SSII SS Innovations International Inc (PK)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): December 11, 2024

 

SS INNOVATIONS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

Florida		000-56608		47-3478854
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1600 SE 15th Street, #512 Fort Lauderdale, Florida		33316
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (954) 478-1410

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each Class		Trading Symbol		Name of each exchange on which registered
None		N/A		N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ☐

 

 

 

As used in this Current Report on Form 8-K (this “Report”), the terms “SSi,” “the Company,” “we,” “us” and “our” refer to SS Innovations International, Inc. and its subsidiaries.

 

Item 8.01 Other Events.

 

On December 11, 2024, we issued a press release announcing that our independent registered public accounting firm, BDO India LLP, has completed the re-audit of the Company’s consolidated financial statements for the years ended December 31, 2023 and December 31, 2022 and providing an update for shareholders and the investment community regarding its decision to withdraw its pending Registration Statement on Form S-1 and the Company’s current plans to uplist its common stock to Nasdaq. 

 

A copy of the press release is included as Exhibit 99.1 to this Report.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
99.1		Press Release, December 11, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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 hereunto duly authorized.

 

Dated: December 11, 2024	SS INNOVATIONS INTERNATIONAL, INC.
	By:	/s/ Sudhir Srivastava
		Sudhir Srivastava, M.D. Chairman and Chief Executive Officer

 

 

2

 

Exhibit 99.1

 

 

 

SS Innovations Announces Completion of BDO Audit Process and Issues Update on Plans for NASDAQ Uplisting

 

Fort Lauderdale, FL., December 11, 2024 - SS Innovations International, Inc. (the “Company” or “SS Innovations”) (OTC: SSII), developer of innovative surgical robotic technologies dedicated to making world-class robotic surgery affordable and accessible to a global population, today announced that its new independent registered public accounting firm, BDO India LLP (“BDO”), has completed the re-audit of the Company’s consolidated financial statements for the years ended December 31, 2023 and December 31, 2022, which were included in the Company’s previously filed Annual Report on Form 10-K for the year ended December 31, 2023 (the “Original Filing”). In addition, SS Innovations is hereby updating its shareholders and the investment community on its plans to uplist its common stock to NASDAQ.

 

As previously reported in its Securities and Exchange Commission (“SEC”) filings, in May 2024, the SEC entered an order barring BF Borgers CPA PC (“Borgers”), the Company’s then independent registered public accounting firm, from appearing or practicing before the SEC as an accountant. As a result, Borgers could no longer act as the independent registered public accounting firm for the Company (or several hundred other public companies who had also engaged Borgers). Consequently, the Company terminated the engagement of Borgers and subsequently retained BDO as its independent registered public accounting firm.

 

Given the circumstances giving rise to Borgers’ dismissal, the Company asked BDO to re-audit the prior consolidated audited financial statements included in the Original Filing. Contemporaneously with the reaudit, the Company also undertook an internal review of certain accounting policies and internal controls and procedures. An external consulting firm was also appointed by the Company to help perform comprehensive technical accounting evaluations.

 

In the course of this internal review and while BDO was performing the reaudit, the Company discovered material errors in the prior audited consolidated financial statements included in the Original Filing. As a result, the Company determined that in order to reflect the foregoing, those financial statements would need to be restated and as a result could no longer be relied upon (which was reported in a Current Report on Form 8-K filed with the SEC.

 

On December 6, 2024, SS Innovations filed an amendment to the Original Filing on Form 10-K/A, which included audited consolidated financial statements and related footnote disclosures as of and for the years ended December 31, 2023, and 2022, which restated the financial statements included in the Original Filing.

 

 

 

 

Restated consolidated financials for 2023 post BDO audit as per the recently filed 10K/A had the following major differences from the Original Filing:

 

Major areas of change			As per Original Filing				As per Form 10-K/A			Difference
Balance Sheet as of December 31, 2023
Shareholders’ Equity		$	14.30 Mill			$	19.72 Mill			Increase by $5.42 Mill
Working Capital Surplus		$	9.11 Mill			$	12.96 Mill			Increase by $3.85 Mill
Statement of Operations and Comprehensive Loss for the year 2023
Revenues for 2023		$	5.88 Mill			$	5.88 Mill			No change
Gross Profits		$	0.71 Mill			$	0.72 Mill			Increase by $0.01 Mill
Loss from Operations		$	20.67 Mill			$	20.27 Mill			Decrease by $0.40 Mill
Total Comprehensive Loss		$	21.29 Mill			$	21.13 Mill			Decrease by $0.16 Mill

 

The abovementioned changes in reported financials were mainly due to the following reasons:

 

A.

Change in accounting for the April 2023 acquisition by merger of Cardio Ventures, Inc.

 

B.

Change in revenue recognition for deferred payment sales.

 

C.

Functional and other reclassifications.

 

D.

Recognition of right of use of certain assets and liabilities.

 

E.

Corrections of certain errors/adjustments.

 

The net impact of the restatements as mentioned above resulted in reporting of an improved net worth position and slightly improved financial performance numbers of the Company for the year 2023.

 

Contemporaneously with this filing, the Company filed with the SEC to withdraw its pending Registration Statement on Form S-1, which was filed on February 14, 2024. The Company believes that it meets the requirements for listing its shares of common stock on NASDAQ without completing the offering contemplated by the Registration Statement and intends to proceed with an uplisting to NASDAQ or another National Securities Exchange as soon as possible.

 

SS Innovations continues to demonstrate its accelerating growth having successfully completed to date over 2,500 robotic surgical procedures primarily in India using its SSi Mantra Surgical Robotic System (the “SSi Mantra”) and its recently announced expansion to Indonesia where it successfully completed that country’s first robotic cardiac surgery using its SSi Mantra. SS Innovations now has its systems installed in 5 countries and expects to continue its expansion to fulfill its mission to provide affordable state-of-the-art robotic surgery treatment to patients around the globe.

 

About SS Innovations:

 

SS Innovations International, Inc. (OTC: SSII) is a developer of 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. SS Innovations’ product range includes its proprietary “SSi Mantra” surgical robotic system, and “SSi Mudra” its wide range of surgical instruments capable of supporting a variety of surgical procedures including robotic cardiac surgery. SS Innovations’ business operations are headquartered in India and the Company plans to expand the presence of its technologically advanced, user-friendly, and cost-effective surgical robotic solutions, globally. For more information, visit our website at ssinnovations.com or LinkedIn for updates.

 

 

 

 

About SSI Mantra:

 

The SSI Mantra Surgical Robotic System, by SS Innovations, is a modular multi-arm system with many advanced technology features. It allows for the use of 3-5 robotic arms, has an open-faced ergonomic Surgeon Command Centre, 32-inch large 3D 4K monitor, a 23-inch 2D Touch panel monitor for all patient related information display, a virtual real-time image of the robotic Patient Side Arm Carts, and the ability for superimposition of 3D models of diagnostic imaging. The Vision Cart gives the table-side team the same magnified 3D 4K view as the Surgeon to provide better safety and efficiency. The modular robotic arms give flexibility in positioning and the number of arms to be used. This allows for collision-free conduct of surgical operations. There are over 40 different types of robotic endo-surgical instruments that can be used for different specialties including cardiac surgery. The learning curve for surgeons is shorter due to the SSi Mantra’s ergonomic design and user-friendly features.

 

The SSi Mantra has been clinically validated in India in more than 80 different types of surgical procedures. SS Innovations has commenced the regulatory approval process in the United States and the European Union and anticipates receiving FDA approval to market and CE Mark approval in the second half of 2025.

 

Forward-Looking Statements:

 

This press release may contain statements that are not historical facts and are considered forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “assume,” “believe,” “estimate,” “expect,” “will,” “intend,” “may,” “plan,” “project,” “should,” “could,” “seek,” “designed,” “potential,” “forecast,” “target,” “objective,” “goal,” or the negatives of such terms or other similar expressions to identify such forward-looking statements. These statements relate to future events or SS Innovations International’s future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

 

Follow us on:  

LinkedIn: https://www.linkedin.com/company/ssinnovationsgroup/

YouTube: https://www.youtube.com/@ssinnovations

 

For media inquiries, please contact:

press@ssinnovations.org

+1-212-739-0300

 

 

3

 

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Cover	Dec. 11, 2024
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Dec. 11, 2024
Entity File Number	000-56608
Entity Registrant Name	SS INNOVATIONS INTERNATIONAL, INC.
Entity Central Index Key	0001676163
Entity Tax Identification Number	47-3478854
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	1600 SE 15th Street
Entity Address, Address Line Two	#512
Entity Address, City or Town	Fort Lauderdale
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33316
City Area Code	954
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Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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