What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2023-03-31 compared with 2022-11-04 · 152 added, 55 removed, 34 unchanged (86% of the section changed)

3 unchanged sentences

From July 2018 through September 2018, our common

stock traded on the OTCPink tier of the over-the counter market operated by OTC Markets Group, Inc.

stock traded on the OTC Pink tier of the over-the counter market operated by OTC Markets Group, Inc.

From September 2018 until September

2020, our common stock traded on the OTCQB tier of the over-the-counter market and from September 2020 until September 2021, our common

stock again traded on the OTCPink tier of the over-the-counter market.

2020, our common stock traded on the OTC QB tier of the over-the-counter market and from September 2020 until September 2021, our common

stock again traded on the OTC Pink tier of the over-the-counter market.

As a result of the death of the principal of our independent registered

2 unchanged sentences

Accordingly, commencing September 28, 2021, our common stock commenced trading on the Expert

The filing of this report is part of our efforts to become current in our Exchange Act filings and have our common stock traded

on the OTCPink or OTCQB tiers of the over-the counter market, although there is no assurance that we will be able to do so.

In early December 2022, the Company became current again in our Exchange Act filings and our common stock began trading again

on the OTC Pink tier of the over-the counter market.

The trading symbol for our common stock is AVMR.

2 unchanged sentences

Holders of our Common Stock

As of November 1, 2022, we had 39,197,099 shares of common stock issued

and outstanding and 181 holders of record of our common stock.

As of March 30, 2023, we had 53,887,738 shares

of common stock issued and outstanding and 191 holders of record of our common stock.

The payment by us of dividends, if any, in the

5 unchanged sentences

Compensation Plans

Plan category

securities to

1 unchanged sentence

of outstanding

price of outstanding

available for future

available for

plans(excluding

reflected in column

Equity compensation plans approved by security holders

5,116,000 shares (1)

4,074,000 shares (1)

Equity compensation plans not approved by security holders

Equity compensation

plans approved by security holders

Equity compensation

plans not approved by security holders

14,818,777 (1)

Represents shares of common stock under our 2016 Incentive Stock Plan.

Recent Sales of Unregistered Securities.

During the quarter ended December 31, 2021, the

Company issued and sold the following shares of our common stock without registration under the Securities Act of 1933, as amended (the

“ Securities Act ”):

On October 26, 2020, AVRA issued an aggregate

256,027 Units (“Units”) at a price of $1.00 per Unit in a private offering (the “Offering”) to four “accredited

investors.” Each Unit consisted of (a) four shares of our common stock (“Shares”);

(b) a three-year warrant to purchase

five Shares at an exercise price of $0.40 per Share;

and (c) a put option of their Membership Units in Avra Air LLC for one share of our

common stock.

As a result of the foregoing, the investors were issued an aggregate of 1,024,108 Shares, warrants to purchase 1,280,135

Shares and put options for 256,027 Shares.

One of the accredited investors, per his original commitment, subsequently invested an additional

$45,000 on May 3, 2021 in this same Unit funding thus receiving an additional 180,000 Shares, a warrant to purchase 225,000 Shares and

a put option for 45,000 Shares.

On December 22, 2020 one accredited investor and

the CEO invested $25,000 and $202,700, respectively, into 227,700 Units at a price of $1.00 per Unit in a private

offering (the “Offering”).

Each Unit consisted of (a) four shares of our common stock;

and (b) a three-year warrant to purchase

five Shares at an exercise price of $0.40 per share.

As a result of the foregoing, they were issued an aggregate of 910,800 Shares,

and warrants to purchase 1,138,500 shares.

The CEO used a total of $202,700 of Notes due to him from the Company to purchase

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.

On October 27, 2020, one investor paid $2,100

to the Company to exercise his option to purchase 21,000 shares at $0.10 per share.

On November 6, 2020 6 consultants were issued

a total 60,489 restricted shares of our common stock per their service agreements.

On November 6, 2020 Director Ettore Tomassetti

was issued 10,000 restricted shares of our common stock per his Stock Grant dated April 15, 2019.

On November 6, 2020 our Chief Strategy Officer

was issued 160,000 restricted shares of our common stock per his employment agreement dated March 1, 2018 and his Stock Grant Award dated

April 15, 2019.

On November 6, 2020 our Chief Medical Officer

was issued 70,000 restricted shares of our common stock per his employment agreement dated September 15, 2017.

During the quarter ended December 31, 2022, the Company issued and

sold 4,401,000 shares of our common stock to 21 accredited investors at $0.25 per share receiving $1,100,250 in total proceeds.

On October 1, 2021, the Company’s CEO, converted

6 unchanged sentences

45,000 shares of common stock at a price of $0.10 per share.

All the above securities were issued pursuant

to the exemptions from registration under the Securities Act afforded by Section 4(a)(2) thereof and/or Regulation D thereunder.

On July 1, 2022 the Company paid $5,000 and issued

to a consultant an option for 2,520,000 common shares with an exercise price of $0.10 per share as a performance bonus and for foregoing

all accrued and unpaid fees due for 2022 and for foregoing a portion of the fees due for the remaining five months of calendar year 2022.

The option vested immediately.

On July 1, 2022 the Company issued to its CEO

an option for 5,400,000 common shares with an exercise price of $0.10 per share as a performance bonus and for foregoing all of his 2022

The option vested immediately.

On July 1, 2022 the Company issued to its Chief

Medical Officer an option for 500,000 common shares with an exercise price of $0.10 per share as a performance bonus.

The option vested

On July 1, 2022 the Company issued to its Chief

Strategy Advisor an option for 500,000 common shares with an exercise price of $0.10 per share as a performance bonus.

The option vested

On July 1, 2022 the Company issued 240,270 shares

of common stock as payment in full for the accrued but unpaid fees due to its Counsel.

On July 1, 2022 the Company issued 27,250 shares

of common stock to its patent attorney per their fee agreement.

On July 1, 2022 the Company issued 160,000 shares

of common stock to its Chief Strategy Officer as required by his Stock Grant Award dated April 15, 2019 and his Employment Agreement dated

March 1, 2018.

On July 1, 2022 the Company issued 40,000 shares

of common stock to its Chief Medical Officer as required by his employment agreement dated September 15, 2021

On July 1, 2022 the Company issued a total of

569,747 shares of common stock to several consultants.

In July 2022, four investors exercised their put

options obtained from the Offering dated October 26, 2021, transferred their Membership Units in Avra Air LLC back to AVRA and received

301,027 shares of the Company’s common stock in return.

On July 25, 2022 the Directors and Shareholders

holding a majority of the issued and outstanding common shares of the Company adopted, by joint written consent, a resolution to increase

the Company’s common stock reserved for issuance under the Company’s 2016 Incentive Stock Plan to 20,000,000.

On August 5, 2022, AVRA entered into a non-binding

letter of intent with Dr.

Sudhir Srivastava (“Dr.

Srivastava”), Cardio Ventures Pvt.

Ltd., a Bahamian private limited company

Srivastava is the sole stockholder(“Cardio”), Otto Pvt, Ltd., a Bahamian private limited company and direct subsidiary

of Cardio (“Otto”) and Sudhir Srivastava Innovations Pvt.

Ltd., an Indian private limited company and indirect subsidiary

of Cardio (“SSI,” and together with Cardio and Otto, the “SSI Parties”) with respect to a business combination

between AVRA and the SSI Parties (the “Transaction”).

SSI, based in Haryana, 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”).

If and when the transaction is consummated, the

business of the SSI Parties, including the SSI Intellectual Property will be owned by AVRA.

The shareholders of the SSI Parties will own

95% of the common stock of post-transaction AVRA and the current shareholders of AVRA will own 5% of the common stock of post-transaction

In addition, there will be changes in composition of the board of directors, implementation of corporate governance policies and

changes in management, all with a view to listing the common stock of AVRA on the Nasdaq Stock Market, LLC or another National Securities

In addition, AVRA will change its name to “SS Innovations International, Inc.”

On November 7, 2022, AVRA entered into a

definitive Merger Agreement (the “Merger Agreement”), by and among AVRA, AVRA-SSI Merger Corporation, a Delaware

corporation and wholly-owned subsidiary of AVRA (“Merger Sub”), Cardio Ventures, Inc., a Delaware corporation

(“SSI - DE”) 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, Merger Sub will

merge with and into SSI – DE (the “Merger”).

In the Merger, holders of the outstanding shares of common stock of SSI

– DE at closing (including certain parties providing Interim Financing as described below), will receive in exchange for their SSI

– DE shares, such number of shares of AVRA common stock as will result in such holders owning 95% of the outstanding post-Merger

shares of AVRA common stock, with the current shareholders of AVRA owning 5% of the outstanding post-Merger shares of AVRA common stock.

In addition to the foregoing, upon completion

of the Merger, the holders of SSI – DE common stock will receive, pro rata, shares of newly designated Series A Non-Convertible

Preferred Stock (the “Series A Preferred Shares”).

The Series A Preferred Shares will vote together

with Shares of our common stock as a single class on all matters presented to a vote of stockholders, except as required by law and entitle

the holders of the Series A Preferred Shares to exercise 51.0% of the total voting power of the Company.

The Series A Preferred Shares

are not convertible into common stock, do not have any dividend rights and have a nominal liquidation preference.

The Series A Preferred

Shares also have certain protective provisions, such as requiring the vote of a majority of Series A Preferred Shares to change or amend

their rights, powers, privileges, limitations and restrictions.

The Series A Preferred Shares are automatically redeemable by the Company

for nominal consideration at such time as the holder owns less than 50% of the shares of AVRA common stock received in the Merger.

Concurrent with consummation of the Merger, Dr.

Srivastava will assign the SSI Intellectual Property to AVRA or a subsidiary of AVRA.

Moreover, the current directors and executive officers

will resign, other than Barry Cohen, who will continue as a director and in a new executive capacity, and the designees of the SSI –

DE stockholders will be appointed to AVRA’s board of directors and management.

Post – Merger, AVRA intends to focus a significant

part of its efforts on expanding and further developing the business of SSI-India, which will be an indirect majority-owned subsidiary

In addition to customary closing conditions, consummation

of the Merger is subject to the following conditions to be satisfied or waived by SSI – DE and Dr.

Srivastava at or prior to consummation

of the Merger:

● AVRA shall have changed its corporate name to “SS Innovations

International, Inc.;”

● AVRA shall have implemented a one for ten reverse stock split;

● AVRA shall have increased its authorized common stock to

250,000,000 shares.

The Merger Agreement, the Merger and the above

corporate actions have been approved by AVRA’s board of directors and majority stockholders.

They are subject to the filing with

and processing of an Issuer Company – Related Action Notification Form with the Financial Industry Regulatory Authority and the

filing of appropriate amendments to our Articles of Incorporation with the Florida Secretary of State.

On December 1, 2022, 10,000 shares of restricted

common stock were issued for services to Farhan Taghizadeh, per his employment agreement dated September 15, 2020.

During the quarter ended December 31, 2022, 60,000

shares of restricted common stock were issued to Nikhil Shah per his consulting agreement dated March 1, 2018.

On December 1, 2022, 60,000 shares of restricted

common stock were issued for services to a corporate services consultant.

During the quarter ended December 31, 2022, 50,000

shares of restricted common stock were issued to legal counsel as a bonus for general corporate advisory and legal services.

During the quarter ended December 31, 2022, 25,000

shares of restricted common stock were issued to each of Ettore Tomassetti and Alen York, in consideration for their services as members

of the Board.

During the quarter ended December 31, 2022, 2,060,000

shares of restricted common stock were issued to Barry Cohen as a bonus for his services as Chief Executive Officer for an approximately

eight year period.

During the quarter ended December 31, 2022, 2,125,000

shares of restricted common stock were issued to an independent administrative consultant as a bonus for rendering services over and above

those required pursuant to an agreement with the Company.

During the quarter ended December 31, 2022, 15,000

shares of restricted common stock were issued to a third-party consultant as a bonus per a services agreement with the Company dated March

During the quarter ended December 2022, 20,000

shares of restricted common stock were issued for services to Farhan Taghizadeh dated November 1, 2022 as per his employment agreement

with the Company dated September 15, 2020.

During the quarter ended December 31, 2022, 18,146

shares of restricted common stock were issued for services completed through September 17, 2022 to an independent consultant, per a services

agreement dated June 16, 2022.

During the quarter ended December 31, 2022, 11,641

shares of restricted common stock were issued for services completed through September 17, 2022 to another independent consultant, per

a services agreement dated June 16, 2022.

During the quarter ended December 31, 2022, the

Company issued to a business consultant 1,000,000 shares of restricted common stock in exchange for services rendered.

The offer and sale of the above securities were

made in private transactions exempt from the registration requirements of the Securities Act of 1933, as amended (the “ Securities

Act ”), in reliance on exemptions afforded by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation

D promulgated thereunder.

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-K

Item 5. Market for Registrant’s Common Equity