UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 10, 2025

CODA OCTOPUS GROUP, INC.

(Name of Small Business Issuer in its Charter)

Delaware

001-38154

34-2008348

(State or other jurisdiction

of incorporation or organization

(Commission

File Number)

(I.R.S. Employer

Identification Number)

3300 S Hiawassee Rd., Suite 104-105

Orlando, Florida 32835

(Address, Including Zip Code of Principal Executive Offices)

863-937-8985

(Issuer’s telephone number)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		CODA		Nasdaq

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth 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 or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 10, 2025, the Company held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the following matters were submitted to a vote of the stockholders of the Company:

		For		Against		Abstain		Withheld

1	Election of Directors

	Annmarie Gayle		6,919,337		-0-				174,456
	Michael Hamilton		6,515,638		-0-				578,155
	Robert Harcourt		6,817,481		-0-				276,312
	Gwenael Rouy-Poirier		6,816,731		-0-				277,062
	Blair Cunnigham		6,585,813		-0-				507,980

2	Ratification of Appointment of Frazier & Deeter, LLC. as the Company’s independent registered public accounting firm		7,060,865		31,348		1,580

3	Approval on an advisory basis of executive compensation		7,016,633		43,303		30,857

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 16, 2025

	Coda Octopus Group, Inc.

	By:	/s/ Annmarie Gayle
		Chief Executive Officer

Coda Octopus Group, Inc. 8-K