Form 8-K

8-K — NEPHROS INC

Accession: 0001493152-26-021734

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001196298

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

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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): May 7, 2026

NEPHROS,

INC.

(Exact

name of Registrant as Specified in its Charter)

Delaware

001-32288

13-3971809

(State

or other jurisdiction

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.

May 7, 2026, Nephros, Inc. (the “Company”) issued a press release in which it disclosed its first 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 May 7, 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: May 7, 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 Financial Results for Quarter Ended March 31, 2026

First-Quarter

Net Revenue Growth of 7% to $5.2 million;

Core

Programmatic Revenue Grew by 23% Year Over Year

SOUTH

ORANGE, NJ, May 7, 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 first quarter ended March 31, 2026.

Financial

Highlights

● Net

revenue was $5.2 million, compared to $4.9 million in the first quarter of 2025, up 7%

● Net

income was $140,000, compared to a net income of $558,000 in the first quarter of 2025

● Adjusted

EBITDA was $206,000, compared to $667,000 in the first quarter of 2025

“Q1

2026 represents another important milestone for Nephros, as we exceeded $5 million in revenue in a quarter the first time in our company’s

history,” said Robert Banks, President and Chief Executive Officer of Nephros. “This performance reflects continued strength

in our core programmatic business, increasing adoption of our products across new applications, and growing contributions from our service

offerings.”

Banks

continued, “While we are very pleased with the top-line growth, gross margins in the quarter were impacted by several external

and mix-related factors. U.S. tariffs accounted for approximately $200,000 in additional costs during the first quarter, providing a

meaningful headwind. We are actively pursuing refund opportunities with respect to tariffs that we paid prior to the February 2026 U.S.

Supreme Court decision, and we are also exploring mitigation strategies to reduce future exposure. In addition, the strengthening of

the Euro year-over-year increased our product costs, further pressuring margins.”

Banks

added, “We also saw a higher proportion of revenue coming from our commercial segment, which carries a lower gross margin than

our core infection control products. Importantly, this shift reflects intentional expansion into new markets such as ice machines, drinking

fountains, and other high-use applications. While this mix impacts margins in the near term, it significantly expands our addressable

market and supports long-term growth.”

Commenting

on the broader outlook, Banks said, “We remain confident in the underlying strength of our business. Our programmatic model continues

to drive consistent reorder activity, and we are seeing increasing traction from our installation, replacement, and education initiatives.

We believe these efforts are strengthening customer relationships and improving long-term visibility.”

Banks

concluded, “We are building a larger, more durable business. Near-term margin variability driven by external factors and growth

investments does not change the trajectory. With continued expansion in key markets such as New York and Puerto Rico, and increasing

contribution from our installation, replacement, and education initiatives, we are well positioned to drive both revenue growth and margin

expansion moving forward.”

Nephros,

Inc.

380

Lackawanna Place

South

Orange NJ 07079

Call:

201 343 5202

nephros.com

Financial

Performance for the Quarter Ended March 31, 2026

Net

revenue for the three months ended March 31, 2026, and 2025 was $5.2 million and $4.9 million, respectively, an increase of 7%. This

increase was driven primarily by increased product revenue from programmatic growth, which grew by 23% over the same period in 2025.

The growth in programmatic revenue was offset somewhat by a decline in emergency response business. We had significant emergency response

business in the first quarter of 2025 that did not fully repeat in 2026.

Cost

of goods sold for the first quarter of 2025 was $2.2 million, compared with $1.7 million in the first quarter of 2025, an increase of

29%.

Gross

margin for the first quarter of 2026 was 57%, compared with 65% in the first quarter of 2025. The decrease of approximately 8 percentage

points was primarily driven by higher product costs due to the decline in the U.S. dollar relative to the Euro and the impact of tariffs

implemented in May 2025. Gross margins were also negatively impacted by the mix of revenues, as commercial revenues were a larger part

of total revenue in the quarter ended March 31, 2026 versus last year’s comparable quarter. Gross margins are lower on commercial

revenues versus our infection control revenues.

Selling,

general and administrative expenses for the first quarter of 2026 were approximately $2.5 million, compared with $2.3 million in 2025,

an increase of 12% due to increases in headcount and professional fees.

Research

and development expenses for the first quarter of 2026 were approximately $346,000, compared with $295,000 in the first quarter of 2025,

an increase of 17% due to higher headcount.

Depreciation

and amortization expenses for the first quarter of 2026 were approximately $29,000, compared with approximately $39,000 in the first

quarter of 2025.

Net

income for the first quarter of 2026 was $0.1 million, compared with $0.5 million during the same period in 2025.

Adjusted

EBITDA for the first quarter 2026 was approximately $0.2 million, compared with approximately $0.7 million in the first quarter of 2025.

of March 31, 2026, Nephros had cash and cash equivalents of approximately $4.0 million, compared to $5.4 million as of December 31, 2025,

and remains debt free.

Nephros,

Inc.

380

Lackawanna Place

South

Orange NJ 07079

Call:

201 343 5202

nephros.com

Adjusted

EBITDA Definition and Reconciliation to GAAP Financial Measures

Adjusted

EBITDA is calculated by taking net income (loss) 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 (loss), the most directly comparable GAAP financial measure, for the first quarter of the 2026 fiscal year:

(unaudited)

Three Months Ended March 31,

2026

2025

(in $ thousands)

Net income

140

558

Adjustments:

Depreciation of property and equipment

Amortization of other assets

Interest income

(32 )

(13 )

Non-cash stock-based compensation

Non-cash inventory impairments

Adjusted EBITDA Income

206

667

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 May 14th, 2026 at 1 (855) 669-9658 or 1 (412) 317-0088 for international callers and entering

replay access code: 1329051.

Nephros,

Inc.

380

Lackawanna Place

South

Orange NJ 07079

Call:

201 343 5202

nephros.com

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 effect of new regulations

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

Nephros’ ability to obtain refunds for 2025 U.S. tariffs and to otherwise mitigate the impact of U.S. tariffs in the future, 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)

March 31, 2026

December 31, 2025

ASSETS

Current assets:

Cash and cash equivalents

$ 4,018

$ 5,400

Accounts receivable, net

3,521

2,414

Inventory

3,619

3,232

Prepaid expenses and other current assets

338

177

Total current assets

11,496

11,223

Property and equipment, net

106

Lease right-use-of assets

928

1,021

Intangible assets, net

310

318

Goodwill

759

License and supply agreement, net

156

164

Other assets

TOTAL ASSETS

$ 13,794

$ 13,641

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

1,463

914

Accrued expenses

662

1,462

Current portion of lease liabilities

402

391

Total current liabilities

2,527

2,767

Lease liabilities, net of current portion

566

672

TOTAL LIABILITIES

3,093

3,439

STOCKHOLDERS’ EQUITY:

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

Common stock, $.001 par value; 40,000,000 shares authorized at March 31, 2026 and December 31, 2025; 10,843,493 and 10,644,268 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

153,688

153,329

Accumulated deficit

(142,998 )

(143,138 )

TOTAL STOCKHOLDERS’ EQUITY

10,701

10,202

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$ 13,794

$ 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 March 31,

2026

2025

Net revenue:

Product revenues

$ 5,040

$ 4,706

Royalty and other revenues

172

171

Total net revenues

5,212

4,877

Cost of goods sold

2,219

1,723

Gross margin

2,993

3,154

Operating expenses:

Selling, general and administrative

2,521

2,254

Research and development

346

295

Depreciation and amortization

Total operating expenses

2,896

2,588

Operating income

566

Other income (expense):

Interest income

Other income (expense) net

(21 )

Total other income (expense):

(8 )

Net income

$ 140

$ 558

Net income per common share, basic

$ 0.01

$ 0.05

Net income per common share, diluted

$ 0.01

$ 0.05

Weighted average common shares outstanding, basic

10,650,819

10,600,350

Weighted average common shares outstanding, diluted

10,990,904

10,615,766

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May 07, 2026

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