NEPHROS, INC. (OTCBB:NEPH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

NEPHROS, INC. (OTCBB:NEPH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02

Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On February 13, 2017 (the Effective Date), Nephros, Inc. (the
Company) appointed Andrew Astor as its Chief Financial Officer,
effective immediately. Mr. Astor, age 60, is a technology and
business executive with 30 years of financial and operating
experience. Mr. Astor was most recently President and Chief
Financial Officer at Open Source Consulting Group, a growth stage
services firm. Previously, he was a Managing Director at
Synechron, a global consulting organization, from 2013 to 2015.
From 2009 to 2013, he served as Vice President at Asurion, a
large, privately-held insurance company. Mr. Astor was co-founder
of the software company EnterpriseDB, and served as its CEO from
2004 to 2008. Mr. Astor was Vice President, Strategic Solutions
at webMethods, a software firm, from 2002 to 2004 and Vice
President of Transactional Products at Dun Bradstreet from 1998
to 2001. Prior to 1998, Mr. Astor held various roles at American
Management Systems, SHL/MCI Systemhouse, and Ernst Young. Mr.
Astor received his Bachelor of Arts in Mathematics from Clark
University, and his MBA from The Wharton School at the University
of Pennsylvania.

The terms of Mr. Astors employment with the Company are set forth
in letter agreement dated as of February 10, 2017 (the
Agreement). The Agreement provides that Mr. Astors employment
will be at-will and will initially be at 50% time, but after
approximately six to nine months, the Company expects to consider
increasing the position to full time. to the Agreement, Mr. Astor
will initial receive a salary of $10,000 per month, which the
Company would expect to increase to an annualized base salary of
$250,000 if the position transitions to full-time. Mr. Astor is
also eligible for up to a 25% annual bonus, based primarily on
Company performance.

In addition, Mr. Astor was granted a 10-year stock option to
purchase an aggregate of 579,571 shares of the Companys common
stock to the Companys 2015 Equity Incentive Plan. The option is
exercisable at a price of $0.4599 per share, which represents the
closing sale price of the Companys common stock on the Effective
Date. Mr. Astors right to purchase the shares vests, subject to
his continued employment, as follows:

12.5% of the shares subject to the option vest on the first
anniversary of the Effective Date;
37.5% of the shares subject to the option vest in twelve
equal quarterly installments, with the first installment
vesting three months following the first anniversary of the
Effective Date;
20% of the shares subject to the option will vest, if ever,
upon approval of listing of the Companys common stock on the
NASDAQ Stock Market, New York Stock Exchange or such other
national securities exchange approved by the Board;
10% of the shares subject to the option will vest, if ever,
on the February 1st following the Companys first
completed fiscal year in which annual revenue exceeds
$6,000,000; and
20% of the shares subject to the option will vest, if ever,
on the February 1st following the Companys first
completed fiscal year in which annual revenue exceeds
$10,000,000.

The Agreement provides that if the Company terminates Mr. Astor
without cause (as defined in the Agreement), then, if such
termination occurs prior to the second anniversary of the
Effective Date, he shall be entitled to continuation of his base
salary and health benefits for a period of three months, or, if
such termination occurs following the second anniversary of the
Effective Date, continuation of his base salary and health
benefits for a period of six months.

Effective upon Mr. Astors appointment as Chief Financial Officer,
Daron Evans no longer serves as Acting Chief Financial Officer.

The foregoing descriptions of the material terms of the Agreement
are qualified in their entirety by reference to the full text of
the Agreement, a copy of which is attached as Exhibit 10.1 to
this report and incorporated herein by reference. A copy of the
Companys press release issued February 14, 2016, announcing Mr.
Astors appointment is attached hereto and incorporated by
reference herein as Exhibit 99.1

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
10.1 Letter Agreement dated February 10, 2017, between Andrew
Astor and Nephros, Inc.
99.1 Press Release of Nephros, Inc. dated February 14, 2017.


About NEPHROS, INC. (OTCBB:NEPH)

Nephros, Inc. (Nephros) is a commercial-stage medical device and commercial products company that develops and sells high performance liquid purification filters and hemodiafiltration (HDF) systems. The Company’s filters, ultrafilters, are primarily used in dialysis centers for the removal of biological contaminants from water and bicarbonate concentrate, and used in hospitals for the prevention of infection from water borne pathogens, such as legionella and pseudomonas. The Company has approximately two product lines: HDF Systems and Ultrafiltration Products. Its products in HDF modality deliver therapy for End Stage Renal Disease (ESRD) patients. It offers ultrafilters for customers in hospitals and other healthcare facilities for filtration of water to be used for patient washing and drinking as an aid in infection control. The filters also produce water that is suitable for wound cleansing, cleaning of equipment used in medical procedures and washing of surgeons’ hands.

NEPHROS, INC. (OTCBB:NEPH) Recent Trading Information

NEPHROS, INC. (OTCBB:NEPH) closed its last trading session down -0.020 at 0.440 with 4,700 shares trading hands.

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