Filing summary
Entity and period mismatch: The supplied filing is AVRA Medical Robotics, Inc.’s Form 10-K for the fiscal year ended December 31, 2021, signed November 3, 2022. It is not a 10-K for SS Innovations International, Inc. or for 2020 Q4. The filing describes a proposed transaction with SSI parties announced in August 2022; it does not establish that the transaction was completed.
Business context and reporting period
AVRA was a development-stage medical robotics company developing an AI-guided autonomous robotic system, initially intended for skin-resurfacing procedures such as microneedling and laser treatments. It reported no revenue in either 2021 or 2020. The filing says the UCF research agreement expired in April 2021 and describes work with Florida Polytechnic University.
Financial results and liquidity
| Metric | 2021 | 2020 |
|---|---|---|
| Revenue | $0 | $0 |
| Operating expenses | $1,407,038 | $1,102,927 |
| Net loss | $1,484,313 | $1,124,681 |
| Net loss per share, basic and diluted | $0.05 | $0.05 |
| Cash used in operating activities | $363,034 | $90,540 |
| Cash at year-end | $405,774 | $160,709 |
| Total assets | $428,607 | $317,870 |
| Total current liabilities | $287,281 | $1,186,919 |
Operating expenses rose about 28%, and net loss rose about 32%. General and administrative expense increased to $458,801 from $287,737; compensation expense increased to $947,237 from $812,190. Research and development expense was $1,000, down from $3,000. Other expense was $77,274, primarily reflecting a $77,392 impairment charge on the Avra Air investment. No meaningful revenue or gross margin was reported.
Year-end current assets were $408,065, versus current liabilities of $287,281. The balance sheet lists $145,000 of related-party notes payable and no promissory notes at year-end. Financing activities provided $569,949 in 2021, including $315,200 from a private placement and $267,850 from a securities offering, partly offset by $26,000 of treasury-stock purchases. The company had no committed funding source and reported negative operating cash flow.
Material changes, outlook, risks, and unusual items
- Going concern: The auditor’s report states that recurring operating losses, accumulated deficit, and negative operating cash flows raise substantial doubt about the company’s ability to continue as a going concern. The auditor nevertheless gave an unqualified opinion on the financial statements.
- Financing and dilution: The company relied on private debt and equity financing. Management warned that further funding might not be available and could substantially dilute existing shareholders. The CEO converted accrued salary and notes into shares during 2021; the filing also reports significant stock-based compensation and shares issued for services.
- Proposed SSI transaction, after year-end: The August 2022 non-binding letter of intent contemplated SSI-party shareholders owning 95% of the combined company and existing AVRA shareholders owning 5%, a name change to SS Innovations, Inc., and a potential national-exchange listing. Completion depended on definitive agreements, due diligence, and other conditions; the filing provides no assurance it would close.
- Interim financing, after year-end: AVRA reported advancing $990,000 to the SSI parties under automatically convertible notes, and funding this with convertible notes sold to investors. The filing also says additional advances and note issuances of up to $5 million may be made. The stated note principal amounts and the reported advance do not clearly reconcile in the text.
- Development and regulatory risk: The system remained under development and required testing and regulatory clearances. FDA pathway, clinical requirements, timing, and costs were uncertain; management’s timelines were expectations, not assured milestones. Commercialization also depended on financing, product performance, and market acceptance.
- Trading and compliance: AVRA said it had temporarily ceased periodic reporting after its former auditor stopped operating, and its stock traded on the OTC Expert Market from September 2021. It described trading as sporadic and extremely limited and said there was no assurance of returning to OTC Pink or OTCQB.
- Controls: Management identified material weaknesses related to missing written internal-control documentation and inadequate segregation of accounting duties. Remediation was planned when resources became available. The filing states that the company was not required to have, and the auditor was not engaged to perform, an audit of internal control over financial reporting.
Important facts for investors to verify
- Confirm the intended issuer and period: this filing is AVRA’s 2021 annual report, not an SS Innovations International 2020 Q4 filing.
- Verify the reported equity figures: the balance sheet shows total stockholders’ equity of $141,326, while other text refers to a stockholders’ deficit of about $8.4 million. The accumulated deficit is $8,478,060, which is not the same as total stockholders’ equity.
- Reconcile share-count disclosures: the balance sheet reports 37,848,905 common shares outstanding at year-end, while the statement of shareholders’ deficit reports 37,849,405; the cover reports 39,197,099 shares outstanding as of November 1, 2022.
- Check the controls section’s inconsistent evaluation dates: it refers to assessments as of December 31, 2020 and December 20, 2019, despite reporting on fiscal 2021.
- Confirm the status and final terms of the SSI transaction, related-party/interim financing, and any later share issuances or conversions; the transaction described here was non-binding and subject to conditions.
- Review the audited financial statements and notes for cash needs, related-party obligations, stock-based compensation, and any subsequent events. The filing text does not provide clear, consistently reconciled values for every share and transaction amount.