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 8, 2026
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 8, 2026, 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 | 6,349,996 | -0- | 51,816 | ||||||
| Michael Hamilton | 5,169,915 | -0- | 1,231,897 | ||||||
| Robert Harcourt | 5,387,582 | -0- | 1,014,230 | ||||||
| Gwenael Rouy-Poirier | 5,385,337 | -0- | 1,016,475 | ||||||
| Blair Cunnigham | 5,546,864 | -0- | 854,948 | ||||||
| Stephen Hemedes | 5,547,558 | -0- | 854,254 | ||||||
| Tal Goldhamer | 5,547,332 | -0- | 854,480 | ||||||
| 2 | Ratification of Appointment of Frazier & Deeter, LLC. as the Company’s independent registered public accounting firm | 6,380,510 | 8,855 | 12,447 | |||||
| 3 | Approval on an advisory basis of executive compensation | 6,116,270 | 188,174 | 97,368 |
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 10, 2026
| Coda Octopus Group, Inc. | ||
| By: | /s/ Annmarie Gayle | |
| Chief Executive Officer | ||