UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) March 2, 2005
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Nephros, Inc.
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(Exact Name of Registrant as Specified in Charter)
Commission File Number: 001-32288
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Delaware 13-3971809
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(State or other Jurisdiction of (I.R.S. Employer
Incorporation) Identification No.)
3960 Broadway, New York, New York 10032
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(Address of Principal Executive Offices)
(Zip Code)
(212) 781-5113
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(Registrant's telephone
number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
On March 2, 2005, Nephros, Inc. ("Nephros") entered into an agreement with
Asahi Kasei Medical Co., Ltd., a business unit of Asahi Kasei Corporation,
("Asahi") granting Asahi exclusive rights to manufacture and distribute filter
products based on the Nephros OLpur (TM) MD190 hemodiafilter in Japan for 10
years. In exchange for these rights, Nephros will receive an up front license
fee in the amount of $1.75 million, plus additional royalties and milestone
payments based on the future sales of the product in Japan. Japanese filter
sales are subject to regulatory approval in that country, and the agreement
contemplates that Asahi will conduct trials and make regulatory submissions to
seek such approval.
In addition, Nephros and Asahi entered into a Subscription Agreement dated
March 2, 2005, pursuant to which Asahi shall purchase 184,250 shares of Nephros
common stock from Nephros by March 16, 2005, for an aggregate of 100 million
Japanese Yen (approximately $956,000). The Subscription Agreement prohibits
Asahi from transferring the shares purchased thereunder for a period of 12
months without Nephros's written consent.
Item 8.01. Other Events.
On March 2, 2005, Nephros, Inc. issued a press release announcing the
transactions discussed above.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
10.1 HDF Cartridge License Agreement, dated as of March 2, 2005,
between Nephros, Inc. and Asahi Kasei Medical Co., Ltd.
10.2 Subscription Agreement, dated as of March 2, 2005, between
Asahi Kasei Medical Co., Ltd. and Nephros, Inc.
99.1 Press Release issued by Nephros, Inc. dated March 2, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 2, 2005
NEPHROS, INC.
By: /s/ Marc L. Panoff
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Marc L. Panoff
Chief Financial Officer (Principal
Financial and Accounting Officer)