SS Innovations International, Inc. - Quarter Report: 2023 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-56608

SS INNOVATIONS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Florida

47-3478854

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

1500 SE 15^thStreet, #512, Fort Lauderdale, FL 33316

(Address of Principal Executive Offices)

(954) 478-1410

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files.) Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “accelerated filer”, “large accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were 169,118,385 shares of common stock, $0.0001 par value of the Registrant issued and outstanding as of November 9, 2023

When used in this report, unless otherwise indicated, the terms “SSII,” “the Company,” “we,” “us” and “our” refer to SS Innovations International, Inc.

CAUTIONARY NOTE REGARDING FORWARD LOOKING INFORMATION

Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on assumptions involving judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein particularly in view of the current state of our operations, the inclusion of such information should not be regarded as a statement by us or any other person that our objectives and plans will be achieved. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, the factors set forth under the heading “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” in this report and under the headings “Item 1. Business” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission (the “SEC”). We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

EXPLANATORY NOTE

On April 14, 2023, a wholly owned subsidiary of the Company merged with CardioVentures, Inc., a Delaware corporation(“CardioVentures”), which is the indirect parent of Sudhir Srivastava Innovations Pvt. Ltd., an Indian private limited company engaged in the business of developing innovative surgical robotic technologies. As a result of such a transaction, a “change in control” of the Company took place. In addition, among other matters, the Company changed its name to “SS Innovations International, Inc.” and implemented a one for ten reverse stock split. The financial statements, financial information and share and per share information contained in this report reflect the operations of both the Company and CardioVentures and give pro forma effect to the reverse stock split.

TABLE OF CONTENTS

		Page

PART I – FINANCIAL INFORMATION		1

Item 1.	Financial Statements	1

	Condensed Consolidated Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022	1

	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and September 30, 2022 (unaudited)	2

	Condensed Consolidated Statement of Shareholders’ (Deficit) for the three and nine months ended September 30, 2023 and September 30, 2022 (unaudited)	4

	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and September 30, 2022 (unaudited)	5

	Notes to Condensed Consolidated Financial Statements (unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative Disclosures About Market Risks	20

Item 4.	Controls and Procedures	20

PART II - OTHER INFORMATION		21

Item 1.	Legal Proceedings	21

Item 1A.	Risk Factors	21

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21

Item 3.	Defaults Upon Senior Securities	21

Item 4.	Mine Safety Disclosures	21

Item 5.	Other Information	21

Item 6.	Exhibits	21

SIGNATURES		22

PART I – FINANCIAL INFORMATION

SS INNOVATIONS INTERNATIONAL, INC. F/K/A AVRA MEDICAL ROBOTICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

Item 1. Financial Statements.

	September 30,			December 31,
	2023			2022
ASSETS
Current Assets:
Cash and cash equivalents	$	6,596,224		$	1,351,364
Accounts receivable, net of allowances		1,512,055			-
Notes Receivables - Acquisition		-			3,000,000
Inventory		4,171,178			-
Prepaids and other current assets		7,048,574			8,678
Total Current Assets		19,328,031			4,360,042

Non-Current Assets:

Property, plant, and equipment, net		661,582			11,399
Long Term Receivable		2,209,050			-
Loans & Advances ( Related Party)		1,860,333			-
Total Non-Current Assets		4,730,966			11,399
Total Assets	$	24,058,996		$	4,371,441


LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current Liabilities
Bank Overdraft Facility	$	6,118,214		$	-
Notes Payable		-			4,000,000
Current maturities of long-term debt, bank		-			-
Accounts payable		175,808			-
Deferred tax liability		6,603			-
Other accrued liabilities		1,995,716			51,229
Total Current Liabilities		8,296,341			4,051,229

Other accrued liabilities-Non current		-
Total Liabilities		8,296,341			4,051,229

Commitments and contingencies

Stockholders’ (deficit) equity :
Common stock, 250,000,000 shares authorized, $0.0001 par value,169,117,202 shares and 53,887,738 shares issued and outstanding as of September 30, 2023, and December 31,2022 respectively		16,911			5,389
Translation adjustment		(262,646	)		-
Additional Paid in Capital		36,194,435			11,005,895
Accumulated other comprehensive income (loss)		899,917			-
Accumulated deficit		(21,085,962	)		(10,691,071	)
Total stockholders’ (deficit) equity		15,762,655			320,213
Total liabilities and stockholders’ (deficit) equity	$	24,058,996		$	4,371,441

See accompanying notes to unaudited Condensed Consolidated Financial Statements

SS INNOVATIONS INTERNATIONAL, INC. F/K/A AVRA MEDICAL ROBOTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three months ended
	September 30,			September 30,
	2023			2022
REVENUES
System Sales	$	1,375,913			-
Warranty Sales		53,859			-
Cost of revenue		(1,269,928	)
GROSS (LOSS) PROFIT		159,844			-

OPERATING EXPENSES:
Compensation Expense		-			724,965
Salaries & Payroll Expenses		857,243			-
Selling, general and administrative		1,275,062			175,180
TOTAL OPERATING EXPESNES		2,132,306			900,145

Loss from operations		(1,972,462	)		(900,145	)

OTHER INCOME (EXPENSE):
Interest Earned		-		$	42
Interest and other income, net		(11,478	)		110,000
TOTAL OTHER (EXPENSE) INCOME		(11,478	)		110,042

NET LOSS		(1,983,940	)		(790,104	)
Net loss attributable to SS Innovations International, Inc.	$	(1,983,940	)	$	(790,104	)

Net loss per share - basic and diluted		(0	)		(0	)
Weighted average		169,627,122			39,461,725

See accompanying notes to unaudited Condensed Consolidated Financial Statements.

SS INNOVATIONS INTERNATIONAL, INC. F/K/A AVRA MEDICAL ROBOTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Nine months ended
	September 30,			September 30,
	2023			2022
REVENUES
System Sales	$	4,404,447			-
Warranty Sales		112,011			-
Cost of revenue		(3,621,275	)		-
GROSS (LOSS) PROFIT		895,182			-

OPERATING EXPENSES:
Compensation Expense		1,592,309			819,732
Salaries & Payroll Expenses		2,293,888			-
Selling, general and administrative		1,646,121			330,900
TOTAL OPERATING EXPESNES		5,532,319			1,150,632

Loss from operations		(4,637,136	)		(1,150,632	)

OTHER INCOME (EXPENSE):
Interest Earned		-		$	106
Interest and other income, net		(185,269	)		110,000
TOTAL OTHER (EXPENSE) INCOME		(185,269	)		110,106

NET LOSS		(4,822,406	)	$	(1,040,525	)
Net loss attributable to SS Innovations International, Inc.		(4,822,406	)	$	(1,040,525	)

Net loss per share - basic and diluted		(0	)		(0	)
Weighted average		114,855,607			38,471,501

See accompanying notes to unaudited Condensed Consolidated Financial Statements.

SS INNOVATIONS INTERNATIONAL, INC. F/K/A AVRA MEDICAL ROBOTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND SEPTEMBER 30, 2022

(Unaudited)

	Common Stock						Common Stock				Common Stock to be Issued					Additional Paid-In			Additional Paid-In			Treasury			Accumulated			Accumulated other Comprehensive			Total Stockholders’
	Number			Amount			Number		Amount		Number		Amount			Capital			Capital			Stock			Deficit			Income (loss)			Equity
BALANCE AT DECEMBER 31, 2022		53,887,738		$	5,388			-		-		-		-		$	11,005,896			-			-		$	(10,691,071	)	$	-		$	320,213

Stock based compensation expense		-			-			-		-		-		-			1,597,693			-			-			-			-			1,597,693
Conversion of debt to equity		-			-			-		-		-		-						-			-			-			-
Stock issued for services		-			-			-		-		-		-			432,672			-			-			-			-			432,672
Security offerings		-			-			-		-		-		-			-			-			-			-			-			-
Treasury Stock		-			-			-		-		-		-			-			-			-			-			-			-
Common stock issuable for services		-			-			-		-		-		-			-			-			-			-			-			-
Common stock issued		11,555,599			1,156			-		-		-		-			-			-			-			-			-			1,155
Net loss								-		-		-		-			-			-			-		$	(2,004,320	)		-			(2,004,320	)

BALANCE AT MARCH 31, 2023		65,443,337		$	6,544			-		-		-	$	-		$	13,036,261			-		$	-		$	(12,695,391	)	$	-			347,414

Recapitalization	$	(65,443,337	)	$	(6544	)		6,544,334	$	654		-		-		$	(13,036,261	)	$	13,042,151			-						-			-
Conversion of Notes Payable to equity		-			-			7,709,871	$	771		-		-			-		$	6,137,770			-			-			-			6,138,541
Recapitalization		-			-			131,917,051	$	13,191		-		-			-		$	(13,191	)		-		$	(4,556,208	)		-			(4,556,208	)
Accumulated other Comprehensive income(loss)		-			-			-		-		-		-			-			-			-			-		$	742,271			742,271
Net loss		-			-			-		-		-		-			-						-		$	(1,850,423	)		-			(1,850,423	)
BALANCE AT JUNE 30, 2023		-			-			146,171,256		14,616		-		-			-			19,166,730			-		$	(19,102,022	)	$	742,271			821,595

Exercise of Options		-			-			-		-		-		-			-			-			-			-			-			-
Notes Converted		-			-			22,945,946	$	2,295		-		-			-		$	16,977,705			-			-			-			16,980,000
Exercise of Option		-			-			-		-		-		-			-		$	50,000			-			-			-			50,000
Accumulated other Comprehensive income(loss)		-			-			-		-		-		-			-			-			-			-		$	(105,000	)		(105,000	)
Net loss		-			-			-		-		-		-			-			-			-		$	(1,983,940	)		-			(1,983,940	)

BALANCE AT SEPTEMBER 30, 2023		-			-			169,117,202		16,911		-		-			-			36,194,435			-			(21,085,962	)	$	637,271			15,762,655

BALANCE AT DECEMBER 31, 2021		37,849,405		$	3,785			37,849,405	$	3,785		4,265,295	$	458,519		$	8,183,082		$	8,183,082		$	-		$	(8,504,060	)		-			141,326
Stock based compensation expense		-			-			-		-		-		-			27476			27,476			-			-			-			27,476
Conversion of debt to equity		-			-			-		-		-		-			-			-			-			-			-			-
Stock issued for services		-			-			-		-		-		-			-			-			-			-			-			-
Security offerings		-			-			-		-		-		-			-			-			-			-			-			-
Treasury stock		-			-			-		-		-		-			-			-			(26,000	)		-			-			-
Common stock issuable for services								-		-		133,234		764			-			-			-			-			-			764
Common stock issued								-		-		-		-			-			-			-						-			-
Net loss		-			-			-		-		-		-			-			-			-			(80,421	)		-			(80,421	)

BALANCE AT MARCH 31, 2022		37,849,405			3,785			37,849,405	$	3,785		4,398,529	$	459,283		$	8,210,558		$	8,210,558		$	(26,000	)	$	(8,584,481	)		-		$	89,145

Stock based compensation expense		-			-			-		-		-		-			25,189			25,189			-			-			-			25,189
Conversion of debt to equity		-			-			-		-		-		-			-			-			-			-			-			-
Stock issued for services		240,270			24			240270		24		-		-			72,057			72,057			-			-			-			72,081
Security offerings		-			-			-		-		-		-			-			-			-			-			-			-
Common stock issuable for services		-			-			-		-		-		-			-			-			-			-			-			-
Common stock issued		-			-			-		-		458,947		41,337			-			-			-			-			-			41,337
Net loss		-			-			-		-		-		-			-			-			-			-170,001			-			-170,001

BALANCE AT JUNE 30, 2022		38,089,675			3,809			38,089,675		3809		4,857,476		500,620			8,307,804			8,307,804			(26,000	)		(8,754,483	)		-			57,751

Stock Based Compensation expense		-			-			-		-		-		-		$	616,349			-			-			-			-			616,349
Common stock issuable for services		2,742,647			274			-		-		602,383	$	48411		$	463,300			-			-			-			-			511,985
Conversion of debt to equity		-			-			-		-		-		-			-			-			-			-			-			-
Treasury Stock		-			-			-		-		-		-			-			-			-			26,000			-			26,000
Common stock issued		-			-			-		-		1,134,220	$	(89,368	)		-			-			-			-			-			(89,368	)
Net loss		-			-			-		-		-		-			-			-			-			(790,104	)		-			(790,104	)
BALANCE AT SEPTEMBER 30, 2022		40,832,322			4,083			-		-		4,325,639		459,662		$	9,387,453			-			(26,000	)		(9,518,587	)		-			332,612

See accompanying notes to unaudited Condensed Consolidated Financial Statements.

SS INNOVATIONS INTERNATIONAL, INC. F/K/A AVRA MEDICAL ROBOTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months ended
	September 30,			September 30,
	2023			2022
Cash flows from operating activities:
Net loss	$	(4,822,406	)	$	(1,040,525	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		227,219			6,864
Interest		25,315			-
Translation diff		(262,646	)		-
Prepaid expenses and other assets		(12,723,129	)		-
Stock compensation expense		1,597,693			819,732
Accounts payable and accrued expenses		2,126,898			(89,782	)
Net cash used in operating activities		(13,831,054	)		(303,711	)
Cash flows from investing activities:
Notes Receivables - Acquisition		0			-
Long Term Receivable		(4,069,383	)		-
Purchase of property and equipment		(877,403	)		-
Net cash used in investing activities		(4,946,786	)		-
Cash flows from financing activities:
Proceeds from loan		-			-
Proceeds from Bank Overdraft Facility		6,118,214			-
Proceeds from securities offering		446,188			412,080
Repayment of Warrants		(12,360	)		-
Proceeds from Notes Converted		22,980,000			-
Proceeds from Options Exercised		50,000			-
Recapitalization		(4,559,341	)		-
Proceeds from notes payable		(1,000,000	)		-
Net cash provided by financing activities		24,022,701			412,080
Net change in cash		5,244,861			108,369
Cash at beginning of year		1,351,364			405,774
Cash at end of year	$	6,596,224		$	514,143
		-			-
Supplemental disclosure of cash flow information:
Cash paid for income taxes		-			-
Cash paid for interest		-			-

See accompanying notes to unaudited Condensed Consolidated Financial Statements.

SS INNOVATIONS INTERNATIONAL, INC. F/K/A AVRA MEDICAL ROBOTICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – COMPANY AND BASIS OF PRESENTATION

Organization

SS Innovations International, Inc. (the “Company” or “SSII”) was incorporated as AVRA Surgical Microsystems, Inc. in the State of Florida on February 4, 2015. Effective November 5, 2015, the Company’s corporate name was changed to Avra Medical Robotics, Inc. The Company was established and is continuing to develop advanced medical and surgical robotic systems.

On April 14, 2023, a wholly owned subsidiary of the Company merged with CardioVentures, Inc., a Delaware corporation (“CardioVentures”), which is the indirect parent of Sudhir Srivastava Innovations Pvt. Ltd., an Indian private limited company engaged in the business of developing innovative surgical robotic technologies. As a result of such a transaction, a “change in control” of the Company took place. In addition, among other matters, the Company changed its name to “SS Innovations International, Inc.” and implemented a one for ten reverse stock split. The financial statements, financial information and share and per share information contained in this report reflect the operations of both the Company and CardioVentures and give pro forma effect to the reverse stock split.

The significant accounting policies of SSII were described in Note 1 to the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, and were also included in financial statements subsequently filed under cover of a Form 8-K/A on June 26, 2023. There have been no significant changes in the Company’s significant accounting policies for the quarterly period ended September 30, 2023.

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis which implies the Company will continue to meet its obligations for the next 12 months as of the date these financial statements are issued.

The Company has a working capital surplus of US$ 11,031,690 and an accumulated deficit of $21,085,962 as of September 30, 2023. The Company also had a net loss of $4,822,406 for the nine months ended September 30, 2023.

The Company launched the commercial sale of its “SSI Mantra” surgical robotic system in India in the last quarter of 2022, which has been well received by hospitals and healthcare institutions there and in the quarter ended September 30, 2023, the Company recorded its first export sale to Dubai, UAE. As of September 30, 2023, the Company has sold overall twelve surgical robotic systems and is now generating regular revenues as additional purchase orders are also being received. In addition to these twelve surgical robotic systems sold, Company has also installed two systems on pay per use basis in two hospitals in India for a predefined number of procedures post which the Company expects to receive regular purchase order for its surgical robotic system from these hospitals. Considering that the pay-per-use model installations at two hospitals were done towards the latter part of the quarter and not many procedures were done as yet on these two installations, no revenues have yet been recognized from these two installations during the quarter ended September 30, 2023. During the quarter ended September 30, 2023, the Company has also installed its surgical robotic system in Johns Hopkins hospital under an agreement for conducting medical education training program with human cadaver and/or animal anatomical tissue specimens.

The Company has also been able to augment its financial resources to further supplement its operations and in this regard, on April 15, 2023, the Company executed a Convertible Promissory Note (the “Line of Credit Note”) with Sushruta Pvt Ltd. (“SPL”), the Bahamian holding company owned by Dr. Sudhir Srivastava, our Chairman, Chief Executive Officer and principal shareholder. Pursuant to the Line of Credit Note, SPL, in its discretion could make multiple advances to the Company through December 31, 2023 (the “Maturity Date”), in an aggregate amount of up to $US 20.0 million for working capital purposes and the advances under the Line of Credit Note do not bear interest and are due and payable on or before the Maturity Date. SPL, at its option, could also convert the principal amount of any advance into shares of our common stock, at a conversion price of US$0.74 per share. As of September 27, 2023, SPL had advanced a total of US$16,980,000 advances under the Line of Credit Note. On September 27, 2023, SPL exercised its option to convert the outstanding balance US$16,980,00 balance of the Line of Credit Note in full into 22,945,946 shares of our common stock at a conversion price of US$0.74 per share.

This conversion of funds advanced under the Line of Credit Note and subsequently converted into equity has resulted in a significant improvement in the Company’s stockholders’ equity and working capital position. As of September 30, 2023, the Company had stockholders’ equity of US$ 15.76 million and a working capital surplus of US$ 11.03 million as compared to stockholders’ equity of US$ 821,595 and a working capital deficit of US$ 2.88 million as of June 30, 2023.

The management of the Company is making efforts to raise further funding to scale up operations and meet its longer-term capital needs. While management of the Company believes that it will be successful in its capital formation and planned expansion of its operating activities, there can be no assurance that the Company will be able to raise additional equity capital or be successful in generating additional revenues and ultimately achieving profitability. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

Basis of Presentation

The accompanying unaudited condensed financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission. Therefore, they do not include all information and footnotes normally included in annual consolidated financial statements and should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, and financial statements subsequently filed under cover of a Form 8-K/A on June 26, 2023. In the opinion of the Company’s management, the accompanying unaudited condensed financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2023, and the results of operations and cash flows for the periods presented. The results of operations for the quarterly period ended September 30, 2023, are not necessarily indicative of the operating results for the full fiscal year or any future period.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses. The Company regularly evaluates estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates made by management.

Cash and Cash Equivalents

The Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid investment with a maturity of three months or less to be cash and cash equivalents.

Accounts Receivable

The Company’s account receivables are due from customers relating to contracts to supply surgical robotic systems, instruments, and accessories and to provide post sales warranty/maintenance services. The Company also sells surgical robotic systems under deferred payment arrangement and in such cases, the amounts due and recoverable beyond one year period at the balance sheet date are classified as long-term receivables. Collateral is currently not required. The Company also maintains allowances for doubtful accounts for estimated losses resulting from the inability of the Company’s customers to make payments. The Company periodically reviews these estimated allowances, including an analysis of the customers’ payment history and creditworthiness, the age of the trade receivable balances and current economic conditions that may affect a customer’s ability to make payments as well as historical collection trends for its customers as a whole. Based on this review, the Company specifically reserves for those accounts deemed uncollectible or likely to become uncollectible. When receivables are determined to be uncollectible, principal amounts of such receivables outstanding are deducted from the allowance. The allowance for doubtful accounts as of September 30, 2023, and December 31, 2022 amounted to $NIL and $NIL respectively.

Foreign Currency Translation

The Company’s reporting currency is U.S. Dollars. The accounts of one of the Company’s subsidiaries is maintained using the appropriate local currency, Indian Rupees (“INR”) as the functional currency. All assets and liabilities are translated into U.S. Dollars at balance sheet date, shareholders’ equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) gain. Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the statements of operations as foreign currency exchange variance.

The relevant translation rates are as follows: for the nine months ended September 30, 2023 closing rate at 83.09 US$: INR, average rate at 82.575 US$:INR.

Inventory

The Company’s inventory consists of finished goods in the form of fully assembled and tested surgical robotic system, semi-finished goods in the form of various sub-systems of the surgical robotic systems in various stages of assembly and manufacturing and raw material in the form of various mechanical, electrical, and other material components, parts, motors, encoders etc. which are not yet assembled/manufactured. The inventory is valued at the lower of cost (first-in, first-out) or estimated net realizable value. As of September 30, 2023, the Company valued the inventory at $4,171,178

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains its principal cash balance in United States financial institutions, where deposits are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. The Company also maintains cash balances maintained with banks in India, where balances are insured by Deposit Insurance and Credit Guarantee Corporation of India (DICGC) to the extent of approximately US$ 6,100 per account and in the Bahamas, where deposits are insured by the Deposit Insurance Corporation of Bahamas insures deposits up to US$50,000 per account. As at September 30,2023, $ 6,263,878 of deposits were in excess of overall insurance coverage limits.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification, or ASC606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized:

●

Identification of a contract with a customer or placement of a purchase order by the customer.

●

Identification of the performance obligations in the contract or the purchase order as the case may be.

●

Determination of the transaction price which is reflected in the purchase order placed by the customer.

●

Allocation of the transaction price to the performance obligations in the contract; and

●

Recognition of revenue when or as the performance obligations are satisfied as per the terms of the purchase order received from the customer.

The Company accounts for revenues when both parties to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and collectability of consideration is probable. Product type and payment terms vary by client.

System Sales:

The Company recognizes the revenue at the time when the risk and reward related to that equipment gets transferred immediately when we dispatch.

Instrument Sales:

We also sell instruments which are used by surgeons when they use our robotic system to perform surgeries. These instruments are like consumables for the hospitals, and we recognize the revenues for sale of instruments as and when the risk and reward related to those instruments get transferred immediately when we dispatch.

Warranty and Annual Maintenance Contract Sales:

Warranty sales are a notional portion of the equipment sales value which is attributable towards the component of annual maintenance contract by application of ASC606 and is thus shown separately as Warranty sales. Once the warranty periods are over, the actual maintenance contracts would kick in and actual income from maintenance contracts would be recognized as such.

Unrealized Deferred Revenue:

The revenues attributable to the warranty is recognized over the period to which it relates. In nine month period ended September 30, 2023, we have sold nine surgical robotic systems and the revenues attributable to warranty is deferred for recognition over the period to which it relates. Due to application of ASC606, as of September 30, 2023, the sum of US$ 1,355,448 stands transferred to unrealized deferred revenue and due to this adjustment, the revenues and profitability for nine-month period ended September 30, 2023, is reflected less to the extent of this unrealized deferred revenue.

Property Plant & Equipment

Property Plant & Equipment is recorded at cost and depreciated using the straight-line method at rates determined as per estimated useful lives of the assets. The estimated useful lives used in in calculating depreciation are as follows:

	Years
Office furniture and fixtures		4
Plant and equipment		4-8
Motor vehicles		3

Long-lived Assets

In accordance with ASC 360, “Property Plant and Equipment”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to : significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset and current expectation that the asset will more than likely not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the discounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain circumstances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

Stock Compensation Expense

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with Accounting Standards Codification (“ASC”) Topic 505, “Equity.” Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services as defined by ASC Topic 505.

Income Taxes

The Company accounts for income taxes pursuant to ASC Topic 740 “Income Taxes.” Under ASC Topic 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. A valuation allowance is recorded when it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company applies the provisions of ASC Topic 740-10-05 “Accounting for Uncertainty in Income Taxes.” The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

Basic and Diluted Loss per Share

In accordance with ASC Topic 260 “Earnings Per Share,” basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per common share gives effect to dilutive convertible securities, options, warrants and other potential common stock outstanding during the period, only in periods in which such effect is dilutive. The Company has stock options, warrants, and convertible promissory notes that may be converted to outstanding potential common shares.

Research and Development Costs

In accordance with ASC Topic 730 “Research and Development”, with the exception of intellectual property that is purchased from another enterprise and has alternative future use, research and development expenses are charged to operations as incurred.

Fair Value of Financial Instruments

Our financial instruments consist principally of accounts receivable, amounts due to related parties and promissory notes payable. The carrying amounts of cash and cash equivalents and promissory notes approximate fair value because of the short-term nature of these items.

Recent Accounting Pronouncements

Compensation—Stock Compensation

In May 2017, the FASB issued ASU 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting,” that provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The new guidance became effective for the Company on January 1, 2018 and was applied on a prospective basis, as required. The adoption of this standard did not have an impact on the financial statements or the related disclosures.

Leases

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). The FASB issued ASU 2016-02 to increase transparency and comparability among organizations recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Under ASU 2016-02, lessors will account for leases using an approach that is substantially equivalent to existing GAAP for sales-type leases, direct financing leases and operating leases. Unlike current guidance, however, a lease with collectability uncertainties may be classified as a sales-type lease. If collectability of lease payments, plus any amount necessary to satisfy a lessee residual value guarantee, is not probable, lease payments received will be recognized as a deposit liability and the underlying assets will not be derecognized until collectability of the remaining amounts becomes probable. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted, and must be adopted using a modified retrospective transition. The Company did not adopt the standard effective January 1, 2019, utilizing the lessor practical expedient. On November 15, 2019, the FASB issued ASU 2019-10 which amended the effective dates for ASC 842, to give implementation relief. Under the FASB’s new framework, two “buckets” were defined, bucket 1 includes public companies that are SEC filers but excludes “Small Reporting Companies” (SRC’s). Bucket 2 includes all other entities, including SRC’s. Bucket 2 entities have to apply ASC 842 for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021.

NOTE 3 - PROPERTY AND EQUIPMENT

The Company’s property and equipment relating to continuing operations consisted of the following:

	Period Ended
	September 30,			December 31,
	2023			2022
Land & Building
Machinery and equipment	$	283,608		$	-
Furniture and Fittings	$	136,507		$	-
Computer and office equipment	$	257,623		$	98,592
Motor Vehicle	$	184,916		$	-
R & D Equipment’s	$	39,998		$	-
Website	$	36,122		$	36,122
Server & Networking	$	22,194		$	-
Leasehold improvements	$	51,149
Property and equipment at cost		1,012,116			134,714
Less - accumulated depreciation		(350,534	)		(123,315	)
Property and equipment, net	$	661,582		$	11,399

Depreciation expenses for the nine months ended September 30, 2023, and 2022 amounted to $227,599 and $6,864 respectively.

NOTE 4 – ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following as of September 30, 2023, and December 31, 2022:

	Period Ended
	September 30,		December 31,
Accounts Receivable	2023		2022
Accounts receivable	$	1,512,055	$	-
Less: Allowance for doubtful accounts		-
Accounts receivable, net	$	1,512,055	$	-

Long Term Receivables	$	2,209,050
	$	2,209,050		-

The Company performed an analysis of the trade receivables related to SSI India and determined, based on the deferred payment terms of the contracts, that a $2,209,050 may not be due and collectible in next one year and thus company classified these receivables as long-term Receivable.

NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following as of September 30, 2023, and December 31, 2022:

	Period Ended
	September 30,		December 31,
	2023		2022
Accounts payable		175,808	$	-
Other accrued liabilities		1,995,716		51,229
Total accounts payable and accrued expenses	$	2,171,524	$	51,229

NOTE 6 - NOTES PAYABLE

On April 15, 2023, the Company executed a Convertible Promissory Note (the “Line of Credit Note”) with Sushruta Pvt Ltd. (“SPL”), the Bahamian holding company owned by Dr. Sudhir Srivastava, our Chairman, Chief Executive Officer, and principal shareholder. Pursuant to the Line of Credit Note, SPL, in its discretion may make multiple advances to the Company through December 31, 2023 (the “Maturity Date”), in an aggregate amount of up to $US 20.0 million for working capital purposes. The advances under the Line of Credit Note do not bear interest and are due and payable on or before the Maturity Date. SPL may, at its option, convert the principal amount of any advance into shares of our common stock, at a conversion price of US$0.74 per share. As of September 25, 2023, US$16,980,000 in advances that were outstanding under the Line of Credit Note, were converted into 22,945,946 shares issued to SPL at the conversion price of $0.74 per share.

NOTE 7 – BANK OVERDRAFT

Bank Overdraft consisted of the following as of September 30, 2023, and December 31, 2022.

	Period Ended
	September 30,		December 31,
	2023		2022
HDFC Bank Limited OD against FDs	$	4,827,882
HDFC Bank Ltd WCOD	$	1,290,332

Bank Overdraft	$	6,118,214	$	-

The HDFC Bank OD against FDs of US$4,827,882 is secured by Fixed Deposits of US$ 4,964,496 provided by the Company. During the quarter ended September 30, 2023, the Company replaced the Fixed Deposits earlier provided by Dr. Sudhir Srivastava as security for this facility, by the Fixed Deposits out of its own funds, thereby improving the net working capital position of the Company. The HDFC Bank WCOD is secured by all the current assets of the Company. Both HDFC Bank OD against FDs as well as HDFC Bank WCOD facilities are additionally secured by personal guarantees provided by Dr Sudhir Srivastava.

NOTE 8 – MERGER

On April 14, 2023 (“Closing”), the Company consummated the acquisition of CardioVentures, Inc., a Delaware corporation (“CardioVentures”), pursuant to a Merger Agreement dated November 7, 2022 (the “Merger Agreement”), 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.

CardioVentures, through a subsidiary, owns a controlling interest in Sudhir Srivastava Innovations Pvt. Ltd., an Indian private limited company (“SSI-India”). Based in Haryana, India, SSI-India is engaged in the business of developing innovative surgical robotic technologies with a vision to make the benefits of robotic surgery affordable and accessible to a larger part of the global population. SSII’s product range includes its proprietary “SSI Mantra” surgical robotic system and a wide range of surgical instruments capable of supporting a variety of cardiac and other surgical procedures. The Company now intends to focus on the business of SSI-India and has plans to globally expand the presence of its technologically advanced, user-friendly, and cost-effective surgical robotic solutions.

Pursuant to the Merger Agreement, at Closing, Merger Sub merged with and into CardioVentures (the “Merger”). In the Merger, holders of the outstanding shares of common stock of CardioVentures (including certain parties who provided interim convertible financing during the pendency of the Merger Agreement, were issued 135,808,884 shares of SSII common stock, representing approximately 95% of issued and outstanding shares of SSII common stock post-Merger, with the existing shareholders of SSII holding approximately 6,544,344 shares of SSII common stock representing approximately 5% of issued and outstanding shares of SSII common stock post-Merger.

Pursuant to the Merger Agreement, at Closing, the holders of CardioVentures common stock also received shares of newly designated Series A Non-Convertible Preferred Stock (the “Series A Preferred Shares”).

The Series A Preferred Shares vote together with shares of SSII common stock as a single class on all matters presented to a vote of shareholders, except as required by law, and entitle the holders of the Series A Preferred Shares to exercise 51.0% of the total voting power of the Company. The Series A Preferred Shares are not convertible into common stock, do not have any dividend rights and have a nominal liquidation preference. The Series A Preferred Shares also have certain protective provisions, such as requiring the vote of a majority of Series A Preferred Shares to change or amend their rights, powers, privileges, limitations and restrictions. The Series A Preferred Shares will be automatically redeemed by the Company for nominal consideration at such time as the holders of the Series A Preferred Shares own less than 50% of the shares of SSII common stock received in the Merger.

Contemporaneously with the Closing, the Company also changed its name to “SS Innovations International, Inc.,” effected a one for ten reverse stock split and increased its authorized common stock to 250,000,000 shares.

In addition to the foregoing, following Closing, the Company issued 14,029,170 post-Merger shares of SSII common stock to Dr. Frederic Moll and one other accredited investor, who each provided $3,000,000 in interim financing to the Company pending consummation of the Merger. Pursuant to his investment agreement with the Company, dated April 7, 2023, which included his $3,000,000 investment, and which was described in and included as an Exhibit to the Company’s Report on Form 8-K, dated April 14, 2023, Dr. Moll received 7% of SSI’s post-merger issued and outstanding common stock on a fully diluted basis or an aggregate of 10,149,232 SSI Shares.

As a result of the foregoing, a “Change in Control” of the Company occurred, with Dr. Sudhir Srivastava becoming the Company’s principal and controlling shareholder.

Concurrent with consummation of the Merger, Dr. Sudhir Srivastava, through his holding company, assigned patents, trademarks and other intellectual property used in the development, commercialization, manufacturing and sale of its medical and surgical robotic systems and products (the “SSII Intellectual Property”) to a wholly owned subsidiary of SSII. In consideration thereof, Dr. Srivastava’s holding company will receive a quarterly royalty of three percent (3%) of all “net revenues” (gross revenues actually received less cost of goods sold) generated from the sale or licensing of the SSII Intellectual Property or products or services utilizing the SSII Intellectual Property.

NOTE 9 – STOCKHOLDERS’ EQUITY

The Company is authorized to issue up to 250,000,000 shares of common stock, $0.0001 par value per share plus 5,000,000 shares of preferred stock, par value $0.0001.

At Closing of the Merger on April 14, 2023, 135,808,884 shares of our common stock and 1,000 Series A Preferred Shares were issued to CardioVentures. This includes common stock that was issued to Dr. Frederic Moll and one other accredited investor, who each provided $3,000,000 in interim financing to the Company pending consummation of the Merger. Following the Merger an additional 3,818,028 shares of our common stock were issued to Dr. Frederic Moll per his interim financing agreement with the Company.

As of September 25, 2023, US$16,980,000 in advances that were outstanding under the Line of Credit Note, were converted into 22,945,946 shares issued to Sushruta Pvt Ltd at the conversion price of $0.74 per share.

Holders of common stock are entitled to one vote for each share of common stock.

NOTE 10 – COMMITMENTS

Employment Agreements

At closing of the Merger, Alen Sands York and Ettore Tomasetti resigned as directors of the Company and Barry F. Cohen, Dr. Ray Powers and Dr. Farhan Taghizadeh resigned as Chief Executive Officer and Acting Chief Financial Officer, Chief Operating Officer, and Chief Medical Officer of the Company, respectively. Mr. Cohen continues as a director of the Company and assumed the office of Chief Operating Officer–Americas and to this effect, an employment agreement effective April 14, 2023, was executed between the Company and Mr. Cohen.

Mr. Cohen’s employment agreement is for a 36-month period and provides for a base salary of US$ 15,000 per month.

In addition to the above, Dr. Sudhir Srivastava became a director, Chairman and Chief Executive Officer of SSII, Dr. Vishwajyoti P. Srivastava, the son of Dr. Sudhir Srivastava, became a director and President and Chief Operating Officer–South Asia and Anup Sethi became Chief Financial Officer of the Company. The Company, through Otto Pvt. Ltd., a wholly owned subsidiary, is also party to employment agreements with each of Dr. Sudhir Srivastava, Dr. Vishwajyoti P. Srivastava and Anup Sethi. Dr. Sudhir Srivastava’s employment agreement is for a five (5) year period expiring in September 2026 and provides for an annual base salary of US$600,000. Dr. Vishwajyoti P. Srivastava’s employment agreement is for a five (5) year period expiring in September 2026 and provides for an annual base salary of US$200,000. Mr. Sethi’s employment agreement is for a five (5) year period expiring in January 2028 and provides for an annual base salary of US$175,000.

Each of the employment agreements contain customary confidentiality, assignment of proprietary rights, non-competition, and non- solicitation provisions.

Lease

The Company occupies office and laboratory space in Orlando, Florida under a lease agreement that expired on July 31, 2018. Effective August 1, 2018, and expiring July 31, 2019, the Company signed a new agreement, with monthly payments of $1,829.25 plus applicable sales tax. Effective August 1, 2019, the Company signed a year lease agreement, providing that the Company pay insurance, maintenance, and taxes with a monthly lease expense of $2,454.75 plus applicable sales tax. Effective January 15, 2020, the Company amended its August 1, 2019, lease agreement reducing its monthly lease payment to $2,223 plus applicable sales tax. the Company signed a lease that was effective August 1, 2020, through July 31, 2021, which provides that the Company pay insurance, maintenance, and taxes with a monthly lease expense of $1,474.17 plus applicable sales tax.

Effective November 1, 2022, the Company signed an amendment which further modified the August 1, 2020, agreement, reducing the monthly lease expense to $404.68 including applicable sales tax. Either party may cancel the agreement at any time with 30 days’ notice. On July 31, 2023, the Company relocated its Orlando facility to a new location at 11583 University Blvd, Orlando FL 32817. The Company occupies that space on a month-to-month basis at a cost of $194 per month.

The Company, through its SSI-India subsidiary, occupies office, manufacturing, and assembly space in Gurugram, Haryana (India) under a lease agreement entered into in March 2021, with monthly payments of US$ 16,528 plus applicable taxes. This lease expires in March 2030. Effective June 01, 2023, SSI-India subsidiary signed another lease agreement for occupying an additional space of 21,600 sq ft on the ground floor of the same building where its current facility is located, to further expand its manufacturing and assembly capacity. This lease provides for a monthly payment of US$ 12,033 plus taxes and expires on May 31, 2032, subject to further renewal on mutually acceptable terms. In December 2020, SSI India had leased a house to provide residential accommodation to Dr Sudhir Srivastava pursuant to the terms of his employment agreement. This lease agreement has since been terminated and effective August 1, 2023, SSI India leased another house to provide residential accommodation to Dr Sudhir Srivastava. This lease provides for a monthly payment of US$ 16,349 plus taxes.

NOTE 11 – RELATED PARTY TRANSACTIONS

As of September 30, 2023, and December 31, 2022, there was $1,860,333 and $0 in amounts due to related parties, respectively. The advances are unsecured, non-interest bearing and due on demand.

	Period Ended
	September 30,		December 31,
	2023		2022
Loan payable		1,860,333
Loan payable	$	1,860,333		-

SPL may, at its option, convert the principal amount of any advance into shares of our common stock, at a conversion price of US$0.74 per share. As of June 30, 2023, US$1,225,000 in advances were outstanding under the Line of Credit Note and during the quarter ended September 30, 2023, SPL made further advances aggregating to US$ 15,755,000, thereby making a total of US$16,980,000 advances under the Line of Credit Note. On 27 September 2023, SPL, exercised its option of converting the full amount of advances made under the SPL Note amounting to a total of US$16,980,000 into shares of our common stock at a conversion price of US$0.74 per share and accordingly 22,945,946 shares of our common stock were issued to SPL during the quarter ended September 30, 2023.

NOTE 12 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through Oct 31, 2023, the date the consolidated financial statements were available to be issued. Based on this evaluation, no additional material events were identified which require adjustment or disclosure in these financial statements

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

General

We are a medical robotics company 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. We are focused on making the benefits of robotic surgery affordable and accessible to a large part of the global population by consistently working on keeping our cost of production low. The modular design of our surgical robotic system is aimed at being more user friendly and relatively more adaptable to operating theatres of varying sizes and different geographical locations. Our primary research and development, manufacturing and marketing operations are based in India.

We believe that with the constant development of minimally invasive treatment technologies which are aimed at reducing patient recovery times, the use of surgical robotic systems equipped with technologically advanced surgical instruments is only going to increase. This is evidenced by the consistent year-on-year growth in the number of robotic surgeries being performed worldwide. We believe that with our vision to make the benefits of robotic surgeries affordable and accessible, we can help to further accelerate the adoption of robot assisted surgeries thereby making its benefits reach to all those segments of the society who have hitherto been deprived to benefit from it.

A wide range of surgical procedures including Urology (Prostate), Colo-Rectal, Oncology, Gynecology, Thoracic, and General Surgery are already being done with the use of surgical robotic systems, including our SSI-Mantra surgical robotic system, we plan to extend the usage of our robotic system to complex Cardiac procedures as well. We believe that this this can be hugely beneficial for faster recovery of cardiac patients who have to currently undergo sternotomy which has a much longer recovery period. During the quarter ended September 30, 2023, the Company entered into an agreement with a very prestigious cardiac focused hospital, Narayana Hrudalaya (NH) in Bangalore (India) under which 100 cardiac procedures are being performed using our Mantra surgical robotic system on a pay-per-use model. This agreement underlines the cardiac procedure capability of our surgical robotic system which is one of its unique selling propositions in comparison to other alternative surgical robotic systems available today.

We also believe that use of robotic systems is also going to help address the delivery of healthcare in inaccessible locations, ranging from rural areas lacking specialist expertise to post-disaster scenarios, and remote battlefield areas and that the robotic technologies are going to consistently evolve for promoting faster recovery periods, improved functionality, lower morbidity and improved overall medical outcomes of healthcare.

Merger

As a result of the transaction, a “change in control” of the Company took place. In addition, among other matters, the Company changed its name to “SS Innovations International, Inc.” and implemented a one for ten reverse stock split. The financial statements, financial information and share and per share information contained in this report reflect the operations of both the Company and CardioVentures and give pro forma effect to the reverse stock split.

See Note 8 of the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this report for additional details regarding the business combination.

Results of Operations

Introduction

The financial statements appearing elsewhere in this report have been prepared assuming the Company will continue as a going concern. In the second half of 2022, the Company commercially launched its “SSI Mantra” robotic surgical system in India. As of September 30, 2023, we have sold 12 systems, which have performed more than 400 procedures of various types involving varying degrees of complexities.

The following table provides selected balance sheet data for our Company as of September 30, 2023 (unaudited) and December 31, 2022:

	As of		As of
	September 30,		December 31,
Balance Sheet Data	2023		2022

Cash	$	6,596,224	$	1,351,364
Total Assets	$	24,058,996	$	4,371,441
Total Liabilities	$	8,296,341	$	4,051,229
Total Stockholders’ Equity	$	15,762,655	$	320,213

The Company has been consistently making efforts to raise debt and equity capital to meet the demands of and further scale up its growing operations. To date, the Company has relied on debt and equity raised in private offerings and shareholder loans to finance operations and no other sources of capital has been identified. If we experience a shortfall in operating capital, we could face slower revenue growth and we may be faced with having to slow down our expansion plans.

Three months ended September 30, 2023, as compared to three months ended September 30, 2022

Revenues. We had revenues of $1,429,772 for the three months ended September 30, 2023, compared to $ 0 for the three months ended September 30, 2022. The company sold 3 surgical robotic systems during the three months ended September 30,2023 and in addition to these three installations, the Company also installed two systems on pay per use basis in two hospitals in India for a predefined number of procedures post which the Company expects to receive regular purchase order for its surgical robotic system from these hospitals. Considering that the pay-per-use model installations at these two hospitals were done towards the latter part of the quarter and not many procedures were done as yet on these two installations, no revenues have yet been recognized from these two installations during the quarter ended September 30, 2023.

Salary, Payroll and Compensation Expense. We had salary, payroll and stock compensation expenses of $857,243 and $724,965 during the three months ended September 30, 2023, and September 30, 2022, respectively. This includes compensation for the management staff and stock-based compensation expenses related to the Company’s 2016 Stock Incentive Plan.

General and Administrative Expenses. We incurred $1,275,062 in general and administrative expenses during the three months ended September 30, 2023, and $175,180 September 30, 2022, respectively. General and administrative expenses include travel expenses, marketing expenses, legal and other professional expenses related to the Company’s filings as a public company with the Securities and Exchange Commission (the “SEC”).

Other Income/Expenses. We incurred other expenses of $11,478 for the three months ended September 30, 2023, as compared to $110,042 of other income during the three months ended September 30, 2022. Other expenses consist mainly of interest expenses related to bank overdraft.

Net Loss. We incurred a net loss of $1,983,940 for the three months ended September 30, 2023, as compared to a net loss of $790,104 for the three months ended September 30, 2022.

Nine months ended September 30, 2023, as compared to Nine months ended September 30, 2022

Revenues. We had revenues of $4,516,458 for the Nine months ended September 30, 2023, as compared to $ 0 for the Nine months ended September 30, 2022., Due to application of ASC606, as of September 30, 2023, the sum of US$ 1,355,448 stands transferred to unrealized deferred revenue and due to this adjustment, the revenues, and gross and net profitability for nine-month period ended September 30, 2023 is reflected less to the extent of this unrealized deferred revenue.

Salaries, Payroll and Compensation Expense. We had Salary, payroll and stock compensation expenses of $3,886,197 and $819,732 during Nine months ended September 30, 2023 and September 30, 2022, respectively. This includes compensation for the management staff and stock-based compensation expenses related to the Company’s 2016 Stock Incentive Plan.

General and Administrative Expenses. We incurred $1,646,121 and $330,900 in general and administrative expenses during the nine months ended September 30, 2023, and September 30, 2022, respectively. General and administrative expenses include marketing expenses, and travel expenses, legal and other professional expenses related to the Company’s filings as a public company with the SEC.

Other Income/Expenses. We incurred $185,269 in other expenses/income for the nine months ended September 2023, as compared to $110,106 in other income during the nine months ended September 30, 2022. Other expenses consisted of interest expense related to bank overdraft.

Net Loss. We incurred a net loss of $4,822,406 for the nine months ended September 30, 2023, as compared to a net loss of $1,040,525 for the Nine months ended September 30, 2022.

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.

On April 15, 2023, the Company executed a Convertible Promissory Note (the “Line of Credit Note”) with Sushruta Pvt Ltd. (“SPL”), the Bahamian holding company owned by Dr. Sudhir Srivastava, our Chairman, Chief Executive Officer, and principal shareholder. Pursuant to the Line of Credit Note, SPL, in its discretion may make multiple advances to the Company through December 31, 2023 (the “Maturity Date”), in an aggregate amount of up to $US 20.0 million for working capital purposes. The advances under the Line of Credit Note do not bear interest and are due and payable on or before the Maturity Date. SPL may, at its option, convert the principal amount of any advance into shares of our common stock, at a conversion price of US$0.74 per share. As of September 27, 2023, US$16,980,000 in advances were outstanding under the Line of Credit Note. On September 27, 2023, SPL exercised its option to convert the US$16,980,000 in advances that were outstanding under the Line of Credit Note into 22,945,946 shares at the conversion price of $0.74 per share. The foregoing description of the Line of Credit Note is qualified in its entirety by reference to the copy of the Line of Credit Note filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2023.

While we have been successful in raising funds to meet our working capital needs to date, believe that we have the resources to do so for the balance, we do not have any committed sources of funding and there are no assurances that we will be able to secure additional funding if and when needed. The condensed consolidated financial statements included in this report have been prepared assuming that the Company will continue as a going concern; however, if the efforts noted above are not successful, it would raise substantial doubt about the Company’s ability to continue as a going concern. If we cannot obtain financing, then we may be forced to further curtail our operations or consider other strategic alternatives. Even if we are successful in raising the additional financing, there is no assurance regarding the terms of any additional investment and any such investment or other strategic alternative would likely substantially dilute our current shareholders.

Cash Flows used in Operating Activities

During the nine months ended September 30, 2023, net cash used by operating activities was $13,831,054 resulting from our net loss of $4,822,406 partially offset by non-cash charges of $1,587,581 primarily driven by depreciation, stock compensation expense and translation adjustment. During the nine months ended 30 September 2023, we also had cash used in net operating assets and liabilities, to the extent of $10,596,231 primarily driven by increases in prepaid expenses and other current assets to the extent of $12,723,129 including the fixed deposits provided to bank to secure the working capital facilities thereagainst and an increase in accounts payable and accrued expenses to the extent of $2,126,898.

During the nine months ended September 30, 2022, net cash used by operating activities was $303,711, resulting from our net loss of $1,040,525, partially offset by non-cash expenses of $819,732. During the same period, we also had cash invested in our operating assets and liabilities of $89,782 primarily due to decreases in accounts payable and contract liabilities.

Cash Flows from Investing Activities

During the nine months ended September 30, 2023, we had net cash used in investing activities of $4,946,786, investment in $877,403 in purchase of equipment, as well as our loans and advances and long term receivables of $4,069,383.

During the nine months ended September 30, 2022, we had no cash flows from investing activities activity.

Cash Flows from Financing Activities

During the September 30, 2023, we had net cash provided by investing activities of $24,022,701, including $6,118,214 in proceeds from bank overdraft, $446,188 in securities offering, $12,360 in repayment of Warrants, $22,980,000 in Proceeds from Notes converted, $50,000 in Proceeds from Options Exercised, as well as our Recapitalization of $4,594,341 and also comprising of repayments of notes to the extent of $1,000,000.

During the nine months ended September 30, 2022, we generated $412,080 from a private securities offering.

Critical Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates included deferred revenue, costs incurred related to deferred revenue, the useful lives of property and equipment and the useful lives of intangible assets.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of ASC 740.

ASC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

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 is material to investors.

Item 3. Quantitative Disclosures About Market Risks.

As a “smaller reporting company,” we are not required to provide the information required by this Item.

Item 4. Controls and Procedures.

Our Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of September 30, 2023, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of September 30, 2023, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses identified and described in Item 9A(b) of our Annual Report on Form 10-K for the year ended December 31, 2022. However, we believe that subsequent to the Merger, we have begun to remediate these weaknesses by appointing a new Chief Financial Officer and utilizing the accounting and financial staff employed by SSI-India.

Our Chief Executive Officer and Chief Financial Officer do not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our Chief Executive Officer and Chief Financial Officer have determined that our disclosure controls and procedures are effective at doing so, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Controls Over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the period covered by this report that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

Not Applicable.

Item 1A. Risk Factors.

As a “smaller reporting company,” we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit No.		Description of Exhibit
31.1		Section 302 Certification – Chief Executive Officer
31.2		Section 302 Certification – Chief Financial Officer
32.1		Section 906 Certification – Chief Executive Officer
32.2		Section 906 Certification – Chief Financial Officer
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Management Compensation Plan or Arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SS INNOVATIONS INTERNATIONAL, INC.

Dated: November 13, 2023	By:	/s/ Anup Sethi
		Anup Sethi, Chief Financial Officer
		(Principal Financial and Accounting Officer)