NEPHROS INC - FORM 10-Q

Attached files

file	filename
EX-32.2 - NEPHROS INC	ex32-2.htm
EX-32.1 - NEPHROS INC	ex32-1.htm
EX-31.2 - NEPHROS INC	ex31-2.htm
EX-31.1 - NEPHROS INC	ex31-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2020

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from: _______ to _______

Commission File Number: 001-32288

NEPHROS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE		13-3971809
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

380 Lackawanna Place South Orange, NJ		07079
(Address of principal executive offices)		(Zip Code)

(201) 343-5202

Registrant’s telephone number, including area code

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class		Trading symbol		Name of exchange on which registered
Common stock, par value $0.001 per share		NEPH		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] YES [ ] NO

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). [X] YES [ ] NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [X]	Smaller reporting company [X]
	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. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] YES [X] NO

As of May 1, 2020, 9,029,162 shares of the registrant’s common stock, $0.001 par value per share, were outstanding.

NEPHROS, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION	3
Item 1. Financial Statements (unaudited).	3
CONDENSED CONSOLIDATED BALANCE SHEETS – March 31, 2020 and December 31, 2019	3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS – Three months ended March 31, 2020 and 2019	4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY – Three months ended March 31, 2020 and 2019	5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – Three months ended March 31, 2020 and 2019	6
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	20
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	32
Item 4. Controls and Procedures.	32
PART II - OTHER INFORMATION	33
Item 1A. Risk Factors	33
Item 6. Exhibits	34
SIGNATURES	35

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

NEPHROS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

(Unaudited)

	March 31, 2020			December 31, 2019
ASSETS
Current assets:
Cash and cash equivalents	$	8,962		$	4,166
Accounts receivable, net		1,597			1,045
Inventory, net		3,649			2,562
Prepaid expenses and other current assets		601			526
Total current assets		14,809			8,299
Property and equipment, net		76			81
Lease right-of-use assets		1,253			1,106
Intangible assets, net		538			548
Goodwill		759			759
License and supply agreement, net		770			804
Other assets		89			32
TOTAL ASSETS	$	18,294		$	11,629

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Secured revolving credit facility	$	495		$	560
Current portion of secured note payable		215			211
Accounts payable		1,575			959
Accrued expenses		308			136
Contingent consideration		203			300
Current portion of lease liabilities		312			262
Total current liabilities		3,108			2,428
Secured note payable, net of current portion		553			613
Equipment financing, net of current portion		9			10
Lease liabilities, net of current portion		988			889
TOTAL LIABILITIES		4,658			3,940

COMMITMENTS AND CONTINGENCIES (Note 14)

STOCKHOLDERS’ EQUITY

Preferred stock, $.001 par value; 5,000,000 shares authorized at March 31, 2020 and December 31, 2019; no shares issued and outstanding at March 31, 2020 and December 31, 2019.		-			-
Common stock, $.001 par value; 40,000,000 shares authorized at March 31, 2020 and December 31, 2019; 9,016,550 and 8,058,850 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively.		9			8
Additional paid-in capital		138,953			131,934
Accumulated other comprehensive income		64			65
Accumulated deficit		(128,430	)		(127,332	)
Subtotal		10,596			4,675
Noncontrolling interest		3,040			3,014
TOTAL STOCKHOLDERS’ EQUITY		13,636			7,689
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	18,294		$	11,629

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

NEPHROS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except share and per share amounts)

(Unaudited)

	Three Months Ended March 31,
	2020			2019
Net revenue:
Product revenues	$	2,475		$	1,729
Royalty and other revenues		54			40
Total net revenues		2,529			1,769
Cost of goods sold		1,038			771
Gross margin		1,491			998
Operating expenses:
Research and development		563			756
Depreciation and amortization		46			50
Selling, general and administrative		1,950			1,503
Change in fair value of contingent consideration		(42	)		(10	)
Total operating expenses		2,517			2,299
Loss from operations		(1,026	)		(1,301	)
Other (expense) income:
Interest expense		(43	)		(46	)
Interest income		1			-
Other expense, net		(30	)		(2	)
Net loss		(1,098	)		(1,349	)
Less: Undeclared deemed dividend attributable to noncontrolling interest		(59	)		(59	)
Net loss attributable to Nephros, Inc. shareholders		(1,157	)		(1,408	)

Net loss per common share, basic and diluted	$	(0.13	)	$	(0.20	)
Weighted average common shares outstanding, basic and diluted		8,590,230			7,129,665

Comprehensive loss:
Net loss		(1,098	)		(1,349	)
Other comprehensive loss, foreign currency translation adjustments, net of tax		(1	)		(3	)
Comprehensive loss		(1,099	)		(1,352	)
Comprehensive loss attributable to noncontrolling interest		(59	)		(59	)
Comprehensive loss attributable to Nephros, Inc. shareholders	$	(1,158	)	$	(1,411	)

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

NEPHROS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(In thousands, except share amounts)

(Unaudited)

	Three months ended March 31, 2020
	Common Stock				Additional Paid-in		Accumulated Other Comprehensive			Accumulated						Noncontrolling		Total Stockholders’
	Shares		Amount		Capital		Income			Deficit			Subtotal			Interest		Equity
Balance, December 31, 2019		8,003,739	$	8	$	131,934	$	65		$	(127,332	)	$	4,675		$	3,014	$	7,689
Net loss											(1,098	)		(1,098	)				(1,098	)
Net unrealized losses on foreign currency translation, net of tax								(1	)					(1	)				(1	)
Issuance of common stock, net of equity issuance costs of $729		937,500		1		6,770								6,771					6,771
Exercise of warrants		18,889				51								51					51
Exercise of options		556				2								2					2
Cashless exercise of options		755
Noncash stock-based compensation						196								196			26		222
Balance, March 31, 2020		8,961,439	$	9	$	138,953	$	64		$	(128,430	)	$	10,596		$	3,040	$	13,636

	Three months ended March 31, 2019
	Common Stock				Additional Paid-in		Accumulated Other Comprehensive			Accumulated						Noncontrolling		Total Stockholders’
	Shares		Amount		Capital		Income			Deficit			Subtotal			Interest		Equity
Balance, December 31, 2018		7,134,719	$	7	$	127,873	$	71		$	(124,153	)	$	3,798		$	3,000	$	6,798
Net loss											(1,349	)		(1,349	)				(1,349	)
Net unrealized losses on foreign currency translation, net of tax								(3	)					(3	)				(3	)
Noncash stock-based compensation						158								158					158
Balance, March 31, 2019		7,134,719	$	7	$	128,031	$	68		$	(125,502	)	$	2,604		$	3,000	$	5,604

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

NEPHROS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Three Months Ended March 31,
	2020			2019
OPERATING ACTIVITIES:
Net loss	$	(1,098	)	$	(1,349	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of property and equipment		5			8
Amortization of intangible assets, license and supply agreement and finance lease right-of-use asset		45			44
Non-cash stock-based compensation, including stock options and restricted stock		222			158
Inventory reserve		1			26
Change in fair value of contingent consideration		(42	)		(10	)
Accretion of contingent consideration		8			14
Loss (gain) on foreign currency transactions		2			(5	)
(Increase) decrease in operating assets:
Accounts receivable		(552	)		203
Inventory		(1,088	)		(202	)
Prepaid expenses and other current assets		(80	)		1
Operating right-of-use assets and operating lease liabilities		6			-
Other assets		(57	)		(21	)
Increase in operating liabilities:
Accounts payable		614			199
Accrued expenses		174			237
Net cash used in operating activities		(1,840	)		(697	)

INVESTING ACTIVITIES:
Acquisition of the Aether business		-			(137	)
Net cash used in investing activities		-			(137	)

FINANCING ACTIVITES:
Proceeds from issuance of common stock		6,771			-
Net payments from secured revolving credit facility		(65	)		(85	)
Payments on secured note payable		(56	)		(52	)
Principal payments on finance lease liability		(1	)		-
Principal payments on equipment financing		(1	)		-
Proceeds from exercise of warrants		51			-
Proceeds from exercise of options		2			-
Payment of contingent consideration		(63	)		-
Net cash (used in) provided by financing activities		6,638			(137	)
Effect of foreign exchange rates on cash		(2	)		(2	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		4,796			(973	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		4,166			4,581
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	8,962		$	3,608

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest expense	$	36		$	31
Cash paid for income taxes	$	11		$	-

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING INFORMATION
Right-of-use asset obtained in exchange for operating lease liability	$	201		$	20
Right-of-use asset obtained in exchange for finance lease liability	$	17		$	-
Purchase of equipment included in accrued expenses	$	-		$	14

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

NEPHROS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

Note 1 – Organization and Nature of Operations

Nephros, Inc. (“Nephros” or the “Company”) was incorporated under the laws of the State of Delaware on April 3, 1997. The Company was founded by health professionals, scientists and engineers affiliated with Columbia University to develop advanced end stage renal disease (“ESRD”) therapy technology and products.

Beginning in 2009, Nephros introduced high performance liquid purification filters to meet the demand for water purification in certain medical markets. The Company’s filters, generally classified as ultrafilters, are primarily used in hospitals for the prevention of infection from waterborne pathogens, such as legionella and pseudomonas, and in dialysis centers for the removal of biological contaminants from water and bicarbonate concentrate. The Company also develops and sells water filtration products for commercial applications, focusing on the hospitality and food service markets. The water filtration business is a reportable segment, referred to as the Water Filtration segment.

The Company’s pathogen detection system is a portable, real-time system designed to provide actionable data for infection control teams on up to 15 different pathogens from a single water sample, in approximately one hour. The pathogen detection system is a reportable segment, referred to as the Pathogen Detection segment.

In July 2018, the Company formed a new subsidiary, Specialty Renal Products, Inc. (“SRP”), to drive the development of its second-generation hemodiafiltration system and other products focused on improving therapies for patients with renal disease. The Company transferred three patents to SRP, which were carried at zero book value. SRP is a reportable segment, referred to as the Renal Products segment.

The Company’s primary U.S. facilities are located at 380 Lackawanna Place, South Orange, New Jersey 07079, 3221 Polaris Avenue, Las Vegas, Nevada 89102 and 1015 Telegraph Street, Unit B, Reno, Nevada 89502. These locations house the Company’s corporate headquarters, research, manufacturing, and distribution facilities. In addition, the Company maintains small administrative offices in various locations in the United States and Ireland.

Note 2 – Basis of Presentation and Liquidity

Interim Financial Information

The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 and Article 10 of Regulation S-X. The condensed consolidated balance sheet as of December 31, 2019 was derived from the Company’s audited financial statements. Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. Results as of and for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020.

The condensed consolidated interim financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

Reverse Stock Split

On May 22, 2019, the Company’s Board of Directors authorized a 1-for-9 reverse stock split and approved an amendment to the Company’s Certificate of Incorporation to affect the 1-for-9 reverse split of the Company’s common stock, which was effected at 5:30 p.m. ET on July 9, 2019. Fractional shares were not issued and stockholders who otherwise would have been entitled to receive a fractional share as a result of the reverse stock split received an amount in cash equal to $5.58 per share for such fractional interests. All of the share and per share amounts discussed in the accompanying condensed consolidated financial statements have been adjusted to reflect the effect of this reverse split.

Consolidation

The accompanying condensed consolidated financial statements include the accounts of Nephros, Inc. and its subsidiaries, including SRP, in which a controlling interest is maintained by the Company. Outside shareholders’ interest in SRP of 37.5% is shown on the condensed consolidated balance sheet as noncontrolling interest. All intercompany accounts and transactions were eliminated in the preparation of the accompanying condensed consolidated financial statements.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amount of revenues and expenses, during the reporting period. Actual results could differ materially from those estimates. Included in these estimates are assumptions about the collection of accounts receivable, value of inventories, useful life of fixed assets and intangible assets, the assessment of expected cash flows used in evaluating goodwill and other long-lived assets, value of contingent consideration, the assessment of the ability to continue as a going concern and assumptions used in determining stock compensation such as expected volatility and risk-free interest rate.

Liquidity

The Company has sustained operating losses and expects such losses to continue over the next several quarters. In addition, net cash from operations has been negative since inception, generating an accumulated deficit of $128.4 million as of March 31, 2020.

On February 4, 2020, the Company completed a confidentially marketed underwritten public offering whereby the Company sold 937,500 shares of its common stock for aggregate net proceeds of $6.8 million. The Company also has a loan agreement with a lender, which provides a secured asset-based revolving credit facility of up to $2.5 million. Additionally, the Company received $478,700 in U.S. Small Business Administration’s Paycheck Protection Program (“PPP”) funds on April 24, 2020.

On September 5, 2018, SRP completed a private placement transaction whereby SRP sold preferred shares equivalent to 37.5% of its outstanding equity interests for aggregate proceeds of $3.0 million. As of the date of issuance of the accompanying condensed consolidated financial statements, SRP has $0.4 million in cash. The proceeds of this private placement are restricted to SRP expenses and may not be used for the benefit of the Company or other affiliated entities, except to reimburse for expenses directly attributable to SRP.

Based on cash that is available for Company operations and projections of future Company operations, the Company believes that its cash will be sufficient to fund the Company’s current operating plan – including the potential negative impact of the Covid-19 pandemic – through at least the next 12 months from the date of issuance of the accompanying condensed consolidated financial statements.

In the event of unexpected decreased demand for the Company’s products, management’s operating plans are designed to control operating costs until such time as the Company generates sufficient cash flows from operations. If there were a decrease in the demand for the Company’s products due to the Covid-19 pandemic or other economic or competitive conditions, or management were otherwise unable to achieve its revenue plan, the Company would cut costs as appropriate. Nevertheless, in this event, there could be a significant reduction in liquidity due to the possible inability of the Company to cut costs sufficiently.

Recently Adopted Accounting Pronouncements

In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment,” which simplifies the test for goodwill impairment. The guidance is effective for the Company beginning in the first quarter of fiscal year 2020. Early adoption is permitted for interim or annual goodwill impairments tests after January 1, 2017. The Company adopted this guidance as of January 1, 2020 and the guidance did not have an impact on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, “Disclosure Framework-Changes to the Disclosure Requirements for the Fair Value Measurement,” which modifies the disclosure requirements on fair value measurements. The guidance is effective for the Company beginning in the first quarter of fiscal year 2020. The Company adopted this guidance as of January 1, 2020 and the guidance did not have an impact on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract,” which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance is effective for the Company beginning in the first quarter of fiscal year 2020. The Company adopted this guidance as of January 1, 2020 and the guidance did not have an impact on its consolidated financial statements.

In November 2018, the FASB issued ASU 2018-18, “Collaborative Arrangements: Clarifying the Interaction Between Topic 808 and Topic 606.” This guidance clarifies that, when the collaborative arrangement participant is a customer in the context of a unit-of-account, revenue from contracts with customers guidance should be applied, adds unit-of-account guidance to collaborative arrangements guidance, and requires, that in a transaction with a collaborative arrangement participant who is not a customer, presenting the transaction together with revenue recognized under contracts with customers is precluded. The guidance is effective for the Company beginning in the first quarter of fiscal year 2020. The Company adopted this guidance as of January 1, 2020 and the guidance did not have an impact on its consolidated financial statements.

In November 2019, the FASB issued ASU 2019-08, “Codification Improvements – Share-Based Consideration Payable to a Customer,” which requires that an entity measure and classify share-based payment awards granted to a customer by applying the guidance in Topic 718. The guidance is effective for the Company beginning in the first quarter of fiscal year 2020. The Company adopted this guidance as of January 1, 2020 and the guidance did not have an impact on its consolidated financial statements.

Recent Accounting Pronouncements, Not Yet Effective

In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes,” which removes certain exceptions to the general principles of the accounting for income taxes and also improves consistent application of and simplification of other areas when accounting for income taxes. The guidance is effective for the Company beginning in the first quarter of fiscal year 2021. Early adoption is permitted. The Company is assessing the impact of adopting this guidance on its consolidated financial statements.

Concentration of Credit Risk

The Company deposits its cash in financial institutions. At times, such deposits may be in excess of insured limits. To date, the Company has not experienced any impairment losses on its cash. The Company also limits its credit risk with respect to accounts receivable by performing credit evaluations when deemed necessary.

Major Customers

For the three months ended March 31, 2020 and 2019, the following customers, all of which are in the Water Filtration segment, accounted for the following percentages of the Company’s revenues, respectively:

Customer	2020			2019
A		23	%		7	%
B		16	%		17	%
C		11	%		12	%
D		10	%		12	%
Total		60	%		48	%

As of March 31, 2020 and December 31, 2019, the following customers accounted for the following percentages of the Company’s accounts receivable, respectively:

Customer	2020			2019
A		26	%		11	%
B		13	%		26	%
Total		39	%		37	%

Cash and Cash Equivalents

The Company considers all highly liquid money market instruments with an original maturity of three months or less when purchased to be cash equivalents. At March 31, 2020 and December 31, 2019, cash and cash equivalents were deposited in financial institutions and consisted entirely of immediately available fund balances. The Company maintains its cash deposits and cash equivalents with financial institutions it believes to be well-known and stable.

Accounts Receivable

The Company provides credit terms to customers in connection with purchases of the Company’s products. Management periodically reviews customer account activity in order to assess the adequacy of the allowances provided for potential collection issues and returns. Factors considered include economic conditions, each customer’s payment and return history and credit worthiness. Adjustments, if any, are made to reserve balances following the completion of these reviews to reflect management’s best estimate of potential losses. There was no allowance for doubtful accounts as of March 31, 2020. The allowance for doubtful accounts was approximately $25,000 as of December 31, 2019. For the three months ended March 31, 2020 and 2019, there was no provision for bad debt expense. Write-offs of accounts receivable were approximately $25,000 for the three months ended March 31, 2020 which were reserved for in a prior period. Write-offs of accounts receivable were approximately $4,000 for the three months ended March 31, 2019 which were reserved for in a prior period. There was no allowance for sales returns at March 31, 2020 or December 31, 2019.

Depreciation Expense

Depreciation related to equipment utilized in the manufacturing process is recognized in cost of goods sold on the consolidated statements of operations and comprehensive loss. For the three months ended March 31, 2020 and 2019, depreciation expense was approximately $5,000 and $8,000, respectively. Approximately $4,000 of the approximately $5,000 of depreciation expense for the three months ended March 31, 2020 has been recognized in the cost of goods sold. Approximately $2,000 of the approximately $8,000 of depreciation expense for the three months ended March 31, 2019 has been recognized in the cost of goods sold.

Note 3 – Revenue Recognition

The Company recognizes revenue related to product sales when product is shipped via external logistics provider and the other criteria of ASC 606, “Revenue from Contracts with Customers” (“ASC 606”) are met. Product revenue is recorded net of returns and allowances. In addition to product revenue, the Company recognizes revenue related to royalty and other agreements in accordance with the five-step model in ASC 606. Royalty and other revenue recognized for the three months ended March 31, 2020 and 2019 is comprised of:

	Three Months Ended March 31,
	2020		2019
	(in thousands)
Royalty revenue under the Bellco License Agreement	$	16	$	26
Other revenue		38		14
Total royalty and other revenue	$	54	$	40

Bellco License Agreement

With regard to the OLpūr MD190 and MD220, on June 27, 2011, the Company entered into a License Agreement (the “License Agreement”), effective July 1, 2011, with Bellco S.r.l. (“Bellco”), an Italy-based supplier of hemodialysis and intensive care products, for the manufacturing, marketing and sale of the Company’s patented mid-dilution dialysis filters (the “Products”). Under the License Agreement, as amended, the Company granted Bellco a license to manufacture, market and sell the Products under its own name, label, and CE mark in certain countries on an exclusive basis, and to do the same on a non-exclusive basis in certain other countries. Under the License Agreement with Bellco, the Company received upfront payments which were previously deferred and subsequently recognized as license revenue over the term of the License Agreement.

The License Agreement, as amended, also provides minimum sales targets which, if not satisfied, will, at the discretion of the Company, result in conversion of the license to non-exclusive status. Beginning on January 1, 2015 through and including December 31, 2021, Bellco will pay the Company a royalty based on the number of units of Products sold per year in the covered territory as follows: for the first 125,000 units sold in total, €1.75 (approximately $1.90) per unit; thereafter, €1.25 (approximately $1.40) per unit. The License Agreement also provides for a fixed royalty payment payable to the Company for the period beginning on January 1, 2015 through and including December 31, 2021 if the minimum sales targets are not met.

The Company recognized royalty income from Bellco pursuant to the License Agreement for the three months ended March 31, 2020 and 2019 of approximately $16,000 and $26,000, respectively.

Note 4 – Fair Value Measurements

The Company measures certain financial instruments and other items at fair value.

To determine the fair value, the Company uses the fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use to value an asset or liability and are developed based on market data obtained from independent sources. Unobservable inputs are inputs based on assumptions about the factors market participants would use to value an asset or liability.

To measure fair value, the Company uses the following fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs other than Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Value is determined using pricing models, discounted cash flow methodologies, or similar techniques and also includes instruments for which the determination of fair value requires significant judgment or estimation.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level of classification for each reporting period.

The following table sets forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2020:

	Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Total
	(in thousands)
At March 31, 2020:
Total contingent consideration liability	$	-	$	-	$	203	$	203

The following table sets forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2019:

	Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Total
	(in thousands)
At December 31, 2019:
Total contingent consideration liability	$	-	$	-	$	300	$	300

The following table summarizes the change in fair value, as determined by Level 3 inputs, for the contingent consideration liability using unobservable Level 3 inputs for the three months ended March 31, 2020:

	Contingent Consideration
	(in thousands)
Balance as of December 31, 2019	$	300
Payments against contingent consideration		(63	)
Change in fair value of contingent consideration liability		(42	)
Accretion of contingent consideration liability		8
Balance as of March 31, 2020	$	203

During the three months ended March 31, 2020 and 2019, a change in fair value of contingent consideration of approximately $42,000 and $10,000, respectively, was recorded due to lower than planned performance.

Consideration paid in a business combination may include potential future payments that are contingent upon the acquired business achieving certain levels of earnings in the future (“contingent consideration”). Contingent consideration liabilities are measured at their estimated fair value as of the date of acquisition, with subsequent changes in fair value recorded in the consolidated statements of operations. Fair value as of the date of acquisition is estimated based on projections of expected future cash flows of the acquired business. The Company estimated the contingent consideration liability using the income approach (discounted cash flow method), which requires the Company to make estimates and assumptions regarding the future cash flows and profits. Changes in these estimates and assumptions could have a significant impact on the amounts recognized.

There were no transfers between levels in the fair value hierarchy during the three months ended March 31, 2020.

Assets and Liabilities Not Measured at Fair Value on a Recurring Basis

The carrying amounts of cash and cash equivalents, accounts receivable, secured revolving credit facility, accounts payable and accrued expenses approximate fair value due to the short-term maturity of these instruments.

The carrying amounts of the secured long-term note payable, lease liabilities and equipment financing approximate fair value as of March 31, 2020 and December 31, 2019 because those financial instruments bear interest at rates that approximate current market rates for similar agreements with similar maturities and credit.

Note 5 – Inventory, net

Inventory is stated at the lower of cost or net realizable value using the first-in, first-out method and consists of raw materials and finished goods. The Company’s inventory components as of March 31, 2020 and December 31, 2019 were as follows:

	March 31, 2020			December 31, 2019
	(in thousands)
Finished goods	$	3,330		$	2,248
Raw materials		365			359
Less: inventory reserve		(46	)		(45	)
Total inventory, net	$	3,649		$	2,562

Note 6 – Intangible Assets and Goodwill

Intangible Assets, net

Intangible assets for the three months ended March 31, 2020 and 2019 are set forth in the table below. Gross carrying values and accumulated amortization of the Company’s intangible assets by type are as follows:

	March 31, 2020							December 31, 2019
	Cost		Accumulated Amortization			Net		Cost		Accumulated Amortization			Net
	(in thousands)
Tradenames, service marks and domain names	$	50	$	(12	)	$	38	$	50	$	(10	)	$	40
Customer relationships		540		(40	)		500		540		(32	)		508
Total intangible assets	$	590		(52	)	$	538	$	590		(42	)		548

The Company recognized amortization expense of approximately $10,000 for each of the three months ended March 31, 2020 and 2019 and such amounts are included in selling, general and administrative expenses on the accompanying condensed consolidated statement of operations and comprehensive loss.

As of March 31, 2020, future amortization expense for each of the next five years is (in thousands):

Fiscal Years
2020 (excluding the three months ended March 31, 2020)	$	32
2021		42
2022		42
2023		42
2024		32

The Company did not recognize any intangible asset impairment charges during the three months ended March 31, 2020 or 2019.

Goodwill

Goodwill had a carrying value on the Company’s condensed consolidated balance sheets of $0.8 million at March 31, 2020 and December 31, 2019. Goodwill has been allocated to the Water Filtration segment.

Note 7 – License and Supply Agreement, net

On April 23, 2012, the Company entered into a License and Supply Agreement (the “License and Supply Agreement”) with Medica S.p.A. (“Medica”), an Italy-based medical product manufacturing company, for the marketing and sale of certain filtration products based upon Medica’s proprietary Medisulfone ultrafiltration technology in conjunction with the Company’s filtration products, and for an exclusive supply arrangement for the filtration products. Under the License and Supply Agreement, as amended, Medica granted to the Company an exclusive license, with right of sublicense, to market, promote, distribute, offer for sale and sell the filtration products worldwide, with certain limitations on territory, during the term of the License and Supply Agreement. In addition, the Company granted to Medica an exclusive license under the Company’s intellectual property to make the filtration products during the term of the License and Supply Agreement. The filtration products covered under the License and Supply Agreement includes both certain products based on Medica’s proprietary Versatile microfiber technology and certain filtration products based on Medica’s proprietary Medisulfone ultrafiltration technology. The term of the License Agreement with Medica expires on December 31, 2025, unless earlier terminated by either party in accordance with the terms of the License and Supply Agreement.

In exchange for the license, the gross value of the intangible asset capitalized was $2.3 million. License and supply agreement, net, on the condensed consolidated balance sheet is $0.8 million as of March 31, 2020 and December 31, 2019, respectively. Accumulated amortization is $1.5 million as of March 31, 2020 and December 31, 2019, respectively. The intangible asset is being amortized as an expense over the life of the License and Supply Agreement. Amortization expense of approximately $34,000 was recognized in each of the three months ended March 31, 2020 and 2019 on the condensed consolidated statement of operations and comprehensive loss.

As of September 2013, the Company has an understanding with Medica whereby the Company has agreed to pay interest to Medica at a 12% annual rate calculated on the principal amount of any outstanding invoices that are not paid pursuant to the original payment terms. There was no interest recognized for the three months ended March 31, 2020 or March 31, 2019.

In addition, for the period beginning April 23, 2014 through December 31, 2025, the Company will pay Medica a royalty rate of 3% of net sales of the filtration products sold, subject to reduction as a result of a supply interruption pursuant to the terms of the License and Supply Agreement. Approximately $69,000 and $47,000 for the three months ended March 31, 2020 and 2019, respectively, was recognized as royalty expense and is included in cost of goods sold on the condensed consolidated statement of operations and comprehensive loss. Approximately $69,000 in royalties are included in accrued expenses as of March 31, 2020. Approximately $83,000 in royalties are included in accounts payable as of December 31, 2019.

Note 8 – Secured Revolving Credit Facility

On August 17, 2017, the Company entered into the Loan Agreement and Security Agreement (the “Loan Agreement”) with Tech Capital, LLC (“Tech Capital”). The Loan Agreement initially provided for a secured asset-based revolving credit facility of up to $1.0 million, which the Company may draw upon and repay from time to time during the term of the Loan Agreement. On December 20, 2019, the Company and Tech Capital entered into a First Modification to the Loan Agreement (“the Amendment”). The Amendment increased the senior secured asset-based revolving credit facility from $1.0 million to $2.5 million. The outstanding principal balance of the Loan Agreement was $0.5 million and $0.6 million as of March 31, 2020 and December 31, 2019, respectively. The Company is using these proceeds for working capital and general corporate purposes.

The Loan Agreement has a term of 12 months and, as a result of the Amendment, will automatically renew for successive 12-month periods, measured from the date of the Amendment. Availability under the Loan Agreement will be based upon periodic borrowing base certifications valuing certain of the Company’s accounts receivable and inventory. Outstanding borrowings under the Loan Agreement accrue interest, which is payable monthly based on the average daily outstanding balance, at a rate equal to 3.5% plus the prime rate per annum, provided that such prime rate will not be less than 4.25% per annum and provided that such monthly interest payment is not less than $6,500. As of March 31, 2020, the current interest rate was 6.75% per annum

The Company also granted to Tech Capital a first priority security interest in its assets, including its accounts receivable and inventory, to secure all of its obligations under the Loan Agreement. In addition, Nephros International Limited, a wholly-owned subsidiary of the Company, unconditionally guaranteed the Company’s obligations under the Loan Agreement.

As a result of the Amendment, the Company was required to pay Tech Capital 0.50% of the maximum amount of credit available under the Loan Agreement on the date the Company entered into the Amendment and on each anniversary thereof while there remain outstanding amounts under the Loan Agreement.

For the three months ended March 31, 2020 and 2019, approximately $19,000 and $11,000, respectively, was recognized as interest expense on the condensed consolidated statement of operations and comprehensive loss. As of March 31, 2020, approximately $6,500 of the $19,000 of interest expense incurred for the three months ended March 31, 2020 is included in accrued expenses on the condensed consolidated balance sheet.

Note 9 – Secured Note Payable

On March 27, 2018, the Company entered into a Secured Promissory Note Agreement (the “Secured Note”) with Tech Capital for a principal amount of $1.2 million. As of March 31, 2020, the principal balance of the Secured Note was $0.8 million.

The Secured Note has a maturity date of April 1, 2023. The unpaid principal balance accrues interest at a rate of 8% per annum. Principal and interest payments are due on the first day of each month commencing on May 1, 2018. The Secured Note is subject to the terms and conditions of and is secured by security interests granted by the Company in favor of Tech Capital under the Loan and Security Agreement between the Company and Tech Capital, dated August 16, 2017 and all of the riders and amendments thereto (see Note 8 – Secured Revolving Credit Facility). An event of default under such Loan Agreement is an event of default under the Secured Note and vice versa. In the event the principal balance under the Loan Agreement is due, all amounts due under the Secured Note also become due.

During each of the three months ended March 31, 2020 and 2019, the Company made payments under the Secured Note of approximately $72,000. Included in the total payments made, approximately $16,000 and $20,000, respectively, was recognized as interest expense on the condensed consolidated statement of operations and comprehensive loss for the three months ended March 31, 2020 and 2019.

As of March 31, 2020, future principal maturities are as follows (in thousands):

Fiscal Years
2020 (excluding the three months ended March 31, 2020)	$	155
2021		249
2022		269
2023		95
Total	$	768

Note 10 – Leases

The Company has operating leases for corporate offices, an automobile and office equipment. The leases have remaining lease terms of 1 year to 4 years.

The Company entered into an operating lease in March 2020 for 1015 Telegraph Street, Unit B, Reno, Nevada 89502. The rental agreement commenced in March 2020 and expires in February 2022 with an option to extend for two additional years that the Company is reasonably certain to exercise. The monthly cost is approximately $5,000. Approximately $5,000 related to a security deposit for this office facility is classified as other assets on the condensed consolidated balance sheet as of March 31, 2020.

The Company entered into a finance lease in February 2020 for office equipment. The rental agreement commenced in February 2020 and expires in January 2023 with a monthly cost of approximately $1,000.

Operating lease cost, as presented below, includes costs associated with leases for which ROU assets have been recognized as well as short-term leases.

The components of total lease costs were as follows:

	Three months ended March 31, 2020		Three months ended March 31, 2019
	(in thousands)
Operating lease cost	$	91	$	58
Finance lease cost:
Amortization of right-of-use assets		1		-
Interest on lease liabilities		-		-
Total finance lease cost		1		-
Variable lease cost		13		2
Total lease cost	$	105	$	60

Supplemental cash flow information related to leases was as follows:

	Three months ended March 31, 2020		Three months ended March 31, 2019
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	89	$	57
Financing cash flows from finance leases		1		-

ROU assets obtained in exchange for lease obligations:
Operating leases	$	201	$	20
Finance leases		17		-

Supplemental balance sheet information related to leases was as follows:

	March 31, 2020			December 31, 2019
	(in thousands)
Operating lease right-of-use assets	$	1,238		$	1,106
Finance lease right-of-use assets	$	15		$	-

Current portion of operating lease liabilities	$	307		$	262
Operating lease liabilities, net of current portion		978			889
Total operating lease liabilities	$	1,285		$	1,151

Current portion of finance lease liabilities	$	5		$	-
Finance lease liabilities, net of current portion		10			-
Total finance lease liabilities	$	15		$	-

Weighted average remaining lease term
Operating leases		3.8 years			4 years
Finance leases		2.8 years			-

Weighted average discount rate
Operating leases		8.0	%		8.0	%
Finance leases		8.0	%		-

As of March 31, 2020, maturities of lease liabilities were as follows:

	Operating Leases			Finance Leases
	(in thousands)
2020 (excluding the three months ended March 31, 2020)	$	295		$	5
2021		389			6
2022		388			6
2023		261			1
2024		154			-
Total future minimum lease payments		1,487			18
Less imputed interest		(202	)		(3	)
Total	$	1,285		$	15

Note 11 – Stock Plans and Share-Based Payments

The fair value of stock options and restricted stock is recognized as stock-based compensation expense in the Company’s condensed consolidated statement of operations and comprehensive loss. The Company calculates stock-based compensation expense in accordance with ASC 718. The fair value of stock-based awards is amortized over the vesting period of the award.

Stock Options

During the three months ended March 31, 2020, the Company granted stock options to purchase 13,611 shares of common stock to employees. These stock options are being expensed over the respective vesting period, which is based on a service condition. The fair value of the stock options granted during the three months ended March 31, 2020 was approximately $79,000.

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. The below assumptions for the risk-free interest rates, expected dividend yield, expected lives and expected stock price volatility were utilized for the stock options granted during the three months ended March 31, 2020.

Assumptions for Option Grants
Stock Price Volatility	75.5	%
Risk-Free Interest Rates	1.22	%
Expected Life (in years)	6.25
Expected Dividend Yield	-	%

Stock-based compensation expense related to stock options was $168,000 and $143,000 for the three months ended March 31, 2020 and 2019, respectively. For the three months ended March 31, 2020, approximately $152,000 and $16,000 are included in selling, general and administrative expenses and research and development expenses, respectively, on the accompanying condensed consolidated statement of operations and comprehensive loss. For the three months ended March 31, 2019, approximately $124,000 and $19,000 are included in selling, general and administrative expenses and research and development expenses, respectively, on the accompanying condensed consolidated statement of operations and comprehensive loss.

During the three months ended March 31, 2020, stock options to purchase 556 shares of the Company’s common stock were exercised for proceeds of approximately $2,000, resulting in the issuance of 556 shares of the Company’s common stock. During the three months ended March 31, 2020, stock options to purchase 1,112 shares of the Company’s common stock were exercised in a cashless exercise, resulting in the issuance of 755 shares of the Company’s common stock.

There was no tax benefit related to expense recognized in the three months ended March 31, 2020 and 2019, as the Company is in a net operating loss position. As of March 31, 2020, there was $1.3 million of total unrecognized compensation expense related to unvested stock-based awards granted under the equity compensation plans, which will be amortized over the weighted average remaining requisite service period of 2.8 years. Such amount does not include the effect of future grants of equity compensation, if any.

Restricted Stock

Total stock-based compensation expense for restricted stock was approximately $28,000 and $15,000 for the three months ended March 31, 2020 and 2019, respectively. For the three months ended March 31, 2020, approximately $23,000 and $5,000 are included in selling, general and administrative expenses and research and development expenses, respectively, on the accompanying condensed consolidated statement of operations and comprehensive loss. For the three months ended March 31, 2019, approximately $14,000 and $1,000 are included in selling, general and administrative expenses and research and development expenses, respectively, on the accompanying condensed consolidated statement of operations and comprehensive loss.

As of March 31, 2020, there was approximately $24,000 of unrecognized compensation expense related to restricted stock awards, which is expected to be recognized over the next three months.

The aggregate shares of common stock legally issued and outstanding as of March 31, 2020 is greater than the aggregate shares of common stock outstanding for accounting purposes by the amount of unvested restricted shares.

SRP Equity Incentive Plan

SRP’s 2019 Equity Incentive Plan was approved on May 7, 2019 under which 150,000 shares of SRP’s common stock are reserved for the issuance of options and other awards.

There were no SRP stock options granted during the three months ended March 31, 2020. Stock-based compensation expense related to the SRP stock options was approximately $26,000 for the three months ended March 31, 2020. For the three months ended March 31, 2020, approximately $12,000 and $14,000 are included in selling, general and administrative expenses and research and development expenses, respectively, on the accompanying consolidated statement of operations and comprehensive loss. There were no SRP stock options outstanding during the three months ended March 31, 2019. Stock-based compensation expense related to the SRP stock options is presented by the Company as noncontrolling interest on the consolidated balance sheet as of March 31, 2020.

Note 12 – Stockholders’ Equity

February 2020 Common Stock Issuance

On February 4, 2020, the Company issued 937,500 shares of common stock through a confidentially marketed underwritten public offering resulting in gross proceeds to the Company of $7.5 million. The purchase price for each share was $8.00. Proceeds, net of equity issuance costs of $0.7 million, recorded as a result of the offering were $6.8 million.

Noncontrolling Interest

On September 5, 2018, SRP entered into a Series A Preferred Stock Purchase Agreement with certain purchasers pursuant to which SRP sold 600,000 shares of its Series A Preferred Stock (“Series A Preferred”) for $5.00 per share. The aggregate purchase price was $3.0 million. SRP incurred transaction-related expenses of approximately $30,000, which were included in selling, general and administrative expenses on the accompanying consolidated statement of operations and comprehensive loss for the three and nine months ended September 30, 2018. The net proceeds from the issuance of the Series A Preferred are restricted to SRP expenses, and may not be used for the benefit of the Company or other affiliated entities, except to reimburse for expenses directly attributable to SRP. Following the Series A Preferred transaction, the Company retained a 62.5% ownership interest in SRP, holding 100% of the outstanding common shares, and holders of Series A Preferred retained a 37.5% interest in SRP on a fully diluted basis, holding 100% of the outstanding preferred shares. Of the 600,000 shares of Series A Preferred issued, the shares purchased by related parties comprised of persons controlled by members of management and by the Company’s largest shareholder amounted to 18,000 and 400,000 shares, respectively.

Each share of Series A Preferred is initially convertible into one share of SRP common stock, subject to adjustment for stock splits and recapitalization events. Subject to customary exempt issuances, in the event SRP issues additional shares of its common stock or securities convertible into common stock at a per share price that is less than the original Series A Preferred price, the conversion price of the Series A Preferred will automatically be reduced to such lower price.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of SRP, the holders of the Series A Preferred are entitled to be paid out of the assets of SRP available for distribution to its stockholders or, in the case of a deemed liquidation event, out of the consideration payable to stockholders in such deemed liquidation event or the available proceeds, before any payment shall be made to the holders of SRP common stock by reason of their ownership thereof, an amount per share equal to one times (1x) the Series A Preferred original issue price, plus any accruing dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon (the “Series A Liquidation Preference”). If upon any such liquidation, dissolution or winding up of SRP or deemed liquidation event, the assets of SRP available for distribution to its stockholders shall be insufficient to pay the Series A Liquidation Preference in full, the holders of Series A Preferred shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. After the full payment of the Series A Liquidation Preference, the holders of the Series A Preferred and the holders of common stock will share ratably in any remaining proceeds available for distribution on an as-converted to common stock basis.

Each share of Series A Preferred accrues dividends at the rate per annum of $0.40 per share. The accruing dividends shall accrue from day to day, whether or not declared, and shall be cumulative and shall be payable only when, as, and if declared by the Board.

Holders of Series A Preferred shall be entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Series A Preferred held by such holder are convertible as of the record date for determining stockholders entitled to vote. Except as provided by law or by the other provisions, the holders of Series A Preferred vote together with the holders of common stock as a single class. Notwithstanding the foregoing, for as long as at least 150,000 shares of Series A Preferred are outstanding, SRP is required to obtain the affirmative vote or written consent of a majority of the Series A Preferred in order to effect certain corporate transactions, including without limitation, the issuance of any securities senior to or on parity with the Series A Preferred, a liquidation or deemed liquidation of SRP, amendments to SRP’s charter documents, the issuance of indebtedness in excess of $250,000, any annual budget for the Company’s operations, and the hiring or firing of any executive officers of SRP. In addition, the holders of the Series A Preferred are entitled to elect two members of SRP’s board of directors.

The noncontrolling interest in SRP held by holders of the Series A Preferred has been classified as equity on the accompanying consolidated interim balance sheet, as the noncontrolling interest is redeemable only upon the occurrence of events that are within the control of the Company.

Warrants

During the three months ended March 31, 2020, warrants to purchase 18,889 shares of the Company’s common stock were exercised, resulting in proceeds of approximately $51,000 and the issuance of 18,889 shares of the Company’s common stock.

There were no warrants exercised during the three months ended March 31, 2019.

Note 13 – Net Loss per Common Share

Basic loss per common share is calculated by dividing net loss available to common shareholders by the number of weighted average common shares issued and outstanding. Diluted loss per common share is calculated by dividing net loss available to common shareholders by the weighted average number of common shares issued and outstanding for the period, plus amounts representing the dilutive effect from the exercise of stock options and warrants, as applicable. The Company calculates dilutive potential common shares using the treasury stock method, which assumes the Company will use the proceeds from the exercise of stock options and warrants to repurchase shares of common stock to hold in its treasury stock reserves.

The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as they would be antidilutive:

	March 31,
	2020		2019
Shares underlying warrants outstanding		360,035		738,070
Shares underlying options outstanding		1,007,370		832,790
Unvested restricted stock		55,111		49,364

Note 14 – Commitments and Contingencies

Purchase Commitments

In exchange for the rights granted under the License and Supply Agreement with Medica (see Note 7 – License and Supply Agreement, net), the Company agreed to make certain minimum annual aggregate purchases from Medica over the term of the License and Supply Agreement. For the year ended December 31, 2020, the Company has agreed to make minimum annual aggregate purchases from Medica of €3.2 million (approximately $3.5 million). As of March 31, 2020, the Company’s aggregate purchase commitments totaled €2.6 million (approximately $2.9 million).

Contractual Obligations

See Note 10 – Leases for a discussion of the Company’s contractual obligations.

Note 15 – Segment Reporting

On January 1, 2020, the Company began reporting the results of its Pathogen Detection Systems business as a new segment, known as the Pathogen Detection segment. Prior to the additional reporting of Pathogen Detection as a reporting segment, the Company had two operating segments, Water Filtration and Renal Products. The Company has reflected the new segment measures beginning in the three months ended March 31, 2020, and prior periods have been restated for comparability.

The Company has defined three reportable segments: Water Filtration, Pathogen Detection and Renal Products. The Water Filtration segment primarily develops and sells high performance water purification filters. The Pathogen Detection segment develops and sells portable, real-time water testing systems designed to provide actionable data on waterborne pathogens in approximately one hour. The Renal Products segment is focused on the development of medical device products for patients with renal disease, including a 2^ndgeneration hemodiafiltration system for the treatment of patients with ESRD.

The Company’s chief operating decision maker evaluates the financial performance of the Company’s segments based upon segment revenues, gross margin and operating expenses which include research and development and selling, general and administrative expenses. Items below loss from operations are not reported by segment, since they are excluded from the measure of segment profitability reviewed by the Company’s chief operating decision maker. The Company does not report balance sheet information by segment since it is not reviewed by the Company’s chief operating decision maker.

The accounting policies for the Company’s segments are the same as those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

The tables below present segment information reconciled to total Company loss from operations, with segment operating loss including gross profit less direct research and development expenses and direct selling, general and administrative expenses to the extent specifically identified by segment:

	Three Months Ended March 31, 2020
	(in thousands)
	Water Filtration			Pathogen Detection			Renal Products			Nephros, Inc. Consolidated
Total net revenues	$	2,511		$	18		$	-		$	2,529
Gross margin		1,480			11			-			1,491
Research and development expenses		310			52			201			563
Depreciation and amortization expense		46			-			-			46
Selling, general and administrative expenses		1,715			125			110			1,950
Change in fair value of contingent consideration		(42	)		-			-			(42	)
Total operating expenses		2,029			177			311			2,517
Loss from operations	$	(549	)	$	(166	)	$	(311	)	$	(1,026	)

	Three Months Ended March 31, 2019
	(in thousands)
	Water Filtration			Pathogen Detection			Renal Products			Nephros, Inc. Consolidated
Total net revenues	$	1,769		$	-		$	-		$	1,769
Gross margin		998			-			-			998
Research and development expenses		219			126			411			756
Depreciation and amortization expense		50			-			-			50
Selling, general and administrative expenses		1,469			-			34			1,503
Change in fair value of contingent consideration		(10	)		-			-			(10	)
Total operating expenses		1,728			126			445			2,299
Loss from operations	$	(730	)	$	(126	)	$	(445	)	$	(1,301	)

Note 16 – Subsequent Events

On April 24, 2020, the Company was granted a loan in the amount of approximately $478,700 under the U.S. Small Business Administration’s Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) enacted on March 27, 2020, provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. In connection with the PPP loan, the Company issued a promissory note dated April 24, 2020, in the principal amount of $478,700. The loan matures on April 24, 2022 and bears interest at a rate of 1.0% per annum, payable monthly commencing November 24, 2020. The note may be prepaid at any time prior to maturity with no prepayment penalties. Funds from the loan may only be used for payroll costs, benefits, rent, utilities and interest on other debt obligations incurred prior to February 15, 2020. The Company intends to use the entire amount for such qualifying expenses. Under the terms of the PPP, certain amounts of the loan may be forgiven if they are used for qualifying expenses during the first eight weeks of the loan.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with our condensed consolidated financial statements and notes thereto included in Item 1 of Part I of this Quarterly Report on Form 10-Q. This discussion includes forward-looking statements about our business, financial condition and results of operations including discussions about management’s expectations for our business. These statements represent projections, beliefs and expectations based on current circumstances and conditions and in light of recent events and trends, and these statements should not be construed either as assurances of performances or as promises of a given course of action. Instead, various known and unknown factors are likely to cause our actual performance and management’s actions to vary, and the results of these variances may be both material and adverse.

Business Overview

We are a commercial-stage company that develops and sells high performance water solutions to the medical and commercial markets.

In medical markets, we sell water filtration products and waterborne pathogen detection products. Our medical water filters, mostly classified as ultrafilters, are used primarily by hospitals for the prevention of infection from waterborne pathogens, such as legionella and pseudomonas, and in dialysis centers for the removal of biological contaminants from water and bicarbonate concentrate. Because our ultrafilters capture contaminants as small as 0.005 microns in size, they minimize exposure to a wide variety of bacteria, viruses, fungi, parasites, and endotoxins.

Our pathogen detection system is a portable, real-time system designed to provide actionable data for infection control teams on up to 15 different pathogens from a single water sample, in approximately one hour.

In commercial markets, we manufacture and sell water filters that improve the taste and odor of water and reduce biofilm, bacteria, and scale build-up in downstream equipment. Marketed under both the Nephros and AETHER brands, our products are marketed primarily to the food service, hospitality, convenience store, and health care markets.

We also have a subsidiary, Specialty Renal Products, Inc. (“SRP”), a development-stage medical device company, focused primarily on developing hemodiafiltration (“HDF”) technology. SRP is developing a second-generation of the Nephros OLpūr H2H Hemodiafiltration System, the FDA 510(k)-cleared medical device that enables nephrologists to provide HDF treatment to patients with end stage renal disease (“ESRD”).

We were founded in 1997 by healthcare professionals affiliated with Columbia University Medical Center/New York-Presbyterian Hospital to develop and commercialize an alternative method to hemodialysis. We have extended our filtration technologies to meet the demand for liquid purification in other areas, in particular, water purification.

Covid-19 Pandemic

The Covid-19 pandemic has impacted nearly every business in the United States and around the world. To date, we have been able to maintain operations through the crisis, fully supporting our customers and strategic partners. Our warehouse and laboratory teams have integrated disinfection procedures into their activities, while our office teams have worked primarily from home. Our manufacturing and sterilization facilities have been operational, our supply chain has not been materially impacted, and our warehouses are shipping product on normal schedules.

In recent weeks, the Covid-19 pandemic has negatively impacted our business in several ways, including:

	●	We have seen decreased demand for our medical filtration products, which are targeted primarily to hospital customers. We believe this decreased demand is due primarily to our customers shifting their focus to matters related to the Covid-19 crisis and de-prioritizing unrelated matters. These priority shifts have manifested as delays in expected orders in both new and existing customers. In addition, we believe that the inability of our sales personnel to meet with new potential customers due to shelter-in-place and other orders issued to address the spread of Covid-19 has also hindered demand for our products.
	●	The late January product launch of our PluraPath pathogen detection system was interrupted shortly after it began.
	●	Our commercial filtration products, which are primarily targeted at the hospitality and food service markets, have seen a decrease in demand, due to the closure of many hotels and restaurants.
	●	We increased our cash usage in the first quarter of the year to purchase extra inventory from our Italian manufacturer as a hedge against the risk of potential supply chain interruptions.

As we are unable to determine the duration of the Covid-19 pandemic, we are not able to predict when we will see an increase in demand for our products and a corresponding increase to our revenue. Due to this uncertainty, we applied for and received $478,700 in U.S. Small Business Administration’s Paycheck Protection Program (“PPP”) funds on April 24, 2020, which we believe will help us offset the adverse effect on our results of operations and financial condition that could result from a prolonged decrease in demand for our products.

We believe that, as the Covid-19 crisis subsides, we may experience over the medium-to-long-term a net positive impact on demand for all of our products, due especially to increased global awareness of infectious pathogens and the serious problems they cause. Specifically, we expect that:

	●	Purchase decisions for infection control filtration that had been deferred, both in new and existing customer organizations, may be re-prioritized.
	●	Demand for our pathogen detection products may increase as unoccupied buildings, including office buildings and hotels, are readied for re-occupation. Extended periods of low, or no, water flow through building piping creates opportunities for biofilm propagation – a problem our strategic partners are trained to eradicate.
	●	Demand for our commercial filtration products may increase as and to the extent that hotels, casinos, and restaurants re-open.
	●	Sales meetings at new potential customers may resume.

In summary, the Covid-19 pandemic adds uncertainty to our business plans in the short term, while we believe that our medium-to-long-term prospects remain strong. At this time, we cannot predict the specific extent or duration of the impact of Covid-19 on our condition, resources and results.

Our Products

Water Filtration Products

We develop and sell water filtration products used in both medical and commercial applications. Our water filtration products employ multiple filtration technologies, as described below.

In medical markets, our primary filtration mechanism is to pass liquids through the pores of polysulfone hollow fiber. Our filters’ pores are significantly smaller than those of competing products, resulting in highly effective elimination of waterborne pathogens, including legionella bacteria (the cause of Legionnaires disease) and viruses, which are not eliminated by most other microbiological filters on the market. Additionally, the fiber structure and pore density in our hollow fiber enables significantly higher flow rates than in other polysulfone hollow fiber.

Our primary sales strategy in medical markets is to sell through value-added resellers (“VARs”). Leveraging VARs has enabled us to expand rapidly our access to target customers without significant sales staff expansion. In addition, while we are currently focused in medical markets, the VARs that support these customers also support a wide variety of commercial and industrial customers. We believe that our VAR relationships will facilitate growth in filter sales outside of the medical industry.

In commercial markets, we develop and sell our Nephros- and AETHER-branded filters, for which carbon-based absorption is the primary filtration mechanism. Aether products allow us to improve water’s odor and taste, to reduce scale and heavy metals, and to reduce other water contaminants for customers who are primarily in the food service, convenience store, and hospitality industries.

Our Aether filter offerings have the potential to generate accretive revenue growth in at least three ways. First, we expect the business to continue its organic growth. Second, cross-selling opportunities are generated by offering taste/odor-focused products to the medical markets, as well as pathogen-focused filtration to the commercial markets. Finally, as part of the more substantial Nephros organization, Aether may be able to compete for larger filtration contracts than may have been available to it as a smaller, independent firm. In the year since we acquired the AETHER brand, we have seen some promising results in each of these strategies, but it is still too early to judge the likelihood or magnitude of their long-term success.

In commercial markets, our model combines both direct and indirect sales. Our sales staff have sold products directly to a number of convenience stores, hotels, casinos, and restaurants. We are also pursuing large corporate contracts through partnerships.

Target Markets

Our ultrafiltration products currently target the following markets:

	●	Hospitals and Other Healthcare Facilities: Filtration of water for washing and drinking as an aid in infection control. The filters produce water that is suitable for wound cleansing, cleaning of equipment used in medical procedures, and washing of surgeons’ hands.
	●	Dialysis Centers: Filtration of water or bicarbonate concentrate used in hemodialysis.
	●	Commercial Facilities: Filtration and purification of water for consumption, including for use in ice machines and soft drink dispensers.
	●	Military and Outdoor Recreation: Individual water purification devices used by soldiers and backpackers to produce drinking water in the field, as well as filters customized to remote water processing systems.

Hospitals and Other Healthcare Facilities. Nephros filters are a leading tool used to provide proactive protection to patients in high-risk areas (e.g., ice machines, surgical rooms, NICUs) and reactive protection to patients in broader areas during periods of water pathogen outbreaks. Our products are used in hundreds of medical facilities to aid in infection control, both proactively and reactively.

According to the American Hospital Association, approximately 6,200 hospitals, with approximately 931,000 beds, treated over 36 million patients in the United States in 2017. The U.S. Centers for Disease Control and Prevention estimates that healthcare associated infections (“HAI”) occurred in approximately 1 out of every 31 hospital patients, or about 687,000 patients in 2015. HAIs affect patients in hospitals or other healthcare facilities and are not present or incubating at the time of admission. They also include infections acquired by patients in the hospital or facility, but appearing after discharge, and occupational infections among staff. Many HAIs are caused by waterborne bacteria and viruses that can thrive in aging or complex plumbing systems often found in healthcare facilities.

In June 2017, the Center for Clinical Standards and Quality at the Centers for Medicare and Medicaid Services (“CMS”) announced the addition of requirements for facilities to develop policies and procedures that inhibit the growth and spread of legionella and other opportunistic pathogens in building water systems. Going forward, CMS surveyors will review policies, procedures, and reports documenting water management implementation results to verify that facilities are compliant with these requirements. We believe that these CMS regulations may have a positive impact on the sale of our HAI-inhibiting ultrafilters.

We currently have FDA 510(k) clearance on the following portfolio of medical device products for use in the hospital setting to aid in infection control:

	●	The DSU-H and SSU-H are in-line, 0.005-micron ultrafilters that provide dual- and single-stage protection, respectively, from waterborne pathogens. They are primarily used to filter potable water feeding ice machines, sinks, and medical equipment, such as endoscope washers and surgical room humidifiers. The DSU-H has an up to 6-month product life in a typical hospital setting, while the SSU-H has an up to 3-month life.

	●	The S100 is a point-of-use, 0.01-micron microfilter that provides protection from waterborne pathogens. The S100 is primarily used to filter potable water feeding sinks and showers. The S100 has an up to 3-month product life when used in a hospital setting.

	●	The HydraGuard^TM and HydraGuard^TM - Flush are 0.005-micron cartridge ultrafilters that provide single-stage protection from waterborne pathogens. The HydraGuard ultrafilters are primarily used to filter potable water feeding ice machines and medical equipment, such as endoscope washers and surgical room humidifiers. The HydraGuard has an up to 6-month product life and the HydraGuard - Flush has an up to 12-month product life when used in a hospital setting.

Our complete hospital infection control product line, including in-line, point-of-use, and cartridge filters, can be viewed on our website at http://www.nephros.com/infection-control/. We are not including the information on our website as a part of, nor incorporating it by reference into, this Quarterly Report on Form 10-Q.

Dialysis Centers - Water/Bicarbonate. In the dialysis water market, Nephros ultrafiltration products are among the highest performing products on the market. The DSU-D, SSU-D and the SSUmini have become the standard endotoxin filter in many portable reverse osmosis systems. The EndoPur^®, our large-format ultrafilter targeted at dialysis clinic water systems, provides the smallest pore size available. Following a long pilot project at a major dialysis provider, we are now seeing growth in the use of this product. In addition, we aim to expand EndoPur’s usage into heat-disinfected water systems, which will further open the market for this product.

To perform hemodialysis, all dialysis clinics have dedicated water purification systems to produce water and bicarbonate concentrate, two essential ingredients for making dialysate, the liquid that removes waste material from the blood. According to the American Journal of Kidney Diseases, there are approximately 6,500 dialysis clinics in the United States servicing approximately 468,000 patients annually. We estimate that there are over 100,000 hemodialysis machines in operation in the United States.

Medicare is the main payer for dialysis treatment in the United States. To be eligible for Medicare reimbursement, dialysis centers must meet the minimum standards for water and bicarbonate concentrate quality set by the Association for the Advancement of Medical Instrumentation (“AAMI”), the American National Standards Institute (“ANSI”) and the International Standards Organization (“ISO”). We anticipate that the stricter standards approved by these organizations in 2009 will be adopted by Medicare in the near future.

We currently have FDA 510(k) clearance on the following portfolio of medical device products for use in the dialysis setting to aid in bacteria, virus, and endotoxin retention:

	●	The DSU-D, SSU-D and SSUmini are in-line, 0.005-micron ultrafilters that provide protection from bacteria, viruses, and endotoxins. All of these products have an up to 12-month product life in the dialysis setting and are used to filter water following treatment with a reverse osmosis (“RO”) system, and to filter bicarbonate concentrate. These ultrafilters are primarily used in the water lines and bicarbonate concentrate lines leading into dialysis machines, and as a polish filter for portable RO machines.

	●	The EndoPur is a 0.005-micron cartridge ultrafilter that provides single-stage protection from bacteria, viruses, and endotoxins. The EndoPur has an up to 12-month product life in the dialysis setting, and is used to filter water following treatment with an RO system. More specifically, the EndoPur is used primarily to filter water in large RO systems designed to provide ultrapure water to an entire dialysis clinic. The EndoPur is a cartridge-based, “plug and play” market entry that requires no plumbing at installation or replacement. The EndoPur is available in 10”, 20”, and 30” configurations.

Commercial and Industrial Facilities. Our commercial NanoGuard^® product line accomplishes ultrafiltration via small pore size (0.005 micron) technology, filtering bacteria and viruses from water. In addition, the recently acquired AETHER brand expands our product line to include water filtration and purification technologies that are primarily focused on improving odor and taste and on reducing scale and heavy metals from filtered water.

We purchased the AETHER brand to expedite our access to commercial markets and to expand our filtration expertise and capabilities. Our commercial market focus is in the hotel, restaurant, and convenience store markets. In the first year post-acquisition, we upgraded Aether facilities to increase production and logistics capacity, integrated Aether products into the Nephros infection control product portfolio, and initiated sales efforts with a number of large commercial customers. We have recently added to our commercial sales team and, going forward, hope to close on one or more large contracts that may result in step-change increases in commercial market revenue.

Over time, we believe that the same water safety management programs currently underway at medical facilities may migrate to commercial markets. As the epidemiology of waterborne pathogens expands, links to contamination sources will become more efficient and the data more readily available. In cases where those sources are linked to restaurants, hotels, office buildings and residential complexes, the corporate owners of those facilities will likely face increasing liability exposure. We expect that building owners will come to understand ASHRAE-188, which outlines risk factors for buildings and their occupants, and provides water safety management guidelines. We believe, in time, most commercial buildings will need to follow the basic requirements of ASHRAE-188: create a water management plan, perform routine testing, and establish a plan to treat the building in the event of a positive test.

As demand for water testing and microbiological filtration grows, we will be ready to deploy our expertise and solutions based on years of experience servicing the medical market. We believe that we have an opportunity to offer unique expertise and products to the commercial market, and that our future revenue from the commercial market could even surpass our infection control revenue.

We currently market the following portfolio of proprietary products for use in the commercial, industrial, and food service settings:

●

The NanoGuard set of products are in-line, 0.005-micron ultrafilter that provides dual-stage retention of any organic or inorganic particle larger than 15,000 Daltons. NanoGuard products are designed to fit a variety of existing plumbing configurations, including 10” and 20” standard housings, and AETHER and Everpure® manifolds. Included in the NanoGuard product line are both conventional and flushable filters.

●

The AETHER line of commercial filters, which are also sold under the Nephros brand, provide a variety of technology solutions that improve water quality in food service, convenience store, hospitality, and industrial applications. AETHER filters improve water taste and odor, and reduce sediment, dirt, rust particles and other solids, chlorine and heavy minerals, lime scale build-up, and both particulate lead and soluble lead.

AETHER products combine effectively with NanoGuard ultrafiltration technologies to offer full-featured solutions to the commercial water market, including to existing users of Everpure filter manifolds.

Military and Outdoor Recreation. We developed our individual water treatment device (“IWTD”) in both in-line and point-of-use configurations. Our IWTD allows a soldier in the field to derive drinking water from any freshwater source. This enables the soldier to remain hydrated, to help maintain mission effectiveness and unit readiness, and to extend mission reach. Our IWTD has been validated by the military to meet the NSF Protocol P248 standard. It has also been approved by the U.S. Army Public Health Command and the U.S. Army Test and Evaluation Command for deployment.

In May 2015, we entered into a Sublicense Agreement (the “Sublicense Agreement”) with CamelBak Products, LLC (“CamelBak”). Under this Sublicense Agreement, we granted CamelBak an exclusive, non-transferable, worldwide (with the exception of Italy) sublicense and license, in each case solely to market, sell, distribute, import and export the IWTD. In exchange for the rights granted to CamelBak, CamelBak agreed, through December 31, 2022, to pay us a percentage of the gross profit on any sales made to a branch of the U.S. military, subject to certain exceptions, and to pay us a fixed per-unit fee for any other sales made. CamelBak was also required to meet or exceed certain minimum annual fees payable to us, and, if such fees are not met or exceeded, we were able to convert the exclusive sublicense to a non-exclusive sublicense with respect to non-U.S. military sales. In the first quarter of 2019, the Sublicense Agreement was amended to eliminate the minimum fee obligations starting May 6, 2018 and, as such, CamelBak has no further minimum fee obligations. There was no royalty revenue recognized during the three months ended March 31, 2020 or 2019 related to this Sublicense Agreement. CamelBak product sales have been slower than originally hoped. However, military contracts often take years to close, and we remain optimistic about these products and markets.

Pathogen Detection Systems

Pathogen Detection in Infection Control. We recently expanded our portfolio of solutions with the introduction of our PluraPath™ pathogen detection system, which we believe represents a significant growth opportunity for Nephros.

We developed the PluraPath pathogen detection system to provide real-time data to infection control teams executing their water management plans. We integrated our ultrafilter technology with emerging, quantitative polymerase chain reaction (qPCR) technology and real-time analytics. We chose a portable, open-source qPCR platform that allows us to parallel-processes up to 15 different bacteria and virus assays. We worked with industry experts to select and develop DNA- and RNA-based assays that could meet our goals of providing quantitative precision within one hour. We also developed a mobile application to extract and process the data real-time. Furthermore, we designed the system so that anyone can perform qPCR testing, not just someone with training in microbiological laboratory techniques.

With the PluraPath system, it will be possible to map and track the changes to levels of multiple bacterial and viral pathogens in a building’s water system on a real-time basis, at cost levels equivalent to assays that currently take 24-72 hours or more and typically provide data on only a single pathogen. Using PluraPath, we expect that infection control teams will be able to quickly assess approximate levels of a broad array of pathogens in their water systems, and optimally focus their secondary disinfection efforts and point-of-use filtration; services and products offered by our strategic partners.

The PluraPath system does not replace culture-based assays, which are the current regulatory requirements for confirmation in testing for waterborne pathogens. Rather, we believe PluraPath will become a valuable tool in the arsenal of defense, permitting faster decision making about a larger target population of pathogens. Our objective is to provide our customers and strategic partners with a user-friendly system that delivers dependable, actionable data to infection control teams in less than an hour.

Pathogen Detection in Dialysis Facilities. We have also been investigating pathogen detection efforts in the dialysis space. The LAL (limulus amebocyte lysate) test is a dialysis industry standard assay that identifies the presence of potential endotoxins, agnostic to the source species. The source of endotoxins are gram-negative bacteria. LAL testing routinely takes 48-72 hours to provide results from the time of shipping the sample to a central laboratory. When dialysis clinics have urgent contamination or severely elevated endotoxin issues, they may have to shut down for extended periods of time creating enormous logistical issues for patients and increasing the cost of care.

To provide a real-time solution for this testing paradigm, we plan to launch the DialyPath™ pathogen detection and endotoxin estimation system in the second quarter of this year. The DialyPath system will mirror our PluraPath but include a gram-negative DNA marker test and test for six different gram-negative bacteria. The DialyPath system is designed to provide data on two test samples in one run in less than one hour. The system will provide an estimate of the overall endotoxin in the sample, as well as estimated levels of six specific endotoxin-generating bacteria known to be frequent invaders of dialysis clinic water systems.

Facility-Wide Pathogen Detection. Bacterial contaminants in water systems can originate from thousands of different bacterial families. The technology now exists to map the water system biome in real-time, on-site. Using an enhanced form of the portable PluraPath system and a bioinformatics database, we have been able to detect as many as 10 different bacteria families in a single sample. The potential for this kind of building biome mapping is enormous. We will have the ability to process as many as 96 samples in a single run, recognizing over 20,000 different bacteria reference sequences, in less than a day on site. We are currently working on the processes and procedures to provide this as a service, and eventually as a product that we can support with partners who have the in-house technical capabilities to manage this system. Additionally, we are working on drafting a white paper to provide guidance on how to operationalize this building biome mapping tool.

We expect to be able to launch the SequaPath™ system and building biome mapping service before the end of 2020. While this service could be of value to the management of any water system in any building in any part of the world, we will first focus on the hospital customers of our strategic partners. Once proven in the hospital space, then we believe that the SequaPath system has the potential to shift the building water testing paradigm across multiple markets and geographies.

Specialty Renal Products: HDF System

Introduction to HDF

The current standard of care in the United States for patients with chronic renal failure is hemodialysis (“HD”), a process in which toxins are cleared via diffusion. Patients typically receive HD treatments at least 3 times weekly for 3-4 hours per treatment. HD is most effective in removing smaller, easily diffusible toxins. For patients with acute renal failure, the current standard of care in the United States is hemofiltration (“HF”), a process where toxins are cleared via convection. HF offers a much better removal of larger sized toxins when compared to HD; however, HF treatment is more challenging for patients, as it is performed on a daily basis, and typically takes 12-24 hours per treatment.

Hemodiafiltration (“HDF”) is an alternative dialysis modality that combines the benefits of HD and HF into a single therapy by clearing toxins using both diffusion and convection. Though not widely used in the United States, HDF is prevalent in Europe and is performed for a growing number of patients. Clinical experience and literature show the following clinical and patient benefits of HDF:

	●	Enhanced clearance of middle and large molecular weight toxins
	●	Improved survival - up to a 35% reduction in mortality risk
	●	Reduction in the occurrence of dialysis-related amyloidosis
	●	Reduction in inflammation
	●	Reduction in medication such as EPO and phosphate binders
	●	Improved patient quality of life
	●	Reduction in number of hospitalizations and overall length of stay

However, like HD, HDF can be resource-intensive and can require a significant amount of time to deliver one course of treatment.

Nephros HDF Background

Over the course of our history, we originally developed a medical device that enabled a standard HD machine to perform HDF. We refer to our approach as an on-line mid-dilution hemodiafiltration (“mid-dilution HDF”) system. Our original solution included an OLpūr H2H Hemodiafiltration Module (“H2H Module”), an OLpūr MD 220 Hemodiafilter (“HDF Filter”) and an H2H Substitution Filter (“Dialysate Filter”).

Our H2H Module attaches to a standard HD machine to perform on-line HDF therapy. The HD machine controls and monitors the basic treatment functions, as it would normally when providing HD therapy. The H2H Module is a free-standing, movable device that is placed next to either side of an HD machine. The H2H Module connects to the clinic’s water supply, drain, and electricity.

The H2H Module utilizes the HDF Filter, and is very similar to a typical hollow fiber dialyzer assembled with a single hollow fiber bundle made with a high-flux (or high-permeability) membrane. The fiber bundle is separated into two discrete, but serially connected, blood paths. Dialysate flows in one direction that is counter-current to blood flow in Stage 1 and co-current to blood flow in Stage 2.

In addition to the HDF Filter, the H2H Module also utilizes a Dialysate Filter during patient treatment. The Dialysate Filter is a hollow fiber, ultrafilter device that consists of two sequential (redundant) ultrafiltration stages in a single housing. During on-line HDF with the H2H Module, fresh dialysate is redirected by the H2H Module’s hydraulic (substitution) pump and passed through this dual-stage ultrafilter before being infused as substitution fluid into the extracorporeal circuit. Providing ultrapure dialysate is crucial for the success of on-line HDF treatment.

Our original HDF system conformed with current ANSI/AAMI/ISO standards and was cleared by the U.S. Food and Drug Administration (“FDA”) for the treatment of patients with chronic renal failure in 2012. To date, our HDF System is the only HDF system cleared by the FDA.

Over the last four years, DaVita Healthcare Partners, the Renal Research Institute (a research division of Fresenius Medical Care), and Vanderbilt University conducted post-market evaluations of our hemodiafiltration system in their clinics. We gathered direct feedback from these evaluations to develop a better understanding of how our system best fits into the current clinical and economic ESRD treatment paradigm. The ultimate goal of the evaluations was to better understand the potential for HDF in the U.S. clinical setting in order to (a) improve the quality of life for the patient, (b) reduce overall expenditure compared to other dialysis modalities, (c) minimize the impact on nurse work flow at the clinic, and (d) demonstrate the pharmacoeconomic benefit of the HDF technology to the U.S. healthcare system, as has been done in Europe with other HDF systems. The last evaluation was concluded at Vanderbilt in the first quarter of 2018.

Specialty Renal Products, Inc.

Over the past two years, we have dramatically simplified and redesigned our HDF device. Our updates have made the system significantly easier to use. By shifting from a reusable substitution ultrafilter to a disposable substitution ultrafilter, we were able to simplify the set-up process and substantially reduce the time required between patient treatments – two of the key complaints from our first-generation system. We used real-time user feedback to aid in the fine-tuning of our changes to the system that impacted usability. We believe our second generation HDF system will meet the needs of both clinicians and patients.

In 2018, we spun-off the development of the HDF device into SRP. We raised $3 million of outside capital directly into SRP to fund the second-generation development described above. Nephros maintains a 62.5% ownership stake in SRP.

Once we have obtained FDA clearance for our second-generation device, we intend to launch it at a clinic with previous experience with our device. We plan to then expand our efforts, on a measured basis, to clinics that wish to provide HDF therapy to their patients. At this time, we do not believe making a rapid and broad push into the market would be optimal. Nephrologists in the United States are not trained on HDF therapy; however, many nephrologists want to explore the option and we believe that early adopters will want to perform studies to better understand the technology. We intend to support these investigator-initiated studies.

While a number of studies have been performed in Europe, the body of evidence for optimal use of HDF needs to be built in the U.S. treatment setting. According to European data from Fresenius, over 15% of dialysis treatments are HDF. That could translate to over 10 million individual treatments if HDF achieved that level of penetration in the United States. We do not believe that the United States will instantaneously mirror Europe. However, we do believe that HDF therapy has a place in the treatment landscape for patients with ESRD in the United States, and we look forward to enabling this pathway.

Critical Accounting Policies

For the three month period ended March 31, 2020, other than our cash and cash equivalents policy (see Note 2, “Basis of Presentation and Liquidity,” of the Notes to our Unaudited Condensed Consolidated Interim Financial Statements contained in Item 1 of Part I of this Quarterly Report on Form 10-Q), there were no significant changes to our critical accounting policies as identified in our Annual Report on Form 10-K for the year ended December 31, 2019.

Recent Accounting Pronouncements

We are subject to recently issued accounting standards, accounting guidance and disclosure requirements. For a description of these new accounting standards, see Note 2, “Basis of Presentation and Liquidity,” of the Notes to our Unaudited Condensed Consolidated Interim Financial Statements contained in Item 1 of Part I of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.

Results of Operations

Fluctuations in Operating Results

Our results of operations have fluctuated significantly from period to period in the past and are likely to continue to do so in the future. We anticipate that our annual results of operations will be impacted for the foreseeable future by several factors, including the progress and timing of expenditures related to our research and development efforts, marketing expenses related to product launches, timing of regulatory approval of our various products and market acceptance of our products. Due to these fluctuations, we believe that the period-to-period comparisons of our operating results are not a good indication of our future performance.

Three Months Ended March 31, 2020 Compared to the Three Months Ended March 31, 2019

The following table sets forth our summarized, consolidated results of operations for the three months ended March 31, 2020 and 2019 (in thousands, except percentages):

	2020			2019			$ Increase (Decrease)			% Increase (Decrease)
Total net revenues	$	2,529		$	1,769		$	760			43	%
Cost of goods sold		1,038			771			267			35	%
Gross margin		1,491			998			493			49	%
Gross margin %		59	%		56	%		-			3	%
Research and development expenses		563			756			(193	)		(26	)%
Depreciation and amortization expense		46			50			(4	)		(8	)%
Selling, general and administrative expenses		1,950			1,503			447			30	%
Change in fair value of contingent consideration		(42	)		(10	)		32			320	%
Loss from operations		(1,026	)		(1,301	)		(275	)		(21	)%
Interest expense		(43	)		(46	)		(3	)		(7	)%
Interest income		1			-			1			100	%
Other expense		(30	)		(2	)		28			1,400	%
Net loss		(1,098	)		(1,349	)		(251	)		(19	)%
Less: Undeclared deemed dividend attributable to noncontrolling interest		(59	)		(59	)		-			-	%
Net loss attributable to Nephros, Inc.	$	(1,157	)	$	(1,408	)	$	(251	)		(18	)%

Net Revenues

Total net revenues for the three months ended March 31, 2020 were $2.5 million compared to $1.8 million for the three months ended March 31, 2019. The increase of $0.7 million, or 43%, was driven by significant increased medical device sales, primarily to existing customer accounts. Due to Covid-19 pandemic impacts on customer availability for sales meetings, revenues from new customers were approximately 8% of total revenues, compared with a historical average of 37% over the previous four quarters.

Cost of Goods Sold

Cost of goods sold was $1.0 million for the three months ended March 31, 2020 compared to $0.8 million for the three months ended March 31, 2019. The increase of $0.3 million, or 35%, was due to $0.3 million in increased direct product costs in support of increased revenue, offset primarily by a decrease of approximately $50,000 in expenses for expiring item inventory reserves and physical count adjustments.

Gross Margin

Gross margin was approximately 59% for the three months ended March 31, 2020 compared to approximately 56% for the three months ended March 31, 2019. The increase of approximately 3% is primarily due to a decrease of approximately $50,000 in expenses for expiring item inventory reserves and physical count adjustments.

Research and Development Expenses

Research and development expenses were $0.6 million and $0.8 million for the three months ended March 31, 2020 and 2019, respectively. This decrease of $0.2 million, or 26%, is due to decreasing investment in the second-generation HDF product as it nears submission for FDA clearance, expected in the third quarter of calendar year 2020.

Depreciation and Amortization Expense

Depreciation and amortization expenses were approximately $46,000 for the three months ended March 31, 2020 compared to approximately $50,000 for the three months ended March 31, 2019. The decrease of approximately $4,000, or 8%, is primarily related to fully depreciated assets partially offset by amortization related to a finance right-of-use asset.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $1.9 million for the three months ended March 31, 2020 compared to $1.5 million for the three months ended March 31, 2019, representing an increase of $0.4 million, or 30%. The increase was due to several factors, including increased headcount-related expenses of approximately $0.3 million, driven by investments in pathogen detection, renal products, sales & marketing, and logistics. Other factors include increased regulatory fees associated with listing on the Nasdaq national stock exchange of approximately $50,000 and increases of approximately $40,000 in other expenses.

Change in Fair Value of Contingent Consideration

Change in fair value of contingent consideration of approximately $42,000 and $10,000 for the three months ended March 31, 2020 and 2019, respectively, was due to lower-than-planned revenue performance of commercial filtration products.

Interest Expense

Interest expense was approximately $43,000 for the three months ended March 31, 2020 compared to approximately $46,000 for the three months ended March 31, 2019 and is comprised primarily of interest on our secured note payable, interest on our secured revolving credit facility and accretion of contingent consideration.

Interest Income

Interest income was approximately $1,000 for the three months ended March 31, 2020. There was no interest income for the three months ended March 31, 2019.

Other Expense

Other expense was approximately $30,000 and $2,000 for the three months ended March 31, 2020 and 2019, respectively. Other expense for the three months ended March 31, 2020 includes approximately $32,000 related foreign currency exchange losses partially offset by other income of approximately $2,000. Other expense for the three months ended March 31, 2019 is a result of losses on foreign currency transactions.

Water Filtration

The following table sets forth results of operations for the Water Filtration segment for the three months ended March 31, 2020 and 2019 (in thousands, except percentages):

	2020			2019			$ Increase (Decrease)			% Increase (Decrease)
Total net revenues	$	2,511		$	1,769		$	742			42	%
Cost of goods sold		1,031			771			260			33	%
Gross margin		1,480			998			482			48	%
Gross margin %		59	%		56	%		-			3	%
Research and development expenses		310			219			91			42	%
Depreciation and amortization expense		46			50			(4	)		(8	)%
Selling, general and administrative expenses		1,715			1,469			246			17	%
Change in fair value of contingent consideration		(42	)		(10	)		32			320	%
Loss from operations	$	(549	)	$	(730	)	$	(181	)		(25	)%

Net Revenues

Total net revenues for the three months ended March 31, 2020 were $2.5 million compared to $1.8 million for the three months ended March 31, 2019. The increase of $0.7 million, or 42%, was driven by significant increased medical device sales, primarily to existing customer accounts. Due to Covid-19 pandemic impacts on customer availability for sales meetings, revenues from new customers were approximately 8% of total revenues, compared with a historical average of 37% over the previous four quarters.

Cost of Goods Sold

Cost of goods sold was $1.0 million for the three months ended March 31, 2020 compared to $0.8 million for the three months ended March 31, 2019. The increase of $0.2 million, or 33%, was due to $0.3 million in increased direct product costs in support of increased revenue, offset primarily by a decrease of approximately $50,000 in expenses for expiring item inventory reserves and physical count adjustments.

Gross Margin

Research and Development Expenses

Research and development expenses were $0.3 million and $0.2 million for the three months ended March 31, 2020 and 2019, respectively. This increase of $0.1 million, or 42%, reflects increased expenditures on product development.

Depreciation and Amortization Expense

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $1.7 million for the three months ended March 31, 2020 compared to $1.5 million for the three months ended March 31, 2019, representing an increase of $0.2 million, or 16%. The increase was primarily due to increased headcount-related expenses of approximately $0.2 million, increased regulatory fees of approximately $50,000 and an increase of approximately $40,000 in other expenses.

Change in Fair Value of Contingent Consideration

Pathogen Detection

The following table sets forth results of operations for the Pathogen Detection segment for the three months ended March 31, 2020 and 2019 (in thousands, except percentages):

	2020			2019			$ Increase (Decrease)			% Increase (Decrease)
Total net revenues	$	18		$	-		$	18			100	%
Cost of goods sold		7			-			7			100	%
Gross margin		11			-			11			100	%
Gross margin %		61	%		-	%		-			61	%
Research and development expenses		52			126			(74	)		(59	)%
Selling, general and administrative expenses		125			-			125			100	%
Loss from operations	$	(166	)	$	(126	)	$	40			32	%

Net Revenues

Total net revenues for the three months ended March 31, 2020 were approximately $18,000. Our sales of the pathogen detection system began during the three months ended March 31, 2020.

Cost of Goods Sold

Cost of goods sold was approximately $7,000 for the three months ended March 31, 2020.

Gross Margin

Gross margin was approximately 61% for the three months ended March 31, 2020.

Research and Development Expenses

Research and development expenses were approximately $52,000 and $126,000 for the three months ended March 31, 2020 and 2019, respectively. This decrease of approximately $74,000, or 59%, reflects decreased research and development expenditures on our pathogen detection products.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were approximately $125,000 for the three months ended March 31, 2020 and were due to the sales effort which began during the three months March 31, 2020.

Renal Products

The following table sets forth results of operations for the Renal Products segment for the three months ended March 31, 2020 and 2019 (in thousands, except percentages):

	2020			2019			$ Increase (Decrease)			% Increase (Decrease)
Research and development expenses	$	201			411		$	(210	)		(51	)%
Selling, general and administrative expenses		110			34			76			224	%
Loss from operations	$	(311	)	$	(445	)	$	(134	)		(30	)%

Research and Development Expenses

Research and development expenses were approximately $201,000 and $411,000 for the three months ended March 31, 2020 and 2019, respectively, a decrease of approximately $210,000 due to decreasing investment in the second-generation HDF product as it nears submission for FDA clearance, expected in the third quarter of calendar year 2020.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were approximately $110,000 and $34,000 for the three months ended March 31, 2020 and 2019, respectively, an increase of approximately $76,000 due to an increased investment in operational management.

Liquidity and Capital Resources

The following table summarizes our liquidity and capital resources as of March 31, 2020 and December 31, 2019 and is intended to supplement the more detailed discussion that follows. The amounts stated are expressed in thousands.

	March 31,		December 31,
Liquidity and Capital Resources	2020		2019
Cash and cash equivalents	$	8,962	$	4,166
Other current assets		5,847		4,133
Working capital		11,701		5,871
Stockholders’ equity		13,636		7,689

At March 31, 2020, we had an accumulated deficit of $128.4 million and we expect to incur additional operating losses from operations until such time, if ever, that we are able to increase product sales and/or licensing revenue to achieve profitability.

On February 4, 2020, we completed a confidentially marketed underwritten public offering whereby we sold 937,500 shares of our common stock for net proceeds of $6.8 million.

The Coronavirus Aid, Relief and Economic Security Act, signed into law in March 2020, established the Paycheck Protection Program (“PPP”), which authorizes the issuance of loans to small businesses. Loan amounts are forgivable to the extent that proceeds are used to cover certain costs, including payroll, over an 8-week period following loan funding. Loans have a maturity of 2 years with an interest rate of 1.0% and may be prepaid without penalty. We applied for and received a PPP loan in the amount of $478,700 on April 24, 2020.

Based on cash that is available for our operations and projections of our future operations, we believe that our cash balances will be sufficient to fund our current operating plan – including the potential negative impact of the Covid-19 pandemic – through at least the next 12 months from the date of issuance of the accompanying condensed consolidated financial statements. Additionally, our operating plans are designed to help control operating costs and to increase revenue until such time as we generate sufficient cash flows from operations. However, there is uncertainty with respect to our projections regarding the availability of sufficient cash resources as a result of the Covid-19 crisis and the economic conditions it has caused. In recent weeks, we have seen decreased demand for our products as many of our hospital, restaurant and hospitality customers have been significantly impacted by the Covid-19 crisis. If this decrease in demand continues beyond the third quarter of 2020 and we are unable to achieve our revenue plan, we may be forced to cut costs as appropriate to preserve our available capital resources. If we are unable to sufficiently decrease our spending to match any future decreased demands for our products, we may exhaust our capital resources sooner than we currently anticipate. Further, as a result of the recent volatility of the capital markets and economic conditions generally, it may be difficult for us to raise additional capital at times when we need it, and even if we were able to raise additional capital, it may be on terms than are detrimental to us. Accordingly, the current economic conditions caused by the Covid-19 crisis place uncertainty on our ability to maintain adequate levels of liquidity.

In addition to the factors caused by the Covid-19 crisis and the current economic conditions, our future liquidity sources and requirements will depend on many other factors, including:

	●	the market acceptance of our products, and our ability to effectively and efficiently produce and market our products;
	●	the continued progress in, and the costs of, clinical studies and other research and development programs;
	●	the costs involved in filing and enforcing patent claims and the status of competitive products; and
	●	the cost of litigation, including potential patent litigation and any other actual or threatened litigation.

We expect to put our current capital resources to the following uses:

	●	the development, marketing, and sales of our water-filtration and water diagnostics product;
	●	the development of our second-generation HDF product; and
	●	working capital purposes.

At March 31, 2020, we had cash and cash equivalents totaling $8.9 million and total assets of $17.5 million excluding the asset related to the License and Supply Agreement with Medica of $0.8 million.

Net cash used in operating activities was $1.8 million for the three months ended March 31, 2020 compared to $0.7 million for the three months ended March 31, 2019, an increase of $1.1 million, due primarily to an increase of $1.1 million in inventory, which we executed to reduce the risk of a disruption of our Italy-based supply chain during the Covid-19 pandemic. Thus far, no such disruption has taken place.

There was no cash used in investing activities for the three months ended March 31, 2020. Net cash used in investing activities was $0.1 million for the three months ended March 31, 2019 due to a working capital adjustment related to the acquisition of the Aether business.

Net cash provided by financing activities of $6.6 million for the three months ended March 31, 2020 resulted from proceeds from the issuance of common stock of $6.8 million and proceeds from the exercise of warrants and options of approximately $53,000, offset partially by net payments on our secured revolving credit facility of approximately $65,000, payments of approximately $1,000 on our equipment financing debt, payments of approximately $56,000 on our secured note, payment of approximately $63,000 on our contingent consideration and principal payments of approximately $1,000 on our finance lease obligation.

Net cash used in financing activities of $0.1 million for the three months ended March 31, 2019 resulted from payments on our secured note payable of approximately $52,000 and net payments on our secured revolving credit facility of approximately $85,000.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of March 31, 2020.

Forward-Looking Statements

Certain statements in this Quarterly Report on Form 10-Q constitute “forward-looking statements”. Such statements include statements regarding the efficacy and intended use of our technologies under development, the timelines and strategy for bringing such products to market, the timeline for regulatory review and approval of our products, the availability of funding sources for continued development of such products, and other statements that are not historical facts, including statements which may be preceded by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or similar words. Forward-looking statements are not guaranties of future performance, are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond our control. Actual results may differ materially from the expectations contained in the forward-looking statements. Factors that may cause such differences include, but are not limited to, the risks that:

	●	we face significant challenges in obtaining market acceptance of our products, which could adversely affect our potential sales and revenues;
	●	product-related deaths or serious injuries or product malfunctions could trigger recalls, class action lawsuits and other events that could cause us to incur expenses and may also limit our ability to generate revenues from such products;
	●	we face potential liability associated with the production, marketing and sale of our products, and the expense of defending against claims of product liability could materially deplete our assets and generate negative publicity, which could impair our reputation;
	●	to the extent our products or marketing materials are found to violate any provisions of the U.S. Food, Drug and Cosmetic Act or any other statutes or regulations, we could be subject to enforcement actions by the FDA or other governmental agencies;
	●	we may not be able to obtain funding if and when needed or on terms favorable to us in order to continue operations;
	●	we may not have sufficient capital to successfully implement our business plan;
	●	we may not be able to effectively market our products;
	●	we may not be able to sell our water filtration products, pathogen detection systems or chronic renal failure therapy products at competitive prices or profitably;

	●	we may encounter problems with our suppliers, manufacturers and distributors;
	●	we may encounter unanticipated internal control deficiencies or weaknesses or ineffective disclosure controls and procedures;
	●	we may not obtain appropriate or necessary regulatory approvals to achieve our business plan;
	●	products that appeared promising to us in research or clinical trials may not demonstrate anticipated efficacy, safety or cost savings in subsequent pre-clinical or clinical trials;
	●	we may not be able to secure or enforce adequate legal protection, including patent protection, for our products;
	●	we may not be able to achieve sales growth in key geographic markets; and
	●	the effects of the Covid-19 pandemic may be more severe than we currently anticipate.

More detailed information about us and the risk factors that may affect the realization of forward-looking statements, including the forward-looking statements in this Quarterly Report on Form 10-Q, is set forth in our filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and our other reports filed with the SEC. We urge investors and security holders to read those documents free of charge at the SEC’s web site at www.sec.gov. We do not undertake to publicly update or revise our forward-looking statements as a result of new information, future events or otherwise, except as required by law.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not required for smaller reporting companies.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain a system of disclosure controls and procedures, as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is designed to provide reasonable assurance that information required to be disclosed in our reports filed pursuant to the Exchange Act is accumulated and communicated to management in a timely manner. Management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives. Because there are inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud have been or will be detected.

At the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, regarding the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1A. Risk Factors

As a smaller reporting company, we are not required to provide disclosure pursuant to this item. However, in addition to other information set forth in this Quarterly Report on Form 10-Q, including the important information in the section entitled “Forward Looking Statements,” you should carefully consider the “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019 for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in this Quarterly Report on Form 10-Q. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial might materially adversely affect our actual business, financial condition and/or operating results. You should also consider the following risk factor:

The effects of the Covid-19 pandemic, including measures taken to contain the pandemic, are highly uncertain and cannot be predicted.

Our operations expose us to risks associated with public health crises and pandemics, such as the outbreak of Covid-19. The pandemic has caused a general reduction in economic activity as businesses and consumers reduce activity to slow the spread of Covid-19 on a voluntary basis and in response to government orders. These reductions in activity have impacted and will continue to impact our workforce and operations, the operations of our customers, and the operations of our vendors and suppliers.

We have operations, supply chain, and customers in North America and Europe, and each of these regions has been affected by the outbreak and taken measures in an attempt to contain it. If the Covid-19 outbreak continues and conditions worsen, we may experience a decline in sales activities or greater effects on our supply chain, and it remains uncertain what impact these impacts will have on future sales and production once conditions begin to improve. Specifically, we currently source substantially all of our products from Medica, which is located in Italy, and it remains uncertain how long restrictions in Italy will remain in place.

Covid-19 mitigation efforts have had broad effects on the economy and financial markets. The extent of the scope and duration of these economic effects cannot currently be predicted, although they are likely to be significant for the near future. We expect that the economic impact of Covid-19 will affect us in a variety of ways, including without limitation, reducing demand for our products, making our stock price more volatile, making it more difficult to raise additional capital through offerings of equity or debt securities, and reducing the availability of bank loans. As a result, we may face difficulties raising capital and capital raising efforts may be on terms than are less favorable than would have been previously available.

The extent to which the Covid-19 outbreak impacts our business, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, the severity of the outbreak, the actions of governments and private actors to slow the spread of the outbreak, the effect of fiscal stimulus measures, and how quickly and to what extent normal economic and operating conditions can resume. We do not yet know the full extent of the impact on our business, our operations or the global economy as a whole. However, the effects could have a material impact on our results of operations, and we will continue to monitor the Covid-19 situation closely.

Item 6. Exhibits

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
10.1		Underwriting Agreement dated January 31, 2020, between Nephros, Inc. and Craig-Hallum Capital Group LLC, incorporated by reference to Exhibit 1.1 to Nephros, Inc.’s Current Report on Form 8-K, filed with the SEC on January 1, 2020.

31.1		Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *

31.2		Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *

32.1		Certification by the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **

32.2		Certification by the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **

101		Interactive Data File. *

*		Filed herewith
**		Furnished herewith.

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 thereunto duly authorized.

	NEPHROS, INC.

Date: May 6, 2020	By:	/s/ Daron Evans
	Name:	Daron Evans
	Title:	President, Chief Executive Officer (Principal Executive Officer)

Date: May 6, 2020	By:	/s/ Andrew Astor
	Name:	Andrew Astor
	Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

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