SS Innovations International, Inc. Stock Compensation Disclosure

NOTE 20 – STOCK COMPENSATION EXPENSES

 

Stock options to Employees: The Company grants shares of the Company’s common stock, par value $ 0.0001 to certain employees under the Company’s 2016 stock incentive plan. The price at which the Grantee shall be entitled to purchase the Shares upon the exercise of the Option (the “Option Price”) shall be US $ 5.00 per Share. The Shares shall vest as to twenty percent (20%) of the shares covered thereunder as of the Grant Date, with the balance of the shares covered thereunder vesting in four equal annual installments on the first, second, third and fourth anniversaries of the Grant Date provided that the Grantee remains in the Continuous Employment of the Company or any of its subsidiaries or affiliates, as defined and provided for in the Plan. The Options, to the extent vested and not exercised, shall expire five (5) years from the Grant Date.

 

Restricted Stock Award to Employees: The Company grants restricted shares of the Company’s common stock, $ 0.0001 per value to certain employees under the company’s 2016 stock incentive plan. The grant of restricted share is made in consideration of services to be rendered by the Grantee to the Company. The Restricted Stock Award shall vest as to twenty percent (20%) of the Restricted Shares covered thereunder as of the Grant Date, with the balance of the Restricted Shares covered thereunder vesting in four equal annual installments on the first, second, third and fourth anniversaries of the Grant Date, subject to the Grantee’s continued employment by the Company, as provided for in the Plan. Unvested portions of the Restricted Stock Award may not be transferred at any time, except to the extent provided for in the Plan. Until the Restricted Stock Award granted under this Agreement vests in accordance with the terms hereof, the Grantee shall have no rights as a shareholder (including, without limitation, voting and dividend rights) with respect to any of the Restricted Shares covered by the Restricted Stock Award.

 

Stock Options issued to Doctors/Proctors/Advisors (“Advisor’s”): The Company issues shares of the Company’s common stock (“Advisory Shares”) to retain and compensate certain Advisors for performing services for the Company and in exchange for the compensation, which is issued in a phased manner as determined by the company. The “Services” include but are not limited to (a) providing proctoring and medical advisory services, (b) advising the Company on the development of surgical robotics procedures and improvements in design and technology (c) participation in case of observation and performance of live surgeries, and (d) disseminating information about the Company’s products in various scientific meetings and surgical robotic conferences globally (e) investor’s digital marketing support. The Company issues such Advisory Shares in a phased manner commensurate with the period over which the services are to be performed, as determined by the Company.

 

Stock Options

 

Stock options activity for the year ended December 31, 2024, was as follows:

 

		Number of Shares Options				Weighted average grant date fair value per share
Unvested balance as of December 31, 2023			3,382,368			$	3.41
Granted			3,350,221			$	1.39
Vested			4,195,813			$	1.79
Forfeited			-				-
Unvested balance as of December 31, 2024			2,536,776			$	3.41

 

		Number of Shares Options				Weighted average grant date fair value per share
Exercisable balance as of December 31, 2024			5,041,405			$	2.06

 

Stock options activity for the year ended December 31, 2023, was as follows:

 

		Number of shares options				Weighted average grant date fair value
Unvested balance as of December 31, 2022			-				-
Granted			4,227,960			$	3.41
Vested			845,592			$	3.41
Forfeited			-				-
Unvested balance as of December 31, 2023			3,382,368			$	3.41

		Number of Shares Options				Weighted average grant date fair value per share
Exercisable balance as of December 31, 2023			845,592			$	3.41

 

The aggregate fair value of the stock options vested was $7,540,276 and $2,883,469 during the year December 31, 2024 and 2023 respectively. The options vested during the year were not exercised at the end of the year December 31, 2024. Further there were no stock options issued during the year December 31, 2024.

 

Restricted Stock Awards (RSA)

 

Restricted Stock Awards activity for the year ended December 31, 2024, was as follows:

 

		Number of Shares RSAs				Weighted average grant date fair value per share
Unvested balance as of December 31, 2023			2,874,223			$	7.76
Granted			-				-
Vested			705,865			$	7.76
Forfeited			50,760				7.76
Unvested balance as of December 31, 2024			2,117,598			$	7.76

 

		Number of Shares RSAs				Weighted average grant date fair value per share
Exercisable balance as of December 31, 2024			-				-

 

Restricted Stock Awards activity for the year ended December 31, 2023, was as follows:

 

		Number of Shares RSAs				Weighted average grant date fair value per share
Unvested balance as of December 31, 2022			-				-
Granted			3,592,779			$	7.76
Vested			718,556			$	7.76
Forfeited			-				-
Unvested balance as of December 31, 2023			2,874,223			$	7.76

 

		Number of Shares RSAs				Weighted average grant date fair value per share
Exercisable balance as of December 31, 2023			-				-

 

During the year ending December 31, 2024, 705,865 RSU were exercised and issued to employees of total common stock of $5,477,512.

 

The aggregate vesting date fair value of RSUs vested was $5,477,512 and $5,575,995 during the years ended December 31, 2024, and 2023 respectively.

Advisory shares:

 

Common stock issued to consultants as advisory shares during the year as follows:

 

Grant dates		Fair value on grant date				Unvested shares in the beginning				Shares granted during the year				Option vested				Unvested share at year end
1-Jun-23			8.15				5,000				-				5,000				-
31-Oct-23			8.99				52,963				-				13,816				39,147
31-Oct-23			8.99				7,130				-				1,860				5,270
31-Oct-23			8.99				5,673				-				1,480				4,193
31-Oct-23			8.99				22,368				-				5,835				16,533
1-Mar-24			6.75				-				15,000				15,000				-
21-Aug-24			0.32				-				10,000				10,000				-
31-Aug-24			0.32				-				50,000				50,000				-
31-Aug-24			0.32				-				50,000				50,000				-
31-Aug-24			0.32				-				5,000				5,000				-
31-Aug-24			0.32				-				10,000				10,000				-
2-Dec-24			3.32				-				9,034				9,034
							93,134				149,034				177,025				65,143

 

During the year ending December 31, 2024, 149,034 advisory shares were exercised and issued to advisors of total common stock of $171,250.

 

The aggregate vesting date fair value of Advisory shares vested was $418,694 and $5,633,147 during the year ended December 31, 2024 and year ended December 31, 2023 respectively.

 

Stock compensation expenses

 

During the year ended December 31, 2024, the Company has recorded share compensation expense of $14,342,784 in relation to stock options, RSU and Advisory shares as follows:

 

		For the year ended December 31, 2024				For the year ended December 31, 2023
Stock options			7,546,149				3,152,066
Restricted stock units (RSU)			5,479,441				6,095,401
Advisory shares			1,317,194				476,025
Total stock compensation expenses			14,342,784				9,723,492

 

Stock option model & assumptions

 

The Black-Scholes-Merton option pricing model is used to estimate the fair value of stock options and RSU granted under the Company’s share-based compensation plans and the rights to acquire stock granted under the stock options plans. The weighted-average estimated fair values of stock options and the rights to acquire stock as well as the weighted-average assumptions used in calculating the fair values of stock options and the rights to acquire stock that were granted during the years ended December 31, 2024, and 2023, were as follows:

 

		Year ended December 31, 2024
		Stock Options				Stock Options				Restricted stock awards
Grant date		February 13, 2024				November 27, 2023				November 27, 2023
Fair value on grant date		$	1.39			$	3.41			$	7.76
Risk free interest rate			4.40	%			4.40	%			4.40	%
Expected volatility			25.00	%			18.50	%			18.50	%
Exercise prices		$	5.00			$	5.00			$	0.0001
Share price on the grant date		$	5.50			$	7.76			$	7.76
Expected term of vesting			2.5 years				4 years				4 years

As share-based compensation expense recognized in the Consolidated Statements of operations and comprehensive loss during the years ended December 31, 2024, and 2023, is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures, if any.

 

As of December 31, 2024, there was $8,650,405, $16,432,560 (December 31, 2023: $11,265,277, $21,784,566) of total unrecognized compensation expense related to unvested stock options and restricted stock units respectively, to acquire common stock under the 2016 Inventive Stock plan. The unrecognized compensation expense is expected to be recognized over a weighted-average period of 2.91 years for unvested stock options and restricted stock units for rights granted to acquire common stock under 2016 Incentive Stock Plan.