What changed in this filing

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Item 9A. Controls and Procedures

2024-03-22 compared with 2023-03-31 · 1239 added, 999 removed, 138 unchanged (94% of the section changed)

Controls and Procedures .

(a) Disclosure Controls and

(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,

Our Chief Executive Officer

and Chief Financial 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 ”),

2 unchanged sentences

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).

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 ”).

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;

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.

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:

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.

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.

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

communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions

regarding required disclosure.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as

of December 31, 2023, our disclosure controls and procedures were not effective at the 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 procedures and has concluded that the control deficiency that

resulted represented a material weakness.

Notwithstanding the foregoing,

since completion of the CardioVentures Merger in April 2023, we have been addressing and remediating these weaknesses with the support

and assistance of the accounting and financial staff employed by SSI-India.

We have also begun to implement a new ERP system at SSI-India

which will integrate all business functions within the accounting and financial department to further address the abovementioned weaknesses.

Our Chief Executive Officer and Chief Financial

Officer do not expect that our disclosure controls or internal controls will prevent all errors and all fraud.

Although our disclosure

controls and procedures were designed to provide reasonable assurance of achieving their objectives and our Chief Executive Officer and

Chief Financial Officer have 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.

the design of any control system is subject to resource constraints and the benefits of controls must be considered relative to their

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 errors or mistakes.

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) Changes in Internal Controls Over Financial

There were no changes in our internal controls

8 unchanged sentences

Position(s) and Office(s) Held

Chief Executive Officer.

Acting Chief Financial Officer and Director

Chief Operating Officer

Farhan Taghizadeh, M.D.

Chief Medical Officer

Alen Sands York

Ettore Tomasetti

Set forth below is a brief description of the

background and business experience of our directors and executive officers.

Cohen founded the Company and

has served as its Chief Executive Officer and a director since February 4, 2015.

Sudhir Srivastava, MD

Chairman, Chief Executive Officer and Director

Chief Financial Officer

Vishwajyoti P.

Srivastava, M.D

President, Chief Operating Officer – South Asia and Director

Chief Operating Officer – Americas and Director

Mylswamy Annadurai

Set forth below is a

brief description of the background and business experience of our directors and executive officers.

Sudhir Srivastava,

M.D., joined the Company on April 14, 2023, as its Chairman, Chief Executive Officer and a director upon completion of the CardioVentures

Srivastava founded Sudhir Srivastava Innovations Pvt.

(“SSI-India”), our Indian operating subsidiary in 2019

and has served as its Chairman, Managing Director and Chief Executive Officer since that time.

SSI-India was founded with the objective

of launching the development of an advanced, affordable, and accessible surgical robotic system that would benefit greater numbers of

patients around the world.

Srivastava completed his medical degree in India in 1971 and moved to the United States in 1972, where

he underwent a residency in general surgery in St.

Louis and further completed his training, including in cardiothoracic surgery, at the

University of British Columbia Hospitals in Vancouver, Canada.

He is double board certified by the American Board of Surgery and Thoracic

Srivastava, after moving to Texas to begin his practice in 1981, became heavily involved in advancing minimally invasive

cardiac surgical approaches and robotic cardiac surgery procedures during his time in Texas.

While in Texas, in 2002 Dr.

Srivastava was

the founding chairman of Alliance Hospital, which became one of the busiest robotic cardiac centers globally.

joined the University of Chicago faculty and served as the Director of Robotic Cardiac Surgery to launch their program.

moved to Atlanta, Georgia, and founded the International College of Robotic Surgery and launched the Robotic Revascularization Program

Joseph’s Hospital.

While in the United States, he performed over 1,400 robotic cardiothoracic procedures and trained over

350 surgical teams from around the world.

His passion and experience took him to various countries around the world, where he helped launch

robotic cardiac surgery programs.

Srivastava returned to India in 2011 to establish robotic surgery programs throughout the country

during a time when robotic surgery was still nascent in India.

He founded the International Centre for Robotic Surgery in Delhi, India,

and trained surgeons in different specialties, introducing them to high-level robotic cardiac surgery procedures.

Recognizing the high

cost and limited access to robotic surgery in India, in 2012, Dr.

Srivastava undertook the mission of developing an affordable system

that would be technologically advanced, so that greater numbers of patients could benefit from robotic cardiac surgery in India and worldwide.

His efforts led to the development of the SSi Mantra Surgical Robotic System by the SSi Companies Group, which was commercially introduced

in August 2022.

Srivastava is globally recognized as a pioneer and leader in robotic cardiac surgery and has received numerous awards

worldwide for advancing the field.

Anup Kumar Sethi

joined the Company on April 14, 2023, as its Chief Financial Officer, upon completion of the Cardio Ventures Merger.

Sethi has served

as Chief Financial Officer of SSI-India since January 2023 and has been associated with SSI-India since 2018 on a consulting basis as

a financial advisor.

For over ten years prior thereto, he held senior management positions in well-established healthcare companies in

India, including Fortis and International Oncology.

With close to thirty years of overall experience and having worked in India, China,

South Africa, and Nigeria, in organizations of various sizes belonging to a diverse range of industries like automotive tires manufacturing,

textiles, digital media and healthcare delivery, Mr.

Sethi is very well adapted to building and working with multi-faceted, multi-cultural

Sethi has a FCMA qualification (Fellow Member of Institute of Cost Accountants of India), an Associate membership of CPA, Australia,

and a Certified Financial Planner (CFP) certification from the Financial Planning Standards Board, with hands-on experience in leading

teams in the functional areas of corporate finance, strategy, accounting, compliance and business development.

Vishwajyoti P.

M.D., joined the Company on April 14, 2023, as its President, Chief Operating Officer – South Asia and a director upon completion

of the CardioVentures Merger.

Srivastava joined SSI - India as President and Chief Operating Officer for South Asia in November 2020.

Prior to that, he served as President of OMNI 3DHD from January 2018 to November 2020, where he led the development of a secondary 3D

Visualization System that was designed with the objective of giving 3D vision to the entire robotic surgical team.

served as the COO of a Miami based health and wellness startup, Reshape Inc., that developed an online platform for healthy living initiatives.

Srivastava was also instrumental in the creation of the International College of Robotic Surgery in Atlanta, Georgia, in 2009 as well

as the International Centre for Robotic Surgery in New Delhi, India, in 2011.

Srivastava has been deeply involved in the field of

surgical robotics since 2008, covering the wide spectrum of clinical applications, teaching and training, tele-mentoring platforms, web-based

surgeon didactic training modules, digital media and marketing.

Srivastava graduated from Saint James School of Medicine in Anguilla,

receiving his M.D.

degree in August 2020.

Srivastava also holds a B.A.

in International Studies with a focus on South Asia from the

University of Washington in Seattle that he received in 1999.

Srivastava completed all his premedical requirements at Columbia University’s

Post Baccalaureate Program in New York City, graduating in 2003.

He is fluent in English, Hindi and French.

co-founded the Company (then known as Avra Medical Robotics, Inc.) and served as its Chief Executive Officer and a director from February

4, 2015, until completion of CardioVentures Merger on April 14, 2023, when he assumed the position of Chief Operating Officer-Americas

and continued as a director.

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

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.

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.

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.

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

Their plan of reorganization was confirmed, and the bankruptcy was discharged in December 2016.

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.

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.

has authored numerous publications and received many honors.

He is certified by the American Board of Otolaryngology-Head and Neck Surgery.

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.

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

Taghizadeh co-founded Omni Bioceutical Innovations, an innovative skin treatment and care solutions company, which

was a presenter at MEIDAM in 2017.

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.

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

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

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.

business experience makes him a valuable member of our Board of Directors.

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

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.

Cohen was a private investor and founded AVRA Surgical, Inc., a medical technology

Prior to founding the Company, Mr.

Cohen was a director of Dualis Med-Tech from 2012 to 2014 and was a director of AvraMiro GmbH

from 2009 to 2014 and Avra Surgical Robotics, Inc.

since 2011, which is 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.

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 member from 1983 to 1999.

Cohen has over fifty years’ experience

in managing private and public industrial companies, and forty-seven years’ experience as a securities executive.

Mylswamy Annadurai

joined the Company as a director on July 30, 2023.

Annadurai is a distinguished space scientist of international repute, who has been

involved in the Indian space program for over forty years, approximately thirty-six of which (1982-2018) were spent in various positions

with the Indian Space Research Organization (“ISRO”), most recently as Director of the ISRO Satellite Center from April 2015

to July 2018.

During that period, he was responsible for overseeing the development, manufacture and launch of twenty-nine satellites.

Prior thereto, he also served as Program Director of Indian Remote Sensing and Small Satellite Program at ISRO from 2011-2015, where among

other matters, he was responsible for overseeing ISRO’s Mars Orbiter Mission and as Project Director of India’s firs lunar

mission, Chandarayaan-1, from 2004-2010.

From August 2018 until March 2022, Dr.

Annadurai served as Chairman of the National Design and

Research Forum and from October 2018 to March 2023, he served as Vice President of the Tamil Nadu State Council for Science and Technology.

Since May 2019.

Annadurai has been serving as Chairman of the Aerospace Committee of the Southern India Chamber of Commerce and Industries

in Chennai and since March 2021, as a director of Moon Land Technologies Pvt.

Since February 2023, he is also serving as a Trustee

Member of the India Trustee Board of the America-India Foundation.

Annadurai has received numerous awards from the Indian government,

ISRO, international space organizations, academic institutions and professional bodies and societies.

Annadurai holds B.E.

(Applied Electronics) and Ph.D.

degrees from Anna University.

joined the Company as a director on July 30, 2023.

Somashekhar is a highly respected surgical oncologist and one of the first physicians

to employ robotic surgery in India.

Since January 2022, he has been affiliated with the Aster Group of Hospitals in India, where he serves

as Global Director of the Aster International Institute of Oncology and Head of Department and Lead Consultant in Surgical and Gynecological

Oncology and Robotic Surgery.

He also serves as Chairman of the Medical Advisory Board for Aster DM Healthcare.

For over twenty years

prior to joining Aster, he was affiliated with Manipal Hospitals in Bengaluru, most recently as Head of Department of Surgical Oncology

and Chairman of the Surgical Oncology Advisory Board.

Somashekhar has served in a number of teaching positions, significant experience

in conducting clinical studies, authored numerous medical papers and articles and received multiple awards in the medical field.

degree from Mysuru University, an M.S.

in General Surgery from the Sheth K.M.

School of Postgraduate & Research in Ahmedabad,

and an MCh in Oncosurgery from the Gujarat Cancer & Research Institute in Ahmedabad.

He is also a Fellow of the Royal College of Surgeons

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,

to hold office until the next annual meeting of our stockholders 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.

Family Relationships

Sudhir Srivastava and Dr.

Vishwajyoti P.

are father and son.

There are no other familial relationships among our officers and directors.

Board Diversity

We currently have no formal policy regarding board

Our priority in selection of board members is identification of members who will further the interests of our shareholders

through his or her established record of professional accomplishment, the ability to contribute positively to the collaborative culture

among board members, knowledge of our business and understanding of the competitive landscape.

Board Committees and Independence

In an effort to improve our corporate governance,

we intend to establish three standing committees:

an audit committee, a compensation committee and a nominating and corporate governance

Each committee will consist of three independent directors.

Our board of directors has determined that Dr.

Annadurai and Dr.

Somashekhar are “independent” within the meaning of the applicable rules and regulations of the SEC and the listing standards

of the Nasdaq Stock Market.

,We are working to expand our board of directors to consist of a majority of independent directors.

Audit Committee

The audit committee will assist our board of directors

in its oversight of the Company’s accounting and financial reporting processes and the audits of the Company’s financial statements,

including (a) the quality and integrity of the Company’s financial statements;

(b) the Company’s compliance with legal and

regulatory requirements;

and (d) the performance of our Company’s

internal audit functions and independent auditors, as well as other matters which may come before it as directed by the board of directors.

Further, the audit committee, to the extent it deems necessary or appropriate, among its several other responsibilities, shall:

● be responsible for the appointment, compensation, retention,

termination and oversight of the work of any independent auditor engaged for the purpose of preparing or issuing an audit report or performing

other audit, review or attest services for the Company;

● discuss the annual audited financial statements and the quarterly

unaudited financial statements with management and the independent auditor prior to their filing with the SEC in our Annual Report on

Form 10-K and Quarterly Reports on Form 10-Q;

● review with the Company’s financial management on a

periodic basis (a) issues regarding accounting principles and financial statement presentations, including any significant changes in

the Company’s selection or application of accounting principles;

and (b) the effect of any regulatory and accounting initiatives,

as well as off-balance sheet structures, on the financial statements of the Company;

● monitor the Company’s policies for compliance with

federal, state, local and foreign laws and regulations and the Company’s policies on corporate conduct;

● maintain open, continuing, and direct communication between

the board of directors, the audit committee and our independent auditors;

● monitor our compliance with legal and regulatory requirements

and shall have the authority to initiate any special investigations of conflicts of interest, and compliance with federal, state and

local laws and regulations, including the Foreign Corrupt Practices Act, as may be warranted.

Compensation Committee

The compensation committee will aid our board

of directors in meeting its responsibilities relating to the compensation of the Company’s executive officers and to administer

all incentive compensation plans and equity-based plans of the Company, including the plans under which Company securities may be acquired

by directors, executive officers, employees and consultants.

Further, the compensation committee, to the extent it deems necessary or

appropriate, among its several other responsibilities, shall:

● review periodically the Company’s philosophy regarding

executive compensation to (a) ensure the attraction and retention of corporate officers, (b) ensure the motivation of corporate officers

to achieve the Company’s business objectives, and (c) align the interests of key management with the long-term interests of our

shareholders;

● review and approve corporate goals and objectives relating

to Chief Executive Officer compensation and other executive officers of SSi and its subsidiary companies;

● make recommendations to the board of directors regarding

compensation for non-employee directors, and review periodically non-employee director compensation in relation to other comparable companies

and in light of such factors as the compensation committee may deem appropriate;

● review periodically reports from management regarding funding

the Company’s pension, retirement, long-term disability and other management welfare and benefit plans.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee

will recommend to the board of directors individuals qualified to serve as directors and on committees of the board of directors to advise

the board of directors with respect to the board of directors composition, procedures and committees to develop and recommend to the board

of directors a set of corporate governance principles applicable to the Company;

and to oversee the evaluation of our board of directors

and management.

Further, the nominating and corporate governance

committee, to the extent it deems necessary or appropriate, among its several other responsibilities shall:

● recommend to the board of directors and for approval by a

majority of independent directors for election by shareholders or appointment by the board of directors as the case may be, pursuant

to our bylaws and consistent with the board of directors’ criteria for selecting new directors;

● review the suitability for continued service as a director

of each member of the board of directors when his or her term expires or when he or she has a significant change in status;

● review annually the composition of the board of directors

and to review periodically the size of the board of directors;

● make recommendations on the frequency and structure of board

of directors’ meetings or any other aspect of procedures of the board of directors;

● make recommendations regarding the chairmanship and composition

of standing committees and monitor their functions;

● review annually committee assignments and chairmanships;

● recommend the establishment of special committees as may

be necessary or desirable from time to time;

● develop and review periodically corporate governance procedures

and consider any other corporate governance issue.

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.

to employees, including our principal executive officer, principal financial officer and/or persons performing similar functions.

Board of Directors Role in Risk Oversight

4 unchanged sentences

of the Company .

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:

, 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.

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.

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.

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.

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.

Badimon has published more than 370 peer-reviewed articles in athero-thrombosis, imaging and cardiovascular diseases.

reviewer for 10 of the top journals in cardiovascular diseases.

Badimon holds a Pharmacy degree from the University of Barcelona and

degree in Pharmacology from the University of Barcelona.

Epstein, M.D.

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.

Epstein helped establish NYU’s

first ultrasound section in their Radiology Department and has co-authored 25 articles for juried journals.

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.

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.

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.

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

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

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,

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.

Executive Compensation.

1 unchanged sentence

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

to, earned by, or paid to our Chief Executive Officer and our other executive officers for the years ended December 31, 2023.

and Principal Position

Incentive Plan

Srivastava, M.D.

2,536,776 (2)

2,425,710 (2)

Chief Executive Officer (1)

Farhan Taghizadeh, M.D.,

Chief Medical Officer (2)

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,

Cohen was issued an option for 5,400,000 common shares with an exercise price of $0.10 per share all vesting immediately.

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.

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.

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.

Employment and Service Agreements

The Company was party to an employment agreement with Barry F.

its Chief Executive Officer.

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.

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.

Cohen agreed to continue to act and perform fully in his role of CEO through the closing of the planned merger with CardioVentures,

We are also party to “ at will ” service agreements with our Chief Medical Officer, Dr.

Farhan Taghizadeh and our

Chief Operating Officer, Ray Powers.

Chief Financial

Srivastava, M.D.

President and Chief Operating

South Asia (5)

Officer-Americas (6)

Sudhir Srivastava became our Chairman and Chief Executive Officer on April 14, 2023, upon completion of the CardioVentures Merger.

Represents an option to purchase common stock granted under our Incentive Plan.

The option vests in five equal annual installments commencing upon the date of grant and expires five years from the date of grant.

Sethi became our Chief Financial Officer on April 14, 2023, upon completion of the CardioVentures Merger.

Represents a grant of restricted shares of our common stock awarded under our Incentive Plan.

The grant vests in five equal annual installments commencing upon the date of grant.

Vishwajyoti Srivastava became our President and Chief Operating Officer – South Asia on April 14, 2023, upon completion of the CardioVentures Merger.

Cohen served as our Chairman and Chief Executive Officer from founding of the Company on February 4, 2015 until completion of the CardioVentures Merger on April 14, 2023, when he stepped down from those positions and assumed the position of Chief Operating Officer – Americas.

Represents a grant of restricted shares of our common stock awarded under our Incentive Plan, which vested in full on the date of grant.

Represents option to purchase common stock granted under our Incentive Plan, which option vested in full on the date of grant.

Employment Agreements

through Otto Pvt.

Ltd., an indirect, wholly owned subsidiary, is party to employment agreements with each of Dr.

Sudhir Srivastava, Anup

Kumar Sethi and Dr.

Vishwajyoti P.

Sudhir Srivastava’s employment agreement is for a five-year period expiring in

September 2026 and provides for an annual base salary of $600,000.

Sethi’s employment agreement is for a five-year (5-year)

period expiring in January 2028 and provides for an annual base salary of $175,000.

Vishwajyoti P.

Srivastava’s employment agreement

is for a five-year period expiring in September 2026 and provides for an annual base salary of $200,000.

Each of the employment agreements

contain customary confidentiality, assignment of proprietary rights, non-competition and non-solicitation provisions.

is party to an employment agreement with Barry F.

Cohen for a three-year (3-year) period expiring in April 2026, which provides for an

annual base salary of $180,000.

The employment agreement also provides for reimbursement of other reasonable business expenses incurred

Cohen in the performance of his duties and contains customary confidentiality, assignment of proprietary rights, non-competition

and non- solicitation provisions.

Outstanding Equity Awards at Fiscal Year-End

2 unchanged sentences

Unexercisable

have not vested

Farhan Taghizadeh, M.D.

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

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.

Sudhir Srivastava, M.D.

Anup Kumar Sethi

Vishwajyoti P.

The volume weighted average exercise price per share for all options awarded is $ 5.14.

Based on market price of $7.76 per share on the grant date

The above are options to purchase common stock

granted under our Incentive Plan.

The options vest in five equal annual instalments commencing upon the date of grant and expire

five years from the date of grant.

Compensation of Directors Table

The table below summarizes all compensation paid

to our directors for the year ended December 31, 2023, our last completed fiscal year.

DIRECTOR COMPENSATION

Incentive Plan

Non-Qualified

Sudhir Srivastava, M.D.

Vishwajyoti P.

Srivastava, M.D.

Mylswamy Annadurai

1,045,969 (1)

Represents the value of a grant of 116,348 restricted shares of our common stock awarded under our Incentive Plan.

The grant has fully vested as of December 31, 2023.

Represents the value of options to purchase common stock granted under our Incentive Plan.

The option vests in five equal annual instalments commencing upon the date of grant and expires five years from the date of grant.

Narrative Disclosure to the Director Compensation

The Company has not established a formal compensation

arrangement for its non-employee directors but anticipates that they will initially be compensated with periodic grant of options under

the 2016 Incentive Stock Plan, in the discretion of the board of directors.

Non-employee directors are also reimbursed for travel and

lodging expenses in connection with their attendance at in-person meetings of the board.

When the Company is sufficiently capitalized,

the Company may institute payment of cash directors’ fees to its non-employee directors in amounts to be determined at that time.

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

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.

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.

Our 2016 Incentive Stock Plan (the “Incentive

Stock 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

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

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.

board of directors and majority shareholders in October 2023 mandated to keep 10% of our issued and outstanding common shares reserved

under the 2016 Incentive Stock Plan.

As of December 31, 2023, we have granted options to purchase 4,529,828 shares under the 2016 Plan,

exercisable at prices ranging from of $1.00 to $10.00 per share and 4,301,167 shares in stock grants.

Security Ownership of Certain Beneficial Owners

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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.

of this Annual Report, the beneficial ownership of our common stock by (i) each director and executive officer;

(ii) directors and executive

officers as a group;

(iii) each other five percent (5%) beneficial owner of our common stock.

The percentage ownership information shown in

the table is based upon 170,724,381 shares of common stock outstanding as of the date of this Annual Report.

Unless otherwise stated,

the address of the persons set forth in the table is c/o the Company.

Beneficial ownership is determined in accordance

with the rules of the SEC and includes voting or investment power with respect to the securities.

Except as otherwise indicated, each

person or entity named in the table has sole voting and investment power with respect to all shares of our capital shown as beneficially

owned, subject to applicable community property laws.

In accordance with SEC rules, shares of our common stock which may be acquired upon

exercise of stock options which are currently exercisable or which become exercisable within sixty (60) days of the date of this Annual

Report are deemed beneficially owned by the holders of such options and are deemed outstanding for the purpose of computing the percentage

of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage of ownership of any other

Names and addresses of beneficial owners

Number of shares

Percentage of

Ray Power (2)

Farhan Taghizadeh , M.D.

Alen Sands York (4)

Ettore Tomasetti (5)

All directors and executive officers as a group (five persons)

shares issuable upon the exercise of options within sixty (60) days of the date of this prospectus.

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.

89,444 shares owned by Dr.

Powers directly.

1,276,000 shares owned by Dr.

Taghizadeh directly of which 850,000 are shares issuable upon the exercise of stock options.

253,744 shares owned by Mr.

York directly of which 86,000 are shares issuable upon the exercise of stock options.

161,200 shares owned by Mr.

Tomassetti directly of which 86,000 are shares issuable upon the exercise of stock options.

Directors and executive officers

Sudhir Srivastava, M.D.

Anup Sethi (4)

Vishwajyoti P.

Srivastava, M.D.

Mylswamy Annadurai

Somashekhar (5)

All directors and executive officers as a group (six persons) (6)

5% or greater shareholders

Seattle, WA 98101

Unless otherwise indicated, the address for all of our directors and

executive officers is, care of the Company, 404-405, 3rd Floor, iLabs Info Technology Centre, Udyog Vihar, Phase III, Gurugram, Haryana

122016, India.

Less than 1%.

Includes (a) 117,559,713 shares held of record by Sushruta Pvt.

(“ Sushruta ”), a Bahamian holding company beneficially owned by Dr.

Sudhir Srivastava;

(b) 32,000 shares held by Sudhir Srivastava Innovations Pte.

Ltd., a Singapore registered company beneficially owned by Dr Sudhir Srivastava;

and (c) 507,355 shares issuable upon the exercise of vested stock options granted under our Incentive Plan.

(d) 3,350,221 shares issuable upon exercise of vested stock options granted on February 13, 2024, under our Incentive Plan.

Sushruta also holds of record all 1,000 issued and outstanding Series A Preferred Shares, which entitle the holder to 51% of the total voting power of the Company.

Represents 169,118 shares issuable upon the exercise of vested stock options granted under the Incentive Plan.

Includes 244,188 shares issuable upon the exercise of vested stock options granted under the Incentive Plan.

Includes 169,118 vested stock awards granted under the Incentive Plan.

Includes a grant of 116,348 fully vested restricted shares of our common stock awarded under our Incentive Plan.

Includes the items in footnotes (1) – (5) above.

The persons named above have full voting and investment

8 unchanged sentences

Plan category

securities to be

options, warrants

to be issued upon

Weighted- average

exercise price of

options, warrants

available for

future issuance

plans (excluding securities

Equity compensation plans approved by security holders

2 unchanged sentences

Equity compensation plans not approved by security holders

14,818,777 shares (1)

(1) Represents

shares of common stock under the 2016 Plan.

Relationships and Related Transactions, and Director Independence.

12,181,226 (1)

4,891,213 (1)

Represents shares of common stock under our

Incentive Stock Plan.

As of the date of this Annual Report, 12,181,226 shares of common stock (comprised of 7,880,059 stock options and

4,301,167 stock grants) were issued under the Incentive Stock Plan.

As of the date of this Annual Report an additional 4,891,213 shares

of common stock are available for future issuances under the Incentive Stock Plan.

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

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.

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

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.

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.

As of December 31, 2023, and December 31, 2022,

there was $1,466,462 and $1,570,833 in net amounts due from related parties, respectively.

The advances are unsecured, non-interest bearing

and due on demand .

In addition to the net balances resulting from

transactions between various related parties during the normal course of business, the following additional transactions took place as

related party transactions:

On April 15, 2023, the Company executed (the Line

of Credit Note ) with Sushruta pursuant to the Line of Credit Note, Sushruta, agreed, to make multiple advances to the Company, in

its discretion, through December 31, 2023 (the “ Maturity Date ”), in an aggregate amount of up to $20.0 million for

working capital purposes.

The advances under the Line of Credit Note did not bear interest and were due and payable on or before the Maturity

Sushruta had the option to convert the principal amount of any advance into shares of our common stock, at a conversion price of

$0.74 per share.

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

On September 27, 2023,

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

shares of our common stock at the conversion price of $0.74 per share.

Effective February 14, 2024, the Company sold

$2,450,000 in principal amount of 7% Convertible One-Year Promissory Notes (the “ Bridge Notes ”) to five investors in

a private transaction, one of whom was Sushruta, who subscribed for a $1,000,000 Bridge Note.

Interest on the Bridge Notes accrues at

the rate of 7% per annum and is payable together with the principal amount on the maturity date, which is one year from issuance.

option of the noteholder, the Bridge Notes may be converted at any time prior to maturity into shares of our common stock at a conversion

price of $4.45 per share, subject to adjustment for stock splits, stock dividends and similar recapitalization events.

From time-to-time Dr.

Sudhir Srivastava, our Chairman

and Chief Executive Officer, made interest-free demand loans to SSI-India in order to help it meet its working capital requirements.

principal balance of such loans was $1,575,834 and $161,600 as of December 31, 2022, and December 31, 2023, respectively.

The Company has sold two surgical robotic systems

to Aster Hospitals Group (one to Aster Hospitals Dubai and another to Aster CMI Hospital, Bangalore, India).

SP Somashekhar, a director

of the Company, holds the positions of Chairman - Medical Advisory Board, Aster DM Healthcare - GCC & India and Global Director -

Aster International Institute of Oncology - GCC & India.

We have granted stock options to certain of our

executive officers.

See “ Item 11.

Executive Compensation — Outstanding Equity Awards at Year-End ” above

for a description of these stock options outstanding as of December 31, 2023.

Other than as described above, there has not been,

nor is there any currently proposed, transactions or series of similar transactions to which we have been or will be a party.

Principal Accounting Fees

2 unchanged sentences

(“ Borgers ”)

is our current independent registered public accounting firm and was such for the years ended December 31, 2022 and December 31, 2021.

Aggregate audit fees billed by Borgers for the years ended December

31, 2022 and December 31, 2021 were $68,400 and $41,160, respectively.

is our current independent registered public accounting firm and for the years ended December 31, 2023 and December 31, 2022.

Aggregate audit fees billed by Borgers for the

years ended December 31, 2023 were $112,500 and December 31, 2022 was $68,400.

Audit-Related Fees

7 unchanged sentences

Exhibits, Financial Statement

following documents are filed as part of this Report:

(1) Financial

The following financial statements and the report of our independent registered public accounting firm are filed

Financial Statements and Supplementary Data ” of this report:

Report of Independent Registered Public Accounting Firm

Balance Sheets at December 31, 2022

and December 31, 2021

Statements of Operations for the years ended December 31, 2022 and December 31, 2021

Statements of Cash Flows for the years ended December 31, 2022 and December 31, 2021

Statements of Shareholders’ Equity for the years ended December 31, 2022 and December 31, 2021

Notes to Financial Statements

The following documents are filed as part of this Report:

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 Annual Report:

Report of Independent Registered Public

Accounting Firm

Consolidated Balance Sheets sat December 31, 2023 and December 31, 2022

Consolidated Statements of Operations for the years ended December 31, 2023 and December 31, 2022

Consolidated Statements of Cash Flows for the years ended December 31, 2023 and December 31, 2022

Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2023 and December 31, 2022

Notes to Consolidated Financial Statements

(2) Financial Statement Schedules.

1 unchanged sentence

because the information required is not applicable or the required information is shown in the financial statements or notes thereto.

(3) Exhibits.

Exhibit Number

Amended and Restated Articles of Incorporation (1)

Articles of Amendment to Amended and Restated Articles of Incorporation (2)

2016 Incentive Stock Plan (1)+

Research Agreement with the University of Central Florida (1)

Employment Agreement with Dr, Sudhir Srivastava (2)

Employment Agreement with Dr.

Vishwajyoti P.

Srivastava (2)+

Employment Agreement with Anup Sethi (2)+

Employment Agreement with Barry F.

Promissory Note made in favor of Sushruta Pvt.

Form of Director Appointment Agreement (1)+

Code of Ethical Conduct (1)

Form of Indemnification Agreement (1)+

Form of 7.5% Convertible Promissory Note due June 30, 2017 (3) *

Collaborative Research and Development Agreement between the Company and Infinite Mind, LLC (3)

Service Agreement between the Company and Dr.

Ray Powers (3)

Service Agreement between the Company and Dr.

Farhan Taghizadeh (3)

Unsecured Promissory Note dated December 31, 2018, made by the Company in favor of Barry F.

Unsecured Promissory Note dated February 6, 2019, made by the Company in favor of Barry F.

Unsecured Promissory Note dated May 8, 2019, made by the Company in favor of Barry F.

Unsecured Promissory Note dated May 29, 2019, made by the Company in favor of Barry F.

Unsecured Promissory Note dated June 26, 2019, made by the Company in favor of Barry F.

Unsecured Promissory Note dated July 19, 2019, made by the Company in favor of Barry F.

Unsecured Promissory Note dated August 26, 2019, made by the Company in favor of Barry F.

Merger Agreement with CardioVentures, Inc., dated November 7, 2022 (4)

Section 302 Certification by Chief Executive Officer and Chief Financial Officer (5)

Certification by Chief Executive Officer and Acting Chief Financial Officer (5)

Code of Ethical Conduct (1)

List of Subsidiaries (4)

Section 302 Certification by Chief Executive Officer (4)

Section 302 Certification by Chief Financial Officer (4)

Section 906 Certification by Chief Executive Officer (4)

Section 906 Certification by Chief Financial Officer (4)

Inline XBRL Instance Document.

5 unchanged sentences

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Filed as an exhibit to the registrant’s Registration Statement on Form S-1 (File No.

333-216054) and incorporated herein by reference.

Filed as an exhibit to the registrant’s Current Report on Form 8-K dated March 16, 2018 and incorporated herein by reference.

Filed as an exhibit to the registrant’s Registration Statement on Form S-1 (File No.

Filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No.

333-216054) and incorporated herein by reference.

Filed as an exhibit to the registrant’s Current Report on Form

8-K dated November 7, 2022 and incorporated herein by reference.

Filed as an exhibit to the Company’s Current Report on Form 8-K filed on April 19, 2023 and incorporated herein by reference.

Filed as an exhibit to the Company’s Current Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 filed on August 8, 2023 and incorporated herein by reference.

Filed herewith

WHAT OTHER EXHIBITS SHOULD WE FILE?

compensation plan or arrangement.

Indicates management contract or compensatory plan or arrangement.

Form 10-K Summary.

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.

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

SS INNOVATIONS INTERNATIONAL, INC.

March 22, 2024

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.

Chief Executive Officer,

/s/ Sudhir Srivastava

Sudhir Srivastava, M.D.,

Chairman, Chief Executive Officer and Director

(Principal Executive Officer)

March 22, 2024

Acting Chief Financial Officer and Director

(Principal Executive, Financial and Accounting Officer)

/s/ Alen Sands York

/s/ Anup Sethi

Chief Financial Officer

(Principal Financial Officer and

Principal Accounting Officer)

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and

on the dates indicated:

March 22, 2024

Alen Sands York

/s/ Ettore Tomassetti

/s/ Sudhir Srivastava

Sudhir Srivastava, M.D.,

Chairman, Chief Executive Officer and Director

(Principal Executive Officer)

March 22, 2024

Ettore Tomassetti

INDEX TO FINANCIAL

Report of Independent Registered Public Accounting Firm

Balance Sheet sat December 31, 2022 and December 31, 2021

Statement of Operations for the years ended December 31, 2022 and December 31, 2021

Statement of Cash Flows for the years ended December 31, 2022 and December 31, 2021

Statement of Shareholders’ Equity for the years ended December 31, 2022 and December 31, 2021

Notes to Financial Statements

Report of Independent Registered Public Accounting

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”).

/s/ Anup Sethi

Chief Financial Officer

(Principal Financial Officer and

Principal Accounting Officer)

March 22, 2024

/s/ Vishwajyoti P.

Vishwajyoti P.

Srivastava, M.D.,

President, Chief Operating Officer – South Asia and Director

March 22, 2024

Chief Operating Officer – Americas and Director

March 22, 2024

/s/ Mylswamy Annadurai

Mylswamy Annadurai,

March 22, 2024

TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public

Accounting Firm

Consolidated Balance Sheets at December 31, 2023 and December 31, 2022

Consolidated Statements of Operations for the years ended December 31, 2023 and December 31, 2022

Consolidated Statements of Cash Flows for the years ended December 31, 2023 and December 31, 2022

Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2023 and December 31, 2022

Notes to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Shareholders of SS Innovations International, Inc.:

on the Financial Statements

have audited the accompanying consolidated balance sheets of SS Innovations International, Inc.

(the “Company”) as of December

31, 2023 and 2022 and the related consolidated statements of operations, shareholders’ equity, and cash flows for the two years

in the period ended December 31, 2023, and the related notes and schedules (collectively referred to as the financial statements).

our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

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.

31, 2023 and 2022, and the results of its operations and its cash flows for the two years in the period ended December 31, 2023 and 2022,

in conformity with accounting principles generally accepted in the United States of America.

Concern Matter

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 that raises substantial doubt about its 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.

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.

The financial statements

do not include any adjustments that might result from the outcome of this uncertainty.

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.

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.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit,

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

March 31, 2023

AVRA MEDICAL ROBOTICS, INC.

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 provide

a reasonable basis for our opinion.

audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be

communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and

(2) involved our especially challenging, subjective, or complex judgments.

determined that there are no critical audit matters.

BF Borgers CPA PC

Borgers CPA PC (PCAOB ID 5041 )

have served as the Company’s auditor since 2022

INNOVATIONS INTERNATIONAL INC.

BALANCE SHEETS

AS OF DECEMBER 31,

OF DECEMBER 31,

and cash equivalents

receivable, net of allowances

Receivables - Acquisition

and other current assets

Current Assets

Cash and cash equivalents

Other prepaid expenses and deposit

Notes Receivables – Acquisition

Total Current Assets

Accumulated depreciation

Total Equipment, net

LIABILITIES AND STOCKHOLDERS’ EQUITY

Non-Current Assets:

plant, and equipment, net

Term Receivable

& Advances (Related Party)

Non-Current Assets

AND STOCKHOLDERS’ (DEFICIT) EQUITY

Overdraft Facility

payable - related party

maturities of long-term debt, bank

of use liability, current portion

tax liability

accrued liabilities

Current Liabilities

Accounts payable

Accrued compensation

Accrued expenses

Accrued interest

Notes payable - related party

Promissory notes

Total Current Liabilities

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

Common stock Issuable, 0 and 4,265,295 shares, $ .0001 par value at December 31, 2022 and December 31, 2021, respectively

Additional paid in capital

Treasury stock

Accumulated deficit

of use liability, non current portion

and contingencies

Stockholders’

(deficit) equity :

Common stock, 250,000,000 shares authorized, $ 0.0001 par value, 170,711,881 shares and 53,887,738 shares issued and outstanding as of December 31, 2023, and December 31,2022 respectively

Preferred stock, $ 0.0001 par value per share;

authorized 5,000,000 shares of Series A Non-Convertible Preferred Stock, 5000 shares and nil shares issued and outstanding as of December 31, 2023 and December 31, 2022

Paid in Capital

other comprehensive income (loss)

( 35,329,246 )

( 14,387,269 )

Total Stockholders’ Equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

The accompanying notes are an integral part of

these financial statement

AVRA MEDICAL ROBOTICS, INC.

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31,

OPERATING EXPENSES

Research and Development

stockholders’ (deficit) equity

( 2,460,547 )

liabilities and stockholders’ (deficit) equity

accompanying notes are an integral part of these financial statements.

SS INNOVATIONS INTERNATIONAL

CONSOLIDATED STATEMENTS

OF OPERATIONS

FOR THE YEAR ENDED DECEMBER

Cost of revenue

( 5,166,263 )

(LOSS) PROFIT

& Development

Compensation Expense

& Payroll Expenses

general and administrative

Total Operating Expenses

OTHER INCOME AND (EXPENSES)

Investment Loss

Interest Earned

Interest Expenses

Origination Fees

Total Other Income and (Expenses), net

Loss before income tax taxes

OPERATING EXPESNES

from operations

( 20,668,373 )

( 5,679,233 )

Provision for Income Tax

and other income, net

OTHER (EXPENSE) INCOME

( 20,941,972 )

( 5,601,504 )

Loss per common share - basic and diluted

Weighted average common shares outstanding - basic and diluted

The accompanying notes are an integral part of

these financial statements.

AVRA MEDICAL ROBOTICS, INC.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31,

CASH FLOWS OPERATING ACTIVITIES:

attributable to SS Innovations International Inc.

$ ( 20,941,972 )

$ ( 5,601,504 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization expense

Stock compensation expense

Stock issued for services

Investment loss

Changes in operating assets and liabilities:

Other prepaid expenses and deposit

Accounts payable and accrued expenses

Net loss per share - basic and diluted

Weighted average

( 20,941,972 )

Net Cash Used in Operating Activities

( 5,601,504 )

OTHER COMPREHENSIVE INCOME

currency translation

COMPREHENSIVE

( 21,286,593 )

INVESTING ACTIVITIES:

Notes Receivables - Acquisition

( 5,585,983 )

Investment in Avra Air LLC

Net Cash Used in Investing Activities

accompanying notes are an integral part of these financial statements.

SS INNOVATIONS INTERNATIONAL

STATEMENTS OF CASH FLOW

FOR THE YEAR ENDED DECEMBER 31,

flows from operating activities:

$ ( 20,941,972 )

FINANCING ACTIVITIES:

Repayment of Promissory note

$ ( 5,601,504 )

Proceeds from 7% convertible Promissory note

Proceeds from private placement

Proceeds from exercise of stock options

Proceeds from securities offering

Treasury stock

Net Cash Provided by Financing Activities

(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS

to reconcile net loss to net cash used in operating activities:

and amortization

compensation expense

expenses and other assets

( 9,200,688 )

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR

CASH AND CASH EQUIVALENTS - END OF YEAR

Supplemental information of non-cash investing and financing activities:

Non-cash investing activities:

Cash received for interest

Non-cash financing activities:

Related party note payable converted into common stock

Reduction of account payable and equipment

The accompanying notes are an integral part of

these financial statements.

AVRA MEDICAL ROBOTICS, INC.

STATEMENT OF SHAREHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31,

Common Stock Issuable

Shareholders’

BALANCE AT DECEMBER 31, 2020

( 1,054,302 )

payable and accrued expenses

cash used in operating activities

( 13,572,758 )

Stock based compensation expense

Common stock issuable for services

Conversion of debt to equity

Security Offerings

Stock issued for services

Private Placement

Treasury stock

Common stock issued

( 5,555,345 )

flows from investing activities:

Receivables - Acquisition

( 3,000,000 )

Term Receivable

( 2,640,341 )

BALANCE AT DECEMBER 31, 2021

& Advances (Related Party)

of property and equipment

( 2,763,385 )

Stock based compensation expense

Common stock issuable for services

of Fixed Assets

cash used in investing activities

( 2,299,356 )

Treasury stock

Common stock issued

( 2,735,814 )

flows from financing activities:

of Promissory note

from 7% convertible Promissory note

of Bank Overdraft Facility

( 2,051,353 )

from securities offering

from Notes Converted

from Options Excercised

of Notes payable

( 7,000,000 )

from Notes payable

of Loan (Related Party)

( 1,670,834 )

BALANCE AT DECEMBER 31, 2022

of use liability,non current portion

cash provided by financing activities

change in cash

of exchange rate on cash

at beginning of year

at end of year

disclosure of cash flow information:

paid for income taxes

paid for interest

accompanying notes are an integral part of these financial statements.

SS INNOVATIONS INTERNATIONAL

CONDENSED STATEMENT OF STOCKHOLDERS’

FOR THE YEAR ENDED December 31,2023

other comprehensive

Stockholders’

AT DECEMBER 31, 2021

$ ( 8,811,765 )

The accompanying notes are an integral part of

these financial statements.

AVRA MEDICAL ROBOTICS, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – FINANCIAL STATEMENTS

AVRA Medical Robotics, Inc.

(the “Company”

or “AVRA”) was incorporated as AVRA Surgical Microsystems, Inc.

$ ( 166,380 )

based compensation expense

issued for services

$ ( 718,212 )

$ ( 125,599 )

$ ( 3,547,082 )

$ ( 332,919 )

other comprehensive.

income (loss)

$ ( 5,601,504 )

AT DECEMBER 31, 2022

$ ( 14,387,269 )

$ ( 2,460,547 )

Recapitalization

$ ( 53,887,738 )

$ ( 11,005,895 )

of Notes Payable to equity

issued for services

Recapitalization

issued for services

(warrants exercised)

(options exercised)

Cancellation - Sivani

other comprehensive.

income (loss)

$ ( 20,941,972 )

AT DECEMBER 31, 2023

$ ( 35,329,241 )

$ ( 329,100 )

accompanying notes are an integral part of these financial statements.

INNOVATIONS INTERNATIONAL, INC.

TO FINANCIAL STATEMENTS

1 – FINANCIAL STATEMENTS

Innovations International, Inc.

(the “ Company ” or “ SSII ”) was incorporated as AVRA Surgical Microsystems,

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

Effective November 5, 2015, the Company’s corporate name was changed to Avra

Medical Robotics, Inc.

April 14, 2023, a wholly owned subsidiary of the Company merged with CardioVentures, Inc., a Delaware corporation (“ CardioVentures ”),

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 the transaction, a “ change in control ” of the Company took

In addition, among other matters, the Company changed its name to “ SS Innovations International, Inc.

implemented a one for ten reverse stock split.

The financial statements, financial information, 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.

of Presentation

accompanying financial statements are prepared on the basis of accounting principles generally accepted in the United States of America

The Company completed its first full year of commercial operations and is still in the process of scaling its operations,

financial planning, raising capital, and research into new products which may become part of the Company’s future product portfolio.

In the opinion of the Company’s management, the accompanying audited condensed financial statements contain all the adjustments

necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of December 31, 2023, and

the results of operations and cash flows for the periods presented.

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 $ 9,112,029 and an accumulated deficit of $ 35,329,246 as of December 31, 2023.

The Company also had a net loss of $ 20,941,972 for

the year ended December 31, 2023 which was mainly on account of non-cash items like Stock Compensation expense of $ 13,425,319 and Depreciation

of $ 162,623 .

The net loss for the year ended December 31, 2023 was also higher as revenue to the extent of $ 1,668,146 stands transferred

to unrealized deferred revenue on account of application of ASC606.

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 year ended December 31, 2023, the Company recorded its

first export sale to Dubai, UAE.

As of December 31, 2023, the Company has sold fifteen surgical robotic systems overall and is now generating

regular revenues as additional purchase orders are also being received.

In addition to these fifteen surgical robotic systems sold, Company

has also installed four systems for evaluation purposes at four hospitals belonging to large hospital groups in India for a predefined

number of procedures post which the Company expects to receive regular purchase orders for its surgical robotic system from these hospital

In addition to this, we also installed three systems on a pay-per-use basis.

These systems were installed in December 2023 and

accordingly had not generated any revenues as of December 31, 2023.

During the year ended December 31, 2023, we also installed one system

at the Johns Hopkins Hospital, in Baltimore, Maryland at no cost, for the purposes of conducting medical education training programs

with human cadavers and/or animal anatomical tissue specimens.

As such, at the end of December 2023, we had twenty-three installed systems

of which twenty were installed during the year ended December 31, 2023.

Company has been able to augment its financial resources to further supplement its operations.

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 $ 20 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 $ 0.74 per share.

During the year ended December 31, 2023, SPL had advanced a total

of $ 16,980,000 under the Line of Credit Note upon SPL exercising its option to convert, the outstanding balance of $ 16,980 ,00 of the

Line of Credit Note was converted in full into 22,945,946 shares of our common stock at a conversion price of $ 0.74 per share.

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 December 31, 2023, the Company had stockholders’

equity of $ 14.3 million and a working capital surplus of $ 9.11 million as compared to stockholders’ deficit of $ 2,460,547 and a

working capital deficit of $ 4,420,201 as of December 31, 2022.

management of the Company is making efforts to raise further funding to scale up operations and meet its longer-term capital needs.

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.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

April 14, 2023, a wholly owned subsidiary of the Company merged with CardioVentures, Inc., a Delaware corporation, the indirect parent

of Sudhir Srivastava Innovations Pvt.

Ltd., an Indian private limited company.

As a result of the 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

CardioVentures Merger was accounted for as a reverse-merger, and recapitalization in accordance with generally accepted accounting principles

For financial reporting purposes, SS Innovations International Inc.

was the acquirer and AVRA was the acquired

Consequently, the assets and liabilities and operations reflected in the historical financial statements prior to the CardioVentures

Merger are consolidated assets and liabilities of AVRA and SS Innovations International Inc.

and have been recorded at historical cost

The financial statements after completion of the CardioVentures Merger include the assets and liabilities of AVRA and SS Innovations

International Inc.

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 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

These balances are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 .

31, 2022 and 2021, $ 0 and $ 147,460 , respectively, were in excess of the FDIC insured limit.

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

and Cash Equivalents

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.

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

arrangements and in such cases, the amounts due and recoverable beyond the 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 December 31, 2023, and December 31, 2022 amounted to $ NIL and $ NIL respectively.

Currency Translation

Company’s reporting currency is U.S.

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.

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.

relevant translation rates are as follows:

for the Year ended December 30, 2023, closing rate at 83.19 USD/INR, average rate at 82.96

Company’s inventory consists of finished goods in the form of fully assembled and tested surgical robotic systems, 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 December 31, 2023, the Company

valued the inventory at $ 6,327,256 .

Concentration

of Credit Risk

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 $ 6,100 per account and in the Bahamas,

where deposits are insured by the Deposit Insurance Corporation Bahamas up to B$ 50,000 (equivalent to $ 50,000 ) per account.

As of December

31,2023, the Company had $ 1,683,141 of deposits in excess of overall insurance coverage limits.

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.

of the transaction price to the performance obligations in the contract;

● Recognition

of revenue when or as the performance obligations are satisfied as per the terms of the purchase order received from the customer.

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

Company recognizes revenue at the time when the equipment is dispatched to the customer.

also sell instruments for use by surgeons in conjunction with the use of our surgical robotic systems.

These instruments are consumable

items for our hospital customers, and we recognize the revenues from the sale of instruments as and when the instruments are dispatched

to the customer.

and Annual Maintenance Contract Sales:

application of ASC 606, a portion of the equipment sales value which is attributable towards the component of annual maintenance contracts

is shown separately as Warranty sales.

Once the warranty periods are over, the actual maintenance contracts kick in and actual income

from maintenance contracts is recognized.

Deferred Revenue:

attributable to warranty sales are recognized over the period to which such sales relate.

During the year ended December 31, 2023, we

sold twelve surgical robotic systems and the revenues attributable to warranty sales is deferred for recognition over the period to which

Due to application of ASC606, as of December 31, 2023, a total of $ 1,668,146 of System Sales revenue stands transferred to

unrealized deferred revenue and due to this adjustment, revenues for the year ended December 31,2023 is reflected less and the net loss

for the year ended December 31, 2023, is reflected more to the extent of this unrealized deferred revenue.

Plant & Equipment

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:

Office furniture and fixtures

Plant and equipment

Motor vehicles

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;

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.

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.

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

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.

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

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).

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.

Compensation Expense

Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance

with 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.

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.

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.

and Diluted Loss per Share

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.

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.

and Development Costs

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.

Value of Financial Instruments

financial instruments consist principally of accounts receivable, amounts due to related parties and promissory notes payable.

amounts of cash and cash equivalents and promissory notes approximate fair value because of the short-term nature of these items.

Accounting Pronouncements

Compensation-

Stock Compensation

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

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.

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.

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.

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

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

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

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

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

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.

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 .

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

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

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

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 %.

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.

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.

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

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

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.

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

3 - PROPERTY AND EQUIPMENT

Company’s property and equipment relating to continuing operations consisted of the following:

Land & Building

Machinery and equipment

Furniture and Fittings

Computer and office equipment

Motor Vehicle

R & D Equipments

Server & Networking

Leasehold improvements

Property and equipment at cost

Less - accumulated depreciation

Property and equipment, net

expenses for the Year ended December 31, 2023, and 2022 amounted to $ 162,623 and $ 128,901 respectively.

4 – ACCOUNTS RECEIVABLE

receivable consisted of the Year ended December 31, 2023, and December 31, 2022:

Accounts receivable, net of allowances

Long Term Receivable

Accounts receivable, net

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 $ 2,640,341 may not be due and collectible in the next one year and thus the Company classified these receivables as

long-term Receivable.

5 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

payable and accrued expenses consisted of the Year ended December 31, 2023 and December 31, 2022:

Accounts Payable

Other accrued liabilities

Total accounts payable and accrued expenses

payable at $ 900,903 as of December 31, 2023, reflect the amounts due to various vendors of supplies and services in the normal course

of business operations.

Other accrued liabilities as of December 31, 2023, mainly include $ 1,668,146 on account of unrealized deferred

revenue as a result of application of ASC606.

6 - NOTES PAYABLE

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

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 $ 20 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 $ 0.74 per share.

During the year ended

December 31, 2023 $ 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 and as of December 31, 2023, there were no further advances convertible under

the Line of Credit Note.

7 – BANK OVERDRAFT

Overdraft consisted of the Year ended December 31, 2023, and December 31, 2022.

HDFC Bank Limited OD AC 50200060619790

$ ( 4,756,389 )

$ ( 2,762,962 )

HDFC Bank Ltd 50200072074161

$ ( 1,262,537 )

$ ( 360,084 )

Loan payable, current

$ ( 6,018,926 )

$ ( 3,123,046 )

HDFC Bank Overdraft (“ OD ”) against fixed deposits (“ FD(s) ”) of $ 4,756,389 is secured by fixed deposits

of $ 4,960,362 provided by the Company.

During the Year ended December 31, 2023, the Company replaced the fixed deposits earlier provided

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.

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.

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.

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 ”).

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

The Series A Preferred Shares are not convertible into common stock, do not have any dividend rights and have a nominal liquidation

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.

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 SSII’s post-merger

issued and outstanding common stock on a fully diluted basis or an aggregate of 10,149,232 SSII Shares.

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.

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.

9 – STOCKHOLDERS’ EQUITY

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 .

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.

the Year ended December 31, 2023, $ 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.

the Year ended December 31, 2023, the Company converted warrants and issued 90,514 shares of our common stock to two accredited investors

at $ 4.00 per share receiving $ 362,056 in total proceeds.

the Year ended December 31, 2023, Farhan Taghizadeh exercised options and received 50,000 shares of common stock at a price of $ 1.00

the year ended on December 31, 2023, the Company issued 3,000 shares of common stock to Henry Gewanter in exchange for advisory services

to be rendered over a 12-month period.

The total fair value of such services is $ 24,450 .

The value of services is calculated at fair

market value of shares as on date of contract.

the Year ended on December 31, 2023, the Company issued 50,000 shares of common stock to PCG Advisory, for investor and digital marketing

The total value of such services is $ 100,000 .

the Year ended on December 31, 2023, the Company issued 75,000 shares of common stock to a firm that conducted online investment seminars

in which the Company participated.

Total value of services is $ 500,000 .

the year ended on December 31, 2023, the Company issued 116,348 shares of common stock to Somashekhar S P in exchange for advisory services

to be rendered over a five-year period.

Total fair value of such services is $ 1,045,968 .

The value of services is calculated at fair

market value of shares as on date of contract.

the year ended on December 31, 2023, the Company issued 477,084 shares of common stock to Dr.

Sudhir Kumar Rawal (RSS & Co Ltd) in

exchange for his advisory services to be rendered over a five-year period.

The total fair value of such services is $ 4,288,985 .

of services is calculated at fair market value of shares as on date of contract.

the year ended on December 31, 2023, the Company issued 13,816 shares of common stock to Dr.

Van Praet Frank in terms of his contract

for advisory services to be rendered over a five-year period.

The total fair value of services is $ 124,207 .

The value of services is

calculated at fair market value of shares as on date of contract.

the year ended on December 31, 2023, the Company issued 1,860 shares of common stock to Dr.

Amitabh Singh in terms of his contract for

advisory services to be rendered over a five-year period.

The total fair value of services is $ 16,721 .

The value of services is calculated

at fair market value of shares as on date of contract.

the year ended on December 31, 2023, the Company issued 1,480 shares of common stock to Dr.

Ashish Khanna under the terms of his contract

for advisory services to be rendered over a five-year period.

The total fair value of services is $ 13,305 .

The value of services is calculated

at fair market value of shares as on date of contract.

the year ended on December 31, 2023, the Company issued 5,835 shares of common stock to Dr.

Vivek Bindal under the terms of his contract

for advisory services to be rendered over a five-year period.

The total fair value of services is $ 52,456 .

The value of services is calculated

at fair market value of shares as on date of contract.

November 27, 2023, the Company issued 169,118 shares of common stock to Chief Financial Officer, Anup Kumar Sethi, which is 20 % of a

total grant of 845,592 shares awarded to him pursuant to the Company’s 2016 Incentive Stock Plan.

The balance of 80 % vests in four

equal annual instalments subject to his remaining employed by the Company or its subsidiaries.

November 27, 2023, the Company issued 549,437 shares of common stock to ninety employees of the Company’s subsidiaries, which is

20 % of a total grant of 2,747,187 shares awarded to such employees pursuant to the Company’s 2016 Incentive Stock Plan.

of 80 % vests in four equal annual instalments subject to such employees remaining employed by the Company or its subsidiaries.

of common stock are entitled to one vote for each share of common stock held.

10 – COMMITMENTS

Company, through Otto Pvt.

Ltd., a wholly owned subsidiary, is party to employment agreements with each of Dr.

Sudhir Srivastava, Anup

Kumar Sethi and Dr.

Vishwajyoti P.

Sudhir Srivastava’s employment agreement is for a five-year period expiring

in September 2026 and provides for an annual base salary of $ 600,000 .

Sethi’s employment agreement is for a five-year ( 5 -year)

period expiring in January 2028 and provides for an annual base salary of $ 175,000 .

Vishwajyoti P.

Srivastava’s employment

agreement is for a five-year period expiring in September 2026 and provides for an annual base salary of $ 200,000 .

Each of the employment

agreements contain customary confidentiality, assignment of proprietary rights, non-competition and non-solicitation provisions.

December 2022, the Company was party to an employment agreement with Barry F.

Cohen, its then Chairman and Chief Executive Officer, which

had a term expiring on 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 contained confidentiality

and non-competition provisions.

In December 2022, in contemplation of completion of the CardioVentures Merger, 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.

completion of the CardioVentures Merger on April 14, 2023, the Company entered into a new employment agreement for a three-year ( 3 -year)

period expiring in April 2026 , which provides for an annual base salary of $ 180,000 .

The employment agreement also provides for reimbursement

of other reasonable business expenses incurred by Mr.

Cohen in the performance of his duties and contains customary confidentiality,

assignment of proprietary rights, non-competition and non- solicitation provisions.

of the employment agreements contain customary confidentiality, assignment of proprietary rights, non-competition, and non-solicitation

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.

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.

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.

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 $ 16,528 plus applicable taxes.

This lease expires in March 2030 .

June 1, 2023, the SSI-India subsidiary signed another lease agreement to occupy 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 $ 12,033 plus taxes and expires on May 31, 2032, subject to further renewal on mutually acceptable terms.

11 – RELATED PARTY TRANSACTIONS

of December 31, 2023, and December 31, 2022, there was $ 1,466,462 and $ 1,570,833 in amounts due from related parties, respectively.

advances are unsecured, non-interest bearing and due on demand.

Loans payable by related parties balance is across the Company and its subsidiaries in the normal course of business.

All such loans

are non-interest bearing and are repayable on demand.

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

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 $ 20 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 $ 0.74 per share.

During the year ended

December 31, 2023 $ 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 and as of December 31, 2023, there were no further advances convertible under

the Line of Credit Note.

12 – SUBSEQUENT EVENTS

of Registration Statement (Form S-1) with the Securities Exchange Commission:

February 14, 2024, we filed a preliminary prospectus/registration statement (Form S-1) with the Securities Exchange Commission.

February 13, 2024, the Company granted 3,350,221 stock options to Dr Sudhir Prem Srivastava to purchase common stock of the Company under

Company’s Incentive Stock Plan.

These options vested as of the grant date and can be exercised at a price of $ 5.00 per Share subject

to adjustment pursuant to the terms of the Plan.

The options to the extent vested and not exercised expire five years from the date of

grant or earlier as provided for in the Incentive Stock Plan.

the month of February 2024, through February 14, 2024, the Company raised $ 2.45 million through 7 % One-Year Convertible Promissory Notes

(“Notes”) from two affiliates ($ 1,000,000 each) and $ 450,000 from other investors to finance its ongoing working capital

requirements.

These Notes are payable in full after 12 months from the respective date of issuance of these Notes and are convertible

at the election of noteholder at any time through the maturity date at a per share price of $ 4.45 .

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

What changed 10-K

Item 9A. Controls and Procedures