SS Innovations International, Inc. 10-K

Item 9A. Controls and Procedures . (a) Disclosure Controls and Procedures Management’s Report on Disclosure Controls and Procedures Our Chief Executive Officer 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 ”), as of December 31, 2023, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer 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. Further, the design of any control system is subject to 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 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 Reporting There were no changes in our internal controls over financial reporting that occurred during the last fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. None . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. None. 27 PART III Item 10. Directors, Executive Officers and Corporate Governance. Our directors and executive officers and their respective ages and titles are as follows: Name Age Position(s) and Office(s) Held Sudhir Srivastava, MD 75 Chairman, Chief Executive Officer and Director Anup Sethi 58 Chief Financial Officer Vishwajyoti P. Srivastava, M.D 46 President, Chief Operating Officer – South Asia and Director Barry F. Cohen 83 Chief Operating Officer – Americas and Director Dr. Mylswamy Annadurai 65 Director Dr. S.P. Somashekhar 50 Director 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 Merger. Dr. Srivastava founded Sudhir Srivastava Innovations Pvt. Ltd. (“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. Dr. 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 Surgery. Dr. 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. In 2007, Dr. Srivastava joined the University of Chicago faculty and served as the Director of Robotic Cardiac Surgery to launch their program. In 2009, Dr. Srivastava moved to Atlanta, Georgia, and founded the International College of Robotic Surgery and launched the Robotic Revascularization Program at St. 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. Dr. 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. Dr. Srivastava is globally recognized as a pioneer and leader in robotic cardiac surgery and has received numerous awards worldwide for advancing the field. 28 Anup Kumar Sethi joined the Company on April 14, 2023, as its Chief Financial Officer, upon completion of the Cardio Ventures Merger. Mr. 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 teams. Mr. 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. Srivastava , 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. Dr. 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. In 2015, Dr. Srivastava served as the COO of a Miami based health and wellness startup, Reshape Inc., that developed an online platform for healthy living initiatives. Dr. 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. Dr. 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. Dr. Srivastava graduated from Saint James School of Medicine in Anguilla, receiving his M.D. degree in August 2020. Dr. 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. Dr. 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. Barry F. Cohen 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 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. Mr. Cohen also served as Chairman of the Executive Board of Wolverine Technologies, Inc., a NYSE listed company from 1979 to 1983 and President of Barry F. Cohen & Co., an NASD member from 1983 to 1999. Mr. Cohen has over fifty years’ experience in managing private and public industrial companies, and forty-seven years’ experience as a securities executive. Dr. Mylswamy Annadurai joined the Company as a director on July 30, 2023. Dr. 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. Dr. 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. Ltd. Since February 2023, he is also serving as a Trustee Member of the India Trustee Board of the America-India Foundation. Dr. Annadurai has received numerous awards from the Indian government, ISRO, international space organizations, academic institutions and professional bodies and societies. Dr. Annadurai holds B.E. (ECE), M.E. (Applied Electronics) and Ph.D. degrees from Anna University. 29 Dr. S.P. Somashekhar joined the Company as a director on July 30, 2023. Dr. 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. Dr. 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. He holds an M.B.B.S. 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 (Edinburgh). Terms of Office Our directors are appointed for a one-year term 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. Family Relationships Dr. Sudhir Srivastava and Dr. Vishwajyoti P. Srivastava 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 diversity. 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 committee. 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; (c) the independent auditors’ qualifications and independence; 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; 30 ● 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; and ● 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; and ● review periodically reports from management regarding funding the Company’s pension, retirement, long-term disability and other management welfare and benefit plans. 31 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; and ● 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 and/or persons performing similar functions. Board of Directors Role in Risk Oversight Members of the board of directors have periodic meetings with management and the Company’s independent auditors to perform risk oversight with respect to the Company’s internal control processes. The Company believes that the board’s role in risk oversight does not materially affect the leadership structure of the Company . 32 Item 11. Executive Compensation. Summary Compensation Table The table below summarizes all compensation awarded to, earned by, or paid to our Chief Executive Officer and our other executive officers for the years ended December 31, 2023. Name and Principal Position Year Salary ($) Bonus ($) Stock Awards (#) Option Awards (#) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Sudhir Srivastava, M.D. Chairman and 2023 600,000 0 0 2,536,776 (2) 2,425,710 (2) 0 0 205,992 3,231,702 Chief Executive Officer (1) Anup Kumar Sethi 2023 167,197 0 845,592 (4) 0 0 0 0 578 167,775 Chief Financial Officer (3) Vishwajyoti P. Srivastava, M.D. 2023 200,000 0 0 845,592 (2) 808,570 (2) 0 0 9,623 1,018,193 President and Chief Operating Officer – South Asia (5) Barry F. Cohen 2023 128,000 0 0 845,592 (2) 808,570 (2) 0 0 936,570 Chief Operating 2022 292,700 0 206,00 (7) 540,000 (8) 358,429 (8) 0 0 0 651,129 Officer-Americas (6) 2021 0 0 0 0 0 0 0 0 0 (1) Sudhir Srivastava became our Chairman and Chief Executive Officer on April 14, 2023, upon completion of the CardioVentures Merger. (2) 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. (3) Mr. Sethi became our Chief Financial Officer on April 14, 2023, upon completion of the CardioVentures Merger. (4) 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. (5) Dr. Vishwajyoti Srivastava became our President and Chief Operating Officer – South Asia on April 14, 2023, upon completion of the CardioVentures Merger. (6) Barry F. 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. (7) Represents a grant of restricted shares of our common stock awarded under our Incentive Plan, which vested in full on the date of grant. (8) Represents option to purchase common stock granted under our Incentive Plan, which option vested in full on the date of grant. 33 Employment Agreements The Company, 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. Srivastava. Dr. 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. Mr. 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. Dr. 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. The Company 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 by Mr. 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 Table The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each of our executive officers outstanding as of December 31, 2023. Number of Securities Underlying Unexercised Options Exercisable Number of Securities Underlying Unexercised Options Unexercisable Option Exercise Price Option Expiration Date Number of shares that have not vested Market value of shares of stock that have not vested** Sudhir Srivastava, M.D. 507,355 2,029,421 $ 5.00 Nov 27, 2028 Anup Kumar Sethi 676,474 5,249,435 Vishwajyoti P. Srivastava 169,118 676,474 $ 5.00 Nov 27, 2028 Barry F. Cohen 169,118 676,474 $ 5.00 Nov 27, 2028 75,000 75,000 $ 10.00 Dec 1, 2024 * The volume weighted average exercise price per share for all options awarded is $ 5.14. ** Based on market price of $7.76 per share on the grant date The above are options to purchase common stock granted under our Incentive Plan. The options vest in five equal annual instalments commencing upon the date of grant and expire five years from the date of grant. 34 Compensation of Directors Table The table below summarizes all compensation paid to our directors for the year ended December 31, 2023, our last completed fiscal year. DIRECTOR COMPENSATION Name Fees Earned or paid in Cash ($) Stock Awards ($) Option Awards (2) ($) Non-Equity Incentive Plan Compensation ($) Non-Qualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Sudhir Srivastava, M.D. 600,000 2,425,710 0 0 205,992 3,231,702 Vishwajyoti P. Srivastava, M.D. 200,000 808,570 0 0 9,623 1,018,193 Barry F. Cohen 128,000 808,570 0 0 0 936,570 Dr. Mylswamy Annadurai 0 0 0 0 0 0 Dr. S.P. Somashekhar 0 1,045,969 (1) 0 0 0 0 (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. (2) 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 Table 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 “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 foregoing. The 2016 Plan is administered by the compensation committee, or alternatively, if there is no compensation committee, the board of directors. 3,000,000 shares of our common stock were originally reserved for issuance pursuant to the exercise of awards under the 2016 Plan. In August 2019, our board of directors and our majority shareholders approved an increase in the number of shares reserved under the 2016 Plan to 10,000,000 shares of our common stock. Our board of directors and majority shareholders in July 2022, approved a subsequent increase in the number of shares of our common stock reserved under the 2016 Plan to 20,000,000 shares of common stock. Our 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. 35 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth, as of the date of this 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 person Names and addresses of beneficial owners Number of shares of common stock Percentage of class (%) Directors and executive officers Sudhir Srivastava, M.D. (1) 121,449,289 71.1 Anup Sethi (4) 189,118 * Vishwajyoti P. Srivastava, M.D. (2) 169,118 * Barry F. Cohen (3) 8,746,072 5.12 Dr. Mylswamy Annadurai 0 - Dr. S.P. Somashekhar (5) 232,696 * All directors and executive officers as a group (six persons) (6) 130,786,293 76.6 5% or greater shareholders Dr. Frederic H. Moll 10,274,293 6.02 4000 E. Denny Blaine Place 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%. (1) Includes (a) 117,559,713 shares held of record by Sushruta Pvt. Ltd. (“ 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. (2) Represents 169,118 shares issuable upon the exercise of vested stock options granted under the Incentive Plan. 36 (3) Includes 244,188 shares issuable upon the exercise of vested stock options granted under the Incentive Plan. (4) Includes 169,118 vested stock awards granted under the Incentive Plan. (5) Includes a grant of 116,348 fully vested restricted shares of our common stock awarded under our Incentive Plan. (6) Includes the items in footnotes (1) – (5) above. The persons named above have full voting and investment power with respect to the shares indicated. Under the rules of the SEC, a person (or group of persons) is deemed to be a “beneficial owner” of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. Securities Authorized for Issuance under Equity Compensation Plans Plan category Number of securities to be issued upon exercise of outstanding options, grants warrants and rights Weighted- average exercise price of outstanding options, grants warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holders 12,181,226 shares (1) $ 3.692 4,891,213 shares (1) Equity compensation plans not approved by security holders 0 shares -- 0 shares Total 12,181,226 (1) $ 0 4,891,213 (1) (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. 37 Item 13. Certain Relationships and Related Transactions, and Director Independence. Related Party Transactions 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 . December 31, December 31, 2023 2022 Loan payable 1,466,462 1,570,833 Loan payable $ 1,466,462 $ 1,570,833 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 Date. 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. At the 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. The 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). Dr. 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. 38 Item 14. Principal Accounting Fees and Services. BF Borgers CPA PC. (“ Borgers ”) is our current independent registered public accounting firm and for the years ended December 31, 2023 and December 31, 2022. Audit Fees 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 There were no audit-related fees billed by Borgers for the years ended December 31, 2023 and December 31, 2022. Tax Fees There were no tax fees billed by Borgers for the years ended December 31, 2023 and December 31, 2022. Pre-Approval Policy We do not currently have a standing audit committee. Provision of the above services was approved by our board of directors. 39 PART IV Item 15. Exhibits, Financial Statement Schedules. (a) The following documents are filed as part of this Report: (1) Financial Statements . The following financial statements and the report of our independent registered public accounting firm are filed as “ Item 8. Financial Statements and Supplementary Data ” of this Annual Report: Page Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets sat December 31, 2023 and December 31, 2022 F-3 Consolidated Statements of Operations for the years ended December 31, 2023 and December 31, 2022 F-4 Consolidated Statements of Cash Flows for the years ended December 31, 2023 and December 31, 2022 F-5 Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2023 and December 31, 2022 F-6 Notes to Consolidated Financial Statements F-7 (2) Financial Statement Schedules. Financial Statement Schedules are omitted because the information required is not applicable or the required information is shown in the financial statements or notes thereto. 40 (3) Exhibits. Exhibit Number Description 3.1(i) Amended and Restated Articles of Incorporation (1) 3.1(ii) Articles of Amendment to Amended and Restated Articles of Incorporation (2) 3.2 By-Laws (1) 10.1 2016 Incentive Stock Plan (1)+ 10.2 Employment Agreement with Dr, Sudhir Srivastava (2) 10.3 Employment Agreement with Dr. Vishwajyoti P. Srivastava (2)+ 10.6 Employment Agreement with Anup Sethi (2)+ 10.7 Employment Agreement with Barry F. Cohen (3)+ 10.8 Promissory Note made in favor of Sushruta Pvt. Ltd. (3) 10.9 Form of Director Appointment Agreement (1)+ 10.10 Form of Indemnification Agreement (1)+ 14.1 Code of Ethical Conduct (1) 21.1 List of Subsidiaries (4) 31.1 Section 302 Certification by Chief Executive Officer (4) 31.2 Section 302 Certification by Chief Financial Officer (4) 32.1 Section 906 Certification by Chief Executive Officer (4) 32.2 Section 906 Certification by Chief Financial Officer (4) 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). (1) Filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-216054) and incorporated herein by reference. (2) Filed as an exhibit to the Company’s Current Report on Form 8-K filed on April 19, 2023 and incorporated herein by reference. (3) 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. (4) Filed herewith + Indicates management contract or compensatory plan or arrangement. Item 16. Form 10-K Summary. None. 41 SIGNATURES 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. Dated: March 22, 2024 By: /s/ Sudhir Srivastava Sudhir Srivastava, M.D., Chairman, Chief Executive Officer and Director (Principal Executive Officer) Dated: March 22, 2024 By: /s/ Anup Sethi 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: Dated: March 22, 2024 By: /s/ Sudhir Srivastava Sudhir Srivastava, M.D., Chairman, Chief Executive Officer and Director (Principal Executive Officer) Dated: March 22, 2024 By: /s/ Anup Sethi Anup Sethi, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Dated: March 22, 2024 By: /s/ Vishwajyoti P. Srivastava Vishwajyoti P. Srivastava, M.D., President, Chief Operating Officer – South Asia and Director Dated: March 22, 2024 By: /s/ Barry F. Cohen Barry F. Cohen, Chief Operating Officer – Americas and Director Dated: March 22, 2024 By: /s/ Mylswamy Annadurai Dr. Mylswamy Annadurai, Director Dated: March 22, 2024 By: /s/ S.P. Somashekhar Dr. S.P. Somashekhar, Director 42 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets at December 31, 2023 and December 31, 2022 F-3 Consolidated Statements of Operations for the years ended December 31, 2023 and December 31, 2022 F-4 Consolidated Statements of Cash Flows for the years ended December 31, 2023 and December 31, 2022 F-5 Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2023 and December 31, 2022 F-6 Notes to Consolidated Financial Statements F-7 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of SS Innovations International, Inc.: Opinion on the Financial Statements We 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). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 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. Going Concern Matter 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 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. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our 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 provide a reasonable basis for our opinion. Critical Audit Matter Critical 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. We determined that there are no critical audit matters. /S/ BF Borgers CPA PC BF Borgers CPA PC (PCAOB ID 5041 ) We have served as the Company’s auditor since 2022 Lakewood, CO March 22, 2024 F- 2 SS INNOVATIONS INTERNATIONAL INC. CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2023 2022 ASSETS Current Assets: Cash and cash equivalents $ 2,022,276 $ 1,504,049 Restricted cash 5,010,725 $ 63,492 Accounts receivable, net of allowances 1,647,274 592,313 Notes Receivables - Acquisition - 3,000,000 Inventory 6,327,256 855,777 Prepaids and other current assets 3,375,168 700,920 Total Current Assets 18,382,700 6,716,551 Non-Current Assets: Property, plant, and equipment, net 790,164 388,820 Right of use asset 2,199,418 - Long Term Receivable 2,640,341 - Loans & Advances (Related Party) 1,466,462 1,570,833 Total Non-Current Assets 7,096,386 1,959,653 Total Assets $ 25,479,086 $ 8,676,204 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current Liabilities Bank Overdraft Facility $ 6,018,926 $ 3,123,046 Notes payable - related party $ - $ 7,000,000 Current maturities of long-term debt, bank - 120,880 Right of use liability, current portion $ 288,988 Accounts payable 900,903 618,852 Deferred tax liability 20,482 20,597 Other accrued liabilities 2,041,372 253,377 Total Current Liabilities 9,270,670 11,136,752 Right of use liability, non current portion $ 1,910,432 - 1,910,432 - Total Liabilities 11,181,102 11,136,752 Commitments 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 17,071 5,389 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 1 Translation adjustment ( 329,100 ) 15,521 Additional Paid in Capital 49,039,341 11,005,895 Accumulated other comprehensive income (loss) 899,917 899,917 Accumulated deficit ( 35,329,246 ) ( 14,387,269 ) Total stockholders’ (deficit) equity 14,297,984 ( 2,460,547 ) Total liabilities and stockholders’ (deficit) equity $ 25,479,086 $ 8,676,204 The accompanying notes are an integral part of these financial statements. F- 3 SS INNOVATIONS INTERNATIONAL INC. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2023 2022 REVENUES System Sales $ 5,692,721 1,438,969 Warranty Sales 186,989 19,346 Cost of revenue ( 5,166,263 ) ( 968,721 ) GROSS (LOSS) PROFIT 713,447 489,594 OPERATING EXPENSES: Research & Development 576,168 83,282 Stock Compensation Expense 13,425,319 1,135,468 Salaries & Payroll Expenses 2,215,620 1,698,283 Selling, general and administrative 5,164,713 3,251,794 TOTAL OPERATING EXPESNES 21,381,820 6,168,827 Loss from operations ( 20,668,373 ) ( 5,679,233 ) OTHER INCOME (EXPENSE): Interest Expenses ( 523,356 ) ( 161,999 ) Origination Fees 120,000 Interest and other income, net 129,758 239,728 TOTAL OTHER (EXPENSE) INCOME ( 273,599 ) 77,729 NET LOSS ( 20,941,972 ) ( 5,601,504 ) Net loss attributable to SS Innovations International Inc. $ ( 20,941,972 ) $ ( 5,601,504 ) Net loss per share - basic and diluted ( 0.16 ) ( 0.14 ) Weighted average 128,445,575 40,878,824 2023 2022 NET LOSS ( 20,941,972 ) ( 5,601,504 ) OTHER COMPREHENSIVE INCOME (LOSS) Foreign currency translation ( 344,621 ) 15,521 COMPREHENSIVE LOSS ( 21,286,593 ) ( 5,585,983 ) The accompanying notes are an integral part of these financial statements. F- 4 SS INNOVATIONS INTERNATIONAL INC. STATEMENTS OF CASH FLOW FOR THE YEAR ENDED DECEMBER 31, 2023 2022 Cash flows from operating activities: Net loss $ ( 20,941,972 ) $ ( 5,601,504 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 162,624 128,901 Interest 138,541 - Non cash expense 600,000 - Stock compensation expense 13,430,704 865,468 Prepaid expenses and other assets ( 9,200,688 ) ( 1,054,302 ) Accounts payable and accrued expenses 2,238,034 106,093 Net cash used in operating activities ( 13,572,758 ) ( 5,555,345 ) Cash flows from investing activities: Notes Receivables - Acquisition 3,000,000 ( 3,000,000 ) Long Term Receivable ( 2,640,341 ) - Loans & Advances (Related Party) 104,371 - Purchase of property and equipment ( 2,763,385 ) ( 220,324 ) Sale of Fixed Assets - 484,510 Net cash used in investing activities ( 2,299,356 ) ( 2,735,814 ) Cash flows from financing activities: Repayment of Promissory note - ( 145,000 ) Proceeds from 7% convertible Promissory note - 4,000,000 Proceeds of Bank Overdraft Facility ( 2,051,353 ) 2,583,798 Proceeds from securities offering 808,244 1,500,431 Treasury stock - 26,000 Repayment of warrants ( 12,360 ) - Proceeds from Notes Converted 22,980,000 - Proceeds from Options Excercised 100,000 - Repayments of Notes payable ( 7,000,000 ) - Proceeds from Notes payable - 3,000,000 Repayments of Loan (Related Party) - ( 1,670,834 ) Right of use liability,non current portion 1,910,432 Net cash provided by financing activities 16,734,963 9,294,395 Net change in cash 862,849 1,003,236 Effect of exchange rate on cash ( 344,621 ) 69,189 Cash at beginning of year 1,504,049 431,624 Cash at end of year $ 2,022,277 $ 1,504,049 Supplemental disclosure of cash flow information: Cash paid for income taxes - - Cash paid for interest - - The accompanying notes are an integral part of these financial statements. F- 5 SS INNOVATIONS INTERNATIONAL INC. CONDENSED STATEMENT OF STOCKHOLDERS’ (DEFICIT) FOR THE YEAR ENDED December 31,2023 (Audited) Preferred Stock Common Stock Common Stock Common Stock to be Issued Additional Paid-In Additional Paid-In Accumulated Capital Accumulated other comprehensive Total Stockholders’ Number Amount Number Amount Number Amount Number Amount Capital Capital Deficit Reserve income (loss) Equity BALANCE AT DECEMBER 31, 2021 37,849,405 $ 3,785 4,265,295 $ 458,519 $ 8,183,082 $ ( 8,811,765 ) $ ( 166,380 ) Stock based compensation expense $ 679,610 $ 679,610 Stock issued for services 240,270 $ 24 $ ( 718,212 ) $ ( 125,599 ) $ 72,057 $ ( 53,518 ) Security offerings $ 26,000 26,000 Common stock issued 15,798,063 $ 1,580 $ ( 3,547,082 ) $ ( 332,919 ) $ 2,071,146 1,739,807 Capital Reserve $ 899,917 899,917 Accumulated other comprehensive. income (loss) $ 15,521 15,521 Net loss $ ( 5,601,504 ) $ ( 5,601,504 ) BALANCE AT DECEMBER 31, 2022 - 53,887,738 $ 5,389 - $ - - - $ 11,005,895 $ - $ ( 14,387,269 ) $ 899,917 $ 15,521 $ ( 2,460,547 ) Recapitalization $ - $ - $ ( 53,887,738 ) $ ( 5,389 ) 5,388,774 $ 539 $ ( 11,005,895 ) $ 11,011,786 1,041 Conversion of Notes Payable to equity 30,655,817 $ 3,066 $ 23,115,475 23,118,541 Stock issued for services $ 1,597,693 1,597,693 Security offerings $ 432,672 432,672 Recapitalization 131,917,051 $ 13,191 $ ( 13,191 ) - Common Stock Issued 5,000 $ 0 1,155,560 $ 115 115 Stock issued for services 744,423 $ 74 $ 690,927 $ 6,166,021 6,857,024 Common (warrants exercised) 90,514 $ 9 12,500 $ 50,000 $ 362,047 412,056 Common (options exercised) 50,000 $ 5 $ 49,995 50,000 Stock Grants 718,555 $ 72 $ 5,575,915 5,575,987 Share Cancellation - Sivani ( 10,000 ) $ ( 1 ) $ 1 - Stock Compensation - Accumulated other comprehensive. income (loss) $ ( 344,621 ) ( 344,621 ) Net loss $ ( 20,941,972 ) $ ( 20,941,972 ) BALANCE AT DECEMBER 31, 2023 5,000 $ 0 - $ - 170,710,694 17,070 12,500 $ 740,927 $ - $ 48,298,413 $ ( 35,329,241 ) $ 899,917 $ ( 329,100 ) 14,297,984 The accompanying notes are an integral part of these financial statements. F- 6 SS INNOVATIONS INTERNATIONAL, INC. NOTES TO FINANCIAL STATEMENTS NOTE 1 – FINANCIAL STATEMENTS Organization SS Innovations International, Inc. (the “ Company ” or “ SSII ”) was incorporated as AVRA Surgical Microsystems, Inc. in the State of Florida on February 4, 2015. Effective November 5, 2015, the Company’s corporate name was changed to Avra Medical Robotics, Inc. On 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 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, 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. 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 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. Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis which implies the Company will continue to meet its obligations for the next 12 months as of the date these financial statements are issued. The Company has a working capital surplus of $ 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. The Company launched the commercial sale of its “SSi Mantra” surgical robotic system in India in the last quarter of 2022, which has been well received by hospitals and healthcare institutions there and in the 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 groups. 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. F- 7 The 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. This conversion of funds advanced under the Line of Credit Note and subsequently converted into equity has resulted in a significant improvement in the Company’s stockholders’ equity and working capital position. As of 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. The management of the Company is making efforts to raise further funding to scale up operations and meet its longer-term capital needs. While management of the Company believes that it will be successful in its capital formation and planned expansion of its operating activities, there can be no assurance that the Company will be able to raise additional equity capital or be successful in generating additional revenues and ultimately achieving profitability. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. MERGER ACCOUNTING On 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 split. The CardioVentures Merger was accounted for as a reverse-merger, and recapitalization in accordance with generally accepted accounting principles (“GAAP”). For financial reporting purposes, SS Innovations International Inc. was the acquirer and AVRA was the acquired company. 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 basis. The financial statements after completion of the CardioVentures Merger include the assets and liabilities of AVRA and SS Innovations International Inc. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses. The Company regularly evaluates estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates made by management. F- 8 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. Accounts Receivable The Company’s account receivables are due from customers relating to contracts to supply surgical robotic systems, instruments, and accessories and to provide post sales warranty/maintenance services. The Company also sells surgical robotic systems under deferred payment 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. Foreign Currency Translation The Company’s reporting currency is U.S. Dollars. The accounts of one of the Company’s subsidiaries is maintained using the appropriate local currency, Indian Rupees (“INR”) as the functional currency. All assets and liabilities are translated into U.S. Dollars at balance sheet date, shareholders’ equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) gain. Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the statements of operations as foreign currency exchange variance. The relevant translation rates are as follows: for the Year ended December 30, 2023, closing rate at 83.19 USD/INR, average rate at 82.96 USD/INR. Inventory The 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 Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains its principal cash balance in United States financial institutions, where deposits are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 . The Company also maintains cash balances maintained with banks in India, where balances are insured by Deposit Insurance and Credit Guarantee Corporation of India (DICGC) to the extent of approximately $ 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. F- 9 Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification, or ASC606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: ● Identification of a contract with a customer or placement of a purchase order by the customer. ● Identification of the performance obligations in the contract or the purchase order as the case may be. ● Determination of the transaction price which is reflected in the purchase order placed by the customer. ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when or as the performance obligations are satisfied as per the terms of the purchase order received from the customer. The Company accounts for revenues when both parties to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and collectability of consideration is probable. Product type and payment terms vary by client. System Sales: The Company recognizes revenue at the time when the equipment is dispatched to the customer. Instrument Sales: We 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. Warranty and Annual Maintenance Contract Sales: By 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. Unrealized Deferred Revenue: Revenues 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 it relates. 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. Property Plant & Equipment Property Plant & Equipment is recorded at cost and depreciated using the straight-line method at rates determined as per estimated useful lives of the assets. The estimated useful lives used in in calculating depreciation are as follows: Years Office furniture and fixtures 4 Plant and equipment 4 - 8 Motor vehicles 3 F- 10 Long-lived Assets In accordance with ASC 360, “ Property Plant and Equipment ”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset and current expectation that the asset will more than likely not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the discounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain circumstances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. Stock Compensation Expense The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC Topic 505, “Equity.” Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services as defined by ASC Topic 505. Income Taxes The Company accounts for income taxes pursuant to ASC Topic 740 “ Income Taxes. ” Under ASC Topic 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. A valuation allowance is recorded when it is more likely than not that some or all of the deferred tax assets will not be realized. The Company applies the provisions of ASC Topic 740-10-05 “ Accounting for Uncertainty in Income Taxes .” The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Basic and Diluted Loss per Share In accordance with ASC Topic 260 “ Earnings Per Share, ” basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per common share gives effect to dilutive convertible securities, options, warrants and other potential common stock outstanding during the period, only in periods in which such effect is dilutive. The Company only has stock options and convertible promissory notes that may be converted to outstanding potential common shares. Research and Development Costs In accordance with ASC Topic 730 “Research and Development”, with the exception of intellectual property that is purchased from another enterprise and have alternative future use, research and development expenses are charged to operations as incurred. F- 11 Fair Value of Financial Instruments Our financial instruments consist principally of accounts receivable, amounts due to related parties and promissory notes payable. The carrying amounts of cash and cash equivalents and promissory notes approximate fair value because of the short-term nature of these items. Recent Accounting Pronouncements Compensation- Stock Compensation In May 2017, the FASB issued ASU 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting,” that provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The new guidance became effective for the Company on January 1, 2018 and was applied on a prospective basis, as required. The adoption of this standard did not have an impact on the financial statements or the related disclosures. Leases In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). The FASB issued ASU 2016-02 to increase transparency and comparability among organizations recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Under ASU 2016-02, lessors will account for leases using an approach that is substantially equivalent to existing GAAP for sales-type leases, direct financing leases and operating leases. Unlike current guidance, however, a lease with collectability uncertainties may be classified as a sales-type lease. If collectability of lease payments, plus any amount necessary to satisfy a lessee residual value guarantee, is not probable, lease payments received will be recognized as a deposit liability and the underlying assets will not be derecognized until collectability of the remaining amounts becomes probable. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted, and must be adopted using a modified retrospective transition. The Company did not adopt the standard effective January 1, 2019, utilizing the lessor practical expedient. On November 15, 2019, the FASB issued ASU 2019-10 which amended the effective dates for ASC 842, to give implementation relief. Under the FASB’s new framework, two “buckets” were defined, bucket 1 includes public companies that are SEC filers but excludes “Small Reporting Companies” (SRC’s). Bucket 2 includes all other entities, including SRC’s. Bucket 2 entities have to apply ASC 842 for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. NOTE 3 - PROPERTY AND EQUIPMENT The Company’s property and equipment relating to continuing operations consisted of the following: December 31, December 31, 2023 2022 Land & Building Machinery and equipment $ 311,703 $ 49,331 Furniture and Fittings 177,417 89,044 Computer and office equipment 287,518 253,723 Motor Vehicle 184,694 202,742 R & D Equipments 39,950 120,480 Website 36,122 36,122 Server & Networking 21,999 8,761 Leasehold improvements 154,194 - Property and equipment at cost 1,213,596 760,204 Less - accumulated depreciation ( 423,432 ) ( 371,384 ) Property and equipment, net $ 790,164 $ 388,820 Depreciation expenses for the Year ended December 31, 2023, and 2022 amounted to $ 162,623 and $ 128,901 respectively. F- 12 NOTE 4 – ACCOUNTS RECEIVABLE Accounts receivable consisted of the Year ended December 31, 2023, and December 31, 2022: December 31, December 31, 2023 2022 Accounts receivable, net of allowances $ 1,647,274 $ 592,313 Long Term Receivable 2,640,341 - Accounts receivable, net $ 4,287,615 $ 592,313 The Company performed an analysis of the trade receivables related to SSI-India and determined, based on the deferred payment terms of the contracts, that a $ 2,640,341 may not be due and collectible in the next one year and thus the Company classified these receivables as long-term Receivable. NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of the Year ended December 31, 2023 and December 31, 2022: December 31, December 31, 2023 2022 Accounts Payable $ 900,903 $ 618,852 Other accrued liabilities 2,041,372 253,377 Total accounts payable and accrued expenses $ 2,942,275 $ 872,229 Accounts 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. NOTE 6 - NOTES PAYABLE On April 15, 2023, the Company executed a Convertible Promissory Note (the “ Line of Credit Note ”) with Sushruta Pvt Ltd. (“ SPL ”), the Bahamian holding company owned by Dr. Sudhir Srivastava, our Chairman, Chief Executive Officer, and principal shareholder. Pursuant to the Line of Credit Note, SPL, in its discretion may make multiple advances to the Company through December 31, 2023 (the “ Maturity Date ”), in an aggregate amount of up to $ 20 million for working capital purposes. The advances under the Line of Credit Note do not bear interest and are due and payable on or before the Maturity Date. SPL may, at its option, convert the principal amount of any advance into shares of our common stock, at a conversion price of $ 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. F- 13 NOTE 7 – BANK OVERDRAFT Bank Overdraft consisted of the Year ended December 31, 2023, and December 31, 2022. Period Ended December 31, December 31, 2023 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 ) The 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 by Dr. Sudhir Srivastava as security for this facility, by the fixed deposits out of its own funds, thereby improving the net working capital position of the Company. The HDFC Bank WCOD is secured by all the current assets of the Company. Both HDFC Bank OD against FDs as well as HDFC Bank WCOD facilities are additionally secured by personal guarantees provided by Dr Sudhir Srivastava. NOTE 8 – MERGER On April 14, 2023 (“ Closing ”), the Company consummated the acquisition of CardioVentures, Inc., a Delaware corporation (“ CardioVentures ”), pursuant to a Merger Agreement dated November 7, 2022 (the “ Merger Agreement ”), by and among the Company, a wholly owned subsidiary of the Company (“ Merger Sub ”), CardioVentures and Dr. Sudhir Srivastava, who, through his holding company, owned a controlling interest in CardioVentures. CardioVentures, through a subsidiary, owns a controlling interest in Sudhir Srivastava Innovations Pvt. Ltd., an Indian private limited company (“ SSI-India ”). Based in Haryana, India, SSI-India is engaged in the business of developing innovative surgical robotic technologies with a vision to make the benefits of robotic surgery affordable and accessible to a larger part of the global population. SSII’s product range includes its proprietary “SSi Mantra” surgical robotic system and a wide range of surgical instruments capable of supporting a variety of cardiac and other surgical procedures. The Company now intends to focus on the business of SSI-India and has plans to globally expand the presence of its technologically advanced, user-friendly, and cost-effective surgical robotic solutions. Pursuant to the Merger Agreement, at Closing, Merger Sub merged with and into CardioVentures (the “ Merger ”). In the Merger, holders of the outstanding shares of common stock of CardioVentures (including certain parties who provided interim convertible financing during the pendency of the Merger Agreement, were issued 135,808,884 shares of SSII common stock, representing approximately 95 % of issued and outstanding shares of SSII common stock post-Merger, with the existing shareholders of SSII holding approximately 6,544,344 shares of SSII common stock representing approximately 5 % of issued and outstanding shares of SSII common stock post-Merger. Pursuant to the Merger Agreement, at Closing, the holders of CardioVentures common stock also received shares of newly designated Series A Non-Convertible Preferred Stock (the “ Series A Preferred Shares ”). The Series A Preferred Shares vote together with shares of SSII common stock as a single class on all matters presented to a vote of shareholders, except as required by law, and entitle the holders of the Series A Preferred Shares to exercise 51.0 % of the total voting power of the Company. The Series A Preferred Shares are not convertible into common stock, do not have any dividend rights and have a nominal liquidation preference. The Series A Preferred Shares also have certain protective provisions, such as requiring the vote of a majority of Series A Preferred Shares to change or amend their rights, powers, privileges, limitations and restrictions. The Series A Preferred Shares will be automatically redeemed by the Company for nominal consideration at such time as the holders of the Series A Preferred Shares own less than 50 % of the shares of SSII common stock received in the Merger. Contemporaneously with the Closing, the Company also changed its name to “ SS Innovations International, Inc. ,” effected a one for ten reverse stock split and increased its authorized common stock to 250,000,000 shares. F- 14 In addition to the foregoing, following Closing, the Company issued 14,029,170 post-Merger shares of SSII common stock to Dr. Frederic Moll and one other accredited investor, who each provided $ 3,000,000 in interim financing to the Company pending consummation of the Merger. Pursuant to his investment agreement with the Company, dated April 7, 2023, which included his $ 3,000,000 investment, and which was described in and included as an Exhibit to the Company’s Report on Form 8-K, dated April 14, 2023, Dr. Moll received 7 % of SSII’s post-merger issued and outstanding common stock on a fully diluted basis or an aggregate of 10,149,232 SSII Shares. As a result of the foregoing, a “ Change in Control ” of the Company occurred, with Dr. Sudhir Srivastava becoming the Company’s principal and controlling shareholder. Concurrent with consummation of the Merger, Dr. Sudhir Srivastava, through his holding company, assigned patents, trademarks and other intellectual property used in the development, commercialization, manufacturing and sale of its medical and surgical robotic systems and products (the “ SSII Intellectual Property ”) to a wholly owned subsidiary of SSII. NOTE 9 – STOCKHOLDERS’ EQUITY The Company is authorized to issue up to 250,000,000 shares of common stock, $ 0.0001 par value per share plus 5,000,000 shares of preferred stock, par value $ 0.0001 . At Closing of the Merger on April 14, 2023, 135,808,884 shares of our common stock and 1,000 Series A Preferred Shares were issued to CardioVentures. This includes common stock that was issued to Dr. Frederic Moll and one other accredited investor, who each provided $ 3,000,000 in interim financing to the Company pending consummation of the Merger. Following the Merger an additional 3,818,028 shares of our common stock were issued to Dr. Frederic Moll per his interim financing agreement with the Company. 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 Sushruta Pvt Ltd at the conversion price of $ 0.74 per share. During 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. During the Year ended December 31, 2023, Farhan Taghizadeh exercised options and received 50,000 shares of common stock at a price of $ 1.00 per share. During 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. During the Year ended on December 31, 2023, the Company issued 50,000 shares of common stock to PCG Advisory, for investor and digital marketing services. The total value of such services is $ 100,000 . During 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 . During 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. During 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 . The value of services is calculated at fair market value of shares as on date of contract. F- 15 During 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. During 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. During 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. During 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. On 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. On 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. The balance of 80 % vests in four equal annual instalments subject to such employees remaining employed by the Company or its subsidiaries. Holders of common stock are entitled to one vote for each share of common stock held. NOTE 10 – COMMITMENTS Employment Agreements The 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. Srivastava. Dr. 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 . Mr. 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 . Dr. 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. Through 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. Upon 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. F- 16 Each of the employment agreements contain customary confidentiality, assignment of proprietary rights, non-competition, and non-solicitation provisions. Lease The Company occupies office and laboratory space in Orlando, Florida under a lease agreement that expired on July 31, 2018 . Effective August 1, 2018, and expiring July 31, 2019 , the Company signed a new agreement, with monthly payments of $ 1,829.25 plus applicable sales tax. Effective August 1, 2019, the Company signed a year lease agreement, providing that the Company pay insurance, maintenance, and taxes with a monthly lease expense of $ 2,454.75 plus applicable sales tax. Effective January 15, 2020, the Company amended its August 1, 2019, lease agreement reducing its monthly lease payment to $ 2,223 plus applicable sales tax. the Company signed a lease that was effective August 1, 2020, through July 31, 2021, which provides that the Company pay insurance, maintenance, and taxes with a monthly lease expense of $ 1,474.17 plus applicable sales tax. Effective November 1, 2022, the Company signed an amendment which further modified the August 1, 2020, agreement, reducing the monthly lease expense to $ 404.68 including applicable sales tax. Either party may cancel the agreement at any time with 30 days’ notice. On July 31, 2023, the Company relocated its Orlando facility to a new location at 11583 University Blvd, Orlando FL 32817. The Company occupies that space on a month-to-month basis at a cost of $ 194 per month. The Company, through its SSI-India subsidiary, occupies office, manufacturing, and assembly space in Gurugram, Haryana (India) under a lease agreement entered into in March 2021, with monthly payments of $ 16,528 plus applicable taxes. This lease expires in March 2030 . Effective 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. NOTE 11 – RELATED PARTY TRANSACTIONS As of December 31, 2023, and December 31, 2022, there was $ 1,466,462 and $ 1,570,833 in amounts due from related parties, respectively. The advances are unsecured, non-interest bearing and due on demand. Year Ended December 31, December 31, 2023 2022 Loan payable 1,466,463 1,570,833 Loan payable $ 1,466,463 1,570,833 The 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. F- 17 On April 15, 2023, the Company executed a Convertible Promissory Note (the “ Line of Credit Note ”) with Sushruta Pvt Ltd. (“ SPL ”), the Bahamian holding company owned by Dr. Sudhir Srivastava, our Chairman, Chief Executive Officer, and principal shareholder. Pursuant to the Line of Credit Note, SPL, in its discretion may make multiple advances to the Company through December 31, 2023 (the “ Maturity Date ”), in an aggregate amount of up to $ 20 million for working capital purposes. The advances under the Line of Credit Note do not bear interest and are due and payable on or before the Maturity Date. SPL may, at its option, convert the principal amount of any advance into shares of our common stock, at a conversion price of $ 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. NOTE 12 – SUBSEQUENT EVENTS 1. Filing of Registration Statement (Form S-1) with the Securities Exchange Commission: On February 14, 2024, we filed a preliminary prospectus/registration statement (Form S-1) with the Securities Exchange Commission. 2. On 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. 3. In 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 . F-18