SS Innovations International, Inc. (SSi) entered into a definitive Securities Purchase Agreement on October 9, 2026, with an institutional investor. Under the agreement, the company issued and sold a secured convertible promissory note with an original principal amount of $21,025,000 for an aggregate purchase price of $20,000,000.
The note bears interest at a rate of 8.75% per annum, compounded daily, and matures 36 months after the closing date. The additional $1,025,000 in the principal amount consists of a $1,000,000 original issue discount and $25,000 in transaction expenses for the Investor.
The note is secured by a security interest in the Company’s intellectual property, held by its wholly-owned subsidiary SSI IP Holdings, Inc., as well as the assets of the Company and SS IP. However, the assets and capital stock of the Company’s Indian operating subsidiary, SSI-India, are excluded from the collateral. The note is also guaranteed by the Company’s direct and indirect subsidiaries, excluding SSI-India.
Conversion terms allow the Investor to convert the outstanding balance into shares of common stock at a price equal to 95% of the Market Price, provided the stock price exceeds the Market Price by at least 10%. The note includes a beneficial ownership limitation, capping ownership at 4.99% (increasable to 9.99%) and a Nasdaq listing rule cap on the total number of shares issued.
Additionally, the Company established an initial reserve of 8,000,000 common shares for issuances under the note and agreed to increase this reserve in increments of 100,000 shares as required. The transaction was consummated on October 9, 2026.
