Business Context and Reporting Period
This Form 8-K was filed by Nephros, Inc. on September 6, 2022. The report details corporate governance changes, specifically the appointment of a new director to the Board of Directors.
Key Financial Metrics
The filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on personnel appointments and associated compensation arrangements.
Material Changes
The primary material change reported is the appointment of Joseph Harris as a Class III Director, effective September 6, 2022. His term expires at the 2023 Annual Meeting of Stockholders. Mr. Harris was also appointed to the Audit Committee and the Compensation Committee.
Compensation and Governance Details
- Annual Retainer: $20,000.
- Meeting Fees: $1,500 per quarterly Board meeting attended.
- Expense Reimbursement: Provided for expenses incurred in connection with Board service.
- Annual Option Grant: Options to purchase shares equal to 0.0006 multiplied by the total outstanding shares on a fully-diluted basis.
- Initial Grant: A stock option to purchase 13,115 shares of common stock under the 2015 Equity Incentive Plan.
- Exercise Price: $1.25 per share (fair market value on September 6, 2022).
- Vesting Schedule: Three equal installments on the grant date and the first and second anniversaries thereof.
The filing states that Mr. Harris has no material interest in any transaction with the Company during the current or preceding fiscal year.
Investor Verification Checklist
- Verify the total number of outstanding shares on a fully-diluted basis to calculate the exact number of shares covered by the annual option grant formula.
- Confirm the vesting schedule and exercise price of the initial 13,115 share grant.
- Review the attached press release (Exhibit 99.1) for additional biographical details on Mr. Harris.
- Note that this filing does not provide updated financial results; refer to the most recent 10-Q or 10-K for financial health metrics.