UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(a) Gayle Jardine, Interim Chief Financial Officer of Coda Octopus Group, Inc. (the “Company”), will retire from her position effective August 3, 2026. As a result of her retirement, the Company will appoint a new Chief Financial Officer.
(b) On July 1, 2026, the Company finalized the appointment of Mark Kelly to be the Chief Financial Officer, effective August 3, 2026, subject to a three-month probationary period which, at the discretion of the Company, may be extended by an additional two months.
(c) From 2024 until 2025, Mr. Kelly was Finance Director at Medac Pharma, a UK-based pharmaceutical sales company. From 2022 to 2024, he was the Head of Glasgow Finance at Chubb Insurance. From 2021 to 2022, he was a Finance Director at Twist Bioscience Corp., a manufacturer of synthetic DNA for various industries, from life sciences research to data storage technology. He was also a Senior Finance Director and European Controller at Charles River Laboratories, a company that supports the Life Sciences industry with contract research capabilities, from 2016 to 2021.
Mr. Kelly qualified in 1996 as a Chartered Accountant through the Institute of Chartered Accountants of Scotland. He earned a BA Honours in Accounting and Finance from the University of Strathclyde, Glasgow, Scotland.
Mr. Kelly will be paid an annual base salary of £165,000 (or approximately $218,625, using an exchange rate of $1.325). He may be granted annual bonuses at the discretion of the Company. He will also receive a restricted stock grant valued at $40,000 that will vest in two equal annual installments commencing October 31, 2027. Vesting is further subject to certain performance milestones.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed with this report:
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: July 6, 2026 | ||
| Coda Octopus Group, Inc. | ||
| By: | /s/ Annmarie Gayle | |
| Chief Executive Officer | ||
Cover |
Jul. 01, 2026 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jul. 01, 2026 |
| Entity File Number | 001-38154 |
| Entity Registrant Name | CODA OCTOPUS GROUP, INC. |
| Entity Central Index Key | 0001334325 |
| Entity Tax Identification Number | 34-2008348 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 3300 S Hiawassee Rd. |
| Entity Address, Address Line Two | Suite 104-105 |
| Entity Address, City or Town | Orlando |
| Entity Address, State or Province | FL |
| Entity Address, Postal Zip Code | 32835 |
| City Area Code | 407 |
| Local Phone Number | 735-2406 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock |
| Trading Symbol | CODA |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |