科达章鱼集团 2024年度报告

FORM 10-K ☐ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 2024 ☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 Commission file number: 001-38154 CODA OCTOPUS GROUP, INC. (Exact name of registrant as specified in its charter) 34-2008348(I.R.S. EmployerIdentification Number) Delaware(State or other jurisdiction ofincorporation or organization) 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) Securities registered under Section 12(b) of the Exchange Act:COMMON STOCK, $0.001 PAR VALUE PER SHARE Securities registered under Section 12(g) of the Exchange Act:NONE Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theAct. YesNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to besubmitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit such files). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non- accelerated filer or a smaller reporting company. Large accelerated filerNon-accelerated filerEmerging growth company Accelerated filerSmaller reporting company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive offers during the relevant recoveryperiod pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesNo ●State issuer’s revenues for its most recent fiscal year: $20,316,161●State the aggregate market value of the voting and non-voting common equity held by non-affiliatescomputed by reference to the price at which the common equity was last sold, or the average bid and askedprice of such common equity, as of April 30, 2024 representing the last business day of the registrant’smost recently completed second fiscal quarter: approximately $41,343,000.●State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latestpracticable date: 11,218,804 as of January 25, 2025. TABLE OF CONTENTS ITEM 4.MINE SAFETY DISCLOSURES21PART IIITEM 5.MARKETFOR REGISTRANT’S COMMON EQUITY,RELATED STOCKHOLDERMATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES22ITEM 6.SELECTED FINANCIAL DATA22ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS23ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK39ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA39ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTINGAND FINANCIAL DISCLOSURE39ITEM 9ACONTROLS AND PROCEDURES39ITEM 9BOTHER INFORMATION39ITEM 9C.DISCLOSUREREGARDINGFOREIGNJURISDICTIONSTHATPREVENTINSPECTIONS.39PART IIIITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE40ITEM 11.EXECUTIVE COMPENSATION45ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTAND RELATED STOCKHOLDER MATTERS47ITEM 13.CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS,AND DIRECTORINDEPENDENCE48ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES48ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES49SIGNATURES502 FORWARD-LOOKING STATEMENTS This annual report on Form 10-K (this “Annual Report”) contains forward-looking statements, which are subject tothe safe harbor provisions c