Form 8-K

8-K — SS Innovations International, Inc.

Accession: 0001213900-26-055468

Filed: 2026-05-13

Period: 2026-05-13

CIK: 0001676163

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0290453-8k_ssinnovations.htm (Primary)

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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):

May 13, 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 2.02 Results of Operations and Financial

Condition.

The disclosure set forth in Item 7.01 of

this Current Report is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On May 13, 2026, the Company issued a press release

announcing financial results for the first quarter ended March 31, 2026, and the filing with the Securities and Exchange Commission of

its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.

A copy of the press release is included with this

Current Report as Exhibit 99.1.

The information set forth in Items 2.02 and

7.01 of this Current Report and in the press release included as Exhibit 99.1 to this Current Report, are deemed to be “furnished”

and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), or otherwise subject to the liabilities of that Section. The information set forth in Items 2.02 and 7.01

of this Current Report and in the press release included as Exhibit 99.1 to this Current Report, shall not be deemed incorporated

by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation

language in such filing.

Forward-Looking Statements

This Current Report and the press release included

as Exhibit 99.1 to this Current Report, includes statements that are not historical facts and are considered forward-looking within

the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical

statements of fact and statements regarding the Company’s intent, belief or expectations, including, but not limited to, statements

regarding the Company’s fourth quarter 2025 and full year 2025 preliminary results, product development, clinical and regulatory

timelines, market opportunity, competitive position, possible or assumed future results of operations and other statement that are predictive

in nature. 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 SSi’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. You should not place undue reliance

on forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1*

Press Release, dated May 13, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Furnished not filed

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: May 13, 2026

SS INNOVATIONS INTERNATIONAL, INC.

By:

/s/ Sudhir Srivastava

Sudhir Srivastava, M.D.

Chairman and Chief Executive Officer

EX-99.1 — PRESS RELEASE, DATED MAY 13, 2026

EX-99.1

Filename: ea029045301ex99-1.htm · Sequence: 2

Exhibit 99.1

SS Innovations Reports First Quarter 2026 Financial

Results

Record quarterly revenue driven by strong growth

in SSi Mantra installations and procedures

Fort Lauderdale, FL – May 13, 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 unaudited financial results for the three months ended March 31, 2026. The Company also filed

its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, with the Securities and Exchange Commission on May 13, 2026.

First Quarter 2026 Overview

● Revenue

increased 116.8% to $11.1 million from $5.1 million in the first quarter of 2025.

● Gross

margin expanded to 48.0% from 21.2% in the first quarter of 2025.

● Gross

profit rose 390.0% to $5.3 million from $1.1 million in the first quarter of 2025.

● Net

loss of $3.6 million, or $(0.02) per diluted share, compared to a net loss of $5.7 million, or $(0.03) per diluted share, in the first

quarter of 2025.

● SSi

Mantra surgical robotic system installations totaled 26, up 73.3% from 15 installations in the first quarter of 2025.

As of March 31, 2026

● Long-term

debt of $0.

● Cash

and cash equivalents totaled $16.0 million, excluding restricted cash.

● SSi

Mantra cumulative installed base totaled 194 across eleven countries and cumulative surgeries reached 9,744, including 157 telesurgeries,

482 cardiac procedures and 161 pediatric surgeries.

CEO Commentary

Dr. Sudhir Srivastava, Chairman of the Board and

Chief Executive Officer of SS Innovations, commented, “In the first quarter of 2026 we reported record quarterly revenue of $11.1

million, up 117% year over year, driven by robust growth in SSi Mantra installations and procedures. Strong adoption by hospitals and

physicians reflects the SSi Mantra’s cutting-edge surgical robotic technology, differentiated features, user friendliness, training

capabilities, and cost efficiency. Among other developments in the quarter, we received regulatory approval for the SSi Mantra for multiple

indications in Sri Lanka and Kenya and for telesurgery in Indonesia and the Philippines. We also successfully completed a private placement

in March 2026 that provided SS Innovations with approximately $18.6 million in gross proceeds to fuel growth initiatives.”

Dr. Srivastava continued, “Looking ahead,

we aim to fortify our position as a leader in the substantial Indian market, expand our global footprint in underserved countries, and

secure entry into the United States and European Union markets. We expect the U.S. Food and Drug Administration to complete its review

of our 510(k) premarket notification for the SSi Mantra this year. Separately, we continue along the pathway towards a European Union

CE marking certification for the SSi Mantra, which we believe we can also obtain in 2026. We are very excited about the growth runway

ahead and remain steadfast in our commitment to democratizing access to advanced surgical robotic care.”

Select Business Highlights in First Quarter

2025

● In

January 2026, the Company received regulatory approval for the SSi Mantra from the National Medicines Regulatory Authority (“NMRA”)

in Sri Lanka and from the Pharmacy and Poisons Board (“PPB”) in Kenya.

● On March 9, 2026, the Company announced the completion

of a private placement of its common stock, generating approximately $18.6 million in gross proceeds before deducting offering expenses,

to support growth initiatives. In the offering, the Company offered and sold a total of 5,774,839 shares of common stock consisting of:

an aggregate of 1,300,006 shares of common stock at an average price of $4.00 per share to certain of the Company’s directors and

executive officers, or a total of approximately $5.2 million; and an aggregate of 4,474,833 shares of common stock at $3.00 per share,

or approximately $13.4 million cumulatively, to non-affiliate investors.

● On March 18, 2026, the Company announced that

the SSi Mantra surgical robotic system received approval for telesurgeries in Indonesia and the Philippines.

Revenue Breakdown and Summary of Installations

/ Surgeries

Category

Q1 2025

Q1 2026

Variance

Percentage

System sales

$ 4,502,482

$ 9,575,370

$ 5,072,888

112.7 %

Instrument sales

477,208

1,151,228

674,020

141.2 %

Warranty sales

122,504

357,686

235,182

192.0 %

Lease income

18,416

17,082

(1,334 )

(7.2 )%

Total revenue

$ 5,120,610

$ 11,101,366

$ 5,980,756

116.8 %

SSi Mantra installations

73.3 %

Cumulative installed base1

194

116

148.7 %

SSi Mantra surgeries

787

1,859

1,072

136.2 %

Cumulative surgeries1

3,568

9,744

6,176

173.1 %

1 at period end

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 robotic surgical

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 surgical robotic system 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

SS INNOVATIONS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

As of

March 31,

2026

December 31,

2025

ASSETS

Current Assets:

Cash and cash equivalents

$ 15,979,714

$ 3,206,406

Restricted cash

7,631,336

5,937,650

Accounts receivable, net

14,054,376

12,398,542

Inventory

17,066,091

17,064,002

Prepaids and other current assets

11,530,000

10,166,823

Total Current Assets

66,261,517

48,773,423

Property, plant, and equipment, net

8,831,423

9,100,546

Right of use asset, net

2,499,490

2,754,020

Deferred tax assets, net

805,750

533,727

Accounts receivable, net-non current

7,265,911

8,566,654

Restricted cash- non current

394,630

458,964

Prepaids and other non current assets

4,488,168

4,038,883

Total Assets

$ 90,546,889

$ 74,226,217

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

Current Liabilities

Bank overdraft facility

$ 11,156,147

$ 11,442,948

Current portion of operating lease liabilities

576,237

579,169

Accounts payable

4,403,170

5,127,193

Deferred revenue

3,582,631

3,266,686

Accrued expenses & other current liabilities

6,326,818

5,825,702

Total Current Liabilities

26,045,003

26,241,698

Operating lease liabilities, less current portion

2,086,534

2,337,697

Deferred Revenue- non current

7,501,283

7,139,807

Other non current liabilities

390,656

288,764

Total Liabilities

$ 36,023,476

$ 36,007,966

Commitments and contingencies

Stockholders’ equity:

Preferred stock, authorized 5,000,000 shares of Series A, Non-Convertible Preferred Stock, $0.0001 par value per share; 1,000 shares issued and outstanding as of March 31, 2026, and December 31, 2025

Common stock, 250,000,000 shares authorized, $0.0001 par value, 200,131,535 shares and 194,165,141 shares issued and outstanding as of March 31, 2026 and December 31, 2025 respectively

20,013

19,416

Accumulated other comprehensive income (loss)

(3,573,137 )

(2,022,660 )

Additional paid in capital

116,549,124

95,111,511

Capital reserve

899,917

Accumulated deficit

(59,372,505 )

(55,789,934 )

Total stockholders’ equity

54,523,413

38,218,251

Total liabilities and stockholders’ equity

$ 90,546,889

$ 74,226,217

SS INNOVATIONS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

(Unaudited)

For The Three months ended

March 31,

2026

March 31,

2025

REVENUES

System sales

9,575,370

4,502,482

Instruments sale

1,151,228

477,208

Warranty sale

357,686

122,504

Lease income

17,082

18,416

Total revenue

$ 11,101,366

$ 5,120,610

Cost of revenue

(5,774,145 )

(4,033,402 )

GROSS PROFIT

5,327,221

1,087,208

OPERATING EXPENSES:

Research & development expense

995,440

1,010,095

Stock compensation expense

3,144,315

2,379,212

Depreciation and amortization expense

323,747

208,882

Selling, general and administrative expense

4,502,476

3,410,872

TOTAL OPERATING EXPENSES

8,965,978

7,009,061

Loss from operations

(3,638,757 )

(5,921,853 )

OTHER INCOME (EXPENSE):

Interest Expense

(284,051 )

(379,905 )

Interest and other income, net

491,589

620,405

TOTAL INCOME, NET

207,538

240,500

LOSS BEFORE INCOME TAXES

(3,431,219 )

(5,681,353 )

Income tax expense

151,352

NET LOSS

$ (3,582,571 )

$ (5,681,353 )

CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE LOSS

NET LOSS

$ (3,582,571 )

$ (5,681,353 )

OTHER COMPREHENSIVE INCOME (LOSS):

Foreign currency translation loss

(1,557,111 )

6,876

Retirement Benefit

4,781

15,838

RECLASSIFICATION ADJUSTMENTS:

Retirement Benefit (1)

3,056

Income tax effects relating to retirement benefit

(1,203 )

TOTAL OTHER COMPREHENSIVE LOSS

(1,550,477 )

22,714

TOTAL COMPREHENSIVE LOSS

$ (5,133,048 )

$ (5,658,639 )

(1)

These are reclassified to net loss and are included in other expense in the condensed consolidated statements of operations.

SS INNOVATIONS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

For The Three months ended

March 31,

2026

March 31,

2025

Cash flows from operating activities:

Net loss

$ (3,582,571 )

$ (5,681,353 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

323,747

208,882

Operating lease expense

220,493

205,275

Interest Expense

43,555

155,015

Interest and other income, net

(415,465 )

(140,928 )

Deferred income tax benefit

(301,036 )

Stock compensation expense

3,144,315

2,379,212

Provision for / (Reversal of) credit loss reserve, net

230,616

(422,711 )

Provision for slow moving inventory

(6,248 )

Changes in operating assets and liabilities:

Accounts receivable, net

(245,111 )

1,275,750

Inventory, net

4,159

(5,082,673 )

Deferred revenue

677,421

823,947

Prepaids and other assets

(2,066,322 )

(1,003,604 )

Accounts payable

(704,764 )

1,329,028

Income taxes payable, net

323,014

Accrued expenses & other liabilities

256,441

48,331

Operating lease payment

(214,180 )

(197,545 )

Net cash used in operating activities

(2,311,936 )

(6,103,374 )

Cash flows from investing activities:

Purchase of property, plant and equipment

(54,189 )

(872,804 )

Net cash used in investing activities

(54,189 )

(872,804 )

Cash flows from financing activities:

Proceeds from bank overdraft facility (net)

(286,801 )

(312,495 )

Proceeds from Private Investment in Public Equity, net of transaction costs

18,446,498

Proceeds from issuance of convertible notes to principal shareholder

28,000,000

Repayment of convertible notes to principal shareholder, including interest

(4,212,637 )

Repayment of convertible notes to other investors, including interest

(1,068,849 )

Net cash provided by financing activities

18,159,697

22,406,019

Net change in cash

15,793,572

15,429,841

Effect of exchange rate on cash

(1,390,012 )

25,412

Cash and cash equivalents at the beginning of the year

9,603,020

6,623,535

Cash and cash equivalents at end of the year

$ 24,005,680

$ 22,078,788

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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-Section 12

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Local phone number for entity.

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No definition available.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Securities Act

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