SEC Form 8-K filed by Nephros Inc.

 

 

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): May 23, 2024

 

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))

 

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.

 

On May 23, 2024, Nephros, Inc. (the “Company”) held its 2024 Annual Meeting of the Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (the “Stockholders”) approved the Nephros, Inc. 2024 Equity Incentive Plan (the “2024 Plan”).

 

A description of the material terms of the 2024 Plan is set forth in the Company’s definitive proxy statement relating to the Annual Meeting filed with the Securities and Exchange Commission on April 12, 2024. The 2024 Plan is attached hereto as Exhibit 10.1 and incorporated by reference herein.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

At the Annual Meeting:

 

	1.	Stockholders elected to the Company’s Board of Directors two nominees, Arthur H. Amron and Oliver Spandow, to each serve a three-year term expiring in 2027;
	2.	Stockholders ratified the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024;
	3.	Stockholders approved the 2024 Plan; and
	4.	Stockholders approved the compensation of the Company’s named executive officers on an advisory (non-binding) basis.

 

The voting results for each such matter were as follows:

 

1.

Election of Directors:

 

Nominee:		For:		Withheld:		Broker Non-Votes:
Arthur H. Amron		6,860,037		41,693		1,668,208
Oliver Spandow		6,690,864		210,866		1,668,208

 

2.

Ratification of the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:

 

For:		Against:		Abstain:		Broker Non-Votes
8,545,420		21,330		3,188		0

 

3.

Approval of the 2024 Plan:

 

For:		Against:		Abstain:		Broker Non-Votes
6,498,286		383,807		19,637		1,668,208

 

4.

Approval of the compensation of the Company’s named executive officers on an advisory (non-binding) basis:

 

For:		Against:		Abstain:		Broker Non-Votes
6,832,340		62,907		6,483		1,668,208

 

Item 9.01.

Financial Statements and Exhibits

 

(d)

Exhibits

 

Exhibit No.		Description
10.1		Nephros, Inc. 2024 Equity Incentive Plan.
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: May 24, 2024	By:	/s/ Judy Krandel
		Judy Krandel
		Chief Financial Officer