Monitor daily conversion notices and SSII trading volume — the variable-price structure creates persistent downward pressure as the investor can convert at a 5% discount to VWAP. Watch for any trigger events (e.g., Nasdaq delisting notice, failure to maintain share reserve) that could increase the note balance by 15% per major trigger event and accelerate default interest at 18%.
Price Chart
Executive Summary
SS Innovations International, Inc. issued a $21,025,000 secured convertible promissory note to Growth Capital Partners, LLC, receiving net proceeds of approximately $19.9 million. The note carries an 8.75% interest rate, matures in 36 months, and is convertible into common stock at a variable price of 95% of the lower of the one-day or five-day VWAP. This is a dilutive, high-cost financing that provides cash runway but creates significant near-term dilution risk for existing shareholders.
Key Facts
- Issued $21,025,000 secured convertible promissory note for $20,000,000 purchase price ($1,000,000 OID + $25,000 expenses)
- Net proceeds estimated at ~$19.9 million
- Interest rate of 8.75% per annum, compounded daily, maturing in 36 months
- Conversion price at 95% of the lower of 1-day or 5-day VWAP (variable, no floor)
- Initial share reserve of 8,000,000 shares for conversion; 200,488,427 shares outstanding pre-offering
- Note secured by intellectual property and assets of SS IP Holdings and the Company (excluding Indian operating subsidiary SSI-India)
- Investor subject to 4.99% beneficial ownership limitation (can increase to 9.99% with 61 days notice)
- Daily conversion limit: greater of $50,000 or 10% of daily dollar trading volume
- Closing stock price on October 8, 2026 was $2.63 per share
- Company reported net losses of $12.13M (FY2025) and $19.15M (FY2024); accumulated deficit of $55.79M as of Dec 31, 2025
- Auditor's report includes going concern explanatory paragraph
- Shelf registration (S-3) filed May 1, 2026 for up to $150M in securities; this is the first takedown
Financial Impact
~$19.9M net proceeds raised; potential dilution of up to 8M+ shares (initial reserve) at variable conversion price ~95% of VWAP, representing ~4% of current outstanding shares at the reserve level but potentially much higher if stock price declines
Risk Factors
- Immediate and substantial dilution from variable-price conversion with no floor on conversion price
- Trigger events can increase note balance by 15% per major event and trigger 18% default interest
- Going concern risk — company has accumulated deficit of $55.79M and net losses continue
- Indian operating assets (SSI-India) excluded from collateral, limiting lender recovery and potentially increasing cost of future debt
- Stock price at $2.63 vs. $4.02 at time of S-3 filing (April 30, 2026) — 35% decline suggests market already pricing in dilution concerns
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 424B5 Filing (Primary) | 0001213900-26-108566 |
| Document: 0001213900-26-108566-index-headers.html | 0001213900-26-108566 |
| Document: 0001213900-26-108566-index.html | 0001213900-26-108566 |
| Document: 0001213900-26-108566.txt | 0001213900-26-108566 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 26, 2026 today | 8-K | — | awaiting T+5 | — | — |
Oct 26, 2026 today | Press Release | — | awaiting T+5 | — | — |
Oct 13, 2026 13d ago | 8-K | $2.55 $2.54 | ▼ −0.39% | ▲ +0.76% | $2.40 (−5.88%) |
Oct 13, 2026 13d ago | 8-K | $2.55 $2.54 | ▲ +0.39% | ▼ −0.76% | $2.40 (+5.88%) |
Oct 9, 2026 16d ago | 424B5 | $2.55 $2.45 | ▲ +3.92% | ▲ +2.43% | $2.40 (+5.88%) |
Oct 5, 2026 21d ago | 8-K | $2.77 $2.55 | ▼ −7.94% | ▼ −8.36% | $2.40 (−13.36%) |
Sep 10, 2026 6w ago | 8-K | $3.30 $3.26 | ▼ −1.21% | ▼ −0.71% | $2.40 (−27.27%) |
Aug 13, 2026 10w ago | 8-K | $3.83 $3.61 | ▼ −5.74% | ▼ −3.78% | $2.40 (−37.34%) |
Jul 17, 2026 14w ago | 8-K | $3.64 $3.57 | ▼ −1.92% | ▼ −1.24% | $2.40 (−34.07%) |
Jul 14, 2026 14w ago | 8-K | $3.67 $3.75 | ▲ +2.18% | ▲ +3.48% | $2.40 (−34.60%) |
US Market Status
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