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 1934For the transition period from ______________ to ______________Commission File Number 001-38154 CODA OCTOPUS GROUP, INC. (Exact name of registrant as specified in its charter) 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), 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 the 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,” “smaller 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 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 PART I – Financial Information 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 Cash Flows 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 accounting Principles of Consolidation The consolidated financial statements include the accounts of Coda Octopus Group, Inc. and its wholly owned domestic and foreignsubsidiaries (“Group”). All material intercompany transactions and balances have been eliminated in the consolidated financialstatements. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates andassumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates are used for,but not limited to, income taxes, useful lives of equipment, valuation of acquired intangibles and goodwill, stock-based compensationforfeiture rates, inventory valuation, collectability of receivables, impairment of property and equipment and operating leases. The Note 2 – REVENUE RECOGNITION The Company recognizes revenue in accordance with the Financial Accounting Standards Board’s Topic 606,Revenue from Contractswith Customers(“Topic 606”). Topic 606 has established a five-step process to determine the amount of revenue to record from contracts with customers. The fivesteps are: ●Identify the contract with the customer; ●Identify the performance obligations in the contract with customer; ●Determine the transaction price; ●Allocate the transaction price to performance obligations; and●Recognize revenue when (or as) a performance obligation is satisfied. CODA OCTOPUS GROUP, INC.Notes to the Unaudited Consolidated Financial StatementsJanuary 31, 2026 and October 31, 2025 Note 2 – REVENUE RECOGNITION (Continued) We have three business segments: ●Marine Technology Business●Acoustics Sensors and Materials Business; and Marine Technology Business (“Products Business”) The Products Business revenues are earned under written contracts with its customers. Its Business Model includes: Outright sale of underwater solutions (including hardware and software)Rental of underwater equipme