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Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): August 30, 2023



(Name of Small Business Issuer in its Charter)


Delaware   001-38154   34-2008348

(State or other jurisdiction

of incorporation or organization



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)



(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







Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


(b) Effective November 27, 2023 (the “Effective Date”), Gayle Jardine will step down from her position as Interim Chief Financial Officer of Coda Octopus Group, Inc. (the “Company”), in connection with the appointment of a new Chief Financial Officer as disclosed below.


(c) On August 30, 2023, the Company appointed John Price to be the Company’s Chief Financial Officer effective as of the Effective Date.


Mr. Price has over 25 years of experience in accounting, financial planning and analysis, and business process improvement. He is also highly experienced in capital raise and debt financing, M&A, accounting operations, compliance, and system implementations. Mr. Price’s prior positions include serving as Chief Financial Officer of Assure Holdings Corp. (since November 2020), Chief Accountant of National Beverage (December 2019 to November 2020), Chief Financial Officer and President at Alliance MMA (August 2016 to October 2019), and Chief Financial Officer at MusclePharm (March 2015 to August 2016) and in various accounting and finance roles in high growth technology companies in the Silicon Valley. Mr. Price spent the first seven years of his career at Ernst & Young (October 1995 to July 2003). Mr. Price earned a Bachelor of Science in Accounting from Pennsylvania State University. He is a Certified Public Accountant.


Mr. Price will be paid an annual base salary of $250,000 and will be issued shares of common stock of the Company, valued at $50,000 under the Company’s existing stock incentive plan that will vest in three equal annual installments commencing on February 27, 2024. He is also receiving a sign-on bonus of $20,000 to assist in his relocation.


Item 9.01 Financial Statements and Exhibits


(d) Exhibits


The following exhibits are filed with this report:


Exhibit No.   Description
10.39   Employment Agreement dated August 30, 2023, between the Company and John Price.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)







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 5, 2023


  Coda Octopus Group, Inc.
  By: /s/ Annmarie Gayle
    Chief Executive Officer