false --12-31 Q1 0001196298 Yes Yes 0001196298 2024-01-01 2024-03-31 0001196298 2024-05-06 0001196298 2024-03-31 0001196298 2023-12-31 0001196298 2023-01-01 2023-03-31 0001196298 us-gaap:ProductMember 2024-01-01 2024-03-31 0001196298 us-gaap:ProductMember 2023-01-01 2023-03-31 0001196298 NEPH:RoyaltyAndOtherRevenuesMember 2024-01-01 2024-03-31 0001196298 NEPH:RoyaltyAndOtherRevenuesMember 2023-01-01 2023-03-31 0001196298 us-gaap:CommonStockMember 2023-12-31 0001196298 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001196298 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-12-31 0001196298 us-gaap:RetainedEarningsMember 2023-12-31 0001196298 us-gaap:ParentMember 2023-12-31 0001196298 us-gaap:NoncontrollingInterestMember 2023-12-31 0001196298 us-gaap:CommonStockMember 2022-12-31 0001196298 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001196298 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-12-31 0001196298 us-gaap:RetainedEarningsMember 2022-12-31 0001196298 us-gaap:ParentMember 2022-12-31 0001196298 us-gaap:NoncontrollingInterestMember 2022-12-31 0001196298 2022-12-31 0001196298 us-gaap:CommonStockMember 2024-01-01 2024-03-31 0001196298 us-gaap:AdditionalPaidInCapitalMember 2024-01-01 2024-03-31 0001196298 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-01-01 2024-03-31 0001196298 us-gaap:RetainedEarningsMember 2024-01-01 2024-03-31 0001196298 us-gaap:ParentMember 2024-01-01 2024-03-31 0001196298 us-gaap:NoncontrollingInterestMember 2024-01-01 2024-03-31 0001196298 us-gaap:CommonStockMember 2023-01-01 2023-03-31 0001196298 us-gaap:AdditionalPaidInCapitalMember 2023-01-01 2023-03-31 0001196298 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-01-01 2023-03-31 0001196298 us-gaap:RetainedEarningsMember 2023-01-01 2023-03-31 0001196298 us-gaap:ParentMember 2023-01-01 2023-03-31 0001196298 us-gaap:NoncontrollingInterestMember 2023-01-01 2023-03-31 0001196298 us-gaap:CommonStockMember 2024-03-31 0001196298 us-gaap:AdditionalPaidInCapitalMember 2024-03-31 0001196298 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-03-31 0001196298 us-gaap:RetainedEarningsMember 2024-03-31 0001196298 us-gaap:ParentMember 2024-03-31 0001196298 us-gaap:NoncontrollingInterestMember 2024-03-31 0001196298 us-gaap:CommonStockMember 2023-03-31 0001196298 us-gaap:AdditionalPaidInCapitalMember 2023-03-31 0001196298 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-03-31 0001196298 us-gaap:RetainedEarningsMember 2023-03-31 0001196298 us-gaap:ParentMember 2023-03-31 0001196298 us-gaap:NoncontrollingInterestMember 2023-03-31 0001196298 2023-03-31 0001196298 2023-01-01 2023-12-31 0001196298 NEPH:CustomerAMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2024-01-01 2024-03-31 0001196298 NEPH:CustomerAMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001196298 NEPH:CustomerBMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2024-01-01 2024-03-31 0001196298 NEPH:CustomerBMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001196298 NEPH:CustomerCMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2024-01-01 2024-03-31 0001196298 NEPH:CustomerCMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001196298 NEPH:CustomerTotalMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2024-01-01 2024-03-31 0001196298 NEPH:CustomerTotalMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001196298 NEPH:CustomerAMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2024-01-01 2024-03-31 0001196298 NEPH:CustomerAMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001196298 NEPH:CustomerBMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2024-01-01 2024-03-31 0001196298 NEPH:CustomerBMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001196298 NEPH:CustomerTotalMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2024-01-01 2024-03-31 0001196298 NEPH:CustomerTotalMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001196298 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2024-03-31 0001196298 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2024-03-31 0001196298 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2024-03-31 0001196298 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001196298 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001196298 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001196298 us-gaap:CustomerRelationshipsMember 2024-03-31 0001196298 us-gaap:CustomerRelationshipsMember 2023-12-31 0001196298 NEPH:LicenseAndSupplyAgreementMember 2024-03-31 0001196298 NEPH:LicenseAndSupplyAgreementMember 2023-12-31 0001196298 NEPH:LicenseAndSupplyAgreementMember 2024-01-01 2024-03-31 0001196298 NEPH:LicenseAndSupplyAgreementMember 2023-01-01 2023-03-31 0001196298 2023-12-10 2023-12-11 0001196298 NEPH:AprilTwentyThreeTwoThousandFourteenThroughDecemberThirtyOneTwoThousandTwentyThreeMember NEPH:LicenseAndSupplyAgreementMember NEPH:MedicaMember 2024-01-01 2024-03-31 0001196298 us-gaap:CostOfSalesMember 2023-01-01 2023-03-31 0001196298 us-gaap:AccountsPayableAndAccruedLiabilitiesMember 2023-01-01 2023-03-31 0001196298 NEPH:SecuredPromissoryNoteAgreementMember NEPH:TechCapitalLLCMember 2018-03-27 0001196298 NEPH:SecuredPromissoryNoteAgreementMember NEPH:TechCapitalLLCMember 2024-01-01 2024-03-31 0001196298 NEPH:SecuredPromissoryNoteAgreementMember NEPH:TechCapitalLLCMember 2024-03-31 0001196298 NEPH:SecuredNoteMember 2023-01-01 2023-03-31 0001196298 srt:MinimumMember 2024-03-31 0001196298 srt:MaximumMember 2024-03-31 0001196298 us-gaap:EmployeeStockOptionMember 2024-01-01 2024-03-31 0001196298 us-gaap:EmployeeStockOptionMember 2023-01-01 2023-03-31 0001196298 us-gaap:EmployeeStockOptionMember us-gaap:SellingGeneralAndAdministrativeExpensesMember 2024-01-01 2024-03-31 0001196298 us-gaap:EmployeeStockOptionMember us-gaap:ResearchAndDevelopmentExpenseMember 2024-01-01 2024-03-31 0001196298 us-gaap:EmployeeStockOptionMember us-gaap:SellingGeneralAndAdministrativeExpensesMember 2023-01-01 2023-03-31 0001196298 us-gaap:EmployeeStockOptionMember us-gaap:ResearchAndDevelopmentExpenseMember 2023-01-01 2023-03-31 0001196298 us-gaap:RestrictedStockMember 2024-01-01 2024-03-31 0001196298 us-gaap:RestrictedStockMember 2023-01-01 2023-03-31 0001196298 us-gaap:RestrictedStockMember NEPH:EmployeesMember 2023-01-01 2023-03-31 0001196298 us-gaap:RestrictedStockMember NEPH:BoardMember 2022-01-01 2022-12-31 0001196298 us-gaap:RestrictedStockMember NEPH:ContractorsMember 2023-01-01 2023-03-31 0001196298 NEPH:UnvestedRestrictedStockMember 2024-03-31 0001196298 NEPH:SRPEquityIncentivePlanMember 2019-05-07 0001196298 NEPH:SRPEquityIncentivePlanMember 2023-01-01 2023-03-31 0001196298 us-gaap:SeriesAPreferredStockMember 2018-09-01 2018-09-30 0001196298 us-gaap:SeriesAPreferredStockMember 2022-02-01 2022-02-28 0001196298 NEPH:SpecialtyRenalProductsIncMember 2022-02-01 2022-02-28 0001196298 NEPH:SpecialtyRenalProductsIncMember 2022-02-28 0001196298 NEPH:SRPPurchaseAgreementClosingAmendmentMember 2022-02-01 2022-02-28 0001196298 NEPH:SpecialtyRenalProductsIncMember NEPH:LoanAgreementMember 2020-12-31 0001196298 NEPH:SpecialtyRenalProductsIncMember NEPH:LoanAgreementMember 2020-01-01 2020-12-31 0001196298 NEPH:SpecialtyRenalProductsIncMember 2023-03-01 2023-03-31 0001196298 NEPH:SpecialtyRenalProductsIncMember 2023-01-01 2023-03-31 0001196298 us-gaap:EmployeeStockOptionMember 2024-01-01 2024-03-31 0001196298 us-gaap:EmployeeStockOptionMember 2023-01-01 2023-03-31 0001196298 NEPH:UnvestedRestrictedStockMember 2024-01-01 2024-03-31 0001196298 NEPH:UnvestedRestrictedStockMember 2023-01-01 2023-03-31 0001196298 NEPH:LicenseAndSupplyAgreementMember NEPH:MedicaSpaMember srt:ScenarioForecastMember 2024-01-01 2024-12-31 0001196298 NEPH:LicenseAndSupplyAgreementMember NEPH:MedicaSpaMember 2024-01-01 2024-03-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares NEPH:Integer xbrli:shares iso4217:EUR xbrli:shares NEPH:Segment iso4217:EUR xbrli:pure utr:sqft

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: March 31, 2024

 

OR

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from: _______ to _______

 

Commission File Number: 001-32288

 

NEPHROS, INC.

(Exact name of registrant as specified in its charter)

 

delaware   13-3971809

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

     

380 Lackawanna Place

South Orange, NJ

  07079
(Address of principal executive offices)   (Zip Code)

 

(201) 343-5202

Registrant’s telephone number, including area code

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading symbol   Name of exchange on which registered
Common stock, par value $0.001 per share   NEPH   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ YES ☐ NO

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ YES ☐ NO

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

 

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
  Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ YES ☒ NO

 

As of May 6, 2024, 10,544,139 shares of the registrant’s common stock, $0.001 par value per share, were outstanding.

 

 

 

 
 

 

NEPHROS, INC. AND SUBSIDIARIES

 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION 3
Item 1. Financial Statements (unaudited). 3
CONSOLIDATED BALANCE SHEETS – March 31, 2024 and December 31, 2023 3
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS – Three months ended March 31, 2024 and 2023 4
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY – Three months ended March 31, 2024 and 2023 5
CONSOLIDATED STATEMENTS OF CASH FLOWS – Three months ended March 31, 2024 and 2023 6
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS 7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 16
Item 3. Quantitative and Qualitative Disclosures About Market Risk. 22
Item 4. Controls and Procedures. 22
PART II - OTHER INFORMATION 23
Item 1A. Risk Factors 23
Item 5. Exhibits 23
SIGNATURES 24

 

2
 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

NEPHROS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

(Unaudited)

 

   March 31, 2024   December 31, 2023 
ASSETS          
Current assets:          
Cash and cash equivalents  $3,633   $4,307 
Accounts receivable, net   1,518    1,496 
Inventory   2,779    2,470 
Prepaid expenses and other current assets   200    132 
Total current assets   8,130    8,405 
Property and equipment, net   142    152 
Lease right-of-use assets   1,680    1,807 
Intangible assets, net   373    381 
Goodwill   759    759 
License and supply agreement, net   257    271 
Other assets   75    86 
TOTAL ASSETS  $11,416   $11,861 
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities:          
Accounts payable   1,114    873 
Accrued expenses   413    794 
Current portion of lease liabilities   402    446 
Total current liabilities   1,929    2,113 
Lease liabilities, net of current portion   1,307    1,390 
TOTAL LIABILITIES   3,236    3,503 
           
COMMITMENTS AND CONTINGENCIES (Note 13)   -    - 
           
STOCKHOLDERS’ EQUITY:          
           
Preferred stock, $.001 par value; 5,000,000 shares authorized at March 31, 2024 and December 31, 2023; no shares issued and outstanding at March 31, 2024 and December 31, 2023   -    - 
Common stock, $.001 par value; 40,000,000 shares authorized at March 31, 2024 and December 31, 2023; 10,544,139 and 10,543,675 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively   10    10 
Additional paid-in capital   152,745    152,754 
Accumulated deficit   (144,575)   (144,406)
TOTAL STOCKHOLDERS’ EQUITY   8,180    8,358 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY  $11,416   $11,861 

 

The accompanying notes are an integral part of these unaudited consolidated interim financial statements.

 

3
 

 

NEPHROS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except share and per share amounts)

(Unaudited)

 

   2024   2023 
   Three Months Ended March 31, 
   2024   2023 
Net revenue:          
Product revenues  $3,506   $3,662 
Royalty and other revenues   16    35 
Total net revenues   3,522    3,697 
Cost of goods sold   1,335    1,586 
Gross margin   2,187    2,111 
Operating expenses:          
Selling, general and administrative   2,142    2,124 
Research and development   212    239 
Depreciation and amortization   33    54 
Total operating expenses   2,387    2,417 
Operating loss   (200)   (306)
Other (expense) income:          
Interest expense   (1)   (1)
Interest income   25    12 
Other (expense) income, net   7    (11)
Total other income:   31    - 
Net loss   (169)   (306)
           
Net loss per common share, basic and diluted  $(0.02)  $(0.03)
Weighted average common shares outstanding, basic and diluted   10,501,771    10,297,429 
           
Comprehensive loss  $(169)  $(306)

 

The accompanying notes are an integral part of these unaudited consolidated interim financial statements.

 

4
 

 

NEPHROS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(In thousands, except share amounts)

(Unaudited)

 

   Shares   Amount   Capital   Income   Deficit   Subtotal   Interest   Equity 
   Three months ended March 31, 2024 
   Common Stock   Additional
Paid-in		   Accumulated Other Comprehensive   Accumulated       Noncontrolling   Total Stockholders’ 
   Shares   Amount   Capital   Income   Deficit   Subtotal   Interest   Equity 
Balance, December 31, 2023   10,501,508   $10   $152,754   $-   $(144,406)  $8,358   $-   $8,358 
Net loss   -    -    -    -    (169)   (169)   -    (169)
Stock option exercises   464    -    -    -    -    -    -    - 
Stock-based compensation   -    -    (9)   -    -    (9)   -    (9)
Balance, March 31, 2024   10,501,972   $10   $152,745   $-   $(144,575)  $8,180   $-   $8,180 

 

   Three months ended March 31, 2023 
   Common Stock   Additional
Paid-in		   Accumulated Other Comprehensive   Accumulated       Noncontrolling   Total Stockholders’ 
   Shares   Amount   Capital   Income   Deficit   Subtotal   Interest   Equity 
Balance, December 31, 2022   10,297,429   $10   $148,413   $-   $(142,831)  $5,592   $3,289   $8,881 
Net loss   -    -    -    -    (306)   (306)   -    (306)
Change in non-controlling interest   -    -    3,262    -    -    3,262    (3,262)   - 
Stock-based compensation   -    -    346    -    -    346    (27)   319 
Balance, March 31, 2023   10,297,429   $10   $152,021   $-   $(143,137)  $8,894   $-   $8,894 

 

The accompanying notes are an integral part of these unaudited consolidated interim financial statements.

 

5
 

 

NEPHROS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

   2024   2023 
   Three Months Ended March 31, 
   2024   2023 
OPERATING ACTIVITIES:          
Net loss  $(169)  $(306)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:          
Depreciation of property and equipment   11    

10

 
Amortization of intangible assets, license and supply agreement and finance lease right-of-use asset   23    44 
Stock-based compensation   (9)   319 
Inventory impairments and writeoffs   73    91 
Change in right of use asset   125    87 
Gain on foreign currency transactions   (3)   - 
Decrease (increase) in operating assets:          
Accounts receivable   (22)   (677)
Inventory   (382)   714 
Prepaid expenses and other current assets   (69)   10 
Other assets   11    (6)
(Decrease) increase in operating liabilities:          
Accounts payable   244    (21)
Accrued expenses   (380)   98 
Lease liabilities   (125)   (87)
Net cash provided by (used in) operating activities   (672)   276 
           
INVESTING ACTIVITIES:          
    -    - 
FINANCING ACTIVITIES:          
Principal payments on finance lease liability   (2)   (2)
Principal payments on equipment financing   -    (1)
Payments on secured note payable   -    (71)
Net cash provided by (used in) financing activities   (2)   (74)
Net increase (decrease) in cash and cash equivalents   (674)   202 
Cash and cash equivalents, beginning of period   4,307    3,634 
Cash and cash equivalents, end of period  $3,633   $3,836 
Supplemental disclosure of cash flow information          
Cash paid for interest expense  $1   $1 

 

The accompanying notes are an integral part of these unaudited consolidated interim financial statements.

 

6
 

 

NEPHROS, INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

 

Note 1 – Organization and Nature of Operations

 

Nephros, Inc. (“Nephros” or the “Company”) was incorporated under the laws of the State of Delaware on April 3, 1997. The Company was founded by health professionals, scientists and engineers affiliated with Columbia University to develop advanced end stage renal disease (“ESRD”) therapy technology and products.

 

Beginning in 2009, Nephros introduced high performance liquid purification filters to meet the demand for water purification in certain medical markets. The Company’s filters, generally classified as ultrafilters, are primarily used in hospitals for the prevention of infection from waterborne pathogens, such as legionella and pseudomonas, and in dialysis centers for the removal of biological contaminants from water and bicarbonate concentrate. The Company also develops and sells water filtration products for commercial applications, focusing on the hospitality and food service markets. The water filtration business is a reportable segment, referred to as the Water Filtration segment.

 

In July 2018, the Company formed a subsidiary, Specialty Renal Products, Inc. (“SRP”), to drive the development of its second-generation hemodiafiltration system and other products focused on improving therapies for patients with renal disease. After SRP’s formation, the Company assigned to SRP all of the Company’s rights to three patents relating to the Company’s hemodiafiltration technology, which were carried at zero book value. On March 9, 2023, the SRP Stockholders approved a plan of dissolution to wind down SRP’s operations, liquidate SRP’s remaining assets and dissolve SRP, and SRP filed a certificate of dissolution with the State of Delaware on April 13, 2023. As a result of the SRP Stockholders’ approval of the plan of dissolution and provisions therein and after satisfying all of SRP’s liabilities, there are no assets available for distribution to the holders of any of SRP’s capital stock, including its Series A Preferred Stock. As such, the value recorded to non-controlling interest was written to zero and the impact reclassified to the Company’s additional paid-in capital as the Company retained control of SRP.

 

The Company’s primary U.S. facility is located at 380 Lackawanna Place, South Orange, New Jersey 07079. This location along with our Whippany, NJ facility, houses the Company’s corporate headquarters, research, manufacturing, and distribution facilities.

 

Note 2 – Basis of Presentation and Liquidity

 

Interim Financial Information

 

The accompanying unaudited consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 and Article 10 of Regulation S-X. The consolidated balance sheet as of December 31, 2023 was derived from the Company’s audited financial statements. Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. Results as of and for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

 

The consolidated interim financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

 

Segment Reporting

 

The Company operates in only one business segment from which the Company’s chief operating decision maker evaluates the financial performance of the Company.

 

7
 

 

Consolidation

 

The accompanying consolidated financial statements include the accounts of Nephros, Inc. and its subsidiary, SRP, which was dissolved pursuant to a plan of dissolution adopted by its stockholders on March 9, 2023 and the subsequent filing of a certificate of dissolution with the State of Delaware on April 13, 2023. All intercompany accounts and transactions were eliminated in the preparation of the accompanying consolidated financial statements.

 

Use of Estimates

 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amount of revenues and expenses, during the reporting period. Actual results could differ materially from those estimates. Included in these estimates are assumptions about the collection of accounts receivable, value of inventories, useful life of fixed assets and intangible assets, the assessment of expected cash flows used in evaluating goodwill and other long-lived assets, the assessment of the ability to continue as a going concern and assumptions used in determining stock compensation such as expected volatility and risk-free interest rate.

 

Liquidity

 

In connection with SRP’s plan of dissolution and pursuant to an agreement between the Company and SRP entered into on May 24, 2023, SRP assigned substantially all of its remaining assets to the Company in satisfaction of the entire loan balance. See “Note 11 – Stockholders’ Equity – Noncontrolling Interest” Accordingly, as of March 31, 2024, there was no outstanding balance of this loan.

 

The Company has sustained operating losses every quarter through March 31, 2024, generating an accumulated deficit of $144.6 million as of March 31, 2024. However, in 2023, the Company’s operating cash flow was positive due to increased sales, improved gross margins, careful expense management, a reduction in inventory, and the dispositions of the Pathogen Detection Systems and SRP businesses. These actions resulted in the Company generating cash from operations of approximately $0.8 million for the twelve months ended December 31, 2023. Conversely, net cash from operations was negative for the three months ended March 31, 2024 due to an operating loss, payment of prior year annual bonuses, and an increase in inventory. The Company continues to focus on growth in sales and managing tight expenses in order to turn cash flow positive from operations. The investment in inventory in the first quarter of 2024 is preparing for higher volumes in the future. The Company believes that the tight focus on operations and its current cash balances are sufficient to fund its current operating plan through at least the next 12 months from the date of issuance of the accompanying consolidated financial statements. However, in the event that the Company’s operating results do not meet its expectations, the Company may need to further reduce discretionary expenditures such as headcount, R&D projects, and other variable costs.

 

Recent Accounting Pronouncements, Not Yet Effective

 

In March, the FASB issued ASU 2024-01, “ASC 718-Scope Application of Profits Interest and Similar Awards,” which provides guidance to assist entities in determining whether profits interest and similar awards should be accounted for in accordance with Topic 718, Compensation—Stock Compensation. The guidance is effective for the Company’s fiscal year 2025, including interim periods. Early adoption is permitted. The Company is assessing the impact of adopting this guidance on its consolidated financial statements.

 

In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures,” which enhances the transparency and decision usefulness of income tax disclosures. The guidance is effective for the Company’s annual reporting period ending December 31, 2025. Early adoption is permitted. The Company is assessing the impact of adopting this guidance on its consolidated financial statements.

 

8
 

 

Concentration of Credit Risk

 

The Company deposits its cash in financial institutions. At times, such deposits may be in excess of insured limits. To date, the Company has not experienced any impairment losses on its cash. The Company also limits its credit risk with respect to accounts receivable by performing credit evaluations when deemed necessary.

 

Major Customers

 

For the three months ended March 31, 2024, and 2023, the following customers accounted for the following percentages of the Company’s revenues, respectively:

 

Customer  2024   2023 
A   31%   20%
B   7%   10%
C   2%   19%
Total   40%   49%

 

As of March 31, 2024 and December 31, 2023, the following customers accounted for the following percentages of the Company’s accounts receivable, respectively:

 

Customer  2024   2023 
A   24%   12%
B   10%   6%
Total   34%   18%

 

Accounts Receivable

 

The Company recognizes an allowance that reflects a current estimate of credit losses expected to be incurred over the life of a financial asset, including trade receivables. The Company continuously monitors collections and payments from its customers and maintains a provision for estimated credit losses. The Company determines its allowance for doubtful accounts by considering a number of factors, including the length of time balances are past due, the Company’s previous loss history, the customer’s current ability to pay its obligations to the Company and the expected condition of the general economy and the industry as a whole. The Company writes off accounts receivable when they are determined to be uncollectible. The allowance for doubtful accounts was approximately $11,000 as of March 31, 2024, and December 31, 2023, respectively.

 

Depreciation Expense

 

Depreciation related to equipment utilized in the manufacturing process is recognized in cost of goods sold on the consolidated statements of operations and comprehensive loss. For each of the three months ended March 31, 2024, and 2023, depreciation expense was approximately $1,000.

 

Note 3 – Revenue Recognition

 

The Company recognizes revenue related to product sales when product is shipped via external logistics providers and the other criteria of ASC 606 are met. Product revenue is recorded net of returns and allowances. There was no allowance for sales returns for the three months ended March 31, 2024, or 2023. In addition to product revenue, the Company recognizes revenue related to sales of services to customers, royalties, and other agreements in accordance with the five-step model in ASC 606. Other revenues recognized for the three months ended March 31, 2024, and 2023 were approximately $16,000 and $35,000, respectively.

 

9
 

 

Note 4 – Fair Value Measurements

 

The Company measures certain financial instruments and other items at fair value.

 

To determine the fair value, the Company uses the fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use to value an asset or liability and are developed based on market data obtained from independent sources. Unobservable inputs are inputs based on assumptions about the factors market participants would use to value an asset or liability.

 

To measure fair value, the Company uses the following fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable:

 

Level 1 – Quoted prices in active markets for identical assets or liabilities.

 

Level 2 – Inputs other than Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means.

 

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Value is determined using pricing models, discounted cash flow methodologies, or similar techniques and also includes instruments for which the determination of fair value requires significant judgment or estimation.

 

Assets and Liabilities Measured at Fair Value on a Recurring Basis

 

The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level of classification for each reporting period.

 

At March 31, 2024 and December 31, 2023, the Company’s cash equivalents consisted of money market funds. The Company values its cash equivalents using observable inputs that reflect quoted prices for securities with identical characteristics and classify the valuation techniques that use these inputs as Level 1.

 

At March 31, 2024 and December 31, 2023, the fair value measurements of the Company’s assets and liabilities measured on a recurring basis were as follows:

 

   Fair Value Measurements at Reporting Date Using 
   Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)		   Significant
Other
Observable
Inputs
(Level 2)		   Significant
Unobservable
Inputs
(Level 3)		 
   (in thousands) 
March 31, 2024            
Cash  $1,076   $    $  
Money market funds   2,557           
    -           
Cash and cash equivalents  $3,633   $          -   $        - 
                
December 31, 2023               
Cash  $274   $   $ 
Money market funds   2,515           
Certificate of deposit   1,518           
Cash and cash equivalents  $4,307   $-   $- 

 

10
 

 

Assets and Liabilities Not Measured at Fair Value on a Recurring Basis

 

The carrying amounts of accounts receivable, accounts payable and accrued expenses approximate fair value due to the short-term maturity of these instruments.

 

The carrying amounts of the secured long-term note payable, lease liabilities and equipment financing approximate fair value as of March 31, 2024 and December 31, 2023 because those financial instruments bear interest at rates that approximate current market rates for similar agreements with similar maturities and credit.

 

Note 5 – Inventory

 

Inventory is stated at the lower of cost or net realizable value using the first-in, first-out method and consists of raw materials and finished goods. The Company’s inventory components as of March 31, 2024 and December 31, 2023, were as follows:

 

Schedule of Inventory, Net

   March 31, 2024   December 31, 2023 
   (in thousands) 
Finished goods  $2,390   $2,144 
Raw materials   389    326 
Total inventory  $2,779   $2,470 

 

Note 6 – Intangible Assets and Goodwill

 

Intangible Assets

 

Intangible assets as of March 31, 2024, and December 31, 2023 are set forth in the table below. Gross carrying values and accumulated amortization of the Company’s intangible assets by type are as follows:

 

Schedule of Intangible Assets

   March 31, 2024   December 31, 2023 
   Cost   Accumulated Amortization   Net   Cost   Accumulated Amortization   Net 
   (in thousands) 
Customer relationships   540    (167)   373    540    (159)   381 
Total intangible assets  $540   $(167)  $373   $540   $(159)  $381 

 

The Company recognized amortization expense of approximately $8,000 and $11,000 for the three months ended March 31, 2024 and March 31, 2023, respectively. All were recognized in selling, general and administrative expenses on the accompanying condensed consolidated statement of operations and comprehensive loss.

 

As of March 31, 2024, future amortization expense for each of the next five years is (in thousands):

Schedule of Future Amortization Expense 

Fiscal Years    
2024 (excluding the three months ended March 31, 2024)   24 
2025   32 
2026   32 
2027   32 
2028   32 
2029   32 

 

Goodwill

 

Goodwill had a carrying value on the Company’s consolidated balance sheets of $0.8 million at March 31, 2024 and December 31, 2023, respectively.

 

11
 

 

Note 7 – License and Supply Agreement, net

 

On April 23, 2012, the Company entered into a License and Supply Agreement (as thereafter amended, the “License and Supply Agreement”) with Medica S.p.A. (“Medica”), an Italy-based medical product manufacturing company, for the marketing and sale of certain filtration products based upon Medica’s proprietary Medisulfone ultrafiltration technology in conjunction with the Company’s filtration products, and for an exclusive supply arrangement for the filtration products. Under the License and Supply Agreement, Medica granted to the Company an exclusive license, with right of sublicense, to market, promote, distribute, offer for sale and sell the filtration products worldwide, with certain limitations on territory, during the term of the License and Supply Agreement. In addition, the Company granted to Medica an exclusive license under the Company’s intellectual property to make the filtration products during the term of the License and Supply Agreement. The filtration products covered under the License and Supply Agreement includes both certain products based on Medica’s proprietary Versatile microfiber technology and certain filtration products based on Medica’s proprietary Medisulfone ultrafiltration technology. In December 2023, the Company signed a new agreement with Medica which extends the term until December 31, 2028, unless earlier terminated by either party in accordance with the terms of the License and Supply Agreement.

 

In exchange for the license, the gross value of the intangible asset capitalized was $2.3 million. License and supply agreement, net, on the consolidated balance sheet is $0.3 million as of March 31, 2024 and December 31, 2023, respectively. Accumulated amortization is $2.0 million as of March 31, 2024 and December 31, 2023, respectively. The intangible asset is being amortized as an expense over the life of the License and Supply Agreement. Amortization expense of approximately $14,000 and $33,000 was recognized in the three months ended March 31, 2024 and 2023, respectively on the consolidated statement of operations and comprehensive loss.

 

As of December 11, 2023, the Company contractually has agreed to pay interest per month at the EURIBOR 360-day rate plus 500 basis points calculated on the principal amount of any outstanding invoices that are overdue by more than 15 days beyond the original payment terms. There was no interest recognized for the three months ended March 31, 2024 or March 31, 2023.

 

In addition, for the period beginning April 23, 2014 through December 31, 2023, the Company paid Medica a royalty rate of 3% of net sales of the filtration products sold, subject to reduction as a result of a supply interruption pursuant to the terms of the License and Supply Agreement. Approximately $96,000 for the three months ended March 31, 2023 was recognized as royalty expense and is included in cost of goods sold on the consolidated statement of operations and comprehensive loss. Approximately $96,000 of this royalty expense was included in accounts payable as of March 31, 2023.

 

Note 8 – Secured Note Payable

 

On March 27, 2018, the Company entered into a Secured Promissory Note Agreement (the “Secured Note”) with Tech Capital for a principal amount of $1.2 million. As of March 31, 2023, the principal balance of the Secured Note was paid off.

 

The Secured Note had a maturity date of April 1, 2023. The unpaid principal balance accrued interest at a rate of 8% per annum. Principal and interest payments were due on the first day of each month commencing on May 1, 2018. The Secured Note was subject to terms and conditions of and was secured by security interests granted by the Company in favor of Tech Capital under the Loan and Security Agreement entered into on August 17, 2017 and subsequently amended on December 20, 2019 (the “Loan Agreement”). An event of default under such Loan Agreement was an event of default under the Secured Note and vice versa.

 

During the three months ended March 31, 2023, the Company made payments under the Secured Note of approximately $71,000. Included in the total payments made, approximately $1,000 was recognized as interest expense on the consolidated statement of operations and comprehensive loss for the three months ended March 31, 2023.

 

12
 

 

Note 9 – Leases

 

The Company has operating leases for corporate offices, warehouse space, an automobile, and office equipment. The leases have remaining lease terms of 1 year to 5 years.

 

Lease cost, as presented below, includes costs associated with leases for which right-of-use (“ROU”) assets have been recognized as well as short-term leases.

 

The components of total lease costs were as follows:

 

Schedule of Components of Lease Cost

  

Three months ended

March 31, 2024

  

Three months ended

March 31, 2023

 
   (in thousands) 
Operating lease cost  $125   $92 
Finance lease cost:          
Amortization of right-of-use assets   2    2 
Interest on lease liabilities   1    1 
Total finance lease cost   3    3 
Variable lease cost   11    4 
Total lease cost  $139   $99 

 

Supplemental cash flow information related to leases was as follows:

 

Schedule of Supplemental Cash Flow Information Related to Leases

 

Three months ended

March 31, 2024

  

Three months ended

March 31, 2023

 
   (in thousands) 
Cash paid for amounts included in the measurement of lease liabilities:          
Operating cash flows from operating leases  $158   $87 
Financing cash flows from finance leases  $2   $2 

 

Supplemental balance sheet information related to leases was as follows:

 

Schedule of Supplemental Balance Sheet Information Related to Leases

   March 31, 2024   December 31, 2023 
   (in thousands) 
Operating lease right-of-use assets  $1,678   $1,803 
Finance lease right-of-use assets  $2   $4 
           
Current portion of operating lease liabilities  $400   $442 
Operating lease liabilities, net of current portion   1,307    1,390 
Total operating lease liabilities  $1,707   $1,832 
           
Current portion of finance lease liabilities  $2   $4 
Finance lease liabilities, net of current portion   -    - 
Total finance lease liabilities  $2   $4 
           
Weighted average remaining lease term          
Operating leases   4.1 years     4.3 years 
Finance leases   0.4 years     0.6 years 
           
Weighted average discount rate          
Operating leases   8.0%   8.0%
Finance leases   8.0%   8.0%

 

13
 

 

As of March 31, 2024, maturities of lease liabilities were as follows:

 

Schedule of Maturities of Lease Liabilities

   Operating Leases   Finance Leases 
   (in thousands) 
2024 (excluding the three months ended March 31, 2024)  $404   $2 
2025   435    - 
2026   450    - 
2027   450    - 
2028   251    - 
Total future minimum lease payments   1,990    2 
Less imputed interest   (283)   - 
Total  $1,707   $2 

 

Note 10 – Stock Plans and Share-Based Payments

 

The fair value of stock options and restricted stock is recognized as stock-based compensation expense in the Company’s consolidated statement of operations and comprehensive loss. The Company calculates stock-based compensation expenses in accordance with ASC 718. The fair value of stock-based awards is amortized over the vesting period of the award.

 

Stock Options

 

During the three months ended March 31, 2024, the Company did not grant stock options to purchase shares of common stock to employees.

 

Stock-based compensation expense related to stock options was ($17,000) and $179,000 for the three months ended March 31, 2024 and 2023, respectively. For the three months ended March 31, 2024, approximately ($18,000) and $1,000 are included in selling, general and administrative expenses and research and development expenses, respectively, on the accompanying consolidated statement of operations and comprehensive loss. The net credit to stock-based compensation expense for the three months ended March 31, 2024 was due to the reversal of expense related to an immaterial error associated with the forfeiture of unvested options for employee terminations that occurred in prior fiscal periods partially offset by stock based compensation expense of approximately $58,000 related to unvested employee stock options. For the three months ended March 31, 2023, approximately $159,000 and $20,000 are included in selling, general and administrative expenses and research and development expenses, respectively, on the accompanying consolidated statement of operations and comprehensive loss.

 

There was no tax benefit related to expense recognized in the three months ended March 31, 2024 and 2023, as the Company is in a net operating loss position. As of March 31, 2024, there was $579,000 of total unrecognized compensation expense related to unvested stock-based awards granted under the equity compensation plans, which will be amortized over the weighted average remaining requisite service period of 2.8 years.

 

Restricted Stock

 

Total stock-based compensation expense for restricted stock on the Company’s consolidated statement of operations was approximately $8,000 and $13,000 for the three months ended March 31, 2024 and 2023, respectively. For the three months ended March 31, 2024 and 2023, approximately $8,000 and $13,000, respectively, are included in selling, general and administrative expenses on the accompanying consolidated statement of operations and comprehensive loss.

  

No shares of restricted stock were issued during the three months ended March 31, 2024.During the three months ended March 31, 2023, 23,781 shares of restricted stock were issued to employees, 133,722 shares of restricted stock were issued to board members all related to services rendered during the year ended December 31, 2022. In addition, 30,000 shares of restricted stock were issued to contractors during the period ended March 31, 2023. All restricted shares issued during the three months ended March 31, 2023, have a vesting period of six months.

 

As of March 31, 2024, there was approximately $7,000 of unrecognized compensation expense related to unvested stock-based awards granted under the equity compensation plans, which will be amortized over the weighted average remaining requisite service period of approximately 0.1 years.

 

The aggregate shares of common stock legally issued and outstanding as of March 31, 2024 is greater than the aggregate shares of common stock outstanding for accounting purposes by the amount of unvested restricted shares.

 

14
 

 

SRP Equity Incentive Plan

 

SRP’s 2019 Equity Incentive Plan was approved on May 7, 2019 under which 150,000 shares of SRP’s common stock are reserved for the issuance of options and other awards. This plan is no longer operational, due to the wind down of SRP’s operations and its April 2023 dissolution.

 

Due to the Company’s acquisition of the non-controlling interest in SRP during the three months ended March 31, 2023, all remaining equity-based awards have been forfeited and no further expense will be incurred related to these awards. There were no SRP stock options or other equity awards granted during the three months ended March 31, 2023. For the three months ended March 31, 2023, a credit of approximately ($27,000) was recognized for expense related to the SRP equity-based awards. Stock-based compensation expense related to the SRP equity-based awards is included in selling, general and administrative expenses on the accompanying consolidated statement of operations and comprehensive loss.

 

Note 11 – Stockholders’ Equity

 

Noncontrolling Interest

 

In separate transactions in September 2018 and February 2022, SRP issued and sold an aggregate of 700,003 shares of its Series A Preferred Stock for aggregate gross proceeds of approximately $3.5 million. Of such shares, the Company purchased 62,500 shares in the February 2022 transaction, maintaining a 62.5% ownership stake in SRP. Approximately $188,000 of the proceeds from the February 2022 sales were recorded as an increase to the equity of the non-controlling interests. In addition to the Company’s purchase of Series A Preferred Stock from SRP,, the Company also loaned to SRP the principal amount of $1.3 million, $1.0 million of which was advanced during the year ended December 31, 2020.

 

In March 2023, the board of directors of SRP adopted, and the stockholders of SRP approved, a plan to wind down SRP’s operations and dissolve, and in April 2023, SRP filed a certificate of dissolution with the State of Delaware. In accordance with its plan of dissolution, after SRP satisfied its other outstanding liabilities, SRP assigned to the Company all of its remaining assets, including its intellectual property rights, in satisfaction of outstanding indebtedness owed to the Company in the approximate amount of $1.5 million. No other assets are available for distribution to any of SRP’s stockholders, including the Company, in respect of their shares of SRP capital stock, including the Series A Preferred. As a result of the dissolution described above, it was determined approximately $24,000 of inventory likely had no value and was written off in the period ended March 31, 2023.

 

Note 12 – Net Loss per Common Share

 

Basic loss per common share is calculated by dividing net loss available to common shareholders by the number of weighted average common shares issued and outstanding. Diluted loss per common share is calculated by dividing net loss available to common shareholders by the weighted average number of common shares issued and outstanding for the period, plus amounts representing the dilutive effect from the exercise of stock options and warrants and unvested restricted stock, as applicable. The Company calculates dilutive potential common shares using the treasury stock method, which assumes the Company will use the proceeds from the exercise of stock options and warrants to repurchase shares of common stock to hold in its treasury stock reserves.

 

The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as they would be antidilutive:

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

   March 31, 
   2024   2023 
Shares underlying options outstanding   1,591,622    1,420,564 
Unvested restricted stock   42,167    187,503 

 

Note 13 – Commitments and Contingencies

 

Purchase Commitments

 

In exchange for the rights granted under the License and Supply Agreement with Medica (see Note 7 – License and Supply Agreement, net), the Company agreed to make certain minimum annual aggregate purchases from Medica over the term of the License and Supply Agreement. For the year ended December 31, 2024, the Company has agreed to make minimum annual aggregate purchases from Medica of €4.2 million (approximately $4.6 million). As of March 31, 2024, the Company’s aggregate purchase commitments totaled €2.8 million (approximately $3 million).

 

Contractual Obligations

 

See Note 9 – Leases for a discussion of the Company’s contractual obligations.

 

15
 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

The following discussion should be read in conjunction with our consolidated financial statements and notes thereto included in Item 1 of Part I of this Quarterly Report on Form 10-Q. This discussion includes forward-looking statements about our business, financial condition and results of operations including discussions about management’s expectations for our business. These statements represent projections, beliefs and expectations based on current circumstances and conditions and in light of recent events and trends, and these statements should not be construed either as assurances of performances or as promises of a given course of action. Instead, various known and unknown factors are likely to cause our actual performance and management’s actions to vary, and the results of these variances may be both material and adverse.

 

Business Overview

 

We are a commercial-stage company that develops and sells high performance water solutions to the medical and commercial markets.

 

Our medical water filters, mostly classified as ultrafilters, are used primarily by hospitals for the prevention of infection from waterborne pathogens, such as legionella and pseudomonas, and in dialysis centers for the removal of biological contaminants from water and bicarbonate concentrate. Because our ultrafilters capture contaminants as small as 0.005 microns in size, they minimize exposure to a wide variety of bacteria, viruses, fungi, parasites, and endotoxins.

 

Our commercial water filters improve the taste and odor of water and reduce biofilm, cysts, particulates, and scale build-up in downstream equipment. Our products are marketed primarily to the food service, hospitality, convenience store, and health care markets, and are also sold into medical institutions to supplement our medical filters.

 

We previously held a majority stake in Specialty Renal Products, Inc. (“SRP”), a development-stage medical device company that was focused primarily on developing hemodiafiltration (“HDF”) technology. In May 2022, SRP received510(k) clearance from the FDA for SRP’s second-generation model of the OLpūrH2H Hemodiafiltration System, which enables nephrologists to provide HDF treatment to patients with end stage renal disease. In January 2023, SRP management began exploring strategic partnerships to support a commercial launch of the HDF product but was unsuccessful in identifying a partner. By late February 2023, SRP had nearly exhausted its capital resources and, due to its limited capital and lack of prospects for securing a strategic partnership or additional financing, the board of directors of SRP adopted a plan on March 6, 2023 to wind down SRP operations, liquidate its remaining assets and dissolve the company. That plan was approved by SRP’s stockholders on March 9, 2023, and on April 13, 2023, SRP filed a certificate of dissolution with the State of Delaware. SRP’s cash resources were sufficient to satisfy all of its outstanding liabilities other than its obligations to us under a loan with an outstanding balance of approximately $1.5 million. Accordingly, SRP assigned to Nephros all of its remaining assets, including its intellectual property rights in the HDF2 device, in satisfaction of its outstanding loan balance. Although we have no current plans to do so, we may re-evaluate opportunities for HDF in the future.

 

Our Products

 

Water Filtration Products

 

We develop and sell water filtration products used in both medical and commercial applications. Our water filtration products employ multiple filtration technologies, as described below.

 

In medical markets, our primary filtration mechanism is to pass liquids through the pores of polysulfone hollow fiber. Our filters’ pores are significantly smaller than those of competing products, resulting in highly effective elimination of waterborne pathogens, including legionella bacteria (the cause of Legionnaires disease) and viruses, which are not eliminated by most other microbiological filters on the market. Additionally, the fiber structure and pore density in our hollow fiber enables significantly higher flow rates than in other polysulfone hollow fiber.

 

Our primary sales strategy in medical markets is to sell through value-added resellers (“VARs”). Leveraging VARs has enabled us to rapidly expand our access to target customers with limited sales staff expansion. In addition, while we are currently focused on medical markets, the VARs that support these customers also support a wide variety of commercial and industrial customers. We believe that our VAR relationships have and will continue to facilitate growth in filter sales outside of the medical industry.

 

In commercial markets, we develop and sell our filters, for which carbon-based absorption is the primary filtration mechanism. These products allow us to improve water’s odor and taste, to reduce scale and heavy metals, and to reduce other water contaminants for customers who are primarily in the food service, convenience store, and hospitality industries. These commercial products are also sold into medical markets, as supplemental filtration to our medical filters.

 

16
 

 

In commercial markets, our model combines both direct and indirect sales. Through our employee sales staff, have sold products directly to a number of convenience stores, hotels, casinos, and restaurants. We have also signed an agreement with a partner to be the exclusive distributor to resell select water filters and related products to customers in the commercial food and beverage markets subject to meeting certain minimum thresholds.

 

Target Markets

 

Our ultrafiltration products currently target the following markets:

 

  ● Hospitals and Other Healthcare Facilities: Filtration of water for washing and drinking as an aid in infection control. The filters produce water that is suitable for wound cleansing, cleaning of equipment used in medical procedures, and washing of surgeons’ hands.
  ● Dialysis Centers and Home/Portable Dialysis Machines: Filtration of water or bicarbonate concentrate used in hemodialysis.
  ● Commercial Facilities: Filtration and purification of water for consumption, including for use in ice machines and soft drink dispensers.
  ● Military and Outdoor Recreation: Individual water purification devices used by soldiers and backpackers to produce drinking water in the field, as well as filters customized to remote water processing systems.

 

Hospitals and Other Healthcare Facilities. Nephros filters are a leading tool used to provide proactive protection to patients in high-risk areas (e.g., ice machines, surgical rooms, NICUs) and reactive protection to patients in broader areas during periods of water pathogen outbreaks. Our products are used in hundreds of medical facilities to aid in infection control, both proactively and reactively.

 

As of 2023, according to the American Hospital Association, there are approximately 6,129 hospitals in the U.S., with approximately 920,000 beds. Over 34 million patients were admitted to these hospitals. The U.S. Centers for Disease Control and Prevention (“CDC”) estimates that healthcare associated infections (“HAI”) occur in approximately 1 out of every 31 hospital patients, which calculates to over one million patients in 2023. HAIs affect patients in hospitals or other healthcare facilities and are not present or incubating at the time of admission. They also include infections acquired by patients in the hospital or facility, but appearing after discharge, and occupational infections among staff. Many HAIs are caused by waterborne bacteria and viruses that can thrive in aging or complex plumbing systems often found in healthcare facilities.

 

In January 2022, the Center for Clinical Standards and Quality at the Centers for Medicare and Medicaid Services (“CMS”) expanded its requirements – originally implemented in 2017 – for facilities to develop policies and procedures that inhibit the growth and spread of legionella and other opportunistic pathogens in building water systems. In this 2022 update, CMS requires teams to be assigned to the development of formal water management plans (“WMPs”), as well as detailed documentation regarding the development of the WMPs and their execution. CMS surveyors regularly review policies, procedures, and reports documenting water management implementation results to verify that facilities are compliant with these requirements. We believe that these CMS regulations may have a positive impact on the sale of our HAI-inhibiting ultrafilters.

 

We currently have FDA 510(k) clearance on the following portfolio of medical device products for use in the hospital setting to aid in infection control:

 

● The DSU-H and SSU-H are in-line, 0.005-micron ultrafilters that provide dual- and single-stage protection, respectively, from waterborne pathogens. They are primarily used to filter potable water feeding ice machines, sinks, and medical equipment, such as endoscope washers and surgical room humidifiers. The DSU-H has an up to 6-month product life in a typical hospital setting, while the SSU-H has an up to 3-month product life.
   
● The S100 is a point-of-use, 0.01-micron microfilter that provides protection from waterborne pathogens. The S100 is primarily used to filter potable water feeding sinks and showers. The S100 has an up to 3-month product life when used in a hospital setting.
   
● The HydraGuardTM and HydraGuardTM - Flush are 0.005-micron cartridge ultrafilters that provide single-stage protection from waterborne pathogens. The HydraGuard ultrafilters are primarily used to filter potable water feeding ice machines and medical equipment, such as endoscope washers and surgical room humidifiers. The HydraGuard has an up to 6-month product life and the HydraGuard - Flush has an up to 12-month product life when used in a hospital setting.

 

Our complete hospital infection control product line, including in-line, and point-of-use can be viewed on our website at https://www.nephros.com/infection-control/. We are not including the information on our website as a part of, nor incorporating it by reference into, this Quarterly Report on Form 10-Q.

 

Dialysis Centers - Water/Bicarbonate. In the dialysis water market, Nephros ultrafiltration products are among the highest performing products on the market. The DSU-D, SSU-D and the SSUmini have become the standard endotoxin filter in many portable reverse osmosis systems. The EndoPur®, our large-format ultrafilter targeted at dialysis clinic water systems, provides the smallest pore size available.

 

To perform hemodialysis, all dialysis clinics have dedicated water purification systems to produce water and bicarbonate concentrate, two essential ingredients for making dialysate, the liquid that removes waste material from the blood. According to the National Institute of Health, there are approximately 7,100 dialysis clinics in the United States servicing approximately 500,000 patients annually. We estimate that there are over 100,000 hemodialysis machines in operation in the United States.

 

17
 

 

We currently have FDA 510(k) clearance on the following portfolio of medical device products for use in the dialysis setting to aid in bacteria, virus, and endotoxin retention:

 

  ● The DSU-D, SSU-D and SSUmini are in-line, 0.005-micron ultrafilters that provide protection from bacteria, viruses, and endotoxins. All of these products have an up to 12-month product life in the dialysis setting and are used to filter water following treatment with a reverse osmosis (“RO”) system, and to filter bicarbonate concentrate. These ultrafilters are primarily used in the water lines and bicarbonate concentrate lines leading into dialysis machines, and as a polish filter for portable RO machines.
     
  ● The EndoPur is a 0.005-micron cartridge ultrafilter that provides single-stage protection from bacteria, viruses, and endotoxins. The EndoPur has an up to 12-month product life in the dialysis setting and is used to filter water following treatment with an RO system. More specifically, the EndoPur is used primarily to filter water in large RO systems designed to provide ultrapure water to an entire dialysis clinic. The EndoPur is a cartridge-based, “plug and play” market entry that requires no plumbing at installation or replacement. The EndoPur is available in 10”, 20”, and 30” configuration.

 

Commercial and Industrial Facilities. Our commercial NanoGuard® product line accomplishes ultrafiltration via small pore size (0.005 micron) technology, filtering bacteria and viruses from water. In addition, our commercial filtration offerings include technologies that are primarily focused on improving odor and taste and on reducing scale and heavy metals from filtered water.

 

Our commercial market focus is on the hotel, restaurant, and convenience store markets. In March 2022, we entered into an agreement to provide water filtration systems to an organization that services approximately 3,000 Quick Service Restaurants (“QSR”). Effective January 1, 2023, we entered into a new supply agreement with this commercial partner, which superseded the March 2022 agreement. Under the January 2023 agreement, we engaged this commercial partner to be our exclusive distributor to the food, beverage and hospitality industries. We continue to pursue other national accounts, which, over time, may result in step-change increases in commercial market revenue.

 

Over time, we believe that the same water safety management programs currently underway at medical facilities may migrate to commercial markets. As the epidemiology of waterborne pathogens expands, links to contamination sources will become more efficient and the data more readily available. In cases where those sources are linked to restaurants, hotels, office buildings and residential complexes, the corporate owners of those facilities will likely face increasing liability exposure. We expect that building owners will come to understand ASHRAE-188, which outlines risk factors for buildings and their occupants, and provides water safety management guidelines. We believe, in time, most commercial buildings will need to follow the basic requirements of ASHRAE-188: create a water management plan, perform routine testing, and establish a plan to treat the building in the event of a positive test.

 

As demand for water testing and microbiological filtration grows, we will be ready to deploy our expertise and solutions based on years of experience servicing the medical market. We believe that we have an opportunity to offer unique expertise and products to the commercial market, and that our future revenue from the commercial market could even surpass our infection control revenue.

 

We currently market the following portfolio of proprietary products for use in the commercial, industrial, and food service settings:

 

  ● The NanoGuard set of products are in-line, 0.005-micron ultrafilter that provides dual-stage retention of any organic or inorganic particle larger than 15,000 Daltons. NanoGuard products are designed to fit a variety of existing plumbing configurations, including 10” and 20” standard housings, and Nephros and Everpure® manifolds. Included in the NanoGuard product line are both conventional and flushable filters.
     
  ● The Nephros line of commercial filters provide a variety of technology solutions that improve water quality in food service, convenience store, hospitality, and industrial applications. Nephros filters improve water taste and odor, and reduce sediment, dirt, rust particles and other solids, chlorine and heavy minerals, lime scale build-up, and both particulate lead and soluble lead.

 

Nephros commercial products combine effectively with NanoGuard ultrafiltration technologies to offer full-featured solutions to the commercial water market, including to existing users of Everpure filter manifolds.

 

18
 

 

Critical Accounting Policies

 

For the three-month period ended March 31, 2024, there were no significant changes to our critical accounting policies as identified in our Annual Report on Form 10-K for the year ended December 31, 2023.

 

Recent Accounting Pronouncements

 

We are subject to recently issued accounting standards, accounting guidance and disclosure requirements. For a description of these new accounting standards, see Note 2, “Basis of Presentation and Liquidity,” of the Notes to our Unaudited Consolidated Interim Financial Statements contained in Item 1 of Part I of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.

 

Results of Operations

 

Fluctuations in Operating Results

 

Our results of operations have fluctuated significantly from period to period in the past, including recently, and are likely to continue to do so in the future. We anticipate that our annual results of operations will be impacted in the foreseeable future by several factors, including market acceptance of our products, expense management, and progress to achieve positive operating cash flow. Due to these fluctuations, we believe that the period-to-period comparisons of our operating results are not a good indication of our future performance.

 

Three Months Ended March 31, 2024 Compared to the Three Months Ended March 31, 2023

 

The following table sets forth our summarized, consolidated results of operations for the three months ended March 31, 2024 and 2023 (in thousands, except percentages):

 

   2024   2023  

$

Increase

(Decrease)

  

%

Increase

(Decrease)

 
Total net revenue  $3,522   $3,697   $(175)   (5)%
Cost of goods sold   1,335    1,586    (251)   (16)%
Gross margin   2,187    2,111    76    4%
Gross margin %   62%   57%   -    5%
Selling, general and administrative expense   2,142    2,124    18    1%
Research and development expense   212    239    (27)   (11)%
Depreciation and amortization expense   33    54    (21)   (39)%
Operating loss   (200)   (306)   106    (35)%
Interest expense   (1)   (1)   -    0%
Interest income   25    12    13    108%
Other (expense) income, net   7    (11)   18    164%
Net loss  $(169)  $(306)  $137    (45)%

 

Overall, net revenue decreased by $175,000, or 4.7%, in the first quarter of 2024 compared to the same period in 2023. This decrease was primarily driven by decreased revenue from emergency response orders, which were unusually large in the first quarter of 2023 and not repeated in the comparable 2024 period. However, the decrease in emergency response orders was partially offset by increased revenue from programmatic or recurring sales, which were 12% more than the same period in 2023. This increase in programmatic sales was due to the growth in our sales personnel in 2024.

 

19
 

 

Gross Profit Margin

 

Consolidated gross profit margin was approximately 62% for the three months ended March 31, 2024 compared to approximately 57% for the three months ended March 31, 2023. The increase of approximately 5 percentage points was driven by reductions in shipping expenses and more favorable pricing terms with our largest supplier.

 

Selling, General and Administrative Expense

 

Consolidated selling, general and administrative expense increased $18,000, or 1%, primarily due to the hiring of a new CEO and CFO to replace one person acting in both positions, and increased hires to support the sales organization. The increase in salaries, bonus and employee benefit expense associated with the new employees was partially offset by a reduction in commissions and a one-time reversal of stock compensation expense of approximately $75,000 (see Note 10 – Stock Plans and Share-Based Payments)

 

Research and Development Expense

 

Consolidated research and development expense decreased approximately $27,000 due to the wind down of SRP in 2023.

 

Depreciation and Amortization Expense

 

Depreciation and amortization expenses were approximately $33,000 and $54,000, respectively, for the three months ended March 31, 2024 and 2023.

 

Interest Income

 

Interest income was approximately $25,000 for the three months ended March 31, 2024 compared to approximately $12,000 for the three months ended March 31, 2023.

 

Other Income (Expense), net

 

Other income was approximately $7,000 for the three months ended March 31, 2024 and other expense was approximately $11,000 for the three months ended March 31, 2023 primarily as a result of gains and losses on foreign currency transactions.

 

Liquidity and Capital Resources

 

The following table summarizes our liquidity and capital resources as of March 31, 2024 and December 31, 2023 and is intended to supplement the more detailed discussion that follows. The amounts stated are expressed in thousands.

 

Liquidity and Capital Resources  March 31, 2024   December 31, 2023 
Cash and cash equivalents  $3,633   $4,307 
Other current assets   4,497    4,098 
Working capital   6,201    6,292 
Stockholders’ equity   8,180    8,358 

 

As of March 31, 2024, we had an accumulated deficit of $144.6 million and we may incur additional operating losses from operations until such time, if ever, that we are able to increase product sales and/or licensing revenue to achieve profitability.

 

Based on cash that is available for our operations and projections of our future operations, we believe that our cash balances will be sufficient to fund our current operating plan through at least the next 12 months from the date of issuance of the consolidated financial statements in this Quarterly Report on Form 10-Q. Additionally, our operating plans are designed to help control operating costs, to increase revenue, and to raise additional capital until such time as we generate sufficient cash flows to fund operations. If there were a decrease in the demand for our products due to either economic or competitive conditions, or if we are otherwise unable to achieve our plan or achieve our anticipated operating results, there could be a significant reduction in liquidity due to our possible inability to cut costs sufficiently. In such event, the Company may need to take further actions to reduce its discretionary expenditures, including further reducing headcount, reducing spending on R&D projects, and reducing other variable costs.

 

20
 

 

Our future liquidity sources and requirements will depend on many other factors, including:

 

  ● the market acceptance of our products, and our ability to effectively and efficiently produce, market and sell our products;
  ● the costs involved in filing and enforcing patent claims and the status of competitive products; and
  ● the cost of litigation, including potential patent litigation and any other actual or threatened litigation.

 

We expect to put our current capital resources toward the development, marketing, and sales of our water filtration products and working capital purposes.

 

Net cash used in operating activities was approximately $0.7 million for the three months ended March 31, 2024 compared to net cash provided by operating activities of approximately $0.3 million for the three months ended March 31, 2023. Net cash used in operating activities in 2024 was primarily due to the net loss of approximately $0.2 million, an increase in inventory of approximately $0.4 million, and a decrease in accrued expenses of approximately $0.4 million, offset by an increase in accounts payable of approximately $0.2 million. Net cash provided by operating activities in 2023 was primarily due to a decline in inventory of approximately $0.7 million and an increase in accrued expenses of approximately $0.1 million offset by an increase in accounts receivable of approximately $0.7 million.

 

The company had no investing activities for both the three months ended March 31, 2024 and March 31, 2023.

 

Net cash used in financing activities was approximately $2,000 for the three months ended March 31, 2024, primarily due to payments on our equipment financing debt. Net cash used in financing activities was approximately $0.1 million for the three months ended March 31, 2023, primarily due to principal payments on debt.

 

Off-Balance Sheet Arrangements

 

We did not have any off-balance sheet arrangements as of March 31, 2024.

 

Forward-Looking Statements

 

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Certain statements in this Quarterly Report on Form 10-Q constitute “forward-looking statements”. Such statements include statements regarding the efficacy and intended use of our technologies under development, the timelines and strategy for bringing such products to market, the timeline for regulatory review and approval of our products, the availability of funding sources for continued development of such products, and other statements that are not historical facts, including statements which may be preceded by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or similar words. Forward-looking statements are not guaranties of future performance, are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond our control. Actual results may differ materially from the expectations contained in the forward-looking statements. Factors that may cause such differences include, but are not limited to, the risks that:

 

  ● we face significant challenges in obtaining market acceptance of our products, which, if not obtained, could adversely affect our potential sales and revenues;
  ● product-related deaths or serious injuries or product malfunctions could trigger recalls, class action lawsuits and other events that could cause us to incur expenses and may also limit our ability to generate revenues from such products;
  ● we face potential liability associated with the production, marketing and sale of our products, and the expense of defending against claims of product liability could materially deplete our assets and generate negative publicity, which could impair our reputation;

 

21
 

 

  ● to the extent our products or marketing materials are found to violate any provisions of the U.S. Food, Drug and Cosmetic Act (the “FDC Act”) or any other statutes or regulations, we could be subject to enforcement actions by the U.S. Food and Drug Administration (the “FDA”) or other governmental agencies;
  ● we may not be able to obtain funding when needed or on terms favorable to us in order to continue operation;
  ● we may not have sufficient capital to successfully implement our business plan;
  ● we may not be able to effectively market our products;
  ● we may not be able to sell our water filtration products at competitive prices or profitably;
  ● we may encounter problems with our suppliers, manufacturers, and distributors;
  ● we may encounter unanticipated internal control deficiencies or weaknesses or ineffective disclosure controls and procedures;
  ● we may not be able to obtain appropriate or necessary regulatory approvals to achieve our business plan;
  ● we may not be able to secure or enforce adequate legal protection, including patent protection, for our products;
  ● we may not be able to achieve sales growth in key geographic markets.

 

More detailed information about us and the risk factors that may affect the realization of forward-looking statements, including the forward-looking statements in this Quarterly Report on Form 10-Q, is set forth in our filings with the U.S. Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and our other reports filed with the SEC. We urge investors and security holders to read those documents free of charge at the SEC’s web site at www.sec.gov. We do not undertake to publicly update or revise our forward-looking statements as a result of new information, future events or otherwise, except as required by law.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Not required for smaller reporting companies.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

We maintain a system of disclosure controls and procedures, as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is designed to provide reasonable assurance that information required to be disclosed in our reports filed pursuant to the Exchange Act is accumulated and communicated to management in a timely manner. Management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives. Because there are inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud have been or will be detected.

 

At the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, regarding the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

22
 

 

PART II - OTHER INFORMATION

 

Item 1A. Risk Factors

 

As a smaller reporting company, we are not required to provide disclosure pursuant to this item. However, in addition to other information set forth in this Quarterly Report on Form 10-Q, including the important information in the section entitled “Forward Looking Statements,” you should carefully consider the “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in this Quarterly Report on Form 10-Q. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial might materially adversely affect our actual business, financial condition and/or operating results

 

Item 6. Exhibits

 

EXHIBIT INDEX

 

Exhibit No.   Description of Exhibit
     
31.1   Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
     
31.2   Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
     
32.1   Certification by the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **
     
32.2   Certification by the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **
     
101.INS   Inline XBRL Instance Document*
     
101.SCH   Inline XBRL Taxonomy Extension Schema Document
     
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*   Filed herewith
     
**   Furnished herewith.

 

23
 

 

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 thereunto duly authorized.

 

  NEPHROS, INC.
   
Date: May 9, 2024 By: /s/ Robert Banks
  Name: Robert Banks
  Title: President, Chief Executive Officer (Principal Executive Officer)
     
Date: May 9, 2024 By: /s/ Judy Krandel
  Name: Judy Krandel
  Title: Chief Financial Officer (Principal Financial and Accounting Officer)

 

24

 

 

Exhibit 31.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

UNDER SECTION 302 OF THE SARBANES-OXLEY ACT

 

I, Robert Banks, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of Nephros, Inc.

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: May 9, 2024 By: /s/ Robert Banks
  Name: Robert Banks
  Title: President, Chief Executive Officer (Principal Executive Officer)

 

 

 

Exhibit 31.2

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

UNDER SECTION 302 OF THE SARBANES-OXLEY ACT

 

I, Judy Krandel, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of Nephros, Inc.

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: May 9, 2024 By: /s/ Judy Krandel
  Name: Judy Krandel
  Title: Chief Financial Officer (Principal Financial and Accounting Officer)

 

 

 

Exhibit 32.1

 

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

In connection with the Quarterly Report on Form 10-Q of Nephros, Inc. (the “Company”) for the period ended March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Robert Banks, President, Chief Executive Officer of the Company, certifies that:

 

1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
   
2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

By: /s/ Robert Banks  
Name: Robert Banks  
Title: President, Chief Executive Officer (Principal Executive Officer)  
     
Dated: May 9, 2024  

 

 

 

 

Exhibit 32.2

 

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

In connection with the Quarterly Report on Form 10-Q of Nephros, Inc. (the “Company”) for the period ended March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Judy Krandel, Chief Financial Officer of the Company, certifies that:

 

1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
   
2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

By: /s/ Judy Krandel  
Name: Judy Krandel  
Title: Chief Financial Officer (Principal Financial and Accounting Officer)  
     
Date: May 9, 2024  

 

 

v3.24.1.u1
Cover - shares
 3 Months Ended
Mar. 31, 2024
May 06, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Mar. 31, 2024  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --12-31  
Entity File Number 001-32288  
Entity Registrant Name NEPHROS, INC.  
Entity Central Index Key 0001196298  
Entity Tax Identification Number 13-3971809  
Entity Incorporation, State or Country Code DE  
Entity Address, Address Line One 380 Lackawanna Place  
Entity Address, City or Town South Orange  
Entity Address, State or Province NJ  
Entity Address, Postal Zip Code 07079  
City Area Code (201)  
Local Phone Number 343-5202  
Title of 12(b) Security Common stock, par value $0.001 per share  
Trading Symbol NEPH  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   10,544,139
v3.24.1.u1
Consolidated Balance Sheets (Unaudited) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 3,633 $ 4,307
Accounts receivable, net 1,518 1,496
Inventory 2,779 2,470
Prepaid expenses and other current assets 200 132
Total current assets 8,130 8,405
Property and equipment, net 142 152
Lease right-of-use assets 1,680 1,807
Intangible assets, net 373 381
Goodwill 759 759
License and supply agreement, net 257 271
Other assets 75 86
TOTAL ASSETS 11,416 11,861
Current liabilities:    
Accounts payable 1,114 873
Accrued expenses 413 794
Current portion of lease liabilities 402 446
Total current liabilities 1,929 2,113
Lease liabilities, net of current portion 1,307 1,390
TOTAL LIABILITIES 3,236 3,503
COMMITMENTS AND CONTINGENCIES (Note 13)
STOCKHOLDERS’ EQUITY:    
Preferred stock, $.001 par value; 5,000,000 shares authorized at March 31, 2024 and December 31, 2023; no shares issued and outstanding at March 31, 2024 and December 31, 2023
Common stock, $.001 par value; 40,000,000 shares authorized at March 31, 2024 and December 31, 2023; 10,544,139 and 10,543,675 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively 10 10
Additional paid-in capital 152,745 152,754
Accumulated deficit (144,575) (144,406)
TOTAL STOCKHOLDERS’ EQUITY 8,180 8,358
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 11,416 $ 11,861
v3.24.1.u1
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares
Mar. 31, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 5,000,000 5,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 40,000,000 40,000,000
Common stock, shares issued 10,544,139 10,543,675
Common stock, shares outstanding 10,544,139 10,543,675
v3.24.1.u1
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Net revenue:    
Total net revenues $ 3,522 $ 3,697
Cost of goods sold 1,335 1,586
Gross margin 2,187 2,111
Operating expenses:    
Selling, general and administrative 2,142 2,124
Research and development 212 239
Depreciation and amortization 33 54
Total operating expenses 2,387 2,417
Operating loss (200) (306)
Other (expense) income:    
Interest expense (1) (1)
Interest income 25 12
Other (expense) income, net 7 (11)
Total other income: 31
Net loss $ (169) $ (306)
Net loss per common share, basic $ (0.02) $ (0.03)
Net loss per common share, diluted $ (0.02) $ (0.03)
Weighted average common shares outstanding, basic 10,501,771 10,297,429
Weighted average common shares outstanding, diluted 10,501,771 10,297,429
Comprehensive loss $ (169) $ (306)
Product [Member]    
Net revenue:    
Total net revenues 3,506 3,662
Royalty and Other Revenues [Member]    
Net revenue:    
Total net revenues $ 16 $ 35
v3.24.1.u1
Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - USD ($)
$ in Thousands
Common Stock [Member]
Additional Paid-in Capital [Member]
AOCI Attributable to Parent [Member]
Retained Earnings [Member]
Parent [Member]
Noncontrolling Interest [Member]
Total
Beginning balance, value at Dec. 31, 2022 $ 10 $ 148,413 $ (142,831) $ 5,592 $ 3,289 $ 8,881
Beginning balance, shares at Dec. 31, 2022 10,297,429            
Net loss (306) (306) (306)
Stock-based compensation 346 346 (27) 319
Change in non-controlling interest 3,262 3,262 (3,262)
Ending balance, value at Mar. 31, 2023 $ 10 152,021 (143,137) 8,894 8,894
Ending balance, shares at Mar. 31, 2023 10,297,429            
Beginning balance, value at Dec. 31, 2023 $ 10 152,754 (144,406) 8,358 8,358
Beginning balance, shares at Dec. 31, 2023 10,501,508            
Net loss (169) (169) (169)
Stock option exercises
Stock option exercises, shares 464            
Stock-based compensation (9) (9) (9)
Ending balance, value at Mar. 31, 2024 $ 10 $ 152,745 $ (144,575) $ 8,180 $ 8,180
Ending balance, shares at Mar. 31, 2024 10,501,972            
v3.24.1.u1
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
OPERATING ACTIVITIES:      
Net loss $ (169) $ (306)  
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:      
Depreciation of property and equipment 11 10  
Amortization of intangible assets, license and supply agreement and finance lease right-of-use asset 23 44  
Stock-based compensation (9) 319  
Inventory impairments and writeoffs 73 91  
Change in right of use asset 125 87  
Gain on foreign currency transactions (3)  
Decrease (increase) in operating assets:      
Accounts receivable (22) (677)  
Inventory (382) 714  
Prepaid expenses and other current assets (69) 10  
Other assets 11 (6)  
(Decrease) increase in operating liabilities:      
Accounts payable 244 (21)  
Accrued expenses (380) 98  
Lease liabilities (125) (87)  
Net cash provided by (used in) operating activities (672) 276 $ 800
FINANCING ACTIVITIES:      
Principal payments on finance lease liability (2) (2)  
Principal payments on equipment financing (1)  
Payments on secured note payable (71)  
Net cash provided by (used in) financing activities (2) (74)  
Net increase (decrease) in cash and cash equivalents (674) 202  
Cash and cash equivalents, beginning of period 4,307 3,634 3,634
Cash and cash equivalents, end of period 3,633 3,836 $ 4,307
Supplemental disclosure of cash flow information      
Cash paid for interest expense $ 1 $ 1  
v3.24.1.u1
Organization and Nature of Operations
 3 Months Ended
Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Nature of Operations

Note 1 – Organization and Nature of Operations

 

Nephros, Inc. (“Nephros” or the “Company”) was incorporated under the laws of the State of Delaware on April 3, 1997. The Company was founded by health professionals, scientists and engineers affiliated with Columbia University to develop advanced end stage renal disease (“ESRD”) therapy technology and products.

 

Beginning in 2009, Nephros introduced high performance liquid purification filters to meet the demand for water purification in certain medical markets. The Company’s filters, generally classified as ultrafilters, are primarily used in hospitals for the prevention of infection from waterborne pathogens, such as legionella and pseudomonas, and in dialysis centers for the removal of biological contaminants from water and bicarbonate concentrate. The Company also develops and sells water filtration products for commercial applications, focusing on the hospitality and food service markets. The water filtration business is a reportable segment, referred to as the Water Filtration segment.

 

In July 2018, the Company formed a subsidiary, Specialty Renal Products, Inc. (“SRP”), to drive the development of its second-generation hemodiafiltration system and other products focused on improving therapies for patients with renal disease. After SRP’s formation, the Company assigned to SRP all of the Company’s rights to three patents relating to the Company’s hemodiafiltration technology, which were carried at zero book value. On March 9, 2023, the SRP Stockholders approved a plan of dissolution to wind down SRP’s operations, liquidate SRP’s remaining assets and dissolve SRP, and SRP filed a certificate of dissolution with the State of Delaware on April 13, 2023. As a result of the SRP Stockholders’ approval of the plan of dissolution and provisions therein and after satisfying all of SRP’s liabilities, there are no assets available for distribution to the holders of any of SRP’s capital stock, including its Series A Preferred Stock. As such, the value recorded to non-controlling interest was written to zero and the impact reclassified to the Company’s additional paid-in capital as the Company retained control of SRP.

 

The Company’s primary U.S. facility is located at 380 Lackawanna Place, South Orange, New Jersey 07079. This location along with our Whippany, NJ facility, houses the Company’s corporate headquarters, research, manufacturing, and distribution facilities.

 
v3.24.1.u1
Basis of Presentation and Liquidity
 3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Basis of Presentation and Liquidity

Note 2 – Basis of Presentation and Liquidity

 

Interim Financial Information

 

The accompanying unaudited consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 and Article 10 of Regulation S-X. The consolidated balance sheet as of December 31, 2023 was derived from the Company’s audited financial statements. Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. Results as of and for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

 

The consolidated interim financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

 

Segment Reporting

 

The Company operates in only one business segment from which the Company’s chief operating decision maker evaluates the financial performance of the Company.

 

 

Consolidation

 

The accompanying consolidated financial statements include the accounts of Nephros, Inc. and its subsidiary, SRP, which was dissolved pursuant to a plan of dissolution adopted by its stockholders on March 9, 2023 and the subsequent filing of a certificate of dissolution with the State of Delaware on April 13, 2023. All intercompany accounts and transactions were eliminated in the preparation of the accompanying consolidated financial statements.

 

Use of Estimates

 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amount of revenues and expenses, during the reporting period. Actual results could differ materially from those estimates. Included in these estimates are assumptions about the collection of accounts receivable, value of inventories, useful life of fixed assets and intangible assets, the assessment of expected cash flows used in evaluating goodwill and other long-lived assets, the assessment of the ability to continue as a going concern and assumptions used in determining stock compensation such as expected volatility and risk-free interest rate.

 

Liquidity

 

In connection with SRP’s plan of dissolution and pursuant to an agreement between the Company and SRP entered into on May 24, 2023, SRP assigned substantially all of its remaining assets to the Company in satisfaction of the entire loan balance. See “Note 11 – Stockholders’ Equity – Noncontrolling Interest” Accordingly, as of March 31, 2024, there was no outstanding balance of this loan.

 

The Company has sustained operating losses every quarter through March 31, 2024, generating an accumulated deficit of $144.6 million as of March 31, 2024. However, in 2023, the Company’s operating cash flow was positive due to increased sales, improved gross margins, careful expense management, a reduction in inventory, and the dispositions of the Pathogen Detection Systems and SRP businesses. These actions resulted in the Company generating cash from operations of approximately $0.8 million for the twelve months ended December 31, 2023. Conversely, net cash from operations was negative for the three months ended March 31, 2024 due to an operating loss, payment of prior year annual bonuses, and an increase in inventory. The Company continues to focus on growth in sales and managing tight expenses in order to turn cash flow positive from operations. The investment in inventory in the first quarter of 2024 is preparing for higher volumes in the future. The Company believes that the tight focus on operations and its current cash balances are sufficient to fund its current operating plan through at least the next 12 months from the date of issuance of the accompanying consolidated financial statements. However, in the event that the Company’s operating results do not meet its expectations, the Company may need to further reduce discretionary expenditures such as headcount, R&D projects, and other variable costs.

 

Recent Accounting Pronouncements, Not Yet Effective

 

In March, the FASB issued ASU 2024-01, “ASC 718-Scope Application of Profits Interest and Similar Awards,” which provides guidance to assist entities in determining whether profits interest and similar awards should be accounted for in accordance with Topic 718, Compensation—Stock Compensation. The guidance is effective for the Company’s fiscal year 2025, including interim periods. Early adoption is permitted. The Company is assessing the impact of adopting this guidance on its consolidated financial statements.

 

In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures,” which enhances the transparency and decision usefulness of income tax disclosures. The guidance is effective for the Company’s annual reporting period ending December 31, 2025. Early adoption is permitted. The Company is assessing the impact of adopting this guidance on its consolidated financial statements.

 

 

Concentration of Credit Risk

 

The Company deposits its cash in financial institutions. At times, such deposits may be in excess of insured limits. To date, the Company has not experienced any impairment losses on its cash. The Company also limits its credit risk with respect to accounts receivable by performing credit evaluations when deemed necessary.

 

Major Customers

 

For the three months ended March 31, 2024, and 2023, the following customers accounted for the following percentages of the Company’s revenues, respectively:

 

Customer  2024   2023 
A   31%   20%
B   7%   10%
C   2%   19%
Total   40%   49%

 

As of March 31, 2024 and December 31, 2023, the following customers accounted for the following percentages of the Company’s accounts receivable, respectively:

 

Customer  2024   2023 
A   24%   12%
B   10%   6%
Total   34%   18%

 

Accounts Receivable

 

The Company recognizes an allowance that reflects a current estimate of credit losses expected to be incurred over the life of a financial asset, including trade receivables. The Company continuously monitors collections and payments from its customers and maintains a provision for estimated credit losses. The Company determines its allowance for doubtful accounts by considering a number of factors, including the length of time balances are past due, the Company’s previous loss history, the customer’s current ability to pay its obligations to the Company and the expected condition of the general economy and the industry as a whole. The Company writes off accounts receivable when they are determined to be uncollectible. The allowance for doubtful accounts was approximately $11,000 as of March 31, 2024, and December 31, 2023, respectively.

 

Depreciation Expense

 

Depreciation related to equipment utilized in the manufacturing process is recognized in cost of goods sold on the consolidated statements of operations and comprehensive loss. For each of the three months ended March 31, 2024, and 2023, depreciation expense was approximately $1,000.

 
v3.24.1.u1
Revenue Recognition
 3 Months Ended
Mar. 31, 2024
Revenue from Contract with Customer [Abstract]  
Revenue Recognition

Note 3 – Revenue Recognition

 

The Company recognizes revenue related to product sales when product is shipped via external logistics providers and the other criteria of ASC 606 are met. Product revenue is recorded net of returns and allowances. There was no allowance for sales returns for the three months ended March 31, 2024, or 2023. In addition to product revenue, the Company recognizes revenue related to sales of services to customers, royalties, and other agreements in accordance with the five-step model in ASC 606. Other revenues recognized for the three months ended March 31, 2024, and 2023 were approximately $16,000 and $35,000, respectively.

 

 
v3.24.1.u1
Fair Value Measurements
 3 Months Ended
Mar. 31, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurements

Note 4 – Fair Value Measurements

 

The Company measures certain financial instruments and other items at fair value.

 

To determine the fair value, the Company uses the fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use to value an asset or liability and are developed based on market data obtained from independent sources. Unobservable inputs are inputs based on assumptions about the factors market participants would use to value an asset or liability.

 

To measure fair value, the Company uses the following fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable:

 

Level 1 – Quoted prices in active markets for identical assets or liabilities.

 

Level 2 – Inputs other than Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means.

 

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Value is determined using pricing models, discounted cash flow methodologies, or similar techniques and also includes instruments for which the determination of fair value requires significant judgment or estimation.

 

Assets and Liabilities Measured at Fair Value on a Recurring Basis

 

The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level of classification for each reporting period.

 

At March 31, 2024 and December 31, 2023, the Company’s cash equivalents consisted of money market funds. The Company values its cash equivalents using observable inputs that reflect quoted prices for securities with identical characteristics and classify the valuation techniques that use these inputs as Level 1.

 

At March 31, 2024 and December 31, 2023, the fair value measurements of the Company’s assets and liabilities measured on a recurring basis were as follows:

 

   Fair Value Measurements at Reporting Date Using 
   Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)		   Significant
Other
Observable
Inputs
(Level 2)		   Significant
Unobservable
Inputs
(Level 3)		 
   (in thousands) 
March 31, 2024            
Cash  $1,076   $    $  
Money market funds   2,557           
    -           
Cash and cash equivalents  $3,633   $          -   $        - 
                
December 31, 2023               
Cash  $274   $   $ 
Money market funds   2,515           
Certificate of deposit   1,518           
Cash and cash equivalents  $4,307   $-   $- 

 

 

Assets and Liabilities Not Measured at Fair Value on a Recurring Basis

 

The carrying amounts of accounts receivable, accounts payable and accrued expenses approximate fair value due to the short-term maturity of these instruments.

 

The carrying amounts of the secured long-term note payable, lease liabilities and equipment financing approximate fair value as of March 31, 2024 and December 31, 2023 because those financial instruments bear interest at rates that approximate current market rates for similar agreements with similar maturities and credit.

 
v3.24.1.u1
Inventory
 3 Months Ended
Mar. 31, 2024
Inventory Disclosure [Abstract]  
Inventory

Note 5 – Inventory

 

Inventory is stated at the lower of cost or net realizable value using the first-in, first-out method and consists of raw materials and finished goods. The Company’s inventory components as of March 31, 2024 and December 31, 2023, were as follows:

 

Schedule of Inventory, Net

   March 31, 2024   December 31, 2023 
   (in thousands) 
Finished goods  $2,390   $2,144 
Raw materials   389    326 
Total inventory  $2,779   $2,470 

 
v3.24.1.u1
Intangible Assets and Goodwill
 3 Months Ended
Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets and Goodwill

Note 6 – Intangible Assets and Goodwill

 

Intangible Assets

 

Intangible assets as of March 31, 2024, and December 31, 2023 are set forth in the table below. Gross carrying values and accumulated amortization of the Company’s intangible assets by type are as follows:

 

Schedule of Intangible Assets

   March 31, 2024   December 31, 2023 
   Cost   Accumulated Amortization   Net   Cost   Accumulated Amortization   Net 
   (in thousands) 
Customer relationships   540    (167)   373    540    (159)   381 
Total intangible assets  $540   $(167)  $373   $540   $(159)  $381 

 

The Company recognized amortization expense of approximately $8,000 and $11,000 for the three months ended March 31, 2024 and March 31, 2023, respectively. All were recognized in selling, general and administrative expenses on the accompanying condensed consolidated statement of operations and comprehensive loss.

 

As of March 31, 2024, future amortization expense for each of the next five years is (in thousands):

Schedule of Future Amortization Expense 

Fiscal Years    
2024 (excluding the three months ended March 31, 2024)   24 
2025   32 
2026   32 
2027   32 
2028   32 
2029   32 

 

Goodwill

 

Goodwill had a carrying value on the Company’s consolidated balance sheets of $0.8 million at March 31, 2024 and December 31, 2023, respectively.

 

 
v3.24.1.u1
License and Supply Agreement, net
 3 Months Ended
Mar. 31, 2024
License And Supply Agreement Net  
License and Supply Agreement, net

Note 7 – License and Supply Agreement, net

 

On April 23, 2012, the Company entered into a License and Supply Agreement (as thereafter amended, the “License and Supply Agreement”) with Medica S.p.A. (“Medica”), an Italy-based medical product manufacturing company, for the marketing and sale of certain filtration products based upon Medica’s proprietary Medisulfone ultrafiltration technology in conjunction with the Company’s filtration products, and for an exclusive supply arrangement for the filtration products. Under the License and Supply Agreement, Medica granted to the Company an exclusive license, with right of sublicense, to market, promote, distribute, offer for sale and sell the filtration products worldwide, with certain limitations on territory, during the term of the License and Supply Agreement. In addition, the Company granted to Medica an exclusive license under the Company’s intellectual property to make the filtration products during the term of the License and Supply Agreement. The filtration products covered under the License and Supply Agreement includes both certain products based on Medica’s proprietary Versatile microfiber technology and certain filtration products based on Medica’s proprietary Medisulfone ultrafiltration technology. In December 2023, the Company signed a new agreement with Medica which extends the term until December 31, 2028, unless earlier terminated by either party in accordance with the terms of the License and Supply Agreement.

 

In exchange for the license, the gross value of the intangible asset capitalized was $2.3 million. License and supply agreement, net, on the consolidated balance sheet is $0.3 million as of March 31, 2024 and December 31, 2023, respectively. Accumulated amortization is $2.0 million as of March 31, 2024 and December 31, 2023, respectively. The intangible asset is being amortized as an expense over the life of the License and Supply Agreement. Amortization expense of approximately $14,000 and $33,000 was recognized in the three months ended March 31, 2024 and 2023, respectively on the consolidated statement of operations and comprehensive loss.

 

As of December 11, 2023, the Company contractually has agreed to pay interest per month at the EURIBOR 360-day rate plus 500 basis points calculated on the principal amount of any outstanding invoices that are overdue by more than 15 days beyond the original payment terms. There was no interest recognized for the three months ended March 31, 2024 or March 31, 2023.

 

In addition, for the period beginning April 23, 2014 through December 31, 2023, the Company paid Medica a royalty rate of 3% of net sales of the filtration products sold, subject to reduction as a result of a supply interruption pursuant to the terms of the License and Supply Agreement. Approximately $96,000 for the three months ended March 31, 2023 was recognized as royalty expense and is included in cost of goods sold on the consolidated statement of operations and comprehensive loss. Approximately $96,000 of this royalty expense was included in accounts payable as of March 31, 2023.

 
v3.24.1.u1
Secured Note Payable
 3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
Secured Note Payable

Note 8 – Secured Note Payable

 

On March 27, 2018, the Company entered into a Secured Promissory Note Agreement (the “Secured Note”) with Tech Capital for a principal amount of $1.2 million. As of March 31, 2023, the principal balance of the Secured Note was paid off.

 

The Secured Note had a maturity date of April 1, 2023. The unpaid principal balance accrued interest at a rate of 8% per annum. Principal and interest payments were due on the first day of each month commencing on May 1, 2018. The Secured Note was subject to terms and conditions of and was secured by security interests granted by the Company in favor of Tech Capital under the Loan and Security Agreement entered into on August 17, 2017 and subsequently amended on December 20, 2019 (the “Loan Agreement”). An event of default under such Loan Agreement was an event of default under the Secured Note and vice versa.

 

During the three months ended March 31, 2023, the Company made payments under the Secured Note of approximately $71,000. Included in the total payments made, approximately $1,000 was recognized as interest expense on the consolidated statement of operations and comprehensive loss for the three months ended March 31, 2023.

 

 
v3.24.1.u1
Leases
 3 Months Ended
Mar. 31, 2024
Leases [Abstract]  
Leases

Note 9 – Leases

 

The Company has operating leases for corporate offices, warehouse space, an automobile, and office equipment. The leases have remaining lease terms of 1 year to 5 years.

 

Lease cost, as presented below, includes costs associated with leases for which right-of-use (“ROU”) assets have been recognized as well as short-term leases.

 

The components of total lease costs were as follows:

 

Schedule of Components of Lease Cost

  

Three months ended

March 31, 2024

  

Three months ended

March 31, 2023

 
   (in thousands) 
Operating lease cost  $125   $92 
Finance lease cost:          
Amortization of right-of-use assets   2    2 
Interest on lease liabilities   1    1 
Total finance lease cost   3    3 
Variable lease cost   11    4 
Total lease cost  $139   $99 

 

Supplemental cash flow information related to leases was as follows:

 

Schedule of Supplemental Cash Flow Information Related to Leases

 

Three months ended

March 31, 2024

  

Three months ended

March 31, 2023

 
   (in thousands) 
Cash paid for amounts included in the measurement of lease liabilities:          
Operating cash flows from operating leases  $158   $87 
Financing cash flows from finance leases  $2   $2 

 

Supplemental balance sheet information related to leases was as follows:

 

Schedule of Supplemental Balance Sheet Information Related to Leases

   March 31, 2024   December 31, 2023 
   (in thousands) 
Operating lease right-of-use assets  $1,678   $1,803 
Finance lease right-of-use assets  $2   $4 
           
Current portion of operating lease liabilities  $400   $442 
Operating lease liabilities, net of current portion   1,307    1,390 
Total operating lease liabilities  $1,707   $1,832 
           
Current portion of finance lease liabilities  $2   $4 
Finance lease liabilities, net of current portion   -    - 
Total finance lease liabilities  $2   $4 
           
Weighted average remaining lease term          
Operating leases   4.1 years     4.3 years 
Finance leases   0.4 years     0.6 years 
           
Weighted average discount rate          
Operating leases   8.0%   8.0%
Finance leases   8.0%   8.0%

 

 

As of March 31, 2024, maturities of lease liabilities were as follows:

 

Schedule of Maturities of Lease Liabilities

   Operating Leases   Finance Leases 
   (in thousands) 
2024 (excluding the three months ended March 31, 2024)  $404   $2 
2025   435    - 
2026   450    - 
2027   450    - 
2028   251    - 
Total future minimum lease payments   1,990    2 
Less imputed interest   (283)   - 
Total  $1,707   $2 

 
v3.24.1.u1
Stock Plans and Share-Based Payments
 3 Months Ended
Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Stock Plans and Share-Based Payments

Note 10 – Stock Plans and Share-Based Payments

 

The fair value of stock options and restricted stock is recognized as stock-based compensation expense in the Company’s consolidated statement of operations and comprehensive loss. The Company calculates stock-based compensation expenses in accordance with ASC 718. The fair value of stock-based awards is amortized over the vesting period of the award.

 

Stock Options

 

During the three months ended March 31, 2024, the Company did not grant stock options to purchase shares of common stock to employees.

 

Stock-based compensation expense related to stock options was ($17,000) and $179,000 for the three months ended March 31, 2024 and 2023, respectively. For the three months ended March 31, 2024, approximately ($18,000) and $1,000 are included in selling, general and administrative expenses and research and development expenses, respectively, on the accompanying consolidated statement of operations and comprehensive loss. The net credit to stock-based compensation expense for the three months ended March 31, 2024 was due to the reversal of expense related to an immaterial error associated with the forfeiture of unvested options for employee terminations that occurred in prior fiscal periods partially offset by stock based compensation expense of approximately $58,000 related to unvested employee stock options. For the three months ended March 31, 2023, approximately $159,000 and $20,000 are included in selling, general and administrative expenses and research and development expenses, respectively, on the accompanying consolidated statement of operations and comprehensive loss.

 

There was no tax benefit related to expense recognized in the three months ended March 31, 2024 and 2023, as the Company is in a net operating loss position. As of March 31, 2024, there was $579,000 of total unrecognized compensation expense related to unvested stock-based awards granted under the equity compensation plans, which will be amortized over the weighted average remaining requisite service period of 2.8 years.

 

Restricted Stock

 

Total stock-based compensation expense for restricted stock on the Company’s consolidated statement of operations was approximately $8,000 and $13,000 for the three months ended March 31, 2024 and 2023, respectively. For the three months ended March 31, 2024 and 2023, approximately $8,000 and $13,000, respectively, are included in selling, general and administrative expenses on the accompanying consolidated statement of operations and comprehensive loss.

  

No shares of restricted stock were issued during the three months ended March 31, 2024.During the three months ended March 31, 2023, 23,781 shares of restricted stock were issued to employees, 133,722 shares of restricted stock were issued to board members all related to services rendered during the year ended December 31, 2022. In addition, 30,000 shares of restricted stock were issued to contractors during the period ended March 31, 2023. All restricted shares issued during the three months ended March 31, 2023, have a vesting period of six months.

 

As of March 31, 2024, there was approximately $7,000 of unrecognized compensation expense related to unvested stock-based awards granted under the equity compensation plans, which will be amortized over the weighted average remaining requisite service period of approximately 0.1 years.

 

The aggregate shares of common stock legally issued and outstanding as of March 31, 2024 is greater than the aggregate shares of common stock outstanding for accounting purposes by the amount of unvested restricted shares.

 

 

SRP Equity Incentive Plan

 

SRP’s 2019 Equity Incentive Plan was approved on May 7, 2019 under which 150,000 shares of SRP’s common stock are reserved for the issuance of options and other awards. This plan is no longer operational, due to the wind down of SRP’s operations and its April 2023 dissolution.

 

Due to the Company’s acquisition of the non-controlling interest in SRP during the three months ended March 31, 2023, all remaining equity-based awards have been forfeited and no further expense will be incurred related to these awards. There were no SRP stock options or other equity awards granted during the three months ended March 31, 2023. For the three months ended March 31, 2023, a credit of approximately ($27,000) was recognized for expense related to the SRP equity-based awards. Stock-based compensation expense related to the SRP equity-based awards is included in selling, general and administrative expenses on the accompanying consolidated statement of operations and comprehensive loss.

 
v3.24.1.u1
Stockholders’ Equity
 3 Months Ended
Mar. 31, 2024
Equity [Abstract]  
Stockholders’ Equity

Note 11 – Stockholders’ Equity

 

Noncontrolling Interest

 

In separate transactions in September 2018 and February 2022, SRP issued and sold an aggregate of 700,003 shares of its Series A Preferred Stock for aggregate gross proceeds of approximately $3.5 million. Of such shares, the Company purchased 62,500 shares in the February 2022 transaction, maintaining a 62.5% ownership stake in SRP. Approximately $188,000 of the proceeds from the February 2022 sales were recorded as an increase to the equity of the non-controlling interests. In addition to the Company’s purchase of Series A Preferred Stock from SRP,, the Company also loaned to SRP the principal amount of $1.3 million, $1.0 million of which was advanced during the year ended December 31, 2020.

 

In March 2023, the board of directors of SRP adopted, and the stockholders of SRP approved, a plan to wind down SRP’s operations and dissolve, and in April 2023, SRP filed a certificate of dissolution with the State of Delaware. In accordance with its plan of dissolution, after SRP satisfied its other outstanding liabilities, SRP assigned to the Company all of its remaining assets, including its intellectual property rights, in satisfaction of outstanding indebtedness owed to the Company in the approximate amount of $1.5 million. No other assets are available for distribution to any of SRP’s stockholders, including the Company, in respect of their shares of SRP capital stock, including the Series A Preferred. As a result of the dissolution described above, it was determined approximately $24,000 of inventory likely had no value and was written off in the period ended March 31, 2023.

 
v3.24.1.u1
Net Loss per Common Share
 3 Months Ended
Mar. 31, 2024
Earnings Per Share [Abstract]  
Net Loss per Common Share

Note 12 – Net Loss per Common Share

 

Basic loss per common share is calculated by dividing net loss available to common shareholders by the number of weighted average common shares issued and outstanding. Diluted loss per common share is calculated by dividing net loss available to common shareholders by the weighted average number of common shares issued and outstanding for the period, plus amounts representing the dilutive effect from the exercise of stock options and warrants and unvested restricted stock, as applicable. The Company calculates dilutive potential common shares using the treasury stock method, which assumes the Company will use the proceeds from the exercise of stock options and warrants to repurchase shares of common stock to hold in its treasury stock reserves.

 

The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as they would be antidilutive:

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

   March 31, 
   2024   2023 
Shares underlying options outstanding   1,591,622    1,420,564 
Unvested restricted stock   42,167    187,503 

 
v3.24.1.u1
Commitments and Contingencies
 3 Months Ended
Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 13 – Commitments and Contingencies

 

Purchase Commitments

 

In exchange for the rights granted under the License and Supply Agreement with Medica (see Note 7 – License and Supply Agreement, net), the Company agreed to make certain minimum annual aggregate purchases from Medica over the term of the License and Supply Agreement. For the year ended December 31, 2024, the Company has agreed to make minimum annual aggregate purchases from Medica of €4.2 million (approximately $4.6 million). As of March 31, 2024, the Company’s aggregate purchase commitments totaled €2.8 million (approximately $3 million).

 

Contractual Obligations

 

See Note 9 – Leases for a discussion of the Company’s contractual obligations.
v3.24.1.u1
Basis of Presentation and Liquidity (Policies)
 3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Interim Financial Information

Interim Financial Information

 

The accompanying unaudited consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 and Article 10 of Regulation S-X. The consolidated balance sheet as of December 31, 2023 was derived from the Company’s audited financial statements. Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. Results as of and for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

 

The consolidated interim financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

 
Segment Reporting

Segment Reporting

 

The Company operates in only one business segment from which the Company’s chief operating decision maker evaluates the financial performance of the Company.

 

 
Consolidation

Consolidation

 

The accompanying consolidated financial statements include the accounts of Nephros, Inc. and its subsidiary, SRP, which was dissolved pursuant to a plan of dissolution adopted by its stockholders on March 9, 2023 and the subsequent filing of a certificate of dissolution with the State of Delaware on April 13, 2023. All intercompany accounts and transactions were eliminated in the preparation of the accompanying consolidated financial statements.

 
Use of Estimates

Use of Estimates

 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amount of revenues and expenses, during the reporting period. Actual results could differ materially from those estimates. Included in these estimates are assumptions about the collection of accounts receivable, value of inventories, useful life of fixed assets and intangible assets, the assessment of expected cash flows used in evaluating goodwill and other long-lived assets, the assessment of the ability to continue as a going concern and assumptions used in determining stock compensation such as expected volatility and risk-free interest rate.

 
Liquidity

Liquidity

 

In connection with SRP’s plan of dissolution and pursuant to an agreement between the Company and SRP entered into on May 24, 2023, SRP assigned substantially all of its remaining assets to the Company in satisfaction of the entire loan balance. See “Note 11 – Stockholders’ Equity – Noncontrolling Interest” Accordingly, as of March 31, 2024, there was no outstanding balance of this loan.

 

The Company has sustained operating losses every quarter through March 31, 2024, generating an accumulated deficit of $144.6 million as of March 31, 2024. However, in 2023, the Company’s operating cash flow was positive due to increased sales, improved gross margins, careful expense management, a reduction in inventory, and the dispositions of the Pathogen Detection Systems and SRP businesses. These actions resulted in the Company generating cash from operations of approximately $0.8 million for the twelve months ended December 31, 2023. Conversely, net cash from operations was negative for the three months ended March 31, 2024 due to an operating loss, payment of prior year annual bonuses, and an increase in inventory. The Company continues to focus on growth in sales and managing tight expenses in order to turn cash flow positive from operations. The investment in inventory in the first quarter of 2024 is preparing for higher volumes in the future. The Company believes that the tight focus on operations and its current cash balances are sufficient to fund its current operating plan through at least the next 12 months from the date of issuance of the accompanying consolidated financial statements. However, in the event that the Company’s operating results do not meet its expectations, the Company may need to further reduce discretionary expenditures such as headcount, R&D projects, and other variable costs.

 
Recent Accounting Pronouncements, Not Yet Effective

Recent Accounting Pronouncements, Not Yet Effective

 

In March, the FASB issued ASU 2024-01, “ASC 718-Scope Application of Profits Interest and Similar Awards,” which provides guidance to assist entities in determining whether profits interest and similar awards should be accounted for in accordance with Topic 718, Compensation—Stock Compensation. The guidance is effective for the Company’s fiscal year 2025, including interim periods. Early adoption is permitted. The Company is assessing the impact of adopting this guidance on its consolidated financial statements.

 

In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures,” which enhances the transparency and decision usefulness of income tax disclosures. The guidance is effective for the Company’s annual reporting period ending December 31, 2025. Early adoption is permitted. The Company is assessing the impact of adopting this guidance on its consolidated financial statements.

 

 
Concentration of Credit Risk

Concentration of Credit Risk

 

The Company deposits its cash in financial institutions. At times, such deposits may be in excess of insured limits. To date, the Company has not experienced any impairment losses on its cash. The Company also limits its credit risk with respect to accounts receivable by performing credit evaluations when deemed necessary.

 
Major Customers

Major Customers

 

For the three months ended March 31, 2024, and 2023, the following customers accounted for the following percentages of the Company’s revenues, respectively:

 

Customer  2024   2023 
A   31%   20%
B   7%   10%
C   2%   19%
Total   40%   49%

 

As of March 31, 2024 and December 31, 2023, the following customers accounted for the following percentages of the Company’s accounts receivable, respectively:

 

Customer  2024   2023 
A   24%   12%
B   10%   6%
Total   34%   18%

 
Accounts Receivable

Accounts Receivable

 

The Company recognizes an allowance that reflects a current estimate of credit losses expected to be incurred over the life of a financial asset, including trade receivables. The Company continuously monitors collections and payments from its customers and maintains a provision for estimated credit losses. The Company determines its allowance for doubtful accounts by considering a number of factors, including the length of time balances are past due, the Company’s previous loss history, the customer’s current ability to pay its obligations to the Company and the expected condition of the general economy and the industry as a whole. The Company writes off accounts receivable when they are determined to be uncollectible. The allowance for doubtful accounts was approximately $11,000 as of March 31, 2024, and December 31, 2023, respectively.

 
Depreciation Expense

Depreciation Expense

 

Depreciation related to equipment utilized in the manufacturing process is recognized in cost of goods sold on the consolidated statements of operations and comprehensive loss. For each of the three months ended March 31, 2024, and 2023, depreciation expense was approximately $1,000.

 
v3.24.1.u1
Basis of Presentation and Liquidity (Tables)
 3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Schedule of Revenues and Accounts Receivable Percentage of Major Customers

For the three months ended March 31, 2024, and 2023, the following customers accounted for the following percentages of the Company’s revenues, respectively:

 

Customer  2024   2023 
A   31%   20%
B   7%   10%
C   2%   19%
Total   40%   49%

 

As of March 31, 2024 and December 31, 2023, the following customers accounted for the following percentages of the Company’s accounts receivable, respectively:

 

Customer  2024   2023 
A   24%   12%
B   10%   6%
Total   34%   18%
v3.24.1.u1
Fair Value Measurements (Tables)
 3 Months Ended
Mar. 31, 2024
Fair Value Disclosures [Abstract]  
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis

At March 31, 2024 and December 31, 2023, the fair value measurements of the Company’s assets and liabilities measured on a recurring basis were as follows:

 

   Fair Value Measurements at Reporting Date Using 
   Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)		   Significant
Other
Observable
Inputs
(Level 2)		   Significant
Unobservable
Inputs
(Level 3)		 
   (in thousands) 
March 31, 2024            
Cash  $1,076   $    $  
Money market funds   2,557           
    -           
Cash and cash equivalents  $3,633   $          -   $        - 
                
December 31, 2023               
Cash  $274   $   $ 
Money market funds   2,515           
Certificate of deposit   1,518           
Cash and cash equivalents  $4,307   $-   $- 
v3.24.1.u1
Inventory (Tables)
 3 Months Ended
Mar. 31, 2024
Inventory Disclosure [Abstract]  
Schedule of Inventory, Net

Schedule of Inventory, Net

   March 31, 2024   December 31, 2023 
   (in thousands) 
Finished goods  $2,390   $2,144 
Raw materials   389    326 
Total inventory  $2,779   $2,470 
v3.24.1.u1
Intangible Assets and Goodwill (Tables)
 3 Months Ended
Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Intangible Assets

Intangible assets as of March 31, 2024, and December 31, 2023 are set forth in the table below. Gross carrying values and accumulated amortization of the Company’s intangible assets by type are as follows:

 

Schedule of Intangible Assets

   March 31, 2024   December 31, 2023 
   Cost   Accumulated Amortization   Net   Cost   Accumulated Amortization   Net 
   (in thousands) 
Customer relationships   540    (167)   373    540    (159)   381 
Total intangible assets  $540   $(167)  $373   $540   $(159)  $381 
Schedule of Future Amortization Expense

As of March 31, 2024, future amortization expense for each of the next five years is (in thousands):

Schedule of Future Amortization Expense 

Fiscal Years    
2024 (excluding the three months ended March 31, 2024)   24 
2025   32 
2026   32 
2027   32 
2028   32 
2029   32 
v3.24.1.u1
Leases (Tables)
 3 Months Ended
Mar. 31, 2024
Leases [Abstract]  
Schedule of Components of Lease Cost

The components of total lease costs were as follows:

 

Schedule of Components of Lease Cost

  

Three months ended

March 31, 2024

  

Three months ended

March 31, 2023

 
   (in thousands) 
Operating lease cost  $125   $92 
Finance lease cost:          
Amortization of right-of-use assets   2    2 
Interest on lease liabilities   1    1 
Total finance lease cost   3    3 
Variable lease cost   11    4 
Total lease cost  $139   $99 
Schedule of Supplemental Cash Flow Information Related to Leases

Supplemental cash flow information related to leases was as follows:

 

Schedule of Supplemental Cash Flow Information Related to Leases

 

Three months ended

March 31, 2024

  

Three months ended

March 31, 2023

 
   (in thousands) 
Cash paid for amounts included in the measurement of lease liabilities:          
Operating cash flows from operating leases  $158   $87 
Financing cash flows from finance leases  $2   $2 
Schedule of Supplemental Balance Sheet Information Related to Leases

Supplemental balance sheet information related to leases was as follows:

 

Schedule of Supplemental Balance Sheet Information Related to Leases

   March 31, 2024   December 31, 2023 
   (in thousands) 
Operating lease right-of-use assets  $1,678   $1,803 
Finance lease right-of-use assets  $2   $4 
           
Current portion of operating lease liabilities  $400   $442 
Operating lease liabilities, net of current portion   1,307    1,390 
Total operating lease liabilities  $1,707   $1,832 
           
Current portion of finance lease liabilities  $2   $4 
Finance lease liabilities, net of current portion   -    - 
Total finance lease liabilities  $2   $4 
           
Weighted average remaining lease term          
Operating leases   4.1 years     4.3 years 
Finance leases   0.4 years     0.6 years 
           
Weighted average discount rate          
Operating leases   8.0%   8.0%
Finance leases   8.0%   8.0%
Schedule of Maturities of Lease Liabilities

As of March 31, 2024, maturities of lease liabilities were as follows:

 

Schedule of Maturities of Lease Liabilities

   Operating Leases   Finance Leases 
   (in thousands) 
2024 (excluding the three months ended March 31, 2024)  $404   $2 
2025   435    - 
2026   450    - 
2027   450    - 
2028   251    - 
Total future minimum lease payments   1,990    2 
Less imputed interest   (283)   - 
Total  $1,707   $2 
v3.24.1.u1
Net Loss per Common Share (Tables)
 3 Months Ended
Mar. 31, 2024
Earnings Per Share [Abstract]  
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as they would be antidilutive:

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

   March 31, 
   2024   2023 
Shares underlying options outstanding   1,591,622    1,420,564 
Unvested restricted stock   42,167    187,503 
v3.24.1.u1
Schedule of Revenues and Accounts Receivable Percentage of Major Customers (Details) - Customer Concentration Risk [Member]
 3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Customer A [Member] | Revenue Benchmark [Member]    
Product Information [Line Items]    
Total 31.00% 20.00%
Customer A [Member] | Accounts Receivable [Member]    
Product Information [Line Items]    
Total 24.00% 12.00%
Customer B [Member] | Revenue Benchmark [Member]    
Product Information [Line Items]    
Total 7.00% 10.00%
Customer B [Member] | Accounts Receivable [Member]    
Product Information [Line Items]    
Total 10.00% 6.00%
Customer C [Member] | Revenue Benchmark [Member]    
Product Information [Line Items]    
Total 2.00% 19.00%
Customer Total [Member] | Revenue Benchmark [Member]    
Product Information [Line Items]    
Total 40.00% 49.00%
Customer Total [Member] | Accounts Receivable [Member]    
Product Information [Line Items]    
Total 34.00% 18.00%
v3.24.1.u1
Basis of Presentation and Liquidity (Details Narrative) - USD ($)
 3 Months Ended 12 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Accounting Policies [Abstract]      
Retained Earnings (Accumulated Deficit) $ 144,575,000   $ 144,406,000
Net Cash Provided by (Used in) Operating Activities (672,000) $ 276,000 800,000
Allowance for doubtful accounts receivable 11,000   $ 11,000
Depreciation expense $ 1,000 $ 1,000  
v3.24.1.u1
Revenue Recognition (Details Narrative) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Total net revenues $ 3,522 $ 3,697
Royalty and Other Revenues [Member]    
Total net revenues $ 16 $ 35
v3.24.1.u1
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Fair Value, Inputs, Level 1 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash $ 1,076 $ 274
Money market funds 2,557 2,515
Certificate of deposit 1,518
Cash and cash equivalents 3,633 4,307
Fair Value, Inputs, Level 2 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents
Fair Value, Inputs, Level 3 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents
v3.24.1.u1
Schedule of Inventory, Net (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Inventory Disclosure [Abstract]    
Finished goods $ 2,390 $ 2,144
Raw materials 389 326
Total inventory $ 2,779 $ 2,470
v3.24.1.u1
Schedule of Intangible Assets (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Value $ 540 $ 540
Accumulated Amortization (167) (159)
Total Intangible Assets, Net 373 381
Customer Relationships [Member]    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Value 540 540
Accumulated Amortization (167) (159)
Total Intangible Assets, Net $ 373 $ 381
v3.24.1.u1
Schedule of Future Amortization Expense (Details)
$ in Thousands
Mar. 31, 2024
USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]  
2024 (excluding the three months ended March 31, 2024) $ 24
2025 32
2026 32
2027 32
2028 32
2029 $ 32
v3.24.1.u1
Intangible Assets and Goodwill (Details Narrative) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]      
Amortization of intangible assets $ 8 $ 11  
Goodwill $ 759   $ 759
v3.24.1.u1
License and Supply Agreement, net (Details Narrative) - USD ($)
 3 Months Ended
Dec. 11, 2023
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Capitalized intangible assets, gross   $ 2,300,000    
Capitalized intangible assets, net   257,000   $ 271,000
Accumulated amortization   (167,000)   (159,000)
Amortization expense   8,000 $ 11,000  
Interest rate, description EURIBOR 360-day rate plus 500 basis points calculated on the principal amount of any outstanding invoices that are overdue by more than 15 days beyond the original payment terms      
Accounts Payable and Accrued Liabilities [Member]        
Royalty expense     96,000  
Cost of Sales [Member]        
Royalty expense     96,000  
License and Supply Agreement [Member]        
Capitalized intangible assets, net   300,000   300,000
Accumulated amortization   2,000,000.0   $ 2,000,000.0
Amortization expense   $ 14,000 $ 33,000  
License and Supply Agreement [Member] | April 23, 2014 through December 31, 2023 [Member] | Medica [Member]        
Royalty rate   3.00%    
v3.24.1.u1
Secured Note Payable (Details Narrative) - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Mar. 27, 2018
Short-Term Debt [Line Items]      
Interest expense $ 1,000 $ 1,000  
Secured Note [Member]      
Short-Term Debt [Line Items]      
Repayments of notes payable   71,000  
Interest expense   $ 1,000  
Secured Promissory Note Agreement [Member] | Tech Capital, LLC [Member]      
Short-Term Debt [Line Items]      
Principal amount of secured note payable     $ 1,200,000
Debt maturity date Apr. 01, 2023    
Debt interest rate 8.00%    
Maturity date, description Principal and interest payments were due on the first day of each month commencing on May 1, 2018    
v3.24.1.u1
Schedule of Components of Lease Cost (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Leases [Abstract]    
Operating lease cost $ 125 $ 92
Finance lease cost:    
Amortization of right-of-use assets 2 2
Interest on lease liabilities 1 1
Total finance lease cost 3 3
Variable lease cost 11 4
Total lease cost $ 139 $ 99
v3.24.1.u1
Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Cash paid for amounts included in the measurement of lease liabilities:    
Operating cash flows from operating leases $ 158 $ 87
Financing cash flows from finance leases $ 2 $ 2
v3.24.1.u1
Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Leases [Abstract]    
Operating lease right-of-use assets $ 1,678 $ 1,803
Finance lease right-of-use assets 2 4
Current portion of operating lease liabilities 400 442
Operating lease liabilities, net of current portion 1,307 1,390
Total operating lease liabilities 1,707 1,832
Current portion of finance lease liabilities 2 4
Finance lease liabilities, net of current portion
Total finance lease liabilities $ 2 $ 4
Weighted average remaining lease term, Operating leases 4 years 1 month 6 days 4 years 3 months 18 days
Weighted average remaining lease term, Finance leases 4 months 24 days 7 months 6 days
Operating leases 8.00% 8.00%
Finance leases 8.00% 8.00%
v3.24.1.u1
Schedule of Maturities of Lease Liabilities (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]    
Operating Leases, 2024 $ 404  
Operating Leases, 2024 435  
Operating Leases, 2025 450  
Operating Leases, 2026 450  
Operating Leases, 2027 251  
Operating Leases, Total future minimum lease payments 1,990  
Operating Leases, Less imputed interest (283)  
Operating Leases, Total 1,707 $ 1,832
Finance Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]    
Finance Leases, 2024 2  
Finance Leases, 2024  
Finance Leases, 2025  
Finance Leases, 2026  
Finance Leases, 2027  
Finance Leases, Total future minimum lease payments 2  
Finance Leases, Less imputed interest  
Finance Leases, Total $ 2 $ 4
v3.24.1.u1
Leases (Details Narrative)
Mar. 31, 2024
Minimum [Member]  
Remaining lease term 1 year
Maximum [Member]  
Remaining lease term 5 years
v3.24.1.u1
Stock Plans and Share-Based Payments (Details Narrative) - USD ($)
 3 Months Ended 12 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2022
May 07, 2019
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Income tax benefit $ 0 $ 0    
Unrecognized compensation expense $ 579,000      
Unrecognized compensation expense, period for recognition 2 years 9 months 18 days      
SRP Equity Incentive Plan [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Allocated share based compensation expense   27,000    
Number of shares reserved and authorized for awards       150,000
Share-Based Payment Arrangement, Option [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Allocated share based compensation expense $ 17,000 179,000    
Unvested stock options employee termination expense 58,000      
Share-Based Payment Arrangement, Option [Member] | Selling, General and Administrative Expenses [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Allocated share based compensation expense 18,000 159,000    
Share-Based Payment Arrangement, Option [Member] | Research and Development Expense [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Allocated share based compensation expense 1,000 20,000    
Restricted Stock [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Allocated share based compensation expense $ 8,000 $ 13,000    
Unrecognized compensation expense, period for recognition 1 month 6 days      
Number of shares issued 0      
Restricted Stock [Member] | Employees [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Number of shares issued   23,781    
Restricted Stock [Member] | Board [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Number of shares issued     133,722  
Restricted Stock [Member] | Contractors [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Number of shares issued   30,000    
Unvested Restricted Stock [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Unrecognized compensation expense $ 7,000      
v3.24.1.u1
Stockholders’ Equity (Details Narrative) - USD ($)
 1 Months Ended 3 Months Ended 12 Months Ended
Mar. 31, 2023
Feb. 28, 2022
Sep. 30, 2018
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2020
Class of Stock [Line Items]            
Inventory write down       $ 73,000 $ 91,000  
Specialty Renal Products, Inc. [Member]            
Class of Stock [Line Items]            
Outstanding indebtness $ 1,500,000          
Inventory write down         $ 24,000,000  
SRP Purchase Agreement Closing [Member]            
Class of Stock [Line Items]            
Sale of stock   $ 188,000        
Loan Agreement [Member] | Specialty Renal Products, Inc. [Member]            
Class of Stock [Line Items]            
Principal amount           $ 1,300,000
Proceeds from Loans           $ 1,000,000.0
Specialty Renal Products, Inc. [Member]            
Class of Stock [Line Items]            
Number of shares purchase   62,500        
Ownership percentage   62.50%        
Series A Preferred Stock [Member]            
Class of Stock [Line Items]            
Issuance of shares   700,003 700,003      
Proceeds from sale of preferred stock   $ 3,500,000 $ 3,500,000      
v3.24.1.u1
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Share-Based Payment Arrangement, Option [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive securities excluded from computation of earnings per share 1,591,622 1,420,564
Unvested Restricted Stock [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive securities excluded from computation of earnings per share 42,167 187,503
v3.24.1.u1
Commitments and Contingencies (Details Narrative) - License and Supply Agreement [Member] - Medica Spa [Member]
€ in Millions, $ in Millions
 3 Months Ended 12 Months Ended
Mar. 31, 2024
USD ($)
Mar. 31, 2024
EUR (€)
Dec. 31, 2024
USD ($)
Dec. 31, 2024
EUR (€)
Long-term purchase commitment, amount $ 3.0 € 2.8    
Forecast [Member]        
Long-term purchase commitment, amount     $ 4.6 € 4.2
Nephros (NASDAQ:NEPH)
Historical Stock Chart
From Apr 2024 to May 2024 Click Here for more Nephros Charts.
Nephros (NASDAQ:NEPH)
Historical Stock Chart
From May 2023 to May 2024 Click Here for more Nephros Charts.