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
12, 2008
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Nephros,
Inc.
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-32288
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13-3971809
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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3960
Broadway
New
York, NY
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10032
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (212)
781-5113
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N/A
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(Former
name or former address, if changed since last
report)
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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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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 12, 2008, Nephros, Inc. (the “Company”) received notice from the staff
of the American Stock Exchange (the “AMEX”) that, based on AMEX’s review of
publicly available information, the Company does not meet certain of the AMEX’s
continued listing standards as set forth in Part 10 of the Amex Company Guide.
Specifically, AMEX noted that the Company is not in compliance with Section
1003(a)(iii) of the Amex Company Guide, because its stockholders’ equity is less
than $6,000,000 and it has had losses from continuing operations and net losses
in its five most recent fiscal years. In this regard, the Company notes that,
as
reported it its Quarterly Report on Form 10-Q filed on August 14, 2008, the
Company had total stockholders’ equity of approximately $4.8 million at June 30,
2008.
In
order
to maintain listing of the Company’s common stock on AMEX, the Company must
submit a plan by October 13, 2008, advising AMEX of the actions the Company
has
taken, or will take, that would bring it into compliance with the continued
listing standard identified above by April 30, 2009. If AMEX accepts the plan,
then the Company may be able to continue its listing during the plan period
up
to April 30, 2009, during which time the Company will be subject to periodic
review to determine whether it is making progress consistent with the plan.
If
AMEX does not accept the Company’s plan, or even if accepted, if the Company is
not in compliance with the continued listing standards at the end of the plan
period or the Company does not make progress consistent with the plan during
such period, then AMEX may initiate delisting proceedings.
The
Company is considering what actions it may take to regain compliance with the
AMEX listing standards and intends to submit a compliance plan to the AMEX
staff
in a timely manner.
The
Company’s common stock continues to trade on AMEX. The AMEX has advised the
Company that, the AMEX is utilizing the financial status indicator fields in
the
Consolidated Tape Association’s Consolidated Tape System and Consolidated Quote
Systems Low Speed and High Speed Tapes to identify companies that are in
noncompliance with the AMEX’s continued listing standards. Accordingly, the
Company will become subject to the trading symbol extension “.BC” to denote such
noncompliance.
Item
8.01. Other
Events.
On
September 18, 2008, the Company issued a press release announcing its receipt
from the AMEX of notice of the Company’s failure to satisfy a continued listing
standard. The full text of this press release is attached hereto as Exhibit
99.1. The information in this Item 8.01 shall not be deemed to be “filed” for
the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to the liability of that Section.
Item
9.01. Financial
Statements and Exhibits.
99.1 Press
Release issued by Nephros, Inc., dated September 18, 2008.
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 thereunto
duly authorized.
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Nephros,
Inc. |
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| Date: September
18, 2008 |
By: |
/s/
Gerald J. Kochanski |
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Name:
Gerald J. Kochanski |
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Title:
Vice President & CFO
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