SS Innovations International: issues $21,025,000 secured convertible note

What happened

• SS Innovations International, Inc. reported that on Oct 9, 2026 it entered into a Securities Purchase Agreement with an institutional investor and consummated the closing. Pursuant to 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 company filed a prospectus supplement to its Form S-3 covering the offer and sale and established an initial reserve of 8,000,000 common shares for conversion share issuances.

Key details

• The note bears interest at 8.75% per annum compounded daily and matures 36 months after the closing. The $21,025,000 principal includes an original issue discount of $1,000,000 and the investor’s transaction expenses of $25,000.
• The note is secured by the company’s intellectual property (held by SS IP Holdings, Inc.) and other assets and equity interests of the company and SS IP, but excludes the assets and capital stock of Sudhir Srivastava Innovations Pvt. Ltd. (SSI-India). Direct and indirect subsidiaries (other than SSI-India) guarantee the note.
• The investor may convert outstanding amounts (including accrued interest and specified costs) into common shares at a conversion price equal to 95% of the Market Price, subject to conversion mechanics and limits. Market Price is the lower of (a) the prior trading day VWAP and (b) the average daily VWAP for the prior 5 trading days. Limited redemptions are subject to a daily limit equal to the greater of $50,000 and 10% of the cumulative daily dollar trading volume on the trading day of the redemption.
• The note includes a beneficial ownership limitation preventing conversions that would cause the investor and its affiliates to own more than 4.99% of outstanding common shares (which the investor may increase to 9.99% with 61 days’ notice). Conversions are also subject to the limitations of Nasdaq Listing Rule 5635(d) unless shareholder approval is obtained.

Why it may matter

• Item 1.01 is reported: entry into a material definitive agreement (the Securities Purchase Agreement and related agreements) describing the issuance, security, guarantees and conversion features of the note. Item 2.03 is reported: creation of a direct financial obligation (the secured convertible promissory note).
• This filing does not show why the insider traded or why the company acted.