Annual report [Section 13 and 15(d), not S-K Item 405]

CAPITAL STOCK

v3.25.4
CAPITAL STOCK
 12 Months Ended
Oct. 31, 2025
Equity [Abstract]  
CAPITAL STOCK

NOTE 10 – CAPITAL STOCK

 

Common Stock

 

2017 and 2021 Stock Incentive Plan (together “SIPs”)

 

On December 6, 2017, the Board of Directors adopted the 2017 Stock Incentive Plan (the “2017 Plan”). The purpose of the 2017 Plan is to advance the interests of the Company and its stockholders by enabling the Company and its subsidiaries to attract and retain qualified individuals through opportunities for equity participation in the Company, and to reward those individuals who contribute to the Company’s achievement of its economic objectives. The 2017 Plan was adopted by the Board of Directors and approved by Stockholders at the Company’s Annual General Meeting held on July 24, 2018, and provides for a maximum of 913,612 to be issued under this Plan.

 

On July 12, 2021, a second plan was adopted by the Board of Directors (“2021 Plan”) and approved by Stockholders at the Company’s Annual General Meeting held on September 14, 2021. The 2021 Plan is identical to the 2017 Plan in all material respects except that the maximum number of shares allocated for issuance is 1,000,000.

 

The shares available for issuance under the SIPs may, at the election of the Compensation Committee, be either treasury shares or shares authorized but unissued, and, if treasury shares are used, all references in the SIPs to the issuance of shares will, for corporate law purposes, be deemed to mean the transfer of shares from treasury.

 

As of October 31, 2025, there were 406,808 shares available for future issuance under the 2017 Plan.

 

As of October 31, 2025, there were a total of 1,406,808 shares available for issuance under the 2017 and 2021 Plans.

 

A summary of stock options activity is as follows: 

 

          Weighted     Weighted        
          Average     Average        
    Number of     Exercise     Remaining     Aggregate  
    Shares Subject     Price Per     Contractual     Intrinsic  
    to Options     Share     Life (in years)     Value  
Balance at October 31, 2023     104,671     $ 4.67       3.4     $ 202,419  
Granted     -       -                  
Vested     -       -                  
Exercises     -       -                  
Forfeited or cancelled     -       -                  
Balance at October 31, 2024     104,671     $ 4.67       2.4     $ 202,419  
Granted     0       -                  
Vested     0       -                  
Exercises     (99,671 )   $ 4.67                  
Forfeited or cancelled     0       -                  
Balance at October 31, 2025     5,000     $ 4.62       1.4     $ 28,150  
Vested and expected to vest at October 31, 2025     5,000     $ 4.62       1.4     $ 28,150  
Exercisable at October 31, 2025     5,000     $ 4.62       1.4     $ 28,150  

 

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value that option holders would have realized had all option holders exercised their options on the last trading day of fiscal years 2025 and 2024. The aggregate intrinsic value is the difference between the Company’s closing stock price on the last trading day of the fiscal year and the exercise price, multiplied by the number of in-the-money options (CODA: NASDAQ). 

 

The following table summarizes information about stock options outstanding and exercisable under the Company’s Stock Option Plan at October 31, 2025:

 

Options Outstanding     Options Exercisable  
                  Weighted                       Weighted  
Range of           Weighted     Average                 Weighted     Average  
Exercise           Average     Remaining     Range of           Average     Remaining  
Prices         Exercise     Contractual     Exercise         Exercise     Contractual  
Per     Number     Price Per     Life     Prices per     Number     Price Per     Life  
Share     Outstanding     Share     (in years)     Share     Exercisable     Share     (in years)  
$ 4.62       5,000     $ 4.62       1.4     $ 4.62       5,000     $ 4.62       1.4  

 

There are no unamortized compensation expenses related to Stock Options.

 

 

CODA OCTOPUS GROUP, INC.

Notes to the Consolidated Financial Statements

October 31, 2025 and 2024

 

A summary of restricted stock award activity is as follows:

 

    Shares     Weighted Average Grant Date Fair Value     Non-Vested     Weighted Average Grant Date Fair Value  
                         
Outstanding at October 31, 2023     87,428     $ 7.04       85,546     $ 7.04  
                                 
Granted     21,208     $ 6.37       21,208     $ 6.37  
Vested     (72,542 )   $ 7.06       (70,660 )   $ 7.06  
Treasury Stock     (2,394 )   $ 7.16       (2,394 )   $ 7.16  
Forfeited or cancelled     (15,000 )   $ 7.39       (15,000 )   $ 7.39  
                                 
Outstanding at October 31, 2024     18,700     $ 6.42       18,700     $ 6.42  
                                 
Granted     17,646     $ 7.64       15,299     $ 8.14  
Vested     (18,619 )   $ 6.44       (18,619 )   $ 6.44  
Treasury Stock     -               -          
Forfeited or cancelled     (2,500 )   $ 8.14       (2,500 )   $ 8.14  
                                 
Outstanding at October 31, 2025     15,227     $ 7.52       12,880     $ 8.14  

 

In certain situations, in 2024 and 2023, certain RSAs that vested were net share settled such that the Company withheld common shares with a value equivalent to the employees’ obligation for the applicable income and other employment taxes and remitted the cash to the appropriate taxing authorities. The total shares withheld were zero for both 2025 and 2024, and 109,154 for 2023 and were based on the value of the RSAs on their respective vesting dates as determined by the Company’s closing stock price. The Company has classified the withheld common shares as treasury stock and may issue these shares at a future date. 

 

All stock options and restricted stock awards have been made pursuant to the 2017 Plan.

 

Total stock-based compensation expense from stock options and restricted stock awards was $224,786 and $137,676, respectively for the years ended October 31, 2025, and 2024. As of October 31, 2025, there was approximately $38,635 of total unrecognized stock-based compensation cost related to 15,227 unvested restricted stock awards.

 

During the 2025 FY, we granted 10,000 shares of common stock to a related party (Item 13) for consulting services. These were issued outside of the SIPs.

 

Preferred Stock

 

Series A and Series C Preferred Stock

 

The Company is authorized to issue 5,000,000 shares of preferred stock with a par value of $0.001 per share. As of October 31, 2025, there were no shares of Preferred Stock designated, issued or outstanding.

 

 

CODA OCTOPUS GROUP, INC.

Notes to the Consolidated Financial Statements

October 31, 2025 and 2024