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): September 6, 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)

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

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:

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 September 6, 2022, the Board of Directors (the “Board”) of Nephros, Inc. (the “Company”) appointed Joseph Harris as a director of the Company. Mr. Harris will serve as a Class III Director with a term expiring at the Company’s 2023 Annual Meeting of Stockholders. Mr. Harris was also appointed to the Board’s Audit Committee and its Compensation Committee.

Mr. Harris was not appointed to the Board pursuant to any arrangement or understanding between him and any other person. Mr. Harris has not been a party to, nor has he had a direct or indirect material interest in, any transaction with the Company during the current or preceding fiscal year. The Company will provide Mr. Harris 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, as well as an annual grant of options to purchase a number of shares equal to the product of 0.0006 multiplied by the total number of outstanding shares of common stock of the Company on a fully-diluted basis. In accordance with the Company’s standard compensation for non-employee directors, the Company also granted to Mr. Harris a stock option pursuant to its 2015 Equity Incentive Plan to purchase 13,115 shares of common stock, 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 per share exercise price applicable to such option is $1.25, which represents the fair market value price per share of Company common stock on September 6, 2022, and this option will vest and be exercisable 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 Mr. Harris is attached hereto as Exhibit 99.1.

(d) Exhibits

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.