SS Innovations International, Inc. 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Introduction The Company is engaged in the business of developing, manufacturing, and selling a surgical robotic system under our proprietary brand “ SSi Mantra ,” together with allied accessories and a wide range of surgical instruments capable of supporting cardiac and a variety of other surgical procedures under our proprietary brand “SSi Mudra”. Having commenced commercial sales of our surgical robotic system in the second half of 2022, the year 2023 was our first full year of commercial sales and during the year 2024, we introduced our upgraded SSi Mantra 3 system, further consolidated our installed base of SSi Mantra in various parts of India and began to expand our presence in other global markets. Those efforts continued during 2025 with filing for U.S. FDA approval and EU CE mark approval during the year ended December 31, 2025, and are ongoing in 2026. We are also undertaking development efforts to expand our product line in connection with our goal to make robotic surgery more affordable and accessible. Our financial performance is largely driven by increasing awareness of the benefits of robotically assisted surgery, reduced learning curves for robotic surgeons and the affordability and accessibility of surgical robotic technology. Our financial performance is also dependent on our obtaining regulatory approvals in various regulated markets where we plan to sell our products. Robotically assisted surgeries are increasingly being recognized as an approved treatment modality from an insurance coverage perspective. Our manufacturing operations being based in India derive significant operating cost advantages in terms of availability of quality and cost-effective fabrication/3D printing solutions, electronic/electrical/mechanical components, outsourced services and skilled manpower. All these factors help us in having lower costs of production which eventually helps us make our surgical robotic system cost effective and relatively affordable. During the three months ended March 31, 2026, we sold 18 SSi Mantra surgical robotic systems and installed 3 systems on a pay-per-use basis and upgraded 2 systems. Results of Operations Introduction The financial statements appearing elsewhere in this report have been prepared assuming that the Company will continue as a going concern. The Company is still in its initial years of revenue generation by way of the sale of its product and has not yet established consistent operational revenue cash flows to meet all its fixed operating costs and hence may continue to incur losses for some time. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. 37 The following table provides selected balance sheet data for the Company as of: Balance Sheet Data March 31, 2026 December 31, 2025 Cash 15,979,714 3,206,406 Restricted cash** 8,025,966 6,396,614 Total Assets 90,546,889 74,226,217 Total Liabilities 36,023,476 36,007,966 Total stockholders’ equity 54,523,413 38,218,251 ** 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. During the balance of the year ending December 31, 2026, the Company plans to raise additional capital through further private or public offerings of its securities. 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 efforts and marketing activities. Three months ended March 31, 2026, as compared to the three months ended March 31, 2025 For the period ended Particulars March 31, 2026 March 31, 2025 Total Revenue 11,101,366 5,120,610 Cost of revenue (5,774,145 ) (4,033,402 ) Gross profit 5,327,221 1,087,208 Research & development expense 995,440 1,010,095 Stock compensation expense 3,144,315 2,379,212 Depreciation and amortization expense 323,747 208,882 Selling, general and administrative expense 4,502,476 3,410,872 Loss from operations (3,638,757 ) (5,921,853 ) Other income, net 207,538 240,500 Income tax expense 151,322 - Net loss (3,582,571 ) (5,681,353 ) Total Revenue. For the three months ended March 31, 2026,we had revenues of $11,101,366 (comprised of $9,575,370 of system sales, $1,151,228 of instrument sales, $357,686 of warranty sales and lease income $17,082), compared to revenues of $5,120,610 (comprising $4,502,482 of system sales, $477,208 of instrument sales, $122,504 of warranty sales and lease income $18,416), during the three months ended March 31, 2025. The increase in revenue is primarily due to an increase in the number of SSi Mantra 3 surgical robotic systems and instruments sold during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. 38 Research and Development Expenses. Research and development expenses for the three months ended March 31, 2026, were $995,440, as compared to $1,010,095 for the three months ended March 31, 2025. The decrease primarily attributable to cost optimization initiatives and the timing of project-related expenditures, partially offset by continued investments in product development and technology enhancements. Stock compensation expense. We had stock compensation expenses of $3,144,315 and $2,379,212 during the three months ended March 31, 2026 and 2025, respectively. The increase in stock compensation expense was primarily attributable to the issuance of new Restricted Share Awards, as well the vesting of advisory shares during the current period, under the Company’s 2016 Stock Incentive Plan. Depreciation and amortization expense. We had depreciation and amortization expense of $323,747 for three months ended March 31, 2026, as compared to $208,882 for three months ended March 31, 2025. The increase in depreciation and amortization expense was primarily attributable to an increase in fixed assets during the current period. Selling, general and administrative expense . We incurred $4,502,476 in selling, general and administrative (“ SG&A ”) expense during the three months ended March 31, 2026, as compared to $3,410,872 for the three months ended March 31, 2025. Our SG&A expense is comprised of expenses relating to salaries and benefits, retirement benefits as well as costs related to recruitment, other compensation expenses of sales and marketing and client management personnel, sales commission, travel and brand building, client events and conferences, training and retention of senior management and other support personnel in enabling functions, telecommunications, utilities, travel and other miscellaneous administrative costs. SG&A expenses also include 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 grants of our equity awards to members of our board of directors. The increase in SG&A expense compared to the previous period is primarily due to higher legal and underwriting fees and expenses incurred for business events held during the current period, which were not present in the previous period. Other income/expenses, net . We have recognized $207,538 in interest income (net) for the three months ended March 31, 2026, as compared to $240,500 during the three months ended March 31, 2025. The decrease in net income was primarily attributable to the decrease in interest expense on convertible notes during the three months ended March 31, 2026, which was incurred in the prior year period offset by reversal of provision for doubtful debts during the three months period ended March 31, 2025. Income tax expense . For the three months ended March 31, 2026, our income tax expense increased by $151,352 as compared to nil during the three months period ended March 31, 2025, primarily due to the recognition of income tax expense in our Indian operations for the first time. Historically, our Indian subsidiary had incurred tax losses and was not subject to current income tax. However, during the current period, the Indian operations generated sufficient taxable profits, resulting in the recognition of current tax expense. Net Loss . We incurred net loss of $3,582,571 for the three months ended March 31, 2026, as compared to a net loss of $5,681,353 for the three months ended March 31, 2025. The decrease in net loss from March 31, 2026 to March 31, 2025 is primarily the result of increase in gross profit by $4,240,013 and reduction in Research & development expense by $14,655 offset by increases in SG&A expense by $1,091,604, Stock compensation expense by $765,103, Depreciation and amortization expense of $114,865 and income tax expense of $151,352. 39 Liquidity and Capital Resources The Company expects to require substantial funds for scaling up its operations, for incurring capital expenditure to have its own in-house machining and tooling capacity and to continue to finance its research and development work in the field of surgical robotics. For the three months ended Particulars March 31, 2026 March 31, 2025 Net cash provided by operating activities: Net loss (3,582,571 ) (5,681,353 ) Non-cash adjustments 3,239,977 2,384,745 Change in operating assets and liabilities (1,969,342 ) (2,806,766 ) Net cash used in operating activities (2,311,936 ) (6,103,375 ) Net cash used in investing activities (54,189 ) (872,804 ) Net cash provided by financing activities 18,159,697 22,406,019 Net change in cash 15,793,572 15,429,841 Effect of exchange rate on cash (1,390,912 ) 25,412 Cash at beginning of year 9,603,020 6,623,535 Cash at end of year 24,005,680 22,078,788 Cash Flows from Operating Activities During the three months ended March 31, 2026, net cash used in operating activities was $2,311,936 resulting from our net loss of $3,582,571 partially offset by non-cash charges of $3,239,977 primarily driven by depreciation charges, operating lease expense and stock compensation expense. We had cash used in our operating assets and liabilities of $1,969,342 primarily driven by increases in prepaid and other assets offset by increase in deferred revenue and decrease in accounts payables. During the three months ended March 31, 2025, net cash used in operating activities was $6,103,374 resulting from our net loss of $5,681,353 partially offset by non-cash charges of $2,384,745 primarily driven by depreciation charges, operating lease expense and stock compensation expense. We had cash used in our operating assets and liabilities of $2,806,766 primarily driven by increases in inventory, prepaid and other assets offset by a decrease in accounts receivables and increase in deferred revenue. 40 Cash Flows from Investing Activities During the three months ended March 31, 2026, we had net cash used in investing activities of $54,189 in purchase of property and equipment. During the three months ended March 31, 2025, we had net cash used in investing activities of $872,804 in purchase of property and equipment. Cash Flows from Financing Activities Net cash provided by financing activities was $18,159,697 for the three months ended March 31, 2026, compared to $22,406,019 for the three months ended March 31, 2025. Financing activities during the current period were primarily driven by net proceeds of $18,446,498 from Private Investment in Public Equity, partially offset by net repayments under the bank overdraft facility of $286,801. During the three months ended March 31, 2025, we had net cash provided by financing activities of $22,406,019, which comprised of proceeds from $28,000,000 from issuance of convertible notes to our principal shareholder offset by repayment of convertible notes to principal shareholder and other investors amounting to $4,212,637 and $1,068,849 respectively, partially offset by net repayments under the bank overdraft facility of $312,495. Critical Accounting Policies Use of Estimates The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. We consider the policies discussed below to be critical to an understanding of our condensed consolidated financial statements, as their application places the most significant demands on management’s judgment regarding matters that are inherently uncertain at the time an estimate is made. These policies include fair value of stock options and standalone selling price in case of bundled revenue contracts. These accounting policies, estimates and the associated risks are set out below. Future events may not develop exactly as forecasted and estimates routinely require adjustment. 41 Stock Compensation Expense Under the fair value recognition provisions of ASC Topic 718, Compensation-Stock Compensation, cost is measured at the grant date based on the fair value of the award and is amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. Determining the fair value of stock-based awards at the grant date requires significant judgment, including estimating the expected term over which the stock awards will be outstanding before they are exercised and the expected volatility of our stock. As of March 31, 2026, the Company has issued two types of equity incentives: Stock Options: These provide employees with the right, but not the obligation, to purchase shares of the Company’s stock at a specified price, within a defined period, as per the terms of the stock option agreement. Stock-based compensation expense associated with the Company’s 2016 Stock Incentive Plan is measured at fair value using a Black-Scholes option-pricing model at commencement of each offering period and recognized over that offering period. Stock Units (Restricted Stock Units, or RSUs): These do not require the employee to exercise any options. Each stock unit automatically converts into a specified number of shares upon vesting. The Company uses last three months’ average share price of common stock on OTC (prior to April 24, 2025) or on NASDAQ (subsequent to April 24, 2025) as grant date fair value for RSUs. Standalone Selling Price Our system sale arrangements contain multiple products and services, including system, accessories, instruments and services. Other than services, we generally deliver all of the products upfront. Each of these products and services is a distinct performance obligation. System, instruments, accessories and services are also sold on a standalone basis. For multiple-element arrangements, revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are based on observable prices at which we separately sell the products or services. If a standalone selling price is not directly observable, then we estimate the standalone selling prices considering market conditions and entity-specific factors including, but not limited to, historical pricing data, features and functionality of the products and services and industry benchmark. We regularly review standalone selling prices and maintain internal controls over establishing and updating these estimates. Revenue that is allocated to the service obligation is deferred and recognized ratably over the service period upon expiration of first year of service which is free and included in the system sale arrangements. Off-Balance Sheet Arrangements There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. Item 3. Quantitative and Qualitative Disclosures About Market Risk. Not applicable. 42