[Form 8-K Filing](index=1&type=section&id=Form%208-K) This Form 8-K details the company's financial condition, regulatory disclosures, forward-looking statements, and accompanying exhibits [Item 2.02 Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02.%20Results%20of%20Operations%20and%20Financial%20Condition.) This section states that the disclosure regarding the company's results of operations and financial condition is incorporated by reference from the information provided under Item 7.01 of the same report - The disclosure for Item 2.02 is incorporated by reference from the disclosure set forth under Item 7.01 of this Report[7](index=7&type=chunk) [Item 7.01 Regulation FD Disclosure](index=2&type=section&id=Item%207.01.%20Regulation%20FD%20Disclosure.) The company issued a press release on March 31, 2025, detailing 2024 milestones, preliminary financial results, and Q1 2025 revenue guidance, with the information furnished rather than filed - On March 31, 2025, the Company issued a press release to provide a review of significant milestones achieved in 2024[8](index=8&type=chunk) - The press release included preliminary unaudited revenue and net loss for the year ended December 31, 2024, and anticipated revenue for the first quarter of 2025[8](index=8&type=chunk) - The information in this section and the associated press release is deemed "furnished" and not "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, limiting certain legal liabilities[9](index=9&type=chunk) [Forward-Looking Statements](index=2&type=section&id=Forward-Looking%20Statements) This section provides a standard safe harbor warning regarding forward-looking statements, advising investors that actual results may differ due to inherent risks and uncertainties - The report contains forward-looking statements concerning future events and financial performance, which involve known and unknown risks and uncertainties[10](index=10&type=chunk) - Investors are cautioned not to place undue reliance on these statements as actual results may differ materially[10](index=10&type=chunk) - A full description of risks and uncertainties can be found in the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other SEC filings[10](index=10&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=2&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits.) This section lists the exhibits accompanying the Form 8-K, primarily the March 31, 2025 press release and the interactive data file Exhibits Filed | Exhibit No. | Description | | :--- | :--- | | 99.1 | Press Release, dated March 31, 2025 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |

[PART I – FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) The company's unaudited financial statements for September 30, 2024, reflect significant revenue growth but a substantial net loss increase, with all figures subject to restatement pending a reaudit - The company is undergoing a reaudit of its FY2022 and FY2023 financial statements by BDO India LLP, with previously issued statements for these periods and interim 2023/Q1 2024 statements subject to restatement and not to be relied upon[9](index=9&type=chunk)[11](index=11&type=chunk)[12](index=12&type=chunk) - This quarterly report is filed without auditor review to comply with Over-the-Counter Market requirements and will be amended upon audit completion[14](index=14&type=chunk) [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of September 30, 2024, total assets increased to **$37.8 million** while total liabilities more than doubled to **$23.9 million**, leading to a decrease in stockholders' equity Condensed Consolidated Balance Sheet Data (as of Sep 30, 2024 vs. Dec 31, 2023) | Balance Sheet Item | Sep 30, 2024 | Dec 31, 2023 (Restated) | | :--- | :--- | :--- | | **Total Assets** | **$37,811,974** | **$30,825,337** | | Cash and cash equivalents | $220,364 | $2,022,276 | | Inventory | $9,190,414 | $6,327,256 | | **Total Liabilities** | **$23,919,989** | **$11,797,914** | | Total Current Liabilities | $18,941,275 | $8,473,718 | | Notes Payable | $4,950,000 | $0 | | **Total Stockholders' Equity** | **$13,891,985** | **$19,027,423** | [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the three and nine months ended September 30, 2024, revenues significantly increased, but net losses widened substantially due to a massive rise in operating expenses, notably a **$6.6 million** stock compensation expense Operating Results (Nine Months Ended Sep 30) | Metric | 2024 | 2023 (Restated) | | :--- | :--- | :--- | | Total Revenues | $15,025,717 | $4,866,287 | | Gross Profit | $5,419,839 | $751,462 | | Total Operating Expenses | $16,767,142 | $4,185,959 | | Stock Compensation Expense | $6,586,381 | $0 | | Operating Loss | ($11,347,303) | ($3,434,497) | | **Net Loss** | **($11,699,076)** | **($4,060,806)** | | Net loss per share | ($0.07) | ($0.04) | Operating Results (Three Months Ended Sep 30) | Metric | 2024 | 2023 (Restated) | | :--- | :--- | :--- | | Total Revenues | $3,408,706 | $1,779,602 | | Gross Profit | $1,302,677 | $16,124 | | Total Operating Expenses | $7,238,746 | $785,946 | | Stock Compensation Expense | $3,337,465 | $0 | | Operating Loss | ($5,936,069) | ($769,822) | | **Net Loss** | **($6,119,381)** | **($1,222,340)** | | Net loss per share | ($0.04) | ($0.01) | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the nine months ended September 30, 2024, net cash used in operating activities improved to **$5.5 million**, while financing activities provided **$6.0 million**, resulting in an overall cash decrease of **$1.2 million** Cash Flow Summary (Nine Months Ended Sep 30) | Cash Flow Activity | 2024 | 2023 (Restated) | | :--- | :--- | :--- | | Net cash used in operating activities | ($5,474,776) | ($12,128,972) | | Net cash used in investing activities | ($1,655,495) | $629,247 | | Net cash provided by financing activities | $6,019,381 | $23,043,941 | | **Net change in cash** | **($1,110,890)** | **$11,544,216** | [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail significant events, accounting policies, and financial breakdowns, including the reverse merger, going concern assumption, new debt financing, related-party transactions, and a subsequent legal proceeding - The company has a working capital surplus of **$7.7 million** but an accumulated deficit of **$41.9 million** as of September 30, 2024, with management asserting going concern based on product sales and recent fundraising[34](index=34&type=chunk)[35](index=35&type=chunk)[36](index=36&type=chunk) - In 2024, the company raised **$4.95 million** in short-term funds, including **$2.5 million** from a related party controlled by the CEO[38](index=38&type=chunk)[39](index=39&type=chunk)[101](index=101&type=chunk) - A legal proceeding was initiated in April 2024 against a downstream subsidiary by an ex-shareholder claiming a **9%** interest, with the company believing the outcome will be favorable and having an indemnification agreement with the CEO[123](index=123&type=chunk)[169](index=169&type=chunk)[170](index=170&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses increased sales of its SSi Mantra system, noting significant revenue growth for 2024, but also a sharp rise in operating expenses, leading to larger net losses and a reliance on uncommitted debt financing for expansion - The company is a commercial-stage surgical robotics firm marketing the SSi Mantra system, aiming to provide an affordable alternative in underserved global regions[124](index=124&type=chunk)[126](index=126&type=chunk) - As of September 30, 2024, **40** SSi Mantra systems have been sold, **5** installed on pay-per-use, and **2** are under clinical evaluation, with over **2,000** procedures performed in India[129](index=129&type=chunk) - Regulatory approvals have been secured in India, Indonesia, Nepal, Guatemala, and Ecuador, with US and EU approvals anticipated in late 2025[128](index=128&type=chunk) [Results of Operations](index=29&type=section&id=Results%20of%20Operations) Revenues for the three and nine months ended September 30, 2024, grew substantially due to increased sales, but escalating operating expenses, including a **$6.6 million** stock compensation expense, led to a widened net loss of **$11.7 million** for the nine-month period Comparison of Revenues (Nine Months Ended Sep 30) | Period | 2024 | 2023 | | :--- | :--- | :--- | | Revenues | $15,025,717 | $4,866,287 | - The increased net loss for both periods in 2024 is primarily due to significant, non-recurring stock compensation expenses of **$3.3 million** and **$6.6 million**, respectively[133](index=133&type=chunk)[138](index=138&type=chunk)[141](index=141&type=chunk) - General & Administrative (G&A) expenses for the nine months ended September 30, 2024, increased to **$7.4 million** from **$3.3 million** due to increased operational scale, staff growth, and expanded marketing efforts[143](index=143&type=chunk)[145](index=145&type=chunk) [Liquidity and Capital Resources](index=32&type=section&id=Liquidity%20and%20Capital%20Resources) The company requires substantial funds for expansion, having raised **$4.95 million** in debt during 2024, but lacks committed funding sources, potentially leading to curtailed expansion or dilutive new investments if further financing is not secured - The company has relied on private debt and equity offerings, raising **$4.95 million** in 2024 through one-year promissory notes, including **$2.5 million** from a related party controlled by the CEO[130](index=130&type=chunk)[149](index=149&type=chunk)[150](index=150&type=chunk) - The company has no committed funding sources and may be forced to curtail expansion plans if adequate financing is not obtained, raising going concern considerations[151](index=151&type=chunk) [Item 3. Quantitative Disclosures About Market Risks](index=34&type=section&id=Item%203.%20Quantitative%20Disclosures%20About%20Market%20Risks) As a "smaller reporting company," the company is exempt from providing quantitative disclosures about market risks - The company is exempt from providing quantitative disclosures about market risks as it qualifies as a "smaller reporting company"[160](index=160&type=chunk) [Item 4. Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) As of September 30, 2024, the CEO and CFO concluded that disclosure controls and procedures were ineffective due to material weaknesses in internal control over financial reporting, prompting remediation efforts including a new ERP system - Management concluded that disclosure controls and procedures and internal control over financial reporting were not effective as of September 30, 2024[163](index=163&type=chunk) - Material weaknesses identified in internal controls include improper U.S. GAAP application, lack of written policies, and insufficient segregation of duties[167](index=167&type=chunk) - Remediation efforts are underway, including enhancing transaction review processes, engaging external experts, and implementing a new ERP system[164](index=164&type=chunk) [PART II – OTHER INFORMATION](index=36&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=36&type=section&id=Item%201.%20Legal%20Proceedings) The company discloses ongoing litigation in the Bahamas involving its subsidiary, Otto Pvt Ltd., where an ex-shareholder claims a **9%** ownership stake, with the CEO providing an indemnification agreement - A lawsuit was filed in the Bahamas against the company's subsidiary, Otto, by an ex-shareholder claiming a **9%** interest, with the CEO filing a counter-action to confirm share cancellation[169](index=169&type=chunk) - The CEO entered into an Indemnification Agreement on October 12, 2024, to cover any claims, damages, and costs arising from this litigation[170](index=170&type=chunk) [Item 1A. Risk Factors](index=36&type=section&id=Item%201A.Risk%20Factors) As a "smaller reporting company," the company is exempt from providing risk factor disclosures - The company is exempt from providing risk factor disclosures in this report as it qualifies as a "smaller reporting company"[171](index=171&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=36&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) In September 2024, the company issued **125,000** shares of common stock in a private transaction to five doctors/proctors in India for their ongoing support in surgeon training and proctoring - The company issued **125,000** shares of common stock to five doctors/proctors in India in a private transaction in September 2024 as consideration for training and proctoring services[172](index=172&type=chunk) [Item 3. Defaults Upon Senior Securities](index=36&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities are reported [Item 4. Mine Safety Disclosures](index=36&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations [Item 5. Other Information](index=36&type=section&id=Item%205.%20Other%20Information) No other material information is reported [Item 6. Exhibits](index=36&type=section&id=Item%206.%20Exhibits) The report includes various exhibits, such as Section 302 and 906 certifications by the CEO and CFO, and Inline XBRL data files

[Preliminary Notes](index=2&type=section&id=Preliminary%20Notes) [Auditor Change and Financial Restatement](index=2&type=section&id=Auditor%20Change%20and%20Financial%20Restatement) The company is restating prior financial statements and filing this Q2 2024 report unaudited due to an auditor change and internal review - The company dismissed its independent auditor, BF Borgers CPA PC, on **May 13, 2024**, after the SEC barred them from practice[9](index=9&type=chunk) - BDO India LLP was engaged as the new auditor on **May 29, 2024**, and is reauditing financial statements for **FY2023 and FY22**[10](index=10&type=chunk)[11](index=11&type=chunk) - An internal review and ongoing reaudit necessitate restatement of financial statements for **FY2022, FY2023, and interim periods through Q1 2024** due to unreliability[12](index=12&type=chunk) - This Form 10-Q for **Q2 2024** is filed without required auditor review and will be amended post-completion[14](index=14&type=chunk) [PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents unaudited condensed consolidated financial statements for Q2 and H1 2024, showing revenue growth, increased net loss, and balance sheet changes, all subject to restatement [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2024, total assets grew to $38.3 million from $30.9 million at year-end 2023, driven by increases in accounts receivable and property, plant, and equipment. Total liabilities rose significantly to $21.3 million from $11.7 million, mainly due to a new $4.45 million in notes payable and a larger bank overdraft. Consequently, total stockholders' equity decreased from $19.2 million to $17.0 million Consolidated Balance Sheet Data (as of June 30, 2024 vs. Dec 31, 2023) | Balance Sheet Item | June 30, 2024 ($) | Dec 31, 2023 (Restated) ($) | | :--- | :--- | :--- | | **Total Assets** | **38,317,405** | **30,945,213** | | Total Current Assets | 22,622,430 | 19,290,319 | | Total Non-Current Assets | 15,694,975 | 11,654,894 | | **Total Liabilities** | **21,334,483** | **11,728,685** | | Total Current Liabilities | 17,725,305 | 7,894,300 | | **Total Stockholders' Equity** | **16,982,922** | **19,216,528** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the second quarter of 2024, revenues increased to $4.4 million from $1.6 million year-over-year, but the net loss widened to $2.9 million from $1.9 million due to higher operating expenses. For the six-month period, revenues grew to $11.6 million from $3.1 million, while the net loss increased to $5.6 million from $2.8 million Statement of Operations Highlights (Q2 & H1 2024 vs 2023) | Metric | Q2 2024 ($) | Q2 2023 ($) | H1 2024 ($) | H1 2023 ($) | | :--- | :--- | :--- | :--- | :--- | | **Total Revenues** | **4,386,051** | **1,575,306** | **11,617,011** | **3,086,685** | | Gross Profit | 1,040,491 | 224,163 | 4,117,163 | 735,339 | | Loss from Operations | (2,767,056) | (1,758,890) | (5,411,234) | (2,664,675) | | **Net Loss** | **(2,931,834)** | **(1,850,423)** | **(5,579,695)** | **(2,838,466)** | | Net Loss Per Share | (0.02) | (0.01) | (0.03) | (0.03) | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2024, the company used $2.1 million in cash from operating activities and $4.1 million in investing activities, primarily for property purchases and long-term receivables. These uses were funded by $6.2 million in cash from financing activities, including $4.45 million from new notes payable and $1.7 million from an increased bank overdraft. The ending cash balance was $7.1 million Cash Flow Summary (Six Months Ended June 30, 2024) | Cash Flow Activity | Amount ($) | | :--- | :--- | | Net cash used in operating activities | (2,094,584) | | Net cash used in investing activities | (4,118,959) | | Net cash provided by financing activities | 6,239,860 | | **Cash at end of period** | **7,074,165** | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's accounting policies, going concern considerations, and specifics on financial statement line items. Key events include the commercial progress with 32 systems sold and 5 on a pay-per-use basis as of June 30, 2024. The company raised $4.45 million in debt during the period to fund operations. A subsequent event note discloses an additional $0.5 million was raised in July 2024. The company's ability to continue as a going concern depends on its ability to raise further capital - The company has an accumulated deficit of **$32.01 million** and a net loss of **$5.57 million** for H1 2024, with its going concern status dependent on securing further funding[31](index=31&type=chunk)[37](index=37&type=chunk) - As of **June 30, 2024**, the company sold **32** surgical robotic systems and installed **5** on a pay-per-use basis, totaling **40** systems including demo units[32](index=32&type=chunk) - In **H1 2024**, the company raised **$4.45 million** through one-year **7%** promissory notes, with **$2.45 million** convertible into common stock at **$4.45 per share**[35](index=35&type=chunk)[70](index=70&type=chunk)[71](index=71&type=chunk) - In **July 2024**, the company raised an additional **$0.5 million** from Sushruta Pvt Ltd. via a one-year **7%** promissory note[99](index=99&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's strategy to democratize surgical robotics, highlighting significant sales growth, increased operating expenses, and the critical need for ongoing capital to fund expansion - The company's strategy focuses on democratizing access to advanced surgical robotics through its affordable **SSi Mantra system**[100](index=100&type=chunk) - Regulatory approvals for the **SSi Mantra system** are secured in India, Indonesia, Nepal, Guatemala, and Ecuador, with **US and EU approvals anticipated in H2 2025**[104](index=104&type=chunk) - As of **June 30, 2024**, the company sold **33 systems** and has an installed network of **40 systems**, with over **1400 procedures** performed in India[105](index=105&type=chunk) - The company requires substantial funds for expansion, having raised **$4.45 million** in notes in **H1 2024** and filed a Form S-1, but the lack of committed funding raises substantial doubt about its going concern ability[117](index=117&type=chunk)[118](index=118&type=chunk)[120](index=120&type=chunk) [Results of Operations](index=22&type=section&id=Results%20of%20Operations) Comparing the three and six months ended June 30, 2024, to the same periods in 2023, revenues showed strong growth due to increased sales of surgical robotic systems. However, net losses also widened significantly, driven by a substantial increase in Selling, General, and Administrative (SG&A) expenses related to higher manpower, marketing, and business promotion costs to support expansion Financial Performance Comparison (YoY) | Metric | Q2 2024 ($) | Q2 2023 ($) | H1 2024 ($) | H1 2023 ($) | | :--- | :--- | :--- | :--- | :--- | | **Revenues** | **4,386,051** | **1,575,306** | **11,617,011** | **3,086,685** | | SG&A Expenses | 3,777,479 | 1,983,053 | 9,102,278 | 3,400,013 | | **Net Loss** | **(2,931,834)** | **(1,850,423)** | **(5,579,695)** | **(2,838,466)** | [Liquidity and Capital Resources](index=23&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is strained, relying on recently raised capital to fund operations. In the first half of 2024, it raised $4.45 million through convertible and promissory notes. An additional $0.5 million was raised in July 2024. Despite these efforts, the company has no committed long-term funding sources, and its ability to secure future financing is critical for its survival and expansion plans - In **February 2024**, the company raised **$2.45 million** through **7%** one-year convertible promissory notes[118](index=118&type=chunk) - In **April 2024**, the company raised **$2.0 million** from Sushruta Pvt Ltd. via **7%** one-year promissory notes, with an additional **$0.5 million** raised in **July 2024**[119](index=119&type=chunk) - Management indicates that inability to obtain additional financing may force curtailment of operations, raising substantial doubt about its going concern ability[120](index=120&type=chunk) [Quantitative Disclosures About Market Risks](index=25&type=section&id=Item%203.%20Quantitative%20Disclosures%20About%20Market%20Risks) The company is not required to provide this information as it qualifies as a "smaller reporting company" - As a **"smaller reporting company,"** SS Innovations International, Inc. is exempt from providing quantitative disclosures about market risks[131](index=131&type=chunk) [Controls and Procedures](index=25&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of June 30, 2024, due to documentation and segregation issues, with remediation efforts underway including ERP implementation - The CEO and CFO concluded that the company's disclosure controls and procedures were **not effective** as of **June 30, 2024**[132](index=132&type=chunk) - Identified control deficiencies include insufficient written documentation for internal control policies and incomplete segregation of duties in accounting[136](index=136&type=chunk) - Remediation efforts are underway, including implementing a new **ERP system** at its Indian operating subsidiary[133](index=133&type=chunk) [PART II - OTHER INFORMATION](index=26&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Legal Proceedings](index=26&type=section&id=Item%201.%20Legal%20Proceedings) No new legal proceedings are reported beyond prior disclosures, though the company may face litigation in the ordinary course of business - No legal proceedings are currently pending or threatened against the company, other than those previously reported[138](index=138&type=chunk) [Risk Factors](index=26&type=section&id=Item%201A.%20Risk%20Factors) The company is not required to provide this information as it qualifies as a "smaller reporting company" - As a **"smaller reporting company,"** the company is not required to provide risk factor disclosures in its Form 10-Q[139](index=139&type=chunk) [Other Part II Items](index=26&type=section&id=Other%20Part%20II%20Items) The company reported no unregistered equity sales, no defaults on senior securities, and no other disclosures under Item 5 for the quarter - Item 2: No unregistered sales of equity securities - Item 3: No defaults upon senior securities - Item 5: No other information to report

[PART I – FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) Q1 2024 financial statements show increased assets and liabilities, **$6.85 million** revenue, a **$2.8 million** net loss, filed without auditor review due to auditor dismissal - The company filed this quarterly report without the required auditor review because its independent registered public accounting firm, **BF Borgers CPA PC**, was barred by the SEC on **May 3, 2024** The company dismissed Borgers on **May 13, 2024**, and will amend the report after engaging a new firm and completing the review[9](index=9&type=chunk) [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2024, total assets increased to **$31.0 million**, liabilities to **$17.5 million**, and equity slightly decreased Condensed Consolidated Balance Sheet Data (in USD) | Balance Sheet Item | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Total Current Assets** | $19,786,958 | $18,382,700 | | **Total Assets** | $31,045,225 | $25,479,086 | | **Total Current Liabilities** | $15,663,238 | $9,270,670 | | **Total Liabilities** | $17,509,627 | $11,181,102 | | **Total Stockholders' Equity** | $13,535,597 | $14,297,984 | [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q1 2024 revenues surged to **$6.85 million**, gross profit reached **$2.98 million**, resulting in a **$2.80 million** net loss Statement of Operations Summary (Three months ended March 31, in USD) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | **Total Revenues** | $6,851,058 | $1,511,379 | | **Gross Profit** | $2,977,720 | $511,175 | | **Operating Loss** | $(2,718,177) | $(2,962,852) | | **Net Loss** | $(2,798,448) | $(2,992,362) | | **Net Loss Per Share** | $(0.02) | $(0.05) | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Q1 2024 cash flows show positive operating cash, significant investing outflows, and financing inflows, resulting in a net cash decrease Cash Flow Summary (Three months ended March 31, in USD) | Cash Flow Activity | 2024 | 2023 | | :--- | :--- | :--- | | **Net Cash from Operating Activities** | $1,338,218 | $(173,553) | | **Net Cash Used in Investing Activities** | $(4,207,606) | $(2,000,000) | | **Net Cash from Financing Activities** | $2,739,507 | $1,433,828 | | **Net Change in Cash** | $(129,881) | $(739,724) | [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail 'going concern' status, **$4.1 million** working capital surplus, **$38.1 million** accumulated deficit, Q1 2024 sales of **8** systems, and recent capital raises - The company acknowledges a 'going concern' risk, citing a net loss of **$2.8 million** for Q1 2024 and an accumulated deficit of **$38.1 million**, despite having a working capital surplus of **$4.1 million** Management is focused on raising further funding to scale operations[23](index=23&type=chunk)[24](index=24&type=chunk)[29](index=29&type=chunk) - In Q1 2024, the company sold **8** surgical robotic systems, bringing the total systems sold to **23** Additionally, it has installed **5** systems on a pay-per-use basis, **3** for clinical evaluation, and **1** at Johns Hopkins for training, totaling **32** systems in its network[26](index=26&type=chunk) - In February 2024, the company raised **$2.45 million** by issuing **7%** One-Year Convertible Promissory Notes, convertible at **$4.45** per share This included a **$1 million** investment from a holding company owned by the CEO[27](index=27&type=chunk)[59](index=59&type=chunk)[81](index=81&type=chunk) - As a subsequent event, the company raised an additional **$2.0 million** in April 2024 from Sushruta Pvt Ltd through two one-year **7%** promissory notes to meet working capital needs[82](index=82&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2024 revenue surge to **$6.85 million**, increased operating expenses, a **$2.8 million** net loss, recent capital raises, and ongoing 'going concern' risks - The company is a commercial-stage surgical robotics company focused on making its SSi Mantra system accessible in underserved regions As of March 31, 2024, it has a network of **32** systems installed (**23** sold, **5** pay-per-use, **3** for evaluation, **1** for research), with over **1000** procedures performed[83](index=83&type=chunk)[85](index=85&type=chunk)[86](index=86&type=chunk) Results of Operations Comparison (Three months ended March 31, in USD) | Metric | 2024 | 2023 | Change | | :--- | :--- | :--- | :--- | | **Revenues** | $6,851,058 | $1,511,379 | +353% | | **Salary & Payroll Expense** | $674,436 | $357,674 | +89% | | **SG&A Expenses** | $2,611,019 | $1,490,414 | +75% | | **Net Loss** | $(2,798,448) | $(2,992,362) | -6.5% | - The company raised **$2.45 million** in February 2024 through convertible notes and filed a Registration Statement on Form S-1 for a proposed public offering An additional **$2.0 million** was raised in April 2024[94](index=94&type=chunk)[95](index=95&type=chunk) - Management states that if efforts to raise additional capital are not successful, it would raise substantial doubt about the Company's ability to continue as a going concern, potentially forcing it to curtail operations[96](index=96&type=chunk) [Item 3. Quantitative Disclosures About Market Risks](index=23&type=section&id=Item%203.%20Quantitative%20Disclosures%20About%20Market%20Risks) The company is exempt from providing this information due to its status as a "smaller reporting company" - As a "smaller reporting company," SS Innovations International, Inc. is not required to provide the information for this item[107](index=107&type=chunk) [Item 4. Controls and Procedures](index=23&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls were ineffective as of March 31, 2024, due to documentation and segregation of duties issues, with remediation efforts underway - The Chief Executive Officer and Chief Financial Officer concluded that as of March 31, 2024, the company's disclosure controls and procedures were not effective at a reasonable assurance level[108](index=108&type=chunk) - Identified control deficiencies include: - Lack of written documentation for some internal control policies and procedures - Incomplete segregation of duties within accounting functions[112](index=112&type=chunk) - The company is remediating these weaknesses, including implementing a new ERP system at its Indian operating subsidiary (SSI-India) to integrate business functions[109](index=109&type=chunk) [PART II - OTHER INFORMATION](index=24&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=24&type=section&id=Item%201.%20Legal%20Proceedings) No new legal proceedings are currently pending or threatened against the company beyond those previously disclosed - There are no legal proceedings currently pending or threatened against the company, other than those previously reported in Exchange Act filings[114](index=114&type=chunk) [Item 1A. Risk Factors](index=24&type=section&id=Item%201A.%20Risk%20Factors) The company is exempt from providing this information due to its status as a "smaller reporting company" - As a "smaller reporting company," the company is not required to provide the information for this item[115](index=115&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=24&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities or use of proceeds were reported for the period - None reported for the period[116](index=116&type=chunk) [Item 3. Defaults Upon Senior Securities](index=24&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities were reported by the company - None reported[117](index=117&type=chunk) [Item 4. Mine Safety Disclosures](index=24&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This disclosure item is not applicable to the company's operations - Not applicable[118](index=118&type=chunk) [Item 5. Other Information](index=24&type=section&id=Item%205.%20Other%20Information) No other information was reported by the company for the period - None reported[119](index=119&type=chunk) [Item 6. Exhibits](index=24&type=section&id=Item%206.%20Exhibits) The report includes Section 302 and 906 certifications from the CEO and CFO, along with Inline XBRL data files - Exhibits filed with the report include: - **31.1** & **31.2**: Section 302 Certifications (CEO & CFO) - **32.1** & **32.2**: Section 906 Certifications (CEO & CFO) - **101** Series: Inline XBRL Documents - **104**: Cover Page Interactive Data File[120](index=120&type=chunk)

Part I [Business](index=6&type=section&id=Item%201.%20Business) SS Innovations International, Inc. designs, develops, manufactures, and markets the SSi Mantra Surgical Robotic System, commercially launched in India in August 2022, with 23 systems installed as of December 31, 2023, while pursuing regulatory approvals in the U.S. and E.U - The company designs, manufactures, and markets the SSi Mantra Surgical Robotic System, which was commercially launched in India in August 2022 after receiving regulatory approval[24](index=24&type=chunk)[26](index=26&type=chunk) - As of December 31, 2023, **23 SSi Mantra systems** have been installed: 21 in India, one in Dubai, and one at Johns Hopkins Hospital for research and training purposes[26](index=26&type=chunk) - The company has initiated the regulatory approval process with the U.S. FDA, filing a pre-submission application in January 2024, and is in discussions for CE certification in the European Union[26](index=26&type=chunk) - On April 14, 2023, the company acquired CardioVentures, Inc., which developed the SSi Mantra system, resulting in a change of control with Dr. Sudhir Srivastava becoming the principal stockholder and the company being renamed SS Innovations International, Inc[29](index=29&type=chunk)[31](index=31&type=chunk)[32](index=32&type=chunk) [Products and Technology](index=7&type=section&id=Products%20and%20Technology) The SSi Mantra Surgical Robotic System, the company's core product, includes a surgeon console, modular robotic arm carts, and a vision cart, complemented by reusable 'SSi Mudra' instruments and new instruments and software applications under development - The SSi Mantra system consists of a surgeon console with a 32-inch 4K 3D monitor, modular robotic arm carts (3, 4, or 5-arm configurations), and a vision cart for the surgical team[37](index=37&type=chunk)[38](index=38&type=chunk)[39](index=39&type=chunk) - The company manufactures over **30 reusable 'Mudra' instruments** with wristed joints, motion scaling, and tremor elimination technology, which are sterilizable and have a programmed chip to track usage[42](index=42&type=chunk)[43](index=43&type=chunk) - Products under development include the NADI automated coronary connector, a multi-fire clip applier, an ultrasonic surgical device, and several mixed reality/AI software applications like SSi Maya (XR simulator) and SSi Yog (tele-proctoring)[45](index=45&type=chunk)[46](index=46&type=chunk)[47](index=47&type=chunk) [Strategy and Market Focus](index=10&type=section&id=Strategy%20and%20Market%20Focus) The company's strategy focuses on penetrating underserved markets, starting with India, by offering the SSi Mantra system at approximately one-third the cost of existing systems, targeting large multi-specialty hospitals and leading surgeons, and establishing evaluation and training agreements with major medical facilities - Initial strategy is to focus on underserved markets like India by offering an advanced surgical robotic system at a significantly lower cost (approximately **one-third of existing systems**)[55](index=55&type=chunk) - Marketing efforts target large multi-specialty hospitals and influential 'thought leader' surgeons to build confidence and drive broader adoption[56](index=56&type=chunk)[58](index=58&type=chunk) - The company establishes evaluation, familiarization, and training agreements with major medical facilities, including four hospital networks in India and Johns Hopkins University in the U.S[60](index=60&type=chunk) [The Global Robotic Surgery Market](index=13&type=section&id=The%20Global%20Robotic%20Surgery%20Market) The global surgical robotics market, valued at $8.78 billion in 2023, is projected to grow to $37.5 billion by 2032 at a CAGR of 17.5%, driven by demand for minimally invasive surgery and an aging population, with North America currently dominating but Asia-Pacific showing the highest growth potential Global Surgical Robotics Market Projections | Metric | Value | Period | CAGR | | :--- | :--- | :--- | :--- | | 2023 Market Value | $8.78 billion | 2023 | 17.5% | | 2032 Projected Value | $37.5 billion | 2032 | 17.5% | - Market growth is fueled by demand for minimally invasive procedures, an aging population, and advancements in visualization technologies like 3D imaging and augmented reality[77](index=77&type=chunk)[78](index=78&type=chunk)[79](index=79&type=chunk) - North America held the largest market share in 2022, but the Asia-Pacific region is projected to have the highest growth rate, driven by countries like India and China[87](index=87&type=chunk)[88](index=88&type=chunk) [Intellectual Property](index=17&type=section&id=Intellectual%20Property) The company protects its technology through a portfolio of 33 granted utility patents and 63 pending applications across major jurisdictions, along with 44 granted design patents and 29 granted trademarks in India, all company-owned Utility Patent Portfolio Summary | Status | Count | | :--- | :--- | | Granted Utility Patents | 33 | | Pending Utility Patents | 63 | Design Patent and Trademark Summary | Type | Granted | Pending/Filed | | :--- | :--- | :--- | | Design Patents | 44 | 1 | | Trademark Applications (India) | 29 | 53 (total filed) | - The company's patents cover its MANTRA, MUDRA, and MAYA products across key markets including the USA, Europe, China, India, Japan, and South Korea[109](index=109&type=chunk) [Government Regulation](index=18&type=section&id=Government%20Regulation) The company's products are subject to extensive government regulation, holding ISO 13485 certification and Indian CDSCO approval, while pursuing U.S. FDA 510(k) clearance and EU CE marking under MDR, leveraging existing Indian approvals for marketing in numerous other countries - The company holds ISO 13485 quality management certification and has approval from India's Central Drugs Standard Control Organization (CDSCO) for manufacturing, sales, and export[116](index=116&type=chunk)[121](index=121&type=chunk) - In the U.S., the company has filed a pre-submission application with the FDA and believes its SSi Mantra system will be classified as a Class II device, likely requiring a 510(k) premarket notification[123](index=123&type=chunk)[124](index=124&type=chunk)[126](index=126&type=chunk) - The company is pursuing CE marking in the European Union under the Medical Devices Regulation (MDR) to place its products on the EU market[26](index=26&type=chunk)[138](index=138&type=chunk) [Risk Factors](index=24&type=section&id=Item%201A.%20Risk%20Factors) As a "smaller reporting company," SS Innovations is not required to provide the information for this item - The company is not required to provide risk factor disclosures as it qualifies as a "smaller reporting company" under Exchange Act rules[156](index=156&type=chunk) [Cybersecurity](index=24&type=section&id=Item%201C.%20Cybersecurity) The company maintains cybersecurity policies including continuous monitoring, network security, data encryption, and vendor assessments, with governance involving the management team, IT team, and the board of directors, and has not experienced any material cybersecurity incidents - Cybersecurity policies include continuous monitoring, network security, encryption, and vendor assessments, with the company also having a disaster recovery plan and performing vulnerability scanning[158](index=158&type=chunk) - Oversight of cybersecurity risk is managed by the IT team, management, and the board of directors[159](index=159&type=chunk) - The company reports that it has not experienced a cybersecurity incident that had a material impact on its business, operations, or financial condition[160](index=160&type=chunk) [Properties](index=25&type=section&id=Item%202.%20Properties) The company's principal executive offices and manufacturing facility are located in a leased 51,100 square-foot space in Gurgaon, Delhi NCR, India, under two renewable lease agreements expiring in March 2030 and May 2032 - The company leases a **51,100 square-foot facility** in Gurgaon, Delhi NCR, India, which serves as its headquarters and manufacturing site[161](index=161&type=chunk) [Legal Proceedings](index=25&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in a legal matter inherited from a dispute between Quinn Emmanuel and Avra Surgical Robotics, Inc., resulting in a $296,000 judgment against the company and its COO – Americas, Barry F. Cohen, who has agreed to fully indemnify the company - A judgment of **$296,000 plus interest** was entered against the company in December 2023 related to a legal fee dispute involving a separate, prior company affiliated with an executive[166](index=166&type=chunk) - The executive, Barry F. Cohen, has entered into an Indemnification Agreement to fully cover any damages and costs incurred by the company in this matter[167](index=167&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=26&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock is quoted on the OTCPink market under "SSII" with sporadic trading, and as of the report date, there were 170,724,381 shares outstanding held by 341 record holders, with no dividends paid or planned, and details provided on equity compensation plans and recent unregistered sales - The company's common stock trades on the OTCPink market under the symbol "SSII" with a sporadic and extremely limited trading market[172](index=172&type=chunk) - As of March 21, 2024, there were **170,724,381 shares** of common stock outstanding[7](index=7&type=chunk) - The company has not paid dividends and does not plan to, intending to retain any earnings for business use[174](index=174&type=chunk) Equity Compensation Plan Information | Plan category | Securities to be issued upon exercise | Weighted average exercise price | Securities remaining for future issuance | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by security holders | 12,181,226 shares | $3.692 | 4,891,213 shares | | Equity compensation plans not approved by security holders | 0 shares | – | 0 shares | | Total | 12,181,226 | $0 | 4,891,213 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In its first full year of commercial sales, the company's revenues grew to $5.9 million in 2023 from $1.5 million in 2022, driven by the sale of twelve surgical robotic systems, though the net loss significantly increased to $20.9 million due to a $13.4 million stock compensation expense, with total shareholders' equity turning positive to $14.3 million from a deficit of $2.5 million due to a $17 million debt-to-equity conversion by its principal shareholder, raising substantial doubt about its ability to continue as a going concern without additional financing - The company sold **twelve surgical robotic systems** in 2023, compared to three in 2022, with a total of 23 systems installed by year-end 2023, including those for evaluation and research[183](index=183&type=chunk) Financial Performance (2023 vs. 2022) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Revenues | $5,879,710 | $1,458,315 | | Research & Development | $576,168 | $83,282 | | Stock Compensation Expense | $13,425,319 | $1,135,468 | | Net Loss | ($20,941,972) | ($5,601,504) | - The significant increase in net loss in 2023 was primarily driven by a large non-cash stock compensation expense of **$13.4 million**[190](index=190&type=chunk)[194](index=194&type=chunk) - The company's principal shareholder, through Sushruta Pvt Ltd., converted **$16.98 million of debt** into 22.9 million shares of common stock, significantly improving the company's working capital and equity position[196](index=196&type=chunk) [Controls and Procedures](index=32&type=section&id=Item%209A.%20Controls%20And%20Procedures) Management concluded that as of December 31, 2023, the company's disclosure controls and procedures were not effective due to two material weaknesses: a lack of written documentation for internal control policies and insufficient segregation of duties within accounting functions, with remediation efforts underway including a new ERP system implementation - The CEO and CFO concluded that as of December 31, 2023, disclosure controls and procedures were not effective at a reasonable assurance level[212](index=212&type=chunk) - Two material weaknesses were identified: (1) lack of written documentation of internal control policies and (2) insufficient segregation of duties within accounting functions[218](index=218&type=chunk) - Remediation efforts are underway, including the implementation of a new ERP system at its Indian subsidiary to integrate business functions and address the identified weaknesses[213](index=213&type=chunk) Part III [Directors, Executive Officers, and Corporate Governance](index=33&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%2C%20and%20Corporate%20Governance) The report identifies key directors and executive officers, including Chairman & CEO Dr. Sudhir Srivastava and CFO Anup Sethi, and states the company's intent to establish audit, compensation, and nominating committees composed of independent directors, with two current directors determined to be independent - The executive team is led by Dr. Sudhir Srivastava (Chairman & CEO), Anup Sethi (CFO), Dr. Vishwajyoti P. Srivastava (President, COO – South Asia), and Barry F. Cohen (COO – Americas)[220](index=220&type=chunk) - The company plans to establish audit, compensation, and nominating/corporate governance committees[232](index=232&type=chunk) - Two directors, Dr. Mylswamy Annadurai and Dr. S.P. Somashekhar, have been determined to be "independent" under SEC and Nasdaq rules[232](index=232&type=chunk) [Executive Compensation](index=38&type=section&id=Item%2011.%20Executive%20Compensation) For fiscal year 2023, Chairman & CEO Dr. Sudhir Srivastava's total compensation was $3.2 million, including a $600,000 salary and a $2.4 million option award, with other executives receiving salaries and significant equity awards, all under employment agreements for three to five years, and the 2016 Incentive Stock Plan reserving 20,000,000 shares for issuance 2023 Executive Compensation Summary | Name and Principal Position | Salary ($) | Option Awards ($) | Total ($) | | :--- | :--- | :--- | :--- | | Sudhir Srivastava, M.D. (Chairman & CEO) | 600,000 | 2,425,710 | 3,231,702 | | Anup Kumar Sethi (CFO) | 167,197 | 0 | 167,775 | | Vishwajyoti P. Srivastava, M.D. (President & COO – South Asia) | 200,000 | 808,570 | 1,018,193 | | Barry F. Cohen (COO-Americas) | 128,000 | 808,570 | 936,570 | - The company has employment agreements with its executive officers for terms ranging from three to five years, specifying base salaries and other standard provisions[244](index=244&type=chunk)[245](index=245&type=chunk) - The 2016 Incentive Stock Plan has **20,000,000 shares** of common stock reserved for issuance as equity incentives[251](index=251&type=chunk) [Security Ownership of Certain Beneficial Owners and Management](index=41&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of the report date, Dr. Sudhir Srivastava is the principal and controlling shareholder, beneficially owning 71.1% of the outstanding common stock, primarily through Sushruta Pvt. Ltd., including Series A Preferred Shares granting him 51% of the total voting power, with all directors and executive officers as a group owning 76.6% Beneficial Ownership | Name of Beneficial Owner | Percentage of Class (%) | | :--- | :--- | | Sudhir Srivastava, M.D. | 71.1% | | Barry F. Cohen | 5.12% | | All directors and executive officers as a group (6 persons) | 76.6% | | Dr. Frederic H. Moll | 6.02% | - Dr. Sudhir Srivastava holds 1,000 Series A Preferred Shares, which entitle him to **51% of the total voting power** of the company, establishing him as the controlling shareholder[256](index=256&type=chunk)[32](index=32&type=chunk) [Certain Relationships and Related Transactions](index=43&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company has engaged in significant related party transactions, primarily with CEO Dr. Sudhir Srivastava and his holding company, Sushruta Pvt. Ltd., including a $20 million line of credit with $16.98 million converted to equity, a subsequent $1 million investment in convertible notes, and interest-free demand loans, alongside selling two surgical robotic systems to Aster Hospitals Group where a director holds a senior leadership position - Sushruta Pvt. Ltd., a holding company owned by CEO Dr. Sudhir Srivastava, provided a line of credit, converting **$16.98 million** into 22.9 million shares of common stock in 2023[261](index=261&type=chunk) - In February 2024, Sushruta Pvt. Ltd. subscribed to a **$1,000,000 convertible promissory note** with a conversion price of $4.45 per share[262](index=262&type=chunk) - The company sold two surgical robotic systems to Aster Hospitals Group, where company director Dr. SP Somashekhar is a senior executive[264](index=264&type=chunk) [Principal Accounting Fees and Services](index=44&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) The company's independent registered public accounting firm is BF Borgers CPA PC, with aggregate audit fees of $112,500 for 2023, an increase from $68,400 in 2022, and no audit-related or tax fees billed for either year Audit Fees | Year | Audit Fees Billed | | :--- | :--- | | 2023 | $112,500 | | 2022 | $68,400 | Part IV [Exhibits and Financial Statement Schedules](index=45&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists the documents filed as part of the Form 10-K report, including financial statements, articles of incorporation, employment agreements, and CEO/CFO certifications, with financial statement schedules omitted as they are not applicable or included elsewhere - Key exhibits filed with the report include the Amended and Restated Articles of Incorporation, By-Laws, the 2016 Incentive Stock Plan, various employment agreements, and CEO/CFO certifications[276](index=276&type=chunk) Financial Statements [Report of Independent Registered Public Accounting Firm](index=49&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The independent auditor, BF Borgers CPA PC, issued an opinion stating that the consolidated financial statements present fairly the financial position of the company, but included a "Going Concern Matter" paragraph highlighting recurring losses that raise substantial doubt about its ability to continue as a going concern - The auditor's report contains a "Going Concern Matter" paragraph, citing the company's recurring losses from operations as a factor that raises substantial doubt about its ability to continue operating[288](index=288&type=chunk) [Consolidated Financial Statements](index=50&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements for the year ended December 31, 2023, show total assets increased to $25.5 million from $8.7 million, total liabilities remained stable at $11.2 million, leading to a major improvement in stockholders' equity to a surplus of $14.3 million from a $2.5 million deficit, with revenue growth to $5.9 million but a widened net loss of $20.9 million due to non-cash stock compensation Consolidated Balance Sheet Data (as of Dec 31) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Total Assets | $25,479,086 | $8,676,204 | | Total Liabilities | $11,181,102 | $11,136,752 | | Total Stockholders' Equity (Deficit) | $14,297,984 | ($2,460,547) | Consolidated Statement of Operations (for year ended Dec 31) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Revenues | $5,879,710 | $1,458,315 | | Gross Profit | $713,447 | $489,594 | | Total Operating Expenses | $21,381,820 | $6,168,827 | | Net Loss | ($20,941,972) | ($5,601,504) | | Net Loss Per Share | ($0.16) | ($0.14) | [Notes to Consolidated Financial Statements](index=54&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes provide critical context, detailing the April 2023 reverse merger with CardioVentures, elaborating on the 'Going Concern' uncertainty due to recurring losses and reliance on future financing, explaining key accounting policies like ASC 606 revenue recognition which deferred $1.67 million of revenue in 2023, and outlining related party transactions including significant CEO financing and subsequent events like the February 2024 filing of a Form S-1 and raising $2.45 million in convertible notes - The April 2023 merger with CardioVentures was accounted for as a reverse merger and recapitalization, with SS Innovations being the accounting acquirer[316](index=316&type=chunk) - Under ASC 606, **$1,668,146 of system sales revenue** related to warranty was transferred to unrealized deferred revenue as of Dec 31, 2023, increasing the reported net loss for the year[329](index=329&type=chunk) - Subsequent to year-end, in February 2024, the company filed a Form S-1 registration statement and raised **$2.45 million** through the issuance of 7% convertible promissory notes[383](index=383&type=chunk)

[PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) For the nine months ended September 30, 2023, the company reported initial revenues of $4.5 million, a net loss of $4.8 million, and significant balance sheet growth driven by a merger and debt-to-equity conversion [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of September 30, 2023, the company's financial position significantly strengthened, with total assets increasing to $24.1 million and stockholders' equity growing to $15.76 million, primarily due to capital contributions and debt conversion Condensed Consolidated Balance Sheet Data (as of Sep 30, 2023 vs. Dec 31, 2022) | Balance Sheet Item | September 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Total Current Assets** | $19,328,031 | $4,360,042 | | **Total Assets** | $24,058,996 | $4,371,441 | | **Total Current Liabilities** | $8,296,341 | $4,051,229 | | **Total Liabilities** | $8,296,341 | $4,051,229 | | **Total Stockholders' Equity** | $15,762,655 | $320,213 | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The company began generating revenue in 2023, recording $1.43 million for Q3 and $4.52 million for the first nine months, yet net losses widened significantly due to increased operating expenses post-merger Operating Results for the Three Months Ended September 30 | Metric | 2023 | 2022 | | :--- | :--- | :--- | | **Total Revenues** | $1,429,772 | $0 | | **Gross Profit** | $159,844 | $0 | | **Loss from Operations** | ($1,972,462) | ($900,145) | | **Net Loss** | ($1,983,940) | ($790,104) | Operating Results for the Nine Months Ended September 30 | Metric | 2023 | 2022 | | :--- | :--- | :--- | | **Total Revenues** | $4,516,458 | $0 | | **Gross Profit** | $895,182 | $0 | | **Loss from Operations** | ($4,637,136) | ($1,150,632) | | **Net Loss** | ($4,822,406) | ($1,040,525) | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the nine months ended September 30, 2023, cash used in operating and investing activities was offset by $24.0 million from financing, primarily debt conversion, resulting in a $5.2 million increase in cash to $6.6 million Cash Flow Summary for the Nine Months Ended September 30 | Cash Flow Activity | 2023 | 2022 | | :--- | :--- | :--- | | **Net cash used in operating activities** | ($13,831,054) | ($303,711) | | **Net cash used in investing activities** | ($4,946,786) | $0 | | **Net cash provided by financing activities** | $24,022,701 | $412,080 | | **Net change in cash** | $5,244,861 | $108,369 | | **Cash at end of period** | $6,596,224 | $514,143 | [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's transformation post-merger with CardioVentures, the commercial launch of its 'SSI Mantra' system, the $16.98 million debt-to-equity conversion, and the deferral of $1.36 million in warranty revenue under ASC 606 - On **April 14, 2023**, the company merged with CardioVentures, Inc., resulting in a 'change in control', a name change to 'SS Innovations International, Inc.', and a one-for-ten reverse stock split[21](index=21&type=chunk)[59](index=59&type=chunk) - The company commercially launched its 'SSI Mantra' surgical robotic system in late 2022 and has sold **twelve systems** as of **September 30, 2023**, including its first export sale to Dubai[24](index=24&type=chunk) - A convertible promissory note with Sushruta Pvt Ltd. (SPL), a holding company of the CEO, allowed for up to **$20 million** in advances, with **$16,980,000** converted into **22,945,946 shares** of common stock at **$0.74 per share** on **September 27, 2023**[25](index=25&type=chunk)[56](index=56&type=chunk)[70](index=70&type=chunk) - Due to the application of ASC 606, **$1,355,448** in revenue attributable to warranties was deferred for recognition over the period to which it relates, reducing reported revenue for the nine-month period[41](index=41&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's transition to a commercial-stage medical robotics firm, reporting initial revenues of $4.5 million and a net loss of $4.8 million for the nine months ended September 30, 2023, while liquidity improved significantly due to a $17.0 million debt-to-equity conversion [Results of Operations](index=20&type=section&id=Results%20of%20Operations) Commercial sales of the 'SSI Mantra' system generated $1.43 million in Q3 2023 and $4.52 million for the first nine months, but increased operating expenses led to a higher net loss of $4.8 million for the nine-month period - In **Q3 2023**, the company sold **3 surgical robotic systems** and installed **two additional systems** on a pay-per-use basis[92](index=92&type=chunk) Comparison of Nine Months Ended September 30 (2023 vs. 2022) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | **Revenues** | $4,516,458 | $0 | | **Salaries, Payroll & Compensation Expense** | $3,886,197 | $819,732 | | **General & Administrative Expenses** | $1,646,121 | $330,900 | | **Net Loss** | ($4,822,406) | ($1,040,525) | [Liquidity and Capital Resources](index=22&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity significantly improved in Q3 2023, with a $16.98 million debt-to-equity conversion boosting stockholders' equity to $15.76 million and creating an $11.03 million working capital surplus, though substantial future funding is still required - A convertible note with the CEO's holding company, SPL, was fully converted into equity, with **$16,980,000** in advances converted into **22,945,946 shares** at **$0.74 per share** on **September 27, 2023**[101](index=101&type=chunk) - As of **September 30, 2023**, the company had stockholders' equity of **$15.76 million** and a working capital surplus of **$11.03 million**, a significant improvement from a working capital deficit of **$2.88 million** at the end of Q2 2023[102](index=102&type=chunk) - Management states that while successful in raising funds to date, there are no committed future funding sources, raising substantial doubt about the company's ability to continue as a going concern without new financing[103](index=103&type=chunk) [Quantitative Disclosures About Market Risks](index=24&type=section&id=Item%203.%20Quantitative%20Disclosures%20About%20Market%20Risks) The company is not required to provide this information as it qualifies as a "smaller reporting company" - As a "smaller reporting company," the company is not required to provide the information required by this Item[115](index=115&type=chunk) [Controls and Procedures](index=24&type=section&id=Item%204.%20Controls%20and%20Procedures) As of September 30, 2023, management concluded that disclosure controls and procedures were ineffective due to previously identified material weaknesses, with remediation efforts underway including a new CFO appointment - The Chief Executive Officer and Chief Financial Officer concluded that as of **September 30, 2023**, the company's disclosure controls and procedures were not effective at a reasonable assurance level[116](index=116&type=chunk) - The ineffectiveness is attributed to material weaknesses identified in the **2022 Form 10-K**, with remediation efforts commencing, including the appointment of a new CFO and utilization of SSI-India's financial staff[116](index=116&type=chunk) [PART II - OTHER INFORMATION](index=25&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Legal Proceedings](index=25&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no material legal proceedings - Not Applicable[121](index=121&type=chunk) [Risk Factors](index=25&type=section&id=Item%201A.%20Risk%20Factors) As a "smaller reporting company," the company is not required to provide this information - As a "smaller reporting company," the company is not required to provide the information required by this Item[122](index=122&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=25&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities during the period - None[123](index=123&type=chunk) [Other Information](index=25&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None[126](index=126&type=chunk) [Exhibits](index=25&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the report, including CEO and CFO certifications under Sections 302 and 906 of the Sarbanes-Oxley Act, and Inline XBRL data files - Exhibits filed include Section 302 and 906 certifications by the CEO and CFO, and various Inline XBRL documents[127](index=127&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 333-216054 SS INNOVATIONS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Florida 47-3478854 (State or Other Jurisdiction of Incorporation or Organiza ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 Commission file number: 333-216054 or SS INNOVATIONS INTERNATIONAL, INC. ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Exact name of registrant as specified in its charter) Florida 47-3478854 (State or Other Jurisdiction of (I.R.S. Employer Incorpo ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Commission file number: 333-216054 AVRA MEDICAL ROBOTICS, INC (Exact name of registrant as specified in its charter) | Florida | 47-3478854 | | --- | --- | | (State or Other Jurisdiction of | (I.R.S. Employer | | Incorporation or Organization) | Identification No.) | 3259 Progress Drive, Suite ...