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) November
14, 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
November 14, 2006, Nephros, Inc. (the “Company”) received notice from the staff
of the American Stock Exchange (the “AMEX”) that the staff has reviewed the
Company’s plan of compliance to meet the AMEX’s continued listing standards and
will continue the Company’s listing while the Company seeks to regain compliance
with the continued listing standards during the period ending January 17, 2008.
During the plan period, the Company must continue to provide the AMEX staff
with
updates regarding initiatives set forth in its plan of compliance. The Company
will be subject to periodic review by the AMEX staff during the plan period.
If
the Company is not in compliance with the continued listing standards at January
17, 2008 or the Company does not make progress consistent with the plan during
the plan period, then the AMEX may initiate immediate delisting
proceedings.
The
Company has received notices from AMEX that it 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)(i) of the AMEX Company Guide relating to shareholders’ equity of
less than $2,000,000 and losses from continuing operations and/or net losses
in
two out of its three most recent fiscal years; Section 1003(a)(ii) of the AMEX
Company Guide relating to shareholders’ equity of less than $4,000,000 and
losses from continuing operations and/or net losses in three out of its four
most recent fiscal years; and Section 1003(a)(iii) of the AMEX Company Guide
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.
A
copy of
the Company’s press release regarding acceptance of the Company’s plan of
compliance is attached hereto as Exhibit 99.1.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press
Release issued by Nephros, Inc. dated November 20, 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:
November 20, 2006
NEPHROS,
INC.
By:/s/
Mark W.
Lerner
Mark
W. Lerner
Chief Financial Officer
(Principal
Financial and Accounting Officer)