Financial Data and Key Metrics Changes - For fiscal 2022, the company recorded revenues of $22.2 million, representing a 4.2% growth compared to $21.3 million in fiscal 2021, attributed to further market penetration for Echoscope and DAVD solutions [51] - Gross profit for fiscal 2022 was $15.2 million, a 2.9% increase from $14.8 million in fiscal 2021, with a gross margin percentage of 68.3% compared to 69.2% in the prior year [53] - Net income after taxes for fiscal 2022 totaled $4.3 million, or $0.40 per basic share, down from $4.9 million or $0.46 per basic share in 2021, largely due to an increase in the effective tax rate [57] Business Line Data and Key Metrics Changes - The marine technology business recorded revenue of $14.7 million for fiscal 2022, a 7% decrease compared to $15.8 million in fiscal 2021 [82] - The marine engineering business saw revenue growth of 36%, reaching $7.5 million in fiscal 2022 compared to $5.5 million in fiscal 2021 [83] - The gross margin for the marine technology business improved slightly to 80% in fiscal 2022, while the marine engineering business gross margin improved to 45.4% from 38.6% in the prior year [84] Market Data and Key Metrics Changes - The company faced currency headwinds of approximately $1.2 million due to the strengthening of the U.S. dollar, which impacted revenue translation from foreign subsidiaries [51][82] - The company anticipates a rebound in oil and gas projects, which could positively impact future revenues [99] Company Strategy and Development Direction - The company aims to increase marine business revenue, targeting approximately $25 million in revenue for the technology business on a standalone basis over the next two to three years, compared to $14.7 million in fiscal 2022 [44] - The focus is on expanding the number of programs supplied to prime defense contractors, leveraging long-standing relationships to secure recurring revenue [30][67] - The company is shifting resources from research and development to global business development and investor relations to create shareholder value [55] Management's Comments on Operating Environment and Future Outlook - Management expressed concerns about ongoing supply chain challenges, particularly regarding semiconductor availability, which is a global issue rather than a company-specific problem [5] - The management highlighted a strong pipeline of opportunities for 2023, indicating a potential increase in rental activities and project execution as the market normalizes post-COVID [60] - The company is optimistic about the future prospects of the Echoscope PIPE and DAVD technologies, which are expected to transform underwater imaging and diving operations [89] Other Important Information - The company has approximately $22.9 million in cash on hand and no debt as of October 31, 2022, compared to $17.7 million in cash and approximately $64,000 in debt a year earlier [106] - The DAVD technology has moved from R&D to operational status, which is expected to lead to increased orders from U.S. Navy commands [49][93] Q&A Session Summary Question: What are the major challenges to growth in fiscal 2022? - Management noted that pipeline activities were high, but many opportunities were shifting into 2023, with a normalization of project execution expected [60] Question: Are defense contractors still evaluating competing technologies to Echoscope? - Management indicated that the successful sales to prime defense contractors suggest a high degree of confidence in their technology, implying that evaluation of competitors is less likely at this stage [111] Question: What are the prohibitive factors in the engineering services business? - Management acknowledged the need to return to pre-pandemic revenue levels and noted that slow visibility on broader defense programs has been a challenge [94] Question: Any updates on first quarter trends for fiscal 2023? - Management reported good traction in the level of quotations and proposals, indicating a positive outlook for the first quarter [115]

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS | --- | --- | --- | --- | --- | --- | |-------|-------------|-------|-------|-------|-------| | | FIRM | | | | F-1 | | | | | | | | | | | | | | F-2 | | | | | | | | | | INCOME FOR | THE | YEARS | ENDED | | | | | | | | F-4 | | | EQUITY FOR | THE | YEARS | ENDED | | | | | | | | F-5 | | | | | | | | | | OCTOBER 31, | 2022 | AND | 2021 | F-6 | | | | | | | | | | | | | | F-7 | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders ...

Coda Octopus Group, Inc. CODA OCTOPUS GROUP, INC. World Leader in Sound Underwater Technology Corporate Presentation September 15, 2022 Coda Octopus Group, Inc. Forward-Looking Statements | --- | --- | |-------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ...

Part I - Financial Information [Item 1: Financial Statements](index=3&type=section&id=Item%201%3A%20Financial%20Statements) The unaudited consolidated financial statements detail the company's financial position, operations, and cash flows, showing asset growth and a decline in nine-month net income [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) The balance sheet shows total assets increased to **$47.2 million** driven by cash, with stable liabilities and growing stockholders' equity Consolidated Balance Sheet Highlights (Unaudited) | Account | July 31, 2022 ($) | October 31, 2021 ($) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $21,370,920 | $17,747,656 | | Total Current Assets | $37,090,997 | $35,557,159 | | Total Assets | $47,203,976 | $45,465,419 | | **Liabilities & Equity** | | | | Total Current Liabilities | $4,309,791 | $4,258,460 | | Total Liabilities | $4,412,606 | $4,416,346 | | Total Stockholders' Equity | $42,791,370 | $41,049,073 | [Consolidated Statements of Income and Comprehensive Income](index=6&type=section&id=Consolidated%20Statements%20of%20Income%20and%20Comprehensive%20Income) Q3 2022 saw revenue and net income growth, while nine-month net income declined due to the absence of prior-year PPP loan forgiveness and a tax benefit reversal Q3 2022 vs Q3 2021 Performance (Unaudited) | Metric | Three Months Ended July 31, 2022 ($) | Three Months Ended July 31, 2021 ($) | | :--- | :--- | :--- | | Net Revenues | $6,267,409 | $5,827,375 | | Gross Profit | $4,562,644 | $4,212,409 | | Income from Operations | $2,023,713 | $1,322,822 | | Net Income | $1,768,657 | $1,521,086 | | Diluted EPS | $0.16 | $0.13 | Nine Months 2022 vs 2021 Performance (Unaudited) | Metric | Nine Months Ended July 31, 2022 ($) | Nine Months Ended July 31, 2021 ($) | | :--- | :--- | :--- | | Net Revenues | $17,090,455 | $16,250,910 | | Gross Profit | $11,754,284 | $11,276,935 | | Income from Operations | $3,869,978 | $3,548,703 | | Net Income | $3,597,208 | $4,857,863 | | Diluted EPS | $0.32 | $0.43 | [Consolidated Statements of Cash Flows](index=9&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow significantly increased to **$6.3 million**, contributing to a **$3.6 million** rise in the cash balance, ending at **$21.4 million** Cash Flow Summary for Nine Months Ended July 31 (Unaudited) | Activity | 2022 ($) | 2021 ($) | | :--- | :--- | :--- | | Net Cash Provided by Operating Activities | $6,282,523 | $3,631,489 | | Net Cash Used in Investing Activities | ($1,195,885) | ($838,626) | | Net Cash (Used in) Provided by Financing Activities | ($63,559) | $269,109 | | **Net Increase in Cash** | **$3,623,264** | **$4,025,616** | | **Cash at End of Period** | **$21,370,920** | **$19,159,905** | [Notes to Unaudited Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) The notes detail business segments, revenue recognition, and performance, highlighting COVID-19 risks, supply chain issues, and a significant increase in the effective tax rate - The company operates two distinct business units: **Marine Technology (Products)**, selling patented 3D sonar solutions like Echoscope®, and **Marine Engineering (Services)**, acting as a sub-contractor to prime defense contractors[22](index=22&type=chunk) - The company continues to face risks from the COVID-19 pandemic, including supply chain disruptions and travel restrictions impacting customer engagement and product demonstrations[87](index=87&type=chunk)[88](index=88&type=chunk)[89](index=89&type=chunk) - The effective tax rate for the nine months ended July 31, 2022, was **9.6%**, a significant increase from **(14.2%)** in the prior year, primarily due to US subsidiaries utilizing net operating loss carryforwards and becoming tax-paying entities[92](index=92&type=chunk) Revenue by Segment - Nine Months Ended July 31, 2022 | Segment | Net Revenues ($) | % of Total | | :--- | :--- | :--- | | Marine Technology (Products) | $11,319,314 | 66.2% | | Marine Engineering (Services) | $5,771,141 | 33.8% | | **Total** | **$17,090,455** | **100%** | Revenue by Geography - Nine Months Ended July 31, 2022 | Region | Net Revenues ($) | % of Total | | :--- | :--- | :--- | | Americas | $7,360,269 | 43.1% | | Europe | $3,511,455 | 20.5% | | Australia/Asia | $4,477,178 | 26.2% | | Middle East/Africa | $1,741,553 | 10.2% | | **Total** | **$17,090,455** | **100%** | [Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202%3A%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q3 2022 revenue and operating income growth, highlighting challenges from supply chain disruptions, inflation, and currency effects, while affirming strong liquidity [Factors Affecting our Business](index=28&type=section&id=Factors%20Affecting%20our%20Business) The company faces significant operational challenges including severe supply chain disruptions, high inflation, adverse currency translation from a strong USD, and skilled personnel shortages - The company faces significant supply chain challenges, including high component unavailability, lead times of **six months to a year**, and price increases exceeding **100%**, particularly impacting the Services Business[108](index=108&type=chunk)[109](index=109&type=chunk) - High inflation in key operating countries (US: **8.5%**, UK: **10.1%**) is increasing operational costs and wage pressures[112](index=112&type=chunk)[113](index=113&type=chunk) - The strengthening U.S. dollar negatively impacts foreign subsidiary results, with the British Pound falling **11.8%** and the Euro falling **12.6%** against the USD in Q3 2022[114](index=114&type=chunk) - The company is experiencing skill shortages in critical areas such as sales, marketing, and software development, exacerbated by inflationary wage pressures[115](index=115&type=chunk) [Results of Operations](index=32&type=section&id=Results%20of%20Operations) Q3 2022 saw revenue and operating income growth, while nine-month net income declined due to the absence of prior-year PPP loan forgiveness and a tax benefit reversal, compounded by foreign currency translation losses Q3 2022 vs Q3 2021 Revenue by Segment | Segment | Q3 2022 Revenue ($) | Q3 2021 Revenue ($) | % Change | | :--- | :--- | :--- | :--- | | Products Business | $4,004,557 | $3,845,051 | +4.1% | | Services Business | $2,262,852 | $1,982,324 | +14.2% | | **Total** | **$6,267,409** | **$5,827,375** | **+7.6%** | - Q3 2022 operating income increased by **53%** to **$2.0 million**, driven by **7.6%** revenue growth and a **12.1%** decrease in total operating expenses[158](index=158&type=chunk) Nine Months 2022 vs 2021 Revenue by Segment | Segment | 9M 2022 Revenue ($) | 9M 2021 Revenue ($) | % Change | | :--- | :--- | :--- | :--- | | Products Business | $11,319,314 | $11,777,739 | -3.9% | | Services Business | $5,771,141 | $4,473,171 | +29.0% | | **Total** | **$17,090,455** | **$16,250,910** | **+5.2%** | - Nine-month net income fell by **26.0%** YoY, primarily due to a prior-year **$649k** PPP loan forgiveness benefit and a **$603k** tax benefit, contrasting with a **$384k** tax expense in the current period[188](index=188&type=chunk) - Comprehensive income for the nine-month period was significantly impacted by a foreign currency translation loss of **$2.8 million**, compared to a gain of **$964k** in the prior year, due to the strengthening USD[189](index=189&type=chunk) [Liquidity and Capital Resources](index=42&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains a strong liquidity position with **$32.8 million** in working capital and **$21.4 million** in cash, supported by **$6.3 million** in operating cash flow and an undrawn **$4.0 million** credit line - The company has working capital of **$32.8 million** and cash of **$21.4 million** as of July 31, 2022[119](index=119&type=chunk)[190](index=190&type=chunk) - The company has an undrawn **$4.0 million** revolving line of credit available until November 2022[192](index=192&type=chunk) - The company's **$8.0 million** term loan with HSBC was fully satisfied on December 28, 2021[191](index=191&type=chunk) [Item 3: Quantitative and Qualitative Disclosures about Market Risks](index=43&type=section&id=Item%203%3A%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risks) This disclosure is not required for smaller reporting companies - Disclosure is not required for smaller reporting companies[200](index=200&type=chunk) [Item 4: Controls and Procedures](index=43&type=section&id=Item%204%3A%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of July 31, 2022, with no material changes to internal controls over financial reporting - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of July 31, 2022[202](index=202&type=chunk) - No material changes to internal controls over financial reporting occurred during the reporting period[204](index=204&type=chunk) Part II - Other Information [Item 1: Legal Proceedings](index=45&type=section&id=Item%201%3A%20Legal%20Proceedings) The company is not aware of any legal proceedings expected to have a material adverse effect on its business, financial condition, or operating results - The company is not aware of any legal proceedings expected to have a material adverse effect on its business[206](index=206&type=chunk) [Item 1A: Risk Factors](index=45&type=section&id=Item%201A%3A%20Risk%20Factors) This disclosure is not required for smaller reporting companies - Disclosure is not required for smaller reporting companies[207](index=207&type=chunk) [Item 2: Unregistered Sales of Equity Securities and Use of Proceeds](index=45&type=section&id=Item%202%3A%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - None reported[207](index=207&type=chunk) [Item 6: Exhibits](index=45&type=section&id=Item%206%3A%20Exhibits) The report lists filed exhibits, including CEO/CFO certifications and Inline XBRL documents - Exhibits filed include CEO and CFO certifications and Inline XBRL data files[210](index=210&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 April 30, 2022 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) Delaware 34- ...

PART I - Financial Information [Financial Statements](index=3&type=section&id=Item%201%3A%20Financial%20Statements) Unaudited consolidated financial statements for Coda Octopus Group, Inc. highlight 15.6% revenue growth and $1.2 million net income for Q1 2022 [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) As of January 31, 2022, total assets were $45.4M, cash $20.7M, liabilities $2.6M, and equity $42.8M Consolidated Balance Sheet Highlights (Unaudited) | Balance Sheet Items | Jan 31, 2022 ($) | Oct 31, 2021 ($) | Change (%) | | :--- | :--- | :--- | :--- | | **Assets** | | | | | Cash | 20,711,228 | 17,747,656 | 16.7% | | Accounts Receivable, net | 1,535,682 | 4,207,996 | -63.5% | | Inventory | 11,159,798 | 10,691,177 | 4.4% | | Total Current Assets | 34,774,038 | 35,557,159 | -2.2% | | Total Assets | 45,399,231 | 45,465,419 | -0.1% | | **Liabilities & Equity** | | | | | Accounts Payable | 319,605 | 1,454,611 | -78.0% | | Total Current Liabilities | 2,413,409 | 4,258,460 | -43.3% | | Total Liabilities | 2,566,585 | 4,416,346 | -41.9% | | Total Stockholders' Equity | 42,832,646 | 41,049,073 | 4.3% | [Consolidated Statements of Income and Comprehensive Income](index=5&type=section&id=Consolidated%20Statements%20of%20Income%20and%20Comprehensive%20Income) Q1 2022 net revenues increased 15.6% to $5.84M, gross profit grew 25.5%, and net income rose 7.8% Consolidated Income Statement Highlights (Unaudited) | Income Statement Items | Three Months Ended Jan 31, 2022 ($) | Three Months Ended Jan 31, 2021 ($) | Change (%) | | :--- | :--- | :--- | :--- | | Net Revenues | 5,838,208 | 5,050,459 | 15.6% | | Gross Profit | 4,159,934 | 3,314,922 | 25.5% | | Income from Operations | 1,375,932 | 918,417 | 49.8% | | Net Income | 1,217,248 | 1,128,844 | 7.8% | | Diluted EPS | 0.11 | 0.10 | 10.0% | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Q1 2022 operating cash flow was $3.46M, investing used $1.0M, and cash increased to $20.71M Consolidated Cash Flow Highlights (Unaudited) | Cash Flow Items | Three Months Ended Jan 31, 2022 ($) | Three Months Ended Jan 31, 2021 ($) | | :--- | :--- | :--- | | Net Cash Provided by Operating Activities | 3,461,499 | 29,714 | | Net Cash Used in Investing Activities | (1,001,964) | (409,144) | | Net Cash (Used in) Provided by Financing Activities | (63,559) | 401,403 | | Net Increase in Cash | 2,963,572 | 947,586 | | Cash at End of Period | 20,711,228 | 16,081,875 | [Notes to Unaudited Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) Notes detail business segments, accounting policies, revenue disaggregation, and COVID-19 pandemic impacts - The company operates two distinct business units: **Marine Technology (Products)**, selling proprietary solutions like Echoscope® sonar and DAVD, and **Marine Engineering (Services)**, acting as a sub-contractor to prime defense contractors[16](index=16&type=chunk) Revenue by Segment (Q1 2022 vs Q1 2021) | Segment | Q1 2022 Revenue ($) | Q1 2021 Revenue ($) | Change (%) | | :--- | :--- | :--- | :--- | | Marine Technology (Products) | 3,823,748 | 3,748,279 | 2.0% | | Marine Engineering (Services) | 2,014,460 | 1,302,180 | 54.7% | | **Total** | **5,838,208** | **5,050,459** | **15.6%** | Revenue by Geography (Q1 2022) | Primary Geographical Markets | Revenue ($) | % of Total | | :--- | :--- | :--- | | Americas | 3,261,950 | 55.9% | | Europe | 1,301,194 | 22.3% | | Australia/Asia | 815,084 | 14.0% | | Middle East/Africa | 459,980 | 7.9% | | **Total** | **5,838,208** | **100.0%** | - The **COVID-19 pandemic** continues to impact business through travel restrictions for customer demonstrations, supply chain disruptions, and workforce challenges, affecting demand and costs[62](index=62&type=chunk)[65](index=65&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202%3A%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2022 performance, highlighting 15.6% revenue growth, key pillars, challenges, and strong liquidity [General Overview and Key Growth Pillars](index=20&type=section&id=General%20Overview%20and%20Key%20Growth%20Pillars) Company growth is driven by Marine Technology and Engineering segments, with Echoscope® sonar and DAVD as key pillars - The company's growth is primarily driven by its **volumetric real-time imaging sonar technology** and the **Diver Augmented Vision Display (DAVD)**[76](index=76&type=chunk) - The **Echoscope PIPE®** is highlighted as the only technology capable of generating multiple real-time 3D/4D/5D/6D acoustic images, providing a competitive advantage[77](index=77&type=chunk) - The **DAVD system**, licensed from the U.S. Navy, is poised to radically change diving operations by improving safety and efficiency, especially in zero-visibility conditions[79](index=79&type=chunk) [Factors Affecting our Business](index=21&type=section&id=Factors%20Affecting%20our%20Business) Business affected by COVID-19 travel restrictions, supply chain challenges, and skilled personnel shortages - The **COVID-19 pandemic** continues to disrupt operations, with severe travel restrictions in key Asian markets hindering in-person customer visits and product demonstrations[83](index=83&type=chunk) - The company is significantly impacted by increasing **unavailability and price hikes of critical components**, likely affecting realizable margins[84](index=84&type=chunk) - A **shortage of skilled workers**, especially in sales and marketing, and fierce competition for talent are increasing wage and salary costs[85](index=85&type=chunk) [Consolidated Results of Operations](index=24&type=section&id=Consolidated%20Results%20of%20Operations) Q1 2022 consolidated revenues increased 15.6%, gross margin improved, and operating income grew 49.8% Q1 2022 vs Q1 2021 Performance | Metric | Q1 2022 ($) | Q1 2021 ($) | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenues | 5,838,208 | 5,050,459 | 15.6% | | Gross Profit | 4,159,934 | 3,314,922 | 25.5% | | R&D Expenses | 672,890 | 583,139 | 15.4% | | SG&A Expenses | 2,111,112 | 1,813,366 | 16.4% | | Operating Income | 1,375,932 | 918,417 | 49.8% | | Net Income | 1,217,248 | 1,128,844 | 7.8% | - The **Products Business** saw a **2% revenue increase**, driven by an **88.6% growth in equipment rentals** and **135.2% in services**, despite a **29.9% fall in equipment sales**, contributing to higher gross margins[108](index=108&type=chunk) - The **Services Business revenue grew by 54.7%**, achieving a net income before taxes of **$179,733**, a significant turnaround from a prior-year loss[102](index=102&type=chunk) [Liquidity and Capital Resources](index=28&type=section&id=Liquidity%20and%20Capital%20Resources) As of January 31, 2022, the company maintains strong liquidity with $20.7M cash and no significant debt - The company has a strong liquidity position with **$20,711,228 in cash** and **$32,360,629 in working capital** as of January 31, 2022[122](index=122&type=chunk) - An **$8,000,000 loan with HSBC Bank NA was paid in full** in December 2021, satisfying all obligations[124](index=124&type=chunk) - A **$4,000,000 revolving line of credit** with HSBC NA remains available, with a **$0 outstanding balance** as of January 31, 2022[123](index=123&type=chunk) [Quantitative and Qualitative Disclosures about Market Risks](index=28&type=section&id=Item%203%3A%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risks) This disclosure is not required for smaller reporting companies - Not required for smaller reporting companies[132](index=132&type=chunk) [Controls and Procedures](index=28&type=section&id=Item%204%3A%20Controls%20and%20Procedures) Management concluded disclosure controls were effective as of January 31, 2022, with no material internal control changes - Based on an evaluation as of January 31, 2022, the CEO and CFO concluded that the Company's **disclosure controls and procedures were effective**[136](index=136&type=chunk) - There were **no material changes in internal controls** over financial reporting during the quarter[137](index=137&type=chunk) PART II - Other Information [Legal Proceedings](index=29&type=section&id=Item%201%3A%20Legal%20Proceedings) The company is not aware of any legal proceedings expected to have a material adverse effect on its business - The company is not currently aware of any legal proceedings expected to have a **material adverse effect** on its business[138](index=138&type=chunk) [Risk Factors](index=29&type=section&id=Item%201A%3A%20Risk%20Factors) This disclosure is not required for smaller reporting companies - Not required for smaller reporting companies[139](index=139&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=29&type=section&id=Item%202%3A%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities were reported during the period - None reported[139](index=139&type=chunk) [Exhibits](index=29&type=section&id=Item%206%3A%20Exhibits) This section lists exhibits filed with the report, including CEO/CFO certifications and Inline XBRL - Exhibits filed include **CEO and CFO certifications** (Rule 13a-14(a) and Section 906 of Sarbanes-Oxley Act) and various **Inline XBRL documents**[142](index=142&type=chunk)

Part I [Business](index=5&type=section&id=ITEM%201.%20BUSINESS) The company operates two segments: Marine Technology (Products) for proprietary imaging sonars and DAVD, and Marine Engineering (Services) for defense sub-assemblies - The company operates two distinct businesses: the Marine Technology Business (Products Segment) and the Marine Engineering Business (Services Segment)[11](index=11&type=chunk) - The Marine Technology Business focuses on proprietary real-time volumetric imaging sonar (Echoscope®) and diving technology (DAVD), targeting commercial and defense underwater markets[12](index=12&type=chunk)[13](index=13&type=chunk) - The Marine Engineering Business serves as a sub-contractor to prime defense contractors like Raytheon and Northrop Grumman, designing and manufacturing mission-critical sub-assemblies, which provides a recurring revenue stream[14](index=14&type=chunk) - The company's key growth pillars are its volumetric real-time imaging sonar technology and the Diver Augmented Vision Display (DAVD)[18](index=18&type=chunk) [Marine Technology Business (Products Segment)](index=8&type=section&id=Marine%20Technology%20Business%20%28Products%20Segment%29) This segment develops and sells proprietary subsea solutions, including Echoscope® real-time imaging sonars and the DAVD system - The segment's core products are its real-time 3D/4D/5D/6D imaging sonars, which are unique in their ability to inspect and monitor moving underwater objects in real-time, even in zero visibility conditions[19](index=19&type=chunk)[39](index=39&type=chunk) - The company has introduced the world's first 5D and 6D series of volumetric imaging sonars, marketed as Echoscope PIPE®, which can process up to **40 million data points per ping** compared to **16,386** in the previous generation[45](index=45&type=chunk)[46](index=46&type=chunk)[50](index=50&type=chunk) - The Diver Augmented Vision Display (DAVD) system integrates a transparent head-up display (HUD) into diving helmets, providing divers with real-time data, sonar imagery, and enhanced communication, radically improving safety and efficiency[52](index=52&type=chunk)[53](index=53&type=chunk)[56](index=56&type=chunk) - The company has developed a new generation of sonar software, "4G USE", which is a multi-sensor platform that integrates sonar, positioning, camera, and other data sources[61](index=61&type=chunk) [Marine Engineering Businesses (Services Segment)](index=15&type=section&id=Marine%20Engineering%20Businesses%20%28Services%20Segment%29) This segment provides engineered sub-assembly solutions to prime defense contractors, securing long-term, sole-supplier status - The segment operates as a sub-contractor to prime defense contractors, providing bespoke design and manufacturing services for mission-critical systems[80](index=80&type=chunk)[83](index=83&type=chunk) - The business model ensures recurring revenue by becoming the sole-source supplier for parts designed for long-life defense programs, such as Raytheon's CIWS and Northrop Grumman's Mine Hunting Systems[81](index=81&type=chunk)[86](index=86&type=chunk) - Colmek acquired and develops the Thermite® line of rugged visual mission computers, which are designed for harsh environments and used in applications like robotic control, sensor processing, and as the "Diver Processing Pack" for the DAVD system[87](index=87&type=chunk)[88](index=88&type=chunk)[90](index=90&type=chunk) [Competition](index=17&type=section&id=Competition) The company faces fragmented competition in GEO and Motion Products, but has no direct competitors for its unique real-time volumetric sonar - In the field of real-time 3D/4D/5D/6D imaging, the company is unaware of other companies offering a similar product capable of imaging moving targets underwater in real-time[95](index=95&type=chunk) - Major competitors in the broader subsea imaging and positioning markets include large, well-capitalized companies such as Teledyne Technologies, Kongsberg Gruppen, and iXblue[94](index=94&type=chunk)[95](index=95&type=chunk) - The Marine Engineering business competes with larger defense contractors like Ultra Electronics, BAE Systems, and Thales, and also with the in-house capabilities of its own prime contractor clients[98](index=98&type=chunk) [Intellectual Property](index=19&type=section&id=Intellectual%20Property) The company's growth relies on its intellectual property, including patents for 5D/6D sonar and subsea cable laying Key U.S. Patents | Patent No. | Description | Expiration Date | | :--- | :--- | :--- | | US 10,718,865 | Concerns a method of compressing beamforming sonar data (related to 5D sonar) | March 1, 2039 | | US 10,816,652 | Concerns a method of compressing sonar data | October 28, 2038 | | US 11,061,136 | Concerns a method of tracking unknown possible objects with sonar | March 28, 2039 | | US 11204108 | Concerns a method of predicting and adjusting the laying of cable | March 22, 2039 | - The company holds numerous registered trademarks, including CodaOctopus®, Echoscope®, Echoscope PIPE®, and Thermite®[103](index=103&type=chunk) [Research and Development](index=20&type=section&id=Research%20and%20Development) R&D is central to the company's strategy, with spending decreasing by **6.5%** in FY2021 and expected to remain stable in FY2022 R&D Expenditure (FY 2021 vs. FY 2020) | Fiscal Year | R&D Spend | Change YoY | | :--- | :--- | :--- | | 2021 | $2,982,676 | -6.5% | | 2020 | $3,188,389 | N/A | [Properties](index=22&type=section&id=ITEM%202.%20PROPERTIES) The company owns primary operational facilities in Orlando, Salt Lake City, and Edinburgh, leasing premises in Copenhagen to mitigate Brexit impacts - The company owns its primary facilities in Orlando, FL, Salt Lake City, UT, and Edinburgh, Scotland[116](index=116&type=chunk)[117](index=117&type=chunk)[118](index=118&type=chunk) - A Danish subsidiary and leased premises in Copenhagen were established to mitigate the business impacts of the UK's withdrawal from the European Union[119](index=119&type=chunk) [Legal Proceedings](index=22&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) The company is not currently involved in any legal proceedings expected to materially adversely affect its business or financial condition - The company is not currently involved in any material legal proceedings[123](index=123&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=23&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT%27S%20COMMON%20EQUITY%2C%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) The company's common stock trades on Nasdaq under "CODA", with no cash dividends declared as earnings are retained for business expansion - The company's common stock has traded on the Nasdaq Capital Market under the symbol "CODA" since **July 19, 2017**[128](index=128&type=chunk) - No cash dividends have been declared or paid, and the company intends to retain future earnings for business expansion[129](index=129&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=ITEM%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) FY2021 revenue increased **6.4%** to **$21.3 million**, driven by **40.1%** Products growth, with gross margin at **69.2%** and net income up **48.0%** [Factors Affecting our Business](index=25&type=section&id=Factors%20Affecting%20our%20Business) The business faces challenges from Brexit, COVID-19, export restrictions to China, supply chain disruptions, and a shortage of skilled personnel - The UK's withdrawal from the EU (Brexit) has adversely impacted business by subjecting shipments to customs, increasing costs, and making it more difficult to deploy engineers for training and support[141](index=141&type=chunk)[143](index=143&type=chunk)[144](index=144&type=chunk) - The COVID-19 pandemic has continued to hamper business development by preventing in-person customer visits and on-water demonstrations, which are crucial for promoting complex products like Echoscope PIPE® and DAVD[150](index=150&type=chunk)[151](index=151&type=chunk) - US and UK government policies restricting technology exports to China are likely to have a significant negative impact on revenues and growth, as China is a key market for offshore renewables[172](index=172&type=chunk)[174](index=174&type=chunk)[177](index=177&type=chunk) - The company is facing extreme lead times (up to **99 weeks**) and price increases for semiconductor components, which may affect gross margins and the ability to fulfill orders[179](index=179&type=chunk) - An extreme shortage of personnel with key skills, such as electronics and software development, is impacting the business, compounded by significant global increases in salaries[183](index=183&type=chunk)[184](index=184&type=chunk) [Fiscal Year 2021 Consolidated Results of Operations](index=34&type=section&id=Fiscal%20Year%202021%20Consolidated%20Results%20of%20Operations) FY2021 consolidated revenue grew **6.4%** to **$21.3 million**, driven by **40.1%** Products segment growth, with gross margin at **69.2%** and net income up **48.0%** Consolidated Financial Performance (FY 2021 vs. FY 2020) | Metric | FY 2021 | FY 2020 | % Change | | :--- | :--- | :--- | :--- | | Revenue | $21,331,527 | $20,043,810 | +6.4% | | Gross Profit | $14,769,718 | $12,729,448 | +16.0% | | Gross Margin | 69.2% | 63.5% | +5.7 pts | | Operating Income | $3,871,467 | $2,803,765 | +38.1% | | Net Income | $4,947,765 | $3,343,585 | +48.0% | Segment Revenue Performance (FY 2021 vs. FY 2020) | Segment | FY 2021 Revenue | FY 2020 Revenue | % Change | | :--- | :--- | :--- | :--- | | Products Business | $15,804,222 | $11,278,181 | +40.1% | | Services Business | $5,527,305 | $8,765,629 | -36.9% | - The increase in gross margin was primarily due to a higher percentage of consolidated sales from the Marine Technology Business, which yields a higher margin than the Services Business[217](index=217&type=chunk) - Selling, General and Administrative (SG&A) expenses increased by **17.5%** to **$7.9 million**, driven by higher stock-based compensation, increased professional fees, and reduced pandemic-related government contributions compared to the prior year[230](index=230&type=chunk) - Other Income increased significantly to **$1.44 million**, primarily due to receiving **$648,872** from the Paycheck Protection Program (PPP) and **$701,568** in Employee Retention Credits (ERC)[238](index=238&type=chunk)[239](index=239&type=chunk)[240](index=240&type=chunk) [Liquidity and Capital Resources](index=46&type=section&id=Liquidity%20and%20Capital%20Resources) As of October 31, 2021, the company maintained strong liquidity with **$17.75 million** in cash, **$31.3 million** in working capital, and **$3.27 million** in operating cash flow Key Liquidity Metrics (as of Oct 31, 2021) | Metric | Amount | | :--- | :--- | | Cash and Cash Equivalents | $17,747,656 | | Working Capital | $31,310,563 | | Stockholders' Equity | $41,049,073 | | Cash Flow from Operations (FY21) | $3,269,770 | - The company has access to an undrawn **$4 million** revolving line of credit from HSBC NA, which was renewed through **November 2022**[261](index=261&type=chunk) - The remaining balance of a secured promissory note with HSBC NA was **$63,559** as of year-end and was fully repaid by the end of the **2021** calendar year[268](index=268&type=chunk)[269](index=269&type=chunk) [Financial Statements and Supplementary Data](index=49&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) This section presents the company's audited consolidated financial statements for FY2021 and FY2020, including balance sheets, income statements, cash flow statements, and notes [Notes to Consolidated Financial Statements](index=72&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) These notes detail accounting policies, financial results, revenue recognition, segment analysis, capital stock, income taxes, and government COVID-19 relief programs - Goodwill of **$3.38 million** was tested for impairment as of **October 31**, and no impairment was recorded[462](index=462&type=chunk)[463](index=463&type=chunk) - In FY 2021, one customer accounted for **12%** of net revenues (**$2.48 million**)[497](index=497&type=chunk)[498](index=498&type=chunk) - In FY 2020, one customer accounted for **21%** of net revenues (**$4.27 million**)[497](index=497&type=chunk)[498](index=498&type=chunk) Revenue by Geography (FY 2021) | Region | Revenue | % of Total | | :--- | :--- | :--- | | Europe | $8,961,720 | 42.0% | | Australia/Asia | $5,867,710 | 27.5% | | Americas | $5,623,364 | 26.4% | | Middle East/Africa | $878,733 | 4.1% | - The company received and recognized as income **$648,872** from the Paycheck Protection Program (PPP) in FY2021, which has been forgiven[484](index=484&type=chunk)[530](index=530&type=chunk) - It also recognized **$701,568** in Employee Retention Credits[484](index=484&type=chunk)[530](index=530&type=chunk) [Controls and Procedures](index=49&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls and internal control over financial reporting were effective as of October 31, 2021 - Management concluded that the company's disclosure controls and procedures were effective as of **October 31, 2021**[284](index=284&type=chunk) - Management concluded that the company's internal control over financial reporting was effective as of **October 31, 2021**, based on the **COSO 2013** framework[286](index=286&type=chunk) Part III [Directors, Executive Officers, and Corporate Governance](index=50&type=section&id=ITEM%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%2C%20AND%20CORPORATE%20GOVERNANCE) This section details the company's leadership, including CEO Annmarie Gayle, the five-member Board with four independent directors, and its three independent committees - The executive team includes Annmarie Gayle (CEO & Chairman), Michael Midgley (CFO), Kevin Kane (CEO of Colmek), and Blair Cunningham (President of Technology)[291](index=291&type=chunk) - The Board of Directors has determined that all directors are independent except for CEO and Chairman Annmarie Gayle[304](index=304&type=chunk) - The Board has an Audit Committee, a Compensation Committee, and a Nominating Committee, all composed of independent directors[305](index=305&type=chunk) [Executive Compensation](index=57&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) FY2021 executive compensation included **$405,000** for CEO Annmarie Gayle, **$236,879** for CFO, and **$260,417** for President of Technology Executive Compensation Summary (FY 2021) | Name and Principal Position | Salary ($) | Bonus ($) | Restricted Stock Awards ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | | Annmarie Gayle, CEO | 305,000 | 100,000 | 0 | 405,000 | | Michael Midgley, CFO | 193,846 | 0 | 26,400 | 236,879 | | Blair Cunningham, President of Technology | 213,160 | 0 | 26,400 | 260,417 | - Each non-employee director (Michael Hamilton, Captain J Charles Plumb, Mary Losty, Tyler G Runnels) received **$40,000** in fees for their service in FY 2021[340](index=340&type=chunk) - The company has two active stock incentive plans, the **2017 Plan** and the **2021 Plan**, with **238,112** and **1,000,000** shares available for future issue, respectively, as of **October 31, 2021**[341](index=341&type=chunk)[345](index=345&type=chunk)[347](index=347&type=chunk) [Security Ownership of Certain Beneficial Owners and Management](index=60&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT) As of January 31, 2022, directors and executive officers collectively owned **33.0%** of common stock, with CEO Annmarie Gayle holding **21.2%** Beneficial Ownership >5% (as of Jan 31, 2022) | Name of Beneficial Owner | Percent of Common Stock | | :--- | :--- | | Annmarie Gayle (CEO) | 21.2% | | Niels Sondergaard | 20.6% | | J. Steven Emerson | 10.8% | | G. Tyler Runnels (Director) | 10.4% | | Bryan Ezralow | 9.9% | | Tocqueville Asset Management LP | 5.0% | - All directors and executive officers as a group beneficially own **33.0%** of the company's common stock[356](index=356&type=chunk) [Principal Accountant Fees and Services](index=62&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20SERVICES) Frazier & Deeter, LLC billed **$247,118** for audit and audit-related services in FY2021 and **$212,369** in FY2020 Audit Fees (Frazier & Deeter, LLC) | Fiscal Year | Audit Fees Billed | | :--- | :--- | | 2021 | $247,118 | | 2020 | $212,369 |

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 July 31, 2021 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) Delaware 34-2 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2021 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) Delaware ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2021 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) Delawa ...