Form 8-K - Current report

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): November 1, 2023

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))

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 stock, $0.001 par value		NEPH		The 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.

Nephros, Inc. (the “Company”) appointed Judy Krandel as its Chief Financial Officer, effective November 1, 2023. Ms. Krandel was not appointed pursuant to any arrangement or understanding with any person, and Ms. Krandel does not have any family relationships with any directors or executive officers of the Company. Ms. Krandel has not had a direct or indirect material interest in any transaction with the Company since January 1, 2021, nor is any such transaction currently proposed, that would be reportable under Item 404(a) of Regulation S-K.

Prior to joining the Company, Ms. Krandel, age 58, most recently served as Chief Financial Officer of Recruiter.com, a position she held from June 2020 to June 2023. From November 2016 to December 2019, she served as Chief Financial Officer, and then Senior Business Development Consultant for Paltalk, Inc. (f/k/a PeerStream, Inc.). From March 2012 to November 2016, Ms. Krandel was the Portfolio Manager for Juniper Investment Company, a small-cap hedge fund. Ms. Krandel spent the earlier part of her career as an equity analyst and portfolio manager focusing on small-cap public equities. She has previously sat on the board of directors of Lincoln First Bancorp, Snap Interactive and Cynergistek in the banking, digital media and healthcare cybersecurity industries. She is a graduate of the Wharton School of Business of the University of Pennsylvania with a degree in finance and the Booth School of Business of the University of Chicago with an M.B.A. in finance and accounting.

Ms. Krandel’s employment with the Company is subject to the terms of a letter agreement dated July 28, 2023 (the “Employment Agreement”). In accordance with the Employment Agreement, Ms. Krandel will receive an initial base salary of $140,000 and will be eligible for an annual performance bonus targeted at 25% of her annualized base salary, based primarily on Company performance and other performance objectives established by the Board of Directors. In addition, pursuant to the Employment Agreement, Ms. Krandel received a 10-year stock option to purchase an aggregate of 122,524 shares of the Company’s common stock as an inducement grant outside the Company’s 2015 Equity Incentive Plan pursuant to Nasdaq Listing Rule 5635(c)(4) (the “Inducement Award”), which option is exercisable at a price per share equal to $1.71, the closing price of the Company’s common stock on November 1, 2023. Ms. Krandel’s right to purchase the shares will vest and become exercisable, subject to her 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 thereafter vest and become exercisable in twelve approximately equal quarterly installments.

The foregoing summaries are qualified in their entirety by reference to the full text of the Employment Agreement and the Inducement Award, copies of which will be filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

On November 1, 2023, in connection with Ms. Krandel’s appointment as Chief Financial Officer, Andrew Astor resigned as the Company’s Chief Financial Officer. The Company and Mr. Astor expect that he will continue his employment with the Company through approximately December 31, 2023, during which time he will devote his time assisting Ms. Krandel in the transition.

A copy of the press release announcing these executive changes is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description
99.1		Nephros, Inc. Press Release, dated November 1, 2023.
104		Cover 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: November 6, 2023	By:	/s/ Robert Banks
		Robert Banks
		Chief Executive Officer

Exhibit 99.1

Nephros, Inc.

380 Lackawanna Place

South Orange NJ 07079

Call: 201 343 5202

nephros.com

Nephros Hires Judy Krandel as Chief Financial Officer

SOUTH ORANGE, NJ, November 1, 2023 – Nephros, Inc. (Nasdaq: NEPH), a leading water technology company providing filtration solutions to the medical and commercial markets, announced the appointment of Judy Krandel as Chief Financial Officer (CFO), effective today. In this role, Ms. Krandel will be responsible for directing the company’s finances and working closely with the Chief Executive Officer (CEO) and Board of Directors to develop and execute Nephros’s long-term strategy.

Ms. Krandel joins the company with an impressive track record in financial leadership and strategic planning. She brings more than 20 years of experience in asset management, investment, operations, financial reporting and oversight, as well as formal accounting expertise.

“We are thrilled to welcome Judy to our team. She has an extensive history leading companies large and small to financial excellence as an officer, a director, and an investor. I am confident in Judy’s ability to lead and oversee our financial operations.” said Robert Banks, President and Chief Executive Officer.

Retiring Chief Financial Officer Andy Astor commented, “With her background as both an investor and an executive, Judy is a superb choice for Nephros. I am delighted to welcome her as my successor, and I believe she will effectively lead Nephros to continued growth and prosperity.”

Regarding her new role, Ms. Krandel shared, “I am honored to come aboard at this exciting time, as Nephros enjoys positive cash flows and growing revenue momentum. I look forward to being a part of the Nephros team and contributing to the shared success of the entire organization, while helping to further the company mission of better water for all.” She continued, “Having tackled some of the most complex financial, regulatory, and governance issues for the companies with which I have been involved, I am well-positioned to add significant value for investors and stakeholders, and drive effective financial strategies.”

Prior to joining Nephros, Ms. Krandel served as the Chief Financial Officer of Recruiter.com, where she worked closely with the CEO to leverage AI and new technology to drive company growth while also building public market capitalization and enterprise value. Additionally, Ms. Krandel was responsible for developing strategies for capital allocation, internal growth, and M&A while at Paltalk, Inc.

Ms. Krandel holds a Bachelor of Science in Finance from the Wharton School and a Master of Business Administration from the University of Chicago Booth School of Business. In addition to previous roles as Chief Financial Officer for two other publicly traded companies, Ms. Krandel has been simultaneously active in multiple corporate and advisory boards.

Inducement Stock Option Grant

Nephros has approved the issuance of an inducement grant to Ms. Krandel, effective upon the commencement of her appointment as Chief Financial Officer, consisting of a 10-year non-qualified stock option to purchase 122,524 shares of the Company’s common stock. The grant was unanimously approved by the Company’s board of directors, including all of its independent directors and was a material inducement to Ms. Krandel’s acceptance of employment with Nephros in accordance with Nasdaq Listing Rule 5635(c)(4) as a component of her employment compensation. The stock option will be equal to the closing sale price of the Company’s common stock as of the close of regular trading today. The inducement grant will vest over a four-year period, with 25% of the shares vesting on November 1, 2024, and the remaining shares thereafter vesting in 12 equal quarterly installments, subject to her continued employment with Nephros through the applicable vesting dates. The inducement grant is subject to the terms and conditions of a stand-alone stock option agreement entered into outside of the Company’s 2015 Equity Incentive Plan.

Nephros, Inc.

380 Lackawanna Place

South Orange NJ 07079

Call: 201 343 5202

nephros.com

About Nephros

Nephros is committed to improving the human relationship with water through leading, accessible technology. We provide innovative water filtration products and services, along with water-quality education, as part of an integrated approach to water safety. Nephros goods serve the needs of customers within the healthcare and commercial markets, offering both proactive and emergency solutions for water management.

For more information about Nephros, please visit 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’ expected future revenue, gross margins, cash flows and expectations on achieving and maintaining positive cash flow and profitability, including the timing thereof, and other future financial performance, 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 inflationary factors and general economic conditions, changes in business and competitive conditions, the availability of capital when needed, dependence on third-party manufacturers, distributors and researchers, and regulatory reforms. 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, 2022, which it may update in Part II, Item 1A – Risk Factors in its Quarterly Reports on Form 10-Q that it has filed or will file hereafter. Nephros does not undertake any responsibility to update the forward-looking statements in this release.

Investor Relations Contacts:

Kirin Smith, President

PCG Advisory, Inc.

(646) 823-8656

ksmith@pcgadvisory.com

Robert Banks, CEO

Nephros, Inc.

(201) 343-5202

robert.banks@nephros.com

Judy Krandel, CFO

Nephros, Inc.

(201) 343-5202

judy.krandel@nephros.com

Cover	Nov. 01, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 01, 2023
Entity File Number	001-32288
Entity Registrant Name	NEPHROS, INC.
Entity Central Index Key	0001196298
Entity Tax Identification Number	13-3971809
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	380 Lackawanna Place
Entity Address, City or Town	South Orange
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07079
City Area Code	201
Local Phone Number	343-5202
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.001 par value
Trading Symbol	NEPH
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false