科达章鱼集团 2025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, 2025 ☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-38154 CODA OCTOPUS GROUP, INC.(Exact name of registrant as specified in its charter) (State or other jurisdiction ofincorporation or organization) (I.R.S. EmployerIdentification 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) 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. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe 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 forthe past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ ●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 filer☐Non-accelerated filer☒Emerging growth company☐ Accelerated filer☐Smaller reporting company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant’s executive offers during the relevant recovery period 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). Yes☐No☒ ●State issuer’s revenues for its most recent fiscal year: $26,563,126●State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which thecommon equity was last sold, or the average bid and asked price of such common equity, as of April 30, 2025 representing the last business day of theregistrant’s most recently completed second fiscal quarter: approximately $37,100,000.●State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date 11,270,575 as of January 25,2026. TABLE OF CONTENTS PART IITEM 1.BUSINESS4ITEM 1A.RISK FACTORS20ITEM 1B.UNRESOLVED STAFF COMMENTS20ITEM 1C.CYBERSECURITY21ITEM 2.PROPERTIES22ITEM 3.LEGAL PROCEEDINGS22ITEM 4.MINE SAFETY DISCLOSURES22PART IIITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OFEQUITY SECURITIES23ITEM 6.SELECTED FINANCIAL DATA23ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS24ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK42ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA42ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE42ITEM 9ACONTROLS AND PROCEDURES42ITEM 9BOTHER INFORMATION42ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.42PART IIIITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE43ITEM 11.EXECUTIVE COMPENSATION48ITEM 12.SECURITY OWNERSHIP OFCERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERMATTERS50ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE51ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES51ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES52SIGNATURES532 FORWAR