kl10006.htm
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 27, 2007
Nephros,
Inc.
(Exact
Name of Registrant as Specified in Charter)
Commission
File Number: 001-32288
|
Delaware
|
|
13-3971809
|
|
(State
or other Jurisdiction of
Incorporation)
|
|
(I.R.S.
Employer Identification No.)
|
3960
Broadway, New York, New York 10032
(Address
of Principal Executive Offices)
(Zip
Code)
(212)
781-5113
(Registrant’s
telephone number, including area code)
Not
Applicable
(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:
r Written
communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
r
Soliciting
material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
r
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
r
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
September 27, 2007, Nephros, Inc.
(“Nephros”) received a warning letter (“Warning Letter”) from the American Stock
Exchange LLC (“AMEX”) stating that the staff of the Amex Listing Qualifications
Department has determined that Nephros is not in compliance with Section
121B(2)(c) of the Amex Company Guide (the “Company Guide”) requiring that at
least 50% of the directors of the board of directors of Nephros (the “Board”)
are independent directors. This non-compliance is due to the fact
that William J. Fox, Judy Slotkin, W. Townsend Ziebold and Howard Davis resigned
from the Board on September 19, 2007, concurrently with the appointment of
Paul
Mieyal and Arthur Amron to the Board, in accordance with the financing disclosed
in Nephros’ Current Report on Form 8-K filed with the Securities and Exchange
Commission on September 25, 2007. Consequently, the Board consists of
five directors, two of whom are independent. The AMEX has given
Nephros until December 26, 2007 to regain compliance with the independence
requirements. In setting this deadline, the AMEX has determined not
to apply at this time the continued listing evaluation and follow-up procedures
specified in Section 1009 of the Company Guide. Nephros intends to
fill the vacancy on the Board with an individual who qualifies as an independent
director as soon as reasonably possible. Until Nephros is officially
notified that it has regained compliance with the AMEX requirement, Nephros’
common stock will trade under the symbol “NEP.BC”.
Item
8.01. Other Events.
On
October 3, 2007, Nephros issued a
press release announcing the Warning Letter as discussed above. A
copy of such press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press
Release issued by Nephros, Inc. dated October 3, 2007
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.
Date:
October 3, 2007
NEPHROS,
INC.
By:
/s/
Mark W.
Lerner
Name: Mark W. Lerner
Title: Chief Financial Officer
(Principal
Financial and Accounting Officer)