Statement of Beneficial Ownership (sc 13d)
April 08 2020 - 04:31PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. ___)*
NEPHROS,
INC.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
640671400
(CUSIP
Number)
Daron
Evans
c/o
Nephros, Inc.
380
Lackawanna Place
South
Orange, NJ 07079
(Name,
Address and Telephone Number of Persons Authorized to Receive Notices and Communications)
February
1, 2020
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
NO. 640671400
1
|
NAMES
OF REPORTING PERSONS
Daron
Evans
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
[ ]
(b)
[ ]
|
3
|
SEC USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
PF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
[ ]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
473,064
(1)
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
473,064
(1)
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
473,064
(1)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
[ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1
% (2)
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
(1)
Includes (i) 303,384 shares issuable upon exercise of options; (ii) 11,484 shares issuable upon exercise of warrants; and
(iii) 9,282 shares of unvested restricted stock.
(2)
Calculated based on 9,016,550 shares of Common Stock issued and outstanding as of March 25, 2020.
Item
1.
|
Security
and Issuer
|
(a)
This Schedule 13D relates to the common stock, par value $0.001 per share (the “Common Stock”), of Nephros, Inc.,
a Delaware corporation (the “Issuer”).
(b)
The principal executive offices of the Issuer are located at 380 Lackawanna Place, South Orange, New Jersey 07079.
Item
2.
|
Identity
and Background
|
(a)
The person filing this statement is Daron Evans (the “Reporting Person”).
(b)
The address of the principal place of business of the Reporting Person is 380 Lackawanna Place, South Orange, New Jersey 07079.
(c)
The principal occupation of the Reporting Person is President and CEO of the Issuer.
(d)
The Reporting Person described herein has not, during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e)
The Reporting Person described herein has not, during the last five years, been party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations
with respect to such laws.
(f)
The Reporting Person is a citizen of the United States of America.
Item
3.
|
Source
and Amount of Funds or Other Consideration
|
All
of the Common Stock acquired by the Reporting Persons during the period covered by this Schedule 13D, as listed in Item 5 below,
was acquired in open market purchases for a total of approximately $37,734, using personal funds of the Reporting Person; or as
options to purchase Common Stock or restricted shares of Common Stock granted to the Reporting Person by the Issuer’s Board
of Directors as compensation for the Reporting Person’s service as the Issuer’s President and Chief Executive Officer.
Item
4.
|
Purpose
of Transaction
|
The
Reporting Person acquired the shares of the Common Stock for investment purposes. The Reporting Person is President and Chief
Executive Officer and a member of the Board of Directors of the Issuer. In this capacity, the Reporting Person may be in a position
to influence decisions on any plans or proposals of the type described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
The
Reporting Person may make additional purchases of Common Stock either in the open market or in private transactions, including
shares that may be acquired upon exercise of options or warrants currently held or subsequently acquired, depending on his evaluation
of the Issuer’s business, prospects and financial condition, the market for the Common Stock, other opportunities available
to him, general economic conditions, money and stock market conditions and other future developments. Depending on the same factors,
the Reporting Person may decide in the future to sell all or part of his investment in the Common Stock. The Reporting Person
does not have any plan or proposal to do the foregoing.
Item
5.
|
Interest
in Securities of the Issuer
|
(a)
and (b) The information contained on the cover page to this Schedule 13D is hereby incorporated by reference into this Item
5, as applicable.
(c)
Transactions by the Reporting Person in shares of Common Stock of the Issuer in the sixty days preceding the date of this
Schedule 13D through the date hereof are as follows:
Date
|
|
|
Direct Beneficial Owner
|
|
Type of Activity
|
|
Type of Security
|
|
Number of Shares
|
|
|
Purchase Price or Exercise Price Per Share
|
|
12/16/19
|
|
|
Daron Evans
|
|
Award of Restricted Stock
|
|
Common Stock
|
|
|
9,282
|
|
|
$
|
0
|
|
12/16/19
|
|
|
Daron Evans
|
|
Award of Stock Options to purchase Common Stock
|
|
Common Stock
|
|
|
20,000(1)
|
|
|
$
|
8.57
|
|
2/1/20
|
|
|
Daron Evans
|
|
Vesting of Stock Options to purchase Common Stock
|
|
Common Stock
|
|
|
97,076(2)
|
|
|
$
|
5.40
|
|
3/5/20
|
|
|
Daron Evans
|
|
Open Market Purchase
|
|
Common Stock
|
|
|
2,500
|
|
|
$
|
8.4436(3)
|
|
3/12/20
|
|
|
Daron Evans
|
|
Open Market Purchase
|
|
Common Stock
|
|
|
2,500
|
|
|
$
|
6.65
|
|
(1) Options to purchase 5,000 shares vest on 12/16/20 and options to purchase 15,000 shares vest quarterly in 12 equal amounts commencing on 3/16/21.
(2) The Issuer achieved its pre-determined annual revenue milestones in fiscal year 2019 and options to purchase 97,076 shares vested on 2/1/20.
(3) The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.40 to $8.4567 inclusive.
(d)
No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds of sale of, any
of the Common Stock beneficially owned by the Reporting Person.
(e)
Not applicable.
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
There
are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other
person with respect to any securities of the Issuer.
None
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
April 8, 2020
|
/s/
Daron Evans
|
|
Daron
Evans
|
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