SS Innovations International, Inc 10-Q for FY2023 Q2
SS Innovations International, Inc. (SSII)
About this 10-Q
SS Innovations International, Inc filed this 10-Q on August 7, 2023, covering the quarter ended June 30, 2023 (FY2023 Q2).
Headline figures
Quarter ended June 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $1.85M
- compared with a net loss of $170K a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly
period ended
or
Commission file
number:
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices)
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check
mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files.)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “accelerated filer”, “large accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | ☐ | Accelerated Filer | ☐ |
| ☒ | Smaller reporting company | ||
| 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.
Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
There were
When used in this report, unless otherwise indicated, the terms “SSII,” “the Company,” “we,” “us” and “our” refer to SS Innovations International, Inc. f/k/a Avra Medical Robotics, Inc.
CAUTIONARY NOTE REGARDING FORWARD LOOKING INFORMATION
Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on assumptions involving judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein particularly in view of the current state of our operations, the inclusion of such information should not be regarded as a statement by us or any other person that our objectives and plans will be achieved. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, the factors set forth under the heading “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” in this report and under the headings “Item 1. Business” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission (the “SEC”). We undertake no obligation to revise or update publicly any forward-looking statements for any reason.
EXPLANATORY NOTE
On April 14, 2023, a wholly owned subsidiary of the Company merged with CardioVentures, Inc., a Delaware corporation(“CardioVentures”), which is the indirect parent of Sudhir Srivastava Innovations Pvt. Ltd., an Indian private limited company engaged in the business of developing innovative surgical robotic technologies. As a result of such transaction, a “change in control” of the Company took place. In addition, among other matters, the Company changed its name to “SS Innovations International, Inc.” and implemented a one for ten reverse stock split. The financial statements, financial information and share and per share information contained in this report reflect the operations of both the Company and Cardio Ventures and give pro forma effect to the reverse stock split.
TABLE OF CONTENTS
i
PART I – FINANCIAL INFORMATION
SS INNOVATIONS INTERNATIONAL, INC. F/K/A AVRA MEDICAL ROBOTICS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
Item 1. Financial Statements.
| June 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net of allowances | ||||||||
| Notes Receivables - Acquisition | ||||||||
| Inventory | ||||||||
| Prepaids and other current assets | ||||||||
| Total Current Assets | ||||||||
| Non-Current Assets: | ||||||||
| Property, plant, and equipment, net | ||||||||
| Long Term Receivable | ||||||||
| Loans & Advances ( Related Party) | ||||||||
| Total Non-Current Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | ||||||||
| Current Liabilities | ||||||||
| Bank Overdraft Facility | $ | $ | ||||||
| Notes Payable | ||||||||
| Accounts payable | ||||||||
| Deferred tax liability | ||||||||
| Other accrued liabilities | ||||||||
| Total Current Liabilities | ||||||||
| Other accrued liabilities-Non current | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders’ (deficit) equity : | ||||||||
| Common stock, | ||||||||
| Translation adjustment | ( | ) | ||||||
| Additional Paid in Capital | ||||||||
| Accumulated other comprehensive income (loss) | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ (deficit) equity | ||||||||
| Total liabilities and stockholders’ (deficit) equity | $ | $ | ||||||
See accompanying notes to unaudited Condensed Consolidated Financial Statements
1
SS INNOVATIONS INTERNATIONAL, INC. F/K/A AVRA MEDICAL ROBOTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three months ended | ||||||||
| June 30, | June 30, | |||||||
| 2023 | 2022 | |||||||
| REVENUES | ||||||||
| System Sales | $ | |||||||
| Warranty Sales | ||||||||
| Cost of revenue | ( | ) | ||||||
| GROSS (LOSS) PROFIT | ||||||||
| OPERATING EXPENSES: | ||||||||
| Selling, general and administrative | ||||||||
| TOTAL OPERATING EXPENSES | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| OTHER INCOME (EXPENSE): | ||||||||
| Interest and other income, net | ( | ) | ( | ) | ||||
| TOTAL OTHER (EXPENSE) INCOME | ( | ) | ( | ) | ||||
| NET LOSS | ( | ) | ( | ) | ||||
| Net loss attributable to Cardio Ventures, Inc. | $ | ( | ) | $ | ( | ) | ||
| ( | ) | ( | ) | |||||
| Weighted average | ||||||||
See accompanying notes to unaudited Condensed Consolidated Financial Statements.
2
SS INNOVATIONS INTERNATIONAL, INC. F/K/A AVRA MEDICAL ROBOTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Six months ended | ||||||||
| June 30, | June 30, | |||||||
| 2023 | 2022 | |||||||
| REVENUES | ||||||||
| System Sales | $ | |||||||
| Warranty Sales | ||||||||
| Cost of revenue | ( | ) | ||||||
| GROSS (LOSS) PROFIT | ||||||||
| OPERATING EXPENSES: | ||||||||
| Selling, general and administrative | ||||||||
| TOTAL OPERATING EXPENSES | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| OTHER INCOME (EXPENSE): | ||||||||
| Interest and other income, net | ( | ) | ||||||
| TOTAL OTHER (EXPENSE) INCOME | ( | ) | ||||||
| NET LOSS | ( | ) | $ | ( | ) | |||
| Net loss attributable to Cardio Ventures, Inc. | ( | ) | $ | ( | ) | |||
| ( | ) | ( | ) | |||||
| Weighted average | ||||||||
See accompanying notes to unaudited Condensed Consolidated Financial Statements.
3
SS INNOVATIONS INTERNATIONAL, INC. F/K/A AVRA MEDICAL ROBOTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND JUNE 30, 2022
(Unaudited)
| Common Stock to be | Additional | Additional | Accumulated other | Total | ||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Common Stock | Issued | Paid-In | Paid-In | Treasury | Accumulated | comprehensive | Stockholders’ | ||||||||||||||||||||||||||||||||||||||||
| Number | Amount | Number | Amount | Number | Amount | Capital | Capital | Stock | Deficit | income (loss) | Equity | |||||||||||||||||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2022 | $ | $ | $ | ( | ) | $ | - | $ | ||||||||||||||||||||||||||||||||||||||||
| - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Stock based compensation expense | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock issued for services | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Security offerings | ||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | $ | ( | ) | - | ||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AT MARCH 31, 2023 | $ | - | $ | - | $ | $ | $ | - | $ | - | $ | ( | ) | $ | - | |||||||||||||||||||||||||||||||||
| Recapitalization | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||||||||
| Conversion of Notes Payable to equity | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Recapitalization | $ | $ | ( | ) | $ | ( | ) | - | ||||||||||||||||||||||||||||||||||||||||
| Accumulated other comprehensive income(loss) | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | $ | ( | ) | - | ||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AT JUNE 30, 2023 | - | $ | - | $ | - | $ | - | $ | - | $ | $ | - | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2021 | $ | $ | $ | $ | $ | $ | - | $ | ( | ) | $ | |||||||||||||||||||||||||||||||||||||
| Stock based compensation expense | - | |||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of debt to equity | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||
| Treasury stock | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Common stock issuable for services | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued | - | |||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | $ | - | $ | - | $ | $ | - | $ | - | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||
| BALANCE AT MARCH 31, 2022 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | - | $ | ||||||||||||||||||||||||||||||||||
| Stock based compensation expense | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||
| Conversion of debt to equity | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Stock issued for services | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Security offerings | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Common stock issuable for services | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | $ | ( | ) | |||||||||||||||||||||||||||||||||||||||
| BALANCE AT JUNE 30, 2022 | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to unaudited Condensed Consolidated Financial Statements.
4
SS INNOVATIONS INTERNATIONAL, INC. F/K/A AVRA MEDICAL ROBOTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Six Months ended | ||||||||
| June 30, | June 30, | |||||||
| 2023 | 2022 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( |
) | $ | ( |
) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Translation diff | ( |
) | ||||||
| Prepaid expenses and other assets | ( |
) | ||||||
| Stock compensation expense | ||||||||
| Accounts payable and accrued expenses | ( |
) | ||||||
| Net cash used in operating activities | ( |
) | ( |
) | ||||
| Cash flows from investing activities: | ||||||||
| Notes Receivables - Acquisition | ||||||||
| Purchase of property and equipment | ( |
) | ||||||
| Long Term Receivable | ( |
) | ||||||
| Net cash used in investing activities | ( |
) | ||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from loan | ||||||||
| Proceeds of Demand Notes Payable | ||||||||
| Proceeds from securities offering | ||||||||
| Accumulated other comprehensive income (loss) | ||||||||
| Repayment of notes | ( |
) | ||||||
| Net cash provided by financing activities | ||||||||
| Net change in cash | ( |
) | ( |
) | ||||
| Cash at beginning of year | ||||||||
| Cash at end of year | $ | $ | ||||||
| (0.00 | ) | - | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for income taxes | ||||||||
| Cash paid for interest | ||||||||
See accompanying notes to unaudited Condensed Consolidated Financial Statements.
5
SS INNOVATIONS INTERNATIONAL, INC. F/K/A AVRA MEDICAL ROBOTICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – COMPANY AND BASIS OF PRESENTATION
Organization
SS Innovations International, Inc. (the “Company” or “SSII”) was incorporated as AVRA Surgical Microsystems, Inc. in the State of Florida on February 4, 2015. Effective November 5, 2015, the Company’s corporate name was changed to Avra Medical Robotics, Inc. The Company was established and is continuing to develop advanced medical and surgical robotic systems.
On April 14, 2023, a wholly owned subsidiary of the Company merged with CardioVentures, Inc., a Delaware corporation (“CardioVentures”), which is the indirect parent of Sudhir Srivastava Innovations Pvt. Ltd., an Indian private limited company engaged in the business of developing innovative surgical robotic technologies. As a result of such transaction, a “change in control” of the Company took place. In addition, among other matters, the Company changed its name to “SS Innovations International, Inc.” and implemented a one for ten reverse stock split. The financial statements, financial information and share and per share information contained in this report reflect the operations of both the Company and Cardio Ventures and give pro forma effect to the reverse stock split.
The significant accounting policies of SSII were described in Note 1 to the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 1, 2022 and were also included in financial statements subsequently filed under cover of a Form 8-K/A on June 26, 2023. There have been no significant changes in the Company’s significant accounting policies for the quarterly period ended June 30, 2023.
Going Concern
The accompanying consolidated financial statements have been prepared on a going concern basis which implies the Company will continue to meet its obligations for the next 12 months as of the date these financial statements are issued.
The Company had
a working capital deficit of $
Company launched the commercial sale of its “SSI Mantra” surgical robotic system in India, which has been well received by hospitals and healthcare institutions there. As of June 30, 2023, the Company has, sold nine surgical robotic systems and is now generating regular revenues as additional purchase orders are also being received.
The Company
has also been able to access financial resources to further supplement its operations and in this regard, on April 15, 2023, the
Company executed a Convertible Promissory Note (the “Line of Credit Note”) with Sushruta Pvt Ltd.
(“SPL”), the Bahamian holding company owned by Dr. Sudhir Srivastava, our Chairman, Chief Executive Officer and
principal shareholder. Pursuant to the Line of Credit Note, SPL, in its discretion may make multiple advances to the Company through
December 31, 2023 (the “Maturity Date”), in an aggregate amount of up to $US
6
The management of the Company is making efforts to raise further funding to scale up operations and meets its longer-term capital needs. While management of the Company believes that it will be successful in its capital formation and planned expansion of its operating activities, there can be no assurance that the Company will be able to raise additional equity capital or be successful in generating additional revenues and ultimately achieving profitability. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.
Basis of Presentation
The accompanying unaudited condensed financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission. Therefore, they do not include all information and footnotes normally included in annual consolidated financial statements and should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and financial statements subsequently filed under cover of a Form 8-K/A on June 26, 2023. In the opinion of the Company’s management, the accompanying unaudited condensed financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2023, and the results of operations and cash flows for the periods presented. The results of operations for the quarterly period ended June 30, 2023, are not necessarily indicative of the operating results for the full fiscal year or any future period.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses. The Company regularly evaluates estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates made by management.
Cash and Cash Equivalents
The Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid investment with a maturity of three months or less to be cash and cash equivalents.
Accounts Receivable
The Company’s account receivables are due from customers relating to contracts to supply surgical robotic systems, instruments, and accessories and to provide post sales warranty/maintenance services. The Company also sells surgical robotic systems under deferred payment arrangement and in such cases, the amounts due and recoverable beyond one year period at the balance sheet date are classified as long-term receivables. Collateral is currently not required. The Company also maintains allowances for doubtful accounts for estimated losses resulting from the inability of the Company’s customers to make payments. The Company periodically reviews these estimated allowances, including an analysis of the customers’ payment history and creditworthiness, the age of the trade receivable balances and current economic conditions that may affect a customer’s ability to make payments as well as historical collection trends for its customers as a whole. Based on this review, the Company specifically reserves for those accounts deemed uncollectible or likely to become uncollectible. When receivables are determined to be uncollectible, principal amounts of such receivables outstanding are deducted from the allowance. The allowance for doubtful accounts as of June 30, 2023 and December 31, 2022 amounted to $ and $ respectively.
7
Foreign Currency Translation
The Company’s reporting currency is U.S. Dollars. The accounts of one of the Company’s subsidiaries is maintained using the appropriate local currency, Indian Rupees (“INR”) as the functional currency. All assets and liabilities are translated into U.S. Dollars at balance sheet date, shareholders’ equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) gain. Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the statements of operations as foreign currency exchange variance.
The
relevant translation rates are as follows: for the three months ended June 30, 2023 closing rate at
Inventory
Concentration of Credit Risk
Financial instruments
that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains its principal
cash balance in United States financial institutions, where deposits are insured by the Federal Deposit Insurance Corporation (“FDIC”)
up to $
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification, or ASC, 606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized:
| ● | Identification of a contract with a customer or placement of a purchase order by the customer. |
| ● | Identification of the performance obligations in the contract or the purchase order as the case may be. |
| ● | Determination of the transaction price which is reflected in the purchase order placed by the customer. |
| ● | Allocation of the transaction price to the performance obligations in the contract; and |
| ● | Recognition of revenue when or as the performance obligations are satisfied as per the terms of the purchase order received from the customer. |
8
The Company accounts for revenues when both parties to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and collectability of consideration is probable. Product type and payment terms vary by client.
The Company recognizes
the revenue at the time when the risk and reward related to that equipment gets transferred immediately when we dispatch. We also sell
instruments which are used by surgeons when they use our robotic system for surgeries. These instruments are like consumables for the
hospitals, and we recognize the revenues for sale of instruments as and when the risk and reward related to those instruments get transferred
immediately when we dispatch. The revenues attributable to the warranty is recognized over the period to which it relates. In six month
period ended June 30, 2023, we have sold six surgical robotic systems and the revenues attributable to warranty is deferred for recognition
over the period to which it relates. Due to application of ASC606, as of June 30, 2023, the sum of US$
Property Plant & Equipment
| Years | ||
| Office furniture and fixtures | ||
| Plant and equipment | ||
| Motor vehicles |
Long-lived Assets
In accordance with ASC 360, “Property Plant and Equipment”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to : significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset and current expectation that the asset will more than likely not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the discounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain circumstances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.
Stock Compensation Expense
The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with Accounting Standards Codification (“ASC”) Topic 505, “Equity.” Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services as defined by ASC Topic 505.
Income Taxes
The Company accounts for income taxes pursuant to ASC Topic 740 “Income Taxes.” Under ASC Topic 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. A valuation allowance is recorded when it is more likely than not that some or all of the deferred tax assets will not be realized.
The Company applies the provisions of ASC Topic 740-10-05 “Accounting for Uncertainty in Income Taxes.” The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.
9
Basic and Diluted Loss per Share
In accordance with ASC Topic 260 “Earnings Per Share,” basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per common share gives effect to dilutive convertible securities, options, warrants and other potential common stock outstanding during the period, only in periods in which such effect is dilutive. The Company has stock options, warrants, and convertible promissory notes that may be converted to outstanding potential common shares.
Research and Development Costs
In accordance with ASC Topic 730 “Research and Development”, with the exception of intellectual property that is purchased from another enterprise and have alternative future use, research and development expenses are charged to operations as incurred.
Fair Value of Financial Instruments
Our financial instruments consist principally of accounts receivable, amounts due to related parties and promissory notes payable. The carrying amounts of cash and cash equivalents and promissory notes approximate fair value because of the short-term nature of these items.
Recent Accounting Pronouncements
Compensation—Stock Compensation
In May 2017, the FASB issued ASU 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting,” that provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The new guidance became effective for the Company on January 1, 2018 and was applied on a prospective basis, as required. The adoption of this standard did not have an impact on the financial statements or the related disclosures.
Leases
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). The FASB issued ASU 2016-02 to increase transparency and comparability among organizations recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Under ASU 2016-02, lessors will account for leases using an approach that is substantially equivalent to existing GAAP for sales-type leases, direct financing leases and operating leases. Unlike current guidance, however, a lease with collectability uncertainties may be classified as a sales-type lease. If collectability of lease payments, plus any amount necessary to satisfy a lessee residual value guarantee, is not probable, lease payments received will be recognized as a deposit liability and the underlying assets will not be derecognized until collectability of the remaining amounts becomes probable. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted, and must be adopted using a modified retrospective transition. The Company did not adopt the standard effective January 1, 2019, utilizing the lessor practical expedient. On November 15, 2019, the FASB issued ASU 2019-10 which amended the effective dates for ASC 842, to give implementation relief. Under the FASB’s new framework, two “buckets” were defined, bucket 1 includes public companies that are SEC filers but excludes “Small Reporting Companies” (SRC’s). Bucket 2 includes all other entities, including SRC’s. Bucket 2 entities have to apply ASC 842 for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021.
10
NOTE 3 - PROPERTY AND EQUIPMENT
| Period Ended | ||||||||
| June 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| Land & Building | ||||||||
| Machinery and equipment | $ | $ | - | |||||
| Furniture and Fittings | $ | $ | - | |||||
| Computer and office equipment | $ | $ | 98,592 | |||||
| Motor Vehicle | $ | $ | - | |||||
| R & D Equipment | $ | $ | - | |||||
| Website | $ | 36,122 | ||||||
| Server & Networking | $ | $ | - | |||||
| Leasehold improvements | ||||||||
| Property and equipment at cost | 134,714 | |||||||
| Less - accumulated depreciation | ( | ) | (123,315 | ) | ||||
| Property and equipment, net | $ | $ | 11,399 | |||||
Depreciation expenses for the six months ended June 30, 2023 and 2022
amounted to $
NOTE 4 – ACCOUNTS RECEIVABLE
| Accounts Receivable | Period Ended | |||||||
| June 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| Accounts receivable | $ | $ | ||||||
| Less: Allowance for doubtful accounts | ||||||||
| Accounts receivable, net | $ | $ | ||||||
| Long Term Receivables | $ | |||||||
| $ | ||||||||
The Company performed an analysis of the trade receivables related
to SSI India and determined, based on the deferred payment terms of the contracts, that a $
NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES
| Period Ended | ||||||||
| June 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| Accounts payable | $ | |||||||
| Other accrued liabilities | ||||||||
| Total accounts payable and accrued expenses | $ | $ | ||||||
11
NOTE 6 - NOTES PAYABLE
On April 15, 2023, the Company executed a
Convertible Promissory Note (the “Line of Credit Note”) with Sushruta Pvt Ltd. (“SPL”), the
Bahamian holding company owned by Dr. Sudhir Srivastava, our Chairman, Chief Executive Officer and principal shareholder. Pursuant
to the Line of Credit Note, SPL, in its discretion may make multiple advances to the Company through
NOTE 7 – Bank Overdraft
| Period Ended | ||||||||
| June 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| HDFC Bank Limited OD against FDs | $ | |||||||
| HDFC Bank Ltd WCOD | $ | |||||||
| Bank Overdraft | $ | $ | ||||||
The HDFC Bank OD against FD of US$
NOTE 8– MERGER
On April 14, 2023 (“Closing”), the Company consummated the acquisition of CardioVentures, Inc., a Delaware corporation (“CardioVentures”), pursuant to a Merger Agreement dated November 7, 2022 (the “Merger Agreement”), by and among the Company, a wholly owned subsidiary of the Company (“Merger Sub”), CardioVentures and Dr. Sudhir Srivastava, who, through his holding company, owned a controlling interest in CardioVentures.
CardioVentures, through a subsidiary, owns a controlling interest in Sudhir Srivastava Innovations Pvt. Ltd., an Indian private limited company (“SSI-India”). Based in Haryana, India, SSI-India is engaged in the business of developing innovative surgical robotic technologies with a vision to make the benefits of robotic surgery affordable and accessible to a larger part of the global population. SSII’s product range includes its proprietary “SSI Mantra” surgical robotic system and a wide range of surgical instruments capable of supporting a variety of cardiac and other surgical procedures. The Company now intends to focus on the business of SSI-India and has plans to globally expand the presence of its technologically advanced, user-friendly, and cost-effective surgical robotic solutions.
Pursuant to the Merger Agreement, at Closing,
Merger Sub merged with and into CardioVentures (the “Merger”). In the Merger, holders of the outstanding shares of
common stock of CardioVentures (including certain parties who provided interim convertible financing during the pendency of the Merger
Agreement, were issued
Pursuant to the Merger Agreement, at Closing, the holders of CardioVentures common stock also received shares of newly designated Series A Non-Convertible Preferred Stock (the “Series A Preferred Shares”).
12
The Series A Preferred Shares vote together with
shares of SSII common stock as a single class on all matters presented to a vote of shareholders, except as required by law, and entitle
the holders of the Series A Preferred Shares to exercise
Contemporaneously with the Closing, the Company
also changed its name to “SS Innovations International, Inc.,” effected a one for ten reverse stock split and increased
its authorized common stock to
In addition to the foregoing, following Closing,
As a result of the foregoing, a “Change in Control” of the Company occurred, with Dr. Sudhir Srivastava becoming the Company’s principal and controlling shareholder.
Concurrent with consummation of the Merger, Dr.
Sudhir Srivastava, through his holding company, assigned patents, trademarks and other intellectual property used in the development,
commercialization, manufacturing and sale of its medical and surgical robotic systems and products (the “SSII Intellectual Property”)
to a wholly owned subsidiary of SSII. In consideration thereof, Dr. Srivastava’s holding company will receive a quarterly royalty
of three percent (
NOTE 9 – STOCKHOLDERS’ EQUITY
The Company is authorized to issue up to
At Closing of the Merger on April 14, 2023,
Holders of common stock are entitled to
NOTE 10 – COMMITMENTS
Employment Agreements
At closing of the Merger, Alen Sands York and Ettore Tomasetti resigned as directors of the Company and Barry F. Cohen, Dr. Ray Powers and Dr. Farhan Taghizadeh resigned as Chief Executive Officer and Acting Chief Financial Officer, Chief Operating Officer, and Chief Medical Officer of the Company, respectively. Mr. Cohen continues as a director of the Company and assumed the office of Chief Operating Officer–Americas and to this effect, an employment agreement effective April 14, 2023, was executed between the Company and Mr. Cohen.
13
Mr. Cohen’s employment agreement is for
a 36-month period and provides for a base salary of US$
In addition to the above, Dr. Sudhir Srivastava
became a director, Chairman and Chief Executive Officer of SSII, Dr. Vishwajyoti P. Srivastava, the son of Dr. Sudhir Srivastava, became
a director and President and Chief Operating Officer–South Asia and Anup Sethi became Chief Financial Officer of the Company. The
Company, through Otto Pvt. Ltd., a wholly owned subsidiary, is also party to employment agreements with each of Dr. Sudhir Srivastava,
Dr. Vishwajyoti P. Srivastava and Anup Sethi. Dr. Sudhir Srivastava’s employment agreement is for a
Lease
The Company occupies officed and laboratory space
in Orlando, Florida under a lease agreement that expired on
Effective November 1, 2022 the Company signed
an amendment which further modified the August 1, 2020 agreement, reducing the monthly lease expense to $
The Company, through its SSI-India subsidiary,
occupies office, manufacturing and assembly space in Gurugram, Haryana (India) under a lease signed entered into in March 2021, with monthly
payments of US$
NOTE 11 - RELATED PARTY TRANSACTIONS
| Period Ended | ||||||||
| June 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
Loan & Advances | ||||||||
Loan & Advances | $ | |||||||
On April 15, 2023, the Company executed a
Convertible Promissory Note (the “Line of Credit Note”) with Sushruta Pvt Ltd. (“SPL”), the
Bahamian holding company owned by Dr. Sudhir Srivastava, our Chairman, Chief Executive Officer and principal shareholder. Pursuant
to the Line of Credit Note, SPL, in its discretion may make multiple advances to the Company through
SPL may, at its option, convert the principal
amount of any advance into shares of our common stock, at a conversion price of US$
NOTE 12 – SUBSEQUENT EVENTS
Management has evaluated subsequent events through July 31, 2023, the date the consolidated financial statements were available to be issued. Based on this evaluation, no additional material events were identified which require adjustment or disclosure in these financial statements
14
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Overview
General
We are a medical robotics company engaged in the business of developing, manufacturing and selling a surgical robotic system under our proprietary brand “SSI Mantra,” together with allied accessories and a wide range of surgical instruments capable of supporting cardiac and a variety of other surgical procedures. We are focused on making the benefits of robotic surgery affordable and accessible to a large part of the global population by consistently working on keeping our cost of production low. The modular design of our surgical robotic system is aimed at being more user friendly and relatively more adaptable to operating theatres of varying sizes and different geographical locations. Our primary research and development, manufacturing and marketing operations are based in India.
We believe that with the constant development of minimally invasive treatment technologies which are aimed at reducing patient recovery times, the use of surgical robotic systems equipped with technologically advanced surgical instruments is only going to increase. This is evidenced by the consistent year-on-year growth in number of robotic surgeries being performed worldwide. We believe that with our vision to make the benefits of robotic surgeries affordable and accessible, we can help to further accelerate the adoption of robot assisted surgeries thereby making its benefits reach to all those segments of the society who have hitherto been deprived to benefit from it.
A wide range of surgical procedures including Urology (Prostate), Colo-Rectal, Oncology, Gynecology, Thoracic, and General Surgery are already being done with the use of surgical robotic systems, including our SSI-Mantra surgical robotic system, we plan to extend the usage of our robotic system to complex Cardiac procedures as well. We believe that this this can be hugely beneficial for faster recovery of cardiac patients who have to currently undergo sternotomy which has a much longer recovery period.
We also believe that use of robotic systems is also going to help address the delivery of healthcare in inaccessible locations, ranging from rural areas lacking specialist expertise to post-disaster scenarios, and remote battlefield areas and that the robotic technologies are going to consistently evolve for promoting faster recovery periods, improved functionality, lower morbidity and improved overall medical outcomes of healthcare.
Merger
On April 14, 2023, a wholly owned subsidiary of the Company merged with CardioVentures, Inc., a Delaware corporation (“CardioVentures”), which is the indirect parent of Sudhir Srivastava Innovations Pvt. Ltd., (“SSI India”) an Indian private limited company engaged in the business of developing innovative surgical robotic technologies.
As a result of the transaction, a “change in control” of the Company took place. In addition, among other matters, the Company changed its name to “SS Innovations International, Inc.” and implemented a one for
ten reverse stock split. The financial statements, financial information and share and per share information contained in this report reflect the operations of both the Company and Cardio Ventures and give pro forma effect to the reverse stock split.
See Note 8 to the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this report for additional details regarding the business combination.
Results of Operations
Introduction
The financial statements appearing elsewhere in this report have been prepared assuming the Company will continue as a going concern. In the second half of 2022, the Company commercially launched its “SSI Mantra” robotic surgical system in India. As of June 30, 2023, we have sold 9 systems, which have performed more than 230 procedures of various types involving varying degrees of complexities.
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The following table provides selected balance sheet data for our Company as of June 30, 2023 (unaudited) and December 31, 2022:
| Balance Sheet Data | As of | As of | ||||||
| June 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| Cash | $ | 423,060 | $ | 1,351,364 | ||||
| Total Assets | $ | 9,693,331 | $ | 4,371,441 | ||||
| Total Liabilities | $ | 8,871,736 | $ | 4,051,229 | ||||
| Total Stockholders’ Equity | $ | 821,595 | $ | 320,213 | ||||
The Company has been consistently making efforts to raise debt and equity capital to meet the demands of and further scale up its growing operations. To date, the Company has relied on debt and equity raised in private offerings and shareholder loans to finance operations and no other sources of capital has been identified. If we experience a shortfall in operating capital, we could face slower revenue growth and we may be faced with having to slow down our expansion plans.
Three months ended June 30, 2023 , as compared to three months ended June 30, 2022
Revenues. We had revenues of $1,575,307 for the three months ended June 30, 2023, compared to $ 0 for the three months ended June 30, 2022, reflecting the commercial launch of our robotic surgical system in late 2022..
Selling, General and Administrative Expenses. We incurred $1,983,053 in selling, general and administrative expenses during the three months ended June 30, 2023, and $170,030 June 30, 2022, respectively. General and administrative expenses include compensation expenses including compensation for the management staff and stock-based compensation, consultancy charges and legal and other professional expenses related to the Company’s filings as a public company with the Securities and Exchange Commission (the “SEC”).
Other Income/Expenses. We incurred other expenses of $91,533 for the three months ended June 30, 2023 as compared to $29 of other expenses during the three months ended June 30, 2022. Other expenses consisted of interest expense related to loans.
Net Loss. We incurred a net loss of $1,850,423 for the three months ended June 30, 2023, as compared to a net loss of $170,002 for the three months ended June 30, 2022.
Six months ended June 30, 2023, as compared to six months ended June 30, 2022
Revenues. We had revenues of $3,086,686 for the six months ended June 30, 2023, as compared to $ 0 for the six months ended June 30, 2022, reflecting the commercial launch of our robotic surgical system in late 2022.
16
Selling, General and Administrative Expenses. We incurred $3,400,013 and $250,486 in general and administrative expenses during the six months ended June 30, 2023, and June 30, 2022, respectively. General and administrative expenses include legal and other professional expenses related to the Company’s filings as a public company with the SEC.
Other Income/Expenses. We incurred $173,791 in other expenses for the six months ended June 2023, as compared to $64 in other expenses during the six months ended June 30, 2022. Other expenses consisted of interest expense related to loans.
Net Loss. We incurred a net loss of $2,838,465 for the six months ended June 30, 2023, as compared to a net loss of $250,422 for the six months ended June 30, 2022.
Liquidity and Capital Resources
The Company expects to require substantial funds for scaling up its operations, for incurring capital expenditure to have its own in-house machining and tooling capacity to meet its growing manufacturing and assembly needs and also to reduce its dependence on outsourcing vendors which, in turn, would help the Company to ensure consistency in quality and delivery schedules of the components and potentially also bring down the manufacturing costs.
Due to the launch of our surgical robotic system in later part of 2022, operating activities in terms of manufacturing and selling of our surgical robotic system significantly increased in 2023, and as a result, $10,679,114 was net cash used in operating activities during the six months ended June 30, 2023, as compared to $216,766 during the six months ended June 30, 2022. To supplement, support and finance this increase in the operating activities, the Company raised an aggregate of $11,258,363 in the form of Bank Overdrafts (Demand Notes Payable) and securities offered in private financings during the six months ended June 30, 2023, as compared to $72,081 in the corresponding period in 2022.
On April 15, 2023, the Company executed a Convertible Promissory Note (the “Line of Credit Note”) with Sushruta Pvt Ltd. (“SPL”), the Bahamian holding company owned by Dr. Sudhir Srivastava, our Chairman, Chief Executive Officer and principal shareholder. Pursuant to the Line of Credit Note, SPL, in its discretion may make multiple advances to the Company through December 31, 2023 (the “Maturity Date”), in an aggregate amount of up to $US20.0 million for working capital purposes. The advances under the Line of Credit Note do not bear interest and are due and payable on or before the Maturity Date. SPL may, at its option, convert the principal amount of any advance into shares of our common stock, at a conversion price of US$0.74 per share. As of June 30, 2023, US$1,225,000 in advances were outstanding under the Line of Credit Note. The foregoing description of the Line of Credit Note is qualified in its entirety by reference to the copy of the Line of Credit Note filed as Exhibit 10.1 to this report.
While we have been successful in raising funds to meet our working capital needs to date, believe that we have the resources to do so for the balance of , we do not have any committed sources of funding and there are no assurances that we will be able to secure additional funding if and when needed. The condensed consolidated financial statements included in this report have been prepared assuming that the Company will continue as a going concern; however, if the efforts noted above are not successful, it would raise substantial doubt about the Company’s ability to continue as a going concern. If we cannot obtain financing, then we may be forced to further curtail our operations or consider other strategic alternatives. Even if we are successful in raising the additional financing, there is no assurance regarding the terms of any additional investment and any such investment or other strategic alternative would likely substantially dilute our current shareholders.
Cash Flows From Operating Activities
During the six months ended June 30, 2023, net cash used in operating activities was $10,679,114, reflecting the initial commercial sales of our robotic surgical system and resulting from our net loss of $2,838,465, partially offset by non-cash charges of $310,897, primarily attributable to depreciation charges. During the 2023 period,, we had cash provided by our operating assets and liabilities of $8,151,546, primarily driven by increases in accounts payable and prepaid expenses.
In comparison, during the six months ended June 30, 2022, net cash used by operating activities was $216,766, resulting from our net loss of $250,421, partially offset by depreciation charges of $99,351. During the period, we had cash used in our operating assets and liabilities of $65,696 primarily due to increases in accounts payable.
Cash Flows From Investing Activities
During the six months ended June 30, 2023, we had net cash used in investing activities of $1,507,552, including repayment of $3,000,000 of notes receivable, $736,006 in purchase of property and equipment, as well as an increase in a long term receivable of $3,771,547.
During the six months ended June 30, 2022, we had no cash flows from investing activities.
Cash Flows From Financing Activities
During the six months ended June 30, 2023, we had net cash used in investing activities of $11,258,363, including increase in bank overdraft facility by $4,963,385 and $8,170,061 in private securities offerings, as well as our other comprehensive income (loss) of $899,917 and repayments of notes of $2,775,000.
During the six months ended June 30, 2022, we had private securities offerings of $72,081.
17
Critical Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates included deferred revenue, costs incurred related to deferred revenue, the useful lives of property and equipment and the useful lives of intangible assets.
Income Taxes
The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of ASC 740.
ASC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.
Off-Balance Sheet Arrangements
There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Item 3. Quantitative Disclosures About Market Risks.
As a “smaller reporting company,” we are not required to provide the information required by this Item.
Item 4. Controls and Procedures.
Our Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of June 30, 2023, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of June 30, 2023, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses identified and described in Item 9A(b) of our Annual Report on Form 10-K for the year ended December 31, 2022. However, we believe that subsequent to the Merger, we have begun to remediate these weaknesses by appointing a new Chief Financial Officer and utilizing the accounting and financial staff employed by SSI-India.
Our Chief Executive Officer and Chief Financial Officer do not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our Chief Executive Officer and Chief Financial Officer have determined that our disclosure controls and procedures are effective at doing so, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Controls Over Financial Reporting
There were no changes in our internal controls over financial reporting that occurred during the period covered by this report that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
18
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
Not Applicable.
Item 1A. Risk Factors.
As a “smaller reporting company,” we are not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
Item 6. Exhibits.
| Exhibit No. | Description of Exhibit | |
| 10.1 | Promissory Note dated April 15, 2023, made by the Company in favor of Sushruta Pvt. Ltd. | |
| 10.2 | Employment Agreement between the Company and Barry F. Cohen* | |
| 31.1 | Section 302 Certification – Chief Executive Officer | |
| 31.2 | Section 302 Certification – Chief Financial Officer | |
| 32.1 | Section 906 Certification – Chief Executive Officer | |
| 32.2 | Section 906 Certification – Chief Financial Officer | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * | Management Compensation Plan or Arrangement. |
19
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 thereunto duly authorized.
| SS INNOVATIONS INTERNATIONAL, INC. | ||
| Dated: August 7, 2023 | By: | /s/ Anup Sethi |
| Anup Sethi Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
20
Exhibit 10.1
THIS CONVERTIBLE PROMISSORY NOTE (THE “NOTE”) AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE APPLICABLE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES SKY LAWS OR AN OPINION OF COUNSEL THAT SUCH PROPOSED TRANSFER DOES NOT VIOLATE THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.
CONVERTIBLE PROMISSORY NOTE
| US$20,000,000 | April 15, 2023 |
FOR VALUE RECEIVED, SS INNOVATIONS INTERNATIONAL, INC., a Florida corporation having an address at 1600 S.E. 15th Street, #512, Fort Lauderdale, Florida 33324 (“Borrower”) promises to pay to SUSHRUTA PVT. LTD., a company registered under the laws of the Commonwealth of the Bahamas (“Lender”), the aggregate principal sum of up to Twenty Million and No/100 Dollars United States Dollars (US$20,000,000), or such lesser amount as may be advanced to Borrower under this convertible promissory note (this “Note”), in lawful currency of the United States of America, together with interest (as set forth below), all on and subject to the terms and conditions set forth herein.
1. Background. Lender has agreed to extend credit to Borrower for working capital purposes on the terms and conditions set forth in this Note up to a maximum of Twenty Million United States Dollars (US$20,000,000) (the “Maximum Credit”).
2. Future Advances.
(a) Lender may make multiple advances (each, an “Advance” and collectively, the “Advances”) to Borrower under this Note up to the amount of the Maximum Credit.
(b) Borrower shall notify Lender in writing when it wishes to draw upon this Note, by not less than three (3) Business Days’ notice prior to the date of the Advance, which notice shall specify the date of the Advance and the principal amount thereof. Lender shall be under no obligation to make a particular Advance. However, if Lender elects to make a particular Advance, Lender shall advance the requested funds on the date specified in such notice. Notwithstanding the foregoing, in no event will an Advance be made if an Event of Default shall have occurred and be continuing under this Note. The ability of Borrower to request or Lender to make any Advances hereunder shall terminate on December 1, 2023, unless this Note is earlier terminated as provided for herein (in either event, the “Termination Date”).
Promissory Note
Page 2 of 6
(c) Borrower shall maintain adequate books and records in order to accurately reflect compliance with the terms this Note . Lender shall have the right to inspect such books and records on demand to confirm Borrower’s compliance with this Note.
3. No Interest; Payment of Principal and Interest.
(a) This Note shall not bear interest.
(b) At any time and from time to time prior to the Termination Date, Borrower may pay all or any portion of the principal amount then outstanding under this Note. Such amounts may, subject to Lender’s discretion as provided in Section 2, may be used to fund future Advances under this Note.
(c) On the Termination Date, the principal amount then outstanding under this Note shall be immediately due and payable and no further Advances will be made under this Note,.
(d) All payments made by Borrower to Lender under this Note shall be made by wire transfer in immediately available funds to such bank account as may be designated by Lender in writing from time to time prior to the Termination Date.
4. Conversion into Shares; Mechanics of Conversion.
(a) At any time prior to the Maturity Date; Lender, at its option, may elect to convert all or any portion of the then outstanding principal balance under this Note into shares of common stock of Borrower (“Shares”) at a conversion price of $0.74 per Share, subject to adjustment as provided in Section 5 (the “Conversion Price”). Lender shall effect conversions under this Section 4(a) by delivering to Borrower a conversion notice in the form of Exhibit A attached hereto (a “Conversion Notice”) .
(b) Upon receipt of the Conversion Notice (the “Conversion Date”), Borrower shall, as soon as practicable thereafter, issue and deliver to the Holder a certificate or book entry statement evidencing the Shares registered in the Holder’s name, with such restrictive legends as are deemed necessary by Borrower. Lender shall be deemed to have become the holder of record of the Shares issued upon conversion as of the Conversion Date.
5. Certain Adjustments. The Conversion Price is subject to adjustment from time to time as set forth in this Section 5.
(a) Recapitalizations. If Borrower, at any time while this Note is outstanding, effects a recapitalization or similar transaction with regard to its Shares, the Conversion Price and number of Shares issuable upon conversion of this Note shall be adjusted proportionately.
(b) Notice of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 5, Borrower, at its expense, will promptly compute such adjustment in accordance with the terms hereof and prepare and deliver to Lender a certificate describing in reasonable detail such adjustment and the transactions giving rise thereto, including all facts upon which such adjustment is based.
Promissory Note
Page 3 of 6
(c) No Impairment. Borrower Company shall not, through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by Borrower, but will at all times in good faith, assist in the carrying out of all the provisions of this Section 5 and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of Lender against impairment.
6. Waivers. Borrower and every endorser, guarantor, and surety hereof hereby waives presentment, notice, protest, and impairment of collateral, and consents to all extensions, deferrals, partial payments, and refinancings hereof before or after maturity.
7. Events of Default.
(a) The outstanding principal balance of under this Note shall become and be immediately due and payable in full if one or more of the following events (“Events of Default”) shall happen and be continuing:
(i) default in the payment of any installment of the principal balance of Advances , when and as the same shall become due and payable under this Note ;
(ii) default in the due observance or performance of any covenant, condition or agreement on the part of Borrower, to be observed or performed pursuant to the terms of this Note, if such default shall continue uncured for five (5) business days after written notice, specifying such default, shall have been given to Borrower by Lender; or
(iii) filing by Borrower of a voluntary petition in bankruptcy or a petition or an answer seeking reorganization, or an arrangement with creditors.
(b) In case any one or more of the Events of Default specified above shall happen and be continuing, Lender may proceed to protect and enforce Lender’s rights by suit in the specific performance of any covenant or agreement contained in this Note or in aid of the exercise of any power granted in this Note and may proceed to enforce and accelerate the payment of this Note and to enforce any other legal or equitable rights as such Lender.
(c) Any amount of the then outstanding principal balance under this Note which is not paid when due shall bear interest at the Default Rate (as hereinafter defined) from the due date thereof until the same is paid. “Default Rate” means a rate of eighteen percent (18%) per annum, or such lesser rate equal to the highest rate permitted by applicable law.
8. Waiver of Default. No waiver by Lender of any default shall be effective unless in writing, nor operate as a waiver of any other default or of the same default in the future.
Promissory Note
Page 4 of 6
9. Notices. All notices and other communications required or permitted hereunder to be given to a party to this Note shall be in writing and shall be delivered personally or by a recognized overnight courier service, to such party’s address as set forth below:
| if to Borrower: | to the address set forth in the preamble to this Note |
| Attention: Chief Financial Officer | |
| if to Lender: | |
| Attention: Chief Executive Officer |
or such other address with respect to a party as such party shall notify each other party in writing as above provided. Any notice sent in accordance with this Section 9 shall be effective upon receipt.
10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, disregarding any rules relating to the choice or conflict of laws.
11. Enforceability. The unenforceability of any specific provision hereof shall not affect the validity of any other provision hereof.
12. Binding Agreement. All obligations of Borrower hereunder shall bind the successors and assigns of Borrower. All rights of Lender hereunder shall inure to the benefit of its successors and assigns.
13. Assignment. Borrower may not assign this Note without the prior written permission of Lender, which may be withheld in Lender’s sole and absolute discretion. Lender may assign this Note in its sole and absolute discretion.
14. Amendment. Any amendment to this Note or waiver of any provision hereof must be in writing and signed by both Lender and Borrower.
15. BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT THE BORROWER MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.
[SIGNATURE PAGE FOLLOWS]
Promissory Note
Page 5 of 6
IN WITNESS WHEREOF, Borrower has caused this Note to be executed effective April 15, 2023.
| BORROWER: | |||
| SS INNOVATIONS INTERNATIONAL, INC. | |||
| By: | /s/ Anup Sethi | ||
| Name: | Anup Sethi | ||
| Title: | Group CFO | ||
| ACKNOWLEDGED AND AGREED TO | |||
| AS OF April 15, 2023: | |||
| LENDER: | |||
| SUSHRUTA PVT. LTD. | |||
| By: | /s/ Sudhir Srivastava | ||
| Name: | Dr. Sudhir Srivastava | ||
| Title: | CEO | ||
Promissory Note
Page 6 of 6
EXHIBIT A
FORM OF CONVERSION NOTICE
(To be executed by the Holder in order to convert Note)
The undersigned hereby elects to convert the principal amount that certain Convertible Promissory Note to which this Conversion Notice is attached (the “Note”) into Shares (“Shares”), of SS Innovations International, Inc., a Florida corporation (the “Company”), according to the conditions thereof, as of the Conversion Date set forth below.
| Conversion Date | |
| Principal Amount of Note Converted | |
| Conversion Price | |
| Number of Shares to be Issued |
| SUSHRUTA PVT. LTD. | |||
| By: | |||
| Name: | |||
| Title: | |||
Exhibit 10.2
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made effective April 14, 2023 (the “Effective Date”), between SS Innovations International Inc., a Florida corporation (hereinafter referred to as the “Company”), and Barry F. Cohen, residing at 1600 SE 15th Street, #512, Ft. Lauderdale, FL 33316, USA (hereinafter referred to as the “Employee”).
WHEREAS, the Company wishes to engage the services and expertise of the Employee on the terms and conditions hereinafter set forth, and the Employee wishes to accept such an engagement;
NOW THEREFORE in consideration of the covenants of each of the parties given to the other and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
| 1. | SERVICES |
Effective as of the Effective Date, the Company hereby engages the Employee and the Employee hereby accepts an engagement with the Company to serve as the Chief Operating Officer - Americas of the Company (the “Services”). Employee shall bear such responsibilities as are customary for the chief operating officer of a public company. The parties understand that the position will be full-time employment and that the Employee shall devote sufficient time, attention and abilities to the business of the Company for the proper exercise of the Employee’s duties hereunder. Employee understands that the Services may, from time to time, entail extensive travel. Employee may assign the compensation hereunder but not the responsibility to fulfill the services and responsibilities as per this Agreement. Employee shall not be required to move his residence from the Ft. Lauderdale, Florida area.
| 2. | REMUNERATION |
The Company agrees to pay the Employee as set out in Schedule A attached hereto.
| 3. | CONFIDENTIALITY; OWNERSHIP OF DOCUMENTS; NON-COMPETE |
3.1 Confidential Information. Employee recognizes and acknowledges that by reason of this Agreement and service to the Company, he will have access to confidential information of the Company and its affiliates, including, without limitation, information and knowledge pertaining to business methods, inventions, innovations, designs, ideas, plans, trade secrets, proprietary information, advertising, sales and profit figures, contact lists, and relationships between the Company and its affiliates, customers, clients, Employees, licensees, suppliers, and others who have business dealings with the Company and its affiliates (“Confidential Information”). Employee acknowledges that such Confidential Information is a valuable and unique asset and covenants that he will not, either during or at any time after the Term of this Agreement, disclose any such Confidential Information to any person for any reason whatsoever without the prior written authorization of the Company, unless such information is in the public domain through no fault of the Employee or except as, and to the extent as, may be required by law.
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3.2 Non-Competition
a. Employee recognizes that in his position as an Employee to the Company, he will acquire such information outlined in Section 3.1 hereof, and for good and valuable consideration, including his engagement by the Company, he agrees that during the Term of this Agreement and for a period of 12 months after termination of this Agreement, Employee will not, unless acting pursuant hereto or with the prior written consent of the Company, directly or indirectly, manage, operate, join, control, or participate in the management, operation, control, or be connected as an officer, director, employee, partner, principal, agent, representative, Employee, or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in the primary line of business in which the Company is engaged in at the time of execution of this Agreement.
b. The foregoing restriction shall not be construed to prohibit the ownership by the Employee of more than five percent (5%) of any class of securities of any corporation that is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including the Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.
3.3 Non-solicitation; Non-association. The Employee hereby acknowledges and agrees that he, together with other Employees engaged by the Company, is likely to be exposed to a significant amount of Confidential Information concerning the Company’s, business methods, operations, employment relationships, and customers while engaged under this Agreement, that such information might be retained by the Employee and such other Employees in tangible form or simply retained in their memory, and that the protection of the Company’s exclusive rights to such confidential information and the benefits flowing from it can best be ensured by means of a restriction on the Employee’s activities after termination of this Agreement. Therefore, the Employee agrees that for 12 months period following termination of this Agreement, he shall not engage in the following activities:
(a) He shall not solicit, divert, or initiate any contact (or attempt to solicit, divert, or initiate any contact) with any relationship of the Company or any affiliate with whom Employee dealt (including any customers or vendors), for the purpose of doing business in the same lines of business as the Company, and further will not solicit or initiate any contact with any potential relationship of the Company or affiliate, that the Employee solicited or contacted while engaged by the Company. This provision does not restrict Employee from developing relationships independently obtained outside of Employee’s position with the Company.
(b) He shall not directly solicit the employment of or hire any employee or Employee of the Company or affiliate and will not attempt to persuade any employee or Employee to leave the employment or consulting relationship of the Company or such affiliate.
3.4 Equitable Relief.
(a) Employee acknowledges that the restrictions contained in Article 3 hereof are reasonable and necessary to protect the legitimate interests of the Company and that any violation of such restrictions would result in irreparable injury to the Company. If the period of time or other restrictions specified in Article 3 should be adjudged unreasonable at any proceeding, then the period of time or such other restrictions shall be reduced by the elimination or reduction of such portion thereof so that such restrictions may be enforced in a manner adjudged to be reasonable. Employee acknowledges that the Company shall be entitled to preliminary and permanent injunctive relief for a violation of any such restrictions without having to prove actual damages or to post a bond; Company shall also be entitled to an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which Company may be entitled in law or equity.
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(b) Employee agrees that until the expiration of the covenants contained in Sections 3.2 and 3.3 of this Agreement, the Company may provide a copy of the covenant contained in such Sections to any business or enterprise (i) that Employee may directly or indirectly own, manage, operate, finance, join, control, or participate in the ownership, management, operation, financing, control, or control of, or (ii) with which he may be connected as an officer, director, employee, partner, principal, agent, representative, Employee, or otherwise, or in connection with which he may use or permit his name to be used.
| 4. | TERM and TERMINATION |
4.1 The term of this Agreement shall continue for 36 months from the Effective Date and may be renewed annually thereafter by mutual written consent (“Term”). Upon expiration of the Term without renewal, the relationship between the parties will be at will but all other provisions of this Agreement shall be applicable. This agreement may be terminated by either Employee or Company for cause or willful or gross negligence by either party. The Board of Directors of the Company may at any time remove the Employee from the position of Chief Executive Officer, which removal shall not be deemed a termination of the Agreement.
4.2 Employee’s obligations, and those of Employee’s employees, agents, successors and assignees, if any pursuant to Section 3 (Confidentiality; Ownership of Documents, Non-Compete), 5 (Indemnification), and 8 (Governing Law and Dispute Resolution) shall survive completion of Services, and the expiration or termination of this Agreement.
| 5. | REPRESENTATION AND WARRANTIES; INDEMNIFICATION |
5.1 The Employee warrants and represents that he is duly qualified to perform his duties hereunder, and further covenants that in performing his duties hereunder, he will not engage in activity that is in violation of applicable laws or subject the Company to liability thereunder. The Employee further warrants that his execution of this Agreement and the performance of services hereunder does not violate any agreement to which Employee is a party nor give any prior employer, partner, associate or any other person any legal or equitable rights against the Employee or the Company.
5.2 This Agreement is conditional on the Company’s commitment to obtain a directors’ and officers’ insurance policy as soon as commercially reasonable, and the Company signing an Indemnification Agreement satisfactory to the Employee. To the fullest extent permitted by applicable law, the Company agrees that it will not voluntarily change the terms of such D&O Insurance or the Indemnification Provisions to the detriment of the Employee at anytime while he is entitled to benefit of such D&O Insurance or Indemnification Provisions. Additionally, the Employee shall be entitled to such indemnification by the Company as is prescribed in the laws of the State of Florida or in the Charter or Bylaws of the Company.
| 6. | NOTICES |
Any notices delivered or received between either party shall be deemed to have been received:
| (a) | if it was delivered in person, on the date it was delivered; |
| (b) | if it was sent by electronic facsimile transmission, on the date it was delivered; |
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| (c) | if it was sent by registered mail, on the day it was received to the following address: |
SS Innovations International Inc.
3259 Progress Drive, Suite 126, Orlando, FL 32826
By email: sudhir.srivastava@ssinnovations.org
Attention: CEO
Barry F. Cohen
1600 SE 15th Street, #512, Ft. Lauderdale, FL 33316
By email: barryfcohen@gmail.com
| 7. | MODIFICATION OF AGREEMENT |
Any modification of this Agreement must be made in writing and signed by the Employee and the Company, or it shall have no effect and shall be void.
| 8. | GOVERNING LAW |
8.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to any conflict of law rules otherwise.
8.2 Any and all disputes arising hereunder, including disputes arising from or relating to termination and the grounds therefor, including all grounds arising from statutory claims alleging discrimination or violations of federal, state or local civil rights law, or otherwise, shall be resolved by binding arbitration in Florida before a single arbitrator in accordance with the arbitration rules of the American Arbitration Association (the “AAA”) applicable to arbitration then in effect. Notice of the demand for arbitration by either party shall be given in writing to the other party to this Agreement. On such demand, the dispute shall be heard by arbitration before a single arbitrator selected pursuant to the AAA rules. Any award rendered by the arbitrator shall be conclusive and binding on the parties hereto; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. The arbitrator shall be entitled to award equitable relief. Each party shall pay its own expenses of arbitration, including attorneys’ fees. Nothing herein shall prevent the Company from seeking and obtaining preliminary equitable relief from a court pursuant to Section 3.5.
8.3 The parties hereby submit to the jurisdiction of the federal and state courts located in Florida for the purpose of an order to compel arbitration, for preliminary relief in aid of arbitration or for a preliminary injunction to maintain the status quo or prevent irreparable harm prior to the appointment of the arbitrators, and to the non-exclusive jurisdiction of the aforementioned courts for the enforcement of any award issued hereunder, and waive any right to stay or dismiss any such actions or proceedings brought before any such court on the basis of forum non conveniens or improper venue.
| 9. | HEADINGS |
The headings utilized in this Agreement are for convenience only and are not to be construed in any way as additions or limitations of the covenants and agreements contained in this Agreement.
| 10. | GENERAL MATTERS |
10.1 The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of the same or of any other provisions of this Agreement.
10.2 This Agreement shall be binding upon the parties hereto and shall enure to the benefit of and be enforceable by each of the parties hereto and their respective successors and assigns, except that the duties and responsibilities of Employee hereunder are of a personal nature and shall not be assignable or delegable in whole or in part by the Employee without prior written consent of the Company.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the 14th day of April 2023.
| SS Innovations International, Inc., | ||
| By: | /s/ Dr. Sudhir Srivastava | |
| Name: | Dr. Sudhir Srivastava | |
| Title: | CEO & Chairman of the Board | |
| /s/ Barry F. Cohen | ||
| Barry F. Cohen | ||
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SCHEDULE “A”
REMUNERATION
| ● | As full consideration for performance of the services by the Employee, the Company shall pay the Employee a base salary of $15,000 (fifteen thousand dollars) monthly, beginning with the April 2023 payment, which rate shall be inclusive of all claims by the Employee for his services. However, Employee agrees to accrue his salary from the Effective Date through and including December 2023. Beginning on the Effective Date, normal direct business expenses will be covered, including business class travel on flights over 5 hours. |
| ● | Bonus to be as determined by the Board of Directors with the following factors applying equally: achievement of company goals and plans, capital raising, hiring of key employees in key locations. Bonus can be paid out quarterly if approved by the Board of Directors. |
* * * * *
Exhibit 31.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Sudhir Prem Srivastava, M.D., Chairman of the Board and Chief Executive Officer of SS Innovations International, Inc. f/k/a AVRA Medical Robotics, Inc., a Florida corporation (the “Registrant”), certify that:
| 1. | I have reviewed this Annual Report on Form 10-Q for the quarter ended June 30, 2023 of the Registrant; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
| 4. | The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15 (f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
| 5. | The other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
| Dated: August 7, 2023 |
| SS INNOVATIONS INTERNATIONAL, INC. | ||
| By: | /s/ Sudhir Prem Srivastava | |
| Sudhir Prem Srivastava, M.D. Chairman of the Board and Chief Executive Officer | ||
| (Principal Executive Officer) | ||
Exhibit 31.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Anup Sethi, Chief Financial Officer of SS Innovations International, Inc. f/k/a AVRA Medical Robotics, Inc., a Florida corporation (the “Registrant”), certify that:
| 1. | I have reviewed this Annual Report on Form 10-Q for the quarter ended June 30, 2023 of the Registrant; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
| 4. | The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15 (f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
| 5. | The other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
| Dated: August 7, 2023 |
| SS INNOVATIONS INTERNATIONAL, INC. | ||
| By: | /s/ Anup Sethi | |
| Anup Sethi Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
Exhibit 32.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of SS Innovations International, Inc., f/k/a AVRA Medical Robotics, Inc., a Florida corporation (the “Company”) for the quarter ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Sudhir Prem Srivastava, M.D., the Chairman of the Board and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: August 7, 2023
| SS INNOVATIONS INTERNATIONAL, INC. | ||
| By: | /s/ Sudhir Prem Srivastava | |
|
Sudhir Prem Srivastava, M.D. Chief Executive Officer | ||
| (Principal Executive Officer) | ||
Exhibit 32.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of SS Innovations International, Inc., f/k/a AVRA Medical Robotics, Inc., a Florida corporation (the “Company”) for the quarter ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anup Sethi., the Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: August 7, 2023
| SS INNOVATIONS INTERNATIONAL, INC. | ||
| By: | /s/ Anup Sethi | |
|
Anup Sethi Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||