-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S1OYybTUEun0bAbszZzZl0i0hjCGLSFUXxd2PTBsiLGjCJyPuYo5/c2ozukKFIWv kdQkH2jc9C0i0NxbiYwfag== 0000922423-04-001897.txt : 20041116 0000922423-04-001897.hdr.sgml : 20041116 20041116101613 ACCESSION NUMBER: 0000922423-04-001897 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041116 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041116 DATE AS OF CHANGE: 20041116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEPHROS INC CENTRAL INDEX KEY: 0001196298 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 133971809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32288 FILM NUMBER: 041148152 BUSINESS ADDRESS: STREET 1: 3960 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10032 BUSINESS PHONE: 2127815113 8-K 1 kl11059_8k.txt FORM 8-K CURRENT REPORT 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) November 16, 2004 ----------------- Nephros, Inc. ------------- (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32288 --------- Delaware 13-3971809 -------- ---------- (State or other Jurisdiction (I.R.S. Employer of Incorporation) 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: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01. Other Events. On November 16, 2004, Nephros, Inc. issued a press release announcing its financial results for the third quarter and nine months ended September 30, 2004. A copy of this press release is attached hereto as Exhibit 99.1. The information in this report 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. (c) Exhibits 99.1 Press Release issued by Nephros, Inc. dated November 16, 2004. 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: November 16, 2004 NEPHROS, INC. By: /s/ Marc L. Panoff ---------------------------------- Marc L. Panoff Chief Financial Officer (Principal Financial and Accounting Officer) EX-99 2 kl11059_ex99-1.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Contact: Marc Panoff, CFO Nephros, Inc. Tel: 212-781-5113 FOR IMMEDIATE RELEASE Nephros, Inc. Reports Third Quarter 2004 Financial Results New York -November 16, 2004 - Nephros, Inc. (AMEX: NEP) announced today financial results for the third quarter and nine months ended September 30, 2004. Nephros reported net revenue of $46,379 for the three months ended September 30, 2004 compared with no revenue in comparable period of the prior year. The Company reported net loss of $1,881,849 for three months ended September 30, 2004, as compared to $1,841,086 for the same period in 2003. Nephros reported net loss applicable to common stockholders of $8,864,795, or $3.89 per share for the three months ended September 30, 2004, as compared to $2,139,086, or $1.34 per share, for the same period in 2003. The net loss applicable to common shareholders includes losses attributed to preferred dividends and accretion of beneficial conversion features and issuance costs in connection with the issuance of convertible preferred stock. Total preferred dividends and accretion amounted to $6,982,946 for the three months ended September 30, 2004, compared to $298,000 for the same period in 2003. Nephros reported net revenue of $46,379 for the nine months ended September 30, 2004 compared with no revenue in the comparable period of the prior year. For the nine months ended September 30, 2004, The Company reported net loss of $5,579,615, as compared to $5,669,593 for the same period in 2003. Nephros reported net loss applicable to common stockholders of $17,314,148, or $9.49 per share, as compared to $6,149,593, or $3.86 per share, for the same period in 2003. The net loss applicable to common shareholders includes losses attributed to preferred dividends and accretion of beneficial conversion features and issuance costs in connection with the issuance of convertible preferred stock. Total preferred dividends and accretion amounted to $11,734,533 for the nine months ended September 30, 2004, compared to $480,000 for the same period in 2003. Norman Barta, chief executive officer of Nephros, commented, "This has been a very exciting quarter for Nephros; we've achieved several important milestones for the company. During the quarter we completed our initial public offering. As expected, we have started to generate revenue from our sales in Europe, and we have our strategy in place to target measurable sales growth throughout the region going forward, and ultimately expand into other geographic areas as planned." The Company reported $13,439,411 in cash and cash equivalents at September 30, 2004, as compared to $4,121,263 at December 31, 2003. Cash and cash equivalents at September 30, 2004 includes $10,784,586 in net proceeds from the Company's initial public offering completed on September 24, 2004. The Company sold 2,100,000 shares of common stock in its initial public offering at a price of $6.00 per share. About Nephros Inc. Nephros, Inc., headquartered in New York, is a medical device company developing and marketing products designed to improve the quality of life for the End Stage Renal Disease (ESRD) patient, while addressing the critical financial and clinical needs of the care provider. ESRD is a disease state characterized by the irreversible loss of kidney function. Nephros believes that its products are designed to remove a range of harmful substances more effectively, and more cost-effectively, than existing treatment methods; particularly with respect to substances known collectively as "middle molecules", due to their molecular weight, that have been found to contribute to such conditions as carpal tunnel syndrome, dialysis related amyloidosis, degenerative bone disease and ultimately, to mortality in the ESRD patient. Except for historical information, this press release includes "forward-looking statements" within the meaning of the Securities Litigation Reform Act of 1995. All statements included in this press release that address activities, events or developments that Nephros expects, believes or anticipates will or may occur in the future are forward-looking statements. This includes earnings estimates, future financial performance and other matters. These statements are based on certain assumptions made by Nephros based on its experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Nephros. Actual results may differ materially from the expectations contained in the forward-looking statements. More detailed information about Nephros and the risk factors discussed above is set forth in Nephros's filings with the Securities and Exchange Commission, including Nephros's Final Prospectus, dated September 20, 2004, with respect to the registration of 2,100,000 shares of common stock for sale to the public. Investors and security holders are urged to read such document free of charge at the Commission's web site at www.sec.com. Nephros does not undertake to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise # # # -----END PRIVACY-ENHANCED MESSAGE-----