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): October 4, 2022

NEPHROS, INC.

(Exact name of Registrant as Specified in its Charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

On October 4, 2022, Nephros, Inc. (the “Company”) entered into an Agreement for Purchase and Sale of Assets (the “Purchase Agreement”) with BWSI, LLC (“BWSI”), pursuant to which the Company agreed to sell, and BWSI agreed to purchase, substantially all of the assets relating to the Company’s Pathogen Detection Systems line of business (the “PDS Business”). The Purchase Agreement provides that the closing of the transactions contemplated thereby (the “Closing”) shall occur on November 18, 2022, or at such other time as the parties may mutually agree in writing.

Under the terms of the Purchase Agreement, BWSI will make a nominal cash payment at the Closing and will assume certain liabilities of the PDS Business from and after the date of Closing. Additionally, for a period of seven years commencing January 1, 2023 and ending December 31, 2029, BWSI will pay the Company an annual royalty equal to a specified percentage of gross margin received by BWSI from each of the sale and licensing of products developed by the PDS Business.

The Purchase Agreement contains customary representations and warranties and includes covenants by the Company not to compete with BWSI with respect to the PDS Business or solicit any customer, employee, independent contractor or agent of BWSI for a period of seven years following the Closing.

The foregoing summary of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, a copy of which will be filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

On October 11, 2022, the Company issued a press release in which it disclosed preliminary third quarter 2022 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.

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.