SS Innovations issues $21,025,000.00 secured convertible note

The note and what the company received

SS Innovations International, Inc., a Florida corporation, issued a secured convertible promissory note dated October 9, 2026, with a principal amount of $21,025,000.00. The note was issued under a securities purchase agreement of the same date with Growth Capital Partners, LLC, a Utah limited liability company, which is the lender.

The note carries an original issue discount of $1,000,000.00. The company also agreed to pay a $25,000.00 transaction expense amount to cover the lender's legal fees, accounting, due diligence and monitoring costs. Both amounts are included in the principal balance. The purchase price is $20,000,000.00, paid by wire transfer. The note names no placement agent, financial advisor or counsel for the company.

Interest accrues at 8.75% a year on a 360-day basis and compounds daily. Principal and interest are due 36 months after the purchase price date. The company may prepay on five trading days' written notice, but a prepayment must include make-whole interest. The make-whole charge covers all remaining interest to maturity in the first year, 66.66% of it in the second year and 33.33% after that.

How the note converts

The note has no fixed conversion price. The conversion price is 95% of the Market Price, which is the lower of the prior day's volume weighted average price and the average of the prior five trading days. The lender's holding is capped at 4.99% of outstanding common shares, which it can raise to 9.99% on 61 days' notice.

Beginning 12 months after the purchase price date, the lender may redeem all or part of the note in its sole discretion, up to a maximum monthly amount defined as the balance on the first anniversary divided by twenty-four. The company chooses cash, conversion shares or a mix, with cash due on the third trading day after the redemption date. If an equity conditions failure exists, the company must pay in cash. That failure includes any lapse in Nasdaq listing compliance and daily trading volume below $300,000.00. Redemptions continue after maturity until the balance is repaid.

Once the prospectus supplement is effective, a Limited Redemption Event arises on any day the stock trades at least 10% above the Market Price. The lender may then convert up to the greater of $50,000.00 and 10% of that day's dollar trading volume. If the company cannot issue the shares because of the exchange cap in the purchase agreement, it must pay cash within three trading days.

Security and default triggers

The note is secured by the security agreement and an intellectual property security agreement, both defined in the purchase agreement, and it is guaranteed under a guaranty. Trigger events include a failure to pay, insolvency, bankruptcy, a fundamental transaction without the lender's consent, a failure to deliver conversion shares and a money judgment above $2,500,000.00.

Each trigger event lets the lender add 15% to the outstanding balance for a major event or 5% for a minor one, up to three times of each kind. A trigger event that is not cured within five trading days becomes an event of default, with acceleration at that increased balance and default interest of 18% a year, or the legal maximum if lower. Late delivery of conversion shares brings a daily fee of 2% of the share value, with a $500.00 floor. The note is governed by Utah law and disputes go to arbitration.

The company's finances

The annual report shows revenue of $42.5 million for 2025, against $20.6 million for 2024. The net loss narrowed to $12.1 million in 2025 from $19.2 million in 2024. Cash used in operations, however, rose to $18.5 million in 2025 from $9.5 million in 2024.

Year-end cash and cash equivalents were $466,500 for 2024 and $3.2 million for 2025, according to a 10-Q filed August 13, 2026. At June 30, 2026, cash and cash equivalents were $13.6 million, per the company's 10-Q. The note describes no use of proceeds.

What comes next

Limited redemptions start once the prospectus supplement is effective, and fixed redemptions start 12 months after the purchase price date. The note matures 36 months after that date.

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SSIISS Innovations International, Inc.NASDAQ · United StatesOpen the starter desk