Current Report Filing (8-k)
August 05 2020 - 4:22PM
Edgar (US Regulatory)
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): August 4, 2020
NEPHROS,
INC.
(Exact
name of Registrant as Specified in its Charter)
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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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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[ ]
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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:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
stock, $0.001 par value
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NEPH
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The
Nasdaq Stock Market LLC
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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
2.02.
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Results
of Operations and Financial Condition.
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On
August 5, 2020, Nephros, Inc. (the “Company”) issued a press release in which it disclosed its second quarter 2020
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.
Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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On August 4, 2020, the
Board of Directors of the Company approved a new incentive compensation plan for fiscal year 2020 (the “Bonus Plan”).
For the 12-month period ending December 31, 2020, each executive officer is eligible to receive incentive compensation pursuant
to the Bonus Plan based on the Company’s achievement of certain financial and operational goals. Financial goals include
consolidated revenue and EBIDTA, as well as revenue for the Pathogen Detection segment. Operational goals include achievement
of certain performance metrics. Target bonus amounts are weighted 50% for the consolidated revenue goal, 10% for each of the consolidated
EBITDA and Pathogen Detection segment revenue goals, and 10% for each of the operational goals. Target bonus levels as a percentage
of base salary are 30% for the Chief Executive Officer and 25% for the Chief Financial Officer. Depending upon the Company’s
performance against the goals, participants are eligible to earn up to 200% of the target bonus amounts. The Bonus Plan goals
are the same for all of the executive officers.
Item
9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits
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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:
August 5, 2020
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By:
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/s/
Andrew Astor
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Andrew
Astor
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Chief
Financial Officer
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