What changed in this filing

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Item 1. Financial Statements

2024-05-15 compared with 2023-11-13 · 204 added, 294 removed, 439 unchanged (53% of the section changed)

Financial Statements.

September 30,

Current Assets:

Cash and cash equivalents

Restricted cash

Accounts receivable, net of allowances

Notes Receivables - Acquisition

Prepaids and other current assets

2 unchanged sentences

Property, plant, and equipment, net

Right of use asset

Long Term Receivable

5 unchanged sentences

Notes Payable

Current maturities of long-term debt, bank

Right of use liability, current portion

Accounts payable

2 unchanged sentences

Total Current Liabilities

Other accrued liabilities-Non current

Total Liabilities

NON-CURRENT LIABILITIES:

Right of use liability, non current portion

TOTAL NON-CURRENT LIABILITIES

Commitments and contingencies

Stockholders’ (deficit) equity:

Common stock, 250,000,000 shares authorized, $ 0.0001 par value, 169,117,202 shares and 53,887,738 shares issued and outstanding as of September 30, 2023, and December 31,2022 respectively

Common stock, 250,000,000 shares authorized, $ 0.0001 par value, 170,739,381 shares and 170,711,881 shares issued and outstanding as of March 31, 2024, and December 31,2023 respectively

Preferred stock, $ 0.0001 par value per share;

authorized 5,000,000 shares of Series A Non-Convertible Preferred Stock, 5000 shares and nil shares issued and outstanding as of March 31, 2024 and December 31, 2023

Translation adjustment

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Total liabilities and stockholders’ (deficit) equity

See accompanying notes to unaudited Condensed

Consolidated Financial Statements

See accompanying notes to unaudited Condensed Consolidated

Financial Statements

SS INNOVATIONS INTERNATIONAL, INC.

2 unchanged sentences

Three months ended

September 30,

Warranty Sales

1 unchanged sentence

( 3,873,339 )

( 1,000,204 )

GROSS (LOSS) PROFIT

OPERATING EXPENSES:

Compensation Expense

Research & Development

Stock Compensation Expense

Salaries & Payroll Expenses

1 unchanged sentence

TOTAL OPERATING EXPESNES

Loss from operations

OPERATING LOSS

( 2,718,177 )

( 2,962,852 )

OTHER INCOME (EXPENSE):

Interest Earned

Interest Expense

Interest and other income, net

1 unchanged sentence

( 2,798,448 )

( 2,992,362 )

Net loss attributable to SS Innovations International, Inc.

2 unchanged sentences

Net loss per share - basic and diluted

Weighted average

See accompanying notes to unaudited Condensed Consolidated

Financial Statements.

SS INNOVATIONS INTERNATIONAL, INC.

MEDICAL ROBOTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Nine months ended

September 30,

Warranty Sales

Cost of revenue

( 3,621,275 )

GROSS (LOSS) PROFIT

OPERATING EXPENSES:

Compensation Expense

Salaries & Payroll Expenses

Selling, general and administrative

TOTAL OPERATING EXPESNES

Loss from operations

( 4,637,136 )

( 1,150,632 )

OTHER INCOME (EXPENSE):

Interest Earned

Interest and other income, net

TOTAL OTHER (EXPENSE) INCOME

Weighted average common shares outstanding - basic and diluted

( 2,798,448 )

( 2,992,362 )

Net loss attributable to SS Innovations International, Inc.

OTHER COMPREHENSIVE INCOME (LOSS)

Foreign currency translation

Weighted average common shares outstanding - basic and diluted

( 2,800,837 )

( 2,992,362 )

Net loss per share - basic and diluted

Weighted average

See accompanying notes to unaudited Condensed Consolidated

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

30, 2023 AND SEPTEMBER 30, 2022

Common Stock to be Issued

EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND

MARCH 31, 2023

Stock to be Issued

Comprehensive

Stockholders’

Income (loss)

BALANCE AT DECEMBER 31, 2023

( 35,329,241 )

$ ( 329,100 )

Stock based compensation expense

Conversion of debt to equity

Common Stock issued

Stock issued for services

Security offerings

Translation Adjustment

Treasury Stock

Common stock issuable for services

Common stock issued

Accumulated other comprehensive loss

( 2,798,448 )

2 unchanged sentences

( 38,127,689 )

Recapitalization

$ ( 331,489 )

$ ( 13,036,261 )

Conversion of Notes Payable to equity

Recapitalization

$ ( 4,556,208 )

( 4,556,208 )

Accumulated other Comprehensive income(loss)

$ ( 1,850,423 )

( 1,850,423 )

BALANCE AT JUNE 30, 2023

$ ( 19,102,022 )

Exercise of Options

Notes Converted

Exercise of Option

Accumulated other Comprehensive income(loss)

$ ( 105,000 )

$ ( 1,983,940 )

( 1,983,940 )

BALANCE AT SEPTEMBER 30, 2023

( 21,085,962 )

BALANCE AT DECEMBER 31, 2022

( 14,387,269 )

Stock based compensation expense

Conversion of debt to equity

Stock issued for services

Security offerings

Treasury stock

Common stock issuable for services

Common stock issued

BALANCE AT MARCH 31, 2022

( 2,460,547 )

Stock based compensation expense

Conversion of debt to equity

Stock issued for services

Security offerings

Common stock issuable for services

Common stock issued

BALANCE AT JUNE 30, 2022

( 8,754,483 )

Stock based compensation expense

Common stock issuable for services

Conversion of debt to equity

Treasury Stock

Common stock issued

BALANCE AT SEPTEMBER 30, 2022

Translation adjustment

other comprehensive income (loss)

( 2,992,362 )

See accompanying notes to unaudited Condensed

Consolidated Financial Statements.

( 2,992,362 )

AT MARCH 31, 2023

( 17,379,631 )

( 3,421,388 )

See accompanying notes to unaudited Condensed Consolidated

Financial Statements.

SS INNOVATIONS INTERNATIONAL, INC.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months ended

September 30,

Cash flows from operating activities:

CASH FLOWS OPERATING ACTIVITIES:

$ ( 2,798,448 )

2 unchanged sentences

Depreciation and amortization

Translation diff

Translation Difference

Stock compensation expense

Prepaid expenses and other assets

$ ( 1,534,137 )

Stock compensation expense

Accounts payable and accrued expenses

Right of use liability, current portion

Net Cash Used in Operating Activities

$ ( 173,553 )

Cash flows from investing activities:

INVESTING ACTIVITIES:

Notes Receivables - Acquisition

$ ( 2,000,000 )

Long Term Receivable

$ ( 3,019,005 )

Long Term Receivable (Related Party)

Purchase of property and equipment

$ ( 1,317,157 )

Right of use asset

Net Cash Used in Investing Activities

$ ( 4,207,606 )

Cash flows from financing activities:

Proceeds from loan

Proceeds from Bank Overdraft Facility

Proceeds from securities offering

Repayment of Warrants

Proceeds from Notes Converted

Proceeds from Options Exercised

Recapitalization

$ ( 2,000,000 )

FINANCING ACTIVITIES:

Proceeds from Demand Notes Payable (Bank Overdraft)

Proceeds from Notes payable

( 1,000,000 )

Proceeds from securities offering

Repayment of warrants

Proceeds from 7% convertible promissory note

Net Cash Provided by Financing Activities

Net change in cash

$ ( 129,881 )

$ ( 739,724 )

Cash at beginning of year

Cash at end of year

Supplemental disclosure of cash flow information:

Cash paid for income taxes

Cash paid for interest

CASH AND CASH EQUIVALENTS - END OF YEAR

See accompanying notes to unaudited Condensed Consolidated

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described in Note 1 to the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended

December 31, 2022, and were also included in financial statements subsequently filed under cover of a Form 8-K/A on June 26, 2023.

have been no significant changes in the Company’s significant accounting policies for the quarterly period ended September 30, 2023.

December 31, 2023.

There have been no significant changes in the Company’s significant accounting policies for the quarterly period

ended March 31, 2024

Going Concern

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of the date these financial statements are issued.

The Company has a working capital surplus of US$

11,031,690 and an accumulated deficit of $ 21,085,962 as of September 30, 2023.

The Company also had a net loss of $ 4,822,406 for

the nine months ended September 30, 2023.

The Company had a working capital surplus of US$

4,123,720 and an accumulated deficit of $ 38,127,694 as of March 31, 2024.

The Company incurred a net loss of $ 2,798,448 for the

three months ended March 31,2024.

The Company launched the commercial sale of its

“SSI Mantra” surgical robotic system in India in the last quarter of 2022, which has been well received by hospitals and healthcare

institutions there and in the quarter ended September 30, 2023, the Company recorded its first export sale to Dubai, UAE.

As of September

30, 2023, the Company has sold overall twelve surgical robotic systems and is now generating regular revenues as additional purchase orders

are also being received.

In addition to these twelve surgical robotic systems sold, Company has also installed two systems on pay per

use basis in two hospitals in India for a predefined number of procedures post which the Company expects to receive regular purchase order

for its surgical robotic system from these hospitals.

Considering that the pay-per-use model installations at two hospitals were done

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

recognized from these two installations during the quarter ended September 30, 2023.

During the quarter ended September 30, 2023, the

Company has also installed its surgical robotic system in Johns Hopkins hospital under an agreement for conducting medical education training

program with human cadaver and/or animal anatomical tissue specimens.

The Company has also been able to augment

its financial resources to further supplement its operations and in this regard, on April 15, 2023, the Company executed a

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

(“ SPL ”), the

Bahamian holding company owned by Dr.

“SSI Mantra” surgical robotic system in India in the last quarter of 2022 and sold three systems in 2022.

During the year

ended 2023, the Company sold 12 more surgical robotic systems which included its first export sale to Dubai, UAE.

During 2023, the Company

has also installed its surgical robotic system in Johns Hopkins hospital under an agreement for conducting medical education training

programs with human cadavers and/or animal anatomical tissue specimens.

During the three months period ended March 31,

2023, the Company further sold 8 systems and installed one system at a robotic training institute in India on revenue share basis.

of March 31, 2024, the Company has sold overall 23 surgical robotic systems and is now generating regular revenues as additional purchase

orders are also being received.

In addition to these 23 surgical robotic systems sold, Company has also installed five systems on pay

per use/revenue share basis in four hospitals and one robotic training institute in India.

The Company has also installed 3 systems in

three hospitals belonging to large hospital chains in India for clinical evaluation for a predefined number of procedures/period of time

post which the Company expects to receive regular purchase order for its surgical robotic system from these hospitals.

One system continues

to be at Johns Hopkins hospital under an agreement for conducting medical education training programs with human cadaver and/or animal

anatomical tissue specimens.

As such, the Company had a total systems base of 32 systems at the end first quarter of 2024.

The Company has been able to augment its financial

resources to further supplement its operations and in this regard in Feb 2024, the Company collectively raised US$ 2.45 Million through

issuances of 7 % One-year Convertible Promissory Notes (CPNs) to five investors including US$ 1.0 Million from Sushruta Pvt Ltd.

the Bahamian holding company owned by Dr.

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

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

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

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

SPL, at its option, could

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

September 27, 2023, SPL had advanced a total of US$ 16,980,000 advances under the Line of Credit Note.

On September 27, 2023, SPL

exercised its option to convert the outstanding balance US$ 16,980,00 balance of the Line of Credit Note in full into 22,945,946

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

This conversion of funds advanced under the Line

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

equity and working capital position.

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

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

million as of June 30, 2023.

The principal amount of these CPNs along with

accrued interest @ 7 % p.a.

thereon would be repayable one year from the date of their respective issuances.

The CPN holders also have

the option to convert these CPNs into common shares of the Company at US$ 4.45 per share any time prior to their respective maturity dates.

The management of the Company is making efforts

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conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for

the year ended December 31, 2022, and financial statements subsequently filed under cover of a Form 8-K/A on June 26, 2023.

In the opinion

of the Company’s management, the accompanying unaudited condensed financial statements contain all the adjustments necessary (consisting

only of normal recurring accruals) to present the financial position of the Company as of September 30, 2023, and the results of operations

and cash flows for the periods presented.

The results of operations for the quarterly period ended September 30, 2023, are not necessarily

indicative of the operating results for the full fiscal year or any future period.

the year ended December 31, 2023, In the opinion of the Company’s management, the accompanying unaudited condensed financial statements

contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company

as of March 31, 2024 and the results of operations and cash flows for the periods presented.

The results of operations for the quarterly

period ended March 31, 2024, are not necessarily indicative of the operating results for the full fiscal year or any future period.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING

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principal amounts of such receivables outstanding are deducted from the allowance.

The allowance for doubtful accounts as of September

The allowance for doubtful accounts as of March 31,

2024, and December 31, 2023, amounted to $ NIL and $ NIL respectively.

Foreign Currency Translation

The Company’s

reporting currency is U.S.

The accounts of one of the Company’s subsidiaries is maintained using the appropriate local

currency, Indian Rupees (“INR”) as the functional currency.

The Company’s reporting currency is U.S.

The accounts of one of the Company’s subsidiaries is maintained using the appropriate local currency, Indian Rupees (“INR”)

as the functional currency.

All assets and liabilities are translated into U.S.

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.

translation rates are as follows:

for the nine months ended September 30, 2023 closing rate at 83.09 US$:

INR, average rate at 82.575

The Company’s inventory consists of finished

goods in the form of fully assembled and tested surgical robotic system, semi-finished goods in the form of various sub-systems of the

surgical robotic systems in various stages of assembly and manufacturing and raw material in the form of various mechanical, electrical,

and other material components, parts, motors, encoders etc.

which are not yet assembled/manufactured.

The inventory is valued at the lower

of cost (first-in, first-out) or estimated net realizable value.

As of September 30, 2023, the Company valued the inventory at $ 4,171,178

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

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 three months ended March 31, 2024, closing rate at 83.35 US$:

INR, average rate at 83.31 US$:

The Company’s inventory consists of (a)

finished goods in the form of fully assembled and tested surgical robotic systems in stock in Company’s finished goods store or

at hospital locations under clinical evaluation and (b) fully assembled and tested instruments and accessories (b) semi-finished goods

in the form of instruments and various sub-systems of the surgical robotic systems in various stages of assembly and manufacturing and

(c) raw material in the form of various mechanical, electrical, and other material components, parts, motors, encoders etc.

in raw material stores, not yet issued for assembly/manufacturing.

The inventory is valued at the lower of cost (first-in, first-out basis)

or estimated net realizable value.

As of March 31, 2024, the Company valued the inventory at $ 6,162,235 .

Concentration of Credit Risk

6 unchanged sentences

Deposit Insurance Corporation of Bahamas insures deposits up to US$ 50,000 per account.

As at September 30,2023, $ 6,263,878 of deposits

were in excess of overall insurance coverage limits.

As at March 31, 2024, deposits of $ 609,076 were

in excess of overall insurance coverage limits.

Revenue Recognition

4 unchanged sentences

To achieve this core principle, five basic criteria must be met before revenue can be

● 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;

● Recognition of revenue when

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

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;

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

3 unchanged sentences

System Sales:

The Company recognizes the revenue at the time

when the risk and reward related to that equipment gets transferred immediately when we dispatch.

The Company recognizes revenue at the time when

the equipment is dispatched to the customer.

Instrument Sales:

We also sell instruments which are used by surgeons

when they use our robotic system to perform surgeries.

These instruments are like consumables for the hospitals, and we recognize the

revenues for sale of instruments as and when the risk and reward related to those instruments get transferred immediately when we dispatch.

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:

Warranty sales are a notional portion of the equipment

sales value which is attributable towards the component of annual maintenance contract by application of ASC606 and is thus shown separately

as Warranty sales.

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

contracts would be recognized as such.

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.

warranty periods are over, the actual maintenance contracts kick in and actual income from maintenance contracts is recognized.

Unrealized Deferred Revenue:

1 unchanged sentence

over the period to which it relates.

In nine month period ended September 30, 2023, we have sold nine surgical robotic systems and the

revenues attributable to warranty is deferred for recognition over the period to which it relates.

Due to application of ASC606, as of

September 30, 2023, the sum of US$ 1,355,448 stands transferred to unrealized deferred revenue and due to this adjustment, the revenues

and profitability for nine-month period ended September 30, 2023, is reflected less to the extent of this unrealized deferred revenue.

In three months’ period ended March 31, 2024, we have sold eight surgical robotic systems and

the revenues attributable to warranty for the agreed warranty period in respect of each of the sales contract is deferred for recognition

over the period to which it relates.

Due to application of ASC606, as of March 31, 2024, the sum of US$ 3,560,077 stands transferred to

unrealized deferred revenue and due to this adjustment, the revenues and profitability for three-month period ended March 31, 2024, is

reflected less to the extent of $ 1,891,931 .

Property Plant & Equipment

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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.

The new guidance became effective for the Company

on January 1, 2018, and was applied on a prospective basis, as required.

The adoption of this standard did not have an impact on the

financial statements or the related disclosures.

In February 2016, the FASB issued ASU 2016-02,

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consisted of the following:

September 30,

Land & Building

9 unchanged sentences

Property and equipment, net

Depreciation expenses for the nine months ended September 30, 2023,

and 2022 amounted to $ 227,599 and $ 6,864 respectively.

4 – ACCOUNTS RECEIVABLE

receivable consisted of the following as of September 30, 2023, and December 31, 2022:

September 30,

Depreciation expenses for the three months ended March 31, 2024, and

2023 amounted to $ 77,189 and $ 31,675 respectively.

NOTE 4 – ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following

as of March 31, 2024 and December 31, 2023:

Quarter Ended

Accounts Receivable

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and collectible in next one year and thus company classified these receivables as long-term Receivable.

5 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

payable and accrued expenses consisted of the following as of September 30, 2023, and December 31, 2022:

September 30,

NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED

Accounts payable and accrued expenses consisted

of the following as of March 31, 2024 and December 31, 2023:

Quarter Ended

Accounts payable

2 unchanged sentences

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.

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

Pursuant to the Line of Credit Note, SPL, in its

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

aggregate amount of up to $US 20.0 million for working capital purposes.

The advances under the Line of Credit Note do not bear

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

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

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

As of September 25, 2023, US$ 16,980,000 in advances

that were outstanding under the Line of Credit Note, were converted into 22,945,946 shares issued to SPL at the conversion price of

$ 0.74 per share.

In the month of February 2024, through

February 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 .

NOTE 7 – BANK OVERDRAFT

Overdraft consisted of the following as of September 30, 2023, and December 31, 2022.

September 30,

Bank Overdraft consisted of the following as of

March 31, 2024, and December 31, 2023.

Quarter Ended

HDFC Bank Limited OD against FDs

3 unchanged sentences

secured by Fixed Deposits of US$ 5,553,119 provided by the Company.

During the quarter ended September 30, 2023, the Company replaced

the Fixed Deposits earlier provided by Dr.

Sudhir Srivastava as security for this facility, by the Fixed Deposits out of its own funds,

thereby improving the net working capital position of the Company.

The HDFC Bank WCOD is secured by all the current assets of the Company.

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to a wholly owned subsidiary of SSII

In consideration thereof, Dr.

Srivastava’s holding company will receive a quarterly royalty

of three percent ( 3 %) of all “ net revenues ” (gross revenues actually received less cost of goods sold) generated from

the sale or licensing of the SSII Intellectual Property or products or services utilizing the SSII Intellectual Property.

NOTE 9 – STOCKHOLDERS’ EQUITY

1 unchanged sentence

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

Frederic Moll and one other accredited investor, who each provided $ 3,000,000 in interim financing to the Company pending consummation

of the Merger.

Following the Merger an additional 3,818,028 shares of our common stock were issued to Dr.

Frederic Moll per his interim

financing agreement with the Company.

As of September 25, 2023, US$ 16,980,000 in advances

that were outstanding under the Line of Credit Note, were converted into 22,945,946 shares issued to Sushruta Pvt Ltd at the conversion

price of $ 0.74 per share.

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 the Company’s Incentive Stock Plan.

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 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.

On March 1, 2024, the Company issued 15,000 shares

of common stock to PCG Advisory Inc.

in terms of their contract for advisory services to be rendered for a period of eight months commencing

on March 1, 2024, and terminating on October 31, 2024.

Holders of common stock are entitled to one vote

9 unchanged sentences

agreement effective April 14, 2023, was executed between the Company and Mr.

Cohen’s employment agreement is for

a 36-month period and provides for a base salary of US$ 15,000 per month.

Cohen’s employment agreement is for a 36 -month

period and provides for a base salary of US$ 15,000 per month.

In addition to the above, Dr.

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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

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 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

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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.

occupies that space on a month-to-month basis at a cost of $ 194 per month.

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,

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NOTE 11 – RELATED PARTY TRANSACTIONS

As of September 30, 2023, and December 31, 2022,

there was $ 1,860,333 and $ 0 in amounts due to related parties, respectively.

The advances are unsecured, non-interest bearing and due

September 30,

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.

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

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

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

SPL may, at its option, convert the principal

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

As of June 30, 2023, US$ 1,225,000 in

advances were outstanding under the Line of Credit Note and during the quarter ended September 30, 2023, SPL made further advances aggregating

to US$ 15,755,000 , thereby making a total of US$ 16,980,000 advances under the Line of Credit Note.

On 27 September 2023, SPL, exercised

its option of converting the full amount of advances made under the SPL Note amounting to a total of US$ 16,980,000 into shares of our

common stock at a conversion price of US$ 0.74 per share and accordingly 22,945,946 shares of our common stock were issued to SPL during

the quarter ended September 30, 2023.

As of March 31, 2024, and December 31, 2023, there

was $ 1,409,555 and $ 1,466,463 in amounts due from related parties, respectively.

The advances are unsecured, non-interest bearing and

due on demand.

Quarter Ended

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:

Effective February 14, 2024, the Company sold

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

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

Interest on the Bridge Notes accrues at

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

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

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

NOTE 12 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through

Oct 31, 2023, the date the consolidated financial statements were available to be issued.

Based on this evaluation, no additional material

events were identified which require adjustment or disclosure in these financial statements

In April 2024, the Company has raised US$ 2.00

Million from Sushruta Pvt Ltd.

by issuance of two One-Year 7 % Promissory Notes of US$ 1.00 Million each, to meet certain working capital

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

What changed 10-Q

Item 1. Financial Statements