UNITES 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): June 16, 2025

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))

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 5.07.

Submission of Matters to a Vote of Security Holders.

On June 16, 2025, Nephros, Inc. (the “Company”) held its 2025 Annual Meeting of the Stockholders (the “Annual Meeting”). At the Annual Meeting:

	1.	Stockholders elected to the Company’s Board of Directors one nominee, Lisa Nettis, to serve a three-year term expiring in 2028;

	2.	Stockholders ratified the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and

	3.	Stockholders approved the compensation of the Company’s named executive officers on an advisory (non-binding) basis.

The voting results for each such matter were as follows:

Election of Director:

Nominee:		For:		Withheld:		Broker Non-Votes:
Lisa Nettis		6,066,124		84,178		2,654,001

Ratification of the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:

For:		Against:		Abstain:		Broker Non-Votes
8,663,982		137,516		2,805		0

Approval of the compensation of the Company’s named executive officers on an advisory (non-binding) basis:

For:		Against:		Abstain:		Broker Non-Votes
6,078,954		41,762		29,586		2,654,001

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: June 16, 2025	By:	/s/ Judy Krandel
		Judy Krandel
		Chief Financial Officer

NEPHROS INC 8-K