Nephros signs Medica deal with €4.98M+ annual purchase minima

Nephros, Inc. entered a new long-term license and supply agreement with Medica S.p.A. for ultrafiltration products.

Rhea-AI Filing Summary

Nephros, Inc. entered a new long-term license and supply agreement with Medica S.p.A. for ultrafiltration products. The deal gives Nephros an exclusive license, with rights to sublicense, to market, promote, distribute, offer for sale and sell certain Medisulfone-based filtration products in a defined territory, while Nephros grants Medica an exclusive license under its intellectual property to make these products during the term.

In return, Nephros committed to minimum annual aggregate purchases from Medica of €4,976,000, €5,349,000, €5,750,000, €6,000,000 and €6,300,000 for the years 2026, 2027, 2028, 2029 and 2030, respectively. The agreement runs through December 31, 2030, and replaces a prior 2023 license and supply agreement that was terminated when this new contract was signed.

Nephros may terminate the agreement for convenience with 90 days’ written notice, while Medica can terminate for uncured monetary defaults, and either party can terminate for material breaches or specified insolvency events. The contract also includes customary representations, warranties and indemnification obligations.

Insights

Healthcare licensing analyst

Nephros locks in a multi-year exclusive supply and licensing deal with sizeable minimum purchase commitments.

The agreement between Nephros and Medica S.p.A. formalizes an exclusive commercial structure around Medisulfone ultrafiltration products. Nephros receives exclusive rights to market and sell these products in its territory, while Medica receives exclusive manufacturing rights under Nephros’s intellectual property for the products during the term.

Financially, the key feature is the escalating minimum annual purchase commitments: €4,976,000 in 2026, €5,349,000 in 2027, €5,750,000 in 2028, €6,000,000 in 2029 and €6,300,000 in 2030. These figures suggest a structured volume framework that could anchor Nephros’s filtration product supply and revenue planning, while also creating fixed obligations toward Medica.

The contract runs through December 31, 2030 and replaces a prior December 11, 2023 agreement, indicating a reset of commercial terms. Flexibility is partly preserved through Nephros’s right to terminate for convenience on 90 days’ notice, while Medica and both parties have specific rights to terminate for monetary default, material breach, or insolvency events. Subsequent disclosures may provide more detail on how these purchase levels compare to Nephros’s historical volumes.

8-K Event Classification

2 items: 1.01, 1.02

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What agreement did Nephros (NEPH) announce with Medica S.p.A.?

Nephros entered into a new License and Supply Agreement with Medica S.p.A. granting Nephros an exclusive license to market and sell certain Medisulfone ultrafiltration products and establishing an exclusive supply arrangement for these products.

What minimum annual purchase commitments did Nephros agree to under the Medica deal?

Nephros agreed to minimum annual aggregate purchases from Medica of €4,976,000 in 2026, €5,349,000 in 2027, €5,750,000 in 2028, €6,000,000 in 2029 and €6,300,000 in 2030.

How long does the Nephros–Medica License and Supply Agreement last?

The License and Supply Agreement remains in effect through December 31, 2030, unless earlier terminated in accordance with its terms.

What happened to Nephross prior agreement with Medica from 2023?

The new License and Supply Agreement supersedes and replaces the prior License and Supply Agreement dated December 11, 2023, which was terminated by the parties when the new contract was executed.

What termination rights does Nephros have under the new Medica agreement?

Nephros has the right to terminate the agreement for convenience upon 90 days prior written notice, and may also terminate for specified material breaches or insolvency events involving Medica.

Under what conditions can Medica terminate its agreement with Nephros?

Medica may terminate the agreement if Nephros fails to cure a monetary default within 30 days after written notice, and either party may terminate for material breach not cured within the allowed period or for specified insolvency events.

What intellectual property rights are exchanged between Nephros and Medica?

Medica granted Nephros an exclusive license, with right of sublicense, to market and sell the products in the territory, while Nephros granted Medica an exclusive license under Nephross intellectual property to make the products during the agreement term.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 11/26/2025 - 04:15 PM Learn about SEC filing dates

false 0001196298 0001196298 2025-11-21 2025-11-21 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 21, 2025

NEPHROS, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware		001-32288		13-3971809
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

380 Lackawanna Place, South Orange, New Jersey 07079
(Address of principal executive offices, including ZIP code)

(201) 343-5202
(Registrant’s telephone number, including area code)

n/a
(Former Name or Former Address, if Changed Since Last Report)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.001 par value		NEPH		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On November 21, 2025, Nephros, Inc. (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 (collectively, the “Products”), and to engage in an exclusive supply arrangement for the Products. The License and Supply Agreement supersedes and replaces that certain License and Supply Agreement, dated December 11, 2023 (the “Prior Agreement”), between the Company and Medica, which Prior Agreement was terminated by the parties upon entry into the License and Supply Agreement.

Under the License and Supply Agreement, Medica granted the Company an exclusive license, with right of sublicense, to market, promote, distribute, offer for sale and sell the Products in the Territory (as defined in the License and Supply Agreement). In addition, the Company granted to Medica an exclusive license under the Company’s intellectual property to make the Products during the term of the License and Supply Agreement. In exchange for the rights granted, the Company has agreed to make minimum annual aggregate purchases from Medica of €4,976,000, €5,349,000, €5,750,000, €6,000,000 and €6,300,000 for the years 2026, 2027, 2028, 2029 and 2030, respectively. The License and Supply Agreement contains other customary representations and warranties and indemnification obligations of the parties.

The term of the License and Supply Agreement continues in effect through December 31, 2030, unless earlier terminated by either party in accordance with the terms of the License and Supply Agreement. The Company has the right to terminate the License and Supply Agreement for convenience upon 90 days’ prior written notice. Medica may terminate the License and Supply Agreement upon written notice if the Company fails to cure a monetary default thereunder within 30 days after Medica provides written notice thereof to the Company. Either the Company or Medica may terminate the License and Supply Agreement if the other party is in material breach and such breach is not cured within the specified cure period. Additionally, either the Company or Medica may terminate the License and Supply Agreement in the event of specified insolvency events involving the other party.

The foregoing description of the License and Supply Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the License and Supply Agreement, a copy of which will be filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Item 1.02. Termination of a Material Definitive Agreement.

The information related to the termination of the Prior Agreement contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

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: November 26, 2025	By:	/s/ Judy Krandel
		Judy Krandel
		Chief Financial Officer