SS Innovations International, Inc. 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information From July 2018 through September 2018, our common 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 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 public accounting firm in December 2019 and the subsequent cessation of that firm’s operations, we temporarily ceased filing our periodic reports under the Exchange Act. Accordingly, commencing September 28, 2021, our common stock commenced trading on the Expert Market. 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. Regardless of which market our common stock has traded on, the trading market for our common stock has been sporadic and extremely limited. There can be no assurance that a liquid public trading market for our shares will develop or if developed, that it will be sustained. Holders 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. Dividends The payment by us of dividends, if any, in the future rests within the discretion of our Board of Directors and will depend, among other things, upon our earnings, capital requirements and financial condition, as well as other relevant factors. We have not paid any dividends since our inception and we do not intend to pay any cash dividends in the foreseeable future, but intend to retain all earnings, if any, for use in our business. Securities Authorized for Issuance under Equity Compensation Plans Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted- average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans(excluding securities reflected in column (a)) Equity compensation plans approved by security holders 14,818,777 shares (1) $ $0.269 5,181,223 shares (1) Equity compensation plans not approved by security holders 0 shares -- 0 shares Total 14,818,777 (1) $ 0 5,181,2230 (1) (1) Represents shares of common stock under our 2016 Incentive Stock Plan. 6 Recent Sales of Unregistered Securities. 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 a total of $595,000 of accrued salary into 5,950,000 shares of common stock at a price of $0.10 per share and agreed to receive 450,000 shares of common stock for $45,000 of the remaining salary due for the three months ending December 31, 2021 at a price of $0.10 per share. On October 1, 2021, a former employee now a consultant elected to convert a total of $251,500 of accrued consulting fees into 2,515,000 shares of common stock at a price of $0.10 per share, converted $161,500 of accrued salary into 1,615,000 shares of common stock at a price of $0.10 per share. and $4,500 of expenses into 45,000 shares of common stock at a price of $0.10 per share. 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 salary. 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 immediately. 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 immediately. 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 of which Dr. 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”). 7 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 AVRA. 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 Exchange. 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 of AVRA. 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; and ● AVRA shall have increased its authorized common stock to 250,000,000 shares. 8 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 15, 2022. 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. Item 6. [Reserved]