common stock of the Company on a fully-diluted basis. The per share exercise price applicable to such option is $1.25, which represents the fair market value price per share of Company common stock on September 6, 2022, and this option will vest and be exercisable in three equal installments on each of the date of grant and the first and second anniversaries thereof.
A copy of the Company’s press release announcing the appointment of Mr. Harris is attached hereto as Exhibit 99.1.
| Item 9.01. | FinancialStatements and Exhibits. |
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(d)Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated September 8, 2022. |
| 104 | Cover<br> 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> September 8, 2022 | By: | /s/ Andrew Astor |
| Andrew<br> Astor | ||
| Chief<br> Financial Officer |
Exhibit 99.1
| Nephros, Inc. 380 Lackawanna Place<br><br> South Orange NJ 07079<br><br> Call: 201 343 5202<br><br> <br>nephros.com |
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Nephros Appoints Joe Harris to Its Board of Directors
SOUTH ORANGE, NJ, September 8, 2022 – Nephros, Inc. (Nasdaq: NEPH), a leading water technology company providing filtration and pathogen detection solutions to the medical and commercial markets, today announced the appointment of Joe Harris to its Board of Directors.
“We are excited that Joe is joining our board,” said Andy Astor, President and Chief Executive Officer of Nephros. “He brings years of financial, sales, and marketing acumen to the board, with experience in both large and small healthcare ventures.”
“I am thrilled to join the Nephros board,” said Joe Harris. “I believe Nephros is at an exciting point as they continue to focus on sales momentum and continued growth. With over 20 years of sales management experience in healthcare with large organizations and start-ups, I look forward to helping the company build on its foundation and achieve greater success.”
Joe Harris is currently the Midwest, Sales Director at Murj. Previous positions have included East, Areas Sales Director at HeartFlow, Inc., Midwest Regional Sales Director at BIOTRONIK, and Regional Sales Manager at Boston Scientific. Joe is also a U.S. Army veteran. He received his B.S. in Systems Engineering Economics from the United States Military Academy at West Point, and his MBA in Marketing Finance from the University of Michigan.
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 nephros.com.
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Forward-Looking Statements
Thisrelease contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are providedunder the protection of the safe harbor for forward-looking statements provided by such law. These forward-looking statements are subjectto various risks and uncertainties. Such forward-looking statements include statements regarding Nephros’s expected growth in revenueand financial performance, as well as other statements that are not historical facts. These statements 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 statementsdue to certain factors, including the impact of the ongoing COVID-19 pandemic, changes in business, economic and competitive conditions,Nephros’s ability to obtain market acceptance of its products, the availability of capital when needed, dependence on third-partymanufacturers and researchers, regulatory reforms. These and other risks and uncertainties are detailed in Nephros’s most recentAnnual Report on Form 10-K and such other reports filed with the U.S. Securities and Exchange Commission. Nephros does not undertakeany responsibility to update the forward-looking statements in this release to reflect subsequent events or circumstances.
Investor Relations Contacts:
Kirin Smith, President
PCG Advisory, Inc.
(646) 823-8656
ksmith@pcgadvisory.com
Andy Astor, CEO
Nephros, Inc.
(201) 345-0824
andy.astor@nephros.com
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