Form 8K Current Report
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) July
17, 2006
Nephros,
Inc.
(Exact
Name of Registrant as Specified in Charter)
Commission
File Number: 001-32288
|
Delaware
|
|
13-3971809
|
|
(State
or other Jurisdiction of
Incorporation)
|
|
(I.R.S.
Employer Identification No.)
|
3960
Broadway, New York, New York 10032
(Address
of Principal Executive Offices)
(Zip
Code)
(212)
781-5113
(Registrant’s
telephone number, including area code)
Not
Applicable
(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:
r
Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
r
Soliciting
material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
r
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
r
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On
July
17, 2006, Nephros, Inc. (the “Company”) received notice from the staff of the
American Stock Exchange (the “AMEX”) that, based on AMEX’s review of the
Company’s Form 10-QSB for the quarter ended March 31, 2006, the Company is not
in compliance with certain conditions of the continued listing standards of
Section 1003 of the AMEX Company Guide. Specifically, AMEX noted the Company’s
failure to comply with Section 1003(a)(ii) relating to shareholders’ equity of
less than $4,000,000 and losses from continuing operations and/or net losses
in
three of its four most recent fiscal years and Section 1003(a)(iii) relating
to
shareholders’ equity of less than $6,000,000 and losses from continuing
operations and/or net losses in its five most recent fiscal years.
In
order
to maintain listing of the Company’s common stock on AMEX, the Company must
submit a plan by August 17, 2006, advising AMEX of the actions the Company
has
taken, or will take, that would bring it into compliance with the applicable
listing standards by January 17, 2008. If AMEX accepts the plan, the Company
may
be able to continue its listing during the plan period of up to eighteen months,
during which time the Company will be subject to periodic review to determine
whether it is making progress consistent with the plan. If AMEX does not accept
the Company’s plan, or even if accepted, if the Company is not in compliance
with the continued listing standards at the end of the plan period or the
Company does not make progress consistent with the plan during such period,
then
AMEX may initiate delisting proceedings.
The
Company is considering what actions it may take to regain compliance with the
AMEX listing standards and intends to submit a compliance plan to the AMEX
Staff
in a timely manner. The Company’s common stock continues to trade on
AMEX.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
99.1 Press
Release issued by Nephros, Inc. dated July 21, 2006.
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.
Date:
July 21, 2006
NEPHROS,
INC.
By:
/s/
Norman J.
Barta
Norman
J. Barta
President
and Chief Executive Officer
(Principal
Executive Officer)