Form 8-K
8-K — SS Innovations International, Inc.
Accession: 0001213900-26-077784
Filed: 2026-07-14
Period: 2026-07-14
CIK: 0001676163
SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Financial Statements and Exhibits
Documents
8-K — ea0297601-8k_ssinnova.htm (Primary)
EX-10.1 — EMPLOYMENT AGREEMENT BETWEEN SS INNOVATIONS INTERNATIONAL, INC. AND SARAH M. ROMANO (ea029760101ex10-1.htm)
EX-99.1 — PRESS RELEASE, DATED JULY 14, 2026 (ea029760101ex99-1.htm)
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8-K — CURRENT REPORT
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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):
July 14, 2026
SS INNOVATIONS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Florida
001-42615
47-3478854
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
405, 3rd Floor, iLabs Info Technology Centre
Udyog Vihar, Phase III
Gurugram,
Haryana India
122016
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including
area code: +91 73375 53469
(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
Common Stock
SSII
The Nasdaq Stock Market LLC
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 “Current
Report”), the terms “SSi,” “the Company,” “we,” “us”
and “our” refer to SS Innovations International, Inc. and its subsidiaries.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of new Chief
Financial Officer
On July 14, 2026, we issued a press release announcing
the appointment of Sarah M. Romano as the Company’s new Chief Financial Officer, effective August 3, 2026. Ms. Romano will be based
in the United States. A copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated
herein by reference.
Ms. Romano, 46, has over two decades of experience
as a financial professional. Prior to joining the Company, from April 2025 to July 2026, Ms. Romano served as the Chief Financial
Officer and Treasurer of Vicarious Surgical Inc. (NYSE/OTCQB: RBOT), a robotic surgery company developing next-generation minimally invasive
surgical technology. She previously served as Chief Financial Officer of Entero Therapeutics, Inc. (Nasdaq: ENTO) (formerly First Wave
BioPharma), a clinical-stage biopharmaceutical company specializing in the development of targeted, orally delivered therapies for gastrointestinal
diseases, from March 2022 to March 2025. Prior thereto, she served as Chief Financial Officer of Kiora Pharmaceuticals, Inc. (Nasdaq:
KPRX) (formerly EyeGate Pharmaceuticals, Inc.), a clinical-stage specialty pharmaceutical company developing products for treating ophthalmic
diseases, from February 2017 through February 2022, and as its Corporate Controller from August 2016 to January 2017. Ms. Romano began
her career as an auditor in the Boston office of PricewaterhouseCoopers. A licensed CPA in Massachusetts, she holds a Bachelor of Arts
in Accounting from College of the Holy Cross and a Master of Accounting from Boston College.
The Company and Ms. Romano entered into a three-year
employment agreement, effective August 3, 2026 (the “Employment Agreement”), providing for annual base compensation
of $440,000. Ms. Romano will be eligible for an annual cash bonus based on achievement of certain performance criteria and subject to
the terms of the Employment Agreement. In addition, the Employment Agreement provides for Ms. Romano to receive a grant of options under
the Company’s 2026 Incentive Stock Plan (the “Incentive Plan”) to purchase 750,000 shares of the Company’s
common stock vesting as to 250,000 shares on the first anniversary of the effective date and thereafter in twenty-three (23) installments
of 20,833 shares, and a final monthly installment of 20,841 shares, subject to continued employment of Ms. Romano by the Company and the
other terms and conditions of the Incentive Plan. The Employment Agreement also contains customary confidentiality, assignment of proprietary
rights, non-competition and non-solicitation provisions.
In addition to the foregoing, on the effective date of the Employment
Agreement the Company will enter into an indemnification agreement with Ms. Romano in the form of Exhibit A to the Employment Agreement.
The above summary of the Employment Agreement
is qualified in its entirety by reference to the Employment Agreement, a copy of which is attached as Exhibit 10.1 to this Current
Report and is incorporated herein by reference.
1
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
10.1
Employment Agreement between SS Innovations International, Inc. and Sarah M. Romano
99.1
Press Release, dated July 14, 2026
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
2
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: July 14, 2026
SS INNOVATIONS INTERNATIONAL, INC.
By:
/s/ Sudhir Srivastava
Sudhir Srivastava, M.D.
Chairman and Chief Executive Officer
3
EX-10.1 — EMPLOYMENT AGREEMENT BETWEEN SS INNOVATIONS INTERNATIONAL, INC. AND SARAH M. ROMANO
EX-10.1
Filename: ea029760101ex10-1.htm · Sequence: 2
Exhibit
10.1
EXECUTIVE
EMPLOYMENT AGREEMENT
This
EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of June 22, 2026, by and between
SS INNOVATIONS INTERNATIONAL, INC., a Florida corporation, (the “Company”) and SARAH M. ROMANO, an individual
“Executive”).
RECITALS
WHEREAS,
the Company desires to secure the services of Executive, and the Executive desires to furnish such services to the Company, on and subject
to, the terms and conditions set forth in this Agreement; and
WHEREAS,
Executive, due to the nature of Executive’s duties, will be provided access to the Company’s trade secrets and other confidential
information and the Company desires to maintain the confidentiality of the same.
AGREEMENT
NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1.
Recitals. The above recitals are true and correct and are incorporated herein by reference.
2.
Position and Duties. Executive shall serve as Chief Financial Officer (“CFO”) of the Company, reporting
to the Company’s Chief Executive Officer (“CEO”) and board of directors (the “Board”). Executive
shall perform those services customary to the office of CFO and such other lawful duties that may be reasonably assigned to her from
time to time by the CEO and/or the Board, provided those duties are consistent with Executive’s position and authority. Executive further
agrees to use her best efforts to promote the interests of the Company and to devote her full business time and energies to the business
and affairs of the Company, provided, however, that the foregoing shall not be construed to prohibit Executive from engaging in
activities relating to serving on corporate, civic, charitable, or not-for-profit boards or committees, or from managing her personal
passive investments, provided that such activities do not materially interfere or conflict with the performance by Executive of Executive’s
duties and responsibilities hereunder. Executive may continue her existing board service and may serve on other boards of directors,
including public company boards, provided that such service does not create a conflict of interest with the Company and does not materially
interfere with the performance of Executive’s duties. Executive shall provide prior notice to the Board before accepting any future
public company directorship. At all times, Executive shall perform and discharge faithfully, diligently, and in a professional manner,
Executive’s duties and responsibilities hereunder.
Page 1 of 23
3.
Term. The Company shall continue to employ Executive and Executive shall continue to serve the Company, on and subject
to, the terms and conditions set forth herein, for the period commencing on August 3, 2026 (the “Effective Date”),
and expiring on August 3, 2029, unless this Agreement is sooner terminated as set forth herein (the “Initial Term”).
This Agreement shall automatically renew for successive one (1) year periods (each, a “Renewal Term,” and together
with the Initial Term, the “Term”), unless either party gives notice of non-renewal of this Agreement at least sixty
(60) days prior to expiration of the Initial Term or any Renewal Term, or unless this Agreement is sooner terminated as hereinafter set
forth.
4.
Place of Employment. The Company and Executive agree that Executive will predominantly perform her duties remotely from
her principal residence, with travel to the Company’s headquarters in Gurugram, Haryana, India, such other business locations established
by the Company within the United States, or such other locations, all as reasonably requested by the Company or required by her position.
5. Compensation
and Related Matters.
(a)
Base Salary. Executive’s annual base salary shall be four hundred forty thousand dollars ($440,000) (together with any
subsequent increases thereto as hereinafter provided, the “Base Salary”). The Base Salary may be increased by the
Board or its compensation committee (the “Committee”) from time to time during the Term but shall be reviewed at least
once annually. The Base Salary shall be paid in accordance with the Company’s normal payroll practices, in effect from time to
time during the Term.
(b) Annual
Bonus. During the Term, Executive shall be eligible for an annual cash bonus with a target amount of 40% of Base Salary,
based on achievement of performance criteria agreed upon between Executive and the Committee or the Board within the first ninety
(90) days after the Effective Date, with respect to the period commencing on the Effective Date and ending on December 31, 2026 (the
“Initial Period”), and within ninety (90) days of the beginning of each subsequent fiscal year during the Term.
The bonus shall be paid no later than March 31 of the year following the Initial Period or the fiscal year in which it is earned.
Any changes to the bonus criteria during the Initial Period or each subsequent fiscal year during the Term shall require Executive’s
written consent. In order to be eligible to receive the annual cash bonus, Executive must be employed by the Company on the date
that annual cash bonuses are paid to senior management generally.
(c) Equity
Incentives.
(i)
On the Effective Date, the Company shall grant to Executive options to purchase 750,000 shares of common stock (the
“Options”) under the Company’s 2026 Incentive Stock Plan (the “2026 Plan”). The Options
will (A) vest as to 250,000 shares on the first anniversary of the Effective Date and thereafter in twenty-three (23) monthly
installments of 20,833 shares, and a final monthly installment of 20,841 shares , subject to continued employment of Executive by
the Company; (B) be exercisable at a price per share equal to fair market value (as defined in the 2026 Plan); (C) expire five (5)
years from the Effective Date; and (D) be subject to the other terms and conditions of the 2026 Plan. Notwithstanding the foregoing,
in the event a Change in Control (as defined in Section 8) occurs prior to the vesting of the Options in full and Executive
is still in the employment of the Company at such time, any unvested portion of the Options shall immediately vest in
full.
(ii)
In addition to the foregoing, during the Term, Executive shall be eligible to participate in the 2026 Plan and any successor equity incentive
plan, subject to such terms and conditions as determined by the Committee or the Board in their sole discretion.
Page 2 of 23
(d)
Business Expenses. Executive shall be entitled to receive prompt reimbursement reasonable and customary business expenses
incurred by her in performing services hereunder, in accordance with the policies and procedures then in effect and established by the
Company for its senior executives. Notwithstanding the foregoing, Executive acknowledges and agrees that airfare for flights of less
than four (4) hours duration or less shall be in premium economy class (or economy class if not available) and airfare for flights of
four (4) hours duration or more shall be in business or domestic first class.
(e)
Health Insurance. Executive shall be reimbursed during the Term for the premiums for a gold standard health plan (including
medical, dental and vision coverage) covering Executive and her dependents approved by the Board in its reasonable discretion. Executive
shall submit such reasonable documentation of the amount and payment of such premiums. At such time as the Company establishes a health
insurance plan for its U.S. – based executives and employees, Executive shall participate in such plan on the same basis as offered
to other members of senior management.
(f)
Directors’ and Officers’ Liability Insurance. During the Term, the Company shall use commercially reasonable
efforts to maintain in effect Directors’ and Officers’ Liability Insurance in an amount determined by the Board, which shall
contain customary coverage for Executive and which will be on terms no less favorable than provided to other directors and executive
officers of the Company. Upon the Effective Date, the Company and Executive shall also enter into the Indemnification Agreement in the
form attached as Exhibit A hereto.
(g)
Paid Time Off Policy. Executive will be entitled to paid time off (“PTO”) in accordance with the policy
for U.S. - based senior management as in effect from time to time. Executive acknowledges and understands that the PTO policy applicable
to Executive as of the Effective Date provides for four (4) weeks paid time off plus U.S. holidays. The Company agrees that, notwithstanding
any future changes to the PTO policy for U.S. based senior management, the PTO policy applicable to Executive will be no less favorable
than the PTO policy in effect as of the Effective Date.
(h)
Other Benefits. Executive shall be eligible to participate in the employee benefit plans hereafter established and maintained
by the Company from time to time during the Term, which benefit plans are of general applicability to its similarly situated U.S. –
based senior management.
(i)
Withholding. All amounts payable to Executive under this Agreement shall be subject to all required federal, state and
local withholding, payroll and insurance taxes.
(j)
Board Discretion. Nothing in this Section 5 shall obligate the Board to implement any particular benefit plan or
prevent the Board from amending or terminating any benefit plan implemented.
Page 3 of 23
6.
Termination. Executive’s employment may be terminated and this Agreement terminated under the following circumstances:
(a) Death.
Executive’s employment hereunder shall terminate upon her death.
(b)
Disability. The Company may terminate Executive’s employment if Executive becomes subject to a Disability. For purposes
of this Agreement, “Disability” means Executive is unable to perform the essential functions of her position, with
or without a reasonable accommodation, for a period of ninety (90) consecutive calendar days or one hundred twenty (120) non-consecutive
calendar days within any rolling twelve (12) month period because of physical, mental, or emotional incapacity, resulting from injury,
sickness, or disease, as determined by an independent physician selected by the Company.
(c)
Termination by Company for Cause. The Company may terminate Executive’s employment for “Cause.” For
purposes of this Agreement, “Cause” means Executive’s (i) commission of an act of fraud against the Company,
misappropriation of Company assets, embezzlement, theft, or the conviction of a crime involving drug abuse, violence, dishonesty, theft
or moral turpitude; (ii) material breach of this Agreement; (iii) continuing and material failure to comply with the policies and/or
directives of the Company; or (iv) failure to substantially perform the material duties Executive is required to perform under this Agreement
or to follow any specific lawful instructions of the Board (other than as a result of partial or total incapacity due to physical or
mental illness) which misconduct, breach or failure is not cured to the satisfaction of the Board or is not capable of being cured within
fifteen (15) days following the Company’s written notice to Executive describing in reasonable detail the misconduct, breach or
failure and the requirements to cure the misconduct, breach or failure, if capable of being cured.
(d)
Termination by the Company Without Cause. A termination of Executive’s employment by the Company for any reason, except
death, disability or Cause, will be deemed to be a termination “Without Cause.”
(e) Termination
by Executive for Good Reason. Executive may terminate her employment for “Good Reason.” For purposes of
this Agreement, “Good Reason” means (i) without Executive’s written consent, a material reduction of her duties,
positions or responsibilities, including but not limited to removal of Executive as CFO; (ii) without Executive’s written consent, a
reduction by the Company in Base Salary as in effect immediately prior to such reduction; (iii) without Executive’s written
consent, relocation of her primary place of employment to a place more than fifty (50) miles from her principal residence; or (iv)
the Company’s material breach of this Agreement; provided that within thirty (30) days of the Company’s act or omission giving rise
to a resignation for Good Reason, Executive notifies the Company in writing of the act or omission, the Company fails to correct the
act or omission (to the extent curable) within thirty (30) days after receiving Executive’s written notice and Executive actually
terminates her employment within sixty (60) days after the date the Company receives Executive’s notice.
Page 4 of 23
(f)
Termination by Executive Without Good Reason. A resignation of Executive’s employment for any reason other than Good Reason
will be deemed to be a resignation “Without Good Reason.” Executive may terminate her employment at any time Without
Good Reason, upon thirty (30) days prior written notice to the Company, provided however, the Company may accelerate the date of such
termination to any date following the receipt of such written notice.
(g)
Termination by the Company due to Non-renewal. A termination of Executive’s employment by the Company due to the Company’s
non-renewal of this Agreement pursuant to Section 3, will not be deemed to be a termination for purposes of this Section 6.
(h)
Termination Date. The “Termination Date” means (i) if Executive’s employment is terminated by her death
under Section 6(a), the date of her death; (ii) if Executive’s employment is terminated on account of her Disability under Section
6(b), the date on which the Company provides Executive a written termination notice; (iii) if the Company terminates Executive’s
employment for Cause under Section 6(c), the date on which the Company provides Executive a written termination notice; (iv) if
the Company terminates Executive’s employment Without Cause under Section 6(d), the date on which the Company provides Executive
a written termination notice; (v) if Executive resigns her employment for Good Reason under Section 6(e), the date on which Executive
provides the Company a written termination notice; and (vi) if Executive resigns her employment Without Good Reason under Section
6(f), thirty (30) days after the date on which Executive provides the Company a written termination notice, unless accelerated by
the Company pursuant to Section 6(f) above.
(i)
Deemed Resignation. Immediately upon the termination of Executive’s employment with the Company for any reason, Executive
will be deemed to have resigned from all positions as an officer or director of the Company and its affiliates, along with any other
positions she may hold with or for the benefit of the Company and/or its affiliates. In furtherance of the preceding sentence, Executive
will execute and return to the Company all letters and documents that the Company may reasonably require in order to evidence such resignation(s),
but Executive’s failure to execute and return such documents will not have the effect of delaying or in any way invalidating the
resignation(s) provided for by the preceding sentence.
7. Compensation
Upon Termination.
(a)
Termination by the Company for Cause or by Executive Without Good Reason. If Executive’s employment with the Company is
terminated pursuant to Sections 6(c), or 6(f), the Company shall pay or provide to Executive (i) any earned but unpaid
Base Salary as of the Termination Date; (ii) unpaid expense reimbursements as of the Termination Date; and (iii) any vested benefits
Executive may be entitled to under any employee benefit plan of the Company (collectively, the “Accrued Obligations”),
on or before the time required by law but in no event more than thirty (30) days after the Termination.
Page 5 of 23
(b)
Termination for Death or Disability. If Executive’s Employment is terminated by reason of Executive’s death pursuant
to Section 6(a) or Disability pursuant to Section 6(b), then the Company shall pay Executive or her estate or legal representative,
as the case may be the Accrued Obligations and any accrued but unpaid bonus earned through the Termination Date, on or before thirty
(30) days after the Termination Date.
(c)
Termination by the Company Without Cause or by Executive with Good Reason. If Executive’s employment is terminated by the
Company Without Cause pursuant to Section 6(d) or Executive terminates her employment for Good Reason pursuant to Section 6(e),
then Executive shall be entitled to the following:
(i)
The Company shall pay Executive the Accrued Obligations, on or before thirty (30) days after the Termination Date;
(ii)
The Company shall pay Executive her Base Salary then in effect for a period of six (6) month from the Termination Date (the “Severance
Period”), in accordance with the Company’s normal payroll practices in effect on the Termination Date;
(iii)
a pro-rata portion of Executive’s at-target Annual Bonus for the calendar year in which the termination occurs on or before ninety
(90) days after the Termination Date ; and
(iv)
continuation of health benefits for the Severance Period at Company expense, with such benefits provided either through COBRA reimbursement
or direct payment of premiums, at Executive’s election.
8. Change
in Control.
(a)
In the event of a Change in Control followed by Executive’s termination Without Cause or resignation for Good Reason within nine (9)
months of such Change of Control, Executive shall be entitled to receive: (i) all Accrued Obligations within thirty (30) days of the
Termination Date; (ii) nine (9) months of Base Salary paid in accordance with the Company’s normal payroll practices in effect on the
Termination Date; (ii) a pro-rata portion of Executive’s at-target Annual Bonus for the calendar year in which the termination
occurs within ninety (90) days of the Termination Date; and (iii) continuation of health benefits for nine (9) months at Company expense,
with such benefits provided either through COBRA reimbursement or direct payment of premiums, at Executive’s election.
(b)
For purposes of this Agreement, a “Change in Control” means (i) a sale of all or substantially all of the
Company’s assets; (ii) any merger, consolidation or other business combination transaction of the Company with or into another
corporation, entity or person, other than a transaction in which the holders of at least a majority of the shares of voting capital
stock of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding
or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power
represented by the shares of voting capital stock of the Company (or the surviving entity) outstanding immediately after such
transaction; or (iii) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons
acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the
voting power of the then outstanding shares of capital stock of the Company.
Page 6 of 23
9. Section
409A.
(a)
This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed and administered in accordance
with Section 409A.
(b)
All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred
by Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable,
but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense
was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind
benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind
benefits is not subject to liquidation or exchange for another benefit.
(c)
To the extent that any of the payments or benefits provided for in Sections 7 or 8 are deemed to constitute
non-qualified deferred compensation benefits subject to Section 409A of the United States Internal Revenue Code (the
“Code”), the following interpretations apply to Section 7 or 8: Any termination of Executive’s
employment triggering payment of benefits under Section 7 or 8 must constitute a “separation from
service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits
can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section
409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to
be provided by Executive to the Company or any of its parents, subsidiaries or affiliates at the time Executive’s employment
terminates), any benefits payable under Sections 7 or 8 that constitute deferred compensation under Section 409A of
the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section
409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 9(b) shall not
cause any forfeiture of benefits on Executive’s part but shall only act as a delay until such time as a “separation from
service” occurs. Further, if Executive is a “specified employee” (as that term is used in Section 409A
of the Code and regulations and other guidance issued thereunder) on the date her separation from service becomes effective, any
benefits payable under Section 7 or 8 that constitute non-qualified deferred compensation under Section 409A of the
Code shall be delayed until the earlier of (i) the business day following the six-month anniversary of the date her separation from
service becomes effective; and (ii) the date of Executive’s death, but only to the extent necessary to avoid such penalties under
Section 409A of the Code. On the earlier of (i) the business day following the six (6) month anniversary of the date her separation
from service becomes effective; and (ii) Executive’s death, the Company shall pay Executive in a lump sum the aggregate value of the
non-qualified deferred compensation that the Company otherwise would have paid Executive prior to that date under Sections 7
or 8 of this Agreement. It is intended that each installment of the payments and benefits provided under Section 7 of
this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. Neither the
Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent
specifically permitted or required by Section 409A of the Code.
Page 7 of 23
10. Section
280G.
(a)
If any of the payments or benefits received or to be received by Executive (including, without limitation, any payment or benefits received
in connection with a Change in Control or Executive’s termination of employment, whether pursuant to the terms of this Agreement
or any other plan, arrangement, or agreement, or otherwise) (all such payments collectively referred to herein as the “280G
Payments”) constitute “parachute payments” within the meaning of Section 280G of the Code and would, but
for this Section 10, be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”),
then such 280G Payments shall be reduced in a manner determined by the Company (by the minimum possible amounts) that is consistent with
the requirements of Section 409A until no amount payable to Executive will be subject to the Excise Tax. If two economically equivalent
amounts are subject to reduction but are payable at different times, the amounts shall be reduced (but not below zero) on a pro rata
basis.
(b)
All calculations and determinations under this Section 10 shall be made by an independent accounting firm or independent tax counsel
appointed by the Company (the “Tax Counsel”) whose determinations shall be conclusive and binding on the Company and
Executive for all purposes. For purposes of making the calculations and determinations required by this Section 10, the Tax Counsel
may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the
Code. The Company and Executive shall furnish the Tax Counsel with such information and documents as the Tax Counsel may reasonably request
in order to make its determinations under this Section 10. The Company shall bear all costs the Tax Counsel may reasonably incur
in connection with its services.
11. Confidential
Information.
(a)
As used in this Agreement, “Confidential Information” means information belonging to the Company which is of
value to the Company in the course of conducting its business and the disclosure of which could result in a competitive or other
disadvantage to the Company. Confidential Information includes, without limitation, financial information, reports, and forecasts;
inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market
or sales information or plans; customer lists; business plans, prospects and opportunities (such as possible acquisitions or
dispositions of businesses or facilities) which have been discussed or considered by the management of the Company. Confidential
Information includes information developed by Executive in the course of Executive’s employment by the Company, as well as other
information to which Executive may have access in connection with her employment. Confidential Information also includes the
confidential information of others with which the Company has a business relationship. Notwithstanding the foregoing, Confidential
Information does not include (i) information which now or in the future comes into the public domain, unless due to breach of
Executive’s duties under this Section 11(a); (ii) information which is disclosed to Executive by others who are not, to
Executive’s actual knowledge, under obligation of nondisclosure to the Company; (iii) information which is independently developed
by Executive without breach of Executive’s duties under this Section 11(a); or (iv) information which is disclosed by the
Company to others without obligation of confidentiality.
Page 8 of 23
(b)
At all times, both during Executive’s employment with the Company and after its termination, Executive will keep in confidence and trust
all Confidential Information, and will not use or disclose for her own benefit or the benefit of any other Person any such Confidential
Information without the written consent of the Company, except as may be necessary in the ordinary course of performing Executive’s duties
to the Company.
11.
Documents, Records, Etc. All documents, records, data, apparatus, equipment and other physical property, whether or not
pertaining to Confidential Information, which are furnished to Executive by the Company or are produced by Executive in connection with
Executive’s employment will be and remain the sole property of the Company. Executive will return to the Company all such materials and
property as and when requested by the Company. In any event, Executive will return all such materials and property immediately upon termination
of Executive’s employment for any reason. Executive will not retain any such material or property or any copies thereof after the termination
of her employment.
12.
Non-Competition. During the Term and in the event this Agreement is terminated by the Company for Cause or by Executive
without Good Reason, for a period of two (2) years from the Termination Date (the “Restricted Period”) Executive will
not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, prepare
to engage, participate, assist or invest in any Competing Business anywhere in the United States or any other geographic area in which
the Company is actively distributing its products or providing its services as of the Termination Date. Notwithstanding the foregoing,
(a) Executive may own up to two percent (2%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated
with a Competing Business; and (b) Executive may be employed by a large organization which is engaged in a Competing Business as its
non-primary business, so long as Executive is not involved with or assisting such Competing Business, and so long as Executive does not
breach her obligations regarding Confidential Information.
13.
No Solicitation. During the Restricted Period, Executive shall not, directly or indirectly, take any of the following actions,
and, to the extent Executive owns, manages, operates, controls, is employed by or participates in the ownership, management, operation
or control of, or is connected in any manner with, any business, Executive shall use her best efforts to ensure that such business does
not take any of the following actions:
(a)
persuade or attempt to persuade any Customer, Prospective Customer or Supplier to cease doing business with the Company, or to reduce
the amount of business it does with the Company;
(b)
solicit or service for herself, or for any Person, the business of a Customer, Prospective Customer or Supplier in order to provide goods
or services that are competitive with the goods and services provided by the Company;
(c)
persuade or attempt to persuade any Service Provider to cease providing services to the Company; or
Page 9 of 23
(d)
solicit for hire or hire for herself, or for any third party, any Service Provider.
(e) The following definitions are applicable to Sections 13 and 14:
(i)
“Competing Business” means the business of developing, manufacturing, marketing and selling surgical robotic systems
and ancillary products and services and any other business in which the services which the Company is engaged in as of the Termination
Date.
(ii)
“Customer” means any Person that purchased goods or services from the Company at any time within two (2) years prior
to the date of the solicitation prohibited by Sections 14(a) or (b).
(iii)
“Prospective Customer” means any Person with whom the Company met or to whom the Company presented for the purpose
of soliciting the Person to become a Customer of the Company within six (6) months prior to the date of the solicitation prohibited by
Sections 14(a) or (b).
(iv)
“Service Provider” means any Person who is an employee or independent contractor of the Company or the Company or
who was within twelve (12) months preceding the solicitation prohibited by Sections 14(a) or (b) an employee or independent
contractor of the Company or the Company.
(v)
“Supplier” means any Person that sold goods or services to the Company at any time within twelve (12) months prior
to the date of the solicitation prohibited by Sections 14(a) or (b).
(vi)
“Person” means an individual, a sole proprietorship, a corporation, a limited liability company, a partnership,
an association, a trust, or other business entity, whether or not incorporated.
15. Intellectual
Property.
(a)
All creations, inventions, ideas, designs, copyrightable materials, trademarks, and other technology and rights (and any related
improvements or modifications), whether or not subject to patent or copyright protection (collectively,
“Creations”), relating to any activities of the Company which are conceived by Executive or developed by
Executive in the course of her employment with the Company, whether prior to or during the Term, whether conceived alone or with
others and whether or not conceived or developed during regular business hours, shall be the sole property of the Company and, to
the maximum extent permitted by applicable law, shall be deemed “works made for hire” as that term is used in the
United States Copyright Act.
Page 10 of 23
(b)
To the extent, if any, that Executive retains any right, title or interest with respect to any Creations delivered to the Company or
related to her employment with the Company, Executive hereby grants to the Company an irrevocable, paid-up, transferable, sub-licensable,
worldwide right and license: (i) to modify all or any portion of such Creations, including, without limitation, the making of additions
to or deletions from such Creations, regardless of the medium (now or hereafter known) into which such Creations may be modified and
regardless of the effect of such modifications on the integrity of such Creations; and (ii) to identify Executive, or not to identify
her, as one or more authors of or contributors to such Creations or any portion thereof, whether or not such Creations or any portion
thereof have been modified. Executive further waives any “moral” rights, or other rights with respect to attribution
of authorship or integrity of such Creations that she may have under any applicable law, whether under copyright, trademark, unfair competition,
defamation, and right of privacy, contract, tort or other legal theory.
(c)
Executive will promptly inform the Company of any Creations. Executive will also allow the Company to inspect any Creations she conceives
or develops within one (1) year after the termination of her employment for any reason to determine if they are based on Confidential
Information. Executive shall (whether during her employment or after the termination of her employment) execute such written instruments
and do other such acts as may be necessary in the opinion of the Company or its counsel to secure the Company’s rights in the Creations,
including obtaining a patent, registering a copyright, or otherwise (and Executive hereby irrevocably appoints the Company and any of
its officers as her attorney in fact to undertake such acts in her name). Executive’s obligation to execute written instruments
and otherwise assist the Company in securing its rights in the Creations will continue after the termination of her employment for any
reason. The Company shall reimburse Executive for any out-of-pocket expenses (but not attorneys’ fees) she incurs in connection with
her compliance with this Section 15(c).
16.
Acknowledgement. Executive understands that the restrictions set forth in Sections 11, 12, 13, 14,
15 and 16 of this Agreement are intended to protect the Company’s interest in its Confidential Information, goodwill and
established employee and customer relationships and agrees that such restrictions are reasonable and appropriate for this purpose.
17. Representations
and Covenants of Executive Regarding Prior Employment.
(a)
Executive represents that her performance of all of the terms of this Agreement does not and will not breach any arrangement to keep
in confidence information acquired by Executive in confidence or in trust prior to Executive’s employment by the Company. Executive
represents that she has not entered into, and agrees not to enter into, any agreement either oral or written in conflict herewith.
(b)
Executive understands as part of the consideration for this Agreement and for Executive’s employment by the Company, that
Executive has not brought and will not bring with Executive to the Company, or use in the performance of Executive’s duties
and responsibilities for the Company or otherwise on its behalf, any materials or documents of a former employer or other owner
which are generally not available to the public, unless Executive has obtained written authorization from the former employer or
other owner for their possession and use and has provided the Company with a copy thereof.
(c)
Executive understands that, during her employment for the Company, she is not to breach any obligation of confidentiality that Executive
has to a former employer or any other person or entity and agrees to comply with such understanding.
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17.
Survival. The provisions of Sections 10, 11, 12, 13, 14, 15, 16, 17,
19, 24 and 26 of this Agreement shall survive its expiration or termination.
18. Disputes.
(a)
The parties agree to resolve any dispute arising under or relating to the interpretation or enforcement of this Agreement, Executive’s
employment or the termination of Executive’s employment in the Supreme Court for the State of New York, New York County or the United
States District Court for the Southern District of New York, and hereby consent to the exclusive jurisdiction of such courts. Accordingly,
with respect to any such court action, Executive and the Company each (i) submits to the personal jurisdiction of these courts; (ii)
consents to service of process under the notice provisions set forth in Section 23 of this Agreement; (iii) waives any other requirement
(whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process; and (iv) waives
any objection to jurisdiction based on improper venue or improper jurisdiction.
(b)
Notwithstanding anything else provided in this Agreement, Executive agrees that it would be difficult to measure any damages caused to
the Company which might result from any breach by Executive of Sections, 11, 12, 13, 14 and/or 15
of this Agreement. Accordingly, if Executive breaches or proposes to breach, any term of Sections 11, 12, 13,
14 and/or 15 of this Agreement, the Company shall be entitled, in addition to all other remedies that it may have, to a
temporary and preliminary injunction or other appropriate equitable relief to restrain any such breach without showing or providing any
actual damage to the Company from any court having competent jurisdiction over Executive.
(c)
BOTH THE COMPANY AND EXECUTIVE HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE FEDERAL OR STATE
LAW.
(d)
The prevailing party shall be entitled to reasonable attorneys’ fees and costs from the non-prevailing party in connection with any action
filed under this Section 18.
19.
Integration. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof
and supersedes all prior agreements between the parties concerning such subject matter.
20. Successors.
This Agreement shall inure to the benefit of and be enforceable by Executive’s personal representatives, executors, administrators,
heirs, distributees, devisees and legatees. In the event of Executive’s death after her termination of employment but prior to the
completion by the Company of all payments due her under this Agreement, the Company shall continue such payments to Executive’s
beneficiary designated in writing to the Company prior to her death (or to her estate, if Executive fails to make such designation).
The Company shall require any successor to the Company to expressly assume and agree to perform this Agreement in the same manner
and to the same extent that the Company would be required to perform it if no such succession had taken place.
Page 12 of 23
21.
Enforceability. If any portion or provision of this Agreement (including, without limitation, any portion or provision
of any section of this Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then
the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is
so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid
and enforceable to the fullest extent permitted by law.
22.
Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The
failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach
of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.
23.
Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if
in writing and delivered in person or sent by a nationally recognized overnight courier service, to Executive at the last address Executive
has filed in writing with the Company or, in the case of the Company, at its main offices, attention of the Chief Executive Officer.
Notices shall be effective on receipt.
24.
Amendment. This Agreement may be amended or modified only by a written instrument signed by Executive and by a duly authorized
representative of the Company.
25.
Governing Law. This Agreement shall be construed under and be governed in all respects by the laws of the Commonwealth
of Massachusetts for contracts to be performed in that state and without giving effect to the conflict of laws principles of Massachusetts
or any other state.
26.
“Company” Defined. As used in this Agreement, the term the “Company” shall mean the Company,
its direct and indirect subsidiaries and divisions.
27.
Counterparts. This Agreement may be executed in any number of counterparts, including by facsimile, .PDF or other electronic
transmission (which shall be deemed to be an original), each of which when so executed and delivered shall be taken to be an original;
but such counterparts shall together constitute one and the same document.
[SIGNATURE
PAGE FOLLOWS]
Page 13 of 23
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the Effective Date.
THE COMPANY:
SS INNOVATIONS INTERNATIONAL, INC.
By:
/s/ Sudhir Srivastava
Name:
Sudhir Srivastava, M.D.
Title:
Chairman and Chief Executive Officer
EXECUTIVE:
/s/ Sarah M. Romano
Sarah M. Romano
Page 14 of 23
EXHIBIT
A
Indemnification
Agreement
[See
attached.]
Page 15 of 23
INDEMNIFICATION AGREEMENT
This INDEMNIFICATION AGREEMENT
(this “Agreement”), dated as of the 3rd day of August, 2026, is made by and between SS INNOVATIONS INTERNATIONAL,
INC., a Florida corporation (the “Company”) and SARAH A. ROMANO (the “Indemnitee”).
RECITALS
A. The Company
and the Indemnitee recognize that the present state of the law is too uncertain to provide the Company’s officers and directors
with adequate and reliable advance knowledge or guidance with respect to the legal risks and potential liabilities to which they may become
personally exposed as a result of performing their duties for the Company;
B. The Company
and the Indemnitee are aware of the substantial growth in the number of lawsuits filed against corporate officers and directors in connection
with their activities in such capacities and by reason of their status as such;
C. The Company
and the Indemnitee recognize that the cost of defending against such lawsuits, whether or not meritorious, is typically beyond the financial
resources of most officers and directors of the Company;
D. The Company
and the Indemnitee recognize that the legal risks and potential liabilities, and the threat thereof, associated with proceedings filed
against the officers and directors of the Company bear no reasonable relationship to the amount of compensation received by the Company’s
officers and directors;
E. The Company,
after reasonable investigation prior to the date hereof, has determined that the liability insurance coverage available to the Company
as of the date hereof may be inadequate, unreasonably expensive or both. The Company believes, therefore, that the interest of the Company
and its current and future shareholders would be best served by a combination of (i) such insurance as the Company may obtain pursuant
to the Company’s obligations hereunder; and (ii) a contract with its officers and directors, including the Indemnitee, to indemnify
them to the fullest extent permitted by law (as in effect on the date hereof, or, to the extent any amendment may expand such permitted
indemnification, as hereafter in effect) against personal liability for actions taken in the performance of their duties to the Company;
F. Section
607.0850 of the Florida Business Corporation Act empowers Florida corporations to indemnify their officers and directors and further states
that the indemnification provided by Section 607.0850 shall not be deemed exclusive of any other rights to which those seeking indemnification
may be entitled under the Articles of Incorporation, Bylaws or any agreement, vote of shareholders or disinterested directors or otherwise,
both as to action in an official capacity and as to action in another capacity while holding such office; thus, Section 607.0850 does
not by itself limit the extent to which the Company may indemnify persons serving as its officers and directors;
Page 16 of 23
G. The Company’s
Articles of Incorporation and Bylaws, as amended and restated, authorize the indemnification of the officers and directors of the Company
in excess of that expressly permitted by Section 607.0850;
H. The Board
of Directors of the Company has concluded that, to retain and attract talented and experienced individuals to serve as officers and directors
of the Company and to encourage such individuals to take the business risks necessary for the success of the Company, it is necessary
for the Company to contractually indemnify its officers and directors, and to assume for itself liability for expenses and damages in
connection with claims against such officers and directors in connection with their service to the Company, and has further concluded
that the failure to provide such contractual indemnification could result in great harm to the Company and its shareholders;
I. The Company
desires and has requested the Indemnitee to serve or continue to serve as a director or officer of the Company, free from undue concern
for the risks and potential liabilities associated with such services to the Company; and
J. The Indemnitee
is willing to serve, or continue to serve, the Company, provided, and on the expressed condition, that the Indemnitee is furnished with
the indemnification provided for herein.
AGREEMENT
NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Indemnitee agree as
follows:
1. DEFINITIONS.
(a) “EXPENSES”
means, for the purposes of this Agreement, all direct and indirect costs of any type or nature whatsoever (including, without limitation,
any fees and disbursements of Indemnitee’s counsel, accountants and other experts and other out-of-pocket costs) actually and reasonably
incurred by the Indemnitee in connection with the investigation, preparation, defense or appeal of a Proceeding; provided, however, that
Expenses shall not include judgments, fines, penalties or amounts paid in settlement of a Proceeding.
(b) “PROCEEDING”
means, for the purposes of this Agreement, any threatened, pending or completed action or proceeding, whether civil, criminal, administrative
or investigative (including an action brought by or in the right of the Company) in which Indemnitee may be or may have been involved
as a party or otherwise, by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any action
taken by Indemnitee or of any inaction on his or her part while acting as such director or officer or by reason of the fact that he or
she is or was serving at the request of the Company as a director, officer, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, or was a director or officer of the foreign or domestic corporation which was a
predecessor corporation to the Company or of another enterprise at the request of such predecessor corporation, whether or not he or she
is serving in such capacity at the time any liability or expense is incurred for which indemnification or reimbursement can be provided
under this Agreement.
Page 17 of 23
2. AGREEMENT
TO SERVE. Indemnitee agrees to serve or continue to serve as a director or officer of the Company to the best of his or her abilities
at the will of the Company or under separate contract, if such contract exists, for so long as Indemnitee is duly elected or appointed
and qualified or until such time as the Indemnitee tenders his or her resignation in writing. Nothing contained in this Agreement is intended
to create in Indemnitee any right to continued employment.
3. INDEMNIFICATION.
(a) THIRD
PARTY PROCEEDINGS. The Company shall indemnify Indemnitee against Expenses, judgments, fines, penalties or amounts paid in settlement
(if the settlement is approved in advance by the Company) actually and reasonably incurred by Indemnitee in connection with a Proceeding
(other than a Proceeding by or in the right of the Company) if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed
to be in the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe
Indemnitee’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea
of NOLO CONTENDERE or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner
which Indemnitee reasonably believed to be in the best interests of the Company, or, with respect to any criminal Proceeding, had no reasonable
cause to believe that Indemnitee's conduct was unlawful.
(b) PROCEEDINGS
BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by law, the Company shall indemnify Indemnitee against Expenses
and amounts paid in settlement, actually and reasonably incurred by Indemnitee in connection with a Proceeding by or in the right of the
Company to procure a judgment in its favor if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the
best interests of the Company and its shareholders. Notwithstanding the foregoing, no indemnification shall be made in respect of any
claim, issue or matter as to which Indemnitee shall have been adjudged liable to the Company in the performance of Indemnitee’s
duty to the Company and its shareholders unless and only to the extent that the court in which such action or Proceeding is or was pending
shall determine upon application that, in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity
for Expenses and then only to the extent that the court shall determine.
(c) SCOPE.
Notwithstanding any other provision of this Agreement but subject to Section 3(b) and Section 14(b), the Company shall indemnify
the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by other
provisions of this Agreement, the Company’s Articles of Incorporation, the Company’s Bylaws or by statute.
4. LIMITATIONS
ON INDEMNIFICATION. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the
terms of this Agreement:
(a) EXCLUDED
ACTS. To indemnify Indemnitee for any acts or omissions or transactions from which a director may not be relieved of liability under
applicable law;
Page 18 of 23
(b) EXCLUDED
INDEMNIFICATION PAYMENTS. To indemnify or advance Expenses in violation of any prohibition or limitation on indemnification under
the statutes, regulations or rules promulgated by any state or federal regulatory agency having jurisdiction over the Company;
(c) CLAIMS
INITIATED BY INDEMNITEE. To indemnify or advance Expenses to Indemnitee with respect to Proceedings or claims initiated or brought
voluntarily by Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification
under this Agreement or any other statute or law or otherwise as required under Section 607.0850 of the Florida Business Corporation Act,
but such indemnification or advancement of Expenses may be provided by the Company in specific cases if the Board of Directors has approved
the initiation or bringing of such suit;
(d) LACK
OF GOOD FAITH. To indemnify Indemnitee for any Expenses incurred by the Indemnitee with respect to any Proceeding instituted by Indemnitee
to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the
Indemnitee in such Proceeding was not made in good faith or was frivolous;
(e) INSURED
CLAIMS. To indemnify Indemnitee for Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines,
ERISA excise taxes or penalties, and amounts paid in settlement) which have been paid directly to or on behalf of Indemnitee by an insurance
carrier under a policy of directors’ and officers’ liability insurance maintained by the Company or any other policy of insurance
maintained by the Company or Indemnitee; or
(f) CLAIMS
UNDER SECTION 16(b). To indemnify Indemnitee for Expenses and the payment of profits arising from the purchase and sale by Indemnitee
of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute.
5. DETERMINATION
OF RIGHT TO INDEMNIFICATION. Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant to Section
3, the Company shall determine by any of the methods set forth in Section 607.0850 of the Florida Business Corporation Act whether
Indemnitee has met the applicable standards of conduct which makes it permissible under applicable law to indemnify Indemnitee. If such
standards have been met and a claim under Section 3 is not paid in full by the Company within ninety (90) days after such written
claim has been received by the Company, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid
amount of the claim and, unless such action is dismissed by the court as frivolous or brought in bad faith, the Indemnitee shall be entitled
to be paid also the expense of prosecuting such claim. The court in which such action is brought shall determine whether Indemnitee or
the Company shall have the burden of proof concerning whether Indemnitee has or has not met the applicable standard of conduct.
6. ADVANCEMENT
AND REPAYMENT OF EXPENSES. Subject to Section 4 hereof, the Expenses incurred by Indemnitee in defending and investigating
any Proceeding shall be paid by the Company in advance of the final disposition of such Proceeding within thirty (30) days after receiving
from Indemnitee the copies of invoices presented to Indemnitee for such Expenses, if Indemnitee shall provide an undertaking to the Company
to repay such amount to the extent it is ultimately determined that Indemnitee is not entitled to indemnification. In determining whether
or not to make an advance hereunder, the ability of Indemnitee to repay shall not be a factor. Notwithstanding the foregoing, in a proceeding
brought by the Company directly, in its own right (as distinguished from an action bought derivatively or by any receiver or trustee),
the Company shall not be required to make the advances called for hereby if the Board of Directors determines, in its sole discretion,
that it does not appear that Indemnitee has met the standards of conduct which make it permissible under applicable law to indemnify Indemnitee
and the advancement of Expenses would not be in the best interests of the Company and its shareholders.
Page 19 of 23
7. PARTIAL
INDEMNIFICATION. If the Indemnitee is entitled under any provision of this Agreement to indemnification or advancement by the Company
of some or a portion of any Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, penalties,
and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a Proceeding, but is not entitled
to indemnification or advancement of the total amount thereof, the Company shall nevertheless indemnify or pay advancements to the Indemnitee
for the portion of such Expenses or liabilities to which the Indemnitee is entitled.
8. NOTICE
TO COMPANY BY INDEMNITEE. Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to
seek indemnification hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof; provided,
however, that any delay in so notifying the Company shall not constitute a waiver by Indemnitee of her rights hereunder. The written notification
to the Company shall be addressed to the Board of Directors and shall include a description of the nature of the Proceeding and the facts
underlying the Proceeding and be accompanied by copies of any documents filed with the court in which the Proceeding is pending. In addition,
Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s
power.
9. MAINTENANCE OF LIABILITY INSURANCE.
(a) Subject
to Section 4 hereof, the Company hereby agrees that so long as Indemnitee shall continue to serve as a director or officer of the
Company and thereafter so long as Indemnitee shall be subject to any possible Proceeding, the Company, subject to Section 9(b),
shall use reasonable commercial efforts to obtain and maintain in full force and effect directors’ and officers’ liability
insurance (“D&O Insurance”) which provides Indemnitee the same rights and benefits as are accorded to the most
favorably insured of the Company’ directors, if Indemnitee is a director; or of the Company’s officers, if Indemnitee is not
a director of the Company but is an officer.
(b) Notwithstanding
the foregoing, the Company shall have no obligation to obtain or maintain D&O Insurance if the Company determines in good faith that
such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided,
the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or the Indemnitee is covered
by similar insurance maintained by a subsidiary or parent of the Company.
(c) If, at the
time of the receipt of a notice of a claim pursuant to Section 8 hereof, the Company has D&O Insurance in effect, the Company
shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective
policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee,
all amounts payable as a result of such Proceeding in accordance with the terms of such policies.
Page 20 of 23
10. DEFENSE
OF CLAIM. In the event that the Company shall be obligated under Section 6 hereof to pay the Expenses of any Proceeding against
Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee,
which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery
of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable
to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided
that (i) Indemnitee shall have the right to employ counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment
of counsel by Indemnitee has been previously authorized by the Company, or (B) Indemnitee shall have reasonably concluded that there may
be a conflict of interest between the Company and the Indemnitee in the conduct of such defense or (C) the Company shall not, in fact,
have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the
expense of the Company.
11. ATTORNEYS’
FEES. In the event that Indemnitee or the Company institutes an action to enforce or interpret any terms of this Agreement, the Company
shall reimburse Indemnitee for all of the Indemnitee’s reasonable fees and expenses in bringing and pursuing such action or defense,
unless as part of such action or defense, a court of competent jurisdiction determines that the material assertions made by Indemnitee
as a basis for such action or defense were not made in good faith or were frivolous.
12. CONTINUATION
OF OBLIGATIONS. All agreements and obligations of the Company contained herein shall continue during the period the Indemnitee is
a director or officer of the Company, or is or was serving at the request of the Company as a director, officer, fiduciary, employee or
agent of another corporation, partnership, joint venture, trust or other enterprise, and shall continue thereafter so long as the Indemnitee
shall be subject to any possible proceeding by reason of the fact that Indemnitee served in any capacity referred to herein.
13. SUCCESSORS
AND ASSIGNS. This Agreement establishes contract rights that shall be binding upon, and shall inure to the benefit of, the successors,
assigns, heirs and legal representatives of the parties hereto.
14. NON-EXCLUSIVITY.
(a) The provisions
for indemnification and advancement of expenses set forth in this Agreement shall not be deemed to be exclusive of any other rights that
the Indemnitee may have under any provision of law, the Company’s Articles of Incorporation or Bylaws, the vote of the Company’s
shareholders or disinterested directors, other agreements or otherwise, both as to action in the Indemnitee’s official capacity
and action in another capacity while occupying the Indemnitee’s position as a director or officer of the Company.
(b) In the event
of any changes, after the date of this Agreement, in any applicable law, statute, or rule which expand the right of a Florida corporation
to indemnify its officers and directors, the Indemnitee’s rights and the Company’s obligations under this Agreement shall
be expanded to the full extent permitted by such changes. In the event of any changes in any applicable law, statute or rule, which narrow
the right of a Florida corporation to indemnify a director or officer, such changes, to the extent not otherwise required by such law,
statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’ rights and obligations hereunder.
Page 21 of 23
15. EFFECTIVENESS
OF AGREEMENT. To the extent that the indemnification permitted under the terms of certain provisions of this Agreement exceeds the
scope of the indemnification provided for in the Florida Statutes, such provisions shall not be effective unless and until the Company’s
Articles of Incorporation authorize such additional rights of indemnification. In all other respects, the balance of this Agreement shall
be effective as of the date set forth on the first page and may apply to acts of omissions of Indemnitee which occurred prior to such
date if Indemnitee was an officer, director, employee or other agent of the Company, or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, at the time such act
or omission occurred.
16. SEVERABILITY.
Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation
of applicable law. The Company’s inability, pursuant to court order, to perform its obligations under this Agreement shall not constitute
a breach of this Agreement. The provisions of this Agreement shall be severable as provided in this Section 16. If this Agreement
or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify
Indemnitee to the full extent permitted by any applicable portion of this Agreement that shall not have been invalidated, and the balance
of this Agreement not so invalidated shall be enforceable in accordance with its terms.
17. GOVERNING
LAW. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Florida, without reference to its
conflict of law principals. To the extent permitted by applicable law, the parties hereby waive any provisions of law which render any
provision of this Agreement unenforceable in any respect.
18. NOTICES.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) if
delivered by hand; or (ii) sent by recognized overnight courier. Notices shall be deemed given upon receipt. Addresses for notice to either
party are as shown on the signature page of this Agreement, or as subsequently modified by written notice.
19. MUTUAL
ACKNOWLEDGMENT. Both the Company and Indemnitee acknowledge that in certain instances, federal law or applicable public policy may
prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges
that the Company has undertaken or may be required in the future to undertake with the appropriate state or federal regulatory agency
to submit for approval any request for indemnification, and has undertaken or may be required in the future to undertake with the Securities
and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s
right under public policy to indemnify Indemnitee.
20 COUNTERPARTS.
This Agreement may be executed in one or more counterparts (including by facsimile, .PDF or other electronic transmission), each of which
shall constitute an original.
21. AMENDMENT
AND TERMINATION. No amendment, modification, termination or cancellation of this Agreement shall be effective unless in writing signed
by both parties hereto.
Page 22 of 23
IN WITNESS WHEREOF, the
parties have executed this Agreement as of the day and year set forth above.
THE COMPANY:
SS INNOVATIONS INTERNATIONAL, INC.
By:
Sudhir Srivastava, M.D.,
Chief Executive Officer
Address for Notices:
405, 3rd Floor, iLabs Info Technology Centre
Udyog Vihar, Phase III
Gurugram, Haryana, India 122016
Attention: Chief Executive Officer
INDEMNITEE:
Sarah A. Romano
Address for Notices:
Page 23 of 23
EX-99.1 — PRESS RELEASE, DATED JULY 14, 2026
EX-99.1
Filename: ea029760101ex99-1.htm · Sequence: 3
Exhibit 99.1
SS Innovations Appoints Sarah M. Romano as Chief
Financial Officer
Veteran medtech finance executive brings extensive
public company and capital markets experience to support the Company’s next phase of global growth
Fort Lauderdale, FL – July 14, 2026
– SS Innovations International, Inc. (the “Company” or “SS
Innovations”) (Nasdaq: SSII), a developer of innovative surgical robotic technologies dedicated to making robotic surgery affordable
and accessible to a global population, today announced the appointment of Sarah M. Romano as Chief Financial Officer, effective August
3, 2026. Ms. Romano will be based in the United States.
Dr. Sudhir Srivastava, Chairman of the Board and
Chief Executive Officer of SS Innovations, commented, “We are thrilled to welcome Sarah as our Chief Financial Officer at this critical
moment in our growth journey. As we continue our global expansion, including pursuing U.S. FDA approval of our advanced, cost-effective
SSi Mantra surgical robotic system, Sarah brings strong financial leadership, keen strategic vision, and extensive capital markets experience.
She will play an integral role in scaling and enhancing our financial operations to accommodate our anticipated growth.”
Ms. Romano added, “I am delighted for this
opportunity to collaborate closely with Dr. Sudhir and the leadership team as SS Innovations delivers on its mission to democratize global
access to cutting-edge surgical robotic care.”
Ms. Romano is a seasoned public company finance
executive, bringing more than two decades of experience leading capital strategy, corporate growth, and financial operations in the medical
technology and life sciences industries. Most recently, Ms. Romano served as Chief Financial Officer of Vicarious Surgical, a robotic
surgery company where she led financial and operational initiatives to significantly reduce cash burn, strengthen the balance sheet, and
support the company’s strategic objectives. Previously, she served as Chief Financial Officer of Entero Therapeutics and Kiora Pharmaceuticals,
where she led capital raising activities, strategic transactions, SEC reporting, and investor relations programs. Throughout her career,
Ms. Romano has raised more than $100 million through public and private financings and has extensive experience supporting emerging growth
public companies, including robotic surgery and medical technology organizations, through periods of transformation, growth, and strategic
change.
Ms. Romano began her career as an auditor at PricewaterhouseCoopers
and is a licensed Certified Public Accountant (CPA) in Massachusetts. She earned a Bachelor of Arts in Accounting from the College of
the Holy Cross and Master of Accountancy in Accounting from Boston College.
About SS Innovations
SS Innovations International, Inc. (Nasdaq: SSII)
develops innovative surgical robotic technologies with a vision to make the benefits of robotic surgery affordable and accessible to a
larger segment of the global population. The Company’s product range includes its proprietary “SSi Mantra” surgical
robotic system and its comprehensive suite of “SSi Mudra” surgical instruments, which support a variety of surgical robotic
procedures including cardiac surgery. An American company headquartered in India, SS Innovations plans to expand the global presence of
its technologically advanced, user-friendly, and cost-effective surgical robotic solutions. Visit the Company’s website at ssinnovations.com
or LinkedIn for more information and updates.
About the SSi Mantra
The SSi Mantra is a user-friendly, modular, multi-arm
system with advanced technology features, including: 3 to 5 modular robotic arms, an open-faced ergonomic surgeon command center, a large
3D 4K monitor, a 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 optional SSi MantrAsana tele-surgeon console is
a portable, compact alternative to the SSi Mantra’s standard surgeon command center that provides equivalent control functionality
while enabling enhanced portability, ergonomic flexibility, and telesurgery capability. The SSi Mantra utilizes over 40 different types
of robotic endo-surgical instruments to support different specialties, including cardiac surgery, and 5mm instruments for the pediatric
population and ENT surgeries. A vision cart provides the table-side team with the same magnified 3D 4K view as the surgeon to provide
better safety and efficiency. The SSi Mantra has been clinically validated in India in more than 170 different types of surgical procedures.
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’ 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.
Investor Contact:
The Equity Group
Kalle Ahl, CFA
T: (303) 953-9878
kahl@theequitygroup.com
Devin Sullivan, Managing Director
T: (212) 836-9608
dsullivan@theequitygroup.com
Media Contact:
RooneyPartners LLC
Kate Barrette
T: (212) 223-0561
kbarrette@rooneypartners.com
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