What changed in this filing

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Item 3. Legal Proceedings

2025-04-15 compared with 2024-03-22 · 26 added, 49 removed, 3 unchanged (96% of the section changed)

Legal Proceedings.

In 2014, Avra Surgical Robotics, Inc., a Delaware

corporation (“ Avra Surgical ”), of which Barry F.

Cohen, our Chief Operating Officer – Americas and a director,

was Chief Executive Officer, a director and a principal stockholder, got into a dispute with the law firm of Quinn Emmanuel Urquhart &

Sullivan LLP (“ Quinn Emmanuel ”) over legal fees allegedly due Quinn Emmanuel.

Avra Surgical, which was seeking to develop

a robotic surgery system using certain technology developed in Germany by then had ceased operations.

These events occurred prior to the

formation of the Company as Avra Medical Robotics, Inc.

Other than the facts that both Avra Surgical and our Company shared the Avra name

Cohen was an officer, director and principal stockholder of both companies, there was no relationship between the two companies.

On May 26, 2020, Quinn Emmanuel filed a petition

in the Supreme Court of the State of New York, New York County against Avra Surgical, the Company (then known as Avra Medical Robotics,

Inc.), Barry F.

Cohen, Jared B.

Stamell, an attorney affiliated with Avra Surgical and various individuals who at that time were or had

been affiliated with Avra Surgical and or the Company (collectively, “ Respondents ”).

The petition sought to recover

the legal fees from the Respondents on the basis that they were “alter egos” of Avra Surgical.

Other than the commonality

of the Avra name and Mr.

Cohen having been an officer, director and principal stockholder of both companies, there was no relationship

between the two companies.

As the Company and Mr.

Cohen never received notice

of filing of the petition or of subsequent proceedings (although Quinn Emmanuel filed affidavits with the Court stating that they had

been duly served), neither the Company nor Mr.

Cohen entered an appearance in the matter.

The Company recently learned from a third party

that in November 2020, the Court had rendered a decision holding that the Company and Messrs.

Cohen and Stamell were “alter egos”

of Avra Surgical and therefore were liable for payment of the Quinn Emmanuel legal fees.

In addition, the Company also recently learned

that in December 2023, the Court ordered the entry of a judgment against Avra Surgical, the Company and Messrs.

Cohen and Stamell in the

amount of $296,000 plus interest from November 2020.

The Company is currently evaluating its legal

options with respect to the matter.

Notwithstanding the foregoing, Mr.

Cohen and the Company have entered into an Indemnification Agreement,

pursuant to which Mr.

Cohen has agreed to fully indemnify the Company for any damages and costs (including legal fees) it incurs in connection

with the action.

Other than the foregoing, there are no legal proceedings

currently pending or threatened against us.

However, from time to time, we may become involved in various lawsuits and legal proceedings

which arise in the ordinary course of business.

Litigation is subject to inherent uncertainties, and an adverse result in any such matter

may harm our business.

In April 2024, an ex-shareholder of Otto Pvt

Ltd., an indirect wholly owned Bahamian subsidiary of SSi(“Otto”) commenced litigation in the Bahamas, seeking legal confirmation

that it holds 9,000 shares (approximately a 9% interest) in Otto.

The litigation, in which Otto is one of the defendants, relates to

a purported transaction in 2021, at which time Dr.

Sudhir Srivastava, the Company’s Chairman, Chief Executive Officer and principal

shareholder, was the sole shareholder of Otto.

The plaintiff in the litigation alleges that at that time, it acquired the 9,000 Otto

shares from Dr.

However, as the plaintiff failed to pay the agreed upon consideration for the shares, in July 2022, the shareholding

was cancelled.

Srivastava along with Otto, has recently filed an action in the Bahamas to confirm the cancellation of the shares

and reconfirm their ownership and both actions are pending in the Bahamian courts.

The Bahamian court has issued an interim order to

maintain the status quo as it stands today with respect to the 9,000 Otto shares at the center of the dispute, as well as Otto’s

shareholdings in Sudhir Srivastava Innovations Pvt Ltd.

(“SSI-India”), our Indian operating subsidiary and SSI-India’s

assets during the pendency of the litigation.

Based on legal opinions obtained from counsel, the Company believes that there will be

a favorable outcome in this case.

Notwithstanding the foregoing, Dr.

and the Company have entered into an Indemnification Agreement on October 12, 2024, pursuant to which Dr.

Srivastava has agreed to fully

indemnify the Company for any claims, damages and costs (including legal fees) which it incurs in connection with this litigation or in

relation to any of his ventures prior to consummation of the Company’s acquisition by merger of CardioVentures, Inc.

in April 2023.

Mine Safety Disclosures.

1 unchanged sentence

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-K

Item 3. Legal Proceedings