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): August 4, 2020

NEPHROS, INC.

(Exact name of Registrant as Specified in its Charter)

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:

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

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. [  ]

On August 5, 2020, Nephros, Inc. (the “Company”) issued a press release in which it disclosed its second quarter 2020 financial results. A copy of this press release is furnished herewith as Exhibit 99.1.

Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and in this Item 2.02 have been furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing regardless of any general incorporation language.

On August 4, 2020, the Board of Directors of the Company approved a new incentive compensation plan for fiscal year 2020 (the “Bonus Plan”). For the 12-month period ending December 31, 2020, each executive officer is eligible to receive incentive compensation pursuant to the Bonus Plan based on the Company’s achievement of certain financial and operational goals. Financial goals include consolidated revenue and EBIDTA, as well as revenue for the Pathogen Detection segment. Operational goals include achievement of certain performance metrics. Target bonus amounts are weighted 50% for the consolidated revenue goal, 10% for each of the consolidated EBITDA and Pathogen Detection segment revenue goals, and 10% for each of the operational goals. Target bonus levels as a percentage of base salary are 30% for the Chief Executive Officer and 25% for the Chief Financial Officer. Depending upon the Company’s performance against the goals, participants are eligible to earn up to 200% of the target bonus amounts. The Bonus Plan goals are the same for all of the executive officers.

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.