Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
NEPHROS, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
640671400
(CUSIP Number)
Daron Evans
c/o Nephros, Inc.
380 Lackawanna Place
South Orange, NJ 07079
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)
October 15, 2020
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 640671400
| 1 | NAMES OF REPORTING PERSONS
Daron Evans | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) [ ] (b) [ ]
|
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
[ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
478,874 (1) |
| 8 | SHARED VOTING POWER
0 | |
| 9 | SOLE DISPOSITIVE POWER
478,874 (1) | |
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
478,874 (1) | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
[ ] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7 % (2) | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |
(1) Includes (i) 309,198 shares issuable upon exercise of options and (ii) 9,260 shares issuable upon exercise of warrants.
(2) Calculated based on 9,962,299 shares of Common Stock issued and outstanding as of May 4, 2021.
Item 1. Security and Issuer
(a) This Amendment No. 1 to Schedule 13D (the “Amendment”) relates to the common stock, par value $0.001 per share (the “Common Stock”), of Nephros, Inc., a Delaware corporation (the “Issuer”) and amends and supplements the Schedule 13D filed April 8, 2020 (collectively, the “Schedule 13D”). Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used herein but not otherwise defined in this Amendment shall have the meaning ascribed to them in the Schedule 13D.
(b) The principal executive offices of the Issuer are located at 380 Lackawanna Place, South Orange, New Jersey 07079.
Item 2. Identity and Background
(a) The person filing this statement is Daron Evans (the “Reporting Person”).
(b) The address of the principal place of business of the Reporting Person is 380 Lackawanna Place, South Orange, New Jersey 07079.
(c) The principal occupation of the Reporting Person is Chief Executive Officer of Specialty Renal Products, a subsidiary of the Issuer.
(d) The Reporting Person described herein has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) The Reporting Person described herein has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
(f) The Reporting Person is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
All of the Common Stock acquired indirectly by the Reporting Person during the period covered by this Schedule 13D, as listed in Item 5 below, was acquired by the cashless exercise of certain warrants to acquire Common Stock.
Item 4. Purpose of Transaction
The Reporting Person acquired the shares of the Common Stock for investment purposes. The Reporting Person is Chief Executive Officer of Special Renal Products, a subsidiary of the Issuer. In this capacity, the Reporting Person may be in a position to influence decisions on any plans or proposals of the type described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
The Reporting Person may make additional purchases of Common Stock either in the open market or in private transactions, including shares that may be acquired upon exercise of options or warrants currently held or subsequently acquired, depending on his evaluation of the Issuer’s business, prospects and financial condition, the market for the Common Stock, other opportunities available to him, general economic conditions, money and stock market conditions and other future developments. Depending on the same factors, the Reporting Person may decide in the future to sell all or part of his investment in the Common Stock. The Reporting Person does not have any plan or proposal to do the foregoing.
Item 5. Interest in Securities of the Issuer
(a) and (b) The information contained on the cover page to this Schedule 13D is hereby incorporated by reference into this Item 5, as applicable.
(c) Transactions by the Reporting Person in shares of Common Stock in the sixty days preceding the date of this Schedule 13D through the date hereof are as follows:
| Date | Direct Beneficial Owner | Type of Activity | Type of Security | Number of Shares | Purchase Price or Exercise Price Per Share | |||||||||
| 5/24/21 | UTMA #1 | Exercise of Warrant and Acquisition of Common Stock | Common Stock | 1,111 | $ | 2.70 | ||||||||
| 5/24/21 | UTMA #1 | Withholding of Common Stock to Pay Exercise Price of Warrant | Common Stock | (349 | ) | $ | 8.60 | |||||||
| 5/24/21 | UTMA #2 | Exercise of Warrant and Acquisition of Common Stock | Common Stock | 1,111 | $ | 2.70 | ||||||||
| 5/24/21 | UTMA #2 | Withholding of Common Stock to Pay Exercise Price of Warrant | Common Stock | (349 | ) | $ | 8.60 | |||||||
(d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds of sale of, any of the Common Stock beneficially owned by the Reporting Person.
(e) The Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock on October 15, 2020.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
There are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Issuer.
Item 7. Exhibits
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: June 11, 2021 | ||
| /s/ Daron Evans | ||
| Daron Evans |