2,000,000 Units Sensus Healthcare, Inc. - .2,000,000 Units Sensus Healthcare ... FINANCIAL...
Embed Size (px)
Transcript of 2,000,000 Units Sensus Healthcare, Inc. - .2,000,000 Units Sensus Healthcare ... FINANCIAL...
424B4 1 v441572_424b4.htm 424B4
Filed Pursuant to Rule 424(b)(4)
Registration No. 333-209451
This is a firm commitment initial public offering of units consisting of one share of common stock of Sensus Healthcare, Inc.
and a three-year warrant to purchase one share of common stock at an initial exercise price of $6.75 per share. Prior to this
offering, no public market existed for our securities.
We have been approved to list our units, common stock and warrants on the Nasdaq Capital Market under the symbols
SRTSU, SRTS and SRTSW, respectively. We are an emerging growth company as defined in the Jumpstart Our
Business Startups Act of 2012 and, as such, we have elected to comply with certain reduced public company reporting
requirements for this prospectus and future filings.
The shares of our common stock and the warrants to purchase shares of common stock will trade together as units only during
the first 52 days following the date of this prospectus, and thereafter, the units will automatically separate and the common stock
and warrants will trade separately, unless Northland Securities, Inc. and Neidiger, Tucker, Bruner, Inc., as representatives of the
underwriters, determine that an earlier separation date is acceptable.
Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 13 of this prospectus for a
discussion of information that should be considered in connection with an investment in our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal
Sensus Healthcare, Inc.
We have granted a 45-day option to the underwriters to purchase up to 300,000 additional units solely to cover over-allotments,
if any, at a price of $5.50 per unit, less the underwriting discount, provided that in no event may exercise of this option occur
after separation of the units occurs.
The underwriters expect to deliver our units to purchasers in the offering on or about June 8, 2016.
Joint Book-Running Managers
Per Unit Total
Public offering price $ 5.50 $ 11,000,000
Underwriting discounts and commissions(1) $ 0.385 $ 770,000
Proceeds to Sensus Healthcare, Inc., before expenses $ 5.115 $ 10,230,000
(1) See Underwriting on page 103 for a description of additional compensation payable to the underwriters.
The date of this prospectus is June 2, 2016
Northland Capital Markets Neidiger, Tucker, Bruner, Inc.
Page 1 of 170
Page 2 of 170
TABLE OF CONTENTS
Page 3 of 170
The SRT-100TM and SRT-100 VisionTM products are photon x-ray low energy superficial
radiotherapy systems that provide patients an alternative to surgery for treating non-melanoma skin cancers, including basal cell and squamous
We have received 510(k) marketing clearance from the FDA,
European CE marking certification, CFDA (the Chinese
FDA equivalent) and Health Canada approval, and recently
received regulatory clearance for Russia. Our SRT-100
system is currently installed in over 220 locations across 12
Page 4 of 170
TABLE OF CONTENTS
TABLE OF CONTENTS
Neither we nor the underwriters have authorized anyone to provide you with any information other than that contained in this
prospectus, any amendment or supplement to this prospectus or in any free writing prospectus we may authorize to be delivered
or made available to you. The underwriters and we take no responsibility for, and can provide no assurance as to the reliability
of, any other information that others may give you. We are offering to sell securities and seeking offers to buy securities only in
jurisdictions where offers and sales are permitted. The information in this prospectus is complete and accurate only as of the date
on the front cover of this prospectus, regardless of the time of delivery of this prospectus or any sale of securities.
For investors outside the United States: We have not, and the underwriters have not, done anything that would permit this
offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in
the U.S. Persons outside the U.S. who come into possession of this prospectus must inform themselves about, and observe any
restrictions relating to, the offering of the securities and the distribution of this prospectus outside the U.S.
PROSPECTUS SUMMARY 1
RISK FACTORS 13
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION 37
USE OF PROCEEDS 39
DIVIDEND POLICY 40
CORPORATE CONVERSION 41
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 46
EXECUTIVE AND DIRECTOR COMPENSATION 80
PRINCIPAL STOCKHOLDERS 89
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 91
DESCRIPTION OF SECURITIES 94
SHARES ELIGIBLE FOR FUTURE SALE 98
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS 99
LEGAL MATTERS 112
WHERE YOU CAN FIND MORE INFORMATION 112
FINANCIAL STATEMENTS OF SENSUS HEALTHCARE, INC. F-1
Page 5 of 170
TABLE OF CONTENTS
MARKET DATA AND FORECASTS
Unless otherwise indicated, information in this prospectus concerning economic conditions, our industry, our markets and
our competitive position is based on a variety of sources, including information from independent industry analysts and
publications, as well as our own estimates and research. Our estimates are derived from industry and general publications,
studies and surveys conducted by third-parties, as well as data from our own internal research. Industry publications, studies and
surveys generally state that they have been obtained from sources believed to be reliable.
FINANCIAL STATEMENT PRESENTATION
The financial statements as of December 31, 2014 and 2015, and for the years ended December 31, 2013, 2014 and 2015,
and for the three months ended March 31, 2015, are those of Sensus Healthcare, LLC. Financial information related to the fiscal
years ended December 31, 2011 and 2012 presented in this prospectus has been derived from the unaudited and audited financial
statements, respectively, of Sensus Healthcare, LLC for such periods not included in this prospectus. On January 1, 2016, we
completed a corporate conversion pursuant to which Sensus Healthcare, Inc. succeeded to the business of Sensus Healthcare,
LLC, and the unit holders of Sensus Healthcare, LLC became stockholders of Sensus Healthcare, Inc., as described under the
heading Corporate Conversion. In this prospectus, we refer to this transaction as the corporate conversion. The corporate
conversion has been reflected retroactively for all periods presented. Effective January 1, 2016, we are subject to corporate
TRADEMARKS AND TRADENAMES
This prospectus includes our trademarks such as SRT-100TM, SRT-100 VisionTM, SRT-100 LynxTM, SRT UniversityTM, and
SentinelTM which are each protected under applicable intellectual property laws and are the property of Sensus Healthcare, Inc.
Solely for convenience, trademarks, service marks and tradenames referred to in this prospectus may appear without the , TM
or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, service marks and tradenames. This
prospectus may also contain trademarks, service marks, tradenames and copyrights of other companies, which are the property
of their respective owners.
ABOUT THIS PROSPECTUS
Except where the context otherwise requires or where otherwise indicated, the terms Sensus, Sensus Healthcare, we,
us, our, our company and our business refer to Sensus Healthcare, Inc.
Page 6 of 170
TABLE OF CONTENTS
This summary highlights certain information about us and this offering contained elsewhere in this prospectus. Because it is
only a summary, it does not contain all the information that you should consider before investing in our securities and it is
qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this
prospectus. Before you decide to invest in our securities, you should read the entire prospectus carefully, including Risk
Factors beginning on page 13 and our financial statements and the accompanying notes included in this prospectus.