kl07043.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
__________________________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
report (Date of earliest event reported) July 16, 2007
Nephros,
Inc.
(Exact
Name of Registrant as Specified in Charter)
Commission
File Number: 001-32288
|
Delaware
|
|
13-3971809
|
|
(State
or other Jurisdiction of
Incorporation)
|
|
(I.R.S.
Employer Identification No.)
|
3960
Broadway, New York, New York 10032
(Address
of Principal Executive Offices)
(Zip
Code)
(212)
781-5113
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
r
Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
r
Soliciting
material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
r
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
r
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
4.01 Changes in Registrant’s Certifying Accountant.
(A) Previous
Independent
Registered Public Accounting Firm
(i) On
July 16, 2007, the Audit Committee of the Board of Directors of Nephros, Inc.
(the “Company”) dismissed Deloitte & Touche LLP (“Deloitte & Touche”) as
the Company’s independent registered public accounting firm, effective
immediately.
(ii) Except
as noted in the next sentence, the audit reports of Deloitte & Touche on the
Company’s consolidated financial statements for the fiscal years ended
December 31, 2006 and December 31, 2005 did not contain an adverse opinion
or a disclaimer of opinion, nor were such reports qualified or modified as
to uncertainty, audit scope or accounting principles. The reports of
Deloitte & Touche on the Company’s consolidated financial statements for the
fiscal years ended December 31, 2006 and December 31, 2005 included an
explanatory paragraph that noted substantial doubt about the Company’s ability
to continue as a going concern.
(iii) (a) During
the two most recent fiscal years and the interim period through July 16, 2007,
there have been no disagreements with Deloitte & Touche on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction
of
Deloitte & Touche, would have caused it to make reference to the subject
matter of the disagreements in connection with its report.
(b) During
the fiscal years ended December 31, 2006 and December 31, 2005, and the
interim period through July 16, 2007, there were no events reportable pursuant
to Item 304(a)(1)(iv)(B) of Regulation S-B promulgated by the Securities and
Exchange Commission (“SEC”), except that prior to the filing of the Company’s
Form 10-KSB for the fiscal years ended December 31, 2006 and December 31, 2005,
Deloitte & Touche and management advised the Company’s Audit
Committee of a material weakness in internal control over financial
reporting as of December 31, 2006 and December 31, 2005,
respectively. For further discussion of these material weaknesses, please
refer to Item 8A of the Company’s Form 10-KSB filings for the fiscal years
ended December 31, 2006 and December 31, 2005.
(iv) The
decision to dismiss Deloitte & Touche was recommended and approved by the
Audit Committee of the Company’s Board of Directors. The Company has
authorized Deloitte & Touche to respond fully to inquiries of the successor
accountant concerning the subject matter of the material weakness.
(v) The
Company has requested that Deloitte & Touche furnish a letter addressed
to the SEC stating whether it agrees with the statements made above and, if
not, stating the respects in which it does not agree. A copy of this
letter is attached as Exhibit 16.1 to this Form 8-K.
(B) New
Independent Registered Public Accounting Firm
(i) On
July 16, 2007, the Audit Committee engaged Rothstein Kass & Company, P.C.
(“Rothstein Kass”), effective immediately, as the Company’s new independent
registered public accounting firm. The engagement of Rothstein Kass
was approved by the Audit Committee of the Company’s Board
of Directors.
(ii) During
the Company’s two most recent fiscal years and through July 16, 2007, the
Company did not consult with Rothstein Kass regarding either the application
of
accounting principles to a specific completed or contemplated transaction or
the
type of audit opinion that might be rendered on the Company's financial
statements, and neither a written report nor oral advice was provided to the
Company that was an important factor considered by the Company in reaching
a
decision as to an accounting, auditing or financial reporting
issue. During the Company’s two most recent fiscal years and through
July16, 2007, the Company has not consulted with Rothstein Kass regarding
any of the matters or events reportable pursuant to Item
304(a)(1)(iv)(B) of Regulation S-B.
Item
8.01 Other Events.
On
July
20, 2007, the Company issued a press release announcing the dismissal of
Deloitte & Touche and the engagement of Rothstein Kass. The full
text of this press release is attached hereto as Exhibit 99.1. The
information in this Item 8.01 shall not be deemed to be “filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to
the
liability of that Section.
Item
9.01. Financial Statements and Exhibits.
|
|
16.1
|
Letter
from Deloitte & Touche LLP to the SEC, dated as of July 19,
2007
|
|
|
99.1
|
Press
release issued by Nephros, Inc. dated July 20,
2007
|
SIGNATURES
Pursuant
to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report
to
be signed on its behalf by the undersigned hereunto duly
authorized.
Date: July
20, 2007
NEPHROS,
INC.
By:
/s/
Mark
W.
Lerner
Mark
W.
Lerner
Chief
Financial Officer
(Principal
Financial and Accounting Officer)