See accompanying notes to unaudited Condensed Financial
Statements.
See accompanying notes to unaudited Condensed Financial
Statements.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 – COMPANY AND BASIS OF PRESENTATION
Organization
AVRA Medical Robotics, Inc. (the “Company”
or “AVRA”) was incorporated as AVRA Surgical Microsystems, Inc. in the State of Florida on February 4, 2015. Effective November
5, 2015, the Company’s corporate name was changed to AVRA Medical Robotics, Inc. The Company was established to develop advanced
medical surgical devices. The Company is structured to invest in four principal areas – surgical robotic systems, surgical tools,
implantable devices and surgical robotic training.
The significant accounting
policies of AVRA were described in Note 1 to the audited financial statements included in the Company’s 2020 Annual Report on Form
10-K (“2020 Form 10-K”). There have been no significant changes in the Company’s significant accounting policies for
the three and six months ended June 30, 2020.
Basis of Presentation
The accompanying unaudited
condensed financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United
States (“GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange
Commission. Therefore, they do not include all information and footnotes normally included in annual consolidated financial statements
and should be read in conjunction with the consolidated financial statements and notes thereto included in the 2020 Form 10-K for the
year ended December 31, 2020. In the opinion of the Company’s management, the accompanying unaudited condensed financial statements
contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company
as of June 30, 2021 and the results of operations and cash flows for the periods presented. The results of operations for the three and
six months ended June 30, 2021 are not necessarily indicative of the operating results for the full fiscal year or any future period.
Going Concern
The accompanying financial statements have been
prepared assuming the continuation of the Company as a going concern. At June 30, 2021, the Company’s stockholders’ deficit
was $857,933 which raises substantial doubt about the Company. The Company has not yet established an ongoing source of revenues sufficient
to cover its operating costs and is dependent on debt and equity financing to fund its operations. Management of the Company is making
efforts to raise additional funding until a registration statement relating to an equity funding facility is in effect. While management
of the Company believes that it will be successful in its capital formation and planned operating activities, there can be no assurance
that the Company will be able to raise additional equity capital, or be successful in the development and commercialization of the products
it develops or initiates collaboration agreements thereon. The accompanying financial statements do not include any adjustments to reflect
the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may
result from the possible inability of the Company to continue as a going concern.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Estimates
The preparation of financial statements in conformity
with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses.
The Company regularly evaluates estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates made by management.
Cash and Cash Equivalents
The Company considers all cash on hand, cash accounts
not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months
or less to be cash and cash equivalents.
Concentration of Credit Risk
Financial instruments that potentially subject
the Company to concentrations of credit risk consist principally of cash. The Company maintains its principal cash balance in a financial
institution. These balances are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At June 30,
2021 and 2020, $24,327 and $0 were in excess of the FDIC insured limit respectively.
Revenue Recognition
In May 2014,
the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue
from Contracts with Customers (Topic 606). The ASU and all subsequently issued clarifying ASUs replaced most existing revenue recognition
guidance in U.S. GAAP. The ASU also required expanded disclosures relating to the nature amount, timing, and uncertainty of revenue and
cash flows arising from contracts with customers. The Company adopted the new standard effective January 1, 2018, the first day of the
Company’s fiscal year. For these reasons, the adoption of this ASU did not have a significant impact on the Company’s financial
statements
Effective
January 1, 2018, the Company adopted guidance issued by the FASB regarding recognizing revenue from contracts with customers. The revenue
recognition policies as enumerated below reflect the Company’s accounting policies effective January 1, 2018, which did not have
a materially different financial statement result than what the results would have been under the previous accounting policies for revenue
recognition.
Equipment
Equipment is recorded at cost and depreciated
using the straight-line method at rates determined to estimate the useful lives of the assets. The annual rates used in calculating depreciation
is as follows:
Equipment -5 years
straight-line
Intangibles
Intangible
assets continue to be subject to amortization, and any impairment is determined in accordance with ASC 360, “Property, Plant, and
Equipment,” intangible assets are stated at historical cost and amortized over their estimated useful lives. The Company uses a
straight-line method of amortization, unless a method that better reflects the pattern in which the economic benefits of the intangible
asset are consumed or otherwise used up can be reliably determined
The Company
purchased existing Intellectual Property from the University of Central Florida. Management regularly assesses the carrying value of the
intellectual property to determine if there has been any diminution of value.
Website
Website is recorded at cost and amortized using
the straight-line method over its estimated life of 3 years.
Long-lived Assets
In accordance with ASC 360, “Property
Plant and Equipment”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances
indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to
: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation
of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current cash flow
or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset and current
expectation that the asset will more than likely not be sold or disposed significantly before the end of its estimated useful life. Recoverability
is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the discounted
cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain circumstances.
An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.
Stock Compensation Expense
The Company accounts for equity instruments issued
in exchange for the receipt of goods or services from other than employees in accordance with Accounting Standards Codification (“ASC”)
Topic 505, “Equity.” Costs are measured at the estimated fair market value of the consideration received or the estimated
fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration
other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of
goods or services as defined by ASC Topic 505.
Income Taxes
The Company accounts for income taxes pursuant
to ASC Topic 740 “Income Taxes.” Under ASC Topic 740, deferred tax assets and liabilities are determined based on temporary
differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets
and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.
A valuation allowance is recorded when it is more likely than not that some or all of the deferred tax assets will not be realized.
The Company applies the provisions of ASC Topic
740-10-05 “Accounting for Uncertainty in Income Taxes.” The ASC clarifies the accounting for uncertainty in income
taxes recognized in an enterprise’s financial statements. The ASC prescribes a recognition threshold and measurement attribute for
the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides
guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.
Basic and Diluted Loss per Share
In accordance with ASC Topic 260 “Earnings
Per Share,” basic loss per common share is computed by dividing net loss available to common stockholders by the
weighted average number of common shares outstanding during the period. Diluted loss per common share gives effect to dilutive convertible
securities, options, warrants and other potential common stock outstanding during the period, only in periods in which such effect is
dilutive. The Company has stock options, warrants, and convertible promissory notes that may be converted to outstanding potential common
shares.
Research and Development Costs
In accordance with ASC Topic 730 “Research
and Development”, with the exception of intellectual property that is purchased from another
enterprise and have alternative future use, research and development expenses are charged to operations as incurred.
Fair Value of Financial Instruments
Our financial instruments consist principally
of accounts receivable, amounts due to related parties and promissory notes payable. The carrying amounts of cash and cash equivalents
and promissory notes approximate fair value because of the short-term nature of these items.
Recent Accounting Pronouncements
Compensation- Stock Compensation
In May 2017, the FASB issued ASU 2017-09, “Compensation—Stock
Compensation (Topic 718): Scope of Modification Accounting,” that provides guidance about which changes to the terms or conditions
of a share-based payment award require an entity to apply modification accounting. The new guidance became effective for the Company on
January 1, 2018 and was applied on a prospective basis, as required. The adoption of this standard did not have an impact on the financial
statements or the related disclosures.
Leases
In February
2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). The FASB issued ASU 2016-02 to increase
transparency and comparability among organizations recognizing lease assets and lease liabilities on the balance sheet and disclosing
key information about leasing arrangements. Under ASU 2016-02, lessors will account for leases using an approach that is substantially
equivalent to existing GAAP for sales-type leases, direct financing leases and operating leases. Unlike current guidance, however, a lease
with collectability uncertainties may be classified as a sales-type lease. If collectability of lease payments, plus any amount necessary
to satisfy a lessee residual value guarantee, is not probable, lease payments received will be recognized as a deposit liability and the
underlying assets will not be derecognized until collectability of the remaining amounts becomes probable. ASU 2016-02 is effective for
interim and annual periods beginning after December 15, 2018, with early adoption permitted, and must be adopted using a modified retrospective
transition. The Company did not adopt the standard effective January 1, 2019, utilizing the lessor practical expedient. On November
15, 2019, the FASB issued ASU 2019-10 which amended the effective dates for ASC 842, to give implementation relief. Under the FASB’s
new framework, two “buckets” were defined, bucket 1 includes public companies that are SEC filers but excludes “Small
Reporting Companies” (SRC’s). Bucket 2 includes all other entities, including SRC’s. Bucket 2 entities have to apply
ASC 842 for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021.
NOTE 3 – NOTES PAYABLE – RELATED PARTY
On December 31, 2018, the Company borrowed $15,000
under a non-interest bearing promissory note from a related party. The note matured on December 31, 2019 and was extended to December
31, 2020.
On
February 6, 2019, the Company borrowed from its CEO, $17,500 under a non-interest bearing promissory note which matures on February 6,
2020 and was extended to December 31, 2020.
On
May 8, 2019, the Company borrowed from its CEO, $25,000 under a non-interest bearing promissory note which matures on May 8, 2020 and
was extended to December 31, 2020.
On
May 29, 2019, the Company borrowed from its CEO, $25,000 under a non-interest bearing promissory note which matures on May 29, 2020 and
was extended to December 31, 2020.
On
June 26, 2019, the Company borrowed from its CEO, $40,000 under a non-interest bearing promissory note which matures on June 26, 2020
and was extended to December 31, 2020.
On
July 19, 2019, the Company borrowed from its CEO, $50,000 under a non-interest bearing promissory note which matures on July 19, 2020
and was extended to December 31, 2020.
On October 11, 2019,
the Company borrowed from its CEO, $30,000 under a non-interest bearing promissory note which matures on March 11, 2020 and was extended
to December 31, 2020.
On November 14, 2019,
the Company borrowed from its CEO, $7,000 under a non-interest bearing promissory note which matures on November 14, 2020 and was extended
to December 31, 2020.
On
March 1, 2020, the Company entered into a promissory notes totaling $194,500 for the above notes, as an incentive to its CEO for
entering into this agreement, issued option to purchase 389,000 restricted common shares of the Company at $0.25 per share. The option
will be fully vested as of March 1, 2020.
On
August 26, 2019, the Company borrowed from its CEO, $100,000 under a non-interest bearing promissory note which matures on December 26,
2019.
On December 3, 2019,
the Company borrowed from its CEO, $3,000 under a non-interest bearing promissory note which matures on December 3, 2020.
On December 6, 2019,
the Company borrowed from its CEO, $30,000 under a non-interest bearing promissory note which matures on December 6, 2020.
On December 30, 2019,
the Company borrowed from its CEO, $25,000 under a non-interest bearing promissory note which matures on December 30, 2020.
On January 3, 2020, the
Company borrowed from its CEO, $95,000 under a non-interest bearing promissory note which matures on January 3, 2021.
On
January 5, 2020, the related party exercised his option and converted his note of $100,000 into 1,000,000 shares at $0.10 per share.
On March 31, 2020, the
Company borrowed from its CEO, $6,000 under a non-interest bearing promissory note which matures on December 31, 2020.
On May 4, 2020, the Company
borrowed from its CEO, $2,500 under a non-interest bearing promissory note which matures on December 31, 2020.
On June 1, 2020, the
Company borrowed from its CEO, $4,000 under a non-interest bearing promissory note which matures on December 31, 2020.
On June 30, 2020, the
Company borrowed from its CEO, $5,000 under a non-interest bearing promissory note which matures on December 31, 2020.
NOTE 4 – PROMISSORY NOTES
On December 31, 2018, the Company borrowed an
additional $15,000, with interest payable annually at 4%, maturing on December 31, 2019. This note was paid in full on January 7, 2020.
During January 2019, the Company borrowed $20,000
under a non-interest bearing promissory note which matures on December 31, 2019, this amount was converted to 13,334 shares of common
stock in 2020.
On
March 11, 2019, the Company borrowed $25,000 under a promissory note bearing an annual interest rate of 5% and which matures on September
11, 2019. The loan includes a warrant to purchase 12,500 common shares at a strike price of $1.25 per share. The warrant expires in 3
years. This note was paid in full on January 16, 2020.
On
March 14, 2019, the Company borrowed $25,000 under a promissory note bearing an annual interest rate of 5% and which matures on September
14, 2019 and was extended until December 31, 2020. The loan includes a warrant to purchase 12,500 common shares at a strike price of $1.25
per share. The warrant expires in 3 years.
On
March 29, 2019, the Company borrowed $25,000 under a promissory note bearing an annual interest rate of 5% and which matures on September
29, 2019. The loan includes a warrant to purchase 12,500 common shares at a strike price of $1.25 per share. The warrant expires in 3
years. This note was paid in full on January 21, 2020.
During the three and six months ended June 30,
2020, 37,500 warrants were valued at $51,740 and expensed as stock compensation.
NOTE 5 – INCOME TAXES
The Company’s deferred tax assets at June
30, 2020 consist of net operating loss carry forwards of $4,395,785. Using a new federal statutory tax rate of 21%, the valuation allowance
balance as of June 30, 2020 total of $0. The increase in the valuation allowance balance for the
six months ended June 30, 2021 of $50,489 is entirely attributable to the net operating
loss.
Due to the uncertainty of their realization, no
income tax benefits have been recorded by the Company for these loss carry forwards as valuation allowances have been established for
any such benefits. The increase in the valuation allowance was the result of increases in the net operating losses discussed above. Therefore,
the Company’s provision for income taxes is $-0- for the six months ended June 30,
2021 and 2020.
At
June 30, 2021 and December 31, 2020, the Company had no material unrecognized tax benefits
and no adjustments to liabilities or operations were required. The Company does not expect that its unrecognized tax benefits will materially
increase within the next twelve months. The Company recognizes interest and penalties related to uncertain tax positions in general and
administrative expense. At June 30, 2021 and December 31, 2020, the Company has not recorded
any provisions for accrued interest and penalties related to uncertain tax positions.
The
Company files U.S. federal and state income tax returns in jurisdictions with varying statutes of limitations.
NOTE 6 – STOCKHOLDERS’ DEFICIT
The Company is authorized to issue up to 100,000,000
shares of common stock, $0.0001 par value per share plus 5,000,000 shares of preferred stock, par value $0.0001.
On February 23, 2018, the board of directors of
AVRA authorized the issuance of an aggregate of 218,000 shares of AVRA’s common stock (the “Shares”) as follows:
| ● | 150,000 Shares at a value of
$1.25 per Share, to six consultants and service providers for services rendered through December 31, 2017; |
| ● | 35,000 Shares, at a value of
$1.25 per Share, to Farhan Taghizadeh, M.D., AVRA’s Chief Medical Officer, for services rendered during the period September 1,
2017 to December 31, 2017; and |
| ● | 19,500 and 13,500 Shares, at
a value of $2.00 per Share, to Barry F. Cohen and A. Christian Schauer, our Chief Executive Officer and its former Chief Financial Officer,
respectively, pursuant to Conversion Agreements with each of such officers, under which they converted all December 31, 2017 accrued
but unpaid compensation due them under their respective employment agreements with the Company into the Shares. |
On August 13, 2018 the Company sold 16,000 shares
of its common stock for $20,000.
On October 4, 2018, the Board of Directors adopted
the following resolutions and took the following actions by unanimous written consent in lieu of a meeting in accordance with the applicable
provisions of the Florida business Corporation Act:
| ● | 128,300 shares of restricted
common stock required to be issued, to six consultants and service providers for services rendered through September 30, 2018; |
| ● | 400 shares of restricted common
stock required to be issued, for services rendered through February 28, 2018; |
On January 4, 2019, 115,050 Shares at a value of $1.25 per share were
issued for services rendered.
On April 1, 2019, 95,050 shares at a value
ranging from $1.25-$2.41 per share were issued for services rendered.
On July 1, 2019, 79,672 shares at a value ranging
from $1.25-$2.76 per share were issued for services rendered
On August 28, 2019, 600,000 shares at a value
ranging from $1.25-$2.00 per share were issued for services rendered.
On December 1, 2019, the Company canceled 250,000
restricted shares of the Company’s common stock that were previously issued under the Stock Award letter dated August 28, 2019.
During
the first quarter of 2020, 122,200 shares at a value ranging from $.42-$2.79 per share were issued for services rendered.
During the first quarter 2021, 1,025,000 shares
at a value ranging from $0.89-$1.07 per share were issued for services rendered.
During the second quarter 2021, 378,378 shares
at a value ranging from $0.89-$1.02 per share were issued for services rendered.
Holders
are entitled to one vote for each share of common stock. No preferred stock has been issued.
NOTE 7 – 2016 INCENTIVE STOCK PLAN
On August 1, 2016, the Company adopted the 2016
Incentive Stock Plan (the “Plan”). The Plan provides for the granting of options to employees, directors, consultants and
advisors to purchase up to 3,000,000 shares of the Company’s common stock. The Board is responsible for administration of the Plan.
The Board determines the term of each option, the option exercise price, the number of shares for which each option is granted and the
rate at which each option is exercisable. Incentive stock options may be granted to any officer or employee at an exercise price per share
of not less than the fair market value per common share on the date of the grant. On August 1, 2019, the Board increased the plan to 10,000,000
shares of common stock.
For options granted October 1, 2017, the following
factors were used: volatility 45.07%; expected term of 3 years, risk-free interest rate of 2.00%, dividend yield of 0% and exercise price
of $1.25 per share.
For options granted July 1, 2018, the following
factors were used: volatility 31.34%; expected term of 3 years, risk-free interest rate of 2.00%, dividend yield of 0% and exercise price
of $1.25 per share.
For options granted May 1, 2018, the following
factors were used: volatility 62.16%; expected term of 3 years, risk-free interest rate of 2.00%, dividend yield of 0% and exercise price
of $1.25 per share.
On July 1, 2018 options for 75,000 shares were
issued to our Counsel for services rendered totaling $21,000. These shares are vested immediately and expire on July 1, 2023. The exercise
price is $1.25.
For the year ended December 31, 2019 and 2018,
210,000 and -0- options were exercised, respectively. Non-vested Options for 97,639 shares were forfeited during March 2018.
On December 1, 2019, the Company granted to its
majority shareholder options to purchase 750,000 common shares of the Company at an exercise price per share will be $1.00. All shares
will immediately vest, and the Option will expire five years from the date of issuance.
At December 31, 2019 and 2018 options representing
3,486,667 shares and 2,243,250 shares were vested or exercisable, respectively.
All options issued to-date expire after five years
from the issue date. Except for the option for 1,750,000 shares issued to the CEO and to the Company’s counsel for 40,000 shares
that vested immediately, all the options issued to date vest over three years.
Stock options are accounted for in accordance
with FASB ASC Topic 718, Compensation –Stock Compensation, with option expense amortized over the vesting period based on
the Black-Scholes option-pricing model fair value on the grant date, which includes a number of estimates that affect the amount of expense.
During the three months ended June 30, 2021 and
2020, $30,254 and $106,487 respectively, of expensed stock options has been recorded as stock-based compensation. During
the six months ended June 30, 2021 and 2020, $67,928 and $158,964, respectively, of expensed stock options has been recorded as
stock-based compensation. The total amount of unrecognized compensation cost related to non-vested options was $186,975 as of June 30,
2021. This amount will be recognized over a period of 39 months expiring September 30, 2024.
The grant date fair value of options granted during
the year of 2018 and 2019 were estimated on the grant date using the Black-Scholes model with the following assumptions:
For options granted May 1, 2018, the following
factors were used; volatility 62.16%; expected term of 3 years, risk-free interest rate of 2.00%, dividend yield of 0% and exercise price
of $1.25 per share.
For options granted July 1, 2018, the following
factors were used; volatility 31.34%; expected term of 3 years, risk-free interest rate of 2.00%, dividend yield of 0% and exercise price
of $1.25 per share.
For options granted February 1, 2019: Volatility
50.58%, term 3 years, risk-free interest rate of 2.00%, dividend yield of 0% and exercise price of $2.00 per share. For options granted
April 1, 2019: Volatility 48.52%, term 3 yrs, risk-free interest rate of 2.00%, dividend yield of 0% and exercise price of $1.25 per share.
For options granted August 1, 2019: Volatility
62.43%, term 3 years, risk-free interest rate of 2.00%, dividend yield of 0% and exercise price of $2.00 per share.
For options granted October 1, 2019: Volatility
48.57%, term 3 years, risk-free interest rate of 2.00%, dividend yield of 0% and exercise price of $2.00 per share.
For options granted December 1, 2019: Volatility
61.91%, term 3 years, risk-free interest rate of 2.00%, dividend yield of 0% and exercise price of $1.00 per share.
The grant date fair value of options granted during
the year of 2020 were estimated on the grant date using the Black-Scholes model with the following assumptions:
For options granted March 1, 2020 the fair market
value is $0.45, exercise $0.25, rate 2%, and volatility 39.73%.
No options were granted during the first six months
of 2021
Option values are calculated using Black Scholes
with the following inputs: expected volatilities are based on the average volatilities of six similar companies; fair market values are
calculated using the implied share values of recent company financings or OTC closing prices for that day, whichever is more suitable;
risk-free rate used was 2%.
NOTE
8 – COMMITMENTS
Intellectual property
Effective May 1, 2016, the Company entered into
a Research Agreement (the “Research Agreement”) with the University of Central Florida (“UCF” or the “University”)
for the development of a prototype surgical robotic device supporting minimal invasive surgical facial corrections.
The Agreement provides that the University will
provide personnel to accomplish the objectives as stated in the Statement of Work over a period extending to September 30, 2017. Effective
May 1, 2016, the research agreement with the University of Central Florida has been extended to April 30, 2021. No additional payments
to the University were required.
The Company agreed to extend funding of $163,307
from AVRA’s existing funds.
In addition, AVRA has paid $43,548 for outright
ownership of the University’s Intellectual Property resulting from the collaboration, which amount is shown as Intellectual Property.
Management has assessed the carrying value of the asset at December 31, 2019 and has recorded an impairment loss in the amount of $43,548.
For the three and nine months ended, September
30, 2020 and 2019, $-0- had been paid under the Agreement. The balance of the amount owing to the University was fully paid on February
24, 2017 and April 7, 2017. Additionally, a $68,952 matching funds grant from the Florida High Tech Corridor Council (FHTCC) was approved
on July 16, 2016 which will provide the University research funds in addition to the Company’s funding obligation to the University.
The FHTCC research grant is subject to certain research obligations and action requirements which if not met may result in the loss of
the FHTCC research funding. The agreement further provides for the payment of a 1% royalty to the University in any year when the sales
of products using the intellectual property exceeds $20,000,000.
Employment
Agreements
On July 1, 2016, the Company entered into an Employment
Agreement with its Chairman and Chief Executive Officer. The agreement provides for an annual salary of $120,000 per year, increasing
to $180,000 per year beginning July 2017. Through December 2016, the employee agreed to not receive the compensation in cash until the
Board of Directors deemed it prudent to pay some or all of his salary. Further the Agreement provides that the employee will receive a
three-year option to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $0.10 per share, and becoming
fully vested on August 15, 2016.
On August 1, 2016, the Company entered into a
one-year Employment Agreement with its Chief Financial Officer. The agreement provides for an annual salary of $108,000 per year. Through
December 2016, the employee agreed to not receive the compensation in cash until the Board of Directors deemed it prudent to pay some
or all of his salary. Further the Agreement provides that the employee will receive a three-year option to purchase 210,000 shares of
the Company’s common stock at an exercise price of $0.10 per share, with 70,000 shares becoming fully vested upon each yearly anniversary.
The options are to be surrendered and cancelled if the Agreement is terminated. The Agreement has expired but its compensation terms continue
in effect as long as the employee remains employed by the Company.
On August 1, 2016, the Company entered into a
three-year Employment Agreement with its Vice President of Global Business Development. The agreement provides for an annual salary of
$96,000 per year, increasing to $144,000 per year beginning July 2017. Through December 2016, the employee agreed to not receive the compensation
in cash until the Board of Directors deemed it prudent to pay some or all of his salary. Further the Agreement provides that the employee
will receive a three-year option to purchase 300,000 shares of the Company’s common stock at an exercise price of $0.10 per share,
with 100,000 shares vested on each yearly anniversary.
Further, on July 1, 2016, the Company entered
into Indemnification Agreements with the Chairman and Chief Executive Officer, and on August 1, 2016 the Chief Financial Officer and the
Vice-President of Global Business Development providing for the Company to indemnify the individuals for all expenses, judgments, etc.
incurred while serving in various capacities with the Company.
Commencing March 1, 2018, the Company entered
into an employment agreement with its new Chief Strategy Officer whereby compensation will be determined upon sufficient funding of the
Company. The Company granted a 300,000 share stock award under its 2016 Incentive Stock Plan, which vests in five equal annual installments
of 60,000 shares each.
In addition, on May 1, 2018 options for 250,000
shares that vest monthly over 3 years were also issued to our Chief Strategy Officer. These options expire on May 1, 2023 and are exercisable
at $1.25.
Commencing January 1, 2019, the Company entered
into a consulting agreement with an IR/PR Company whereby compensation will be $1,500 per month for six months. During third quarter 2019,
these services stopped. On July 1, 2019, the Company issued 36,000 restricted common shares as part of the compensation.
Effective July, 1, 2020, the Company entered into
an employee agreement with its Chairman and Chief Executive Officer, for a term of 48 months. The employee’s base salary is $15,000
monthly, beginning with the July 2020 payment, which rate shall be inclusive of all claims by the employee for his services. However,
employee agrees to accrue his salary from the July 1, 2020 through and including December 2020 and allows the Board of Directors to decide
on whether to convert any or all accrued salary into Company restricted common shares. Beginning on the July 1, 2020, normal direct business
expenses will be covered, including business class travel on flights over 5 hours. Employee will receive a $500 per month vehicle expense
stipend to help mitigate the costs of the frequent travel required to visit the Orlando office and University of Central Florida from
the employee’s home. Employee will also be granted an option pursuant to the Company’s Equity Incentive Plan to purchase 1,000,000
restricted shares of the Company’s common stock, with an exercise price of $0.25 per share, and a Start Date of July 1, 2020. All
1,000,000 shares will be fully vested on July 1, 2020.
Lease
The Company occupies office and laboratory space
in Orlando, Florida under a lease agreement that expired on July 31, 2018. Effective August 1, 2018 and expiring July 31, 2019, the Company
signed a new agreement, with monthly payments of $1,829.25 plus applicable sales tax. Effective August 1, 2019, the Company signed a year
lease agreement, provides that the Company pay insurance, maintenance and taxes with a monthly lease expense of $2,454.75 plus applicable
sales tax. Effective January 15, 2020, the Company amended its August 1, 2019 lease agreement reducing its monthly lease payment to $2,223
plus applicable sales tax. the Company signed a lease that was effective August 1, 2020 through July 31, 2021, which provides that the
Company pay insurance, maintenance and taxes with a monthly lease expense of $1,474.17 plus applicable sales tax.
Effective
January 1, 2021, the Company signed an amendment which modified the August 1, 2020 agreement, increasing the monthly lease expense to
$1,964.74 plus applicable sales tax.
Either party may cancel the agreement at any time
with 30 days’ notice.
NOTE 9 – OTHER MATTERS
On January 30, 2020, the World Health Organization
(“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19
outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020,
the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally.
The full impact of the COVID-19 outbreak continues
to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s
financial condition, liquidity, and future results of operations. Management is actively monitoring the global situation on its financial
condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global
responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial
condition, or liquidity for fiscal year 2020.
On March 27, 2020, President Trump signed into
law the “Coronavirus Aid, Relief, and Economic Security (CARES) Act.” The CARES act was enacted as a response to the
COVID-19 outbreak discussed above and is meant to provide companies with economic relief. The CARES Act, among other things,
includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss
carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations
on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property.
NOTE 10 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events through
the date that the financial statements were issued and determined that there were subsequent events requiring adjustments to or disclosure
in the financial statements.
In July, 2021 several holders of stock options
elected to exercise their stock options with a cashless exercise provision resulting in the issuance of 629,375 shares of common stock.
On September 22, 2021, the Company’s CEO,
converted a total of $50,000 of notes payable into 384,615 shares of common stock and converted $50,000 of accrued salary into 384,615
shares of common stock.
In
July, 2021 several holders of stock options elected to exercise their stock options with a cashless exercise provision resulting in the
issuance of 629,375 shares of common stock.
On
September 22, 2021, the Company’s CEO, converted a total of $50,000 of notes payable into 384,615 shares of common stock and converted
$50,000 of accrued salary into 384,615 shares of common stock.
On October 1, 2021, the Company’s CEO, converted
a total of $595,000 of accrued salary into 5,950,000 shares of common stock at a price of $0.10 per share and agreed to receive 450,000
shares of common stock for $45,000 of the remaining salary due for the three months ending December 31, 2021at a price of $0.10 per share.
On October 1, 2021, a former employee now a consultant
elected to convert a total of $251,500 of accrued consulting fees into 2,515,000 shares of common stock at a price of $0.10 per share,
converted $161,500 of accrued salary into 1,615,000 shares of common stock at a price of $0.10 per share. and $4,500 of expenses into
45,000 shares of common stock at a price of $0.10 per share.
Between October 5, 2021 and December 8, 2021 the
Company sold a total of 2,229,231 shares of common stock at prices ranging between $0.13 and $0.52 per share. The Company received proceeds
of $315,200.
On October 1, 2021 the Company issued a total
of 1,500,000 of stock options to consultants with an exercise price of $0.25 per option.
On October 1, 2021 the Company issued 50,000 of
stock options to each of its independent Directors with an exercise price of $0.25 per option.
On October 1, 2021 the Company issued 350,000
of stock options to its Chief Medical Officer with an exercise price of $0.25 per option.
On October 1, 2021 the Company issued a total
of 390,000 of stock options to Company’s CEO with an exercise price of $0.25 per option for the extension of loans.
On October 1, 2021 the Company issued a total
of 174,553 shares of common stock to several consultants.
On October 1, 2021 the Company issued 25,000 shares
of common stock to its Chief Medical Officer.
On July 1, 2022 the Company paid $5,000 and issued
to a consultant an option for 2,520,000 common shares with an exercise price of $0.10 per share as a performance bonus and for foregoing
all accrued and unpaid fees due for 2022 and for foregoing a portion of the fees due for the remaining five months of calendar year 2022.
The option vested immediately.
On July 1, 2022 the Company issued to its CEO an option for 5,400,000
common shares with an exercise price of $0.10 per share as a performance bonus and for foregoing all of his 2022 salary. The option vested
immediately.
On July 1, 2022 the Company issued to its Chief
Medical Officer an option for 500,000 common shares with an exercise price of $0.10 per share as a performance bonus. The option vested
immediately.
On July 1, 2022 the Company issued to its Chief
Strategy Advisor an option for 500,000 common shares with an exercise price of $0.10 per share as a performance bonus. The option vested
immediately.
On July 1, 2022 the Company issued 240,270 shares
of common stock as payment in full for the accrued but unpaid fees due to its Counsel.
On July 1, 2022 the Company issued 27,250 shares
of common stock to its patent attorney per their fee agreement.
On July 1, 2022 the Company issued 160,000 shares
of common stock to its Chief Strategy Officer as required by his Stock Grant Award dated April 15, 2019 and his Employment Agreement dated
March 1, 2018.
On July 1, 2022 the Company issued 40,000 shares
of common stock to its Chief Medical Officer as required by his employment agreement dated September 15, 2020
On July 1, 2022 the Company issued a total of
569,747 shares of common stock to several consultants.
In July 2022, four investors exercised their put
options obtained from the Offering dated October 26, 2020, transferred their Membership Units in Avra Air LLC back to AVRA and received
301,027 shares of the Company’s common stock in return.
On July 25, 2022 the Directors and Shareholders
holding a majority of the issued and outstanding common shares of the Company adopted, by joint written consent, a resolution to increase
the Company’s common stock reserved for issuance under the Company’s 2016 Incentive Stock Plan to 20,000,000.
On August 5, 2022, AVRA entered into a non-binding
letter of intent with Dr. Sudhir Srivastava (“Dr. Sudhir”), Cardio Ventures Pvt. Ltd., a Bahamian private limited company
of which Dr. Sudhir is the sole stockholder(“Cardio”), Otto Pvt, Ltd., a Bahamian private limited company and direct
subsidiary of Cardio (“Otto”) and Sudhir Srivastava Innovations Pvt. Ltd., an Indian private limited company and indirect
subsidiary of Cardio (“SSI,” and together with Cardio and Otto, the “SSI Parties”) with respect
to a business combination between AVRA and the SSI Parties (the “Transaction”). SSI, based in Haryana, India is engaged
in the development, commercialization, manufacturing and sale of medical and surgical robotic systems utilizing patents, trademarks and
other intellectual property held by Dr. Sudhir (the “SSI Intellectual Property”).
If and when the transaction is consummated, the
business of the SSI Parties, including the SSI Intellectual Property will be owned by AVRA. The shareholders of the SSI Parties will own
95% of the common stock of post-transaction AVRA and the current shareholders of AVRA will own 5% of the common stock of post-transaction
AVRA. In addition, there will be changes in composition of the board of directors, implementation of corporate governance policies and
changes in management, all with a view to listing the common stock of AVRA on the Nasdaq Stock Market, LLC or another National Securities
Exchange. In addition, AVRA will change its name to “SS Innovations, Inc.”
Consummation of the Transaction is subject to,
among other matters, the negotiation and execution of definitive agreements and documentation, containing, in addition to the above terms,
terms and conditions customary for agreements of this type and nature, including, without limitation, representations, warranties, and
indemnities of the parties.
Consummation of the Transaction is also subject
to completion of a due diligence review by each party of the other, the results of which shall be satisfactory to the reviewing parties
in their sole discretion.
Given the foregoing, there can be no assurance
given that the Company will be able to successfully complete the Transaction.
In connection with executing the letter of intent,
we advanced the SSI Parties, the amount of $990,000 (the “Interim Financing”). The Interim Financing is evidenced by
two notes, one for $100,000 and one for $1,000,000. Both are one-year Automatically Convertible Notes made in favor of the Company by
Cardio, Otto and Dr Sudhir, jointly and severally (the “Cardio Notes”). Interest on the Cardio Notes shall accrue at
the rate of 7% per annum, payable together with the principal amount at maturity. The Cardio Notes have an original issue discount of
10%. If the Cardio Notes are not repaid in full on or at maturity, they will automatically convert into a percentage equity interest in
Cardio determined by dividing the principal amount of and accrued interest on the Cardio Notes divided by $100 million. The Cardio Notes
contains customary default provisions and other typical terms and conditions.
We may make additional advances to the SSI Parties
of up to an aggregate principal amount of $5,000,000 of Interim Financing, evidenced by additional Cardio Notes. These Cardio Notes will
be substantially similar in form and substance to the first Cardio Notes, provided, however, that Cardio Notes issued in
excess of an aggregate principal amount of $2.000,000, will have an original issue discount of 6% as opposed to 10%, and the valuation
for determining conversion will be $250 million as opposed to $100 million.
In order to fund the Interim Financing, the Company
offered and sold to two accredited investors, $1,000,000 and $100,000 one-year convertible promissory notes (the “Convertible
Notes”). The Convertible Notes will have the same interest rate and payment terms as the Cardio Notes and otherwise be substantially
similar to the Cardio Notes, provided, however, that the Convertible Notes do not have an original issue discount. Further,
upon consummation of the Transaction (if and when it is consummated) the Convertible Notes will automatically convert into a number of
AVRA Shares determined by dividing the principal amount of the Convertible Notes by $100 million and multiplying such number expressed
as a percentage by the number of AVRA Shares issued to Dr. Sudhir and the other shareholders of the SSI Parties (if any) upon closing
of the Transaction. The Company may offer and sell up to an aggregate principal amount of $5,000,000 in Convertible Notes in order to
fund the Interim Financing.
The Convertible Notes were issued in a private
transaction pursuant to the exemptions from registration under the Section 4(a)2 of the Securities Act of 1933, as amended (the “Securities
Act”) and the rules and regulations promulgated thereunder.
In August 2022 the Company sold 1,000,000 shares
of common stock at a price of $0.25 per share receiving proceeds of $250,000.
In September 2022 and thru the date of this document,
the Company sold 1,631,000 shares of common stock at a price of $0.25 per share receiving proceeds of $407,750.