What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-11-30 compared with 2022-11-04 · 136 added, 110 removed, 174 unchanged (59% of the section changed)

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Note Regarding Forward Looking Statements

This report contains forward-looking statements

that reflect our current views about future events.

This report contains forward-looking statements that

reflect our current views about future events.

We use the words “ anticipate ,” “ assume ,” “ believe ,”

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expressed or implied by these forward-looking statements.

We are a medical robotics company developing a

fully autonomous medical robotic system using proprietary software which integrates Artificial Intelligence (“ AI ”)

and Deep Learning, or machine learning, (“ DL ”).

By using an AI and DL enhanced software program, we are creating an

intelligent robotic system that we believe can “ robotize ” a wide range of medical procedures currently being performed

by human hands.

We are concentrating our research and development efforts to meet rising expectations of patients and practitioners alike

for the precision, safety and speed offered by an AI enhanced robotics platform system that can be combined with proven medical devices,

end-effectors and surgical instruments.

We are a medical robotics company developing a fully

autonomous medical robotic system using proprietary software which integrates Artificial Intelligence (“ AI ”) and Deep

Learning, or machine learning, (“ DL ”).

By using an AI and DL enhanced software program, we are creating an intelligent

robotic system that we believe can “ robotize ” a wide range of medical procedures currently being performed by human

We are concentrating our research and development efforts to meet rising expectations of patients and practitioners alike for the

precision, safety and speed offered by an AI enhanced robotics platform system that can be combined with proven medical devices, end-effectors

and surgical instruments.

We believe that progress in mechanical and software

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provide improved quality and safety as well as improve patient throughput and workflow.

Our autonomous medical robotics system is being

developed to be compatible with available FDA approved surgical tools and end-effectors, enabling us to initially penetrate a sizable

and fast-growing aesthetics market, which includes micro-needling and laser solutions.

Our robotics system will allow doctors, and anyone

permitted to treat patients, defined at the State level, such as a licensed aesthetician, to treat damaged skin autonomously by delivering,

for example, micro-needling to the skin.

The micro-needling catalyzes the natural process of collagen remodeling, consisting of formation

of new collagen, elastin, and vascularization in the papillary dermis, similar to the effect of laser treatments.

We expect our robotic system to eliminate many

of the common errors that occur during handheld procedures, such as over- or under- exposure of the needles or energy-based instruments

that can have terrible cosmetic results and even injure the patient.

In addition, our system is being designed to continuously adjust

treatment parameters, such as penetration depth, time, and energy in order to individualize the outcome based on our algorithms.

Our autonomous medical robotics system is being developed

to be compatible with available FDA approved surgical tools and end-effectors, enabling us to initially penetrate a sizable and fast-growing

aesthetics market, which includes micro-needling and laser solutions.

Our robotics system will allow doctors, and anyone permitted to

treat patients, defined at the State level, such as a licensed aesthetician, to treat damaged skin autonomously by delivering, for example,

micro-needling to the skin.

The micro-needling catalyzes the natural process of collagen remodeling, consisting of formation of new collagen,

elastin, and vascularization in the papillary dermis, similar to the effect of laser treatments.

We expect our robotic system to eliminate many of

the common errors that occur during handheld procedures, such as over- or under- exposure of the needles or energy-based instruments that

can have terrible cosmetic results and even injure the patient.

In addition, our system is being designed to continuously adjust treatment

parameters, such as penetration depth, time, and energy in order to individualize the outcome based on our algorithms.

Our robotic system has been designed and developed

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practitioners alike.

Advantages of using our medical robotic approach

to procedures include:

Advantages of using our medical robotic approach to

procedures include:

Reduced cost per treatment.

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aesthetics market thereby avoiding medical insurance reimbursement issues.

Our medical robotic system utilizes a robotic

arm that has 7-degrees of freedom integrated with our proprietary AI-driven control software and algorithms.

Our medical robotic system utilizes a robotic arm

that has 7-degrees of freedom integrated with our proprietary AI-driven control software and algorithms.

The robotic arm was designed

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is expected to support market access to these six most important medical device marketplaces.

Since 2016, we had a research partnership with

the University of Central Florida (“ UCF ”) to develop a prototype intelligent medical robotic system.

Since 2016, we had a research partnership with the

University of Central Florida (“ UCF ”) to develop a prototype intelligent medical robotic system.

UCF is recognized

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and expired on April 30, 2021.

To further the depth of our research and development we also began a partnership in 2021 with Florida Polytechnic

University and are actively working with them on developing our system.

Avra recently brought in two Associate Professors and a graduate

to join Avra’s engineering development team.

Effective October 11 th , 2021 Avra executed a Sponsored Student Project Agreement

which included two payments of $8,030 each covering Fall semester in 2021 and Spring semester in 2022.

On September 10, 2019, we entered into a collaborative

research and development agreement with Infinite Mind, LLC, now known as Avra Air, LLC (“ Avra Air ”).

Avra Air is in

the business of developing computerized systems for robot operation and automation employing software and AI for applications in various

industries and has more recently expanded to the development of air sanitizing devices to help address such pathogens as COVID-19.

CEO is also an owner of Avra Air.

Avra Air, with the use of Avra’s facilities and cooperation of Avra personnel, will seek to develop

software and AI systems for robots that are relevant to the field of medical treatment or diagnostics.

As part of the collaboration, Avra

Air has granted Avra an exclusive, worldwide, full paid-up, perpetual, royalty-free license to commercialize any technology (including

any patents) developed by Avra Air individually or jointly with Avra during the term of the agreement as well as existing technology of

AVRA AIR in the field of medical robotics.

This license survives termination of the agreement.

On November 6, 2020, AVRA made an investment of

$210,000 in Avra Air which was made with $40,000 in cash and the balance by the issuance to Avra Air of 472,222 restricted shares of our

common stock valued at $0.36 per share.

In exchange for the investment.

Avra received (a) a 49.8% limited liability company membership

interest in Avra Air;

and (b) the remaining 50% of a vehicular air sterilization provisional patent that Avra did not yet control.

addition, Avra also agreed to pay Avra Air a royalty payment of $1.50 per vehicular air sterilization kit for two years from the date

that a first kit that uses the patent is sold.

On December 22, 2020, the Company issued 472,222 shares of its common stock towards the

acquisition of its interest in Avra Air.

Avra Air has recently built a prototype portable air de-contaminant system which it plans to

Our senior leadership team and advisory boards

have broad and deep experience in clinical practice, medical research, innovation and development in the medical robotics field.

that our team, which has been active in the medical robotics field for many years, brings the necessary skills and experience to develop

and commercialize intelligent medical robotic systems, as well as in marketing, supply chain management, and the implementation of all

other aspects of our planned business operations.

To further the depth of our research and development

we also began a partnership in 2021 with Florida Polytechnic University and are actively working with them on developing our system.

recently brought in two Associate Professors and a graduate to join Avra’s engineering development team.

Effective October 11 th ,

2021 Avra executed a Sponsored Student Project Agreement which included two payments of $8,030 each covering Fall semester in 2021 and

Spring semester in 2022.

We believe we can rapidly develop and commercialize

its initial medical robotic system in the aesthetic skin resurfacing market because of the following advantages and progress made to date,

our initial medical robotic system in the aesthetic skin resurfacing market because of the following advantages and progress made to date,

Our team is experienced in medical robotic engineering.

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We believe that our treatment-independent medical robotics platform system will be compatible with currently and yet to be approved end-effectors and/or surgical tools enabling rapid entry into the skin resurfacing and other markets with new and improved devices.

See “ Note10.

Subsequent Events ”

to our unaudited Condensed Financial Statements included in Item 1 of this report with respect the definitive Merger Agreement

entered into on November 7, 2022 (the “ Merger Agreement ”), by and among AVRA, AVRA-SSI Merger Corporation, a Delaware

corporation and wholly-owned subsidiary of AVRA, CardioVentures, Inc., a Delaware corporation (“ SSI - DE ”) and Dr.

Sudhir Srivastava (“ Dr.

Srivastava ”), who, through his holding company, owns a controlling interest in SSI-DE.

SSI-DE, 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 development, commercialization, manufacturing and sale of medical and surgical robotic systems utilizing

patents, trademarks and other intellectual property held by Dr.

Srivastava (the “ SSI Intellectual Property ”).

Pursuant to the Merger Agreement, Avra (which

will change its name to SS Innovations International, Inc.), will acquire an indirect controlling interest in SSI India and ownership

of the SSI Intellectual Property and Dr.

Srivastava will become the Company’s controlling shareholder.

Results of Operations

The financial statements appearing elsewhere in

this report have been prepared assuming the Company will continue as a going concern.

The financial statements appearing elsewhere in this

report have been prepared assuming the Company will continue as a going concern.

The Company was recently formed and has not established

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continue as a going concern.

The following table provides selected balance

sheet data for our Company at March 31, 2021 (unaudited) and December 31, 2020:

The following table provides selected balance sheet

data for our Company at September 30, 2022 (unaudited) and December 31, 2021:

Balance Sheet Data:

September 30,

Total Liabilities

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a shortfall in operating capital, we could be faced with having to limit our research and development activities.

Three months ended March 31, 2021, as compared

to three months ended March 31, 2020

Three months ended September 30, 2022, as compared

to three months ended September 30, 2021

We had no revenues during either

the three months ended March 31, 2021 or the three months ended March 31, 2020.

the three months ended September 30, 2022 or the three months ended September 30, 2021.

Research and Development Expenses.

and development expenses during the three months ended March 31, 2021 were $0, as compared to $2,000 for the three months ended March

and development expenses during the three months ended September 30, 2022 and September 30, 2021 were $0.

General and Administrative Expenses.

$175,180 and $151,493 in general and administrative expenses during the three months ended September 30, 2022, and September 30, 2021,

respectively.

General and administrative expenses include legal and other professional expenses related to the Company’s filings

as a public company with the Securities and Exchange Commission (the “ SEC ”).

Compensation Expense.

We had compensation expenses

of $724,965 and $266,746 for three months ended September 30, 2022 and September 30, 2021, respectively.

This includes compensation for

the management staff and stock-based compensation expense related to the Company’s 2016 Stock Incentive Plan.

Other Income/Expenses .

We earned $42 in interest

in the three months ended September 2022 as compared to $29 of interest during the three months ended September 30, 2021.

We incurred a net loss of $900,145

or $0.02 per share (based on 39,461,725 weighted average shares outstanding) for the three months ended September 30, 2022, as compared

to a net loss of $418,210 or $0.02 per share (based on 27,670,671 weighted average shares outstanding) for the three months ended September

The increase in net loss from the 2021 quarter to the 2022 quarter is in large part due to an increase in General and Administrative

Nine months ended September 30, 2022, as compared

to nine months ended September 30, 2021

We had no revenues during either

the nine months ended September 30, 2022 or the nine months ended September 30, 2021.

Research and Development Expenses.

and development expenses during the nine months ended September 30, 2022, were $0, as compared to $1,000 for the nine months ended September

Research and development expenses reflect continuing development work on the Company’s prototype robotic system at its

facilities at UCF’s incubator in Orlando, Florida.

Compensation Expense.

We had compensation

expense of $219,600 and $223,944 during the three months ended and no revenues during either the three months ended March 31, 2021 and

March 31, 2020, respectively.

This includes compensation for the management staff and stock-based compensation expense related to the

Company’s 2016 Stock Incentive Plan.

General and Administrative Expenses.

incurred $80,477 and $80,727 in general and administrative expenses during the three months ended March 31, 2021 and March 31, 2020, respectively.

General and administrative expenses include legal and other professional expenses related to the Company’s filings as a public company

with the Securities and Exchange Commission (the “ SEC ”).

$330,900 and $317,286 in general and administrative expenses during the nine months ended September 30, 2022, and September 30, 2021,

respectively.

General and administrative expenses include legal and other professional expenses related to the Company’s filings

as a public company with the Securities and Exchange Commission (the “ SEC ”).

Compensation Expense.

We had compensation expenses

of $819,732 and $812,381 during the nine months ended September 30, 2022, and September 30, 2021, respectively.

This includes compensation

for the management staff and stock-based compensation expenses related to the Company’s 2016 Stock Incentive Plan.

Other Income/Expenses .

We had $106 interest

earned in the first three quarters of 2021 as compared to $344 of other expenses during the three months ended March 31, 2020 consisting

of interest expense related to loans.

earned in the nine months ended September 2022 as compared to $89 of interest during the nine months ended September 30, 2022.

We incurred a net loss of $1,150,525

for the three months ended March 31, 2021, as compared to a net loss of $307,015 for the three months ended March 31, 2020.

for the nine months ended September 30, 2022, as compared to a net loss of $1,130,578 for the nine months ended September 30, 2021.

Liquidity and Capital Resources

The Company expects to require substantial funds

for research and development, to continue to develop, secure marketing approval for and ultimately manufacture and market its initial

medical robotic system.

Until the Company is able to generate revenues from the sale of its initial medical robotic system, it expects

to meet its operating cash flow requirements from the net proceeds of this Offering and if necessary, from future public or private sales

of its securities and, if possible, on favorable terms, by entering into development partnerships to assist the Company with its technology

development activities.

The Company expects to require substantial funds for

research and development, to continue to develop, secure marketing approval for and ultimately manufacture and market its initial medical

robotic system.

Until the Company is able to generate revenues from the sale of its initial medical robotic system, it expects to meet

its operating cash flow requirements from the net proceeds of this Offering and if necessary, from future public or private sales of its

securities and, if possible, on favorable terms, by entering into development partnerships to assist the Company with its technology development

During the period from inception (February 4, 2015)

2015) through March 21, 2020, the Company raised (a) $1,900 from an initial private offering of its common stock in February 2017;

$480,000 from the private offering of the convertible notes completed in June 2017;

through September 30, 2020, the Company raised (a) $1,900 from an initial private offering of its common stock in February 2017;

from the private offering of the convertible notes completed in September 2017;

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of our common stock at a price of $1.25 per share in August 2018.

In March 2019, the Company sold 7.5 Units in a

private offering of ten (10) units (“ Units ”), each Unit consisting of a $10,000 principal amount six-month promissory

note bearing interest at the rate of 5% per annum and a three-year warrant to purchase 5,000 shares of common stock at an exercise price

of $1.25 per share.

In addition to the foregoing, from December 2018

thru March 2020, the Company obtained fourteen loans from Barry F.

In March 2019, the Company sold 7.5 Units in a private

offering of ten (10) units (“ Units ”), each Unit consisting of a $10,000 principal amount nine-month promissory note

bearing interest at the rate of 5% per annum and a three-year warrant to purchase 5,000 shares of common stock at an exercise price of

$1.25 per share.

In addition to the foregoing, from December 2018 thru

September 2020, the Company obtained fourteen loans from Barry F.

Cohen, our Chief Executive Officer totaling $468,500.

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exercise a stock option for 1,000,000 shares held by Mr.

While we have been successful in raising funds

to fund our operations since inception and we believe that we will be successful in obtaining the necessary financing to fund our operations

In October 2020 the Company raised $301,027 through

the sale of 301,027 Units.

Each Unit gave the investor four restricted common shares, five warrants with an exercise price of $0.40 per

share, and one put option for one of the Company’s restricted common shares.

In December 2020 the Company raised $227,700 through

the sale of 227,700 Units.

Each Unit gave the investor four restricted common shares and five warrants with an exercise price of $0.40

The Company’s CEO participated in this investment by agreeing to use 202,700 of Notes due to him from the Company to

purchase 202,700 Units.

In January 2021 the Company raised $235,000 through

the sale of 235,000 Units.

Each Unit gave the investor four restricted common shares and five warrants with an exercise price of $0.40

In the fourth quarter of 2021 the Company raised a

total of $315,200 from six accredited investors by selling 2,229,231 shares of the Company’s restricted common stock at prices ranging

from $0.13 per share to $0.52 per share.

In the third quarter of 2022 the Company raised

$250,000 from one accredited investor through the sale of 1,000,000 of the Company’s restricted common shares.

While we have been successful in raising funds to

fund our operations since inception and we believe that we will be successful in obtaining the necessary financing to fund our operations

going forward, we do not have any committed sources of funding and there are no assurances that we will be able to secure additional funding.

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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

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.

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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.

Quantitative Disclosures About Market

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.

Quantitative Disclosures About Market Risks.

As a “ smaller reporting company, ”

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis