0001493152-20-001128.txt : 20200127 0001493152-20-001128.hdr.sgml : 20200127 20200127073537 ACCESSION NUMBER: 0001493152-20-001128 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20200127 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20200127 DATE AS OF CHANGE: 20200127 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: 20547094 BUSINESS ADDRESS: STREET 1: 380 LACKAWANNA PLACE CITY: SOUTH ORANGE STATE: NJ ZIP: 07079 BUSINESS PHONE: 201.343.5202 MAIL ADDRESS: STREET 1: 380 LACKAWANNA PLACE CITY: SOUTH ORANGE STATE: NJ ZIP: 07079 8-K 1 form8k.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): January 27, 2020

 

NEPHROS, INC.

(Exact name of Registrant as Specified in its Charter)

 

Delaware   001-32288   13-3971809
(State or other jurisdiction of
incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

380 Lackawanna Place, South Orange, New Jersey 07079
(Address of principal executive offices, including ZIP code)

 

(201) 343-5202
(Registrant’s telephone number, including area code)

 

n/a
(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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common stock, $0.001 par value   NEPH   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

 

 

   

 

 

Item 8.01. Other Events.

 

On January 27, 2020, Nephros, Inc. (the “Company”) distributed a letter to its stockholders providing an update on the Company’s business. A copy of this letter is filed herewith as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Nephros, Inc. Letter to Stockholders, dated January 27, 2020.

 

   

 

 

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.

 

  Nephros, Inc.
     
Dated: January 27, 2020 By: /s/ Andrew Astor
    Andrew Astor
    Chief Financial Officer

 

   

 

EX-99.1 2 ex99-1.htm

 

Exhibit 99.1

 

 

Dear Friends and Shareholders,

 

With the turn of the new year, we are writing to provide a comprehensive update about Nephros and our plans for the future.

 

In the two years since our last shareholder letter, we have grown revenues over 200%, redesigned our Hemodiafiltration (HDF) Assist Device, purchased Aether Water Systems to pursue large opportunities in the commercial filtration market, up-listed our stock to the Nasdaq Capital Market, and recently launched a new pathogen detection system to further support our infection control customers.

 

Working closely with our strategic partners, we have executed on the strategy and tactics we first described in 2015, focusing on the needs of our customers in infection control and dialysis. We have also methodically expanded our product portfolio to better meet those needs, built an operational infrastructure to support our rapid growth, and passed the $10 million annual revenue mark in 2019.

 

Key Business Areas

 

Infection Control: Over the past few years, our strategic partners and customers have made great strides creating and optimizing the water safety management programs that protect patients from the risks of water-borne pathogens. Those programs generally incorporate routine water testing, secondary disinfection efforts, and point-of-use filtration in high-risk areas. Nephros point-of-use filters are a leading tool used to provide proactive protection to patients in high-risk areas (e.g., ice machines, surgical rooms, NICU’s, etc.) and reactive protection to patients in broader areas during periods of water pathogen outbreaks. Our products are currently used in hundreds of medical facilities to proactively and reactively aid in infection control, with new customers deploying our filters every week.

 

We have now expanded our portfolio of solutions with the recent introduction of our PluraPath™ pathogen detection system, which represents a significant growth opportunity for Nephros.

 

While providing filters during pathogen outbreaks, we observed a gap in both the timing and depth of data needed by infection control teams. They did not have the data needed to help them make real-time treatment decisions. We also recognized an almost singular focus on Legionella; yet we observed that many other bacterial and viral pathogens cause patient issues.

 

 

 

 

 

We developed the PluraPathTM pathogen detection system to bridge this data and timing gap. We integrated our ultrafilter technology with emerging, quantitative polymerase chain reaction (qPCR) technology and real-time analytics. We chose a portable, open-source qPCR platform that allows us to parallel-processes up to 15 different bacteria and virus assays. We worked with industry experts to select and develop DNA- and RNA-based assays that could meet our goals of providing quantitative precision within one hour. We also developed a mobile application to extract and process the data real-time. Furthermore, we designed the system so that anyone can perform qPCR testing, not just someone with training in microbiological laboratory techniques.

 

Over the course of 2020, we plan to work with our strategic partners and industry experts to develop white papers and case studies to highlight methodologies that integrate real-time qPCR data into water safety management processes. We intend to submit select studies to peer-reviewed journals to contribute to the global dialogue on water-borne pathogen testing.

 

We view the PluraPathTM system as a potential game-changer, both for infection control professionals and for Nephros’ business. With this system, it will be possible to map and track the changes to levels of multiple bacterial and viral pathogens in a building’s water system on a real-time basis, at cost levels equivalent to assays that currently take 24-72 hours or more and typically provide data on only a single pathogen. Using PluraPathTM, we expect that infection control teams will be able to quickly assess approximate levels of a broad array of pathogens in their water systems, and optimally focus their secondary disinfection efforts and point-of-use filtration; services and products offered by our strategic partners.

 

The PluraPathTM system does not replace culture-based assays, which are the current regulatory requirements for confirmation in testing for water-borne pathogens. Rather, we believe PluraPath™ will become a valuable tool in the arsenal of defense, permitting faster decision making about a larger target population of pathogens.

 

Our objective is to provide our customers and strategic partners with a user-friendly system that delivers dependable, actionable data to infection control teams in less than an hour. If we can succeed in this, we believe the PluraPathTM system could be used to help support infection control teams in every facility that currently deploys Nephros filtration products to aid in infection control. If made easy and economical, then we believe tracking the levels of multiple pathogens in a building could become standard protocol.

 

Dialysis Water: In the dialysis water market, Nephros ultrafiltration products are among the highest performing products on the market today. The DSU-D, SSU-D and the SSUmini have become the standard endotoxin filter in many portable reverse osmosis systems. The EndoPur®, our large-format ultrafilter targeted at dialysis clinic water systems, provides the smallest pore size available. Following a long pilot project at a major dialysis provider, we are now seeing growth in the use of this product. In addition, we aim to expand EndoPur’s® usage into heat-disinfected water systems, which will further open the market for this product.

 

 

 

 

We have also been investigating pathogen detection efforts in the dialysis space. The LAL (limulus amebocyte lysate) test is a dialysis industry standard assay that identifies the presence of potential endotoxins, agnostic to the source species. The source of endotoxins are gram-negative bacteria. LAL testing routinely takes 48-72 hours to provide results from the time of shipping the sample to a central laboratory. When dialysis clinics have urgent contamination or severely elevated endotoxin issues, they may have to shut down for extended periods of time creating enormous logistical issues for patients and increasing the cost of care.

 

To provide a real-time solution for this testing paradigm, we plan to launch the DialyPath™ pathogen detection and endotoxin estimation system in the second quarter this year. The DialyPath™ system will mirror our PluraPath™ but include a gram-negative DNA marker test and test for 6 different gram-negative bacteria. The DialyPath™ system is designed to provide data on two test samples in one run in less than one hour. The system will provide an estimate of the overall endotoxin in the sample, as well as estimated levels of six specific endotoxin-generating bacteria known to be frequent invaders of dialysis clinic water systems.

 

These real-time data will enable dialysis clinics to more quickly diagnose and solve urgent endotoxin issues that have the potential to close clinics and disrupt patient treatments. We believe the DialyPath™ has the potential to be a game changer for the technicians tasked with solving the critical issues that disrupt patient treatments. We plan to work with major dialysis service providers to optimize its use into their current workflows.

 

Commercial Markets: Our commercial market focus is in the hotel, restaurant, and convenience store markets. For many years, these customers essentially had two filter options to improve taste, reduce odor, and reduce scale build-up in water for soda, coffee, tea and ice: Cuno® (3M) and Everpure® (Pentair). We believe the capabilities of our products will create opportunities to disrupt this oligopoly.

 

We purchased the Aether® brand at the end of 2018 to expedite our access to commercial markets and to expand our filtration expertise and capabilities. In the first year post-acquisition, we upgraded the Aether® facilities to increase production and logistics capacity, integrated Aether® products into the Nephros infection control product portfolio, and initiated sales efforts with a number of large commercial customers. We have recently added to our commercial sales team and, going forward, hope to close on one or more large contracts that may result in step-change increases in commercial market revenue.

 

 

 

 

Over time, we believe that the same water safety management programs currently underway at medical facilities will migrate to commercial markets. As the epidemiology of waterborne pathogens expands, links to contamination sources will become more efficient and the data more readily available. In cases in which those sources are linked to restaurants, hotels, office buildings and residential complexes, the corporate owners of those facilities will likely face increasing liability exposure. We expect that building owners will come to understand ASHRAE-188, which outlines risk factors for buildings and their occupants, and provides water safety management guidelines. For example, (a) a 10-story condominium with (b) a centralized water system and (c) that houses residents over 65 years of age, would have three factors of increased risk (a, b, and c). If someone becomes ill from a pathogen linked to that building’s water system, and the building management failed to take appropriate precautionary measures, then building management will face a very real risk of potential liability for damages. We believe, in time, most commercial buildings will need to follow the basic requirements of ASHRAE-188: create a water management plan, perform routine testing, and establish a plan to treat the building in the event of a positive test.

 

As demand for water testing and microbiological filtration grows, we will be ready to deploy our expertise and solutions based on years of experience servicing the medical market. We believe that we have an opportunity to offer unique expertise and products to the commercial market, and that our future revenue from the commercial market could even surpass our infection control revenue.

 

The Building Biome Project

 

Dr. Gomilla et. al.1 showed that bacterial contaminants in dialysis water systems originate from over 200 different bacterial families. The technology now exists to reproduce that kind of water system biome mapping in real-time, on-site. Using an enhanced form of the portable PluraPath™ system and a bioinformatics database, we have been able to detect as many as 10 different bacteria families in a single sample. The potential for this kind of building biome mapping is enormous. We will have the ability to process as many as 96 samples in a single run, recognizing over 20,000 different bacteria reference sequences, in less than a day on site. We are currently working on the processes and procedures to provide this as a service, and eventually as a product that we can support with partners who have the in-house technical capabilities to manage this system. Additionally, we are working on drafting a white paper to provide guidance on how to operationalize this building biome mapping tool.

 

We expect to be able to launch the SequaPath™ system and building biome mapping service before the end of 2020. While this service could be of value to the management of any water system in any building in any part of the world, we will first focus on the hospital customers of our strategic partners. Once proven in the hospital space, then we believe that the SequaPath™ system has the potential to shift the building water testing paradigm across multiple markets and geographies.

 

 

 

 

Hemodiafiltration (HDF):

 

Over the past two years, we have dramatically simplified and redesigned our HDF device. We believe our updates have made the system significantly easier to use. By shifting from a reusable substitution ultrafilter to a disposable substitution ultrafilter, we were able to simplify the set-up process and substantially reduce the time required between patient treatments – two of the key complaints from our first-generation system. We used real-time user feedback to aid in the fine-tuning of our changes to the system that impacted usability. We believe our second generation HDF system will meet the needs of both clinicians and patients.

 

In 2018, we spun-off the development of the HDF Assist Device into Specialty Renal Products, Inc. (SRP). We raised $3 million of outside capital directly into SRP to fund the second-generation development described above. Nephros maintains a 62.5% ownership stake in the subsidiary. The reasons for this spin-off were twofold.

 

First, HDF is a very different business than water filtration, with different customers, different investors, and potentially different acquirers. The water filtration business has become a rapidly growing, revenue-generating business while the HDF program is at an earlier stage. Separating the businesses acknowledged these differences.

 

A second reason for the spin-off was to highlight the HDF program and create a potential opportunity for the market to value it more highly. Prior to some of the struggles to achieve clearance from the FDA and before a worldwide financial collapse, Nephros – which was primarily an HDF company at the time – had a market capitalization which reflected a value of over $70 million. The promise of HDF created significant value and we believe that keeping HDF as a separate and distinct subsidiary provides the best chance for realizing a comparable valuation range for this business. We expect to file for clearance of the second-generation device under the FDA’s Special 510(k) Program in the summer of 2020.

 

Once we have obtained FDA clearance for our second-generation device, we intend to launch it at a clinic with previous experience with our device. We plan to then expand our efforts, on a measured basis, to clinics that wish to provide HDF therapy to their patients. At this time, we do not believe making a rapid and broad push into the market would be optimal. Nephrologists in the U.S. are not trained on HDF therapy; however, many nephrologists want to explore the option and we believe that early adopters will want to perform studies to better understand the technology. We intend to support these investigator-initiated studies.

 

While a number of studies have been performed in Europe, the body of evidence for optimal use of HDF needs to be built in the U.S. treatment setting. According to European data from Fresenius, over 15% of dialysis treatments are HDF. That could translate to over 10 million individual treatments if HDF achieved that level of penetration in the U.S. We do not believe that the U.S. will instantaneously mirror Europe. However, we do believe that HDF therapy has a place in the treatment landscape for patients with end-stage renal disease in the U.S., and we look forward to enabling this pathway.

 

 

 

 

Closing Thoughts

 

Both we and our partners are excited by the continued growth of Nephros. With the launch of the new pathogen detection systems, we intend to transform Nephros from a “water filter” company to a “water solutions” company. As we effect that transformation, we expect to grow our revenue by at least 50% per year for the foreseeable future, while maintaining our current gross margins. On its own, our core filtration business is profitable. As a company, however, we have been prioritizing revenue growth over profitability, building a scalable infrastructure and focusing on product development. We believe our 82% revenue growth in 2019 was largely a result of our prioritization and hyper-focus on execution and customer engagement.

 

We believe that we are in the early stages of expansion on our value-creating journey for Nephros, our strategic partners, and our shareholders. We thank you for your ongoing support.

 

All the best,

 

Daron and Andy

 

1Gomilla et. al. FEMS Microbiology Ecology 52 (2005) 101–114.

 

Note Regarding Forward-Looking Statements

 

This letter contains forward-looking statements that are subject to various risks and uncertainties. Such statements include statements regarding the expected growth in demand and sales of our products, , potential benefits of our water filtration products compared to competitors’ products, expected timing of the launch of additional Nephros products in the restaurant and other non-hospital markets, potential benefits of the design of our next generation HDF system, our expected revenue growth, and other statements that are not historical facts, including statements which may be accompanied by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or similar words. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including uncertainty in clinical outcomes, potential delays in the regulatory approval process, changes in business, economic and competitive conditions, the availability of capital when needed, our dependence on third party manufacturers and researchers, regulatory reforms, uncertainties in litigation or investigative proceedings, and the availability of financing. These and other risks and uncertainties are detailed in our reports filed with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2018. We dos not undertake any responsibility to update the forward-looking statements in this letter.

 

 

 

GRAPHIC 3 ex99-1_001.jpg begin 644 ex99-1_001.jpg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end