UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the 

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 4, 2019

SENSUS HEALTHCARE, INC. 

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (561) 922-5808

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☒

SENSUS HEALTHCARE, INC.

FORM 8-K 

CURRENT REPORT

On June 4, 2019, Sensus Healthcare, Inc. (the “Company”) entered into Amendment No. 1 to Warrant Agreement with American Stock Transfer & Trust Company, LLC (the “Amendment”), which extends the exercise period of the outstanding warrants issued thereunder by an additional one year until June 8, 2020. The warrants were originally set to expire on June 8, 2019, which is the three-year anniversary of the closing of the Company’s initial public offering.

The foregoing summary of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and which is incorporated by reference herein.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

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 hereunto duly authorized.

EXHIBIT INDEX

Exhibit 4.1

AMENDMENT NO. 1 TO WARRANT AGREEMENT

THIS AMENDMENT NO. 1 TO WARRANT AGREEMENT (this “Amendment”) is hereby entered into between Sensus Healthcare, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Warrant Agent (the “Warrant Agent”) as of June 4, 2019 (the “Effective Date”).

WITNESSETH:

WHEREAS, the Company previously issued warrants (the “Warrants”) pursuant to that certain Warrant Agreement (the “Warrant Agreement”), dated as of June 8, 2016, to acquire shares of Common Stock of the Company, par value $0.01 per share, in connection with the Company’s initial public offering; and

WHEREAS, the Warrants are set to expire on June 8, 2019 if not exercised prior to such date; and

WHEREAS, the Company and Warrant Agent desire to extend the exercise period of the Warrants until June 8, 2020.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Company and Warrant Agent hereby agree that the terms of the Warrant are hereby modified and, to the extent inconsistent with the terms of the Warrant superseded as follows:

1.           Amendment to Warrant Agreement. In accordance with Section 3(b) of the Warrant Agreement, the Expiration Date for the Warrants is hereby extended to June 8, 2020.

2.           Capitalized Terms. Capitalized terms herein shall have the meanings ascribed to them in the Warrant Agreement, except as otherwise expressly provided in this Amendment.

3.           Effect of Amendment. Except and to the extent modified by this Amendment, the provisions of the Warrant Agreement shall remain in full force and effect and are hereby incorporated into and made a part of this Amendment as if fully stated herein.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Company and Warrant Agent have caused this Amendment to be executed as of the Effective Date. 

Signature Page To Amendment No. 1 to Warrant Agreement