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): August 13, 2020
NEPHROS,INC.
(Exact name of Registrant as Specified in its Charter)
| Delaware<br><br> <br>(State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | 001-32288<br><br> <br>(Commission<br><br> <br>File<br> Number) | 13-3971809<br><br> <br>(IRS<br> Employer<br><br> <br>Identification<br> No.) |
|---|---|---|
| 380 Lackawanna Place, South Orange, New Jersey 07079<br><br> <br>(Address<br> of principal executive offices, including ZIP code) | ||
| --- | ||
| (201) 343-5202<br><br> <br>(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<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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
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On August 13, 2020, Nephros, Inc. (the “Company”) appointed Andrew Astor as its President and Chief Executive Officer, effective August 24, 2020. Mr. Astor is currently the Company’s Chief Financial Officer and Chief Operating Officer and he will serve as both the Chief Executive Officer and Chief Financial Officer until a new Chief Financial Officer is hired. The Chief Operating Officer position will remain vacant as of August 24, 2020. Mr. Astor will also join the Company’s Board of Directors as a Class III director effective August 24, 2020.
Mr. Astor, age 63, joined as the Company’s Chief Financial Officer in February 2017 and was appointed to the additional position of Chief Operating Officer in December 2018. Prior to joining the Company, he was employed as President and Chief Financial Officer at Open Source Consulting Group, a growth stage services firm. Previously, he was a Managing Director at Synechron, a global consulting organization, from 2013 to 2015. From 2009 to 2013, he served as Vice President at Asurion, a large, privately held insurance company. Mr. Astor was co-founder of the software company EnterpriseDB and served as its CEO from 2004 to 2008. Mr. Astor was Vice President at webMethods, a software firm, from 2002 to 2004 and Vice President at Dun & Bradstreet from 1998 to 2001. Prior to 1998, Mr. Astor held various roles at American Management Systems, SHL/MCI Systemhouse, and Ernst & Young. Mr. Astor received his Bachelor of Arts in Mathematics from Clark University, and his M.B.A. from The Wharton School at the University of Pennsylvania.
Mr. Astor was not appointed pursuant to any arrangement or understanding with any person, and Mr. Astor does not have any family relationships with any directors or executive officers of the Company. Except as previously disclosed in the Company’s proxy statement filed April 8, 2020, which is incorporated herein by reference, Mr. Astor has not had a direct or indirect material interest in any transaction with the Company since January 1, 2018, nor is any such transaction currently proposed, that would be reportable under Item 404(a) of Regulation S-K.
Mr. Astor will receive an initial base salary of $325,000 effective August 24, 2020. He will also be eligible for an annual performance bonus targeted at 30% of his annualized base salary, based primarily on Company performance and other performance objectives established by the Board of Directors. In addition, on August 24, 2020, Mr. Astor will be granted a 10-year stock option to purchase an aggregate of 152,064 shares of the Company’s common stock pursuant to the Company’s 2015 Equity Incentive Plan. The option will be exercisable at a price per share equal to the closing price of the Company’s common stock on August 24, 2020. Mr. Astor’s right to purchase the shares will vest and become exercisable, subject to his continued employment, as to 25% of the shares on the first anniversary of the grant date, and the remaining 75% of the shares subject to the option will vest and become exercisable in twelve approximately equal quarterly installments. The Company intends to enter into an employment agreement with Mr. Astor memorializing these terms. This employment agreement will also provide that if the Company terminates Mr. Astor without “cause” or Mr. Astor resigns for “good reason”, then he will be entitled to twelve months base salary and six months of health benefits.
Effective on August 24, 2020, Daron Evans will step down as the Company’s President and Chief Executive Officer and from the Company’s Board of Directors. Mr. Evans’s decision to resign was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Evans will remain as Chief Executive Officer of Specialty Renal Products, Inc., a subsidiary of the Company, and is expected to provide services to the Company from time to time as a special advisor.
A copy of the Company’s press release announcing these executive changes is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d)Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Nephros, Inc. Press Release, dated August 14, 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> August 14, 2020 | By: | /s/ Andrew Astor |
| Andrew<br> Astor | ||
| Chief<br> Financial Officer |
Exhibit99.1
NephrosNames Andy Astor President and Chief Executive Officer
DaronEvans to Remain Senior Science Advisor and CEO of Specialty Renal Products
SOUTH ORANGE, NJ, August 14, 2020 – Nephros, Inc. (Nasdaq:NEPH), a commercial-stage company that develops and sells water purification products and pathogen detection systems to the medical and commercial markets, today announced that Andy Astor, currently the company’s Chief Operating Officer and Chief Financial Officer, has been named President and CEO, effective August 24, 2020. Mr. Astor was also elected to Nephros’s board of directors.
Daron Evans, Nephros’s current President and CEO will remain with the company as a special advisor focused on the pathogen detection and dialysis businesses. Mr. Evans will also continue as CEO of Specialty Renal Products (“SRP”), a Nephros subsidiary. As part of the transition, Mr. Evans will step down from Nephros’s board of directors.
“I am very pleased to announce Andy’s promotion to President and CEO,” said Mr. Evans. “Since joining the company in 2017, Andy has been instrumental to our success in growing revenues four-fold. Driven by an intense focus on serving our customers and strategic partners, Andy has led the development of operational and financial systems, built strong relationships with the investor community, raised the capital we needed, spearheaded the acquisition of the Aether™ filter brand, driven high-talent recruitment, and built a strong team-based organization and culture.”
Mr. Evans continued, “Going forward, Andy and I will continue to partner closely to build on this foundation and to drive the success of both Nephros and SRP. Although I have decided to transition to a reduced time commitment for personal reasons, I have had the privilege to lead the company for over five years, and I remain fully committed to Nephros’ success.”
“We congratulate Andy on this promotion, and it is a pleasure to welcome him to the board of directors,” said Paul Mieyal of Wexford Capital and board member of Nephros. “Over the past three years, he has demonstrated a deep commitment to the company, along with the acumen required to lead Nephros from early-stage to commercial-stage and beyond.”
“It is an honor to be asked to lead this organization,” said Andy Astor. “We have built a strong growth platform for the future, including deep relationships with many of the country’s leading water quality professionals. With more than 1,100 active customer sites using Nephros products to protect people from waterborne pathogens with our filtration and detection solutions, I am very pleased to take on this leadership role as we continue the company’s momentum and progress.”
AboutNephros:
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 aid in infection control for 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 and SequaPath systems, provide near-real time information on bacterial genera, waterborne bacteria, and viruses to medical and water safety professionals. These products integrate Nephros ultrafilters with DNA sequencing and quantitative polymerase chain reaction (qPCR) technology.
Nephros commercial filters, including AETHER™ brand filters, improve the taste and odor of water, and reduce 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 management transition; and other statements that are not historical facts, including statements which 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’ 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.
Contacts:
InvestorRelations
Kirin Smith, President
PCG Advisory, Inc.
(646) 863-6519
www.pcgadvisory.com
MediaRelations
Bill Douglass
Gotham Communications, LLC
(646) 504-0890
www.gothamcomm.com
Company
Andy Astor, COO & CFO
Nephros, Inc.
(201) 345-0824
www.nephros.com