Nephros sets annual meeting for November 25, 2026
The annual-meeting date reset prior proposal deadlines; stockholder submissions and certain director-nominee notices are due by October 23, 2026.
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Rhea-AI Filing Summary
Nephros, Inc. (NEPH) scheduled its 2026 Annual Meeting of Stockholders for November 25, 2026, at 11:00 a.m. Eastern Time, to be held virtually by live webcast. Stockholders of record as of September 30, 2026 are entitled to notice of and to vote at the meeting.
The company set October 23, 2026 as the deadline for Rule 14a-8 proposals and Rule 14a-19 notices from stockholders seeking to solicit proxies for director nominees other than the company’s nominees. Notice of proposals not included in the proxy statement must also be received by that date for purposes of the company’s discretionary voting authority. The definitive proxy statement will provide the agenda and webcast instructions.
Filing Explained
An adjournment or postponement of the
8-K Event Classification
Key Figures
Key Terms
Rule 14a-8 regulatory
universal proxy rules regulatory
discretionary voting authority regulatory
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.08. | Shareholder Nominations Pursuant to Exchange Act Rule 14a-11 |
The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08.
| Item 8.01. | Other Events. |
On October 13, 2026, the Board of Directors (the “Board”) of Nephros, Inc. (the “Company”) set Wednesday, November 25, 2026, at 11:00 a.m., Eastern Time, as the date and time of the Company’s 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”), which will be held virtually via live webcast. The Board also set the close of business on September 30, 2026 as the record date for determining the stockholders entitled to notice of, and to vote at, the 2026 Annual Meeting. The matters to be voted on and instructions for attending the 2026 Annual Meeting will be set forth in the Company’s definitive proxy statement for the 2026 Annual Meeting, which will be filed with the Securities and Exchange Commission (the “SEC”).
The date of the 2026 Annual Meeting has changed by more than 30 days from the anniversary of the Company’s 2025 Annual Meeting of Stockholders, which was held on June 16, 2025 (the “2025 Annual Meeting”). In accordance with Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is informing stockholders of this change. As a result, the deadlines for stockholder proposals and director nominations set forth in the Company’s proxy statement for the 2025 Annual Meeting no longer apply. The revised deadlines described below apply instead.
Under Rule 14a-8 under the Exchange Act (“Rule 14a-8”), because the date of the 2026 Annual Meeting has changed by more than 30 days from the anniversary of the 2025 Annual Meeting, a stockholder proposal must be received a reasonable time before the Company begins to print and send its proxy materials in order to be considered for inclusion in the Company’s proxy statement and form of proxy. Accordingly, Rule 14a-8 proposals must be received by the Company no later than the close of business on October 23, 2026. Such proposals must also comply with all requirements of Rule 14a-8, including those relating to eligibility and subject matter.
To comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act. That notice must be provided no later than October 23, 2026, which is the later of (i) the 60th calendar day prior to the date of the 2026 Annual Meeting (September 26, 2026) and (ii) the 10th calendar day following the day on which the Company first publicly announced the date of the 2026 Annual Meeting, which was the date of this Current Report on Form 8-K.
Under Rule 14a-4(c) under the Exchange Act, the Company may use discretionary voting authority conferred by proxies on any stockholder proposal that is presented at the 2026 Annual Meeting but not included in the Company’s proxy statement, unless the Company receives notice of the proposal a reasonable time before it sends its proxy materials. The Company has determined that, for purposes of Rule 14a-4(c), notice of such a proposal will be considered timely only if it is received by the close of business on October 23, 2026.
All proposals, nominations and notices described above must be delivered to the Company’s principal executive offices at 380 Lackawanna Place, South Orange, New Jersey 07079, Attention: Chief Executive Officer. They must also comply with all applicable SEC rules and regulations. To avoid controversy, stockholders should submit them by means, including electronic means, that permit them to prove the date of delivery. Any adjournment or postponement of the 2026 Annual Meeting, or any public announcement of an adjournment or postponement, will not begin a new time period for, or extend, any of the deadlines described above.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
Exhibit No. |
Description | |
| 99.1 | Nephros, Inc. Press Release, dated October 13, 2026. | |
| 104 | Cover Page Interactive Data File (embedded M2 Compliance within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| Nephros, Inc. | ||
| Dated: October 13, 2026 | By: | /s/ Judy Krandel |
| Judy Krandel | ||
| Chief Financial Officer | ||
Exhibit 99.1
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Nephros,
Inc.
nephros.com |
Nephros Announces Date for 2026 Annual Meeting of Stockholders
2026 Annual Meeting of Stockholders to Be Held Virtually on November 25, 2026
SOUTH ORANGE, NJ – October 13, 2026 – Nephros, Inc. (NASDAQ: [NEPH]) (“Nephros” or the “Company”) today announced that its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) will be held on Wednesday, November 25, 2026, at 11:00 a.m., Eastern Time. The meeting will be held virtually and conducted live via webcast. The time, agenda and instructions for attending the 2026 Annual Meeting will be set forth in the Company’s definitive proxy statement. That proxy statement will be sent to stockholders entitled to notice of and to vote at the 2026 Annual Meeting.
The Board of Directors has fixed the close of business on September 30, 2026 as the record date for determining the stockholders entitled to notice of, and to vote at, the 2026 Annual Meeting.
The 2026 Annual Meeting will be held more than 30 days after the anniversary of the Company’s 2025 Annual Meeting of Stockholders, which was held on June 16, 2025. As a result, the deadlines for stockholder proposals set forth in the Company’s proxy statement for the 2025 annual meeting no longer apply. Under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is setting a deadline for receipt of Rule 14a-8 stockholder proposals that is a reasonable time before it expects to begin printing and sending its proxy materials. Accordingly, proposals to be included in the proxy statement for the 2026 Annual Meeting must be received no later than the close of business on October 23, 2026. Any proposal submitted after that deadline will not be considered timely and will be excluded from the Company’s proxy materials. Stockholder proposals must also comply with the rules of the U.S. Securities and Exchange Commission (the “SEC”) regarding the inclusion of stockholder proposals in proxy materials.
In addition, to comply with the SEC’s universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide written notice to the Company that sets forth the information required by Rule 14a-19 under the Exchange Act. That notice must be received no later than October 23, 2026, which is the 10th calendar day following the Company’s public announcement of the date of the 2026 Annual Meeting.
Under Rule 14a-4(c) under the Exchange Act, the Company may use discretionary voting authority on any stockholder proposal presented at the 2026 Annual Meeting but not included in its proxy statement unless it receives notice of the proposal by the close of business on October 23, 2026, which the Company has determined is a reasonable time before it sends its proxy materials.
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Nephros, Inc.
nephros.com |
All proposals, nominations and supporting information required by SEC rules must be submitted to: Nephros, Inc., Attention: Chief Executive Officer, 380 Lackawanna Place, South Orange, New Jersey 07079. Stockholders should submit them by means, including electronic means, that permit them to prove the date of delivery. Any adjournment or postponement of the 2026 Annual Meeting will not begin a new time period for, or extend, any of the deadlines described above. About Nephros
Nephros is committed to improving the human relationship with water through leading, accessible technology. We provide innovative water filtration products and services, along with water-quality education, as part of an integrated approach to water safety. Nephros goods serve the needs of customers within medical and commercial markets, offering both proactive and emergency solutions for water management.
For more information about Nephros, please visit us at nephros.com.
Forward-Looking Statements
This release contains forward-looking statements that are subject to various risks and uncertainties. Such statements include statements regarding Nephros’ beliefs regarding the potential growth of its business, the benefits to Nephros’ existing stockholders resulting from its inclusion in the Russell Microcap® Index and the potential to expand Nephros’ stockholder base, and other statements that are not historical facts, including statements that may be accompanied by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or similar words. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including Nephros’ ability to further develop its sales organization and realize increased revenues, the extent to which financial results based on emergency response sales can be outside Nephros’ control, U.S. tariff and trade policy, inflationary factors and other economic and competitive conditions, the availability of capital when needed, dependence on third-party manufacturers and researchers, and regulatory reforms. These and other risks and uncertainties are detailed in Nephros’ reports filed with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2025. You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of this release, and Nephros does not undertake any responsibility to update any forward-looking statements that it makes, except as may be required by law.
Investor Relations Contacts:
Kirin Smith, President
PCG Advisory, Inc.
ksmith@pcgadvisory.com
Robert Banks, CEO
Nephros, Inc.
(201) 343-5202 x110
robert.banks@nephros.com
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