SS Innovations International Inc
For the period ended Sep 30, 2024. Filed Nov 14, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Nov 14, 2024
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-06-30; filed 2024-09-06.
0001213900-24-076570
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-09-30; filed 2024-11-14.
0001213900-24-097890
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 46 previous paragraphs and 52 current paragraphs.
18 unchanged; 20 reworded; 14 added; 6 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (14)
Current report
*Research and Development Expenses.*Research and development expenses for three months ended September 30, 2024 were $1,300,241, as compared to $293,086 for the three months ended September 30, 2023. Research and development expenses primarily consist of salaries paid to engineers. The increase in the research and development expenses from the 2023 quarter to the 2024 quarter, reflects the Company’s continued focus on improving the design and technological capabilities of its existing SSi Mantra system, leading to the launch of the SSi Mantra 3 during the third quarter of 2024 and further expansion of our product offerings.
Current report
*Stock Compensation Expense.*We had stock compensation expenses of $3,337,465 and nil for three months ended September 30, 2024 and September 30, 2023, respectively. The increase in the stock compensation expense from the 2023 quarter to the 2024 quarter, is primarily the result of the award of stock grants to employees of the Company’s subsidiaries and the issuance of stock awards and stock options to executive officers of the Company and its subsidiaries in November 2023 under our Incentive Stock Plan, in recognition of their efforts in developing and commercializing our SSi Mantra Surgical Robotic System.
Current report
*Depreciation and amortization expense.*We had depreciation and amortization expense of $865,942 for three months ended September 30, 2024, as compared to $39,746 for the three months ended September 30, 2023. Depreciation and amortization expenses primarily consist of depreciation on fixed assets, software, and licenses, as well as the amortization of security deposits and prepaid stock compensation expense.
Current report
*General and Administrative Expenses.*We incurred $1,735,098 in general and administrative expenses for three months ended September 30, 2024, as compared to $453,114 for the three months ended September 30, 2023. Our general and administrative (“G&A”) expenses are comprised of expenses relating to salaries and benefits, retirement benefits as well as costs related to recruitment, training and retention of senior management and other support personnel in enabling functions, telecommunications, utilities, travel and other miscellaneous administrative costs G&A expenses also include acquisition-related costs, legal and professional fees (which represent the costs of third party legal, tax, accounting, immigration and other advisors), investment in product development, digital technology, advanced automation and robotics, related to grant of our equity awards to members of our board of directors. We expect our G&A expenses to increase as we continue to strengthen our support and enabling functions and invest in leadership development, performance management and training programs.
Current report
Selling and marketing expenses primarily consist of salaries and benefits, retirement benefits and other compensation expenses of sales and marketing and client management personnel, sales commission, travel and brand building, client events and conferences. We expect that sales and marketing expenses will continue to increase as we invest in our sales and client management functions to better serve our clients and in our branding. The increase in G&A expenses resulted from the increased scale of commercial operations during the 2024 quarter, as compared to the 2023 quarter.
Current report
Nine months ended September 30,2024, as compared to nine months ended September 30, 2023
Current report
*Research and Development Expenses.*Research and development expenses for nine months ended September 30, 2024 were $1,726,359, as compared to $781,817 for the nine months ended September 30, 2023. Research and development expenses primarily consist of salaries paid to engineers. The increase in the research and development expenses from the 2023 period to the 2024 period, reflects the Company’s continued focus on improving the design and technological capabilities of its existing SSi Mantra system, leading to the launch of the SSi Mantra 3 during the third quarter of 2024 and further expansion of our product offerings.
Current report
*Stock Compensation Expense.*We had stock compensation expenses of $6,586,381 and nil for nine months ended September 30, 2024 and September 30, 2023, respectively. The substantial increase in the stock compensation expense from the 2023 period to the 2024 period, year is primarily the result of the award of stock grants to employees of the Company’s subsidiaries and the issuance of stock awards and stock options to executive officers of the Company and its subsidiaries in November 2023 under our Incentive Stock Plan, in recognition of their efforts in developing and commercializing our SSi Mantra Surgical Robotic System.
Current report
*Depreciation and amortization expense.*We had depreciation and amortization expense of $1035,861 for nine months ended September 30, 2024, as compared to $110,663 for the nine months ended September 30, 2023. The depreciation and amortization expenses primarily consist of depreciation on fixed assets, software, and licenses, as well as the amortization of security deposits and prepaid stock compensation expense.
Current report
General and Administrative Expenses. We incurred $7,418,541 in G&A for the nine months ended September 30, 2024, as compared to $3,293,479 for the nine months ended September 30,2023. Our G&A expenses is comprised of expenses relating to salaries and benefits, retirement benefits as well as costs related to recruitment, training and retention of senior management and other support personnel in enabling functions, telecommunications, utilities, travel and other miscellaneous administrative costs G&A expenses also include acquisition-related costs, legal and professional fees (which represent the costs of third party legal, tax, accounting, immigration and other advisors), investment in product development, digital technology, advanced automation and robotics, related to grant of our equity awards to members of our board of directors. We expect our G&A expenses to increase as we continue to strengthen our support and enabling functions and invest in leadership development, performance management and training programs.
Current report
Selling and marketing expenses primarily consist of salaries and benefits, retirement benefits and other compensation expenses of sales and marketing and client management personnel, sales commission, travel and brand building, client events and conferences. We expect that sales and marketing expenses will continue to increase as we invest in our sales and client management functions to better serve our clients and in our branding.
Current report
The increase in G&A expenses from the 2023 period to the 2024 period, resulted from the increased scale of commercial operations during 2024 as compared to 2023. The number of staff members increased from 180 at September 30, 2023 to 278 at September 30, 2024. During the same period, the Company further expanded its leased space at its manufacturing and assembly facility in India and leased space in New York where the Company has installed its latest generation SSi Mantra 3 Surgical Robotic System for demonstration purposes. During the nine months ended September 30, 2024, the Company hosted a large scientific exhibition of its SSi Mantra Surgical Robotic System and also participated in various such events both in India and overseas. In July 2024, the Company hosted an event in New York to introduce and showcase its SSi Mantra 3 Surgical Robotic System. Having exported its products to Nepal, Ecuador and Indonesia during this nine month period, the Company’s expense for travel and overseas boarding and lodging of sales and field engineering teams has also increased. There has also been a significant increase in other administrative expenses such as legal, consulting, advisory and audit fees during the nine months ended September 30, 2024, from the comparable period in 2023.
Current report
In April 2024, the Company borrowed $2.0 million from Sushruta to meet working capital needs. The loan is evidenced by two one-year promissory notes (the “One-Year Notes”), in the principal amount of $1.0 million each. The One Year Notes accrue interest at the rate of 7% per annum, which is payable together with principal one year from the date of issuance. In July 2024, the Company borrowed an additional $500,000 from Sushruta, evidenced by a One-Year Note in such principal amount.
Current report
During the nine months ended September 30, 2023, we had net cash provided by financing activities of $23,043,941 consisting primarily of the conversion into common stock of $19,980,000 in notes payable and a $2,993,894 in bank overdraft.
Removed paragraphs (6)
Previous report
*Selling, General and Administrative Expenses.*We incurred $3,777,479 and $1,983,053 in selling, general and administrative expenses during the three months ended June 30, 2024, and June 30, 2023, respectively. General and administrative expenses mainly include travel expenses, marketing and business promotions expenses, stock compensation expenses, salaries and payroll expenses, legal and other professional expenses including the expenses related to the Company’s filings as a public company with the Securities and Exchange Commission (the “SEC”). The y-o-y increase in selling, general and administration expenses is mainly due to increased manpower strength and increased marketing and business promotion expenses to expand our system installed base across India. We also participated in the annual convention of Society of Robotics Surgeons in June 2023 in Orlando where we showcased Mantra 3, our current generation surgical robotic system. This also led to a significant increase in Selling, General and Administrative expenses, year on year basis.
Previous report
Selling, General and Administrative Expenses. We incurred $9,102,278 and $3,400,013 in selling, general and administrative expenses during the six months ended June 30, 2024, and June 30, 2023, respectively. General and administrative expenses mainly include travel expenses, marketing and business promotions expenses, stock compensation expense, salaries and payroll expense, legal and other professional expenses including the expenses related to the Company’s filings as a public company with the Securities and Exchange Commission (the “SEC”). The y-o-y increase in selling, general and administration expenses is mainly due to increased manpower strength commensurate to the increased level of operations and increased marketing and business promotion expenses to expand our system installed base across India. We also participated in the annual convention of Society of Robotics Surgeons in June 2023 in Orlando where we showcased Mantra 3, our current generation surgical robotic system. This also led to a significant increase in Selling, General and Administrative expenses, year on year basis.
Previous report
On February 14, 2024, the Company filed a Registration Statement on Form S-1 with the Securities and Exchange Commission with respect to a proposed public offering of our common stock.
Previous report
In April 2024, the Company raised US$2.00 Million from Sushruta Pvt Ltd. by issuance of two, One-Year 7% Promissory Notes of US$ 1.00 Million each, to meet certain working capital needs and in July 2024, raised another US$ 500,000 by way of One-Year 7% Promissory Note issued to Sushruta Pvt Ltd.
Previous report
During the six months ended June 30, 2023, we had net cash used in investing activities of $1,507,552, including repayment of $3,000,000 of notes receivable, $736,006 in purchase of property and equipment, as well as an increase in a long-term receivable of $3,771,547.
Previous report
During the six months ended June 30, 2023, we had net cash used in investing activities of $11,258,363, including increase in bank overdraft facility by $4,963,385 and $8,170,061 in private securities offerings, as well as our other comprehensive income (loss) of $899,917 and repayments of notes of $2,775,000.
Reworded paragraphs (20)
Previous wording
With the SSi Mantra, we are aiming to break down these barriers and accelerating access to surgical robotics technologies in underserved regions of the world.
Current wording
With the SSi Mantra, we are aiming to break down these barriers and accelerate access to surgical robotics technologies in underserved regions of the world.
Previous wording
We are constantly working on making our surgical robotics technology even more user-friendly, easy to operate and even more cost effective so as to make its benefits reach to larger communities across the globe. We are relentlessly pursuing our vision of increasing the penetration of robotics surgeries in regions and countries which were hitherto completely forgotten. In this pursuit, we recently set up first surgical robotic system in the Himalayan nation, Nepal in one of the leading multi-specialty hospital which has generated tremendous interest in other hospitals also in the region.
Current wording
We are constantly working on making our surgical robotics technology more user-friendly, easy to operate and cost effective so as to make its benefits reach larger communities across the globe. We are relentlessly pursuing our vision of increasing the penetration of robotics surgeries in regions and countries which were hitherto completely forgotten. In this pursuit, we recently set up the first surgical robotic system in the Himalayan nation, Nepal in one of the leading multi-specialty hospitals which has generated tremendous interest in other hospitals also in the region.
Previous wording
The SSi Mantra Surgical Robotic System has received regulatory approvals in India, Indonesia, Nepal, Guatemala and Ecuador. We are at various stages of the regulatory registration process in a number of other countries which accept Indian regulatory body approvals coupled with their own registration requirements for the import of surgical robotic system into these countries. We have initiated the regulatory approval process in the United States and the EU, with approvals to market anticipated in the second half of 2025.
Current wording
The SSi Mantra Surgical Robotic System has received regulatory approvals in India, Indonesia, Nepal, Guatemala and Ecuador. We are at various stages of the regulatory registration process in a number of other countries which accept Indian regulatory body approvals coupled with their own registration requirements for the import of surgical robotic systems into these countries. We have initiated the regulatory approval process in the United States and the EU, with approvals to market anticipated in the latter part of 2025.
Previous wording
The financial statements appearing elsewhere in this report have been prepared assuming the Company will continue as a going concern. In the second half of 2022, the Company commercially launched its “SSi Mantra” robotic surgical system in India. As of June 30, 2024, we have sold 33 systems (including one system as intra-group sale) and in addition to these sold systems, we have also installed 5 systems on pay-per-use/revenue share basis, two systems are installed in two prominent hospitals in India for clinical evaluation. The intra-group sale system is currently installed in a rented space in New York for demonstration purposes. As of June 30, 2024, we have a network of 40 systems within India and overseas. More than 1400 procedures of various types involving varying degrees of complexities have been performed on the systems installed in India. General surgery and urology constitute a majority of the surgical operations performed on our systems so far.
Current wording
The financial statements appearing elsewhere in this Report have been prepared assuming the Company will continue as a going concern. In the second half of 2022, the Company commercially launched its “SSi Mantra” surgical robotic system in India and during the third quarter of 2024, launched an updated version of the system, the SSi Mantra 3. As of September 30, 2024, we have sold 40 systems (including one system as intra-group sale). In addition, we have also installed five systems on a pay-per-use/revenue share basis and two systems are installed in two hospitals in India for clinical evaluation. The intra-group sale system, though eliminated from consolidated revenues of the Company, is currently installed in a rented space in New York for demonstration purposes. As of September 30, 2024, in excess of 2,000 robotic surgical procedures of various types involving varying degrees of complexities have been performed on our SSi Mantra systems installed in India. General surgery and urology constitute almost 70% of these surgical procedures, while 125 cardiac procedures have also been successfully performed using the SSi Mantra.
Previous wording
The following table provides selected balance sheet data for our Company as of June 30, 2024, (unaudited) and December 31, 2023:
Current wording
The following table provides selected balance sheet data for our Company as of September 30, 2024 (unaudited) and December 31, 2023 (unaudited):
Previous wording
The Company has been consistently making efforts to raise debt and equity capital to keep the momentum going and meet the demands of further scaling up its growing operations. To date, the Company has relied on debt and equity raised in private offerings and shareholder loans to finance operations and no other sources of capital has been identified. If we experience a shortfall in operating capital, we could face slower revenue growth, and we may also be faced with having to slow down our expansion plans.
Current wording
The Company has been consistently making efforts to raise debt and equity capital to keep its operational growth momentum going and meet the demands of further scaling up its growing operations. To date, the Company has relied on debt and equity raised in private offerings and shareholder loans to finance operations and no other sources of capital has been identified. If we experience a shortfall in operating capital, we could face slower revenue growth and slower expansion plans.
Previous wording
*Revenues.*We had revenues of $4,386,051 for the three months ended June 30, 2024, compared to $1,575,306 for the three months ended June 30, 2023. The company sold 9 surgical robotic systems (not including the intra-group sale of one system) during the three months ended June 30, 2024.
Current wording
*Revenues.*We had revenues of $3,408,706 for the three months ended September 30, 2024, as compared to $1,779,602 for the three months ended September 30, 2023. The Company sold seven surgical robotic systems during the three months ended September 30, 2024.
Previous wording
Other Income/Expenses. We incurred other expenses of $164,778 for the three months ended June 30, 2024, as compared to $91,533 during the three months ended June 30, 2023, Other expenses consist mainly of interest expenses related to bank overdraft and other income mainly consist of interest earned on fixed deposits and finance component on sales due to application of ASC606.
Current wording
Other Income/Expense. We incurred net other income/expense of $183,312 for the three months ended September 30, 2024, as compared to $452,518 during the three months ended September 30, 2023. Other expense consisted mainly of interest expenses related to bank overdraft and other income consisted primarily of interest earned on fixed deposits (offered as security against certain working capital facilities obtained from HDFC bank in India) and finance component in sales on deferred payment basis, due to application of ASC606. The reduction in (net) other income/expense as reflected above was mainly due to increased incidence of recognition of finance component in sales on a deferred payment basis.
Previous wording
*Net Loss.*We incurred a net loss of $2,931,834 for the three months ended June 30, 2024, as compared to a net loss of $1,850,423 for the three months ended June 30, 2023.
Current wording
*Net Loss.*We incurred a net loss of $6,119,381 for the three months ended September 30, 2024, as compared to a net loss of $1,222,340 for the three months ended September 30, 2023. This increase in net loss is mainly attributable to the increase in stock compensation expenses described above.
Previous wording
*Revenues.*We had revenues of $11,617,011 for the six months ended June 30, 2024, compared to $3,086,685 for the six months ended June 30, 2023. The company sold 9 surgical robotic systems (not including the intra-group sale of one system) during the three months ended June 30, 2024,
Current wording
*Revenues.*We had revenues of $15,025,717 for the nine months ended September 30, 2024, compared to $4,866,287 for the nine months ended September 30, 2023. During the nine months ended September 30, 2024, the Company sold 25 surgical robotic systems and installed one system in a leading robotic training institute in India on a revenue share basis.
Previous wording
Other Income/Expenses. We incurred other expenses of $168,461 for the six months ended June 30, 2024, as compared to $173,791 during the six months ended June 30, 2023. Other expenses consist mainly of interest expenses related to bank overdraft and other income mainly consist of interest earned on fixed deposits and finance component on sales due to application of ASC606.
Current wording
Other Income/Expense. We incurred net other income/ expense of $351,773 for the nine months ended September 30, 2024, as compared to $626,309 for the nine months ended September 30, 2023. Other expense consisted mainly of interest expenses related to bank overdraft and other income mainly consist of interest earned on fixed deposits (offered as security against certain working capital facilities obtained from HDFC bank in India) and finance component in sales on deferred payment basis, due to application of ASC606. The reduction in net other income/expense as reflected above was mainly due to increased incidence of recognition of finance component in sales on deferred payment basis.
Previous wording
*Net Loss.*We incurred a net loss of $5,579,695 for the six months ended June 30, 2024, as compared to a net loss of $2,838,466 for the six months ended June 30, 2023.
Current wording
*Net Loss.*We incurred a net loss of $11,699,076 for the nine months ended September 30, 2024, as compared to a net loss of $4,060,806 for the nine months ended September 30, 2023. This increase in net loss is mainly attributable to a significant increase in stock compensation expenses described above.
Previous wording
Between February 1, 2024, and February 14, 2024, the Company raised $2.45 million through a private offering of 7% One-Year Convertible Promissory Notes (“Notes”) from two affiliates ($1,000,000 each) and $450,000 from three other investors to finance its ongoing working capital requirements.
Current wording
In February 2024, the Company raised $2.45 million through a private offering of 7% One-Year Convertible Promissory Notes (the “7% Notes”) from two affiliates ($1,000,000 each), including Sushruta Pvt Ltd. (“Sushruta”) and $450,000 from three other investors to finance its ongoing working capital requirements. The 7% Notes are payable in full after 12 months from the respective dates of issuance of these 7% Notes and are convertible at the election of the noteholder at any time through the maturity date at a per share price of $4.45. Sushruta is a Bahamian holding company, whose principal shareholder is Dr. Sudhir Srivastava, the Chairman, Chief Executive Officer and principal shareholder of SSi.
Previous wording
While we have been successful in raising funds to meet our working capital needs to date, and believe that we have the resources to do so for the balance of the year, we do not have any committed sources of funding and there are no assurances that we will be able to secure additional funding if and when needed. The condensed consolidated financial statements included in this report have been prepared assuming that the Company will continue as a going concern; however, if the efforts noted above are not successful, it would raise substantial doubt about the Company’s ability to continue as a going concern. If we cannot obtain financing, then we may be forced to further curtail our operations or consider other strategic alternatives. Even if we are successful in raising the additional financing, there is no assurance regarding the terms of any additional investment and any such investment or other strategic alternative would likely substantially dilute our current shareholders.
Current wording
While we have been successful in raising funds to meet our working capital needs to date and believe that we have the resources to do so for the balance of the year, we do not have any committed sources of funding and there are no assurances that we will be able to secure additional funding if and when needed. The condensed consolidated financial statements included in this Report have been prepared assuming that the Company will continue as a going concern. If we cannot obtain adequate financing, then we may be forced to curtail our expansion plans. Even if we are successful in raising the additional financing, there is no assurance regarding the terms of any additional investment and any such investment or other strategic alternative would likely substantially dilute our current shareholders.
Previous wording
During the six months ended June 30, 2024, net cash used in operating activities was $2,094,584 resulting from our net loss of $5,579,695 partially offset by non-cash charges of $3,777,739 comprising of depreciation, stock compensation expense and lease expense and movement of $292,628 in net operating assets and liabilities comprising mainly of prepaid expenses and other current assets and accounts payable and accrued expenses.
Current wording
During the nine months ended September 30, 2024, net cash used in operating activities was $5,474,776 resulting from our net loss of $11,699,076 partially offset by non-cash charges of $7,508,241 comprising of depreciation, stock compensation expense, shares issued against services and lease expense and cash used in interest payments of $179,171 and an increase of $1,463,113 in net operating assets and liabilities comprising mainly of prepaid expenses and other current assets and accounts payable and accrued expenses.
Previous wording
During the six months ended June 30, 2023, net cash used in operating activities was $10,521,468, reflecting the initial commercial sales of our robotic surgical system and resulting from our net loss of $2,838,465, partially offset by non-cash charges of $310,897, primarily attributable to depreciation charges. During the 2023 period, we had cash provided by our operating assets and liabilities of $7,993,900, primarily driven by increases in accounts payable and prepaid expenses.
Current wording
During the nine months ended September 30, 2023, net cash used by operating activities was $12,128,972 resulting from our net loss of $4,060,806, partially offset by non-cash charges of $141,380 primarily driven by depreciation and lease expense. During the nine months ended September 30, 2023, we also had cash used in payment of interest of $138,537 and in increase in net operating assets and liabilities, to the extent of $8,348,083 comprising mainly of prepaid expenses and other current assets and accounts payable and accrued expenses.
Previous wording
During the six months ended June 30, 2024, we had net cash used in investing activities of $4,118,959 which is the net result of $1,488,212 towards net additions in property, plant & equipment, $2,900,895 due to long term receivables and $270,149 as amount received back from Loan and advance to related party.
Current wording
During the nine months ended September 30, 2024 and September 30, 2023, we had net cash used in investing activities of $1,655,495 and $629,247, respectively, which is the net result of cash used in additions to property, plant and equipment and an increase in long term receivables.
Previous wording
During the six months ended June 30, 2024, we had $6,239,861 of net cash provided by financing activities including $4,450,000 in proceeds from Notes Payables, $101,252 in securities offering, and $1,688,608 as increase in bank overdraft.
Current wording
During the nine months ended September 30, 2024, we had net cash provided by financing activities of $6,019,381, consisting of $4,950,000 from issuances of 7% Notes and a $1,069,381 increase in bank overdraft.
Previous wording
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates included deferred revenue, costs incurred related to deferred revenue, the useful lives of property and equipment and the useful lives of intangible assets.
Current wording
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates included deferred revenue, costs related to deferred revenue, the useful lives of property and equipment and the useful lives of intangible assets.
Previous wording
ASC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.
Current wording
ASC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Six months ended June 2024, as compared to three months ended June 30, 2023
Previous report — wording carried elsewhere
These Notes are payable in full after 12 months from the respective date of issuance of these Notes and are convertible at the election of noteholder at any time through the maturity date at a per share price of $4.45.