10-K/A
Sensus Healthcare, Inc. (SRTS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2019
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________TO ____________
Commission File Number: 001-37714
Sensus Healthcare, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 27-1647271 |
|---|---|
| (State or other jurisdiction of <br><br>incorporation or organization) | (I.R.S. Employer <br><br>Identification No.) |
| 851 Broken Sound Pkwy., NW #215, Boca Raton, Florida | 33487 |
| --- | --- |
| (Address of principal executive office) | (Zip Code) |
(561) 922-5808
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | SRTS | Nasdaq Stock Market, LLC |
| Warrants to Purchase Common Stock (expiring June 8, 2020) | SRTSW | Nasdaq Stock Market, LLC |
Securities registered pursuant to Section12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☐ | Smaller reporting company ☒ | Emerging growth company ☒ |
|---|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the common equity held by non-affiliates of the registrant on June 28, 2019, the last business day of the registrant’s most recently completed second quarter at the time of the original filing of the Form 10-K amended by this Form 10-K/A, was $63,069,039 based on the closing price of $5.54 per share of common stock on the Nasdaq Capital Market on that date. For this purpose, all outstanding shares of common stock have been considered held by non-affiliates, other than the shares beneficially owned by directors, officers and certain 5% stockholders of the registrant; certain of such persons disclaim that they are affiliates of the registrant.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at September 30, 2020 |
|---|---|
| Common Stock, $0.01 par value per share | 16,502,353 |
DOCUMENTS INCORPORATED BY REFERENCE
Portions of our Proxy Statement for the Annual Meeting of Stockholders held on June 5, 2020, are incorporated by reference in Part III.
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 on Form 10-K/A (the “Amendment”) is to amend the Annual Report on Form 10-K of Sensus Healthcare, Inc. (the “Company”), as filed with the Securities and Exchange Commission on March 6, 2020 (the “Original Filing”), to file Exhibit 23.1, Consent of Marcum LLP, Independent Registered Public Accounting Firm, to the incorporation by reference of Marcum LLP’s report dated March 6, 2020, with respect to its audits of the consolidated financial statements of Sensus Healthcare, Inc. as of December 31, 2019 and 2018 and for the years ended December 31, 2019 and 2018 (the “Auditor Consent”) into the Company’s Registration Statement on Form S-8 (Registration No. 333-221372) and the Company’s Registration on Form S-8 (Registration No. 333-212195). The Original Filing inadvertently omitted the Auditor Consent. This Amendment is being filed solely to provide the Auditor Consent. This Amendment does not otherwise modify or update in any way the disclosures contained in the Original Filing.
INDEX TO EXHIBITS
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| ExhibitNumber | Exhibit Description | Form | File No. | Exhibit | FilingDate | Filed/Herewith |
| 23.1 | Consent of Marcum LLP, Independent Registered Public Accounting Firm | * | ||||
| * | Filed herewith. | |||||
| --- | --- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SENSUS HEALTHCARE, INC. | |
|---|---|
| Date: October<br> 1, 2020 | By:<br> /s/ Joseph C. Sardano |
| Joseph C. Sardano | |
| Chief Executive<br> Officer |
Exhibit 23.1
Independent Registered Public Accounting Firm’s Consent
We consent to the incorporation by reference in the Registration Statement of Sensus Healthcare, Inc. on Form S-8 File No. 333-221372 and Form S-8 File No. 333-212195 of our report dated March 6, 2020, with respect to our audits of the consolidated financial statements of Sensus Healthcare, Inc. as of December 31, 2019 and 2018 and for the years ended December 31, 2019 and 2018, which report is included in this Annual Report on Form 10-K of Sensus Healthcare, Inc. for the year ended December 31, 2019.
/s/ Marcum llp
Marcum llp
Fort Lauderdale, FL
March 6, 2020
