SS Innovations International, Inc. 10-Q

Item 1. Financial Statements. March 31, December 31, 2024 2023 ASSETS Current Assets: Cash and cash equivalents $ 948,152 $ 2,022,276 Restricted cash 5,954,970 5,010,725 Accounts receivable, net of allowances 4,226,144 1,647,274 Inventory 6,162,235 6,327,256 Prepaids and other current assets 2,495,457 3,375,169 Total Current Assets 19,786,958 18,382,700 Non-Current Assets: Property, plant, and equipment, net 2,061,596 790,164 Right of use asset 2,127,769 2,199,418 Long Term Receivable 5,659,347 2,640,342 Loans & Advances (Related Party) 1,409,555 1,466,462 Total Non-Current Assets 11,258,267 7,096,386 Total Assets $ 31,045,225 $ 25,479,086 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current Liabilities Bank Overdraft Facility $ 6,207,185 6,018,926 Notes Payable 2,450,000 - Right of use liability, current portion 281,380 288,988 Accounts payable 1,446,218 900,903 Deferred tax liability 6,582 20,482 Other accrued liabilities 5,271,874 2,041,372 Total Current Liabilities 15,663,238 9,270,670 NON-CURRENT LIABILITIES: Right of use liability, non current portion 1,846,389 1,910,432 TOTAL NON-CURRENT LIABILITIES 1,846,389 1,910,432 TOTAL LIABILITIES $ 17,509,627 $ 11,181,102 Commitments and contingencies Stockholders’ (deficit) equity: 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 17,073 17,071 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 1 1 Translation adjustment ( 331,489 ) ( 329,100 ) Additional Paid in Capital 51,077,789 49,039,341 Accumulated other comprehensive income (loss) 899,917 899,917 Accumulated deficit ( 38,127,694 ) ( 35,329,246 ) Total stockholders’ (deficit) equity 13,535,597 14,297,984 Total liabilities and stockholders’ (deficit) equity $ 31,045,224 $ 25,479,086 See accompanying notes to unaudited Condensed Consolidated Financial Statements 1 SS INNOVATIONS INTERNATIONAL, INC. F/K/A AVRA MEDICAL ROBOTICS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three months ended March 31, March 31, 2024 2023 REVENUES System Sales $ 6,474,832 $ 1,491,310 Warranty Sales 376,226 20,069 Cost of revenue ( 3,873,339 ) ( 1,000,204 ) GROSS (LOSS) PROFIT 2,977,720 511,175 OPERATING EXPENSES: Research & Development 396,050 1,955 Stock Compensation Expense 1,937,202 1,592,309 Salaries & Payroll Expenses 674,436 357,674 Selling, general and administrative 2,611,019 1,490,414 Depreciation 77,189 31,675 TOTAL OPERATING EXPESNES 5,695,897 3,474,027 OPERATING LOSS ( 2,718,177 ) ( 2,962,852 ) OTHER INCOME (EXPENSE): Interest Expense ( 183,212 ) - Interest and other income, net 102,941 29,510 TOTAL OTHER (EXPENSE) INCOME ( 80,271 ) 29,510 NET LOSS ( 2,798,448 ) ( 2,992,362 ) Net loss attributable to SS Innovations International, Inc. $ ( 2,798,448 ) ( 2,992,362 ) Net loss per share - basic and diluted ( 0.02 ) ( 0.05 ) Weighted average common shares outstanding - basic and diluted 170,738,204 61,710,861 NET LOSS ( 2,798,448 ) ( 2,992,362 ) OTHER COMPREHENSIVE INCOME (LOSS) Foreign currency translation ( 2,389 ) - Weighted average common shares outstanding - basic and diluted ( 2,800,837 ) ( 2,992,362 ) See accompanying notes to unaudited Condensed Consolidated Financial Statements. 2 SS INNOVATIONS INTERNATIONAL, INC. F/K/A AVRA MEDICAL ROBOTICS, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND MARCH 31, 2023 (Unaudited) Preferred Stock Common Stock Common Stock to be Issued Additional Paid-In Accumulated Translation Accumulated other Comprehensive Total Stockholders’ Number Amount Number Amount Number Amount Capital Deficit Reserve Income (loss) Equity BALANCE AT DECEMBER 31, 2023 5,000 $ - 170,710,694 17,070 12,500 740,927 $ 48,298,413 ( 35,329,241 ) 899,917 $ ( 329,100 ) $ 14,297,984 Stock based compensation expense - - - - - 1,937,202 - - - - 1,937,202 Common Stock issued - - 12,500 1 ( 12,500 ) ( 50,000 ) 49,999 - - - - Stock issued for services - - 15,000 1 - - 101,248 - - - 101,249 Translation Adjustment - - - - - - - - - ( 2,389 ) ( 2,389 ) Treasury Stock - - - - - - - - - - - Accumulated other comprehensive loss - - - - - - - - - - - Net loss - - - - - ( 2,798,448 ) - - ( 2,798,448 ) BALANCE AT MARCH 31, 2024 5,000 $ - 170,738,194 17,072 - $ 2,628,129 $ 48,449,660 ( 38,127,689 ) 899,917 $ ( 331,489 ) 13,535,597 BALANCE AT DECEMBER 31, 2022 - - 53,887,738 5,389 - - 11,005,895 ( 14,387,269 ) 899,917 $ 15521 ( 2,460,547 ) Stock issued for services - - - - - - 432,672 - - - 432,672 Stock based compensation expense - - - - - - 1,597,693 - - - 1,597,693 Common stock issued - - 11,555,599 1,156 - - - - - - 1,156 Translation adjustment - - - - - - - - - - - Accumulated other comprehensive income (loss) - - - - - - - - - - - Net loss - - - - - - - ( 2,992,362 ) - - ( 2,992,362 ) BALANCE AT MARCH 31, 2023 - - 65,443,337 6545 - - 13,036,260 ( 17,379,631 ) 899,917 $ 15521 ( 3,421,388 ) See accompanying notes to unaudited Condensed Consolidated Financial Statements. 3 SS INNOVATIONS INTERNATIONAL, INC. F/K/A AVRA MEDICAL ROBOTICS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) 2023 2022 CASH FLOWS OPERATING ACTIVITIES: Net loss $ ( 2,798,448 ) $ ( 2,992,362 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization $ 45,725 $ 2,279 Translation Difference $ ( 2,389 ) $ - Stock compensation expense $ 1,937,201 $ 1,597,693 Prepaid expenses and other assets $ ( 1,534,137 ) $ - Accounts payable and accrued expenses $ 3,697,874 $ 1,218,838 Right of use liability, current portion $ ( 7,608 ) $ - Net Cash Used in Operating Activities $ 1,338,218 $ ( 173,553 ) INVESTING ACTIVITIES: Notes Receivables - Acquisition $ - $ ( 2,000,000 ) Long Term Receivable $ ( 3,019,005 ) $ - Long Term Receivable (Related Party) $ 56,907 $ - Purchase of property and equipment $ ( 1,317,157 ) $ - Right of use asset $ 71,649 $ - Net Cash Used in Investing Activities $ ( 4,207,606 ) $ ( 2,000,000 ) FINANCING ACTIVITIES: Proceeds from Demand Notes Payable (Bank Overdraft) $ 188,259 $ - Proceeds from Notes payable $ 2,450,000 $ - Proceeds from securities offering $ 101,249 $ 446,188 Repayment of warrants $ - $ ( 12,360 ) Proceeds from 7% convertible promissory note $ - $ 1,000,000 Net Cash Provided by Financing Activities $ 2,739,507 $ 1,433,828 Net change in cash $ ( 129,881 ) $ ( 739,724 ) Cash at beginning of year $ 7,033,001 $ 1,351,364 CASH AND CASH EQUIVALENTS - END OF YEAR $ 6,903,120 $ 611,640 See accompanying notes to unaudited Condensed Consolidated Financial Statements. 4 SS INNOVATIONS INTERNATIONAL, INC. F/K/A AVRA MEDICAL ROBOTICS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – COMPANY AND BASIS OF PRESENTATION Organization SS Innovations International, Inc. (the “ Company ” or “ SSII ”) was incorporated as AVRA Surgical Microsystems, Inc. in the State of Florida on February 4, 2015. Effective November 5, 2015, the Company’s corporate name was changed to Avra Medical Robotics, Inc. The Company was established and is continuing to develop advanced medical and surgical robotic systems. On April 14, 2023, a wholly owned subsidiary of the Company merged with CardioVentures, Inc., a Delaware corporation (“ CardioVentures ”), which is the indirect parent of Sudhir Srivastava Innovations Pvt. Ltd., an Indian private limited company engaged in the business of developing innovative surgical robotic technologies. As a result of such a transaction, a “ change in control ” of the Company took place. In addition, among other matters, the Company changed its name to “ SS Innovations International, Inc. ” and implemented a one for ten reverse stock split. The financial statements, financial information and share and per share information contained in this report reflect the operations of both the Company and CardioVentures and give pro forma effect to the reverse stock split. The significant accounting policies of SSII were described in Note 1 to the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. There have been no significant changes in the Company’s significant accounting policies for the quarterly period ended March 31, 2024 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 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 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. As 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. (“ SPL ”), the Bahamian holding company owned by Dr. Sudhir Srivastava, our Chairman, Chief Executive Officer and principal shareholder. 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 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. 5 Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission. Therefore, they do not include all information and footnotes normally included in annual consolidated financial statements and should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 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 POLICIES Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses. The Company regularly evaluates estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates made by management. Cash and Cash Equivalents The Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid investment with a maturity of three months or less to be cash and cash equivalents. Accounts Receivable The Company’s account receivables are due from customers relating to contracts to supply surgical robotic systems, instruments, and accessories and to provide post sales warranty/maintenance services. The Company also sells surgical robotic systems under deferred payment arrangement and in such cases, the amounts due and recoverable beyond one year period at the balance sheet date are classified as long-term receivables. Collateral is currently not required. The Company also maintains allowances for doubtful accounts for estimated losses resulting from the inability of the Company’s customers to make payments. The Company periodically reviews these estimated allowances, including an analysis of the customers’ payment history and creditworthiness, the age of the trade receivable balances and current economic conditions that may affect a customer’s ability to make payments as well as historical collection trends for its customers as a whole. Based on this review, the Company specifically reserves for those accounts deemed uncollectible or likely to become uncollectible. When receivables are determined to be uncollectible, principal amounts of such receivables outstanding are deducted from the allowance. The allowance for doubtful accounts as of March 31, 2024, and December 31, 2023, 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 three months ended March 31, 2024, closing rate at 83.35 US$: INR, average rate at 83.31 US$: INR. 6 Inventory 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. which are 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 Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains its principal cash balance in United States financial institutions, where deposits are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 . The Company also maintains cash balances maintained with banks in India, where balances are insured by Deposit Insurance and Credit Guarantee Corporation of India (DICGC) to the extent of approximately US$ 6,100 per account and in the Bahamas, where deposits are insured by the Deposit Insurance Corporation of Bahamas insures deposits up to US$ 50,000 per account. As at March 31, 2024, deposits of $ 609,076 were in excess of overall insurance coverage limits. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification, or ASC606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: ● Identification of a contract with a customer or placement of a purchase order by the customer. ● Identification of the performance obligations in the contract or the purchase order as the case may be. ● Determination of the transaction price which is reflected in the purchase order placed by the customer. ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when or as the performance obligations are satisfied as per the terms of the purchase order received from the customer. 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. 7 Unrealized Deferred Revenue: The revenues attributable to the warranty is recognized over the period to which it relates. 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 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 Long-lived Assets In accordance with ASC 360, “ Property Plant and Equipment ”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to : significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset and current expectation that the asset will more than likely not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the discounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain circumstances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. Stock Compensation Expense The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with Accounting Standards Codification (“ASC”) Topic 505, “Equity.” Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services as defined by ASC Topic 505. Income Taxes The Company accounts for income taxes pursuant to ASC Topic 740 “ Income Taxes. ” Under ASC Topic 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. A valuation allowance is recorded when it is more likely than not that some or all of the deferred tax assets will not be realized. The Company applies the provisions of ASC Topic 740-10-05 “ Accounting for Uncertainty in Income Taxes .” The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. 8 Basic and Diluted Loss per Share In accordance with ASC Topic 260 “ Earnings Per Share, ” basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per common share gives effect to dilutive convertible securities, options, warrants and other potential common stock outstanding during the period, only in periods in which such effect is dilutive. The Company has stock options, warrants, and convertible promissory notes that may be converted to outstanding potential common shares. Research and Development Costs In accordance with ASC Topic 730 “Research and Development”, with the exception of intellectual property that is purchased from another enterprise and has alternative future use, research and development expenses are charged to operations as incurred. Fair Value of Financial Instruments Our financial instruments consist principally of accounts receivable, amounts due to related parties and promissory notes payable. The carrying amounts of cash and cash equivalents and promissory notes approximate fair value because of the short-term nature of these items. Recent Accounting Pronouncements Compensation—Stock Compensation In May 2017, the FASB issued ASU 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting,” that provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The new guidance became effective for the Company on January 1, 2018, and was applied on a prospective basis, as required. The adoption of this standard did not have an impact on the financial statements or the related disclosures. Leases In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). The FASB issued ASU 2016-02 to increase transparency and comparability among organizations recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Under ASU 2016-02, lessors will account for leases using an approach that is substantially equivalent to existing GAAP for sales-type leases, direct financing leases and operating leases. Unlike current guidance, however, a lease with collectability uncertainties may be classified as a sales-type lease. If collectability of lease payments, plus any amount necessary to satisfy a lessee residual value guarantee, is not probable, lease payments received will be recognized as a deposit liability and the underlying assets will not be derecognized until collectability of the remaining amounts becomes probable. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted, and must be adopted using a modified retrospective transition. The Company did not adopt the standard effective January 1, 2019, utilizing the lessor practical expedient. On November 15, 2019, the FASB issued ASU 2019-10 which amended the effective dates for ASC 842, to give implementation relief. Under the FASB’s new framework, two “buckets” were defined, bucket 1 includes public companies that are SEC filers but excludes “Small Reporting Companies” (SRC’s). Bucket 2 includes all other entities, including SRC’s. Bucket 2 entities have to apply ASC 842 for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. 9 NOTE 3 - PROPERTY AND EQUIPMENT The Company’s property and equipment relating to continuing operations consisted of the following: Period Ended March 31, December 31, 2024 2023 Land & Building - - Machinery and equipment $ 344,033 $ 311,703 Furniture and Fittings $ 194,814 $ 177,417 Computer and office equipment $ 1,479,970 $ 287,518 Motor Vehicle $ 184,347 $ 184,694 R & D Equipment’s $ 41,144 $ 39,950 Website $ 36,122 $ 36,122 Server & Networking $ 25,742 $ 21,999 Leasehold improvements $ 217,843 154,194 Property and equipment at cost 2,524,014 1,213,596 Less - accumulated depreciation ( 462,418 ) ( 423,432 ) Property and equipment, net $ 2,061,596 $ 790,164 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 March 31, December 31, Accounts Receivable 2024 2023 Accounts receivable $ 4,226,144 $ 1,647,274 Less: Allowance for doubtful accounts Accounts receivable, net $ 4,226,144 $ 1,647,274 Long Term Receivables $ 5,659,347 2,640,342 $ 9,885,492 4,287,616 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 $ 5,659,347 may not be due and collectible in next one year and thus company classified these receivables as long-term Receivable. NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of the following as of March 31, 2024 and December 31, 2023: Quarter Ended March 31, December 31, 2024 2023 Accounts payable 1,446,218 $ 900,903 Other accrued liabilities 5,271,874 2,041,372 Total accounts payable and accrued expenses $ 6,718,091 $ 2,942,275 10 NOTE 6 - NOTES PAYABLE 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 Bank Overdraft consisted of the following as of March 31, 2024, and December 31, 2023. Quarter Ended March 31, December 31, 2024 2023 HDFC Bank Limited OD against FDs $ 4,949,225 $ 4,756,389 HDFC Bank Ltd WCOD $ 1,257,960 $ 1,262,537 Bank Overdraft $ 6,207,185 $ 6,018,926 The HDFC Bank OD against FDs of US$ 4,949,225 is secured by Fixed Deposits of US$ 5,553,119 provided by 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. 11 Contemporaneously with the Closing, the Company also changed its name to “SS Innovations International, Inc. ,” effected a one for ten reverse stock split and increased its authorized common stock to 250,000,000 shares. In addition to the foregoing, following Closing, the Company issued 14,029,170 post-Merger shares of SSII common stock to Dr. Frederic Moll and one other accredited investor, who each provided $ 3,000,000 in interim financing to the Company pending consummation of the Merger. Pursuant to his investment agreement with the Company, dated April 7, 2023, which included his $ 3,000,000 investment, and which was described in and included as an Exhibit to the Company’s Report on Form 8-K, dated April 14, 2023, Dr. Moll received 7 % of SSI’s post-merger issued and outstanding common stock on a fully diluted basis or an aggregate of 10,149,232 SSI Shares. As a result of the foregoing, a “ Change in Control ” of the Company occurred, with Dr. Sudhir Srivastava becoming the Company’s principal and controlling shareholder. Concurrent with consummation of the Merger, Dr. Sudhir Srivastava, through his holding company, assigned patents, trademarks and other intellectual property used in the development, commercialization, manufacturing and sale of its medical and surgical robotic systems and products (the “ SSII Intellectual Property ”) to a wholly owned subsidiary of SSII 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 . 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. 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. 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 for each share of common stock. NOTE 10 – COMMITMENTS Employment Agreements At closing of the Merger, Alen Sands York and Ettore Tomasetti resigned as directors of the Company and Barry F. Cohen, Dr. Ray Powers and Dr. Farhan Taghizadeh resigned as Chief Executive Officer and Acting Chief Financial Officer, Chief Operating Officer, and Chief Medical Officer of the Company, respectively. Mr. Cohen continues as a director of the Company and assumed the office of Chief Operating Officer–Americas and to this effect, an employment agreement effective April 14, 2023, was executed between the Company and Mr. Cohen. Mr. Cohen’s employment agreement is for a 36 -month period and provides for a base salary of US$ 15,000 per month. In addition to the above, Dr. Sudhir Srivastava became a director, Chairman and Chief Executive Officer of SSII, Dr. Vishwajyoti P. Srivastava, the son of Dr. Sudhir Srivastava, became a director and President and Chief Operating Officer–South Asia and Anup Sethi became Chief Financial Officer of the Company. The Company, through Otto Pvt. Ltd., a wholly owned subsidiary, is also party to employment agreements with each of Dr. Sudhir Srivastava, Dr. Vishwajyoti P. Srivastava and Anup Sethi. Dr. Sudhir Srivastava’s employment agreement is for a five (5) year period expiring in September 2026 and provides for an annual base salary of US$ 600,000 . Dr. Vishwajyoti P. Srivastava’s employment agreement is for a five ( 5 ) year period expiring in September 2026 and provides for an annual base salary of US$ 200,000 . Mr. Sethi’s employment agreement is for a five ( 5 ) year period expiring in January 2028 and provides for an annual base salary of US$ 175,000 . Each of the employment agreements contain customary confidentiality, assignment of proprietary rights, non-competition, and non- solicitation provisions. 12 Lease The Company occupies office and laboratory space in Orlando, Florida under a lease agreement that expired on July 31, 2018 . Effective August 1, 2018, and expiring July 31, 2019 , the Company signed a new agreement, with monthly payments of $ 1,829.25 plus applicable sales tax. Effective August 1, 2019, the Company signed a year lease agreement, providing that the Company pay insurance, maintenance, and taxes with a monthly lease expense of $ 2,454.75 plus applicable sales tax. Effective January 15, 2020, the Company amended its August 1, 2019, lease agreement reducing its monthly lease payment to $ 2,223 plus applicable sales tax. the Company signed a lease that was effective August 1, 2020, through July 31, 2021, which provides that the Company pay insurance, maintenance, and taxes with a monthly lease expense of $ 1,474.17 plus applicable sales tax. Effective November 1, 2022, the Company signed an amendment which further modified the August 1, 2020, agreement, reducing the monthly lease expense to $ 404.68 including applicable sales tax. Either party may cancel the agreement at any time with 30 days’ notice. On July 31, 2023, the Company relocated its Orlando facility to a new location at 11583 University Blvd, Orlando FL 32817. The Company occupies that space on a month-to-month basis at a cost of $ 194 per month. The Company, through its SSI-India subsidiary, occupies office, manufacturing, and assembly space in Gurugram, Haryana (India) under a lease agreement entered into in March 2021, with monthly payments of US$ 16,528 plus applicable taxes. This lease expires in March 2030 . Effective June 01, 2023, SSI-India subsidiary signed another lease agreement for occupying an additional space of 21,600 sq ft on the ground floor of the same building where its current facility is located, to further expand its manufacturing and assembly capacity. This lease provides for a monthly payment of US$ 12,033 plus taxes and expires on May 31, 2032, subject to further renewal on mutually acceptable terms. In December 2020, SSI India had leased a house to provide residential accommodation to Dr Sudhir Srivastava pursuant to the terms of his employment agreement. This lease agreement has since been terminated and effective August 1, 2023, SSI India leased another house to provide residential accommodation to Dr Sudhir Srivastava. This lease provides for a monthly payment of US$ 16,349 plus taxes. NOTE 11 – RELATED PARTY TRANSACTIONS As of 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 March 31, December 31, 2024 2023 Loan payable 1,409,555 1,466,463 Loan payable $ 1,409,555 1,466,463 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. 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. NOTE 12 – SUBSEQUENT EVENTS 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 needs. 13