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  • 424B4 1 v441572_424b4.htm 424B4

    Filed Pursuant to Rule 424(b)(4)

    Registration No. 333-209451

    PROSPECTUS

    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

    offense.

    2,000,000 Units

    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.

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  • TABLE OF CONTENTS

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  • 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

    cell carcinoma.

    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

    different countries.

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    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

    CAPITALIZATION 43

    DILUTION 44

    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 46

    BUSINESS 55

    MANAGEMENT 75

    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

    UNDERWRITING 103

    LEGAL MATTERS 112

    EXPERTS 112

    WHERE YOU CAN FIND MORE INFORMATION 112

    FINANCIAL STATEMENTS OF SENSUS HEALTHCARE, INC. F-1

    i

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    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

    income taxes.

    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.

    ii

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    PROSPECTUS SUMMARY

    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.