-----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, ONu2rXwCu7MraL6EG+9HGB/nvWpvn7UZNto7geGRgLEmp6WM3NXbXu7yg7c4OdVX vKasGqPonTPATXeLp0atGg== 0000922423-05-000538.txt : 20050331 0000922423-05-000538.hdr.sgml : 20050331 20050331134705 ACCESSION NUMBER: 0000922423-05-000538 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050331 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050331 DATE AS OF CHANGE: 20050331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEPHROS INC CENTRAL INDEX KEY: 0001196298 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] 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: 05718607 BUSINESS ADDRESS: STREET 1: 3960 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10032 BUSINESS PHONE: 2127815113 8-K 1 kl00363_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) March 31, 2005 -------------- Nephros, Inc. ------------- (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32288 --------- Delaware 13-3971809 -------- ---------- (State or other Jurisdiction of (I.R.S. Employer 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 March 31, 2005, Nephros, Inc. issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 31, 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 March 31, 2005. 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: March 31, 2005 NEPHROS, INC. By: /s/ Marc L. Panoff --------------------------------- Marc L. Panoff Chief Financial Officer (Principal Financial and Accounting Officer) EX-99 2 kl00363_ex99-1.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 [GRAPHIC OMITTED] Contact: Marc Panoff, CFO Garth Russell / Todd Fromer Nephros, Inc. KCSA Worldwide Tel: 212-781-5113 212-896-1250 / 212-896-1215 FOR IMMEDIATE RELEASE Nephros Reports Fourth Quarter and Year End Financial Results NEW YORK, March 31, 2005 - Nephros, Inc. (AMEX: NEP) announced today financial results for the fourth quarter and fiscal year ended December 31, 2004. For the 2004 fiscal year, Nephros reported net revenue of $138,406 compared with no revenue in 2003. The Company's net loss for the year was $7,596,481 versus a net loss of $5,636,000 in the comparable period of the prior year. Nephros reported a net loss attributable to common stockholders in 2004 of $19,331,013, or $4.38 per basic and diluted share compared to $7,427,000, or $4.66 per basic and diluted share, in the year-earlier period. 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 fiscal year ended December 31, 2004, compared to $1,791,000 for the same period in 2003. This increase in 2004 is due primarily to the accelerated accretion of the beneficial conversion feature ("BCF") associated with our issuance of series D convertible preferred stock. Accretion of this BCF was accelerated as a result of the automatic conversion of all of our then-outstanding shares of preferred stock in connection with our initial public offering. Nephros reported net revenue of $92,027 for the fourth quarter ended December 31, 2004 compared with no revenue in the same period prior year. The net loss in the quarter was $2,016,865 versus net income of 33,593 for the year-earlier period. Net income for the fourth quarter ended December 31, 2003 included a nonrecurring gain of approximately $1,269,000 attributable to the write-off of legal expenses. For the 2004 fourth quarter, the Company reported a net loss applicable to common stockholders of $2,016,866, or $0.17 per basic and diluted share, compared to $1,277,407, or $0.80 per basic and diluted share, for the same period in 2003. The net loss applicable to common shareholders for the fourth quarter 2003 includes losses totaling $1,311,000 attributable to preferred dividends and accretion of beneficial conversion features and issuance costs in connection with the issuance of convertible preferred stock. In September 2004, Nephros raised $10,784,586 in net proceeds from its initial public offering (IPO) of 2,100,000 shares of common stock at a price of $6.00 per share. The weighted average common shares outstanding for the three months ended December 31, 2004 were 12,120,248 shares compared to 1,593,659 shares in the corresponding period a year ago. Norman Barta, chief executive officer of Nephros, said, "2004 was a historic year for Nephros. In addition to the completion of our IPO, we commenced company sales in 2004 with the launch of our advanced OLpur(TM) MD 190 hemodiafilter in the European market. We continue to expand the distribution of our core technology for the treatment of End Stage Renal Disease in Europe, as well as Japan, and have recently taken initial steps toward introducing our products in the United States." 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 dialysis related amyloidosis, carpal tunnel syndrome, degenerative bone disease and ultimately, to mortality in the ESRD patient. Forward Looking Statements This news release contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements, including statements regarding the efficacy and intended utilization of Nephros's technologies under development, are not guarantees of future performance, are based on certain assumptions and are subject to 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. Factors that may cause such differences include the risk that potential products that appeared promising in early research or clinical trials to Nephros do not demonstrate efficacy or safety in subsequent pre-clinical or clinical trials, and the risk that Nephros will not obtain appropriate or necessary governmental approvals to market products. More detailed information about Nephros and the risk factors discussed above is set forth in Nephros' filings with the Securities and Exchange Commission, including Nephros's Quarterly Report on Form 10-QSB filed with the SEC on November 15, 2004. Investors and security holders are urged to read such document free of charge at the Commission's web site at www.sec.gov. Nephros does not undertake an obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise. # # # -----END PRIVACY-ENHANCED MESSAGE-----