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
Date
of Report (Date of earliest event reported): July 8, 2019
NEPHROS,
INC.
(Exact
name of Registrant as Specified in its Charter)
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Delaware
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001-32288
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13-3971809
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(State
or other jurisdiction of incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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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:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act: None.
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. [ ]
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Item
2.02.
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Results
of Operations and Financial Condition.
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On July 9, 2019, Nephros, Inc. (the “Company”)
issued a press release in which it disclosed its preliminary second quarter of fiscal year 2019 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.
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Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On
July 30, 2018, the stockholders of the Company authorized the Company’s Board of Directors
(the “Board”) to effect a reverse split of Company common stock at a ratio not to exceed 1-for-15, with the exact
ratio to be determined by the Board. On May 22, 2019, the Board formally authorized a 1-for-9 reverse stock split and approved
an amendment to the Company’s Certificate of Incorporation (the “Amendment”) to effect the 1-for-9 reverse split
of the Company’s common stock, effective as of 5:30 p.m. ET on July 9, 2019. The Amendment was filed with the Secretary
of State of the State of Delaware on July 8, 2019. A copy of the Amendment is filed as Exhibit 3.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
On
July 9, 2019, the Company issued a press release announcing the approval of the 1-for-9 reverse split of the Company’s
common stock, effective as of 5:30 p.m. ET on July 9, 2019. A copy of this press release is filed as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits.
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.
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Nephros,
Inc.
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Dated:
July 9, 2019
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By:
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/s/
Daron Evans
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Daron
Evans
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Chief
Executive Officer
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CERTIFICATE
OF AMENDMENT
OF
THE
FOURTH
AMENDED AND RESTATED
CERTIFICATE
OF INCORPORATION
OF
NEPHROS,
INC.
Pursuant
to Section 242 of the General
Corporation
Law of the State of Delaware
It
is hereby certified that:
FIRST:
The original Certificate of Incorporation of Nephros, Inc. was filed with the Secretary of State of the State of Delaware
on April 3, 1997, and was amended and restated on June 24, 2005 (the “Certificate of Incorporation”).
SECOND:
The Certificate of Incorporation is hereby amended by deleting the text of Article IV, Section 2 in its entirety and replacing
it with the following:
“
Section
2. Capital Stock.
The total number of shares of all classes of stock that the Corporation shall have authority to issue is
Forty-Five Million (45,000,000) shares consisting of: Forty Million (40,000,000) shares of common stock, $0.001 par value per
share (“Common Stock”); and Five Million (5,000,000) shares of preferred stock, $0.001 par value per share (“Undesignated
Preferred Stock”).
(a)
Upon the effectiveness (the “Effective Time”) of this Certificate of Amendment pursuant to Section 242 of the General
Corporation Law of the State of Delaware, every nine (9) shares of Common Stock of the Corporation issued and outstanding immediately
prior to the Effective Time (“Old Common Stock”) shall automatically be combined, without any action on the part of
the holder thereof, into one (1) share of fully paid and nonassessable Common Stock of the Corporation (“New Common Stock”),
subject to the treatment of fractional shares interests described as follows. No fractional shares of Common Stock shall be issued.
No stockholder of the Corporation shall transfer any fractional shares of Common Stock. The Corporation shall not recognize on
its stock record books any purported transfer of any fractional share of Common Stock. A holder of Old Common Stock at the Effective
Time who would otherwise be entitled to a fraction of a share of New Common Stock shall, in lieu thereof, be entitled to receive
a cash payment in an amount equal to the fraction to which the holder would otherwise be entitled multiplied by the last reported
per share sale price of the Old Common Stock on the day immediately prior to the Effective Time, as reported on an over-the-counter
market quotation system (or if such price is not available, then such other price as determined by the Board of Directors) and
as appropriately adjusted for such combination.
(b)
Subject to any limitations set forth elsewhere in this Certificate of Incorporation, the shares of Undesignated Preferred Stock
may be issued from time to time in one or more series. Subject to any limitations set forth elsewhere in this Certificate of Incorporation,
the Board of Directors is hereby authorized, by adopting appropriate resolutions and causing one or more certificates of amendment
to be signed, verified and delivered in accordance with the DGCL, to establish from time to time the number of shares to be included
in such series, and to fix the powers, preferences and rights of, and the qualifications, limitations and restrictions granted
to and imposed upon such Undesignated Preferred Stock. Such powers, preferences and rights of, and the qualifications, limitations
and restrictions granted to and imposed upon such Undesignated Preferred Stock may include, but are not limited to, the fixing
or alteration of the dividend rights, dividend rate, conversion rights, exchange rights, voting rights, rights and terms of redemption
(including sinking fund provisions), the redemption price or prices, and the liquidation preferences of any wholly unissued series
of shares of Undesignated Preferred Stock, or any of them. In accordance with the authority hereby granted, the Board may increase
or decrease the number of shares of any series of preferred stock, whether or not such preferred stock then constitutes Undesignated
Preferred Stock, subsequent to the issuance of shares of that series; provided that any such increase shall be no greater than
the total number of authorized shares of Undesignated Preferred Stock at such time, and no such decrease shall result in the number
of authorized shares of such series being fewer than the number then outstanding. In case the number of shares of any series of
preferred stock, other than Undesignated Preferred Stock, shall be so decreased, the shares constituting such decrease shall become
Additional Undesignated Preferred Stock. Any shares of a series of preferred stock, which is designated pursuant to this clause
(ii), that were issued but, thereafter, are no longer outstanding shall not resume the status of authorized and unissued shares
of such series, but shall instead become authorized and unissued shares of Additional Undesignated Preferred Stock. Except as
may otherwise be required by law or this Certificate of Incorporation, the terms of any series of Undesignated Preferred Stock
may be amended without the consent of the holders of any other series of the Corporation’s preferred stock, or Common Stock.
THIRD
:
That this amendment to the Certificate of Incorporation shall be effective as of 5:30 p.m. ET on July 9, 2019.
FOURTH:
This amendment to the Certificate of Incorporation has been duly adopted in accordance with Section 242 of the General Corporation
Law of the State of Delaware.
[Signature
on following page.]
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its President, as of July 8, 2019.
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NEPHROS,
INC.
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By:
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/s/
Daron Evans
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Name:
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Daron Evans
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Title:
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President
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Nephros
Announces Preliminary Financial Results
for Second Quarter 2019 and Reverse Stock Split
Anticipates
$2.3 Million Net Revenue; 70% Growth Over Prior Year
Reiterates Full-Year 2019 Revenue Guidance
SOUTH
ORANGE, NJ, July 9, 2019 – Nephros, Inc. (OTCQB: NEPH), a commercial-stage company that develops and sells high performance
water purification products to the medical device and commercial markets, today announced preliminary financial results for the
quarter ended June 30, 2019. The Company also announced that its Board of Directors has approved a one-for-nine reverse stock
split of its common stock that will be effective at 5:30pm Eastern Daylight Time today.
Net
revenues are expected to be approximately $2.3 million, an increase of 70% compared to the quarter ended June 30, 2018. Product
revenues increased 90% over the same period.
“We
are pleased with the preliminary results of the second quarter of 2019 and reiterate our previous guidance for full-year revenue
of $8.5 to $9.5 million in 2019,” said Daron Evans, President and CEO of Nephros. “
The
reverse stock split is being effected as a part of our previously stated plan to uplist to a national stock exchange
.
With our consistent growth trajectory and additional growth initiatives, we believe that the Company’s value may be better
reflected by having the Company’s stock listed on a national stock exchange and we continue to work on our plan to obtain
that listing.”
The
Company expects that, beginning with the opening of trading on July 10, 2019, the Company’s common stock will trade on the
OTCQB Market on a split-adjusted basis under the new CUSIP number 640671400. The Company’s common stock will continue to
trade under the symbol “NEPH.”
Details
of the Reverse Stock Split
The
reverse stock split affects all issued and outstanding shares of the Company’s common stock, as well as the number of shares
of common stock available for issuance under the Company’s equity incentive plan. In addition, the reverse stock split reduces
the number of shares of common stock issuable upon the exercise of stock options or warrants outstanding immediately prior to
the reverse stock split. The par value of the Company’s common stock will remain unchanged at $0.001 per share after the
reverse stock split.
The
reverse stock split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the
Company’s equity, except to the extent that the reverse stock split results in certain stockholders owning a fractional
share as described below.
The
reverse stock split will reduce the number of shares of common stock issued and outstanding from approximately 69.06 million to
approximately 7.67 million. Concurrently, the authorized number of shares of common stock will be set at 40 million, while the
authorized number of shares of preferred stock will remain at 5 million.
No
fractional shares will be issued in connection with the reverse stock split. Stockholders who would otherwise be entitled to receive
a fractional share will instead receive a cash payment based on the closing sales price of the Company’s common stock on
July 9, 2019.
V
Stock Transfer LLC is acting as the exchange agent and transfer agent for the reverse stock split. V Stock will provide instructions
to stockholders with physical certificates regarding the optional process for exchanging their pre-split stock certificates for
post-split stock certificates and receiving payment for any fractional shares. Additional information regarding the reverse stock
split can be found in the Company’s definitive information statement filed with the Securities and Exchange Commission on
August 22, 2018.
About
Nephros, Inc.
Nephros
is a commercial stage company that develops and sells high performance water purification products to the medical device 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 added removal of endotoxins
and other biological contaminants from the 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-Looking
Statements
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 second quarter ended June 30, 2019 and the fiscal year ending December 31,
2019, its anticipated revenue trends, its plans for reverse-splitting its common stock and uplisting to a national stock exchange,
the timing of any such developments, 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, delays in integrating Biocon,
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, 2018. Nephros does not undertake any responsibility to update the forward-looking statements in this release.
Contact:
Investor
Relations Contact:
Andy
Astor, COO & CFO
Nephros,
Inc.
andy@nephros.com
(201)
345-0824