SS Innovations issues $21.025 million convertible note to institutional investor

SS Innovations International, Inc. entered into a Securities Purchase Agreement on October 9, 2026 with an institutional investor and closed the transaction the same day, according to a Form 8-K filed with the SEC. Under the agreement, SSi issued and sold a secured convertible promissory note with an original principal amount of $21,025,000, convertible into common stock, for an aggregate purchase price of $20,000,000.¹

The $1,025,000 gap between principal and purchase price consists of $1,000,000 in original issue discount plus $25,000 in the investor's transaction expenses.¹ The note carries an 8.75% annual interest rate, compounded daily, and comes due 36 months after the closing date.¹

The company set aside shares to cover potential conversions. SS Innovations established an initial reserve of 8,000,000 common shares for conversion issuances, with provisions to increase that reserve in 100,000-share increments as required under the agreement.¹

The note's collateral structure excludes the company's Indian subsidiary. It is secured by SS Innovations' intellectual property, held through a Delaware subsidiary called SSI IP Holdings, Inc., along with company and subsidiary assets, but the assets and capital stock of the Indian operating unit, Sudhir Srivastava Innovations Pvt. Ltd., are excluded from the collateral.¹ The note is also guaranteed by the company's other direct and indirect subsidiaries aside from the Indian unit.¹

Conversion terms include a beneficial ownership cap. The investor and its affiliates cannot convert the note into more than 4.99% of outstanding common shares, though that limit can rise to 9.99% with 61 days' written notice.¹ Total share issuances from conversions are also capped under Nasdaq Listing Rule 5635(d) unless shareholders approve exceeding that limit.¹

The filing was signed by Chairman and CEO Sudhir Srivastava on October 13, 2026.