UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 30, 2025

SS INNOVATIONS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Florida		000-56608		47-3478854
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

405, 3^rd Floor, iLabs Info Technology Centre

Udyog Vihar, Phase III

Gurugram, Haryana India

122016

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: +91 73375 53469

(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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each Class		Trading Symbol		Name of each exchange on which registered
Common Stock		SSII		The Nasdaq Stock Market LLC

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. ☐

As used in this Current Report on Form 8-K (this “Current Report”), the terms “SSi,” “the Company,” “we,” “us” and “our” refer to SS Innovations International, Inc. and its subsidiaries.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Chief Financial Officer Transition

On April 2, 2025, we issued a press release announcing that pursuant to a planned leadership transition, Anup Sethi stepped down as the Company’s Chief Financial Officer effective April 30, 2025, and Arvind Palaniappan joined the Company as its Interim Chief Financial Officer, effective May 1, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report.

Since 2018, Mr. Sethi, has been with Sudhir Srivastava Innovations Pvt. Ltd., our Indian operating subsidiary (“SSI-India”) and became SSi’s Chief Financial Officer following the acquisition by merger of SSI-India in April 2023. During his tenure. Mr. Sethi helped build strong accounting and finance functions for the Company that drove the growth of our business, supported the commercial launch of our SSi Mantra Surgical Robotic System, permitted the implementation of more than 80 surgical robotic systems in India and overseas, and allowed us to transition from a high growth start up to a publicly-traded company. The Company and Mr. Sethi mutually agreed that the milestone of the uplisting of our common stock to Nasdaq on April 25 provided an opportune time to commence the Chief Financial Officer transition. Mr. Sethi will remain available to advise SSi in the transition to a new permanent Chief Financial Officer. We have commenced a search process to identify and recruit a new permanent Chief Financial Officer.

Mr. Palaniappan, 59, who will serve as Interim Chief Financial Officer, is a Chartered Accountant with the Institute of Chartered Accountants, England and Wales. He has over 30 years of experience in accounting and financial management, risk and controls consulting, assurance and compliance and global business outsourcing process delivery. Since February 2020, M. Palaniappan has been the principal of Trogon Consulting (“Trogon”), a private consulting firm providing outsourced chief financial officer and risk management services to private and public clients. From 2006 to 2020, he occupied a number of executive positions, including Managing Director (Senior Operations Executive) for Accenture Solutions in India, where he provided various financial, management and operational oversight services with respect to Accenture Solutions, Indian delivery centers. His prior affiliations included Axis Consulting Services (part of the Ambit – RSM Group) in Bangalore, Intel Technologies India in Bangalore and Arthur Andersen in New Delhi. Mr. Palaniappan holds Bachelors and Masters of Commerce degrees from The Madras Christian College.

The Company and Trogon have entered into a one-year consulting agreement pursuant to which Mr. Palaniappan will provide chief financial officer services to SSi for a fee of approximately US$7,100 per month (based on current Indian Rupee to U.S. Dollar exchange rates). A copy of the consulting agreement is attached as Exhibit 10.1 to this Current Report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Consulting Agreement between SS Innovations International, Inc. and Trogon Consulting
99.1		Press Release, dated May 2, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Dated: May 2, 2025	SS INNOVATIONS INTERNATIONAL, INC.

	By:	/s/ Sudhir Srivastava
		Sudhir Srivastava, M.D.
		Chairman and Chief Executive Officer

Exhibit 10.1

TROGON CONSULTING

GCX Thomas Manor | Richmond Road | Bangalore 560025

April 1, 2025

Sudhir Srivastava Innovations Pvt Ltd.

(SS Innovations Group)

404-405, 3^rd Floor, iLabs Info Technology Centre

Udyog Vihar Phase III

Gurugram (Haryana)

India 122016

Attention: Mr. Anup Sethi

Subject: Contractual arrangement for CFO services

Dear Mr Sethi,

Thank you for discussing with us the requirements of our subject engagement. This Engagement Letter documents our mutual understanding of the arrangements between SS Innovations Group ‘SSI’ or ‘the Company’) and Trogon Consulting (“Trogon”) having its registered office at GCX, Thomas Mannor, Richmond Road represented by Arvind Palaniappan for the services described herein. Both Company and Trogon are individually referred to as “Party” and collectively as “Parties”.

Scope of Services and Deliverables

SS Innovations Group has a requirement for the services of a Chief Financial Officer for a period of time to ensure there is oversight of the finance function until such time as a newly recruited CFO joins the Company. Trogon has been approached by management of SSI to provide a resource to fill this interim vacancy.

The scope of work would be as follows:

Providing CFO related service for approximately two days a week for a period of 4-5 months. The CFO related services would include complete gamut of corporate finance, accounting, taxation, audit and compliances functions for SS Innovations Group companies.

Perform the role of a CFO in title for a period of 6-7 months

The commencement dates for (a) and (b) to be discussed and mutually worked out between the Parties. The commencement date for item (a) above would be within the month of April 2025.

Trogon has identified Mr. Arvind Palaniappan as the resource to provide the above services with support from other members of the Trogon team as required. A detailed resume of Mr Arvind Palaniappan is enclosed herewith for your reference and records.

Time Estimate and Fees

We estimate our fees to be as follows for the respective items as given in the scope of work above:

INR 500,000 per month

INR 100,000 per month

TROGON CONSULTING

GCX Thomas Manor | Richmond Road I Bangalore 560025

(The payment of fees as mentioned above would be payable monthly on production of invoice by Trogon and would be subject to GST and deduction of tax at source as per applicable provisions)

If at any point we believe our efforts exceed our estimate we will approach management to discuss the reasons and request a revision of the fee estimate. The payment will be due within 10 business days of receipt of the invoice.

In the event of non- receipt of payment, we retain the right to (a) suspend the performance of our services that may have been commenced prior to receipt of the advance; (b) terminate our services; or (c) withhold issuance of the deliverables. If we elect to suspend our services, such services will not be resumed until our outstanding invoice is paid as agreed. Alternatively, if we elect to terminate our services for non-payment, the Company will be obligated to compensate us for all time expended and to reimburse us for all expenses through the date of termination.

Expenses

Business trips outside the Bangalore region to support the Company’s work must be pre-approved by the Company for reimbursement. Items such as flights and accommodations will be subject for reimbursement with receipts.

Standards of performance and limitation of liability

We will perform our services in conformity with the terms expressly set forth in this Engagement letter, including all applicable professional standards. Accordingly, our services shall be evaluated solely on our substantial conformance with such terms and standards. Any claim of nonconformance must be clearly and convincingly shown.

With respect to the services and this Engagement Letter, in no event shall the liability of Trogon for any claim, including but not limited to Trogon’s own negligence, exceed the fees it receives for the portion of the work giving rise to such liability. This limitation shall not apply to the extent that it is finally determined that any claims, losses or damages are the result of Trogon’s gross negligence or wilful misconduct. In addition, Trogon shall not be liable for any special, consequential, incidental or exemplary damages or loss (nor any lost profits, interest, taxes, penalties, loss of savings or lost business opportunity), even if Trogon was advised in advance of such potential damages.

Further, the Company shall, upon receipt of written notice, indemnify, defend and hold harmless Trogon from and against any liability and damages (including punitive damages), fees, expenses, losses, demands, and costs (including defence costs) associated with any claim arising from or relating to the Company’s knowing misrepresentations, false or incomplete information provided to Trogon, or unauthorized use or disclosure of our report. In the event of any controversy or claim against Trogon arising from or related to the services described herein, Trogon shall be entitled, at its option, to defend itself from such controversy or claim and to participate in any settlement, administrative or judicial proceedings.

TROGON CONSULTING

GCX Thomas Manor | Richmond Road I Bangalore 560025

Term

This arrangement will continue until April 1, 2026 or till such other date beyond April 1, 2026 as is mutually discussed and agreed to between the Parties, in line with the scope detailed previously unless terminated earlier as set forth below.

Trogon agrees that the Company may terminate this arrangement at any time without notice or any further payment if Trogon is in breach of any of the terms of this arrangement.

The Company may terminate this arrangement at any time at its sole discretion, upon providing to Trogon 30 calendar days advance written notice of its intention to do so or payment of fees in lieu thereof.

Trogon may terminate this arrangement at any time at its sole discretion upon providing to the Company 30 calendar days’ notice of Trogon’s intention to do so. Upon receipt of such notice the Company may waive notice in which event this arrangement shall terminate immediately.

Obligations Surviving Termination

All obligations to preserve the Company’s Confidential Information, Intellectual Property and other warranties and representations set forth herein shall survive the termination of this arrangement.

We agree that both Trogon and Mr. Arvind Palaniappan shall collectively execute Company’s standard Non-Disclosure and Foreign Corrupt Practices Act (FCPA) Agreements prior to commencement of their engagement with the Company.

Please confirm your acceptance of this Engagement Letter by signing below and returning one copy to us.

We appreciate the opportunity to work with you and assure you that this engagement will be given our closest attention.

Sincerely Yours,

		Agreed and Accepted by:


Trogon Consulting		SS Innovations Group

Exhibit 99.1

SS Innovations Announces Chief Financial Officer Transition

Fort Lauderdale, FL – May 2, 2025 – SS Innovations International, Inc. (the “Company” or “SS Innovations”) (Nasdaq: SSII), a developer of innovative surgical robotic technologies dedicated to making robotic surgery affordable and accessible to a global population, today announced the appointment of Arvind Palaniappan as the Company’s Interim Chief Financial Officer, effective May 1, 2025, pursuant to a planned leadership transition. Anup Sethi, SS Innovations’ departing CFO, will remain available to advise the Company prior to the appointment of a permanent CFO. SS Innovations has commenced a search process to identify and recruit a permanent successor for the CFO role.

Dr. Sudhir Srivastava, Chairman of the Board and Chief Executive Officer of SS Innovations, commented, “We are pleased to appoint Arvind as the Interim CFO of SS Innovations. He is a seasoned financial and operations executive who brings us a wealth of accounting and financial management experience and expertise. We are confident in a seamless transition of responsibilities.”

Dr. Srivastava continued, “On behalf of the Board of Directors and executive team, I want to thank Anup for his financial leadership and many contributions to SS Innovations over the past seven years, including most recently in the role of CFO. He helped build strong accounting and finance functions that drove the growth of our business, supported the launch of more than 80 surgical robotic systems in India and overseas, and allowed us to transition from a high growth start up to a publicly-traded company. We mutually agreed that the milestone of the uplisting of our common stock to Nasdaq on April 25 provided an opportune time to commence the CFO transition. We are grateful that Anup has agreed to be an advisor during this transition period and wish him all the best in his next endeavors.”

About Mr. Palaniappan

Mr. Palaniappan is a Chartered Accountant with the Institute of Chartered Accountants, England and Wales with over 30 years of experience in accounting and financial management, risk and controls consulting, assurance and compliance and global business outsourcing process delivery. Since February 2020, he has been the principal of Trogon Consulting, a private consulting firm providing outsourced chief financial officer and risk management services to private and public clients. From 2006 to 2020, he occupied a number of executive positions, including Managing Director (Senior Operations Executive) for Accenture Solutions in India, where he provided various financial, management and operational oversight services with respect to Accenture Solutions, Indian delivery centers. His prior affiliations include Axis Consulting Services (part of the Ambit – RSM Group) in Bangalore, Intel Technologies India in Bangalore and Arthur Andersen in New Delhi. Mr. Palaniappan holds Bachelors and Masters of Commerce degrees from The Madras Christian College.

About SS Innovations

SS Innovations International, Inc. (Nasdaq: SSII) develops innovative surgical robotic technologies with a vision to make the benefits of robotic surgery affordable and accessible to a larger segment of the global population. The Company’s product range includes its proprietary “SSi Mantra” surgical robotic system and its comprehensive suite of “SSi Mudra” surgical instruments, which support a variety of surgical procedures including robotic cardiac surgery. An American company headquartered in India, SS Innovations plans to expand the global presence of its technologically advanced, user-friendly, and cost-effective surgical robotic solutions. Visit the Company’s website at ssinnovations.com or LinkedIn for more information and updates.

About the SSi Mantra

The SSi Mantra Surgical Robotic System is a user-friendly, modular, multi-arm system with many advanced technology features, including: 3 to 5 modular robotic arms, an open-faced ergonomic surgeon command center, a large 3D 4K monitor, a touch panel monitor for all patient related information display, a virtual real-time image of the robotic patient side arm carts, and the ability for superimposition of 3D models of diagnostic imaging. A vision cart provides the table-side team with the same magnified 3D 4K view as the surgeon to provide better safety and efficiency. The SSi Mantra utilizes over 40 different types of robotic endo-surgical instruments to support different specialties, including cardiac surgery. The SSi Mantra has been clinically validated in India in more than 100 different types of surgical procedures.

Forward Looking Statements

This press release may contain statements that are not historical facts and are considered forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “assume,” “believe,” “estimate,” “expect,” “will,” “intend,” “may,” “plan,” “project,” “should,” “could,” “seek,” “designed,” “potential,” “forecast,” “target,” “objective,” “goal,” or the negatives of such terms or other similar expressions to identify such forward-looking statements. These statements relate to future events or SS Innovations International’s future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Investor Contact:

The Equity Group

Kalle Ahl, CFA

T: (303) 953-9878

[email protected]

Devin Sullivan, Managing Director

T: (212) 836-9608

[email protected]

Media Contact:

[email protected]

T: (212) 739-0300