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) May 3, 2007
 
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 8.01 Other Events.
 
On May 3, 2007, Nephros, Inc. (the “Company”) issued a press release regarding a going concern qualification issued by its independent auditors with respect to their audit report on the Company’s consolidated financial statements for the year ended December 31, 2006, and announcing the Company’s financial results for the year ended December 31, 2006. The full text of this press release is attached hereto as Exhibit 99.1. The information in this Item 8.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that Section.

Item 9.01.  Financial Statements and Exhibits.
 
(d)  
Exhibits

99.1    Press Release issued by Nephros, Inc. dated May 3, 2007.

 
 

 



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: May 3, 2007

                                                                NEPHROS, INC.
 

                                                                By: /s/ Mark W. Lerner                                       
                                           Mark W. Lerner
                                           Chief Financial Officer
                                           (Principal Financial and Accounting Officer)