Item Shareholder 5.08. 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.
Filed Oct 13, 2026Accepted Oct 13, 2026, 4:01 PM EDTCIK 1196298Accession 0001493152-26-046814
Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 5.08Item 5.08 - Shareholder Nominations
Item Shareholder
5.08. 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 8.01Item 8.01 - Other Events
Item Other
8.01. 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.
Filed exhibits (1)
EX-99.1 (by filename) ex99-1.htm
Exhibit
99.1
Nephros,
Inc.
380 Lackawanna Place
South Orange NJ 07079
Call: 201 343 5202
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.…