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

 

Date of Report (Date of earliest event reported): February 8, 2019

 

NEPHROS, INC.

(Exact name of Registrant as Specified in its Charter)

 

Delaware   001-32288   13-3971809

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

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)

 

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 pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[  ] Pre-commencement 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. [  ]

 

 

 

     

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On February 8, 2019, the Board of Directors (the “Board”) of Nephros, Inc. (the “Company”) appointed Alisa Lask as a director of the Company.

 

Ms. Lask was not appointed to the Board pursuant to any arrangement or understanding between her and any other person. Ms. Lask has not been a party to, nor has she had a direct or indirect material interest in, any transaction with the Company during the current or preceding fiscal year. The Company will provide Ms. Lask 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. Additionally, Ms. Lask received a grant of a options to purchase 70,817 shares, 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 exercise price per share is equal to $0.58, the fair market value price per share of Company common stock on February 8, 2019 and these options will vest 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 Ms. Lask is attached hereto as Exhibit 99.1.

 

Additionally, on February 8, 2019, Moshe Pinto notified the Company that he will retire as a member of the Board, effective immediately. Mr. Pinto’s decision to retire was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

Item 9.01. Financial Statements and Exhibits.
   
(d) Exhibits

 

Exhibit No.

 

Description

     
99.1   Press Release dated February 11, 2019.

 

     

 

 

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: February 13, 2019 By: /s/ Andrew Astor
    Andrew Astor
    Chief Financial Officer

 

     

 

 

 

Nephros, Inc.

380 Lackawanna Place

South Orange, NJ 07079

T: 201. 343. 5202

F: 201. 343. 5207

www.nephros.com

 

PRESS RELEASE

 

Nephros Appoints Alisa Lask to its Board of Directors

 

SOUTH ORANGE, NJ, February 11, 2018 – Nephros, Inc. (OTCQB: NEPH), a commercial stage medical device company that develops and sells high performance liquid purification ultrafilters, today announced the appointment of Alisa Lask to its Board of Directors. Additionally, Moshe Pinto has resigned from the Nephros Board of Directors to focus his activities on the Board of Directors of Specialty Renal Products, Inc., Nephros’ majority-owned subsidiary developing a second generation hemodiafiltration device.

 

“We are pleased to welcome Alisa to our board,” said Daron Evans, CEO of Nephros. “She possesses a depth of sales and marketing experience that will be invaluable as we continue to grow our commercial operations. Our strategic initiatives include increasing penetration into our current markets, launching our current products into new markets, and opportunistically considering product or company expansion, such as our recent acquisition of Biocon. Alisa will contribute valuable strategic and tactical guidance for these initiatives. We thank Moshe for his past service to the Nephros board and look forward to his continuing interaction on the SRP board.”

 

“I am excited to join Nephros at this robust time in its business cycle,” said Alisa Lask. “Nephros’ impressive momentum positions it well for sustained growth in its medical device markets as it expands into non-medical markets. These activities will require different, but overlapping, sales and marketing strategies, and I look forward to contributing as a board member as the Nephros management team drives the company to the next level.”

 

Ms. Lask is currently Vice President & General Manager at Galderma, a Nestle Skin Health company. She oversees the franchise of pharmaceutical, medical device injectable brands, and cosmeceutical skincare products. Previously, Mrs. Lask was Senior Director of Global Strategic Marketing at Allergan, Vice President, Global Strategic Marketing at Zimmer Biomet, and spent 10 years at Eli Lilly in a number of positions of increasing responsibility, with her final role as Director, Global Neuroscience. Ms. Lask received her M.B.A. from the University of Michigan in Marketing and her B.A. in Marketing and Finance from Miami University of Ohio.

 

     
 

 

About Nephros, Inc.

 

Nephros is a commercial stage medical device company that develops and sells high performance liquid purification filters, known as ultrafilters. Nephros ultrafilters are primarily used in hospitals and medical clinics for added protection in retaining bacteria (e.g., Legionella, Pseudomonas), viruses, and endotoxins 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 added removal of biological contaminants from the water and bicarbonate concentrate supplied to hemodialysis machines and the patients.

 

For more information about Nephros, please visit the company’s website at www.nephros.com.

 

Forward-Looking Statements

 

This release contains forward-looking statements that are subject to various risks and uncertainties. Such statements include statements regarding Nephros’s ability to increase penetration into its current markets, its ability to launch products into new markets, whether it will acquire new products or businesses, 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 uncertainty in clinical outcomes, potential delays in the regulatory approval process, changes in business, economic and competitive conditions, the availability of capital when needed, dependence on third party manufacturers and researchers, regulatory reforms, uncertainties in litigation or investigative proceedings, and the availability of financing. 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, 2017. Nephros does not undertake any responsibility to update the forward-looking statements in this release.

 

Contact:

 

Investor Relations Contact:

Andy Astor

COO/CFO, Nephros

andy@nephros.com

(201) 345-0824