SS Innovations International, Inc. 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock is listed on The Nasdaq Stock Market LLC and commenced trading on April 24, 2025, under the symbol “SSII.” Prior to this listing, our common stock was quoted on the OTC Pink tier of the over-the-counter market maintained by OTC Markets Group, Inc., where trading was sporadic and extremely limited. The listing of our common stock on Nasdaq represents a transition to a national securities exchange, which we believe enhances the visibility of our securities and provides greater access to institutional and retail investors. Notwithstanding our Nasdaq listing, there can be no assurance that an active, orderly, or liquid trading market for our common stock will be sustained, or that the market price of our common stock will not experience significant volatility. Holders of our Common Stock As of the date of this Annual Report, we had 194,356,696 shares of common stock issued and outstanding (not including 5,774,839 shares issuable in connection with the private placement completed on March 6, 2026 – See “ Item1. Business – Recent Development ”) and 303 holders of record of our common stock. One of these holders is CEDE and Company, which is the mechanism used for brokerage firms to hold securities in book entry form on behalf of their clients and as of the date of this Annual Report, they held approximately 42,977,899 shares of common stock for these shareholders. Dividends The payment by us of dividends, if any, in the future rests within the discretion of our board of directors and will depend, among other things, upon our earnings, capital requirements and financial condition, as well as other relevant factors. We have not paid any dividends since our inception and we do not intend to pay any cash dividends in the foreseeable future, but intend to retain all earnings, if any, for use in our business. Any future dividends will be subject to the discretion of our board of directors and will depend upon, among other things, our earnings (if any), operating results, financial condition and capital requirements, general business conditions and other pertinent facts. Under its bank overdraft facility with HDFC Bank, SSI–India is prohibited from declaring and paying dividends, which effectively makes us, as a parent holding company, unable to declare and pay dividends as well. Securities Authorized for Issuance under Equity Compensation Plans Plan category Number of securities to be issued upon exercise of outstanding options, grants warrants and rights Weighted- average exercise price of outstanding options, grants warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holders 11,647,844 Shares $ 4.343 7,787,826 Shares Equity compensation plans not approved by security holders 0 Shares - 0 Shares Total 11,647,844 $ 4.343 7,787,826 (1) Represents shares of common stock under our 2016 Incentive Stock Plan (the “ 2016 Incentive Plan ”). As of the date of this Annual Report, 11,647,844 shares of common stock (comprised of 7,739,432 stock options and 3,908,412 stock grants) were issued under the Incentive Stock Plan. The 2016 Incentive Plan (but not awards under the 2016 Incentive Plan) expired on February 1, 2026, in accordance with its terms. 26 Recent Sales of Unregistered Securities On October 22, 2025, the Company issued 16,000 shares of common stock to an advisor in exchange for advisory services to be rendered over a 5-year period. The total value of such services is $174,240. The value of services is calculated at the fair market value of shares as of the date of the advisory services contract. On December 12, 2025, the Company issued 667 shares of common stock to one individual upon the exercise of warrants previously issued by the Company. The warrants were exercised at $2.50 per share in accordance with their terms resulting in net proceeds of $2,500 in the Company. All of the foregoing securities were issued in accordance with the exemption from registration afforded by Section 4(a)(2) of and/or Regulation D under the Securities Act, as amended, as the persons receiving such shares having provided the Company with appropriate representations as to their investment intent and their status as “ accredited investors ” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. Item 6. [Reserved]