SS Innovations International Files 2023 Annual Report Amendment

TL;DR

SS Innovations (formerly AVRA Medical Robotics) filed its amended 2023 10-K. Check for updates on their surgical tech.

AI Summary

SS Innovations International, Inc. filed an amendment (10-K/A) to its annual report for the fiscal year ended December 31, 2023. The company, formerly known as AVRA Medical Robotics, Inc., is incorporated in Florida and operates in the surgical and medical instruments sector. Its principal executive offices are located in Gurugram, Haryana, India.

Why It Matters

This filing provides updated or corrected information for the company's 2023 annual performance, which is crucial for investors to assess the company's financial health and strategic direction.

Risk Assessment

Risk Level: medium — As an amendment to a 10-K, this filing suggests there may have been errors or omissions in the original report, requiring further scrutiny by investors.

Key Numbers

• 000-56608 — Commission file number (Identifies the company's filing with the SEC.)
• 47-3478854 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• SS Innovations International, Inc. (company) — Registrant
• AVRA Medical Robotics, Inc. (company) — Former company name
• December 31, 2023 (date) — Fiscal year end
• Florida (location) — State of incorporation
• Gurugram, Haryana, India (location) — Principal executive offices
• 3841 (industry_code) — Standard Industrial Classification for Surgical & Medical Instruments & Apparatus

FAQ

Key Financial Figures

• $0.0001 — ction 12(g) of the Act: Common Stock, $0.0001 par value (Title of class) Indicate b
• $5,875,314 — 2023, the Company had total revenue of $5,875,314 (comprising $5,225,777 of system sales,
• $5,225,777 — total revenue of $5,875,314 (comprising $5,225,777 of system sales, $647,766 of instrument
• $647,766 — (comprising $5,225,777 of system sales, $647,766 of instrument sales and $1,771 of warra
• $1,771 — sales, $647,766 of instrument sales and $1,771 of warranty sales), compared to total r
• $1,436,147 — ty sales), compared to total revenue of $1,436,147 (comprising $1,394,824 of system sales,
• $1,394,824 — total revenue of $1,436,147 (comprising $1,394,824 of system sales, $41,323 of instrument
• $41,323 — (comprising $1,394,824 of system sales, $41,323 of instrument sales and $0 of warranty
• $0 — sales, $41,323 of instrument sales and $0 of warranty sales) during the year ende
• $1,058,660 — the year ended December 31, 2023, were $1,058,660, as compared to $987,443 for the year e
• $987,443 — , 2023, were $1,058,660, as compared to $987,443 for the year ended December 31, 2022. R
• $603,071 — alaries paid to engineers, amounting to $603,071 and $328,173 for the years ended Decemb
• $328,173 — to engineers, amounting to $603,071 and $328,173 for the years ended December 31, 2023,
• $9,723,492 — e. We had stock compensation expense of $9,723,492 and Nil during the years ended December
• $152,738 — epreciation and amortization expense of $152,738 for the year ended December 31, 2023, a

Filing Documents

• ea0222157-10ka1_ssinnova.htm (10-K/A) — 2462KB
• ea022215701ex31-1_ssinnova.htm (EX-31.1) — 11KB
• ea022215701ex31-2_ssinnova.htm (EX-31.2) — 11KB
• ea022215701ex32-1_ssinnova.htm (EX-32.1) — 5KB
• ea022215701ex32-2_ssinnova.htm (EX-32.2) — 5KB
• 0001213900-24-106251.txt ( ) — 16767KB
• ssii-20231231.xsd (EX-101.SCH) — 93KB
• ssii-20231231_cal.xml (EX-101.CAL) — 69KB
• ssii-20231231_def.xml (EX-101.DEF) — 552KB
• ssii-20231231_lab.xml (EX-101.LAB) — 884KB
• ssii-20231231_pre.xml (EX-101.PRE) — 592KB
• ea0222157-10ka1_ssinnova_htm.xml (XML) — 4135KB

FORWARD LOOKING STATEMENTS

FORWARD LOOKING STATEMENTS This Amendment contains certain statements that constitute forward-looking statements. Any and all statements contained in this Reports that are not statements of historical fact may be deemed forward-looking statements. Terms such as " may ," " might ," " would ," " should ," " could ," " project ," " estimate ," " pro-forma ," " predict ," " potential, " " strateg y," " anticipate ," " attempt ," " develop ," " plan ," " help ," " believe ," " continue ," " intend ," " expect ," " future " and terms of similar import (including the negative of any of the foregoing) may be intended to identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Those statements appear in this Report, and include statements regarding the intent, belief or current expectations of our Company and management that are subject to known and unknown risks, uncertainties and assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in " Item 1. Business " and " Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations ." In the Original Filing, as amended by this Amendment (the " Amended Form 10-K ").

Forward-looking statements in the Amended Form

Forward-looking statements in the Amended Form 10-K may include, without limitation, statements regarding: (i) 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; (ii) 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; (iii) our ability to adequately protect our intellectual property rights and enforce such rights to avoid violation of the intellectual property rights of others; (iv) the timing, costs and other aspects of our surgical robotic systems; (v) our estimates regarding the market opportunity, clinical utility, potential advantages and market acceptance of our surgical robotic systems; (vi) the impact of government laws and regulations; (vii) our 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; (x) general economic conditions and market conditions in our industry; (xi) a projection of income (including income/loss), earnings (including earnings/loss) per share, capital expenditures, dividends, capital structure or other financial items; (xii) 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 Securities and Exchange Commission (the " SEC "); and (xiii) Changes resulting from the restatement of our consolidated financial statements in this Report. These statements are not guarantees of future performance and are subject to numerous risks, uncertainties, and assumptions that are difficul

Financial Statements , in " Item 8. Financial Statements and Supplementary Data " of this Amendment

Financial Statements , in " Item 8. Financial Statements and Supplementary Data " of this Amendment. In connection with the restatement, management has re-evaluated the effectiveness of SSi's disclosure controls and procedures and internal control over financial reporting as of December 31, 2023. As a result of that assessment, management has concluded that SSi's disclosure controls and procedures and internal controls over financial reporting were not effective as of December 31, 2023, due to material weaknesses in SSi's internal control over financial reporting related to above accounting errors. For a discussion of management's consideration of SSi's disclosure controls and procedures, internal controls over financial reporting, the material weaknesses identified, and the remedial actions being taken, see " Item 9A. Controls and Procedures " in this Amendment. As a result of the above, this Amendment amends "Item 3. Legal Proceedings , " "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations ," " Item 8. Financial Statements and Supplementary Data ," "Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure , " " Item 9A. Controls and Procedures ," " Item 13. Certain Relationships and Related Transactions, and Director Independence" and " Item 14. Principal Accounting Fees and Services . " ii

Legal Proceedings

Item 3. 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 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. Srivastava. However, as the plaintiff failed to pay the agreed upon consideration for the shares, in July 2022, the shareholding was cancelled. Dr. 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. Srivastava 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.

Management's Discussion

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Introduction 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. From inception through April 13, 2023, we were engaged in developing a fully autonomous medical robotic system using proprietary software which integrated Artificial Intelligence and Deep Learning, or Machine Learning. Our research and development efforts were based in Orlando, Florida, where we established a research partnership with the University of Central Florida. In July and August 2022, AVRA and the management of Cardio Ventures es") 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 "). Cardio Ventures was primarily seeking a platform to raise funds in the U.S. to support operations of its subsidiary, SSI India. 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 Ca