UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
OMB
Approval
OMB
Number: 3235-0058
Expires:
May 31, 2012
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average burden
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SEC File
Number: 001-32288
CUSIP
Number: 640671103
NOTIFICATION
OF LATE FILING
For
Period Ended: December 31, 2009
For the
Transition Period Ended: ___________________
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Nothing
in this form shall be construed to imply that the Commission has verified
any information contained herein.
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If the
notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates:
PART
I -- REGISTRANT INFORMATION
Nephros,
Inc.
Full name
of Registrant
41
Grand Avenue
Address
of Principal Executive Office (Street and Number)
River
Edge, New Jersey 07661
City,
State and Zip Code
PART
II -- RULES 12b-25(b) AND (c)
If the
subject report could not be filed without unreasonable effort or expense and the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate)
| x |
(a)
The reasons described in reasonable detail in Part III of this form could
not be eliminated without unreasonable effort or expense;
(b)
The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof,
will be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition report
on Form 10-Q or subject distribution report on Form 10-D, or portion
thereof, will be filed on or before the fifth calendar day following the
prescribed due date; and
(c)
The accountant's statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.
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PART
III -- NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
We
announced on March 30, 2010 the resignation of our President and Chief Executive
Officer. As a result of that resignation being so close to the filing
date of the Form 10-K, additional time is needed for us to complete the
compilation, dissemination and review of our Form 10-K by management, our board
and our auditors, all of which is impracticable without undue hardship and
expense to us.
We intend
to file our Form 10-K on or before the fifteenth calendar day following the
prescribed due date in accordance with Rule 12b-25.
PART
IV-- OTHER INFORMATION
(1) Name
and telephone number of person to contact in regard to this
notification
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Gerald J. Kochanski
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(201)
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343-5202
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2) Have
all other periodic reports required under Section 13 or 15(d) of the Securities
Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during
the preceding 12 months or for such shorter period that the registrant was
required to file such report(s) been filed? If the answer is no,
identify report(s).
x Yes o No
(3) Is
it anticipated that any significant change in results of operations from the
corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof?
o Yes x
No
If so,
attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
Nephros,
Inc. has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
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Date: March
31, 2010
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By: /s/ Gerald J.
Kochanski
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Gerald
J. Kochanski
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Chief
Financial Officer
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ATTENTION
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See
18 U.S.C. 1001).