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

Rhea-AI Filing Summary

Safe & Green Holdings Corp. (SGBX) has filed Amendment No. 1 to its preliminary proxy (Schedule 14A) for the virtual 2025 Annual Shareholders Meeting, scheduled for 25 Aug 2025.

Key Proposals

• Proposal 1 – Reverse Stock Split: Board is seeking discretionary authority to consolidate shares at a ratio ranging from 1-for-10 up to 1-for-100, executable within one year. The main objective is to cure Nasdaq bid-price deficiency (must reach ≥ $1.00 by 28 Aug 2025) and retain Capital Market listing.
• Proposal 2 – Adjournment: Allows meeting postponement to solicit additional proxies should votes be insufficient to approve Proposal 1.

Rationale & Implications

• The company received two Nasdaq deficiency notices (Dec 2024 & Jun 2025) and has been granted a compliance deadline by an appeal panel.
• Reverse split will proportionally reduce outstanding shares (currently 10.1 million) but will not change authorised share count; fractional shares will be rounded up.
• Management warns that post-split price stability is not guaranteed and that other planned share issuances (referenced in subsequent proposals) could add downward pressure.
• Governance snapshot: 7-member board (majority independent); Chair/CEO roles combined; Lead Independent Director in place.
• Director cash retainers total $80k; additional equity compensation (RSUs) granted; CEO Michael McLaren beneficially owns 12.0 % of common stock.

Voting Recommendation: Board unanimously supports both proposals.

Positive

• Regaining Nasdaq compliance: Reverse split provides a viable pathway to restore the ≥ $1.00 bid price required for continued Capital Market listing, preserving liquidity and visibility.
• Flexible ratio range: Board discretion (1-for-10 to 1-for-100) allows calibration to market conditions, potentially minimising share count disruption.

Negative

• Extreme split ratio (up to 1-for-100) signals substantial price deterioration and can undermine investor confidence.
• Dilution risk remains elevated as management references additional share issuances that could pressure post-split price.
• Governance concentration: Combined Chair/CEO role may limit independent oversight amid strategic stress.

Insights

Financial Analyst

TL;DR Reverse split aims to save Nasdaq listing but signals severe price weakness; potential dilution remains a risk.

Analysis: Authorising a split as steep as 1-for-100 underscores significant share-price erosion. While curing the bid-price deficiency is essential to maintain liquidity and institutional access, reverse splits historically fail to generate lasting value if fundamentals do not improve. Management explicitly flags future equity issuances that could counteract any price lift, a red flag for dilution-sensitive investors. Governance structure—CEO also Chair—adds oversight risk, although presence of a Lead Independent Director partly mitigates this.

Impact Assessment: I view the filing as moderately negative. Retaining Nasdaq listing is helpful, yet the magnitude of the contemplated split and continued capital-raising needs point to underlying weakness.

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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 10, 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 July10, 2025, SSi issued a press release announcing the successful completion of the world’s first robotic telesurgery for weight loss utilizing the Company’s advanced SSi Mantra 3 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 10, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 10, 2025	SS INNOVATIONS INTERNATIONAL, INC.
	By:	/s/ Sudhir Srivastava
		Sudhir Srivastava, M.D.
		Chairman and Chief Executive Officer

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FAQ

Why is Safe & Green Holdings Corp. (SGBX) proposing a reverse stock split?

To lift the share price above Nasdaq’s $1.00 bid-price rule and avoid delisting before the 28 Aug 2025 deadline.

What split ratios are being considered by SGBX?

The board can implement any ratio between 1-for-10 and 1-for-100 within one year of shareholder approval.

How will fractional shares be handled after the split?

Fractions will be rounded up to the next whole share; no cash will be paid.

Will the reverse split change my ownership percentage in SGBX?

No. The split is applied proportionally to all shareholders; percentage ownership remains the same.

Does the filing mention future dilution?

Yes. The proxy warns that additional equity issuances in other proposals could exert further downward pressure on the share price.

When is the record date and meeting date for the 2025 virtual ASM?

Record date: 11 Jul 2025. Virtual meeting: 25 Aug 2025 at 10 a.m. ET.