Business Context and Reporting Period
This Form 8-K Current Report was filed by Nephros, Inc. on February 13, 2019, covering events that occurred on February 8, 2019. The filing addresses changes to the composition of the Company's Board of Directors.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance changes and director compensation arrangements.
Material Changes
- Appointment of Director: Alisa Lask was appointed to the Board of Directors effective February 8, 2019.
- Departure of Director: Moshe Pinto notified the Company of his retirement from the Board, effective immediately on February 8, 2019. The filing states this decision was not due to any disagreement with the Company.
Compensation and Equity Details
Ms. Lask's appointment includes the following compensatory arrangements:
- Cash Compensation: A $20,000 annual retainer and $1,500 per meeting for each quarterly Board meeting attended, plus expense reimbursement.
- Equity Grant: Options to purchase 70,817 shares of common stock.
- Exercise Price: $0.58 per share (fair market value on February 8, 2019).
- Vesting Schedule: Three equal installments on the date of grant and the first and second anniversaries thereof.
Outlook and Risks
The filing does not contain management commentary on business outlook, risks, contingencies, or unusual items. It is a standard disclosure of officer and director changes.
Investor Verification Checklist
- Verify the total number of outstanding shares on a fully-diluted basis to confirm the calculation of the 70,817 option grant (0.0011 multiplier).
- Review the attached Press Release (Exhibit 99.1) for additional context on Ms. Lask's background and qualifications.
- Confirm the updated Board composition in subsequent filings to ensure the transition from Mr. Pinto to Ms. Lask is reflected in governance records.