SS Innovations (SSII) updates 10-K with new clawback policy exhibit

Rhea-AI Filing Summary

SS Innovations International, Inc. filed an amendment to its annual report for the year ended December 31, 2025. The amendment adds Exhibit 97.1, a Clawback Policy, to the exhibits list and includes new Section 302 and 906 officer certifications. The company states the amendment does not change any previously reported financial results or other disclosures in the original annual report.

Key Figures

Public float market value: $270,113,872 Shares outstanding: 200,231,535 shares Par value per share: $0.0001 per share

3 metrics

Public float market value $270,113,872 Aggregate market value of common equity held by non-affiliates as of last business day of most recently completed second fiscal quarter

Shares outstanding 200,231,535 shares Common stock outstanding as of March 9, 2026

Par value per share $0.0001 per share Par value of SSII common stock listed on Nasdaq

Key Terms

Clawback Policy, Section 302 Certification, Section 906 Certification, Inline XBRL, +1 more

5 terms

Clawback Policy financial

"to include Exhibit 97.1, which was inadvertently omitted"

A clawback policy is a company rule that lets the firm take back pay, bonuses or stock awards from current or former executives if results are later found to be incorrect, misconduct occurred, or targets were missed. It matters to investors because it helps protect the value of their holdings by discouraging risky or fraudulent behavior and ensuring executive rewards reflect real, verified performance—think of it as a return policy for executive pay.

Section 302 Certification regulatory

"new certifications by the principal executive officer and the principal financial officer as required by Section 302"

Section 906 Certification regulatory

"32.1 | Section 906 Certification by Chief Executive Officer"

Inline XBRL technical

"Inline XBRL Instance Document"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Smaller reporting company regulatory

"See the definitions of “large, accelerated filer,” “accelerated filer,” “smaller reporting company”"

A smaller reporting company is a publicly traded firm that meets regulatory size tests allowing it to provide abbreviated financial disclosures and compliance filings compared with larger companies. For investors, that means financial statements and notes may be less detailed, which can make it harder to compare performance or spot risks—think of reading a short summary instead of a full report when deciding whether to buy or hold a stock.

How to Read a 10-K Annual Report →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15 (d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission file number: 001-42615

SS INNOVATIONS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Florida		47-3478854
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

405, 3^rd  Floor, iLabs Info Technology Centre

Udyog Vihar, Phase III

Gurugram, Haryana 122016, India 

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: +91 73375 53469

Securities registered under Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		SSII		The Nasdaq Stock Market LLC

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such a shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large, accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large Accelerated Filer ☐	Accelerated Filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity as of the last business day of the registrant’s most recently completed second fiscal quarter: $270,113,872.

The number of shares outstanding of the issuer’s common stock, $0.0001 par value, as of March 9, 2026, was 200,231,535 shares.

DOCUMENTS INCORPORATED BY REFERENCE: No documents are incorporated by reference into this Report except those Exhibits so incorporated as set forth in the Exhibit index.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this “Form 10-K/A”) to the Annual Report on Form 10-K of SS Innovations International, Inc. (“SSi”, “the Company”, “we”, “our” or “us”) for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 10, 2026 (the “Form 10-K”), is being filed for the purposes of amending Item 15(b) of Part IV of the Form 10-K to include Exhibit 97.1, which was inadvertently omitted in the Form 10-K.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Form 10-K/A also contains new certifications by the principal executive officer and the principal financial officer as required by Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements are included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.

Except as described above, this Form 10-K/A does not modify or update the disclosures in, or any exhibits to, the Form 10-K. Furthermore, this Form 10-K/A does not change any previously reported financial results, nor does it reflect any events which occurred subsequent to the filing of the Form 10-K. Accordingly, this Amendment should be read in conjunction with our filings with the SEC subsequent to the filing of the Form 10-K. Information not affected by this Form 10-K/A remains unchanged and reflects the disclosures made at the time the Form 10-K was filed.

TABLE OF CONTENTS

		Page
PART IV		1
Item 15. Exhibits and Financial Statement Schedules		1
Signatures		2

i

PART IV

Item 15. Exhibits and Financial Statement Schedules.

(b) Exhibits.

Exhibit Number		Description
3.1(i)		Amended and Restated Articles of Incorporation(1)
3.1(ii)		Articles of Amendment to Amended and Restated Articles of Incorporation(2)
3.2		By-Laws(1)
10.1		2016 Incentive Stock Plan(1)+
10.2		Employment Agreement with Dr. Sudhir Srivastava(3)+
10.3		Employment Agreement with Dr. Vishwajyoti P. Srivastava(3)+
10.4		Employment Agreement with Barry F. Cohen(3)+
10.5		Services Agreement with Milan Rao (4)+
10.6		Form of Director Appointment Agreement(1)+
		Form of Indemnification Agreement(1)+
10.7		Form of Indemnification Agreement(1)+
10.8		Offer Letter and Sanction Letter with HDFC Bank(3)
14.1		Code of Ethical Conduct(1)
14.2		Insider Trading Policy(5)
21.1		List of Subsidiaries(5)
23.1		Consent of BDO India Services Private Limited§
31.1		Section 302 Certification by Chief Executive Officer§
31.2		Section 302 Certification by Chief Financial Officer§
31.3		Section 302 Certification by Chief Executive Officer(6)
31.4		Section 302 Certification by Chief Financial Officer(6)
32.1		Section 906 Certification by Chief Executive Officer§
32.2		Section 906 Certification by Chief Financial Officer§
97.1		Clawback Policy(6)
99.1		Audit Committee Charter(5)
99.2		Compensation Committee Charter(5)
99.3		Nominating and Corporate Governance Committee Charter(5)
101.INS		Inline XBRL Instance Document.§
101.SCH		Inline XBRL Taxonomy Extension Schema Document.§
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.§
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.§
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.§
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.§
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).§

⁽¹⁾ Filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-216054) and incorporated herein by reference.

⁽²⁾ Filed as an exhibit to the Company’s Current Report on Form 8-K filed on April 19, 2023, and incorporated herein by reference.

⁽³⁾ Filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-293114) and incorporated herein by reference.

⁽⁴⁾ Filed as an exhibit to the Company’s Current Report on Form 8-K, filed on January 8, 2026, and incorporated herein by reference.

⁽⁵⁾ Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on April 15, 2025, and incorporated herein by reference.

⁽⁶⁾ Filed herewith.

+	Indicates management contract or compensatory plan or arrangement.
§	Previously filed or furnished with the Form 10-K.

1

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SS INNOVATIONS INTERNATIONAL, INC.
Dated: March 31, 2026	By:	/s/ Sudhir Prem Srivastava
		Sudhir Prem Srivastava, M.D.
		Chairman and Chief Executive Officer
		(Principal Executive Officer)

Dated: March 31, 2026	By:	/s/ Milan Rao
		Milan Rao
		Global Chief Operating Officer
		And Chief Financial Officer

2

0001676163 true FY 0001676163 2025-01-01 2025-12-31 0001676163 2025-06-30 0001676163 2026-03-09 iso4217:USD xbrli:shares

FAQ

What does SSII’s latest 10-K/A amendment change?

The amendment to SSII’s annual report mainly adds Exhibit 97.1, a Clawback Policy, and provides updated CEO and CFO certifications. It does not modify prior financial results or other disclosures from the original annual report.

Does the SSII 10-K/A amendment affect previously reported financial results?

No, the amendment states it does not change any previously reported financial results. It only updates the exhibits list and officer certifications while leaving all original financial disclosures intact as filed earlier.

What is Exhibit 97.1 in SSII’s 10-K/A filing?

Exhibit 97.1 is SS Innovations International, Inc.’s Clawback Policy. The amendment adds this exhibit to Item 15(b) of Part IV of the annual report, after it was inadvertently omitted from the original filing with the SEC.

What is the market value of SSII’s public float mentioned in the filing?

The filing reports an aggregate market value of voting and non-voting common equity held by non-affiliates of $270,113,872. This value is based on the trading price as of the last business day of the most recently completed second fiscal quarter.

How many SSII common shares were outstanding as of March 9, 2026?

As of March 9, 2026, SS Innovations International, Inc. had 200,231,535 shares of common stock outstanding. Each share has a par value of $0.0001, according to the details disclosed in the amendment.

Which executives signed SSII’s amended annual report?

The amended report was signed by Chairman and Chief Executive Officer Sudhir Prem Srivastava, M.D., as principal executive officer, and by Global Chief Operating Officer and Chief Financial Officer Milan Rao, both dated March 31, 2026.