What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-11-13 compared with 2023-08-07 · 114 added, 88 removed, 102 unchanged (66% of the section changed)

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This is evidenced by the consistent year-on-year growth

in number of robotic surgeries being performed worldwide.

We believe that with our vision to make the benefits of robotic surgeries affordable

and accessible, we can help to further accelerate the adoption of robot assisted surgeries thereby making its benefits reach to all those

segments of the society who have hitherto been deprived to benefit from it.

in the number of robotic surgeries being performed worldwide.

We believe that with our vision to make the benefits of robotic surgeries

affordable and accessible, we can help to further accelerate the adoption of robot assisted surgeries thereby making its benefits reach

to all those segments of the society who have hitherto been deprived to benefit from it.

A wide range of surgical procedures including

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which has a much longer recovery period.

During the quarter ended September 30, 2023, the Company entered into an agreement with a very

prestigious cardiac focused hospital, Narayana Hrudalaya (NH) in Bangalore (India) under which 100 cardiac procedures are being performed

using our Mantra surgical robotic system on a pay-per-use model.

This agreement underlines the cardiac procedure capability of our surgical

robotic system which is one of its unique selling propositions in comparison to other alternative surgical robotic systems available today.

We also believe that use of robotic systems is

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International, Inc.

” and implemented a one for

ten reverse stock split.

The financial statements,

financial information and share and per share information contained in this report reflect the operations of both the Company and Cardio

Ventures and give pro forma effect to the reverse stock split.

See Note 8 to the Notes to Condensed Consolidated

” and implemented a one for ten reverse stock split.

The financial statements, financial information and

share and per share information contained in this report reflect the operations of both the Company and CardioVentures and give pro forma

effect to the reverse stock split.

See Note 8 of the Notes to Condensed Consolidated

Financial Statements included in Part I, Item 1 of this report for additional details regarding the business combination.

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launched its “ SSI Mantra ” robotic surgical system in India.

As of June 30, 2023, we have sold 9 systems, which have

performed more than 230 procedures of various types involving varying degrees of complexities.

As of September 30, 2023, we have sold 12 systems, which

have performed more than 400 procedures of various types involving varying degrees of complexities.

The following table provides selected balance

sheet data for our Company as of June 30, 2023 (unaudited) and December 31, 2022:

sheet data for our Company as of September 30, 2023 (unaudited) and December 31, 2022:

September 30,

Balance Sheet Data

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expansion plans.

Three months ended June 30, 2023 , as compared to three

months ended June 30, 2022

Three months ended September 30, 2023, as

compared to three months ended September 30, 2022

We had revenues of $1,429,772

for the three months ended June 30, 2023, compared to $ 0 for the three months ended June 30, 2022, reflecting the commercial launch of

our robotic surgical system in late 2022..

Selling, General and Administrative

We incurred $1,983,053 in selling, general and administrative expenses during the three months ended June 30, 2023,

and $170,030 June 30, 2022, respectively.

General and administrative expenses include compensation expenses including compensation

for the management staff and stock-based compensation, consultancy charges and legal and other professional expenses related to the

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

for the three months ended September 30, 2023, compared to $ 0 for the three months ended September 30, 2022.

The company sold 3 surgical

robotic systems during the three months ended September 30,2023 and in addition to these three installations, the Company also installed

two systems on pay per use basis in two hospitals in India for a predefined number of procedures post which the Company expects to receive

regular purchase order for its surgical robotic system from these hospitals.

Considering that the pay-per-use model installations at these

two hospitals were done towards the latter part of the quarter and not many procedures were done as yet on these two installations, no

revenues have yet been recognized from these two installations during the quarter ended September 30, 2023.

Salary, Payroll and

Compensation Expense.

We had salary, payroll and stock compensation expenses of $857,243 and $724,965 during the three months ended

September 30, 2023, and September 30, 2022, respectively.

This includes compensation for the management staff and stock-based compensation

expenses related to the Company’s 2016 Stock Incentive Plan.

General and Administrative Expenses.

incurred $1,275,062 in general and administrative expenses during the three months ended September 30, 2023, and $175,180 September 30,

2022, respectively.

General and administrative expenses include travel expenses, marketing expenses, legal and other professional expenses

related to the Company’s filings as a public company with the Securities and Exchange Commission (the “ SEC ”).

Other Income/Expenses .

We incurred other

expenses of $91,533 for the three months ended June 30, 2023 as compared to $29 of other expenses during the three months ended June 30,

Other expenses consisted of interest expense related to loans.

expenses of $11,478 for the three months ended September 30, 2023, as compared to $110,042 of other income during the three months ended

September 30, 2022.

Other expenses consist mainly of interest expenses related to bank overdraft.

We incurred a net loss of $1,983,940

for the three months ended June 30, 2023, as compared to a net loss of $170,002 for the three months ended June 30, 2022.

Six months ended June

30, 2023, as compared to six months ended June 30, 2022

had revenues of $3,086,686 for the six months ended June 30, 2023, as compared to $ 0 for the six months ended June 30, 2022, reflecting

the commercial launch of our robotic surgical system in late 2022.

Selling, General and

Administrative Expenses.

We incurred $3,400,013 and $250,486 in general and administrative expenses during the six months ended

June 30, 2023, and June 30, 2022, respectively.

General and administrative expenses include legal and other professional expenses related

to the Company’s filings as a public company with the SEC.

for the three months ended September 30, 2023, as compared to a net loss of $790,104 for the three months ended September 30, 2022.

Nine months ended September 30, 2023, as

compared to Nine months ended September 30, 2022

had revenues of $4,516,458 for the Nine months ended September 30, 2023, as compared to $ 0 for the Nine months ended September 30, 2022.,

Due to application of ASC606, as of September 30, 2023, the sum of US$ 1,355,448 stands transferred to unrealized deferred revenue and

due to this adjustment, the revenues, and gross and net profitability for nine-month period ended September 30, 2023 is reflected less

to the extent of this unrealized deferred revenue.

Salaries, Payroll

and Compensation Expense.

We had Salary, payroll and stock compensation expenses of $3,886,197 and $819,732 during Nine months ended

September 30, 2023 and September 30, 2022, respectively.

This includes compensation for the management staff and stock-based compensation

expenses related to the Company’s 2016 Stock Incentive Plan.

General and Administrative

We incurred $1,646,121 and $330,900 in general and administrative expenses during the nine months ended September 30,

2023, and September 30, 2022, respectively.

General and administrative expenses include marketing expenses, and travel expenses, legal

and other professional expenses related to the Company’s filings as a public company with the SEC.

Other Income/Expenses .

We incurred $185,269

in other expenses for the six months ended June 2023, as compared to $64 in other expenses during the six months ended June 30, 2022.

Other expenses consisted of interest expense related to loans.

incurred a net loss of $2,838,465 for the six months ended June 30, 2023, as compared to a net loss of $250,422 for the six months ended

June 30, 2022.

in other expenses/income for the nine months ended September 2023, as compared to $110,106 in other income during the nine months ended

September 30, 2022.

Other expenses consisted of interest expense related to bank overdraft.

incurred a net loss of $4,822,406 for the nine months ended September 30, 2023, as compared to a net loss of $1,040,525 for the Nine months

ended September 30, 2022.

Liquidity and Capital Resources

The Company expects to require substantial funds

for scaling up its operations, for incurring capital expenditure to have its own in-house machining and tooling capacity to meet its growing

manufacturing and assembly needs and also to reduce its dependence on outsourcing vendors which, in turn, would help the Company to ensure

consistency in quality and delivery schedules of the components and potentially also bring down the manufacturing costs.

Due to the launch of our surgical robotic system

in later part of 2022, operating activities in terms of manufacturing and selling of our surgical robotic system significantly increased

in 2023, and as a result, $10,679,114 was net cash used in operating activities during the six months ended June 30, 2023, as compared

to $216,766 during the six months ended June 30, 2022.

To supplement, support and finance this increase in the operating activities, the

Company raised an aggregate of $11,258,363 in the form of Bank Overdrafts (Demand Notes Payable) and securities offered in private financings

during the six months ended June 30, 2023, as compared to $72,081 in the corresponding period in 2022.

On April 15, 2023, the Company executed a Convertible

Promissory Note (the “ Line of Credit Note ”) with Sushruta Pvt Ltd.

(“ SPL ”), the Bahamian holding

company owned by Dr.

for scaling up its operations, for incurring capital expenditure to have its own in-house machining and tooling capacity and to continue

to finance its research and development work in the field of surgical robotics.

On April 15, 2023, the Company executed a

Convertible Promissory Note (the “ Line of Credit Note ”) with Sushruta Pvt Ltd.

(“ SPL ”), the

Bahamian holding company owned by Dr.

Sudhir Srivastava, our Chairman, Chief Executive Officer, and principal shareholder.

Pursuant to the Line of Credit

Note, SPL, in its discretion may make multiple advances to the Company through December 31, 2023 (the “ Maturity Date ”),

in an aggregate amount of up to $US20.0 million for working capital purposes.

The advances under the Line of Credit Note do not bear interest

and are due and payable on or before the Maturity Date.

SPL may, at its option, convert the principal amount of any advance into shares

of our common stock, at a conversion price of US$0.74 per share.

As of June 30, 2023, US$1,225,000 in advances were outstanding under

the Line of Credit Note.

The foregoing description of the Line of Credit Note is qualified in its entirety by reference to the copy of

the Line of Credit Note filed as Exhibit 10.1 to this report.

to the Line of Credit Note, SPL, in its discretion may make multiple advances to the Company through December 31, 2023 (the

“ Maturity Date ”), in an aggregate amount of up to $US 20.0 million for working capital purposes.

under the Line of Credit Note do not bear interest and are due and payable on or before the Maturity Date.

SPL may, at its option,

convert the principal amount of any advance into shares of our common stock, at a conversion price of US$0.74 per share.

September 27, 2023, US$16,980,000 in advances were outstanding under the Line of Credit Note.

On September 27, 2023, SPL exercised

its option to convert the US$16,980,000 in advances that were outstanding under the Line of Credit Note into 22,945,946 shares at

the conversion price of $0.74 per share.

The foregoing description of the Line of Credit Note is qualified in its entirety by

reference to the copy of the Line of Credit Note filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the Quarter

Ended June 30, 2023.

This conversion of funds advanced under the Line

of Credit Note and subsequently converted into equity has resulted in a significant improvement in the Company’s stockholders’

equity and working capital position.

As of September 30, 2023, the Company had stockholders’ equity of US$ 15.76 million and a working

capital surplus of US$ 11.03 million as compared to stockholders’ equity of US$ 821,595 and a working capital deficit of US$ 2.88

million as of June 30, 2023.

While we have been successful in raising funds

to meet our working capital needs to date, believe that we have the resources to do so for the balance of , we do not have any committed

sources of funding and there are no assurances that we will be able to secure additional funding if and when needed.

to meet our working capital needs to date, believe that we have the resources to do so for the balance, we do not have any committed sources

of funding and there are no assurances that we will be able to secure additional funding if and when needed.

The condensed consolidated

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and any such investment or other strategic alternative would likely substantially dilute our current shareholders.

Cash Flows From Operating Activities

During the six months ended June 30, 2023, net

cash used in operating activities was $10,679,114, reflecting the initial commercial sales of our robotic surgical system and resulting

from our net loss of $2,838,465, partially offset by non-cash charges of $310,897, primarily attributable to depreciation charges.

the 2023 period,, we had cash provided by our operating assets and liabilities of $8,151,546, primarily driven by increases in accounts

payable and prepaid expenses.

In comparison, during the six months ended June

30, 2022, net cash used by operating activities was $216,766, resulting from our net loss of $250,421, partially offset by depreciation

charges of $99,351.

During the period, we had cash used in our operating assets and liabilities of $65,696 primarily due to increases

in accounts payable.

Cash Flows used in Operating Activities

During the nine months ended September 30, 2023, net cash used by operating

activities was $13,831,054 resulting from our net loss of $4,822,406 partially offset by non-cash charges of $1,587,581 primarily driven

by depreciation, stock compensation expense and translation adjustment.

During the nine months ended 30 September 2023, we also had cash

used in net operating assets and liabilities, to the extent of $10,596,231 primarily driven by increases in prepaid expenses and other

current assets to the extent of $12,723,129 including the fixed deposits provided to bank to secure the working capital facilities thereagainst

and an increase in accounts payable and accrued expenses to the extent of $2,126,898.

During the nine months ended September 30, 2022, net

cash used by operating activities was $303,711, resulting from our net loss of $1,040,525, partially offset by non-cash expenses of $819,732.

During the same period, we also had cash invested in our operating assets and liabilities of $89,782 primarily due to decreases in accounts

payable and contract liabilities.

Cash Flows from Investing Activities

During the six months ended June 30, 2023, we

had net cash used in investing activities of $1,507,552, including repayment of $3,000,000 of notes receivable, $736,006 in purchase of

property and equipment, as well as an increase in a long term receivable of $3,771,547.

During the six months ended June 30, 2022, we

had no cash flows from investing activities.

During the nine months ended September 30, 2023, we had net cash used

in investing activities of $4,946,786, investment in $877,403 in purchase of equipment, as well as our loans and advances and long term

receivables of $4,069,383.

During the nine months ended September 30, 2022, we

had no cash flows from investing activities activity.

Cash Flows from Financing Activities

During the six months ended June 30, 2023, we

had net cash used in investing activities of $11,258,363, including increase in bank overdraft facility by $4,963,385 and $8,170,061 in

private securities offerings, as well as our other comprehensive income (loss) of $899,917 and repayments of notes of $2,775,000.

During the six months ended June 30, 2022, we

had private securities offerings of $72,081.

During the September 30, 2023, we had net cash provided by investing

activities of $24,022,701, including $6,118,214 in proceeds from bank overdraft, $446,188 in securities offering, $12,360 in repayment

of Warrants, $22,980,000 in Proceeds from Notes converted, $50,000 in Proceeds from Options Exercised, as well as our Recapitalization

of $4,594,341 and also comprising of repayments of notes to the extent of $1,000,000.

During the nine months ended September 30, 2022, we

generated $412,080 from a private securities offering.

Critical Accounting Policies

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis