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): April 2, 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 2.02. | Results of Operations and Financial Condition. |
|---|
On April 2, 2020, Nephros, Inc. (the “Company”) issued a press release in which it disclosed its preliminary first quarter 2020 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 April 2, 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> April 2, 2020 | By: | /s/ Andrew Astor |
| Andrew<br> Astor | ||
| Chief<br> Financial Officer |
Exhibit99.1
NephrosAnnounces Preliminary Financial Results for First Quarter 2020
Anticipates$2.6 Million Net Revenues, Approximately 45% Growth Over 2019
SOUTH ORANGE, NJ, April 2, 2020 – Nephros, Inc. (Nasdaq: NEPH), a commercial-stage company that develops and sells high performance water purification products and pathogen detection systems to the medical and commercial markets, today announced preliminary financial results for the quarter ended March 31, 2020.
Net revenues are expected to be $2.6 million, an increase of approximately 45% compared to the quarter ended March 31, 2019.
“In this unprecedented time of crisis, we are pleased that the company’s growth continued in the first quarter,” said Daron Evans, President and CEO of Nephros. “These results represent our 15^th^ consecutive quarter of year-on-year sales growth, with a current average of 62%. While the coronavirus pandemic adds uncertainty and risk to all companies, we have seen continued demand for our products and believe we are well-positioned for continued growth through this difficult time and beyond.”
Given the uncertainties around the coronavirus pandemic and its potential impacts on our business, both positive and negative, we are withdrawing our previous revenue guidance for 2020. Potential positive impacts include increased demand for both our water filters that help protect patients from waterborne pathogens, including bacteria and viruses, and PluraPath™, our recently launched real-time, field-based pathogen detection system. Potential negative impacts include possible interruptions to our supply chain and delays in new customer acquisition activities.
Nephros ended the quarter with approximately $8.9 million in cash on a consolidated basis.
AboutNephros
Nephros is a commercial-stage company that develops and sells high performance water purification products to the medical and commercial markets. Nephros ultrafilters are primarily used in hospitals and medical clinics for added protection in retaining bacteria (e.g., Legionella, Pseudomonas) and viruses from water, providing barriers that assist in improving infection control in showers, sinks, and ice machines. Additionally, Nephros ultrafilters are used by dialysis centers for assisting in the removal of endotoxins and other biological contaminants from water and bicarbonate concentrate supplied to hemodialysis machines and patients.
Nephros filters, including AETHER™ brand filters, improve the taste and odor of water and reduce biofilm, bacteria, and scale build-up in downstream equipment. 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.
Forward-LookingStatements
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 ended March 31, 2020, the anticipated impact of the coronavirus pandemic, 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 changes in business, economic and competitive conditions, and the availability of financing or other capital when needed. These and other risks and uncertainties are detailed in Nephros’s reports filed with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2019. Nephros does not undertake any responsibility to update the forward-looking statements in this release.
InvestorRelations Contact:
Kirin Smith, President
PCG Advisory, Inc.
(646) 863-6519
ksmith@pcgadvisory.com
MediaContact:
Bill Douglass
Gotham Communications, LLC
(646) 504-0890
bill@gothamcomm.com
CompanyContact:
Andy Astor, COO & CFO
Nephros, Inc.
(201) 345-0824
andy@nephros.com