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): March 6, 2026

SS INNOVATIONS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Florida		001-42615		47-3478854
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

405, 3rd 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 3.02 Unregistered Sales of Equity Securities.

On March 6, 2026 (the “Closing Date”), the Company completed a private placement of its common stock which generated approximately $18.6 million in gross proceeds, before deducting offering expenses.

In the offering, we offered and sold a total of 5,774,839 shares of common stock consisting of:

●

an aggregate of 1,300,006 shares of common stock at an average price of $4.00 per share for a total of approximately $5.2 million, to Dr. Sudhir Srivastava, our Chairman and Chief Executive Officer (498,753 shares at $4.01 per share for a total of $2.0 million), Dr. Frederic Moll, our Vice Chairman (501,253 shares at $3.99 per share for a total of $2.0 million), and Tim Adams, a director (300,000 shares at $3.99 per share for a total of $1.2 million); and

●

an aggregate of 4,474,833 shares of common stock at $3.00 per share for a total of approximately $13.4 million, to existing and new investors, led by Manipal Global Health Services, an existing shareholder.

SSi intends to use the net proceeds from this financing for working capital and other general corporate purposes, which include, but are not limited to advancing the Company’s growth initiatives in India and other existing global markets, and supporting preparation for entry into the United States and European Union markets.

In connection with a $2.5 million investment by one of the non-affiliated investors in the private placement, the Company will pay a FINRA member firm a cash commission of $175,000 (7% of the investment) and issue to such firm five-year warrants to purchase 41,667 shares of our common stock at an exercise price of $3.45 per share.

The purchase price paid by participating directors and executive officers, reflects the “Minimum Price” as determined under the applicable rules of the Nasdaq Stock Market LLC.

The Company has advised the non-affiliate investors in the private placement that within ninety (90) days of the Closing Date, it will file a Registration Statement on Form S-3 (or other applicable form) under the Securities Act of 1933, as amended (the “Securities Act”), covering the resale of their shares and thereafter will use its commercially reasonable efforts to have the Registration Statement declared effective by the SEC as soon as practicable.

The securities in the private placement were offered and sold in accordance with the exemption from registration afforded by Section 4(a)(2) of and Rule 506(b) of Regulation D under the Securities Act.

On March 9, 2026, we issued a press release announcing completion of the private placement. A copy of the press release is included as Exhibit 99.1 to this Report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated March 9, 2026

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: March 9, 2026	SS INNOVATIONS INTERNATIONAL, INC.

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

Exhibit 99.1

SS Innovations Announces Completion of an $18.6 Million Private Placement to Support Growth Initiatives

Financing led by Certain of the Company’s Directors and Executive Officers

Fort Lauderdale, FL – March 9, 2026 – 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 that on March 6, 2026, the Company completed a private placement of its common stock (the “Private Placement”) which generated approximately $18.6 million in gross proceeds, before deducting offering expenses.

In the offering, the Company offered and sold a total of 5,774,839 shares of common stock consisting of:

●

an aggregate of 1,300,006 shares of common stock at an average price of $4.00 per share, or a total of approximately $5.2 million, to Dr. Sudhir Srivastava, our Chairman and Chief Executive Officer ($2.0 million), Dr. Frederic H. Moll, our Vice-Chairman ($2.0 million), and Tim Adams, a director ($1.197 million); and

●

an aggregate of 4,474,833 shares of common stock at $3.00 per share, or a total of approximately $13.4 million, to existing and new investors, led by Manipal Global Health Services, an existing shareholder.

SS Innovations intends to use the net proceeds from this financing for working capital and other general corporate purposes, including advancing the Company’s global expansion efforts.

In connection with a $2.5 million investment by one of the non-affiliate investors in the Private Placement, SS Innovations will pay a FINRA member firm a cash commission of $175,000 (7% of the investment) and issue to such firm five-year warrants to purchase 41,667 shares of our common stock at an exercise price of $3.45 per share.

Dr. Sudhir Srivastava, Chairman of the Board and Chief Executive Officer of SS Innovations, commented, “The net proceeds from this financing will advance our growth initiatives in India and other existing global markets, while supporting our preparation for entry into the United States and European Union markets. We anticipate that the U.S. Food and Drug Administration will complete its review of our 510(k) premarket notification for our SSi Mantra surgical robotic system by mid-2026. We also continue along the pathway towards a European Union CE marking certification for the SSi Mantra, which we believe we can also obtain in 2026.”

Dr. Srivastava continued, “Insider participation in this financing reflects our strong confidence in SS Innovations’ future and our commitment to democratizing access to world-class surgical robotic care. We appreciate the continuing support of Manipal Global Health Services, a large existing shareholder, and welcome a respected group of new shareholders in the Company.”

The securities being sold in the Private Placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws and accordingly may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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 robotic surgical procedures including 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’ 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. Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the SEC, we do not assume any obligation to update any forward-looking statement.

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:

RooneyPartners LLC

Kate Barrette

T: (212) 223-0561

[email protected]