[8-K] SS Innovations International Inc. Reports Material Event

Rhea-AI Filing Summary

reAlpha Tech Corp. (NASDAQ: AIRE) signed a Securities Purchase Agreement on 21-Jul-25 for a registered direct offering of 14.29 m shares at $0.35, generating ≈$5.0 m gross / $4.5 m net. Concurrently, the company will issue 14.29 m five-year warrants with an identical $0.35 strike price, subject to 4.99% (optionally 9.99%) ownership caps and standard anti-dilution protections.

Net proceeds are earmarked for working capital, potential acquisitions, cryptocurrency purchases and partial pre-payment (at 109% of principal) of the $4.10 m Streeterville Capital secured note. Closing is scheduled for 22-Jul-25.

reAlpha agreed to a 30-day moratorium on additional equity issuance and a one-year ban on variable-rate financings. H.C. Wainwright is the exclusive placement agent, earning a 7 % cash fee, up to $65,950 in expenses and 0.71 m placement-agent warrants exercisable at $0.4375 (125 % of offer price). The company must register the warrant shares within 30–60 days or pay liquidated damages.

Positive

• Raises ~$4.5 m net cash, shoring up short-term liquidity.
• Intent to repay high-cost Streeterville note could reduce interest burden.
• 30-day issuance lock-up and one-year anti-variable-rate restriction limit immediate further dilution.

Negative

• Immediate 17 % share dilution with potential doubling if warrants fully exercised.
• Offer priced at-the-market ($0.35) signals limited pricing power.
• 7 % placement fee and additional warrants increase transaction cost.

Insights

Equity Research Analyst

TL;DR: Small cash infusion offsets debt but adds meaningful dilution; net fundamental impact neutral.

The $4.5 m net raise covers only ~1.5 months of FY24 operating cash burn and partially retires the costly Streeterville note (109 % pre-pay). While lowering leverage modestly, the share count rises 17 % immediately—and could double if all warrants convert—pressuring EPS and signaling limited access to cheaper capital. At-the-market pricing and a 7 % fee point to weak bargaining power. Near-term liquidity improves, but long-term value depends on deployment of funds into accretive projects.

Capital Markets Specialist

TL;DR: Standard PIPE structure; lock-ups mitigate overhang, yet option-like warrants cap upside.

Deal terms mirror current small-cap market practice: registered shares for immediate funding, paired with same-price warrants to entice institutions. The 30-day issuance halt and one-year anti-variable-rate covenant protect shareholders from rapid further dilution. Exercise parity pricing means investors gain free optionality; should the stock trade above $0.35, dilution accelerates. Placement-agent warrants at 125 % reinforce limited leverage. Overall, the transaction is functional but not transformative—impact classified as ‘not impactful’ for valuation barring future warrant exercises.

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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): July 22, 2025

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.)

05, 3rd Floor, iLabs Info Technology Centre Udyog Vihar, Phase III, Gurugram, Haryana, India		122016
Address of Principal Executive Office (Street and Number)		(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 8.01 Other Events.

On July 22, 2025, SSi issued a press release announcing that the Company’s Chairman of the Board and Chief Executive Officer, Dr. Sudhir Srivastava, M.D., successfully completed the world’s first inter-continental robotic cardiac telesurgery on July 19, 2025, from Strasbourg, France to Indore, India, a distance of over 4,000 miles, using the Company’s SSI Mantra surgical robotic system.

A copy of the press release is included as Exhibit 99.1 to this Report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated July 22, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

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: July 22, 2025	SS INNOVATIONS INTERNATIONAL, INC.
	By:	/s/ Sudhir Srivastava
		Sudhir Srivastava, M.D.
		Chairman and Chief Executive Officer

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FAQ

How many shares is reAlpha Tech (AIRE) issuing in the offering?

The company is issuing 14,285,718 common shares at $0.35 each.

What proceeds will reAlpha Tech receive from the July 2025 offering?

Gross proceeds are ≈$5.0 m; net proceeds after fees and expenses are ≈$4.5 m.

How will reAlpha Tech use the capital raised?

Funds will support working capital, acquisitions, crypto purchases and partial pre-payment of a $4.10 m secured note.

What are the key terms of the new warrants issued?

Investors receive 14.29 m five-year warrants exercisable at $0.35, with 4.99 %/9.99 % ownership caps and anti-dilution protection.

Who is the placement agent and what compensation do they receive?

H.C. Wainwright earns a 7 % cash fee, up to $65,950 in expenses, and 714,286 warrants exercisable at $0.4375.