What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-02-19 compared with 2025-01-14 · 126 added, 180 removed, 153 unchanged (67% of the section changed)

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that constitute forward-looking statements.

Any and all statements contained in this Amendment that are not statements of historical fact

may be deemed forward-looking statements.

Any and all statements contained in this Amendment that are not statements of historical

fact may be deemed forward-looking statements.

Terms such as “ may ,” “ might ,” “ would ,”

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may include, without limitation, statements regarding:

the plans and objectives of management for future

operations, including plans or objectives relating to the marketing of our surgical robotic systems both in and out of India;

the timing or likelihood of regulatory filing,

approvals and required licenses for marketing our surgical robotic systems in the U.S., the European Union (the “ EU ”)

plans and objectives of management for future operations, including plans or objectives relating

to the marketing of our surgical robotic systems both in and out of India;

timing or likelihood of regulatory filing, approvals and required licenses for marketing

our surgical robotic systems in the U.S., the European Union (the “ EU ”)

and in other countries outside of India;

our ability to adequately protect our intellectual

property rights and enforce such rights to avoid violation of the intellectual property rights of others;

the timing, costs and other aspects of our surgical

robotic systems;

our estimates regarding the market opportunity,

clinical utility, potential advantages and market acceptance of our surgical robotic systems;

the impact of government laws and regulations;

our ability to recruit and retain qualified research

and development personnel;

difficulties in maintaining commercial scale manufacturing

capacity and capability and our ability to generate growth;

uncertainty in industry demand;

general economic conditions and market

conditions in our industry;

(xi) a projection of income (including

income/loss), earnings (including earnings/loss) per share, capital expenditures, dividends,

capital structure or other financial items;

our future financial performance, including any such statement contained in a discussion and analysis

of financial condition by management or in the results of operations included pursuant to the rules and regulations of the SEC;

Changes resulting from the restatement of our condensed consolidated

financial statements included in this Report.

ability to adequately protect our intellectual property rights and enforce such rights to

avoid violation of the intellectual property rights of others;

timing, costs and other aspects of our surgical robotic systems;

estimates regarding the market opportunity, clinical utility, potential advantages and market

acceptance of our surgical robotic systems;

impact of government laws and regulations;

ability to recruit and retain qualified research and development personnel;

(viii) difficulties

in maintaining commercial scale manufacturing capacity and capability and our ability to

generate growth;

(ix) uncertainty

in industry demand;

economic conditions and market conditions in our industry;

projection of income (including income/loss), earnings (including earnings/loss) per share,

capital expenditures, dividends, capital structure or other financial items;

future financial performance, including any such statement contained in a discussion and

analysis of financial condition by management or in the results of operations included pursuant

to the rules and regulations of the SEC;

(xiii) Changes

resulting from the restatement of our condensed consolidated financial statements included

in this Report.

These statements are not guarantees of future

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In July and August 2022, AVRA and the management

of Cardio Ventures es”) began discussions to explore potential merger synergies, leading to a formal agreement in November 2022

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 (“Merger Agreement”).

Cardio Ventures was

primarily seeking a platform to raise funds in the U.S.

of Cardio Ventures Inc.

(“CardioVentures) began discussions to explore potential merger synergies, leading to a formal agreement

in November 2022 by and among the Company, a wholly owned subsidiary of the Company (“ Merger Sub ”), CardioVentures

Sudhir Srivastava, who, through his holding company, owned a controlling interest in CardioVentures (“Merger Agreement”).

Cardio Ventures was primarily seeking a platform to raise funds in the U.S.

to support operations of its subsidiary, SSI India.

AVRA’s ability to attract

funds from its high-net-worth investors became a focal point in these discussions, presenting a path for AVRA shareholders to also benefit

from the merger.

Consequently, as part of the merger strategy, AVRA raised funds through convertible notes (at the rate of 7% interest

per annum), which were subsequently provided to Cardio Ventures via convertible notes issued by Cardio Ventures.

Investors like Andrew

Economos and Dr.

Fred Moll, both existing AVRA shareholders, contributed to these notes, foreseeing significant commercial benefits and

the potential for AVRA’s turnaround post-merger, despite AVRA’s status as an inactive company at the time.

On April 14, 2023,

we consummated the acquisition of by merger of CardioVentures, Inc., pursuant to the Merger Agreement.

ability to attract funds from its high-net-worth investors became a focal point in these discussions, presenting a path for AVRA shareholders

to also benefit from the merger.

Consequently, as part of the merger strategy, AVRA raised funds through convertible notes (at the rate

of 7% interest per annum), which were subsequently provided to Cardio Ventures via convertible notes issued by Cardio Ventures.

like Andrew Economos and Dr.

Fred Moll, both existing AVRA shareholders, contributed to these notes, foreseeing significant commercial

benefits and the potential for AVRA’s turnaround post-merger, despite AVRA’s status as an inactive company at the time.

April 14, 2023, we consummated the acquisition of by merger of CardioVentures, Inc., pursuant to the Merger Agreement.

The Company is currently engaged in the business

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of production which eventually helps us make our surgical robotic system cost effective and relatively affordable.

The condensed consolidated financial statements appearing elsewhere

in this report have been prepared assuming the Company will continue as a going concern.

In the second half of 2022, the Company commercially

launched its “ SSI Mantra ” robotic surgical system in India.

As of June 30, 2023, we have sold 9 systems, which have

performed more than 230 procedures of various types involving varying degrees of complexities.

The condensed consolidated financial statements

appearing elsewhere in this report have been prepared assuming the Company will continue as a going concern.

In the second half of 2022,

the Company commercially launched its “ SSI Mantra ” robotic surgical system in India.

During the three months ended

March 31, 2024, we have sold 5 systems, which have performed more than 230 procedures of various types involving varying degrees of complexities.

Results of Operations

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conjunction with our condensed consolidated financial statement and Notes thereto.

This section of the Report

generally discusses 2023 and 2022 items and quarter-to- quarter comparisons between 2023 and 2022.

This section of the Report generally discusses 2024

and 2023 items and quarter-to- quarter comparisons between 2024 and 2023.

The Company has recently commenced its commercial

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The following table provides selected balance

sheet data for our Company as of June 30, 2023, and December 31, 2022:

sheet data for our Company as of March 31, 2024, and December 31, 2023:

Balance Sheet Data

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Total Liabilities

Total Stockholders’ Equity / (deficit)

* Amounts for the year ended December 31, 2022, represent

consolidated financials for Cardio Ventures Inc.

(ultimate holding company before the merger

** Represents Fixed Deposits held by bank as security

for bank facilities and certain performance guarantees.

Total liabilities and stockholders' equity

Fixed Deposits held by bank as security for bank facilities and certain performance guarantees.

To date, the Company has mainly relied on

debt and equity raised in private offerings to finance its operations.

Subsequent to June 2023, the Company plans to raise additional

Subsequent to March 2024, the Company plans to raise additional

capital through further private or public offerings.

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capital, we could be faced with having to limit our expansion plans, research and development and marketing activities

Three months ended

the Three months ended

(As restated)

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Cost of revenue

Research & development expense

Research & development

Stock compensation expense

Depreciation and amortization expense

Selling, general and administrative expense

Depreciation and amortization

Selling, general and administrative

Loss from operations

Other income (expenses)

Three months ended June 30, 2023, as

compared to three months ended June 30, 2022

Income tax expense

Three months ended March 31, 2024, as compared to three months

ended March 31, 2023

Total Revenue.

We had revenues of $3,637,693

(comprising $1,424,783 of system sales, $467,030 of instrument sales), for the three months ended June 30, 2023, compared to $0 for the

three months ended June 30, 2022.

The increase in net total is primarily due to sale of increased number of surgical robotic systems

and instruments in the period ended June 30, 2023 as compared to the period ended June 30, 2022.

(comprising $3,494,759 of system sales, $118,515 of instrument sales, $9,407 of warranty sales and $15,012 of lease income), for the three

months ended March 31, 2024, compared to $370,120 (comprising $355,414 of system sales, $14,706 of instrument sales) for the three months

ended March 31, 2023.

The increase in net total is primarily due to sale of increased number of surgical robotic systems and instruments

during the three months ended March 31, 2024 as compared to three months ended March 31, 2023.

Research and development expense.

and development expenses were $246,426 during the three months ended June 30, 2023 and $337,407 for the three months ended June 30, 2022.

and development expenses were $527,991 during the three months ended March 31, 2024 and $242,127 for the three months ended March 31,

Research and development expense primarily consists of salaries paid to engineers, amounting to $191,487 and $209,991 for the period

ended June 30, 2023, and 2022, respectively.

ended March 31, 2024 and 2023, respectively.

The increase in the Research and development expenses as compared to the previous year is

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and further expanding its product offerings.

compensation expense.

We had compensation expenses of $8,150 and $nil during three months ended June 30, 2023 and June 30, 2022,

respectively.

The substantial increase in the stock compensation expense in 2023 is primarily the result of the award of stock

grants to advisors.

Stock compensation expense.

compensation expenses of $7,108,750 and $nil for three months ended March 31, 2024 and March 31, 2023, respectively.

The substantial

increase in the stock compensation expense for three months ended March 31, 2024 is primarily the result of additional stock options

granted to executive officer of the Company in February 2024 under Incentive Stock Plan, in recognition of their efforts in developing

and commercializing our SSi Mantra system.

Depreciation and amortization expense.

We had depreciation and amortization expense of $34,466 for the period ended June 30,2023, as compared to $23,302 for the period

ended June 30, 2022.

We had depreciation and amortization expense of $80,101 for three months ended March 31, 2024, as compared to $32,591 for the period

ended March 31, 2023.

The depreciation and amortization expenses primarily consist of depreciation on fixed assets only.

Selling, general and administrative expense.

We incurred $5,669,690 in general and administrative expenses during the three months ended June 30, 2023, and $364,345, June 30,

2022, respectively.

We incurred $2,843,659 in general and administrative expenses during the three months ended March 31, 2024 as compared to $873,858

for the three months ended March 31, 2023, respectively.

Our SG&A expense comprise of expense relating

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senior management and other support personnel in enabling functions, telecommunications, utilities, travel and other miscellaneous administrative

S,G&A expense also include acquisition-related costs, legal and professional fees (which represent the costs of third party

SG&A expense also include acquisition-related costs, legal and professional fees (which represent the costs of third party

legal, tax, accounting, immigration and other advisors), investment in product development, digital technology, advanced automation and

robotics, related to grant of our equity awards to members of our board of directors.

We expect our S,G&A expense to increase as

we continue to strengthen our support and enabling functions and invest in leadership development, performance management and training

The increase in S,G&A expense resulted

from the increased scale of commercial operations during the period June 30, 2023 as compared to the period ended June 30, 2022.

We expect our SG&A expense to increase as we

continue to strengthen our support and enabling functions and invest in leadership development, performance management and training programs.

The increase in SG&A expense resulted

from the increased scale of commercial operations for three months ended March 31, 2024 as compared to the three months ended March 31,

Other income/expenses .

other expenses of $333,353 for the three months ended June 30, 2023 as compared to $26,971 of other expenses during the three months

ended June 30, 2022.

The increase in interest expense from June 30, 2022 to June 30, 2023 resulted from an increase in bank borrowings

for working capital from HDFC bank in India.

other expenses of $9,434 for the three months ended March 31, 2024 as compared to $242,387 of other expenses for three months ended March

The reduction in interest expense from March 31, 2023 to March 31, 2024 resulted from an increase in interest income on fixed

deposits with HDFC bank in India.

We incurred a net loss of

$5,524,488 for the three months ended June 30, 2023, as compared to a net loss of $752,025 for the three months ended June 30, 2022.

The increase in net loss from June 30, 2022 to June 30, 2023 is primarily the result of the increase in general and administrative expenses

of $5,305,445 respectively.

For the Six months ended

(As Restated)

Total Revenue

Cost of revenue

Research & development expense

Stock compensation expense

Depreciation and amortization expense

Selling, general and administrative

Loss from operations

Other income (expenses)

Six months ended June 30, 2023, as compared

to six months ended June 30, 2022

Total Revenue.

We had revenues

of $2,261,933 (comprising $1,780,197 of system sales, $481,736 of instrument sales) for the six months ended June 30, 2023, as compared

to $0 for the six months ended June 30, 2022.

The increase in net total is primarily due to sale of increased number of surgical robotic

systems and instruments in the period ended June 30, 2023 as compared to the period ended June 30, 2022.

Research and development expense.

and development expenses were $488,553 during the six months ended June 30, 2023 and June 30, 2022 were $799,917.

Research and development

expense primarily consists of salaries paid to engineers, amounting to $297,123 and $295,587 for the period ended June 30, 2023, and

2022, respectively.

The increase in the Research and development expenses as compared to the previous year is in line with the Company’s

continued focus on improving the design and technological capabilities of its existing SSi Mantra system and further expanding its product

compensation expense.

We had compensation expenses of $8,150 and $nil during the six months ended June 30, 2023, and June 30,

2022, respectively.

The substantial increase in the stock compensation expense in 2023 is primarily the result of the award of stock

grants to advisors.

Depreciation and amortization expense.

We had depreciation and amortization expense of $67,057 for the period ended June 30,2023, as compared to $47,033 for the period

ended June 30, 2022.

The depreciation and amortization expenses primarily consist of depreciation on fixed assets only.

Selling, general and administrative expense.

incurred $6,543,648 and $809,217 in general and administrative expenses during the six months ended June 30, 2023, and June 30, 2022,

respectively.

The increase in S, G&A expense resulted

from the increased scale of commercial operations during the period June 30, 2023 as compared to the period ended June 30, 2022.

Other income/expenses .

$575,740 in other expenses for the six months ended June 2023, as compared to $43,121 in other expenses during the six months ended June

The increase in interest expense from June 30, 2022 to June 30, 2023 resulted from an increase in bank borrowings for working

capital from HDFC bank in India.

We incurred a net loss

of $6,837,504 for the six months ended June 30, 2023, as compared to a net loss of $1,699,288 for the six months ended June 30, 2022.

The increase in net loss from June 30, 2022 to June 30, 2023 is primarily the result of the increase in general and administrative expenses

of $5,734,431 respectively.

$9,841,753 for three months ended March 31, 2024, as compared to a net loss of $1,313,016 for the three months ended March 31, 2023.

The increase in net loss from March 31, 2023 to March 31, 2024 is primarily the result of the increase in general and administrative

expenses of $1,969,801 and stock compensation expense of $7,108,750 on account of stock awards and options granted to the employees and

executive officers of the Company respectively.

Liquidity and Capital Resources

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continue to finance its research and development work in the field of surgical robotics.

On April 15, 2023, the Company executed a

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

(“Sushruta”), 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 $20,000,000 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.

As of June 30, 2023, $1,225,000 in advances were outstanding under the

line of credit note.

The Company had a working capital deficit

of $385,789 and an accumulated deficit of $10,470,562 as of June 30, 2023.

The Company also had a net loss of $6,837,504 for the

six months ended June 30, 2023, and $5,524,488 for the three months ended June 30, 2023.

For the Six Months ended

(As Restated)

Between February 1, 2024, and February 14,

2024, the Company raised $2,450,000 million through a private offering of 7% One-Year Convertible Promissory Notes (“Notes”)

from two affiliates of $1,000,000 each and $450,000 from three 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.

In April 2024, the Company has raised $2,000,000

from Sushruta Pvt Ltd.

by issuance of two, One-Year 7% Promissory Notes of $1,000,000 each, to meet certain working capital needs.

While we have been successful in raising funds

to meet our working capital needs to date, believe that we have the resources to do so for the balance, we do not have any committed sources

of funding and there are no assurances that we will be able to secure additional funding if and when needed.

The condensed consolidated

financial statements included in this report have been prepared assuming that the Company will continue as a going concern;

the efforts noted above are not successful, it would raise substantial doubt about the Company’s ability to continue as a going

If we cannot obtain financing, then we may be forced to further curtail our operations or consider other strategic alternatives.

Even if we are successful in raising the additional financing, there is no assurance regarding the terms of any additional investment

and any such investment or other strategic alternative would likely substantially dilute our current shareholders.

For the Three months ended

Net cash provided by operating activities:

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Net cash used in operating activities

Net cash (used in)/ provided by investing activities

Net cash used in investing activities

Net cash provided by financing activities

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Cash Flows from Operating Activities

During the six months ended June 30, 2023,

During the three months ended March 31, 2024,

net cash used in operating activities was $1,249,038 resulting from our net loss of $9,841,753 partially offset by non-cash charges of

$5,128,523 primarily driven by depreciation charges and stock compensation expense.

In 2023, we had cash provided by our operating assets

and liabilities of $3,667,525 primarily driven by increases in inventory, accounts payable and prepaid expenses.

During the six months ended June 30, 2022,

$7,598,648 primarily driven by credit loss reserve, depreciation charges and stock compensation expense.

We had cash provided by our

operating assets and liabilities of $994,067 primarily driven by increases in inventory, accounts payable and prepaid expenses.

During the three months ended March 31, 2023,

net cash used in operating activities was $2,484,722, resulting from our net loss of $1,313,016, partially offset by non-cash expenses

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Cash Flows from Investing Activities

During the six months ended June 30, 2023,

During the three months ended March 31, 2024,

we had net cash used in investing activities of $1,550,135 in purchase of property and equipment.

During the six months ended June 30, 2022,

During the three months ended March 31, 2023,

we had net cash used in investing activities of $71,881 in purchase of property and equipment.

Cash Flows from Financing Activities

During the six-months ended June 30, 2023,

During the three-months ended March 31, 2024,

we had net cash, provided by financing activities of $2,638,259, which comprised of $188,259 in proceeds from our bank overdraft facility

(net), $1,225,000 in proceeds from issuance of convertible notes to principal shareholder, $3,000,000 in proceeds from issuance of convertible

notes to other investors and $142,895 on account of repayment of term loans.

During the six months ended June 30, 2022,

we had net cash used in financing activities of $809,411, which comprised of $897,979 in proceeds from our bank overdraft facility (net).

There was a decrease of $88,568 on account of repayment of term loans.

(net), $2,450,000 in proceeds from issuance of the convertible notes to our principal shareholder and other investors as set forth above.

During the three months ended March 31, 2023,

we had net cash used provided by financing activities of $2,616,260, which comprised of $740,358 in proceeds from our bank overdraft

facility (net), $2,000,000 in proceeds from issuance of convertible notes to principal shareholder.

There was a decrease of $124,098

on account of repayment of term loans.

While we have been successful in raising funds

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date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

results could differ from those estimates.

Significant estimates included discount rate for measuring significant financing

component for deferred collections in revenue contracts, fair value of stock options, incremental borrowing rate for leases and useful

life of property plant and equipment.

Actual results could differ from those estimates.

Significant estimates included discount rate for measuring significant financing component

for deferred collections in revenue contracts, fair value of stock options, incremental borrowing rate for leases and useful life of

property plant and equipment.

Off-Balance Sheet Arrangements

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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/A

Item 2. Management’s Discussion and Analysis