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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 26, 2023
CODA
OCTOPUS GROUP, INC.
(Name
of Small Business Issuer in its Charter)
| Delaware |
|
001-38154 |
|
34-2008348 |
(State
or other jurisdiction
of
incorporation or organization |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
Number) |
3300
S Hiawassee Rd., Suite 104-105
Orlando,
Florida 32835
(Address,
Including Zip Code of Principal Executive Offices)
407-735-2406
(Issuer’s
telephone number)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock |
|
CODA |
|
Nasdaq |
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(a)
On June 26, 2023, Captain Joseph Charles Plumb and Mary Losty resigned from the Board of Directors (the “Board”) of Coda
Octopus Group, Inc. (the “Company”). There were no disagreements between the Company and either of these two individuals.
(d)
On June 26, 2023, the Board elected Anthony J. Tata and Robert R. Harcourt to fill Board vacancies created by the resignation of Captain
Plumb and Ms. Losty.
Brigadier
General Anthony J. Tata (U.S. Army, Retired) has been the Chief Executive Officer of Tata Leadership Group, a consulting firm, and
the managing partner of Boundary Channel Partners since 2021. Prior thereto, he performed the duties of Undersecretary of Defense for
Policy, the number three position in the United States Department of Defense, where he implemented the National Defense Strategy and
worked closely with allies and partners to achieve strategic defense goals globally. His distinguished military career includes commands
in the 82nd Airborne and 101st Airborne Divisions and the 10th Mountain Division. His military awards
include the bronze star, combat action badge, ranger tab, master parachutist badge, and department of defense award for distinguished
public service.
From
2009 to 2015, he served as North Carolina’s Secretary of Transportation, Superintendent of Wake County Public School System (Raleigh,
NC/Research Triangle), and Chief Operating Officer of Washington, DC Public Schools. As Secretary of Transportation, he managed 72 airports,
two seaports, three railroads, 22 ferries, 88,000 miles of highway, and 100 transit systems. He was influential in changing state law
to prioritize transportation projects that reduced congestion and travel time, increased safety and multi-modal connections, and created
jobs. As superintendent of the 15th largest public education system in the country with 150,000 students, 170 schools, and
18,000 employees, Tony implemented innovative programming that led to the highest gains in low-income student proficiency and growth
in the history of the system. He serves as an advisor to The Franchise Consulting Company where he participates in multiple franchising
operations including the tech company Robot Labs.
He
is a West Point graduate with a Bachelor of Science and he holds two master’s degrees from the U.S. Army’s School of Advanced
Military Studies in operational planning and from the Catholic University of America in international relations. He was also a distinguished
national security fellow at Harvard University’s JFK School of Government.
Because
of his broad operational experience in both the military and civilian sectors, the Company believes that he is highly qualified to serve
on the Board.
Robert
R. Harcourt has been affiliated with Analysis Group and Cornerstone Research since 2018, where he provided consulting services to
attorneys as a financial accounting and auditing expert on the appropriateness of accounting matters and reporting and the adequacy of
audit procedures. From 2011 to 2016, he was an Associate Director of the Division of Registrations and Inspections at the Public Company
Accounting Oversight Board, or PCAOB. From 1967 to 2011, he worked at KPMG, including as a partner from 1978 and 2007, and as a consultant
from 2007 to 2011.
Mr.
Harcourt is a certified public accountant. He holds a BBA in Accountancy from Pace University and has completed course work at Harvard
University and Stanford University, among others. Because of Mr. Harcourt’s background in auditing, financial management and financial
reporting, the Company believes that he is highly qualified to be a member of the Board.
The
Compensation Committee of the Board has approved an increase in the quarterly Board member fee to $12,500. In addition to the cash compensation
payable to all directors, the new directors were each awarded 6,273 shares of common stock of the Company as an inducement grant. These
shares will vest on the first anniversary of their election.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
The
following exhibits are filed with this report:
| Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
Press Release |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
June 29, 2023
| |
Coda
Octopus Group, Inc. |
| |
|
|
| |
By: |
/s/
Annmarie Gayle |
| |
|
Chief
Executive Officer |
Exhibit
99.1
Coda
Octopus Group Restructures its Board of Directors and Appoints Brigadier General Anthony J. Tata (Ret.) and Robert Harcourt to its Board
of Directors
ORLANDO,
FL, June 29, 2023 - Coda Octopus Group, Inc. (“CODA” or the “Company”) (Nasdaq: CODA), a global market leader
in real-time 3D/4D/5D and 6D imaging sonar technology for real-time subsea intelligence and real time information platform diving technology,
announced the election by the Board of two new directors to fill vacancies as a result of the retirement of two directors. The Company
is pleased to announce the appointments of Brigadier General Anthony J. Tata (US Army, Retired) and Robert Harcourt to its Board.
Brigadier
General Anthony J. Tata (US Army, Retired) most recently performed the duties of Undersecretary of Defense for Policy, the number 3 position
in the United States Department of Defense, where he implemented the National Defense Strategy and worked closely with allies and partners
to achieve strategic defense goals globally.
His
distinguished military career includes commands in the 82nd Airborne and 101st Airborne Divisions and the 10th
Mountain Division, as well as many overseas operations. His military awards include the bronze star, combat action badge, ranger
tab, master parachutist badge and the department of defense award for distinguished public service. He is a West Point graduate with
a Bachelor of Science and has two master’s degrees in Operational Planning and International Relations. He was also a distinguished
national security fellow at Harvard University’s JFK School of Government and is a successful author.
Brigadier
General Tata said, “Coda Octopus’ ground breaking and unique technology for real time 3D imaging and visualization underwater
coupled with its simultaneous information platform for diving through its Diver Augmented Vision Display (DAVD) system will save lives,
provide better, safer infrastructure, and increased capabilities to governments and businesses globally. As the Company now pivots to
an ambitious growth strategy around these technologies, I am looking forward to helping Coda Octopus on its journey to becoming an even
more significant platform in bringing cutting edge patented technology not only to the commercial world but also to our military and
those of our allies.”
Mr.
Robert R Harcourt is a retired Audit and Advisory Partner of KPMG with a professional career spanning over 40 years, executing a variety
of roles at the partnership level during this time with this leading global organization, both in the USA and Europe. Mr. Harcourt has
a wide experience as an audit and advisory professional, practice manager, professional practice leader, and human resource head. He
brings to the Board a wide experience in Sarbanes-Oxley. He also worked as an associate director of the Public Company Accounting Oversight
Board (PCAOB) for several years. Mr. Harcourt has broad experience with a number of industries, including manufacturing. He completed
a BBA in Accountancy from Pace University, is a Certified Public Accountant and has completed course work at Harvard University and Stanford
University. He is also a co-author of “Supply Chain Management,” published in The CPA Journal.
Mr.
Harcourt echoed Brigadier General Tata, saying, “CODA’s technology is truly impressive, and its management impresses with
its vision and determination. The Company is in excellent condition, with world-leading products. I look forward to playing my part in
helping management execute its vision and advance the business for its stakeholders.”
Annmarie
Gayle, CODA’s Chair and CEO, said, “We are very pleased and humbled to add these exceptional individuals to our Board as
we pivot the Company to its next level of performance. We look forward to leveraging their expertise and capabilities for the benefit
of our stakeholders. At this pivotal and transformational time in the Company, where we are diverting our focus from our R&D to business
development and global brand building, we believe that this Board composition brings us additional, targeted expertise to help management
execute on its strategy for the Company.”
The
vacancies were the result of the retirement from the Board of Ms. Mary Losty and Captain Charlie Plumb (Ret) with immediate effect. Ms.
Gayle stated: “On behalf of the Company and the Board of Directors, I would like to thank both Ms. Losty and Captain Plumb for
their service and significant contributions to the Company during their tenure on the Board. We wish each of them the best in their future
endeavors.”
About
Coda Octopus Group, Inc.
The
Company, founded in 1994, innovates, develops, manufactures and markets subsea products (hardware and software) and solutions including
its flagship real-time 3D, 4D, 5D and 6D underwater imaging sonar technology, marketed under the name “Echoscope®” and
Echoscope PIPE® and its recently launched Diver Augmented Vision Display system (“CodaOctopus® DAVD”).
This sonar technology generates real-time 3D, 4D, 5D and 6D imaging data for inspection and mapping underwater and is used globally for
numerous applications including the commercial and defense underwater market. Applications for the Echoscope® technology include
complex mapping underwater, subsea intervention, subsea asset placements, offshore renewables cable installations and surveys, marine
construction, subsea infrastructure installation, mining applications, breakwater construction and monitoring, decommissioning, diving
applications and port and harbor security. The recently launched new generation of diving technology, DAVD, is expected to change the
way global diving operations are performed (both in the Defense and Commercial space) because it provides real time digital information
for use and consumption by both the divers and the dive supervisor top-side team. It is also expected to transform the way communications
are made in diving from analog audio to digital audio and to 2D and 3D visual imagery, both in textual and video format. In addition
to the Marine Products business, Coda Octopus Products Ltd., CODA’s two defense engineering services businesses are operated through
Coda Octopus Colmek and Coda Octopus Martech. For further information, please visit http://www.codaoctopusgroup.com or contact
us at coda@codaoctopusgroup.com.
Forward
Looking Statement
This
press release contains forward-looking statements concerning Coda Octopus Group, Inc. within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this document, the words “may”,
“would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”,
“estimate”, “expect” and similar expressions are intended to identify forward-looking statements. Those forward-looking
statements include, without limitation, statements regarding the Company’s expectations for the growth of the Company’s operations
and revenue. Such statements are subject to certain risks and uncertainties, and actual circumstances, events or results may differ materially
from those projected in such forward-looking statements. Factors that could cause or contribute to differences include, but are not limited
to, restrictions on our business operations due to the Pandemic, customer demand for our products and market prices; the outcome of our
ongoing research and development efforts relating to our products including our patented real time 3D solutions; our ability to develop
the sales force required to achieve our development and other examples of forward looking statement set forth in our Annual Report on
Form 10-K for the year ended October 31, 2022, filed with the Securities and Exchange Commission on January 30, 2023. Coda Octopus Group,
Inc. does not undertake, and specifically disclaims any obligation to update or revise such statements to reflect new circumstances or
unanticipated events as they occur.
Contact:
Cody
Slach or Jackie Keshner
Gateway
Group, Inc.
(949)
574-3860
CODA@Gateway-grp.com
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