Business Context and Reporting Period
This Form 8-K filing by Nephros, Inc. (Delaware) reports a corporate governance event dated April 29, 2019. The report was signed on May 2, 2019, by Andrew Astor, Chief Financial Officer.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. It is a current report focused on personnel changes rather than financial performance.
Material Changes
The primary material change is the appointment of Thomas Gwydir as a Class III Director to the Board of Directors. Mr. Gwydir will be up for election at the 2020 Annual Meeting of Stockholders. The filing confirms no material transactions or conflicts of interest between Mr. Gwydir and the Company during the current or preceding fiscal year.
Compensation and Governance Details
- Role: Class III Director.
- Cash Compensation: $20,000 annual retainer plus $1,500 per quarterly Board meeting attended, plus expense reimbursement.
- Equity Grant: Options to purchase 86,641 shares of common stock.
- Exercise Price: $0.59 per share (fair market value on April 29, 2019).
- Vesting Schedule: Three equal installments on the grant date, first anniversary, and second anniversary.
Investor Verification Checklist
- Verify the total number of outstanding shares on a fully-diluted basis to confirm the 0.0011 multiplier calculation for the option grant.
- Review the attached Press Release (Exhibit 99.1) for additional biographical details on Thomas Gwydir.
- Confirm the impact of the new equity grant on the company's fully-diluted share count and potential dilution to existing shareholders.