Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously disclosed, on October 4, 2022, Nephros, Inc. (the "Company") entered into an Agreement for Purchase and Sale of Assets (the "Purchase Agreement") with BWSI, LLC ("BWSI"), pursuant to which the Company agreed to sell, and BWSI agreed to purchase, substantially all of the assets relating to the Company's Pathogen Detection Systems line of business (the "PDS Business"). The parties consummated the transactions contemplated by the Purchase Agreement at a closing conducted on November 15, 2022. In accordance with the terms of the Purchase Agreement, at the Closing BWSI made a nominal cash payment and assumed certain liabilities of the PDS Business from and after the date of Closing. Additionally, the Purchase Agreement provides that for a period of seven years commencing January 1, 2023 and ending December 31, 2029, BWSI will pay the Company an annual royalty equal to a specified percentage of gross margin received by BWSI from each of the sale and licensing of products developed by the PDS Business.

The foregoing summary of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed herewith as Exhibit 2.1. The Company's description of the Purchase Agreement set forth under Item 1.01 of its Current Report on Form 8-K filed with the Commission on October 11, 2022 is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The unaudited pro forma condensed financial information of the Company, giving effect to the sale of the PDS Business, together with the related notes thereto, is attached hereto as Exhibit 99.1.





(d) Exhibits



Exhibit No.   Description
2.1             Agreement for Purchase and Sale of Assets, dated October 4, 2022,
              by and between Nephros, Inc. and BWSI, LLC (pursuant to Item
              601(b)(2)(ii) of Regulation S-K, certain information contained in
              this Exhibit 2.1 has been redacted as indicated therein).
99.1            Unaudited pro forma condensed financial information of Nephros,
              Inc.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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