What changed in this filing

/stocks — the workspaceLOADING

Item 3. Legal Proceedings

2026-03-10 compared with 2025-04-15 · 87 added, 24 removed, 5 unchanged (96% of the section changed)

Legal Proceedings.

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

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 shareholder, had a dispute with Quinn Emmanuel Urquhart & Sullivan LLP (“ Quinn

Emmanuel ”) over legal fees allegedly due to 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 our formation as Avra Medical

Robotics, Inc.

Other than the facts that both Avra Surgical and we shared the Avra name and that Mr.

Cohen was an officer, director and

principal shareholder 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 us (collectively, “ Respondents ”).

The petition sought to recover the

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

As we and Mr.

Cohen never received notice of

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

been duly served), neither we nor Mr.

Cohen entered an appearance in the matter.

In early 2024, we learned from a third party

that in November 2020, the court had rendered a decision holding that we 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, we also learned that in December

2023, the court ordered the entry of a judgment against Avra Surgical, us and Messrs.

Cohen and Stamell in the amount of $296,000 plus

interest from November 2020.

Stamell appealed the judgement against

him on the basis that Quinn Emmanuel had not presented any evidence to support the finding that Mr.

Stamell was an alter ego of Avra

Surgical or that Avra Surgical had transferred any assets to us.

The Appellate Division, First Department ruled in favor of Mr.

and in December 2024 entered an order vacating the judgment against him.

As a result of the foregoing, in April 2025,

Quinn Emmanuel moved to sever Mr.

Stamell from the case and for judgement to be reentered against Avra Surgical, Mr.

Cohen and us.

motion was granted on July 22, 2025.

In addition, in June 2025, Quinn Emmanuel moved on an ex parte basis to authorize service on Mr.

Cohen and us by email to Mr.

Cohen’s email or text to his cell phone.

In connection therewith, Quinn Emmanuel alleged that Mr.

Cohen and we had made efforts to evade service.

That motion was granted on July 1, 2025.

Quinn Emmanuel entered a revised judgment against

Avra Surgical, Mr.

Cohen and us on November 13, 2025.

We are not aware of any efforts Quinn Emmanuel has undertaken to enforce the judgment

since that time.

Notwithstanding the foregoing, Mr.

and the Company have entered into an indemnification agreement, pursuant to which Mr.

Cohen has agreed to fully indemnify us for any damages

and costs (including legal fees) we incur in connection with the action.

In April 2024, an ex-shareholder of Otto Pvt Ltd., an indirect wholly

owned Bahamian subsidiary of the Company (“ 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.

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

purported transaction in 2021, at which time Dr.

Sudhir Srivastava, our 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., our Indian operating subsidiary (“ SSI-India ”) and SSI-India’s assets during

the pendency of the litigation.

Based on legal opinions obtained from counsel, we believe that there will be a favorable outcome in this

Notwithstanding the foregoing, we have entered

into an Indemnification Agreement with Dr.

Srivastava on October 12, 2024, pursuant to which Dr.

Srivastava has agreed to fully indemnify

us for any claims, damages and costs (including legal fees) which we incur in connection with this litigation or in relation to any of

his ventures prior to consummation of our acquisition by merger of CardioVentures, Inc.

in April 2023.

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.

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