Additional Proxy Soliciting Materials (definitive) (defa14a)
28 Abril 2023 - 4:13PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed
by the Registrant |
☒ |
Filed
by a Party other than the Registrant |
☐ |
Check
the appropriate box: |
|
|
☐ |
Preliminary
Proxy Statement |
|
☐ |
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|
☐ |
Definitive
Proxy Statement |
|
☒ |
Definitive
Additional Materials |
|
☐ |
Soliciting
Material Under Rule 14a-12 |
NEPHROS,
INC.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
|
|
☒ |
No
fee required. |
|
|
☐ |
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
|
|
|
(1) |
Title
of each class of securities to which transaction applies: |
|
|
|
(2) |
Aggregate
number of securities to which transaction applies: |
|
|
|
(3) |
Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): |
|
|
|
(4) |
Proposed
maximum aggregate value of transaction: |
|
|
|
(5) |
Total
fee paid: |
|
|
☐ |
Fee
paid previously with preliminary materials. |
|
|
☐ |
Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
filing. |
|
|
|
(1) |
Amount
Previously Paid: |
|
|
|
(2) |
Form,
Schedule or Registration Statement No.: |
|
|
|
(3) |
Filing
Party: |
|
|
|
(4) |
Date
Filed: |
NEPHROS, INC.
SUPPLEMENT
TO PROXY STATEMENT FOR
2023 ANNUAL MEETING OF STOCKHOLDERS
Explanatory Note
This
Supplement, dated April 28, 2023 (this “Supplement”), supplements and amends the definitive proxy statement filed by Nephros,
Inc. (the “Company,” “we,” “us” and “our”) with the Securities and Exchange Commission
(the “SEC”) on April 21, 2023 (the “Proxy Statement”), in connection with the Company’s Annual Meeting
of Stockholders to be held on June 1, 2023 (the “Annual Meeting”).
The
purpose of this Supplement is to (i) clarify that Baker Tilly US, LLP (“Baker Tilly”) conducted the audit of our financial
statements for the year ended December 31, 2021, and (ii) correct errors in the reporting of audit fees paid to Baker Tilly for the years
ended December 31, 2022 and December 31, 2021, as disclosed under “Proposal 2 – Ratification of Appointment of Independent
Registered Public Accounting Firm,” at page 11 of the Proxy Statement. No other changes are being made to the Proxy Statement or
to the matters being submitted to the stockholders at the Annual Meeting. This Supplement does not reflect events occurring after the
date of the Proxy Statement or modify or update disclosures that may have been affected by subsequent events. Capitalized terms used
but not otherwise defined in this Supplement have the meanings ascribed to them in the Proxy Statement. This Supplement should be read
in conjunction with the Proxy Statement. This Supplement is being filed with the SEC and is being made available to stockholders on or
about April 28, 2023.
Revisions to Proxy Statement
The
Company hereby revises the second paragraph under “Proposal No. 2 – Ratification of Appointment of Independent Registered
Accounting Firm” on page 11 of the Proxy Statement to read in its entirety as follows:
“Baker
Tilly was first appointed as the Company’s independent registered public accounting firm following Baker Tilly’s combination
with Moody, Famiglietti and Andronico, LLP (“MFA”), on December 2, 2021. MFA audited our financial statements for fiscal
years 2015 through 2020, as well as performed reviews of our interim financial statements through the quarter ended September 30, 2021.
During the interim period from the end of the 2020 fiscal year through December 2, 2021, the date of MFA’s resignation, there were
no disagreements with MFA on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures,
which disagreements, if not resolved to the satisfaction of MFA would have caused it to make reference to such disagreement in its reports.”
The
Company also hereby revises the paragraph under the caption “Audit Fees” under “Proposal No. 2 – Ratification
of Appointment of Independent Registered Accounting Firm” on page 11 of the Proxy Statement to read in its entirety as follows:
“Audit
Fees
Fees
billed for audit services by Baker Tilly for the years ended December 31, 2022, and December 31, 2021, totaled approximately $204,000
and $100,000, respectively. Fees billed for audit services by MFA for the years ended December 31, 2022, and December 31, 2021, totaled
approximately $0 and $63,400, respectively. Fees for audit services consist of fees for professional services provided in connection
with the audit of our annual financial statements, the review of our quarterly financial statements, and services that are normally provided
by independent registered public accounting firms in connection with filings we make with the SEC.”
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 1, 2023
This
Supplement, along with the Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 are
available at http://material.proxyvote.com/640671.
Nephros (NASDAQ:NEPH)
Gráfica de Acción Histórica
De Sep 2024 a Oct 2024
Nephros (NASDAQ:NEPH)
Gráfica de Acción Histórica
De Oct 2023 a Oct 2024