8-K

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 9, 2018

NEPHROS, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware (State or other jurisdiction of incorporation) 001-32288 (Commission File Number) 13-3971809 (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))

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. Results of Operations and Financial Condition.

On July 9, 2018, Nephros, Inc. (the “Company”) issued a press release in which it disclosed its preliminary second quarter 2018 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 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Nephros, Inc. Press Release, dated July 9, 2018.

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: July 12, 2018	By:	/s/ Andrew Astor
		Andrew Astor
		Chief Financial Officer

EX-99.1

 

PRESS RELEASE

Nephros Announces Preliminary Financial Results for Second Quarter 2018

Anticipates 57% Year-over-Year Revenue Growth;

Establishes Specialty Renal Products Subsidiary

SOUTH ORANGE, NJ, July 9, 2018 /PR Newswire-FirstCall/ – Nephros, Inc. (OTCQB: NEPH), a commercial stage medical device company that develops and sells high performance liquid purification ultrafilters and an on-line mid-dilution hemodiafiltration (HDF) system for use with a hemodialysis (HD) machine for the treatment of patients with End Stage Renal Disease (ESRD), today announced preliminary financial results for the second quarter of 2018.

Nephros expects total revenue for the quarter to be approximately $1,350,000, an increase of approximately 57% over the same period in 2017.

“This is our best quarter to date,” said Andy Astor, Chief Financial Officer. “We are continuing to execute on our growth plan, with consistent annual revenue growth rates approximating 50% or more, and we remain confident in our $6 million gross revenue target for 2018.”

Nephros ended the quarter with approximately $3.3 million in cash.

Establishment of Specialty Renal Products, Inc.

Nephros recently formed Specialty Renal Products, Inc. (SRP), a private, wholly-owned subsidiary of Nephros, to develop and commercialize the company’s hemodiafiltration (HDF) system. Nephros will transition the HDF 510(k) clearances, intellectual property, and associated know-how to SRP.

“We are excited about formally revamping our HDF business,” said Daron Evans, Chief Executive Officer. “Over the last year, we have continued to work on a more user-friendly design that we believe will improve the commercial viability of our HDF system. In the coming months, we intend to finalize these design changes. Subject to obtaining dedicated funding, we are aiming to return to the market with our updated HDF system within 18 months.”

About Nephros, Inc.

Nephros is a commercial stage medical device company that develops and sells high performance liquid purification filters (known as ultrafilters), as well as a hemodiafiltration system for the treatment of patients with End Stage Renal Disease. Nephros ultrafilters are used primarily in hospitals and medical clinics to retaining bacteria (e.g., Legionella, Pseudomonas), viruses, and endotoxins from water. These ultrafilters provide barriers that assist in improving infection control in sinks, showers, and ice machines. Additionally, Nephros ultrafilters are used in dialysis centers for assisting in the removal of biological contaminants from the water and bicarbonate concentrate supplied to patients via hemodialysis machines.

For more information about Nephros, please visit the company’s 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 the Company’s expected financial results for the quarter ending June 30, 2018, its expected revenue for the fiscal year ending December 31, 2018, its anticipated investment in, and the continued development and anticipated commercialization of, a second generation HDF system, including its goals for commercialization 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 uncertainty in clinical outcomes, potential delays in the regulatory approval process, changes in business, economic and competitive conditions, the availability of capital when needed, our dependence on third party manufacturers and researchers, regulatory reforms, uncertainties in litigation or investigative proceedings, and the availability of financing. These and other risks and uncertainties are detailed in Nephros Inc.’s reports filed with the U.S. Securities and Exchange Commission, including with respect to Nephros, its Annual Report on Form 10-K for the year ended December 31, 2017. Nephros, Inc. does not undertake any responsibility to update the forward-looking statements in this release.

Contact:

Investor Relations Contact:

Andy Astor

CFO, Nephros

andy@nephros.com

(201) 345-0824