As
filed with the Securities and Exchange Commission on August 15, 2025. Registration No. 333-
| |
United
states
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
|
Form
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Sensus
Healthcare, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
| Delaware |
|
27-1647271 |
| (State
of incorporation) |
|
(I.R.S.
Employer Identification Number) |
851
Broken Sound Pkwy. NW #215
Boca
Raton, FL 33487
(Address
of Principal Executive Offices)
2017
Incentive Plan
(Full
Title of Plan)
Javier
Rampolla
Chief Financial Officer
Sensus Healthcare, Inc.
851 Broken Sound Pkwy. NW #215
Boca Raton, Florida 33487
(561) 922-5808
(Name,
Address and Telephone Number, Including Area Code, of Agent for Service) |
|
Copy
To:
Robert
B. Lamm, Esq.
Gunster, Yoakley & Stewart, P.A.
6855 Technology Way
Suite
630
Boca Raton, Florida 33431
(954) 462-2000
|
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 “accelerated filer,” “large 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 7(a)(2)(B) of the Securities Act.
☐
EXPLANATORY
NOTE
This
Registration Statement on Form S-8 is being filed for the purpose of registering an additional 1,500,000 shares of the Common
Stock of Sensus Healthcare, Inc. (the “Company”) that may be issued pursuant to the Company’s 2017 Incentive
Plan, as amended and restated (the “Plan”). The Company initially registered 500,000 shares of Common Stock for issuance
under the Plan on a Registration Statement on Form S-8 (File No. 333-221372) (the “Initial Registration Statement”),
filed with the Securities and Exchange Commission (the “Commission”) on November 6, 2017, and subsequently registered
250,000 additional shares of Common Stock for issuance under the Plan on a Registration Statement on Form S-8 (File No. 333- 273922)
(together with the Initial Registration Statement, the “Existing Registration Statements”), filed with the Commission
on August 11, 2023. In accordance with Section E of the General Instructions to Form S-8, the contents of the Existing Registration
Statements are incorporated by reference herein, except that the provisions contained in Part II of each of the Existing Registration
Statements are modified as set forth herein.
PART
II
Information
Required in the Registration Statement
Item
6. Indemnification of Directors and Officers.
Section
145(a) of the Delaware General Corporation Law (the “DGCL”) provides that a Delaware corporation may indemnify any
person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason
of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and
in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.
Section
145(b) of the DGCL provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including
attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action
or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests
of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation, unless and only to the extent that the Court of Chancery or the court
in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view
of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper.
Further
subsections of the DGCL Section 145 provide that:
| ■ | to
the extent a present or former director or officer of a corporation has been successful
on the merits or otherwise in the defense of any action, suit or proceeding referred
to in subsections (a) and (b) of Section 145 or in the defense of any claim, issue or
matter therein, such person shall be indemnified against expenses, including attorneys’
fees, actually and reasonably incurred by such person in connection therewith; |
| ■ | the
indemnification and advancement of expenses provided for pursuant to Section 145 shall
not be deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders
or disinterested directors or otherwise; and |
| ■ | the
corporation shall have the power to purchase and maintain insurance of behalf of any
person who is or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against such person and incurred by such person in any
such capacity, or arising out of such person’s status as such, whether or not the
corporation would have the power to indemnify such person against such liability under
Section 145. |
The
term “proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether or not by or in
the right of the Corporation, and whether civil, criminal, administrative, investigative or otherwise.
Section
145 of the DGCL makes provision for the indemnification of such individuals in terms sufficiently broad to indemnify them under
certain circumstances from liabilities (including reimbursement for expenses incurred) arising under the Securities Act. The Company
may, in its discretion, similarly such individuals, including its employees, agents, executive officers, and directors.
The
certificate of incorporation and bylaws of the Company provide that, to the fullest extent and under the circumstances permitted
by Section 145 of the DGCL, the Company will indemnify directors and officers from and against any and all of the expenses, liabilities
or other maters referred to in Section 145 of the DGCL. Under Section 102(b)(7) of the DGCL, a corporation may relieve its directors
and certain officers from personal liability to such corporation or its stockholders for monetary damages for breaches of their
fiduciary duties, except as specified in such section. The Company’s certificate of incorporation relieves its directors
and officers from personal liability to the Company or its stockholders for a breach of their fiduciary duties in accordance with
such section.
The
Company maintains insurance on behalf of any person who is or was a director or officer against any loss arising from any claim
asserted against him or her and incurred by him or her in any such capacity, subject to certain exclusions.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or controlling
persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
Item
8. Exhibits.
The
exhibits listed below in the “Exhibit Index” are part of this Registration Statement on Form S-8 and are numbered
in accordance with Item 601 of Regulation S-K.
SIGNATURES
Pursuant
to the requirements of the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of Boca Raton, State of Florida, on the August 15, 2025.
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SENSUS HEALTHCARE, INC. |
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By: |
/s/ Joseph
C. Sardano |
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|
Joseph C. Sardano |
|
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|
Chief Executive Officer |
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|
(Principal Executive Officer) |
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POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Joseph
C. Sardano, Javier Rampolla and Michael J. Sardano and each of them, his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities
to sign any and all amendments (including post-effective amendments) to the registration statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite
or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that
each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
| Signature |
|
Title |
|
Date |
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|
|
|
/s/
Joseph C. Sardano
|
|
Chief
Executive Officer
|
|
|
| Joseph C. Sardano |
|
(Principal Executive
Officer), Director |
|
August
15, 2025 |
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Chief
Financial Officer
|
|
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| /s/ Javier
Rampolla |
|
(Principal Financial
Officer and Principal |
|
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| Javier Rampolla |
|
Accounting Officer) |
|
August
15, 2025 |
| |
|
|
|
|
/s/
Megan Cornish
|
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Director
|
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August
15, 2025 |
| Megan Cornish |
|
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/s/
William McCall
|
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Director
|
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August
15, 2025 |
| William McCall |
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/s/
Anthony B. Petrelli
|
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Director
|
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August
15, 2025 |
| Anthony B. Petrelli |
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|
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|
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/s/
Michael J. Sardano
|
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Director
|
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August
15, 2025 |
| Michael J. Sardano |
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EXHIBIT
INDEX
| 4.1
|
Amended
and Restated Certificate of Incorporation of Sensus Healthcare, Inc. - incorporated herein by reference to Exhibit 3.1 to
the Company’s Quarterly Report on Form 10-Q (filed 8/13/2024)(No. 333-209451). |
| 4.2
|
Bylaws
of Sensus Healthcare, Inc. - incorporated herein by reference to Exhibit 3.2 of the Registrant’s Amendment
No. 1 to Registration Statement on Form S-1 (filed 2/10/16) (No. 333-209451). |
| 5.1* |
Opinion of Gunster, Yoakley & Stewart, P.A. |
| 23.1* |
Consent of Marcum LLP. |
| 23.2* |
Consent of Berkowitz Pollack Brant Advisors + CPAs. |
| 23.2 |
Consent of Gunster, Yoakley & Stewart, P.A. (contained in Exhibit 5.1). |
| 24.1 |
Power of Attorney (included on signature page). |
| 99.1 |
2017
Incentive Plan, as amended and restated as of May 27, 2025 – incorporated herein by reference to Appendix
A of the Registrant’s Definitive Proxy Statement on Form DEF 14A (filed 4/29/2025) (No. 001-37714). |
| 99.2 |
Form
of Restricted Stock Award Agreement incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement
on Form S-8 (filed 11/6/17)(No. 333-221372). |
| 107* |
Filing Fee Table |
| *
Filed herewith |
