Business context and reporting period
SS Innovations International, Inc. reported a material financing transaction dated October 9, 2026. This Form 8-K describes the transaction, not quarterly or annual operating results.
Key financial terms
| Item | Terms disclosed |
|---|---|
| Financing | Secured convertible promissory note with $21.025 million original principal, issued for $20.0 million. The difference includes a $1.0 million original issue discount and $25,000 of investor transaction expenses. |
| Interest and maturity | 8.75% per annum, compounded daily; matures 36 months after October 9, 2026. |
| Collateral and guarantees | Secured by specified company and subsidiary assets, including intellectual property, but excluding the assets and capital stock of Indian operating subsidiary SSI-India. Subsidiaries other than SSI-India guarantee the note. |
| Share reserve | Initial reserve of 8,000,000 common shares for note-related issuances, to be increased in 100,000-share increments as required by the agreement. |
The filing does not provide revenue, profit, cash flow, margins, or liquidity metrics. It does not state the company’s total debt or cash balances, so the financing’s effect on overall leverage and liquidity cannot be determined from this filing alone.
Material changes versus prior comparable period
The company incurred a new secured convertible obligation and received a $20.0 million purchase price. The filing provides no prior-period financial figures for comparison.
Terms, outlook, and risks
- From the effective date, the investor may make limited conversions at 95% of the defined Market Price, subject to a trading-price condition and daily conversion limits. Market Price is based on the lower of the prior trading day’s VWAP and the average VWAP over the prior five trading days.
- Beginning 12 months after issuance, the investor may require monthly redemptions, subject to a limit equal to the note balance at that anniversary divided by 24. The company may satisfy redemptions in cash, shares, or a combination.
- Conversions, redemptions, and prepayments include “Make-Whole Interest,” calculated using remaining interest through maturity, with specified reductions after the first and second anniversaries. The note also permits company prepayment on five trading days’ notice, subject to stated conversion-related exceptions.
- Share issuance is subject to a 4.99% beneficial-ownership cap, which the investor may increase to 9.99% on 61 days’ notice, and to Nasdaq’s Exchange Cap unless shareholder approval is obtained or the cap otherwise does not apply.
- Key investor risks include potential dilution, a floating conversion price, substantial make-whole interest, secured claims on specified assets, and customary covenants and events of default. The filing gives no operating guidance or outlook.
Important facts for investors to verify
- Review the note and transaction agreements for the complete interest, redemption, conversion, collateral, covenant, and default provisions.
- Check subsequent filings for conversions, redemptions, prepayments, share-reserve increases, or shareholder approval related to the Exchange Cap.
- Assess the note’s effect on cash, debt service, and collateral alongside the company’s latest financial statements; those figures are not included in this 8-K.