NEPHROS INC

We are reporting the following information in lieu of reporting on a Current Report on Form 8-K:

On December 11, 2023, Nephros, Inc. (the “Company”) entered into a license and supply agreement (the “License and Supply Agreement”) with Medica S.p.A. (“Medica”), an Italy-based medical product manufacturing company, for the marketing and sale of certain filtration products based upon Medica’s proprietary Medisulfone ultrafiltration technology in conjunction with the Company’s filtration products (collectively, the “Products”), and to engage in an exclusive supply arrangement for the Products. The License and Supply Agreement supersedes and replaces that certain License and Supply Agreement, dated April 23, 2012, as amended (the “Prior Agreement”) between the Company and Medica, which Prior Agreement was terminated by the parties upon entry into the License and Supply Agreement.

Under the License and Supply Agreement, Medica granted the Company an exclusive license, with right of sublicense, to market, promote, distribute, offer for sale and sell the Products in the Territory (as defined in the License and Supply Agreement). In addition, the Company granted to Medica an exclusive license under the Company’s intellectual property to make the Products during the term of the License and Supply Agreement. In exchange for the rights granted, the Company has agreed to make minimum annual aggregate purchases from Medica of €3,825,000, €4,208,000, €4,629,000, €4,976,000, €5,349,000 and €5,750,000 for the years 2023, 2024, 2025, 2026, 2027 and 2028, respectively. The License and Supply Agreement contains standard representations and warranties and indemnification obligations of the parties.

The term of the License and Supply Agreement commenced on December 11, 2023 and continues in effect through December 31, 2028, unless earlier terminated by either party in accordance with the terms of the License and Supply Agreement.

The foregoing description of the License and Supply Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the License and Supply Agreement, a copy of which is filed as Exhibit 10.36 to this Annual Report on Form 10-K and is incorporated herein by reference.

The information related to the termination of the Prior Agreement contained in Item 1.01 of this Item 9B of this Annual Report on Form 10-K is incorporated herein by reference.