UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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SENSUS HEALTHCARE, INC.
FORM 8-K
CURRENT REPORT
Item 1.01 Entry into a Material Definitive Agreement.
On February 25, 2022, Sensus Healthcare, Inc. (the “Company”) entered into a definitive agreement to sell the intellectual property, tangible, and intangible assets comprising its SculpturaTM product (the “Sculptura Assets”). Additional information regarding this agreement is set forth under Item 2.01 below.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On February 25, 2022, the Company sold the Sculptura Assets pursuant to an Asset Purchase Agreement between the Company and Empyrean Medical Systems, Inc. (the “Buyer”), dated as of February 25, 2022 (the “Agreement”). The Buyer paid a purchase price of $15,000,000 in cash and agreed to assume certain liabilities relating to the Sculptura Assets. For additional information concerning the transaction, reference is made to the Agreement, which is filed as an exhibit to this Current Report on Form 8-K and is incorporated by reference herein.
The President and Chief Executive Officer of the Buyer, Kalman Fishman, previously served as an executive officer of the Company, resigning in December 2019. The Company does not regard this as constituting a “material relationship” with the Buyer of the type referred to in Item 2.01(c) of Form 8-K, and the purchase price was negotiated on an arm’s-length basis.
Item 9.01 Financial Statements and Exhibits.
Pro forma financial information. Not applicable.
Exhibits. The Agreement is being filed as an exhibit to this Current Report on Form 8-K and is incorporated by reference herein.
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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.
| SENSUS HEALTHCARE, INC. | ||
| Date: March 3, 2022 | By: | /s/ Javier Rampolla |
| Javier Rampolla | ||
| Chief Financial Officer | ||
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EXHIBIT INDEX
| Exhibit Number |
Description | |
| 2.1 | Asset Purchase Agreement between Sensus Healthcare, Inc. and Empyrean Medical Systems, Inc., dated as of February 25, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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