Form 8-K

8-K — NEPHROS INC

Accession: 0001493152-26-036331

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0001196298

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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0001196298

2026-08-06

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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): August 6, 2026

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 ☐

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

2.02. Results

of Operations and Financial Condition.

August 6, 2026, Nephros, Inc. (the “Company”) issued a press release in which it disclosed its second quarter 2026 financial

results. A copy of this press release is furnished herewith as Exhibit 99.1.

Pursuant

to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and in this

Item 2.02 have been furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of

1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section nor shall they be deemed incorporated

by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth

by specific reference in such filing regardless of any general incorporation language.

Item

9.01. Financial

Statements and Exhibits.

(d)

Exhibits

Exhibit No.

Description

99.1

Nephros, Inc. Press Release, dated August 6, 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:

August 6, 2026

By:

/s/

Judy Krandel

Judy

Krandel

Chief

Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Nephros,

Inc.

380 Lackawanna Place

South Orange NJ 07079

Call: 201 343 5202

nephros.com

Nephros

Announces Strong Financial Results for Quarter Ended June 30, 2026

Record

Second-Quarter Net Revenue Growth of 36% to $6 million;

Core Programmatic Revenue Grew by 27% Year Over Year

SOUTH

ORANGE, NJ, August 6, 2026 – Nephros, Inc. (Nasdaq: NEPH), a leading water technology company providing filtration solutions

to the medical and commercial markets, today announced financial results for the second quarter ended June 30, 2026.

Financial

Highlights

● Net

revenue was a record $6 million, compared to $4.4 million in the second quarter of 2025,

up 36%

● Net

income was $1.2 million, compared to a net income of $0.2 million in the second quarter of

2025. Net income includes the benefit of a one-time tariff refund of approximately $0.6 million

● Adjusted

EBITDA was $1.3 million, compared to $0.4 million in the second quarter of 2025

“The

second quarter of 2026 marks another significant milestone for Nephros, as we delivered the highest quarterly revenue in the Company’s

history,” said Robert Banks, President and Chief Executive Officer of Nephros. “Our results reflect broad-based strength

across the business, driven by continued expansion of our core programmatic revenue, accelerating service revenue, growing adoption of

our newer product offerings, and disciplined execution throughout the organization.”

Banks

continued, “Perhaps most encouraging is the quality of our growth. Core programmatic revenue increased 27% over the prior year

quarter. Programmatic revenue represents the foundation of our business, providing recurring replacement demand, long-term customer relationships,

and increasing visibility into future revenue. We also achieved substantial growth in our service offerings, which nearly tripled compared

to the prior year, which we believe reflects growing customer demand for installation, replacement, and water management support. Recent

product launches addressing microplastics, nanoplastics, PFAS, sterile processing, drinking fountains, and bottle fillers continue to

generate encouraging customer interest while expanding our addressable market.”

Commenting

on the broader outlook, Banks said, “Beyond our financial performance, we continued to elevate the visibility of Nephros within

the investment community. During the quarter we hosted our second Virtual Investor Event, participated in the Maxim Health, Wellness

& Longevity Conference, announced our inclusion in the Russell Microcap Index, and continued expanding awareness of our differentiated

technology through multiple industry-focused announcements. We believe increasing awareness among customers and investors alike is an

important component of creating long-term shareholder value.”

Banks

concluded, “As we enter the second half of 2026, we believe Nephros is stronger than at any point in our history. We have a growing

recurring revenue base, expanding commercial opportunities, differentiated technology, an increasingly comprehensive service platform,

and an exceptional team executing against a clear strategy. While we remain mindful of the broader economic environment, we believe the

investments we have made over the past several years position us well to continue delivering sustainable growth and increasing shareholder

value.”

Nephros,

Inc.

380 Lackawanna Place

South Orange NJ 07079

Call: 201 343 5202

nephros.com

Financial

Performance for the Quarter Ended June 30, 2026

Net

revenue for the three months ended June 30, 2026, and 2025 was $6.0 million and $4.4 million, respectively, an increase of 36%. This

increase was driven primarily by increased product revenue from programmatic growth, which grew by 27% over the same period in 2025.

Cost

of goods sold for the second quarter of 2026 was $2.0 million, compared with $1.6 million in the second quarter of 2025, an increase

of 23%.

Gross

margin for the second quarter of 2026 was 67%, compared with 63% in the second quarter of 2025. The increase of approximately 4 percentage

points was primarily attributable to our recognition during the period of a refund of approximately $0.6 million for tariffs we previously

paid under the International Emergency Economic Powers Act (IEEPA), which were declared invalid in February 2026. Following the Supreme

Court’s decision and the establishment of the CBP refund process, we applied for and received approval of our tariff refund claim.

We recorded the majority of the tariff refund as a reduction of cost of goods sold during the three months ended June 30, 2026. We have

not yet received the refund and therefore have booked a receivable for that amount. The benefit to our gross margin resulting from the

tariff refund was offset by increased costs due to the weakening of the U.S. dollar compared to the Euro, an increase in shipping expense

and rapid growth in our service revenue, which yields lower gross margins than we realize from product sales.

Selling,

general and administrative expenses for the second quarter of 2026 were approximately $2.4 million, compared with $2.2 million in 2025,

an increase of 10% due to increases in headcount and an increase in sales commissions.

Research

and development expenses for the second quarter of 2026 were approximately $366,000, compared with $311,000 in the second quarter of

2025, an increase of 18% due to higher salary expense.

Depreciation

and amortization expenses for the second quarter of 2026 were approximately $29,000, compared with approximately $35,000 in the second

quarter of 2025.

Net

income for the second quarter of 2026 was $1.2 million, compared with $0.2 million during the same period in 2025.

Adjusted

EBITDA for the second quarter 2026 was approximately $1.3 million, compared with approximately $0.4 million in the second quarter of

2025.

Financial

Performance for the Six Months Ended June 30, 2026

Net

revenue for the six months ended June 30, 2026, and 2025 was $11.2 million, and $9.3 million respectively, an increase of 21%. Our core

programmatic revenue grew by 25% over the same period in 2025. The increase in programmatic sales reflects strong reorders, and a number

of new active sites.

Cost

of goods sold for the six months ended June 30, 2026 and 2025 was $4.2 million, and $3.3 million respectively, an increase of 26%. Gross

margin for the six months ended June 30, 2026 was 63%, compared with 64% during the same period in 2025. The decrease of approximately

one percentage point was primarily attributable to increased product costs due to the weakening of the U.S. dollar compared to the Euro,

increased shipping expense and rapid revenue growth from our commercial products offerings and services revenue, both of which yield

lower gross margins than our infection control business. However, our gross margins significantly benefited from our recognition during

the 2026 period of the IEEPA tariff refund of approximately $0.6 million, which was recorded as a reduction of cost of goods sold during

the six months ended June 30, 2026.

Nephros,

Inc.

380 Lackawanna Place

South Orange NJ 07079

Call: 201 343 5202

nephros.com

Selling,

general and administrative expenses for the six months ended June 30, 2026 and 2025 were approximately $4.9 million, and $4.5 respectively,

an increase of 11% primarily due to an increase in headcount and an increase in professional fees.

Research

and development expenses for the six months ended June 30, 2026 and 2025 were $0.7 million and $0.6 million respectively.

Depreciation

and amortization expenses for the six months ended June 30, 2026 and 2025 were approximately $58,000, and $74,000 respectively.

a result of the improved sales and the approximately $0.6 million tariff refund net income for the six months ended June 30, 2026 was

$1.3 million compared to $0.8 million during the same period in 2025.

Adjusted

EBITDA for the six months ended June 30, 2026 was approximately $1.5 million, compared with approximately $1 million in the same period

of 2025.

of June 30, 2026, Nephros had cash and cash equivalents of approximately $4.7 million, compared to $5.4 million as of December 31, 2025,

and remains debt free.

Adjusted

EBITDA Definition and Reconciliation to GAAP Financial Measures

Adjusted

EBITDA is calculated by taking net income calculated in accordance with generally accepted accounting principles (“GAAP”)

and excluding all interest-related expenses and income, tax-related expenses and income, and non-cash items, including depreciation,

amortization, non-cash inventory write-offs, and non-cash compensation. The following tables present a reconciliation of Adjusted EBITDA

to net income, the most directly comparable GAAP financial measure, for the second quarter of the 2026 fiscal year:

(unaudited)

Three

Months Ended June 30,

2026

2025

(in $ thousands)

Net income

1,197

237

Adjustments:

Depreciation

of property and equipment

Amortization

of other assets

Interest

expense

Interest

income

(30 )

(31 )

Income

taxes

Non-cash

stock-based compensation

Non-cash

inventory impairments

Adjusted

EBITDA Income

1,281

355

(unaudited)

Six

Months Ended June 30,

2026

2025

(in $ thousands)

Net income

1,337

795

Adjustments:

Depreciation

of property and equipment

Amortization

of other assets

Interest

expense

Interest

income

(62 )

(44 )

Income

taxes

Non-cash

stock-based compensation

121

147

Non-cash

inventory impairments

Adjusted

EBITDA Income

1,487

1,022

Nephros,

Inc.

380 Lackawanna Place

South Orange NJ 07079

Call: 201 343 5202

nephros.com

Nephros

believes that Adjusted EBITDA provides useful information to management and investors regarding certain financial and business trends

relating to Nephros’ financial condition and results of operations. Management does not consider Adjusted EBITDA in isolation or

as an alternative to financial measures determined in accordance with GAAP. The principal limitation of Adjusted EBITDA is that it excludes

significant expenses and income that are required by GAAP to be recognized in Nephros’ financial statements. In addition, Adjusted

EBITDA is subject to inherent limitations as it reflects the exercise of judgments by management about which expenses and income are

excluded or included in determining Adjusted EBITDA. To compensate for these limitations, management presents Adjusted EBITDA in connection

with net income, the most directly comparable GAAP financial measure. Nephros urges investors to review the reconciliation of Adjusted

EBITDA to net income and not to rely on any single financial measure to evaluate the business.

Conference

Call Today at 4:30pm Eastern Time

Nephros

will host a conference call today at 4:30pm ET, during which management will discuss Nephros’ financial results and provide

a general business overview.

Participants

may dial into the call as follows:

Domestic access: 1 (844) 808-7106

International access: 1 (412) 317-5285

Upon

joining, please ask to be joined into the Nephros conference call.

audio archive of the call will be available shortly after the call on the Nephros Investor Relations page.

Alternatively,

a replay of the call may be accessed until August 13th, 2026 at 1 (877) 669-9658 or 1 (412) 317-0088 for international callers

and entering replay access code: 3951894.

About

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 healthcare and commercial markets, offering both proactive and emergency solutions for water management.

For

more information about Nephros, please visit 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’ expected future business, revenue and gross margin growth and the timing of such growth, the drivers of our revenue growth,

the effect of new regulations on future revenue growth, the expected competitive advantages and anticipated impact of new product offerings

and market expansions, 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, the extent to which U.S. tariffs

may increase our expenses, 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, which it may update in Part II, Item 1A – Risk Factors in its Quarterly Reports on Form 10-Q that it has

filed or will file hereafter. 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.

(646) 823-8656

ksmith@pcgadvisory.com

Robert

Banks, CEO

Nephros, Inc.

(201) 343-5202 x110

robert.banks@nephros.com

Nephros,

Inc.

380 Lackawanna Place

South Orange NJ 07079

Call: 201 343 5202

nephros.com

NEPHROS,

INC.

BALANCE

SHEETS

(In

thousands, except share and per share amounts)

(Unaudited)

June

30, 2026

December

31, 2025

ASSETS

Current assets:

Cash

and cash equivalents

$ 4,697

$ 5,400

Accounts

receivable, net

4,096

2,414

Inventory

4,547

3,232

Prepaid

expenses and other current assets

256

177

Total

current assets

13,596

11,223

Property and equipment, net

106

Lease right-use-of assets

832

1,021

Intangible assets, net

302

318

Goodwill

759

License and supply agreement,

net

148

164

Other

assets

TOTAL

ASSETS

$ 15,770

$ 13,641

LIABILITIES

AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts

payable

1,965

914

Accrued

expenses

965

1,462

Current

portion of lease liabilities

414

391

Total

current liabilities

3,344

2,767

Lease

liabilities, net of current portion

458

672

TOTAL

LIABILITIES

3,802

3,439

STOCKHOLDERS’ EQUITY:

Preferred

stock, $.001 par value; 5,000,000 shares authorized at June 30, 2026 and December 31, 2025; no shares issued and outstanding at June

30, 2026 and December 31, 2025.

Common

stock, $.001 par value; 40,000,000 shares authorized at June 30, 2026 and December 31, 2025; 10,860,120 and 10,644,268 shares issued

and outstanding at June 30, 2026 and December 31, 2025, respectively.

Additional

paid-in capital

153,758

153,329

Accumulated

deficit

(141,801 )

(143,138 )

TOTAL

STOCKHOLDERS’ EQUITY

11,968

10,202

TOTAL

LIABILITIES AND STOCKHOLDERS’ EQUITY

$ 15,770

$ 13,641

Nephros,

Inc.

380 Lackawanna Place

South Orange NJ 07079

Call: 201 343 5202

nephros.com

NEPHROS,

INC.

STATEMENTS

OF OPERATIONS

(In

thousands, except share and per share amounts)

(Unaudited)

Three

Months Ended June 30,

Six

Months Ended June 30,

2026

2025

2026

2025

Net revenue:

Product

revenues

$ 5,701

$ 4,311

$ 10,741

$ 9,017

Service,

royalty and other revenues

316

108

488

279

Total

net revenues

6,017

4,419

11,229

9,296

Cost

of goods sold

1,991

1,624

4,210

3,347

Gross

margin

4,026

2,795

7,019

5,949

Operating expenses:

Selling,

general and administrative

2,418

2,201

4,939

4,455

Research

and development

366

311

712

606

Depreciation

and amortization

Total

operating expenses

2,813

2,547

5,709

5,135

Operating income

1,213

248

1,310

814

Other (expense) income:

Interest

expense

(1 )

Interest

income

Other

income (expense), net

(32 )

(21 )

(53 )

Total

other expense:

(3 )

(2 )

(10 )

Income (loss) before income

taxes

1,210

246

1,350

804

Income

tax expense

(13 )

(9 )

(13 )

(9 )

Net

income

$ 1,197

$ 237

$ 1,337

$ 795

Net income per common share,

basic

$ 0.11

$ 0.02

$ 0.12

$ 0.07

Net income per common share,

diluted

$ 0.11

$ 0.02

$ 0.12

$ 0.07

Weighted average common shares

outstanding, basic

10,856,541

10,600,409

10,754,248

10,600,379

Weighted average common shares

outstanding, diluted

11,112,671

10,813,028

11,046,023

10,691,881

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

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Namespace Prefix:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

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Data Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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Namespace Prefix:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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