8-K 1 form8-k.htm






Washington, D.C. 20549




Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): February 8, 2019



(Exact name of Registrant as Specified in its Charter)


Delaware   001-32288   13-3971809

(State or other jurisdiction

of incorporation)



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)



(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 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On February 8, 2019, the Board of Directors (the “Board”) of Nephros, Inc. (the “Company”) appointed Alisa Lask as a director of the Company.


Ms. Lask was not appointed to the Board pursuant to any arrangement or understanding between her and any other person. Ms. Lask has not been a party to, nor has she had a direct or indirect material interest in, any transaction with the Company during the current or preceding fiscal year. The Company will provide Ms. Lask with the standard compensation and indemnification approved for non-employee directors, which consists of a $20,000 annual retainer and $1,500 per meeting for each quarterly Board meeting attended and reimbursement for expenses incurred in connection with serving on the Board. Additionally, Ms. Lask received a grant of a options to purchase 70,817 shares, which is equal to the product of 0.0011 multiplied by the total number of outstanding shares of common stock of the Company on a fully-diluted basis. The exercise price per share is equal to $0.58, the fair market value price per share of Company common stock on February 8, 2019 and these options will vest in three equal installments on each of the date of grant and the first and second anniversaries thereof.


A copy of the Company’s press release announcing the appointment of Ms. Lask is attached hereto as Exhibit 99.1.


Additionally, on February 8, 2019, Moshe Pinto notified the Company that he will retire as a member of the Board, effective immediately. Mr. Pinto’s decision to retire was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.


Item 9.01.Financial Statements and Exhibits.


Exhibit No.



99.1   Press Release dated February 11, 2019.







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: February 13, 2019 By: /s/ Andrew Astor
    Andrew Astor
    Chief Financial Officer