Our File Number: 41163.00001
Writer’s Direct Dial Number: (954) 462-2000
Writer’s Direct Fax Number: (954) 888-2033
Writer’s E-Mail Address: dscileppi@gunster.com
March 24, 2016
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-4561
Attn: Amanda Ravitz, Assistant Director
| Re: | Sensus Healthcare, Inc. |
| Amendment No. 1 to the Registration Statement on Form S-1 | |
| Filed March 10, 2016 | |
| File No. 333-209451 |
Dear Ms. Ravitz:
On behalf of Sensus Healthcare, Inc. (the “Company”) we hereby respond to the verbal comments by the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission as provided on March 18, 2016 regarding Amendment No. 1 (the “Amendment”) to the Company’s Registration Statement on Form S-1 (Registration No. 333-209451)filed on March 10, 2016(the “Registration Statement”).
For reference purposes, the verbal comments have been reproduced herein with a response below such comment. For your convenience, we have italicized the reproduced verbal comments.
| 1. | We note your revisions to Page 81, as well as other places in the Registration Statement, detailing a potential grant of restricted stock immediately after pricing of your offering. Please give consideration as to whether any additional disclosure is necessary in the beneficial ownership table or with regard to related party transactions. |
RESPONSE:We acknowledge the Staff’s comment and the beneficial ownership table and related party transaction disclosure in Amendment No. 2 to the Registration Statement to provide additional disclosure as of the nature and effect of these grants. These changes are indicated in Appendix A to this letter.
Las Olas Centre, Suite 1400, 450 East Las Olas Boulevard· Fort Lauderdale, FL 33301-4206 | 954-462-2000 | Fax: 954-523-1722 | www.gunster.com
BOCA RATON· FORT LAUDERDALE· JACKSONVILLE· KEY LARGO· MIAMI· orlando· PALM BEACH· STUART· TALLAHASSEE· tampa· VERO BEACH· WEST PALM BEACh· Winter Park
U.S. Securities and Exchange Commission
March 24, 2016
Page 2
| 2. | Please file the executed legal opinion as Exhibit 5.1. In the executed legal opinion, please ask your counsel to note that it has reviewed “such other documents that they deemed necessary” and to strike the language contained in (ii) of the documents reviewed section of their opinion. |
RESPONSE:A revised executed legal opinion will be filed.
We are available to discuss any of the Company’s responses with you at your convenience. Should you have any questions or want to discuss these matters further, please contact me at (954) 713-6433.
| Very truly yours, | |
| /s/ David C. Scileppi | |
| David C. Scileppi |
| cc: | Daniel Morris, U.S. Securities and Exchange Commission |
| Eric Atallah, U.S. Securities and Exchange Commission | |
| Geoff Kruczek, U.S. Securities and Exchange Commission | |
| Jay Webb, U.S. Securities and Exchange Commission | |
| Joseph C. Sardano, Chief Executive Officer, Sensus Healthcare, Inc. | |
| Arthur Levine, Chief Financial Officer, Sensus Healthcare, Inc. | |
| Ivan Blumenthal, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. | |
| Merav Gershtenman, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. | |
| John Gabriel, Marcum LLP | |
| Patrick O’Brien, Marcum LLP | |
| Robert B. Lamm, Gunster | |
| Gustav L. Schmidt, Gunster |
Appendix A
