SS Innovations International, Inc. 10-Q

Item 1. Financial Statements. September 30, December 31, 2023 2022 ASSETS Current Assets: Cash and cash equivalents $ 6,596,224 $ 1,351,364 Accounts receivable, net of allowances 1,512,055 - Notes Receivables - Acquisition - 3,000,000 Inventory 4,171,178 - Prepaids and other current assets 7,048,574 8,678 Total Current Assets 19,328,031 4,360,042 Non-Current Assets: Property, plant, and equipment, net 661,582 11,399 Long Term Receivable 2,209,050 - Loans & Advances ( Related Party) 1,860,333 - Total Non-Current Assets 4,730,966 11,399 Total Assets $ 24,058,996 $ 4,371,441 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current Liabilities Bank Overdraft Facility $ 6,118,214 $ - Notes Payable - 4,000,000 Current maturities of long-term debt, bank - - Accounts payable 175,808 - Deferred tax liability 6,603 - Other accrued liabilities 1,995,716 51,229 Total Current Liabilities 8,296,341 4,051,229 Other accrued liabilities-Non current - Total Liabilities 8,296,341 4,051,229 Commitments and contingencies Stockholders’ (deficit) equity : Common stock, 250,000,000 shares authorized, $ 0.0001 par value, 169,117,202 shares and 53,887,738 shares issued and outstanding as of September 30, 2023, and December 31,2022 respectively 16,911 5,389 Translation adjustment ( 262,646 ) - Additional Paid in Capital 36,194,435 11,005,895 Accumulated other comprehensive income (loss) 899,917 - Accumulated deficit ( 21,085,962 ) ( 10,691,071 ) Total stockholders’ (deficit) equity 15,762,655 320,213 Total liabilities and stockholders’ (deficit) equity $ 24,058,996 $ 4,371,441 See accompanying notes to unaudited Condensed Consolidated Financial Statements 1 SS INNOVATIONS INTERNATIONAL, INC. F/K/A AVRA MEDICAL ROBOTICS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three months ended September 30, September 30, 2023 2022 REVENUES System Sales $ 1,375,913 - Warranty Sales 53,859 - Cost of revenue ( 1,269,928 ) GROSS (LOSS) PROFIT 159,844 - OPERATING EXPENSES: Compensation Expense - 724,965 Salaries & Payroll Expenses 857,243 - Selling, general and administrative 1,275,062 175,180 TOTAL OPERATING EXPESNES 2,132,306 900,145 Loss from operations ( 1,972,462 ) ( 900,145 ) OTHER INCOME (EXPENSE): Interest Earned - $ 42 Interest and other income, net ( 11,478 ) 110,000 TOTAL OTHER (EXPENSE) INCOME ( 11,478 ) 110,042 NET LOSS ( 1,983,940 ) ( 790,104 ) Net loss attributable to SS Innovations International, Inc. $ ( 1,983,940 ) $ ( 790,104 ) Net loss per share - basic and diluted ( 0 ) ( 0 ) Weighted average 169,627,122 39,461,725 See accompanying notes to unaudited Condensed Consolidated Financial Statements. 2 SS INNOVATIONS INTERNATIONAL, INC. F/K/A AVRA MEDICAL ROBOTICS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Nine months ended September 30, September 30, 2023 2022 REVENUES System Sales $ 4,404,447 - Warranty Sales 112,011 - Cost of revenue ( 3,621,275 ) - GROSS (LOSS) PROFIT 895,182 - OPERATING EXPENSES: Compensation Expense 1,592,309 819,732 Salaries & Payroll Expenses 2,293,888 - Selling, general and administrative 1,646,121 330,900 TOTAL OPERATING EXPESNES 5,532,319 1,150,632 Loss from operations ( 4,637,136 ) ( 1,150,632 ) OTHER INCOME (EXPENSE): Interest Earned - $ 106 Interest and other income, net ( 185,269 ) 110,000 TOTAL OTHER (EXPENSE) INCOME ( 185,269 ) 110,106 NET LOSS ( 4,822,406 ) $ ( 1,040,525 ) Net loss attributable to SS Innovations International, Inc. ( 4,822,406 ) $ ( 1,040,525 ) Net loss per share - basic and diluted ( 0 ) ( 0 ) Weighted average 114,855,607 38,471,501 See accompanying notes to unaudited Condensed Consolidated Financial Statements. 3 SS INNOVATIONS INTERNATIONAL, INC. F/K/A AVRA MEDICAL ROBOTICS, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND SEPTEMBER 30, 2022 (Unaudited) Common Stock Common Stock Common Stock to be Issued Additional Paid-In Additional Paid-In Treasury Accumulated Accumulated other Comprehensive Total Stockholders’ Number Amount Number Amount Number Amount Capital Capital Stock Deficit Income (loss) Equity BALANCE AT DECEMBER 31, 2022 53,887,738 $ 5,388 - - - - $ 11,005,896 - - $ ( 10,691,071 ) $ - $ 320,213 Stock based compensation expense - - - - - - 1,597,693 - - - - 1,597,693 Conversion of debt to equity - - - - - - - - - - Stock issued for services - - - - - - 432,672 - - - - 432,672 Security offerings - - - - - - - - - - - - Treasury Stock - - - - - - - - - - - - Common stock issuable for services - - - - - - - - - - - - Common stock issued 11,555,599 1,156 - - - - - - - - - 1,155 Net loss - - - - - - - $ ( 2,004,320 ) - ( 2,004,320 ) BALANCE AT MARCH 31, 2023 65,443,337 $ 6,544 - - - $ - $ 13,036,261 - $ - $ ( 12,695,391 ) $ - 347,414 Recapitalization $ ( 65,443,337 ) $ ( 6544 ) 6,544,334 $ 654 - - $ ( 13,036,261 ) $ 13,042,151 - - - Conversion of Notes Payable to equity - - 7,709,871 $ 771 - - - $ 6,137,770 - - - 6,138,541 Recapitalization - - 131,917,051 $ 13,191 - - - $ ( 13,191 ) - $ ( 4,556,208 ) - ( 4,556,208 ) Accumulated other Comprehensive income(loss) - - - - - - - - - - $ 742,271 742,271 Net loss - - - - - - - - $ ( 1,850,423 ) - ( 1,850,423 ) BALANCE AT JUNE 30, 2023 - - 146,171,256 14,616 - - - 19,166,730 - $ ( 19,102,022 ) $ 742,271 821,595 Exercise of Options - - - - - - - - - - - - Notes Converted - - 22,945,946 $ 2,295 - - - $ 16,977,705 - - - 16,980,000 Exercise of Option - - - - - - - $ 50,000 - - - 50,000 Accumulated other Comprehensive income(loss) - - - - - - - - - - $ ( 105,000 ) ( 105,000 ) Net loss - - - - - - - - - $ ( 1,983,940 ) - ( 1,983,940 ) BALANCE AT SEPTEMBER 30, 2023 - - 169,117,202 16,911 - - - 36,194,435 - ( 21,085,962 ) $ 637,271 15,762,655 BALANCE AT DECEMBER 31, 2021 37,849,405 $ 3,785 37,849,405 $ 3,785 4,265,295 $ 458,519 $ 8,183,082 $ 8,183,082 $ - $ ( 8,504,060 ) - 141,326 Stock based compensation expense - - - - - - 27476 27,476 - - - 27,476 Conversion of debt to equity - - - - - - - - - - - - Stock issued for services - - - - - - - - - - - - Security offerings - - - - - - - - - - - - Treasury stock - - - - - - - - ( 26,000 ) - - - Common stock issuable for services - - 133,234 764 - - - - - 764 Common stock issued - - - - - - - - - Net loss - - - - - - - - - ( 80,421 ) - ( 80,421 ) BALANCE AT MARCH 31, 2022 37,849,405 3,785 37,849,405 $ 3,785 4,398,529 $ 459,283 $ 8,210,558 $ 8,210,558 $ ( 26,000 ) $ ( 8,584,481 ) - $ 89,145 Stock based compensation expense - - - - - - 25,189 25,189 - - - 25,189 Conversion of debt to equity - - - - - - - - - - - - Stock issued for services 240,270 24 240270 24 - - 72,057 72,057 - - - 72,081 Security offerings - - - - - - - - - - - - Common stock issuable for services - - - - - - - - - - - - Common stock issued - - - - 458,947 41,337 - - - - - 41,337 Net loss - - - - - - - - - - 170,001 - - 170,001 BALANCE AT JUNE 30, 2022 38,089,675 3,809 38,089,675 3809 4,857,476 500,620 8,307,804 8,307,804 ( 26,000 ) ( 8,754,483 ) - 57,751 Stock Based Compensation expense - - - - - - $ 616,349 - - - - 616,349 Common stock issuable for services 2,742,647 274 - - 602,383 $ 48411 $ 463,300 - - - - 511,985 Conversion of debt to equity - - - - - - - - - - - - Treasury Stock - - - - - - - - - 26,000 - 26,000 Common stock issued - - - - 1,134,220 $ ( 89,368 ) - - - - - ( 89,368 ) Net loss - - - - - - - - - ( 790,104 ) - ( 790,104 ) BALANCE AT SEPTEMBER 30, 2022 40,832,322 4,083 - - 4,325,639 459,662 $ 9,387,453 - ( 26,000 ) ( 9,518,587 ) - 332,612 See accompanying notes to unaudited Condensed Consolidated Financial Statements. 4 SS INNOVATIONS INTERNATIONAL, INC. F/K/A AVRA MEDICAL ROBOTICS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the Nine Months ended September 30, September 30, 2023 2022 Cash flows from operating activities: Net loss $ ( 4,822,406 ) $ ( 1,040,525 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 227,219 6,864 Interest 25,315 - Translation diff ( 262,646 ) - Prepaid expenses and other assets ( 12,723,129 ) - Stock compensation expense 1,597,693 819,732 Accounts payable and accrued expenses 2,126,898 ( 89,782 ) Net cash used in operating activities ( 13,831,054 ) ( 303,711 ) Cash flows from investing activities: Notes Receivables - Acquisition 0 - Long Term Receivable ( 4,069,383 ) - Purchase of property and equipment ( 877,403 ) - Net cash used in investing activities ( 4,946,786 ) - Cash flows from financing activities: Proceeds from loan - - Proceeds from Bank Overdraft Facility 6,118,214 - Proceeds from securities offering 446,188 412,080 Repayment of Warrants ( 12,360 ) - Proceeds from Notes Converted 22,980,000 - Proceeds from Options Exercised 50,000 - Recapitalization ( 4,559,341 ) - Proceeds from notes payable ( 1,000,000 ) - Net cash provided by financing activities 24,022,701 412,080 Net change in cash 5,244,861 108,369 Cash at beginning of year 1,351,364 405,774 Cash at end of year $ 6,596,224 $ 514,143 - - Supplemental disclosure of cash flow information: Cash paid for income taxes - - Cash paid for interest - - See accompanying notes to unaudited Condensed Consolidated Financial Statements. 5 SS INNOVATIONS INTERNATIONAL, INC. F/K/A AVRA MEDICAL ROBOTICS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – COMPANY AND BASIS OF PRESENTATION Organization SS Innovations International, Inc. (the “ Company ” or “ SSII ”) 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 and is continuing to develop advanced medical and surgical robotic systems. On April 14, 2023, a wholly owned subsidiary of the Company merged with CardioVentures, Inc., a Delaware corporation (“ CardioVentures ”), which is the indirect parent of Sudhir Srivastava Innovations Pvt. Ltd., an Indian private limited company engaged in the business of developing innovative surgical robotic technologies. As a result of such a transaction, a “ change in control ” of the Company took place. In addition, among other matters, the Company changed its name to “ SS Innovations 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 CardioVentures and give pro forma effect to the reverse stock split. The significant accounting policies of SSII were described in Note 1 to the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, and were also included in financial statements subsequently filed under cover of a Form 8-K/A on June 26, 2023. There have been no significant changes in the Company’s significant accounting policies for the quarterly period ended September 30, 2023. Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis which implies the Company will continue to meet its obligations for the next 12 months as of the date these financial statements are issued. The Company has a working capital surplus of US$ 11,031,690 and an accumulated deficit of $ 21,085,962 as of September 30, 2023. The Company also had a net loss of $ 4,822,406 for the nine months ended September 30, 2023. The Company launched the commercial sale of its “SSI Mantra” surgical robotic system in India in the last quarter of 2022, which has been well received by hospitals and healthcare institutions there and in the quarter ended September 30, 2023, the Company recorded its first export sale to Dubai, UAE. As of September 30, 2023, the Company has sold overall twelve surgical robotic systems and is now generating regular revenues as additional purchase orders are also being received. In addition to these twelve surgical robotic systems sold, Company has 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 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. During the quarter ended September 30, 2023, the Company has also installed its surgical robotic system in Johns Hopkins hospital under an agreement for conducting medical education training program with human cadaver and/or animal anatomical tissue specimens. The Company has also been able to augment its financial resources to further supplement its operations and in this regard, 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 could make multiple advances to the Company through December 31, 2023 (the “ Maturity Date ”), in an aggregate amount of up to $US 20.0 million for working capital purposes and the advances under the Line of Credit Note do not bear interest and are due and payable on or before the Maturity Date. SPL, at its option, could also convert the principal amount of any advance into shares of our common stock, at a conversion price of US$ 0.74 per share. As of September 27, 2023, SPL had advanced a total of US$ 16,980,000 advances under the Line of Credit Note. On September 27, 2023, SPL exercised its option to convert the outstanding balance US$ 16,980,00 balance of the Line of Credit Note in full into 22,945,946 shares of our common stock at a conversion price of US$ 0.74 per share. 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. 6 The management of the Company is making efforts to raise further funding to scale up operations and meet its longer-term capital needs. While management of the Company believes that it will be successful in its capital formation and planned expansion of its operating activities, there can be no assurance that the Company will be able to raise additional equity capital or be successful in generating additional revenues and ultimately achieving profitability. 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. Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission. Therefore, they do not include all information and footnotes normally included in annual consolidated financial statements and should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, and financial statements subsequently filed under cover of a Form 8-K/A on June 26, 2023. In the opinion of the Company’s management, the accompanying unaudited condensed financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2023, and the results of operations and cash flows for the periods presented. The results of operations for the quarterly period ended September 30, 2023, are not necessarily indicative of the operating results for the full fiscal year or any future period. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of 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. Cash and Cash Equivalents The Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid investment with a maturity of three months or less to be cash and cash equivalents. Accounts Receivable The Company’s account receivables are due from customers relating to contracts to supply surgical robotic systems, instruments, and accessories and to provide post sales warranty/maintenance services. The Company also sells surgical robotic systems under deferred payment arrangement and in such cases, the amounts due and recoverable beyond one year period at the balance sheet date are classified as long-term receivables. Collateral is currently not required. The Company also maintains allowances for doubtful accounts for estimated losses resulting from the inability of the Company’s customers to make payments. The Company periodically reviews these estimated allowances, including an analysis of the customers’ payment history and creditworthiness, the age of the trade receivable balances and current economic conditions that may affect a customer’s ability to make payments as well as historical collection trends for its customers as a whole. Based on this review, the Company specifically reserves for those accounts deemed uncollectible or likely to become uncollectible. When receivables are determined to be uncollectible, principal amounts of such receivables outstanding are deducted from the allowance. The allowance for doubtful accounts as of September 30, 2023, and December 31, 2022 amounted to $ NIL and $ NIL respectively. 7 Foreign Currency Translation The Company’s reporting currency is U.S. Dollars. The accounts of one of the Company’s subsidiaries is maintained using the appropriate local currency, Indian Rupees (“INR”) as the functional currency. All assets and liabilities are translated into U.S. Dollars at balance sheet date, shareholders’ equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) gain. Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the statements of operations as foreign currency exchange variance. The relevant translation rates are as follows: for the nine months ended September 30, 2023 closing rate at 83.09 US$: INR, average rate at 82.575 US$:INR. Inventory The Company’s inventory consists of finished goods in the form of fully assembled and tested surgical robotic system, semi-finished goods in the form of various sub-systems of the surgical robotic systems in various stages of assembly and manufacturing and raw material in the form of various mechanical, electrical, and other material components, parts, motors, encoders etc. which are not yet assembled/manufactured. The inventory is valued at the lower of cost (first-in, first-out) or estimated net realizable value. As of September 30, 2023, the Company valued the inventory at $ 4,171,178 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 United States financial institutions, where deposits are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 . The Company also maintains cash balances maintained with banks in India, where balances are insured by Deposit Insurance and Credit Guarantee Corporation of India (DICGC) to the extent of approximately US$ 6,100 per account and in the Bahamas, where deposits are insured by the Deposit Insurance Corporation of Bahamas insures deposits up to US$ 50,000 per account. As at September 30,2023, $ 6,263,878 of deposits were in excess of overall insurance coverage limits. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification, or ASC606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: ● Identification of a contract with a customer or placement of a purchase order by the customer. ● Identification of the performance obligations in the contract or the purchase order as the case may be. ● Determination of the transaction price which is reflected in the purchase order placed by the customer. ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when or as the performance obligations are satisfied as per the terms of the purchase order received from the customer. 8 The Company accounts for revenues when both parties to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and collectability of consideration is probable. Product type and payment terms vary by client. System Sales: The Company recognizes the revenue at the time when the risk and reward related to that equipment gets transferred immediately when we dispatch. Instrument Sales: We also sell instruments which are used by surgeons when they use our robotic system to perform surgeries. These instruments are like consumables for the hospitals, and we recognize the revenues for sale of instruments as and when the risk and reward related to those instruments get transferred immediately when we dispatch. Warranty and Annual Maintenance Contract Sales: Warranty sales are a notional portion of the equipment sales value which is attributable towards the component of annual maintenance contract by application of ASC606 and is thus shown separately as Warranty sales. Once the warranty periods are over, the actual maintenance contracts would kick in and actual income from maintenance contracts would be recognized as such. Unrealized Deferred Revenue: The revenues attributable to the warranty is recognized over the period to which it relates. In nine month period ended September 30, 2023, we have sold nine surgical robotic systems and the revenues attributable to warranty is deferred for recognition over the period to which it relates. 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 profitability for nine-month period ended September 30, 2023, is reflected less to the extent of this unrealized deferred revenue. Property Plant & Equipment Property Plant & Equipment is recorded at cost and depreciated using the straight-line method at rates determined as per estimated useful lives of the assets. The estimated useful lives used in in calculating depreciation are as follows: Years Office furniture and fixtures 4 Plant and equipment 4 - 8 Motor vehicles 3 9 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. 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. 10 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 has stock options, warrants, 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 has 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, 2021. 11 NOTE 3 - PROPERTY AND EQUIPMENT The Company’s property and equipment relating to continuing operations consisted of the following: Period Ended September 30, December 31, 2023 2022 Land & Building Machinery and equipment $ 283,608 $ - Furniture and Fittings $ 136,507 $ - Computer and office equipment $ 257,623 $ 98,592 Motor Vehicle $ 184,916 $ - R & D Equipment’s $ 39,998 $ - Website $ 36,122 $ 36,122 Server & Networking $ 22,194 $ - Leasehold improvements $ 51,149 Property and equipment at cost 1,012,116 134,714 Less - accumulated depreciation ( 350,534 ) ( 123,315 ) Property and equipment, net $ 661,582 $ 11,399 Depreciation expenses for the nine months ended September 30, 2023, and 2022 amounted to $ 227,599 and $ 6,864 respectively. NOTE 4 – ACCOUNTS RECEIVABLE Accounts receivable consisted of the following as of September 30, 2023, and December 31, 2022: Period Ended September 30, December 31, Accounts Receivable 2023 2022 Accounts receivable $ 1,512,055 $ - Less: Allowance for doubtful accounts - Accounts receivable, net $ 1,512,055 $ - Long Term Receivables $ 2,209,050 $ 2,209,050 - The Company performed an analysis of the trade receivables related to SSI India and determined, based on the deferred payment terms of the contracts, that a $ 2,209,050 may not be due and collectible in next one year and thus company classified these receivables as long-term Receivable. NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of the following as of September 30, 2023, and December 31, 2022: Period Ended September 30, December 31, 2023 2022 Accounts payable 175,808 $ - Other accrued liabilities 1,995,716 51,229 Total accounts payable and accrued expenses $ 2,171,524 $ 51,229 12 NOTE 6 - NOTES PAYABLE 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 $US 20.0 million for working capital purposes. The advances under the Line of Credit Note do not bear interest and are due and payable on or before the Maturity Date. SPL may, at its option, convert the principal amount of any advance into shares of our common stock, at a conversion price of US$ 0.74 per share. As of September 25, 2023, US$ 16,980,000 in advances that were outstanding under the Line of Credit Note, were converted into 22,945,946 shares issued to SPL at the conversion price of $ 0.74 per share. NOTE 7 – BANK OVERDRAFT Bank Overdraft consisted of the following as of September 30, 2023, and December 31, 2022. Period Ended September 30, December 31, 2023 2022 HDFC Bank Limited OD against FDs $ 4,827,882 HDFC Bank Ltd WCOD $ 1,290,332 Bank Overdraft $ 6,118,214 $ - The HDFC Bank OD against FDs of US$ 4,827,882 is secured by Fixed Deposits of US$ 4,964,496 provided by the Company. During the quarter ended September 30, 2023, the Company replaced the Fixed Deposits earlier provided by Dr. Sudhir Srivastava as security for this facility, by the Fixed Deposits out of its own funds, thereby improving the net working capital position of the Company. The HDFC Bank WCOD is secured by all the current assets of the Company. Both HDFC Bank OD against FDs as well as HDFC Bank WCOD facilities are additionally secured by personal guarantees provided by Dr Sudhir Srivastava. NOTE 8 – MERGER On April 14, 2023 (“ Closing ”), the Company consummated the acquisition of CardioVentures, Inc., a Delaware corporation (“ CardioVentures ”), pursuant to a Merger Agreement dated November 7, 2022 (the “ Merger Agreement ”), by and among the Company, a wholly owned subsidiary of the Company (“ Merger Sub ”), CardioVentures and Dr. Sudhir Srivastava, who, through his holding company, owned a controlling interest in CardioVentures. CardioVentures, through a subsidiary, owns a controlling interest in Sudhir Srivastava Innovations Pvt. Ltd., an Indian private limited company (“ SSI-India ”). Based in Haryana, India, SSI-India is engaged in the business of developing innovative surgical robotic technologies with a vision to make the benefits of robotic surgery affordable and accessible to a larger part of the global population. SSII’s product range includes its proprietary “SSI Mantra” surgical robotic system and a wide range of surgical instruments capable of supporting a variety of cardiac and other surgical procedures. The Company now intends to focus on the business of SSI-India and has plans to globally expand the presence of its technologically advanced, user-friendly, and cost-effective surgical robotic solutions. Pursuant to the Merger Agreement, at Closing, Merger Sub merged with and into CardioVentures (the “ Merger ”). In the Merger, holders of the outstanding shares of common stock of CardioVentures (including certain parties who provided interim convertible financing during the pendency of the Merger Agreement, were issued 135,808,884 shares of SSII common stock, representing approximately 95 % of issued and outstanding shares of SSII common stock post-Merger, with the existing shareholders of SSII holding approximately 6,544,344 shares of SSII common stock representing approximately 5 % of issued and outstanding shares of SSII common stock post-Merger. Pursuant to the Merger Agreement, at Closing, the holders of CardioVentures common stock also received shares of newly designated Series A Non-Convertible Preferred Stock (the “ Series A Preferred Shares ”). 13 The Series A Preferred Shares vote together with shares of SSII common stock as a single class on all matters presented to a vote of shareholders, except as required by law, and entitle the holders of the Series A Preferred Shares to exercise 51.0 % of the total voting power of the Company. The Series A Preferred Shares are not convertible into common stock, do not have any dividend rights and have a nominal liquidation preference. The Series A Preferred Shares also have certain protective provisions, such as requiring the vote of a majority of Series A Preferred Shares to change or amend their rights, powers, privileges, limitations and restrictions. The Series A Preferred Shares will be automatically redeemed by the Company for nominal consideration at such time as the holders of the Series A Preferred Shares own less than 50 % of the shares of SSII common stock received in the Merger. Contemporaneously with the Closing, the Company also changed its name to “SS Innovations International, Inc. ,” effected a one for ten reverse stock split and increased its authorized common stock to 250,000,000 shares. In addition to the foregoing, following Closing, the Company issued 14,029,170 post-Merger shares of SSII common stock to Dr. Frederic Moll and one other accredited investor, who each provided $ 3,000,000 in interim financing to the Company pending consummation of the Merger. Pursuant to his investment agreement with the Company, dated April 7, 2023, which included his $ 3,000,000 investment, and which was described in and included as an Exhibit to the Company’s Report on Form 8-K, dated April 14, 2023, Dr. Moll received 7 % of SSI’s post-merger issued and outstanding common stock on a fully diluted basis or an aggregate of 10,149,232 SSI Shares. As a result of the foregoing, a “ Change in Control ” of the Company occurred, with Dr. Sudhir Srivastava becoming the Company’s principal and controlling shareholder. Concurrent with consummation of the Merger, Dr. Sudhir Srivastava, through his holding company, assigned patents, trademarks and other intellectual property used in the development, commercialization, manufacturing and sale of its medical and surgical robotic systems and products (the “ SSII Intellectual Property ”) to a wholly owned subsidiary of SSII. In consideration thereof, Dr. Srivastava’s holding company will receive a quarterly royalty of three percent ( 3 %) of all “ net revenues ” (gross revenues actually received less cost of goods sold) generated from the sale or licensing of the SSII Intellectual Property or products or services utilizing the SSII Intellectual Property. NOTE 9 – STOCKHOLDERS’ EQUITY The Company is authorized to issue up to 250,000,000 shares of common stock, $ 0.0001 par value per share plus 5,000,000 shares of preferred stock, par value $ 0.0001 . At Closing of the Merger on April 14, 2023, 135,808,884 shares of our common stock and 1,000 Series A Preferred Shares were issued to CardioVentures. This includes common stock that was issued to Dr. Frederic Moll and one other accredited investor, who each provided $ 3,000,000 in interim financing to the Company pending consummation of the Merger. Following the Merger an additional 3,818,028 shares of our common stock were issued to Dr. Frederic Moll per his interim financing agreement with the Company. As of September 25, 2023, US$ 16,980,000 in advances that were outstanding under the Line of Credit Note, were converted into 22,945,946 shares issued to Sushruta Pvt Ltd at the conversion price of $ 0.74 per share. Holders of common stock are entitled to one vote for each share of common stock. NOTE 10 – COMMITMENTS Employment Agreements At closing of the Merger, Alen Sands York and Ettore Tomasetti resigned as directors of the Company and Barry F. Cohen, Dr. Ray Powers and Dr. Farhan Taghizadeh resigned as Chief Executive Officer and Acting Chief Financial Officer, Chief Operating Officer, and Chief Medical Officer of the Company, respectively. Mr. Cohen continues as a director of the Company and assumed the office of Chief Operating Officer–Americas and to this effect, an employment agreement effective April 14, 2023, was executed between the Company and Mr. Cohen. 14 Mr. Cohen’s employment agreement is for a 36-month period and provides for a base salary of US$ 15,000 per month. In addition to the above, Dr. Sudhir Srivastava became a director, Chairman and Chief Executive Officer of SSII, Dr. Vishwajyoti P. Srivastava, the son of Dr. Sudhir Srivastava, became a director and President and Chief Operating Officer–South Asia and Anup Sethi became Chief Financial Officer of the Company. The Company, through Otto Pvt. Ltd., a wholly owned subsidiary, is also party to employment agreements with each of Dr. Sudhir Srivastava, Dr. Vishwajyoti P. Srivastava and Anup Sethi. Dr. Sudhir Srivastava’s employment agreement is for a five (5) year period expiring in September 2026 and provides for an annual base salary of US$ 600,000 . Dr. Vishwajyoti P. Srivastava’s employment agreement is for a five (5) year period expiring in September 2026 and provides for an annual base salary of US$ 200,000 . Mr. Sethi’s employment agreement is for a five (5) year period expiring in January 2028 and provides for an annual base salary of US$ 175,000 . Each of the employment agreements contain customary confidentiality, assignment of proprietary rights, non-competition, and non- solicitation provisions. Lease The Company occupies office and laboratory space in Orlando, Florida under a lease agreement that expired on July 31, 2018 . Effective August 1, 2018, and expiring July 31, 2019 , the Company signed a new agreement, with monthly payments of $ 1,829.25 plus applicable sales tax. Effective August 1, 2019, the Company signed a year lease agreement, providing that the Company pay insurance, maintenance, and taxes with a monthly lease expense of $ 2,454.75 plus applicable sales tax. Effective January 15, 2020, the Company amended its August 1, 2019, lease agreement reducing its monthly lease payment to $ 2,223 plus applicable sales tax. 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 November 1, 2022, the Company signed an 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. On July 31, 2023, the Company relocated its Orlando facility to a new location at 11583 University Blvd, Orlando FL 32817. The Company occupies that space on a month-to-month basis at a cost of $ 194 per month. The Company, through its SSI-India subsidiary, occupies office, manufacturing, and assembly space in Gurugram, Haryana (India) under a lease agreement entered into in March 2021, with monthly payments of US$ 16,528 plus applicable taxes. This lease expires in March 2030 . Effective June 01, 2023, SSI-India subsidiary signed another lease agreement for occupying an additional space of 21,600 sq ft on the ground floor of the same building where its current facility is located, to further expand its manufacturing and assembly capacity. This lease provides for a monthly payment of US$ 12,033 plus taxes and expires on May 31, 2032, subject to further renewal on mutually acceptable terms. In December 2020, SSI India had leased a house to provide residential accommodation to Dr Sudhir Srivastava pursuant to the terms of his employment agreement. This lease agreement has since been terminated and effective August 1, 2023, SSI India leased another house to provide residential accommodation to Dr Sudhir Srivastava. This lease provides for a monthly payment of US$ 16,349 plus taxes. NOTE 11 – RELATED PARTY TRANSACTIONS As of September 30, 2023, and December 31, 2022, there was $ 1,860,333 and $ 0 in amounts due to related parties, respectively. The advances are unsecured, non-interest bearing and due on demand. Period Ended September 30, December 31, 2023 2022 Loan payable 1,860,333 Loan payable $ 1,860,333 - 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 US$ 20.0 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 and during the quarter ended September 30, 2023, SPL made further advances aggregating to US$ 15,755,000 , thereby making a total of US$ 16,980,000 advances under the Line of Credit Note. On 27 September 2023, SPL, exercised its option of converting the full amount of advances made under the SPL Note amounting to a total of US$ 16,980,000 into shares of our common stock at a conversion price of US$ 0.74 per share and accordingly 22,945,946 shares of our common stock were issued to SPL during the quarter ended September 30, 2023. NOTE 12 – SUBSEQUENT EVENTS Management has evaluated subsequent events through Oct 31, 2023, the date the consolidated financial statements were available to be issued. Based on this evaluation, no additional material events were identified which require adjustment or disclosure in these financial statements 15