Item 1.01 Entry into a Material Definitive Agreement.

On July 9, 2021, Nephros, Inc. (the "Company") entered into an Asset Purchase Agreement (the "Agreement") with GenArraytion, Inc., a Delaware corporation ("GenArraytion") and the shareholder of GenArraytion. Pursuant to the terms of the Agreement, the Company acquired substantially all of the assets of GenArraytion.

At closing, the Company issued 123,981 shares of Company common stock, par value $0.001 per share, to GenArraytion, reflecting an aggregate purchase price of $1.2 million. Fifty percent of these shares were issued without a risk of forfeiture and the remaining fifty percent of the shares are subject to a risk of forfeiture. This risk of forfeiture will lapse upon the satisfactory completion of certain intellectual property transition services. The Company will also make royalty payments to GenArraytion based on net sales of GenArraytion products over the next five years and has agreed to file a registration statement covering the shares issued to GenArraytion within sixty days from the date of the Agreement.

The Agreement contains customary representations and warranties by GenArraytion. Additionally, GenArraytion agreed to customary indemnification obligations to the Company over the one-year period ending July 9, 2022, subject to certain limitations as set forth in the Agreement.

The foregoing summary of the Agreement is qualified in its entirety by reference to the complete Agreement, a copy of which will be filed with the Company's Form 10-Q for the quarter ended September 30, 2021.

A copy of the press release announcing the acquisition is filed herewith as Exhibit 99.1.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 above regarding the issuance of shares to GenArraytion is incorporated herein by reference. The issuance of shares to GenArraytion was made in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D thereunder.

Item 9.01. Financial Statements and Exhibits.





(d)           Exhibits

Exhibit No.   Description
   99.1         Nephros, Inc. Press Release, dated July 12, 2021.

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