What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-04-01 compared with 2025-03-10 · 156 added, 138 removed, 198 unchanged (60% of the section changed)

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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 ”) 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;

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.

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;

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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whether as a result of new information, future events or otherwise.

The Company was originally incorporated in

the state of Florida on February 4, 2015, under the name “ Avra Surgical Microsystems, Inc., ” and changed its name

to “ Avra Medical Robotics, Inc.

The Company was originally incorporated in the

state of Florida on February 4, 2015, under the name “ Avra Surgical Microsystems, Inc., ” and changed its name to “ Avra

Medical Robotics, Inc.

” (“ AVRA ”) on November 5, 2015.

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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 and Dr.

Sudhir Srivastava, who, through his holding company, owned a controlling interest in CardioVentures (the “ Merger

Agreement ”).

(“ 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 (the “ Merger Agreement ”).

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

to support operations of its subsidiary,

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, pursuant to the Merger Agreement.

to support operations of its subsidiary, SSI India.

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, 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.

During the six months and three

months period ended June 30, 2024, we have sold 14 and 9 systems respectively, 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 nine months and three months period ended September

30, 2024, we have sold 21 and 7 systems respectively, which have performed more than 2,759 procedures of various types involving varying

degrees of complexities.

Results of Operations

The following discussion should be read in conjunction

with our condensed consolidated financial statement and Notes thereto.

This section of the Report generally discusses 2024 and 2023 items

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

The following discussion should be read in conjunction with our condensed

consolidated financial statement and Notes thereto.

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, 2024, and December 31, 2023:

sheet data for our Company as of September 30, 2024, and December 31, 2023:

Balance Sheet Data

September 30,

(As Restated)

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Represents 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 2024, the Company has raised $23,000,000 through

its affiliates till January 2025, and the Company plans to raise additional capital through further private or public offerings.

if we are unable to do so and if we experience a shortfall in operating capital, we could be faced with having to limit our expansion

plans, research and development and marketing activities

To date, the Company has mainly relied on debt and equity raised in

private offerings to finance its operations.

Subsequent to September 2024, the Company has raised $30,500,000 through its affiliates till

January 2025, and the Company plans to raise additional capital through further private or public offerings.

However, if we are unable

to do so and if we experience a shortfall in operating capital, we could be faced with having to limit our expansion plans, research and

development and marketing activities.

For the three months ended

September 30,

(As restated)

September 30,

Total Revenue

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Income tax expense

Three months ended June 30, 2024, as compared to three months

ended June 30, 2023

Three months ended September 30, 2024, as compared to three months

ended September 30, 2023

Total Revenue.

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(comprising $3,969,805 of system sales, $337,580 of instrument sales, $58,547 of warranty sales and lease income $20,584), for the three

months ended June 30, 2024, compared to $1,891,813 (comprising $1,424,783 of system sales and $467,030 of instrument sales) for the three

months ended June 30, 2023.

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, 2024 as compared to the period ended June 30, 2023.

months ended September 30, 2024, compared to $2,187,006 (comprising $2,133,295 of system sales and $53,711 of instrument sales) for the

three months ended September 30, 2023.

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

and instruments in the period ended September 30, 2024, as compared to the period ended September 30, 2023.

Research and development expense.

Research and development expenses were $759,004 during the three months

ended June 30, 2024 as compared to $246,426 for the three months ended June 30, 2023.

Research and development expense primarily consists

of salaries paid to engineers, amounting to $431,920 and $151,560 for the period ended June 30, 2024 and 2023, respectively.

in research and development expenses as compared to the previous period 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 offerings.

and development expenses were $442,839 during the three months ended September 30, 2024, as compared to $291,909 for the three months

ended September 30, 2023.

Research and development expense primarily consists of salaries paid to engineers, amounting to $333,625 and

$155,104 for the period ended September 30, 2024 and 2023, respectively.

The increase in research and development expenses as compared

to the previous period is in line with the Company’s continued focus on improving the design and technological capabilities of its

SSi Mantra surgical robotic system and further expanding its product offerings.

Stock compensation expense.

We had compensation

expenses of $2,443,792 and $8,150 during three months ended June 30, 2024 and June 30, 2023, respectively.

The substantial increase in

the stock compensation expense in 2024 is primarily the result of the award of stock grants to employees of the subsidiaries and the issuance

of stock awards and stock options to executive officers of the Company and its subsidiaries in November 2023 under our Incentive Stock

Plan, in recognition of their efforts in developing and commercializing our SSi Mantra system.

expenses of $2,451,355 and $24,450 during three months ended September 30, 2024 and September 30, 2023, respectively.

The substantial

increase in the stock compensation expense in 2024 is primarily the result of the award of stock grants to employees of the subsidiaries

and the issuance of stock awards and stock options to executive officers of the Company and its subsidiaries in November 2023 under our

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 $90,476 for the period ended June 30, 2024, as compared to $34,466 for the period

ended June 30, 2023.

had depreciation and amortization expense of $119,502 for the period ended September 30, 2024, as compared to $38,644 for the period ended

September 30, 2023.

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

Selling, general and administrative expense.

We incurred $2,244,703 in general and administrative expenses during the three months ended June 30, 2024, as compared to $5,669,790,

June 30, 2023, respectively.

We incurred $2,508,479 in selling, general and administrative (“ SG&A ”) expense during the three months ended

September 30, 2024, as compared to $1,795,945 September 30, 2023.

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

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 decrease in S,G&A expense is due to non-cash

expense incurred relating to shares issued to investors and advisors during the period June 30, 2023.

Other income/expenses .

other expenses of $40,381 for the three months ended June 30, 2024, as compared to $333,353 of other expenses during the three months

ended June 30, 2023.

The reduction in interest expense from June 30, 2023 to June 30, 2024 resulted from an increase in interest income

on fixed deposits with HDFC bank in India.

We incurred other

expenses of $40,715 for the three months ended September 30, 2024, as compared to $46,438 of other expenses during the three months ended

September 30, 2023.

The reduction in interest expense from September 30, 2023 to September 30, 2024 resulted from an increase in interest

income on fixed deposits with HDFC bank in India.

We incurred a net loss of $3,245,483

$4,140,570 for the three months ended June 30, 2024, as compared to a net loss of $5,524,488 for the three months ended June 30, 2023.

The decrease in net loss from June 30, 2023 to June 30, 2024 is primarily the result of the decrease in general and administrative expenses

of $3,425,087 and increase in stock compensation expense of $2,435,642 on account of stock awards and options granted to the employees

and executive officers of the Company respectively.

For the Six months ended

for the three months ended September 30, 2024, as compared to a net loss of $1,898,538 for the three months ended September 30, 2023.

The increase in net loss from September 30, 2023 to September 30, 2024 is primarily the result of the increase in general and administrative

expenses of $712,534 and stock compensation expense of $2,426,905 on account of stock awards and options granted to the employees and

executive officers of the Company respectively.

For the nine months ended

September 30,

(As restated)

September 30,

Total Revenue

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(17,227,806 )

Six months ended June 30, 2024, as compared to Six months

ended June 30, 2023

Nine months ended September 30, 2024, as compared to nine months

ended September 30, 2023

Total Revenue.

We had revenues of $12,533,335

(comprising $7,752,957 of system sales, $322,636 of instrument sales, $38,202 of warranty sales and lease income $33,024), for the six

months ended June 30, 2024, compared to $2,261,933 (comprising $1,780,197 of system sales and $481,736 of instrument sales) for the six

months ended June 30, 2023.

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, 2024 as compared to the period ended June 30, 2023.

(comprising $11,722,762 of system sales, $660,216 of instrument sales, $96,749 of warranty sales and lease income $53,608), for the nine

months ended September 30, 2024, as compared to $4,448,939 (comprising $3,913,492 of system sales and $535,447 of instrument sales) for

the nine months ended September 30, 2023.

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

systems and instruments in the period ended September 30, 2024, as compared to the period ended September 30, 2023.

Research and development expense.

and development expenses were $1,286,995 during the six months ended June 30, 2024 as compared to $488,553 for the three months ended

June 30, 2023.

and development expenses were $1,729,834 during the nine months ended September 30, 2024, as compared to $780,462 for the nine months

ended September 30, 2023.

Research and development expense primarily consists of salaries paid to engineers, amounting to $954,621 and

for the period ended June 30, 2024 and 2023, respectively.

The increase in 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 offerings.

$452,227 for the period ended September 30, 2024 and 2023, respectively.

The increase in 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

SSi Mantra surgical robotic system and further expanding its product offerings.

Stock compensation expense.

We had compensation

expenses of $9,552,542 and $8,150 during six months ended June 30, 2024 and June 30, 2023, respectively.

The substantial increase in the

stock compensation expense in 2024 is primarily the result of the award of stock grants to employees of the subsidiaries and the issuance

of stock awards and stock options to executive officers of the Company and its subsidiaries in November 2023 under our Incentive Stock

Plan, in recognition of their efforts in developing and commercializing our SSi Mantra system.

expenses of $12,003,897 and $32,600 during nine months ended September 30, 2024 and September 30, 2023, respectively.

The substantial

increase in the stock compensation expense in 2024 is primarily the result of the award of stock grants to employees of the subsidiaries

and the issuance of stock awards and stock options to executive officers of the Company and its subsidiaries in November 2023 under our

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 $170,577 for the period ended June 30, 2024, as compared to $67,057 for the period

ended June 30, 2023.

had depreciation and amortization expense of $290,079 for the period ended September 30, 2024, as compared to $105,701 for the period

ended September 30, 2023.

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

Selling, general and administrative expense.

We incurred $5,088,362 in general and administrative expenses during the six months ended June 30, 2024, as compared to $6,543,648,

June 30, 2023, respectively.

We incurred $7,596,841 in SG&A expense during the nine months ended September 30, 2024, as compared to $8,339,593 September 30,

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

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 decrease in S,G&A expense is due to non-cash

expense incurred relating to shares issued to investors and advisors during the period June 30, 2023.

The decrease in SG&A expense is due to non-cash

expense incurred relating to shares issued to investors and advisors during the period September 30, 2023.

Other income/expenses .

other expenses of $49,815 for the six months ended June 30, 2024, as compared to $575,740 of other expenses during the six months ended

June 30, 2023.

The reduction in interest expense from June 30, 2023 to June 30, 2024 resulted from an increase in interest income on

fixed deposits with HDFC bank in India.

We incurred other

expenses of $90,530 for the nine months ended September 30, 2024, as compared to $622,178 of other expenses during the nine months ended

September 30, 2023.

The reduction in interest expense from September 30, 2023 to September 30, 2024 resulted from an increase in interest

income on fixed deposits with HDFC bank in India.

We incurred a net loss of $17,227,806

$13,932,508 for the six months ended June 30, 2024, as compared to a net loss of $6,837,504 for the six months ended June 30, 2023.

increase in net loss from June 30, 2023 to June 30, 2024 is primarily the result of the decrease in general and administrative expenses

of $1,455,286 and increase in stock compensation expense of $9,544,392 on account of stock awards and options granted to the employees

for the nine months ended September 30, 2024, as compared to a net loss of $8,736,042 for the nine months ended September 30, 2023.

increase in net loss from September 30, 2023 to September 30, 2024 is primarily the result of the decrease in general and administrative

expenses of $742,752 and increase in stock compensation expense of $11,971,297 on account of stock awards and options granted to the employees

and executive officers of the Company respectively.

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

In July 2024, the Company has further raised $500,000

from its affiliate by issuance of One-Year 7% Promissory Notes to finance its ongoing working capital requirements.

While we have been successful in raising funds

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

For the six months ended

For the nine months ended

September 30,

(As restated)

September 30,

Net cash provided by operating activities:

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Net cash used in operating activities

(10,967,911 )

Net cash (used in)/ provided by investing activities

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Cash at end of year

Cash Flows from Operating Activities

During the six months ended June 30, 2024,

net cash used in operating activities was $3,694,486 resulting from our net loss of $13,982,323 partially offset by non-cash charges

of $10,361,093 primarily driven by credit loss reserve, depreciation charges and stock compensation expense.

We had cash used in our

operating assets and liabilities of $73,476 primarily driven by increases in inventory, accounts payable and prepaid expenses.

During the six months ended June 30, 2023, net

cash used in operating activities was $5,376,506 resulting from our net loss of $6,837,504 partially offset by non-cash charges of $5,128,523

Cash Flow from Operating Activities

During the nine months ended September 30, 2024, net cash used in operating

activities was $6,241,269 resulting from our net loss of $17,227,806 partially offset by non-cash charges of $13,150,465 primarily driven

by credit loss reserve, depreciation charges and stock compensation expense.

We had cash used in our operating assets and liabilities

of $2,163,928 primarily driven by increases in inventory, accounts payable and prepaid expenses.

During the nine months ended September 30, 2023,

net cash used in operating activities was $10,967,911 resulting from our net loss of $8,736,042 partially offset by non-cash charges of

$5,245,448 primarily driven by depreciation charges and stock compensation expense.

We had cash used in our operating assets and liabilities of $3,667,525

primarily driven by increases in inventory, accounts receivable and prepaid expenses.

Cash Flows from Investing Activities

During the six months ended June 30, 2024,

We had cash used in our operating assets and liabilities

of $7,477,317 primarily driven by increases in inventory, accounts receivable and prepaid expenses.

Cash Flow from Investing Activities

During the nine months ended September 30, 2024, we had net cash used

in investing activities of $536,337 in purchase of property and equipment.

During the nine months ended September 30, 2023,

we had net cash used in investing activities of $326,078 in purchase of property and equipment.

During the six months ended June 30, 2023, we

had net cash used in investing activities of $105,536 in purchase of property and equipment.

Cash Flows from Financing Activities

During the six months ended June 30, 2024,

Cash Flow from Financing Activities

During the nine months ended September 30, 2024,

we had net cash, provided by financing activities of $6,014,946, which comprised of $1,064,946 in proceeds from our bank overdraft facility

(net), $4,450,000 in proceeds from issuance of convertible notes to principal shareholder and other investors as set forth above.

During the six-months ended June 30, 2023, we

had net cash, provided by financing activities of $5,759,682, which comprised of $1,677,577 in proceeds from our bank overdraft facility

(net), $1,000,000 in proceeds from issuance of convertible notes to principal shareholder, $ 1,450,000 proceeds from issuance of convertible

notes to other investors and $2,500,000 in proceeds from issuance of promissory notes to principal shareholder.

During the nine months ended September 30, 2023,

we had net cash, provided by financing activities of $22,645,723, which comprised of $2,705,568 in proceeds from our bank overdraft facility

(net), $16,980,000 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.

notes to other investors, $50,000 in proceeds from issuance of common stock against warrants and options and $89,845 on account of repayment

of term loans.

While we have been successful in raising funds

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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