
FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2026 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission File Number 001-38154 CODA OCTOPUS GROUP, INC.(Exact name of registrant as specified in its charter) Delaware34-2008348(State or other jurisdiction ofIncorporation or organization)(I.R.S. EmployerIdentification Number)3300 S Hiawassee Rd, Suite 104-105,Orlando, Florida32835(Address of principal executive offices)(Zip Code)Registrant’s telephone number, including area code:(407) 735 2406 Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon StockCODANasdaq Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The number of shares outstanding of issuer’s common stock, $0.001 par value as of March 15, 2026 is 11,276,152. INDEX PagePART I – Financial Information3Item 1: Financial Statements3Consolidated Balance Sheets as of January 31, 2026 (Unaudited) and October 31, 20253Consolidated Statements of Income and Comprehensive Income for the Three Months Ended January 31, 2026 and 2025(Unaudited)5Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended January 31, 2026 and 2025(Unaudited)6Consolidated Statements of Cash Flows for the Three Months Ended January 31, 2026 and 2025 (Unaudited)7Notes to Unaudited Consolidated Financial Statements8Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations22Item 3: Quantitative and Qualitative Disclosures about Market Risks29Item 4: Controls and Procedures29PART II – Other Information30Item 1: Legal Proceedings30Item 1A: Risk Factors30Item 2: Unregistered Sales of Equity Securities and Use of Proceeds30Item 3: Default Upon Senior Securities30Item 4: Mine Safety Disclosures30Item 5: Other Information30Item 6: Exhibits30Signatures312 CODA OCTOPUS GROUP, INC.Consolidated Balance SheetsJanuary 31, 2026 and October 31, 2025 CODA OCTOPUS GROUP, INC.Consolidated Balance Sheets (Continued)January 31, 2026 and October 31, 2025 CODA OCTOPUS GROUP, INC.Consolidated Statements of Income and Comprehensive Income(Unaudited) CODA OCTOPUS GROUP, INC.Notes to the Unaudited Consolidated Financial StatementsJanuary 31, 2026 and October 31, 2025 Note 1 – ACCOUNTING POLICIES AND SUPPLEMENTAL DISCLOSURES We have prepared the accompanying consolidated financial statements pursuant to the rules and regulations of the Securities andExchange Commission (“SEC”) for interim financial reporting. These consolidated financial statements are unaudited and, in ouropinion, include all material adjustments consisting of normal recurring adjustments and accruals necessary for a fair presentation ofour consolidated cash flows, operating results, and balance sheets for the period presented. Operating results for the periods presentedare not necessarily indicative of the results that may be expected for fiscal year 2026 due to seasonal, world events and other factors.Certain information and footnote disclosures normally included in financial statements prepared in accordance with accountingprinciples generally accepted in the United States (“GAAP”) have been omitted in accordance with the rules and regulations of theU.S. Securities Exchange Commission (“SEC”). These consolidated financial statem