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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/08/22 Nephros Inc. 8-K:5,9 9/06/22 11:221K M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 37K 2: EX-99.1 Miscellaneous Exhibit HTML 13K 6: R1 Cover HTML 46K 9: XML IDEA XML File -- Filing Summary XML 12K 7: XML XBRL Instance -- form8-k_htm XML 15K 8: EXCEL IDEA Workbook of Financial Reports XLSX 8K 4: EX-101.LAB Inline XBRL Taxonomy Extension Label Linkbase XML 96K Document -- neph-20220906_lab 5: EX-101.PRE Inline XBRL Taxonomy Extension Presentation XML 64K Linkbase Document -- neph-20220906_pre 3: EX-101.SCH Inline XBRL Taxonomy Extension Schema Document -- XSD 13K neph-20220906 10: JSON XBRL Instance as JSON Data -- MetaLinks 25± 33K 11: ZIP XBRL Zipped Folder -- 0001493152-22-025393-xbrl Zip 20K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i September 6, 2022
(Exact name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation) |
i 001-32288 (Commission File Number) |
i 13-3971809 (IRS Employer Identification No.) |
i 380 Lackawanna Place, i South Orange, i New Jersey i 07079
(Address of principal executive offices, including ZIP code)
(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
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
i Common stock, $0.001 par value | i NEPH | i The Nasdaq Stock Market LLC |
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).
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. ☐
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Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
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.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
Description | |
99.1 | Press Release dated September 8, 2022. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: September 8, 2022 | By: | /s/ Andrew Astor |
Andrew Astor | ||
Chief Financial Officer |
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This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 9/8/22 | 3, 4 | ||
For Period end: | 9/6/22 | 3, 4 | ||
List all Filings |