SS Innovations International, Inc. 10-K

Item 9A. Controls and Procedures . (a) Disclosure Controls and Procedures Management’s Report on Disclosure Controls and Procedures Our Chief Executive Officer, as our principal Executive, Financial and Accounting 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 December 31, 2022, 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, as our Principal Executive, Financial and Accounting Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer, as our principal Executive, Financial and Accounting Officer, has concluded that as of December 31, 2022, 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 this report. Our Chief Executive Officer, as our principal Executive, Financial and Accounting Officer, does 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 principal executive officer has 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 error 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. (b) Management’s Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer, as our Principal Executive, Financial and Accounting Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. generally accepted accounting principles (“ GAAP ”). Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of management and directors of our Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not provide absolute assurance that a misstatement of our financial statements would be prevented or detected. 12 Our Chief Executive Officer, as our Principal Executive, Financial and Accounting 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 (the “ Exchange Act ”), as amended, as of December 31, 2022, 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 adopted by 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 (our principal executive, financial and accounting officer), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer, as our Principal Executive, Financial and Accounting Officer, has concluded that as of December 31, 2022, our disclosure controls and procedures were not effective at the reasonable assurance level reasonable assurance level in that: ● We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness. ● We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness. Our Chief Executive Officer, as our Principal Executive, Financial and Accounting Officer, does 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 principal executive officer has 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 error 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. (c) Remediation of Material Weaknesses To remediate the material weakness in our documentation, evaluation and testing of internal controls we plan to engage a third-party firm to assist us in remedying this material weakness once resources become available. We also intend to remedy our material weakness with regard to insufficient segregation of duties by hiring additional employees in order to segregate duties in a manner that establishes effective internal controls once resources become available. (d) Changes in Internal Controls Over Financial Reporting There were no changes in our internal controls over financial reporting that occurred during the last fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. None. 13 PART III Item 10. Directors, Executive Officers and Corporate Governance. Our directors and executive officers and their respective ages and titles are as follows: Name Age Position(s) and Office(s) Held Barry F. Cohen 83 Chief Executive Officer. Acting Chief Financial Officer and Director Dr. Ray Powers 77 Chief Operating Officer Farhan Taghizadeh, M.D. 51 Chief Medical Officer Alen Sands York 90 Director Ettore Tomasetti 83 Director Set forth below is a brief description of the background and business experience of our directors and executive officers. Barry F. Cohen founded the Company and has served as its Chief Executive Officer and a director since February 4, 2015. Between 2006 and 2008, Mr. Cohen was a private investor and founded AVRA Surgical, Inc., a medical technology company. Prior to founding AVRA, Mr. Cohen was a director of Dualis Med-Tech from 2012 to 2014 and has been a director of AvraMiro since 2009 and Avra Surgical Robotics, Inc. since 2011, which companies are currently inactive. From approximately 1979 to 1983 he served as director of Synalloy Corp., a manufacturer of pipe, piping systems and specialty chemicals after which he was appointed to serve as President from 1984 to 1985. Mr. Cohen also served as Chairman of the Executive Board of Wolverine Technologies, Inc., a NYSE listed company from 1979 to 1983 and President of Barry F. Cohen & Co., an NASD (n/k/a FINRA) member firm from 1983 to 1999. Mr. Cohen has over 50 years’ experience in managing private and public industrial companies, and 47 years’ experience as a securities executive. This significant experience qualifies Mr. Cohen to serve as a director. Dr. Ray Powers , who became our Chief Operating Officer on August 1. 2016, was an executive within the Bell System for 30 years prior to moving on to C-level positions in the technology sector serving in both private and public companies. He has served as Director of Standards for the Project Management Institute, and on their Board of Directors as well as on several non-profit boards. During the last 5 years, he has been a full-time professor and administrator in higher education. In December 2015, Dr. Powers and his spouse filed a petition for bankruptcy protection under Chapter 11 of the Bankruptcy Code. Their plan of reorganization was confirmed, and the bankruptcy was discharged in December 2016. Dr. Powers holds a professional project manager credential (PMP); a Bachelor of Science degree in business from Arizona State University; a master of arts degree in education; a master of arts degree in business (MBA); and a doctorate degree in leadership (EdD). Farhan Taghizadeh, M.D. , 45, became our Chief Medical Officer on September 15, 2017, after serving as a member of our Medical Advisory Board since October 1, 2016. Dr. Taghizadeh received his undergraduate degree from Yale University and attended medical school at Penn State University. He completed his residency at the University of Rochester in Rochester, New York and his post-residency fellowship at the University of Bern, Switzerland. Dr. Taghizadeh has authored numerous publications and received many honors. He is certified by the American Board of Otolaryngology-Head and Neck Surgery. Dr. Taghizadeh is an expert in facial rejuvenation, having performed over 3,000 face lifts and thousands of laser procedures. He has authored numerous publications, spoken at many national meetings, and has been involved as a consultant and luminary with various companies in the facial aesthetic arena. Dr. Taghizadeh holds various patents in the field of personalized skincare and automated aesthetic devices. He completed the FDA studies for the Vivace, an advanced RF Microneedling technology, and in 2015, founded Aesthetics Biomedical, a thought leader in the innovation of treatment serums, masks, numbing cream and recovery agents to optimize the results of the treatments they design. In 2014, Dr. Taghizadeh co-founded Omni Bioceutical Innovations, an innovative skin treatment and care solutions company, which was a presenter at MEIDAM in 2017. Dr. Taghizadeh also founded Amnioaesthetics, a company launched in 2016, which is dedicated to advancing amniotic products in the space of regenerative skin and hair care. He has also served as the Chief Medical Director of Arizona Facial Plastics since 2016. Dr. Taghizadeh’s interest in robotics stems from his 2013 publication outlining the steps to use robots to conduct facial cosmetic procedures. His recent research focuses on advancing various laser applications, robotics and personalized skincare solutions. 14 Alen Sands York who became a Director on March 1, 2020, has over sixty years of entrepreneurial and international business experience. From managing a third-generation family home textile company in the USA and Germany to diverse ventures in advertising, public relations, international marketing, automotive and marine industries, industrial design, motion pictures, restaurants, wine and spirits. He is multilingual, an artist, published author and poet. He has worked in the USA, Cuba, Mexico, Japan, the UK, Hong Kong, the Philippines, and Germany. His family has a medical background and for the last ten years has been dedicated to the development of surgical robotics internationally. We believe that Mr. York’s business experience makes him a valuable member of our Board of Directors. Mr. Ettore Tomassetti who became a Director on March 1, 2020, has over fifty-five years of experience in Electromechanical Design and Fabrication, Food Processing, Building Sciences and Customer Service. After several years of Military Service, he went on to managing/directing a variety of service and manufacturing companies. His business acumen allowed him to secure contractual agreements with commercial and retail businesses in Germany, Canada, Mexico, UK and throughout the Caribbean Islands. For the past five years he has been involved in the design and fabrication of medical robotic instruments and air sanitizing devices. Given his experience, we believe that Mr. Tomassetti is well qualified to serve as a Director of the Company. Terms of Office Our directors are appointed for a one-year term to hold office until the next annual meeting of our shareholders and until a successor is appointed and qualified, or until their removal, resignation, or death. Executive officers serve at the pleasure of the board of directors. Director Independence At present, we believe that our two non-employee directors (Messrs. York and Tomassetti) are “ independent ” as defined under Rule 10A-3(b)(1) under the Exchange Act. Board Committees Our board of directors does not currently have an audit committee, a compensation committee, or a corporate governance committee. We plan to establish such committees in the near future, all the members of which will be “ independent ” directors. Code of Ethics We have adopted a Code of Ethics that applies to employees, including our principal executive officer, principal financial officer, or persons performing similar functions. Board of Directors Role in Risk Oversight Members of the board of directors have periodic meetings with management and the Company’s independent auditors to perform risk oversight with respect to the Company’s internal control processes. The Company believes that the board’s role in risk oversight does not materially affect the leadership structure of the Company. 15 Medical Advisory Board The Company has also established a medical advisory board, whose members meet periodically in person or by telephone with management and/or the board of directors to advise on scientific, product development and marketing matters. The current members of the medical advisory board are: Dr. Nikhil L. Shah, D.O. , who served as a director of the Company from October 1, 2016 until March 1, 2018, at which time he stepped down from such position and became the Company’s Chief Strategy Officer until March 1, 2020, at which time he stepped down as an executive officer of the Company, but continued in the role of the Company’s Chief Strategy Officer on an advisory basis. Dr. Shah is one of the top global leaders in robotic surgery and is currently the Chief of Minimal Access and Robotic Surgery at Piedmont Healthcare in Atlanta, GA. He previously served as the Director of Urology and Urologic Oncology at Piedmont Atlanta Hospital from 2012 to 2016. He holds an Associate Professor (adjunct) at the Georgia Institute of Technology in the College of Computing — Robotics & Intelligent Machines. Prior positions also include the Section Chief of Urology, Department of Surgery, Saint Joseph’s Hospital of Atlanta, and the Director of Robotic Surgery, Saint Joseph’s Hospital of Atlanta. Dr. Shah is founder and board member of the Men’s Health & Wellness Center in Atlanta. This is a 501(3)(c) non-profit that works to educate men on screening and prevention for all health issues affecting the aging male as well as awareness of cancer conditions affecting men and their partners. Given his experience, he has been an invited speaker and advisor for organizations in the financial arena, academia and medical device Industry. Dr. Shah has a Bachelor’s of Science (B.S.) degree in Neurobiology from the University of Michigan in Ann Arbor, a Master’s in Health Management & Health Policy from the University of Michigan in Ann Arbor, and his Doctor of Osteopathic Medicine (D.O.) degree from the Kirksville College of Osteopathic Medicine. Dr. Juan Jose Badimon, Ph.D. , is a Professor of Medicine and Director of the Atherothrombosis Research Unit at the Cardiovascular Institute, Mount Sinai School of Medicine, New York. His academic appointments include the Mayo Clinic, Massachusetts General Hospital, Harvard University, Boston, and Mount Sinai School of Medicine, New York. His major research interests are focused on pathogenesis and treatment of atherothrombosis and cardiovascular diseases. Dr. Badimon has published more than 370 peer-reviewed articles in athero-thrombosis, imaging and cardiovascular diseases. He serves as reviewer for 10 of the top journals in cardiovascular diseases. Dr. Badimon holds a Pharmacy degree from the University of Barcelona and a Ph.D. degree in Pharmacology from the University of Barcelona. Dr. Heywood Y. Epstein, M.D. , was Chief Resident in Radiation Therapy at Montefiore Hospital in the Bronx, NY, Assistant Professor of Radiology at Columbia Physicians and Surgeons, New York University, Mount Sinai Medical School in New York City, and SUNY at Stony Brook on Long Island. While in the U.S. Public Health Service (“USPHS”) he was both Director of Staten Island Radiology Residency Program, Director of their Radiology Technologist Training Program, and USPHS radiation safety officer for the Northeast United States. Dr. Epstein helped establish NYU’s first ultrasound section in their Radiology Department and has co-authored 25 articles for juried journals. Dr. Epstein has performed approximately 10,000 angiograms and interventional radiographic procedures, in addition to another 10,000 breast biopsies guided by ultrasound, and stereotactically Dr. Epstein holds a bachelor’s degree in biology from Harvard University and received his Medical Degree from State University of New York. Members of the medical advisory board are compensated through the grant of a stock option awards under our 2016 Incentive Stock Plan. Except for Dr. Shah, current members each received a five-year option to purchase 36,000 shares at an exercise price equal to fair market value as of the date of grant, 6,000 shares of which vested upon grant and the balance of which vest in twelve quarterly installments of 2,500 shares each, subject to continued service. Dr. Shah received a five-year option to purchase 108,000 shares at an exercise price equal to fair market value as of the date of grant vesting in thirty-six monthly installments of 3,000 shares each, subject to continued service. Scientific Advisory Board The Company has also established a scientific advisory board, whose members meet periodically in person or by telephone with management and/or the board of directors to advise on scientific, product development and marketing matters. Set forth below is a brief description of the background and business experience of the current members of our scientific advisory board. 16 Andrew M. Economos, Ph.D. , initially worked in the aerospace computing industry in Los Angeles, and after some years moved to Princeton to work in RCA’s Sarnoff Labs. From there he went to RCA subsidiary company NBC in New York, where he was Vice President of Management Information Services, managing the immense computing needs of NBC. From there he founded and led a highly successful broadcast software company, Radio Computing Services, which he sold in 2006 to Clear Channel Communications (now iHeartMedia). He has served on The New York Botanical Garden’s Science Committee and Corporation Board, the Board of Selby Gardens in Sarasota, and the Board of the Science Committee of Westchester Community College. Dr. Economos earned his M.S in Mathematics at the University of Florida and his Ph.D. in Mathematical Statistics at UCLA. Fred Nazem, Ph.D. , has been building highly disruptive, industry-leading healthcare and technology companies since the late 1970’s. He is best known as the turnaround specialist who, as Chairman, led the successful reorganization of Oxford Health Plans, which was later sold to United Healthcare for more than $6 billion. A number of his start-up ventures, including Cirrus Logic Inc., Bluebird Bio, and Genesis Health Ventures, have grown to become billion-dollar enterprises and more than a dozen of them have achieved multi-billion-dollar revenue status. A scientist turned financier, Mr. Nazem holds a bachelor’s degree in biochemistry from Ohio University, a master’s degree in physical chemistry from the University of Cincinnati, and an MBA in finance from Columbia University. Members of the scientific advisory board are compensated through the grant of a stock option awards under our 2016 Incentive Stock Plan. Current members each received a five-year option to purchase shares at an exercise price equal to fair market value as of the date of grant, subject to continued service. Item 11. Executive Compensation. Summary Compensation Table The table below summarizes all compensation awarded to, earned by, or paid to our Chief Executive Officer and our other executive officers for the years ended December 31, 2022, December 31, 2021, and December 31, 2020. Name and Principal Position Year Salary ($) Bonus ($) Stock Awards (#) Option Awards (#) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Barry F. Cohen, 2022 292,700 0 2,060,000 5,400,000 358,429 0 0 0 651,129 Chairman and 2021 0 0 0 0 0 0 0 0 0 Chief Executive Officer (1) 2020 180,000 0 0 1,000,000 145,050 0 0 6,000 331,050 Farhan Taghizadeh, M.D., 2022 0 0 60,000 850,000 41,019 0 0 0 41,019 Chief Medical Officer (2) 2021 0 0 60,000 29,167 653 0 0 0 653 2020 0 0 76,000 0 0 0 0 0 0 (1) Per Mr. Cohen’s renewed employment agreement dated July 1, 2021, he was granted an option for 1,000,000 shares all vesting immediately. On September 22, 2021, Mr. Cohen agreed to convert $50,000 of his accrued but unpaid salary from prior years in shares at $0.13 per share. On October 1, 2021, Mr. Cohen agreed to convert all his accrued but unpaid salary and the balance of his 2021 salary thru the end of the calendar year in shares at $0.10 per share. As a performance bonus and in return for foregoing all of his calendar year 2022 salary, Mr. Cohen was issued an option for 5,400,000 common shares with an exercise price of $0.10 per share all vesting immediately. In December 2022 the Board issued 2,060,000 shares as a performance bonus to Mr. Cohen and the Company canceled its employment agreement dated July 1, 2020, with Mr. Cohen, by paying him the balance of payments due per such agreement through the end of the agreement’s term. (2) Dr. Taghizadeh became the Company’s Chief Medical Officer on September 15, 2017, at which time he was awarded a grant of 20,000 shares of common stock under our 2016 Incentive Stock Plan and a grant of 5,000 shares under our 2016 Incentive Stock Plan for each subsequent month in which he serves in such capacity. As of May 1, 2019, the 5,000 shares per month was increased to 7,000 shares per month. As of September 15, 2020 the number of shares per month was reduced to 5,000 per month. On October 1, 2021, Dr. Taghizadeh was awarded an option for 350,000 shares, vesting in equal monthly installments over 36 months. On July 1, 2022, Dr. Taghizadeh was awarded an option for 500,000 shares, vesting in equal monthly installments over 36 months. All his options’ vesting accelerated due to the pending merger with SS Innovations, Inc. 17 Employment and Service Agreements The Company was party to an employment agreement with Barry F. Cohen, its Chief Executive Officer. Mr. Cohen’s employment agreement was set to expire in June 30, 2024 and provided for a base salary of $15,000 per month. The employment agreement also provided for reimbursement of other reasonable business expenses incurred by Mr. Cohen in the performance of his duties and contains confidentiality and non-competition provisions. In December 2022 the Board cancelled the employment agreement with Mr. Cohen and in return paid him the balance of payments due per such agreement through the end of its term. Mr. Cohen agreed to continue to act and perform fully in his role of CEO through the closing of the planned merger with CardioVentures, Inc. We are also party to “ at will ” service agreements with our Chief Medical Officer, Dr. Farhan Taghizadeh and our Chief Operating Officer, Ray Powers. Outstanding Equity Awards at Fiscal Year-End Table The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each of our executive officers outstanding as of December 31, 2022. Number of Securities Underlying Unexercised Options Exercisable Number of Securities Underlying Unexercised Options Unexercisable Option Exercise Price Option Expiration Date Number of Shares that have not vested Market value of shares of stock that have not vested* Barry F. Cohen 750,000 750,000 $ 1.00 12/1/2024 0 0 Barry F. Cohen 389,000 389,000 $ 0.25 3/1/2025 0 0 Barry F. Cohen 1,000,000 1,000,000 $ 0.25 7/1/2025 0 0 Barry F. Cohen 390,000 390,000 $ 0.25 12/22/2025 0 0 Barry F. Cohen 390,000 390,000 $ 0.25 10/1/2026 0 0 Barry F. Cohen 5,400,000 5,400,000 $ 0.10 7/1/2027 0 0 Farhan Taghizadeh, M.D. 350,000 350,000 $ 0.25 10/01/2026 0 0 Compensation of Directors On October 1, 2021 both of our Independent Directors received on Option for 50,000 restricted common shares of our Company with an exercise price of $0.25 per share and vesting equally over 36 months. 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. 2016 Incentive Stock Plan Our 2016 Incentive Stock Plan (the “ 2016 Plan ”) provides for equity incentives to be granted to our employees, executive officers or directors or to key advisers or consultants. Equity incentives may be in the form of stock options with an exercise price not less than the fair market value of the underlying shares as determined pursuant to the 2016 Plan, restricted stock awards, other stock-based awards, or any combination of the foregoing. The 2016 Plan is administered by the compensation committee, or alternatively, if there is no compensation committee, the board of directors. 3,000,000 shares of our common stock were originally reserved for issuance pursuant to the exercise of awards under the 2016 Plan. In August 2019, our board of directors and our majority shareholders approved an increase in the number of shares reserved under the 2016 Plan to 10,000,000 shares of our common stock. Our board of directors and majority shareholders in July 2022, approved a subsequent increase in the number of shares of our common stock reserved under the 2016 Plan to 20,000,000 shares of common stock. As of the date of this report, we have granted options to purchase 14,986,000 shares under the 2016 Plan, exercisable at prices ranging from of $0.10 to $2.00 per share and 3,008,239 shares in stock grants. As of December 31, 2022, the Company has granted options to purchase 14,966,000 shares under the 2016 Plan, exercisable at prices ranging from of $0.10 to $2.00 per share and 3,003.239 shares in stock grants. 18 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth, as of the date of this report, the beneficial ownership of our common stock by each director and executive officer, by each person known by us to beneficially own 5% or more of our common stock and by directors and executive officers as a group. Unless otherwise stated, the address of the persons set forth in the table is c/o the Company, 3259 Progress Drive, Suite 114, Orlando, FL 32826. Names and addresses of beneficial owners Number of shares of common stock* Percentage of class (%)* Barry F. Cohen (1) 24,591,311 37.64 Ray Power (2) 89,400 ** Farhan Taghizadeh , M.D. (3) 1,276,000 1.95 Alen Sands York (4) 253,744 ** Ettore Tomasetti (5) 161,200 ** All directors and executive officers as a group (five persons) 26,371,655 40.37 * Includes shares issuable upon the exercise of options within sixty (60) days of the date of this prospectus. ** Less than 1%. (1) Includes 23,707,611 shares owned by Mr. Cohen directly, and 883,700 shares held by Avra Acquisitions, LLC of which Mr. Cohen is managing member and over which shares Mr. Cohen exercises voting and dispositive control. (2) Includes 89,444 shares owned by Dr. Powers directly. (3) Includes 1,276,000 shares owned by Dr. Taghizadeh directly of which 850,000 are shares issuable upon the exercise of stock options. (4) Includes 253,744 shares owned by Mr. York directly of which 86,000 are shares issuable upon the exercise of stock options. (5) Includes 161,200 shares owned by Mr. Tomassetti directly of which 86,000 are shares issuable upon the exercise of stock options. The persons named above have full voting and investment power with respect to the shares indicated. Under the rules of the SEC, a person (or group of persons) is deemed to be a “beneficial owner” of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. 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 5,181,223shares (1) Equity compensation plans not approved by security holders 0 shares None issued 0 shares Total 14,818,777 shares (1) $ 0.269 5,181,223 shares (1) (1) Represents shares of common stock under the 2016 Plan. 19 Item 13. Certain Relationships and Related Transactions, and Director Independence. Related Party Transactions We describe below transactions since January 1, 2021, to which we were a party or will be a party, in which the amounts involved exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years ending December 31, 2022; and any of our directors, nominees for director, executive officers or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest. We have granted stock options to our named executive officers and certain of our directors. See the section titled “ Executive Compensation — Outstanding Equity Awards at Year-End ” for a description of these stock options. We are party to an employment agreement with our Chief Executive Officer, which, among other matters, provides for certain severance and change in control benefits. See the section titled “ Executive Compensation— Employment Agreement ” for a description of this agreement. In July 2021 the Company issued a total of 90,987 shares to Dr, Nikhil Shah, Chief Strategy Officer, with an exercise price of $0.15 per option as a result of a ‘cashless’ exercise of an option for 102,361 shares. In July 2021 the Company issued a total of 32,000 shares to Dr. Farhan Taghizadeh, Chief Medical Officer, with an exercise price of $0.15 per option as a result of a ‘cashless’ exercise of an option for 36,000 shares. In July 2021 the Company issued a total of 69,444 shares to Dr. Ray Powers, Chief Operating Officer, with an exercise price of $0.15 per option as a result of a ‘cashless’ exercise of an option for 75,000 shares. In October 2021 the Company issued a total of 390,000 stock options to the Company’s CEO with an exercise price of $0.25 per option for the extension of loans. In October 2021 the Company issued a total of 350,000 stock options to the Company’s Chief Medical Officer with an exercise price of $0.25 per option. In October 2021 the Company issued a total of 200,000 stock options to the Company’s Chief Strategy Officer with an exercise price of $0.25 per option. In October 2021 the Company issued a total of 50,000 stock options to the Company’s Independent Director, Alen York, with an exercise price of $0.25 per option. In October 2021 the Company issued a total of 50,000 stock options to the Company’s Independent Director, Ettore Tomassetti, with an exercise price of $0.25 per option. Per Mr. Cohen’s renewed employment agreement dated July 1, 2021, he was granted an option for 1,000,000 shares all vesting immediately. On September 22, 2021, Mr. Cohen agreed to convert $50,000 of his accrued but unpaid salary from prior years in shares at $0.13 per share. On October 1, 2021, Mr. Cohen agreed to convert all his accrued but unpaid salary and the balance of his 2021 salary thru the end of the calendar year in shares at $0.10 per share. As a performance bonus and in return for foregoing all of his calendar year 2022 salary, Mr. Cohen was issued an option for 5,400,000 common shares with an exercise price of $0.10 per share all vesting immediately. In December 2022 the Board issued 2,060,000 shares as a performance bonus to Mr. Cohen and the Company canceled its employment agreement dated July 1, 2020 with Mr. Cohen, by paying him the balance of payments due per such agreement through the end of the agreement’s term. 20 Review, Approval and Ratification of Related Party Transactions Given our small size and limited financial resources, we had not adopted formal policies and procedures for the review, approval or ratification of transactions with our executive officers, directors and significant shareholders. However, we intend that such transactions will, on a going-forward basis, be subject to the review, approval or ratification of our board of directors, or an appropriate committee thereof. Item 14. Principal Accounting Fees and Services. BF Borgers CPA PC. (“ Borgers ”) is our current independent registered public accounting firm and was such for the years ended December 31, 2022 and December 31, 2021. Audit Fees Aggregate audit fees billed by Borgers for the years ended December 31, 2022 and December 31, 2021 were $68,400 and $41,160, respectively. Audit-Related Fees There were no audit-related fees billed by Borgers for the years ended December 31, 2022 and December 31, 2021. Tax Fees There were no tax fees billed by Borgers for the years ended December 31, 2022 and December 31, 2021. Pre-Approval Policy We do not currently have a standing audit committee. Provision of the above services was approved by our board of directors. 21 PART IV Item 15. Exhibits, Financial Statement Schedules. (a) The following documents are filed as part of this Report: (1) Financial Statements . The following financial statements and the report of our independent registered public accounting firm are filed as “ Item 8. Financial Statements and Supplementary Data ” of this report: Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheets at December 31, 2022 and December 31, 2021 F-3 Statements of Operations for the years ended December 31, 2022 and December 31, 2021 F-4 Statements of Cash Flows for the years ended December 31, 2022 and December 31, 2021 F-5 Statements of Shareholders’ Equity for the years ended December 31, 2022 and December 31, 2021 F-6 Notes to Financial Statements F-7 (2) Financial Statement Schedules. Financial Statement Schedules are omitted because the information required is not applicable or the required information is shown in the financial statements or notes thereto. 22 (3) Exhibits. Exhibit Number Description 3.1(i) Amended and Restated Articles of Incorporation (1) 3.2 By-Laws (1) 10.1 2016 Incentive Stock Plan (1)* 10.2 Research Agreement with the University of Central Florida (1) 10.3 Employment Agreement with Barry F. Cohen (1)* 10.4 Form of Director Appointment Agreement (1) 10.5 Code of Ethical Conduct (1) 10.6 Form of Indemnification Agreement (1)* 10.7 Form of 7.5% Convertible Promissory Note due June 30, 2017 (3) * 10.8 Collaborative Research and Development Agreement between the Company and Infinite Mind, LLC (3) 10.9 Service Agreement between the Company and Dr. Ray Powers (3) 10.10 Service Agreement between the Company and Dr. Farhan Taghizadeh (3) 10.11 Unsecured Promissory Note dated December 31, 2018, made by the Company in favor of Barry F. Cohen (3) 10.12 Unsecured Promissory Note dated February 6, 2019, made by the Company in favor of Barry F. Cohen (3) 10.13 Unsecured Promissory Note dated May 8, 2019, made by the Company in favor of Barry F. Cohen (3) 10.14 Unsecured Promissory Note dated May 29, 2019, made by the Company in favor of Barry F. Cohen (3) 10.15 Unsecured Promissory Note dated June 26, 2019, made by the Company in favor of Barry F. Cohen (3) 10.16 Unsecured Promissory Note dated July 19, 2019, made by the Company in favor of Barry F. Cohen (3) 10.17 Unsecured Promissory Note dated August 26, 2019, made by the Company in favor of Barry F. Cohen (3) 10.18 Merger Agreement with CardioVentures, Inc., dated November 7, 2022 (4) 31.1 Section 302 Certification by Chief Executive Officer and Chief Financial Officer (5) 32.1 Section 906 Certification by Chief Executive Officer and Acting Chief Financial Officer (5) 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). (1) Filed as an exhibit to the registrant’s Registration Statement on Form S-1 (File No. 333-216054) and incorporated herein by reference. (2) Filed as an exhibit to the registrant’s Current Report on Form 8-K dated March 16, 2018 and incorporated herein by reference. (3) Filed as an exhibit to the registrant’s Registration Statement on Form S-1 (File No. 333-234060) and incorporated herein by reference. (4) Filed as an exhibit to the registrant’s Current Report on Form 8-K dated November 7, 2022 and incorporated herein by reference. (5) Filed herewith. NOTE: WHAT OTHER EXHIBITS SHOULD WE FILE? * Management compensation plan or arrangement. Item 16. Form 10-K Summary. None. 23 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AVRA MEDICAL ROBOTICS, INC. Dated: March 31, 2023 By: /s/ Barry F. Cohen Barry F. Cohen, Chief Executive Officer and Acting Chief Financial Officer (Principal Executive, Financial and Accounting Officer) In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signatures Title(s) Date /s/ Barry F. Cohen Chief Executive Officer, March 31, 2023 Barry F. Cohen Acting Chief Financial Officer and Director (Principal Executive, Financial and Accounting Officer) /s/ Alen Sands York Director March 31 , 2023 Alen Sands York /s/ Ettore Tomassetti Director March 31 , 2023 Ettore Tomassetti 24 INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet sat December 31, 2022 and December 31, 2021 F-3 Statement of Operations for the years ended December 31, 2022 and December 31, 2021 F-4 Statement of Cash Flows for the years ended December 31, 2022 and December 31, 2021 F-5 Statement of Shareholders’ Equity for the years ended December 31, 2022 and December 31, 2021 F-6 Notes to Financial Statements F-7 F- 1 Report of Independent Registered Public Accounting Firm To the shareholders and the board of directors of AVRA Medical Robotics, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of AVRA Medical Robotics, Inc. as of December 31, 2022 and 2021, the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States. Substantial Doubt about the Company’s Ability to Continue as a Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /S/ BF Borgers CPA PC BF Borgers CPA PC (PCAOB ID 5041 ) We have served as the Company’s auditor since 2021 Lakewood, CO March 31, 2023 F- 2 AVRA MEDICAL ROBOTICS, INC. BALANCE SHEETS AS OF DECEMBER 31, 2022 2021 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 1,351,364 $ 405,774 Other prepaid expenses and deposit $ 8,678 $ 2,291 Notes Receivables – Acquisition $ 3,000,000 $ - Total Current Assets $ 4,360,042 $ 408,065 EQUIPMENT: Equipment $ 98,592 $ 98,592 Accumulated depreciation $ ( 87,193 ) $ ( 78,050 ) Total Equipment, net $ 11,399 $ 20,542 TOTAL ASSETS $ 4,371,441 $ 428,607 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable $ - $ 124,581 Accrued compensation $ - $ - Accrued expenses $ 5,700 $ 17,700 Accrued interest $ 45,529 $ - Notes payable - related party $ 4,000,000 $ 145,000 Promissory notes $ - $ - Total Current Liabilities $ 4,051,229 $ 287,281 Commitments and contingencies (see Note 8) STOCKHOLDERS’ EQUITY: Preferred stock, 5,000,000 shares authorized, $ .0001 par value, non-issued or outstanding - - Common stock, 100,000,000 shares authorized, $ .0001 par value, 53,887,738 and 37,848,905 issued and outstanding at December 31, 2022 and December 31, 2021 respectively $ 5,389 $ 3,785 Common stock Issuable, 0 and 4,265,295 shares, $ .0001 par value at December 31, 2022 and December 31, 2021, respectively $ - $ 458,519 Additional paid in capital $ 11,005,895 $ 8,183,082 Treasury stock $ - $ ( 26,000 ) Accumulated deficit $ ( 10,691,071 ) $ ( 8,478,060 ) Total Stockholders’ Equity 320,213 $ 141,326 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 4,371,441 $ 428,607 The accompanying notes are an integral part of these financial statement F- 3 AVRA MEDICAL ROBOTICS, INC. STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2022 2021 Revenue $ - $ - OPERATING EXPENSES Research and Development $ 72,959 $ 1,000 Compensation Expense $ 1,135,468 $ 947,237 General and Administrative $ 1,239,179 $ 458,801 Total Operating Expenses $ 2,447,606 $ 1,407,038 OTHER INCOME AND (EXPENSES) Investment Loss $ - $ ( 77,392 ) Interest Earned $ 148 $ 118 Interest Expenses $ ( 45,529 ) $ - Origination Fees $ 279,975 $ - Total Other Income and (Expenses), net $ 234,594 $ ( 77,274 ) Loss before income tax taxes $ ( 2,213,012 ) $ ( 1,484,313 ) Provision for Income Tax $ - $ - NET LOSS $ ( 2,213,012 ) $ ( 1,484,313 ) Loss per common share - basic and diluted ( 0.05 ) ( 0.05 ) Weighted average common shares outstanding - basic and diluted 40,878,824 28,480,973 The accompanying notes are an integral part of these financial statements. F- 4 AVRA MEDICAL ROBOTICS, INC. STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 2021 CASH FLOWS OPERATING ACTIVITIES: Net loss $ ( 2,213,012 ) $ ( 1,484,313 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense $ 9,143 $ 18,787 Stock compensation expense $ 865,468 $ 767,237 Stock issued for services $ - $ 1,107,500 Investment loss $ - $ 77,392 Changes in operating assets and liabilities: Other prepaid expenses and deposit $ ( 6,387 ) - Accounts payable and accrued expenses $ ( 91,052 ) $ ( 849,637 ) Net Cash Used in Operating Activities $ ( 1,435,841 ) $ ( 363,034 ) INVESTING ACTIVITIES: Notes Receivables - Acquisition $ ( 3,000,000 ) $ - Investment in Avra Air LLC $ - $ 38,150 Net Cash Used in Investing Activities $ ( 3,000,000 ) $ 38,150 FINANCING ACTIVITIES: Repayment of Promissory note $ ( 145,000 ) $ - Proceeds from 7% convertible Promissory note $ 4,000,000 Proceeds from private placement $ - $ 315,200 Proceeds from exercise of stock options $ - $ 12,900 Proceeds from securities offering $ 1,500,431 $ 267,850 Treasury stock $ 26,000 $ ( 26,000 ) Net Cash Provided by Financing Activities $ 5,381,431 $ 569,949 (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS $ ( 945,590 ) $ 245,065 CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR $ 405,774 $ 160,709 CASH AND CASH EQUIVALENTS - END OF YEAR $ 1,351,364 $ 405,774 Supplemental information of non-cash investing and financing activities: Non-cash investing activities: Cash received for interest $ - $ 118 Non-cash financing activities: Related party note payable converted into common stock $ - $ 50,000 Reduction of account payable and equipment $ - $ 9,543 The accompanying notes are an integral part of these financial statements. F- 5 AVRA MEDICAL ROBOTICS, INC. STATEMENT OF SHAREHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, Common Stock Common Stock Issuable Additional Paid-In Accumulated Total Shareholders’ Number Amount Number Amount Capital Deficit Equity BALANCE AT DECEMBER 31, 2020 25,721,971 $ 2,572 289,697 $ 100,925 $ 6,021,201 $ ( 6,993,747 ) $ ( 869,049 ) Stock based compensation expense 7,413,990 $ 741 - $ - $ 862,107 $ - $ 862,849 Common stock issuable for services - $ - 4,745,196 $ 869,668 $ - $ - $ 869,668 Conversion of debt to equity 384,615 $ 38 - $ - $ 49,961 $ - $ 50,000 Security Offerings 1,120,000 $ 112 - $ - $ 146,161 $ - $ 146,273 Stock issued for services 210,000 $ 21 - $ - $ 276,676 $ - $ 276,697 Private Placement 2,229,231 $ 223 - $ - $ 314,977 $ - $ 315,200 Treasury stock - $ - - $ - $ - $ - $ ( 26,000 ) Common stock issued 769,598 $ 77 ( 769,598 ) $ ( 512,075 ) $ 511,998 $ - 0 Net loss - $ - - $ - $ - $ ( 1,484,313 ) $ ( 1,484,313 ) BALANCE AT DECEMBER 31, 2021 37,849,405 $ 3,785 4,265,295 $ 458,519 $ 8,183,082 $(8,504 ,060) $ 141,326 Stock based compensation expense $ - - $ - $ 679,611 $ - $ 679,611 Common stock issuable for services 240,270 $ 24 ( 718,212 ) $ ( 125,599 ) $ 72,057 $ - $ ( 53,518 ) Treasury stock - $ - - $ - $ - $ 26,000 $ 26,000 Common stock issued 15,798,063 $ 1,580 ( 3,547,082 ) $ ( 332,919 ) $ 2,071,146 $ - $ 1,739,806 Net loss - $ - - $ - $ - $ ( 2,213,012 ) $ ( 2,213,012 ) BALANCE AT DECEMBER 31, 2022 53,887,738 5,388 - $ - 11,005,896 $ ( 10,691,071 ) $ 320,213 The accompanying notes are an integral part of these financial statements. F- 6 AVRA MEDICAL ROBOTICS, INC. NOTES TO FINANCIAL STATEMENTS NOTE 1 – FINANCIAL STATEMENTS Organization AVRA Medical Robotics, Inc. (the “Company” or “AVRA”) 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 to develop advanced medical surgical devices. The Company is structured to invest in four principal areas – surgical robotic systems, surgical tools, implantable devices and surgical robotic training. Basis of Presentation The accompanying financial statements are prepared on the basis of accounting principles generally accepted in the United States of America (“GAAP”). The Company is a development-stage enterprise devoting substantial efforts to establishing a new business, financial planning, raising capital, and research into products which may become part of the Company’s product portfolio. The Company has not realized sales through December 31, 2021. A development stage company is defined as one in which all efforts are devoted substantially to establishing a new business and, even if planned principal operations have commenced, revenues are insignificant. Going Concern The accompanying financial statements have been prepared assuming the continuation of the Company as a going concern. At December 31, 2022, the Company’s stockholders’ equity was $ 320,231 which raises substantial doubt about the Company. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and is dependent on debt and equity financing to fund its operations. The management of the Company is making efforts to raise additional funding until a registration statement relating to an equity funding facility is in effect. While management of the Company believes that it will be successful in its capital formation and planned operating activities, there can be no assurance that the Company will be able to raise additional equity capital or be successful in the development and commercialization of the products it develops or initiates collaboration agreements thereon. 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. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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. F- 7 Cash and Cash Equivalents The Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. 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 a financial institution. These balances are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 . At December 31, 2022 and 2021, $ 0 and $ 147,460 , respectively, were in excess of the FDIC insured limit. Equipment Equipment is recorded at cost and depreciated using the straight-line method at rates determined to estimate the useful lives of the assets. The annual rates used in calculating depreciation are as follows: Equipment - 5 years straight-line The Company originally purchased medical equipment for a total cost of $75,000 which was 100 % financed by the seller. After making several payments, the Company settled with the vendor due to issues with the equipment and was relieved of the $ 25,000 balance owed as of first quarter 2020. The total amount paid of $ 50,000 represents the actual cost. During the year 2022, there is no addition. 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. F- 8 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. 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 only has stock options 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, 2022. F- 9 NOTE 3 – INVESTMENT Investment in Avra Air- LLC was reduced by $ 12,150 in the second quarter of 2021 as a result of an investor’s follow-on investment. An impairment charge of $ 77,392 was then taken in the last quarter of 2021. As the $ 26,000 remaining balance was paid for in the original investment using Avra Medical shares this remaining balance is considered a buy-back of Avra Medical common shares and are thus treated as treasury shares shown in the equity section of the balance sheet. This results in a $ 0 cost on the books for this investment. NOTE 4 – NOTES PAYABLE – RELATED PARTY On September 22, 2021, the Company’s CEO, converted a total of $ 50,000 of notes payable into 384,615 shares of common stock. NOTE 5 – PROMISSORY NOTES During the years ended 2021 and 2022, 1,175,000 and zero warrants with a price of $ 0.78 per warrant for 2021, were valued at $ 912,489 and $ 0.00 using a black-scholes pricing model and expensed as stock compensation, respectively. NOTE 6 – MERGER On August 5, 2022, AVRA entered into a non-binding letter of intent with Dr. Sudhir Srivastava (“ Dr. Sudhir ”), Cardio Ventures Pvt. Ltd., a Bahamian private limited company of which Dr. Sudhir 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. Sudhir (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 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, Inc. ” Consummation of the Transaction is subject to, among other matters, the negotiation and execution of definitive agreements and documentation, containing, in addition to the above terms, terms and conditions customary for agreements of this type and nature, including, without limitation, representations, warranties, and indemnities of the parties. Consummation of the Transaction is also subject to completion of a due diligence review by each party of the other, the results of which shall be satisfactory to the reviewing parties in their sole discretion. Given the foregoing, there can be no assurance given that the Company will be able to successfully complete the Transaction. In connection with executing the letter of intent, we advanced the SSI Parties, the amount of $ 4,000,000 (the “ Interim Financing ”). Interim Financing is evidenced by six notes - $ 1,000,000 , $ 100,000 , $ 500,000 , $ 500,000 , $ 900,000 , and $ 1,000,000 . All are one-year Automatically Convertible Notes made in favor of the Company by Cardio, Otto and Dr Sudhir, jointly and severally (the “ Cardio Notes ”). Interest on the Cardio Notes shall accrue at the rate of 7 % per annum, payable together with the principal amount at maturity. The Cardio Notes have an original issue discount of 10 % on $ 2,000,000 and 6 % on the balance. If the Cardio Notes are not repaid in full on or at maturity, they will automatically convert into a percentage equity interest in Cardio determined by dividing the principal amount of and accrued interest on the Cardio Notes divided by $ 100 million. The Cardio Notes contains customary default provisions and other typical terms and condition. F- 10 We may make additional advances to the SSI Parties of up to an aggregate principal amount of $ 5,000,000 of Interim Financing, evidenced by additional Cardio Notes. These Cardio Notes will be substantially similar in form and substance to the first Cardio Notes, provided , however , that Cardio Notes issued in excess of an aggregate principal amount of $ 2,000,000 , will have an original issue discount of 6 % as opposed to 10 %, and the valuation for determining conversion may be $ 250 million as opposed to $ 100 million. In order to fund the Interim Financing, the Company offered and sold one-year convertible promissory notes (the “ Convertible Notes ”) of $1,000,000 (maturity date 08-15-2023), $500,000 (maturity date 10-26-2023), and $500,000 (maturity date 12-01-2023) to one accredited investor and $100,000 (maturity date 09-10-2023), $900,000 (maturity date 11-23-2023), and $1,000,000 (maturity date 12-29-2023) to another. The Convertible Notes will have the same interest rate and payment terms as the Cardio Notes and otherwise be substantially similar to the Cardio Notes, provided , however , that the Convertible Notes do not have an original issue discount. Further, upon consummation of the Transaction (if and when it is consummated) the Convertible Notes will automatically convert into a number of AVRA Shares determined by dividing the principal amount of the Convertible Notes by $100 million and multiplying such number expressed as a percentage by the number of AVRA Shares issued to Dr. Sudhir and the other shareholders of the SSI Parties (if any) upon closing of the Transaction. The Company may offer and sell up to an aggregate principal amount of $5,000,000 in Convertible Notes in order to fund the Interim Financing. The Convertible Notes were issued in a private transaction pursuant to the exemptions from registration under the Section 4(a)2 of the Securities Act of 1933, as amended (the “ Securities Act ”) and the rules and regulations promulgated thereunder. NOTE 7 – INCOME TAXES The Company’s deferred tax assets at December 31, 2022 consist of net operating loss carry forwards of $ 4,393,785 . Using a new federal statutory tax rate of 21 %, the valuation allowance balance as of December 31, 2020 total of $ 0 . The increase in the valuation allowance balance for the year ended December 31, 2020 of $ 221,827 is entirely attributable to the net operating loss. Due to the uncertainty of their realization, no income tax benefits have been recorded by the Company for these loss carry forwards as valuation allowances have been established for any such benefits. The increase in the valuation allowance was the result of increases in the net operating losses discussed above. Therefore, the Company’s provision for income taxes is $- 0 - for the years ended December 31, 2022 and 2021. At December 31, 2022 and 2021, the Company had no material unrecognized tax benefits and no adjustments to liabilities or operations were required. The Company does not expect that its unrecognized tax benefits will materially increase within the next twelve months. The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expense. At December 31, 2022 and 2021, the Company has not recorded any provisions for accrued interest and penalties related to uncertain tax positions. The Company files U.S. federal and state income tax returns in jurisdictions with varying statutes of limitations. NOTE 8 – STOCKHOLDERS’ EQUITY The Company is authorized to issue up to 100,000,000 shares of common stock, $ 0.0001 par value per share plus 5,000,000 shares of preferred stock, par value $ 0.0001 . F- 11 During the first quarter 2021, 1,025,00 shares at a value ranging from $ 0.89 -$ 1.07 per share were issued for services rendered. During the second quarter 2021, 378,378 shares at a value ranging from $ 0.89 -$ 1.02 per share were issued for services rendered. In July, 2021 several holders of stock options elected to exercise their stock options with a cashless exercise provision resulting in the issuance of 629,375 shares of common stock. During the last quarter 2021, 3,619,817 shares at a value ranging from $ 0.13 -$ 0.89 per share were issued for services rendered. On October 1, 2021 the Company issued a total of 174,553 shares of common stock to several consultants. On October 1, 2021 the Company issued 25,000 shares of common stock to its Chief Medical Officer. On December 1, 2022, 10,000 shares of restricted common stock are issued for services to Farhan Taghizadeh, per his employment agreement dated September 15, 2020. Holders are entitled to one vote for each share of common stock. No preferred stock has been issued. NOTE 9 – 2016 INCENTIVE STOCK PLAN On August 1, 2016, the Company adopted the 2016 Incentive Stock Plan (the “Plan”). The Plan provides for the granting of options to employees, directors, consultants and advisors to purchase up to 3,000,000 shares of the Company’s common stock. The Board is responsible for the administration of the Plan. The Board determines the term of each option, the option exercise price, the number of shares for which each option is granted and the rate at which each option is exercisable. Incentive stock options may be granted to any officer or employee at an exercise price per share of not less than the fair market value per common share on the date of the grant. On August 1, 2019, the Board increased the plan to 10,000,000 shares of common stock. Our board of directors and majority shareholders in July 2022, approved a subsequent increase in the number of shares of our common stock reserved under the 2016 Plan to 20,000,000 shares of common stock. Stock options are accounted for in accordance with FASB ASC Topic 718-10-55-136., Compensation –Stock Compensation , with option expense amortized over the vesting period based on the Black-Scholes option-pricing model fair value on the grant date, which includes a number of estimates that affect the amount of expense. During the years ended December 31, 2022 and 2021, $ 679,612 and $ 159,949 , respectively, of expensed stock options has been recorded as stock-based compensation and classified in general and administrative expense on the Statement of Operations. On October 1, 2021 the Company issued a total of 1,500,000 of stock options to consultants with an exercise price of $ 0.25 per option. On October 1, 2021 the Company issued 50,000 stock options to each of its two independent Directors with an exercise price of $ 0.25 per option. On October 1, 2021 the Company issued 350,000 stock options to its Chief Medical Officer with an exercise price of $ 0.25 per option. On October 1, 2021 the Company issued a total of 390,000 stock options to the Company’s CEO with an exercise price of $ 0.25 per option for the extension of loans. On June, 2022 the Company issued 150,000 stock options to a consultant with an exercise price of $ 0.10 per option. This option ceased vesting upon the departure of the consultant in September 2022. On July 1, 2022 the Company issued 500,000 stock options to its Chief Medical Officer with an exercise price of $ 0.10 per option. On July 1, 2022 the Company issued 3,020,000 stock options to consultants with an exercise price of $ 0.10 per option. On July 1, 2022 the Board issued 5,400,000 stock options to the CEO as a performance bonus and in return for his foregoing all of his 2002 calendar year salary. Expected volatilities are based on the average volatilities of six similar companies; fair market values are calculated using the implied share values of recent company financings or OTC closing prices for that day, whichever is more suitable; risk-free rate used was 2 %. F- 12 NOTE 10 – COMMITMENTS Employment Agreements In December 2022 the Company canceled its employment agreement dated July 1, 2021 with Mr. Cohen, by paying him the balance of payments due per such agreement through the end of the agreement’s term. Mr. Cohen agreed to continue in an active role as Chairman and CEO of the Company thru the date of closing of its planned merger with SS Innovations, Inc. Lease On July 17, 2020, the Company signed a lease that was effective August 1, 2020 through July 31, 2021, which provides that the Company pay insurance, maintenance and taxes with a monthly lease expense of $ 1,474.17 plus applicable sales tax. Effective January 1, 2021, the Company signed an amendment which modified the August 1, 2020 agreement, increasing the monthly lease expense to $ 1,964.74 plus applicable sales tax. Effective November 1, 2022 the Company signed and amendment which further modified the August 1, 2020 agreement, reducing the monthly lease expense to $ 404.68 including applicable sales tax. Either party may cancel the agreement at any time with 30 days’ notice. NOTE 11 – SUBSEQUENT EVENTS As described earlier in this filing, $ 4,000,000 was raised as part of the Interim Financing Notes in 2022. An additional $ 1,000,000 in Notes from one of the two existing Note Holders was raised on February 2, 2023. From January 1, 2023, through the date of this filing, the Company sold 670,000 shares of common stock at a price ranging from $ 0.25 to $ 0.45 per share receiving proceeds of $ 189,500 . On January 27, 2023, the CEO and one individual exercised their stock options via a net cashless exercise resulting in the issuance of 9,678,437 shares. On January 27, 2023, the CEO exercised his warrant via a net cashless exercise resulting in the issuance of 595,562 shares. On February 24, 2023, two investors exercised their warrants resulting in the issuance of 600,000 shares and proceeds of $ 240,000 to the Company. F-13