UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

[X]☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended October 31 2020, 2022

[  ]☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-38154

CODA OCTOPUS GROUP, INC.

(Exact name of registrant as specified in its charter)

3300 S Hiawassee Rd, Suite 104-105, Orlando, Florida, 32835

(Address, Including Zip Code of Principal Executive Offices)

407735 24022406

(Issuer’s telephone number)

Securities registered under Section 12(b) of the Exchange Act:

COMMON STOCK, $0.001 PAR VALUE PER SHARE

Securities registered under Section 12(g) of the Exchange Act:

NONE

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

This Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, which we refer to in this annual report as the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, which we refer to in this annual report as the Exchange Act. Forward-looking statements are not statements of historical fact but rather reflect our current expectations, estimates and predictions about future results and events. These statements may use words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “predict,” “project” and similar expressions as they relate to us or our management. When we make forward-looking statements, we are basing them on our management’s beliefs and assumptions, using information currently available to us. These forward-looking statements are subject to risks, uncertainties and assumptions, including but not limited to, risks, uncertainties and assumptions discussed in this annual report. Factors that can cause or contribute to these differences include those described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Any forward-looking statement you read in this annual report reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. All subsequent written and oral forward-looking statements attributable to us, or individuals acting on our behalf are expressly qualified in their entirety by this paragraph. You should specifically consider the factors identified in this annual report, which would cause actual results to differ before making an investment decision. We are under no duty to update any of the forward-looking statements after the date of this annual report or to conform these statements to actual results.

PART I

ITEM 1. BUSINESS

Overview

Coda Octopus Group, Inc. (“Coda” “the Company” or “we”), through its wholly owned subsidiaries, operates two distinct businesses:

Our Marine Technology Business is a technology solution provider to the subsea and underwater market. It owns key proprietary technology including real time volumetric imaging sonar technology used forand diving technology, both of which are applicable to the underwater defense and commercial and defense applications.markets. All innovation, design, development and manufacturing of our technology and solutions are performed within the Company. These

Our imaging sonar technology products and solutions marketed under the name of Echoscope® and Echoscope PIPE^® are used primarily in the underwater construction market, offshore wind energy industry (offshore renewables), and offshore oil and gas, complex underwater mapping, salvage operations, dredging, bridge inspection, navigation of underwater hazard, port security, mining, fisheries, commercial and defense diving, and marine sciences sectors. Our volumetricdiving technology marketed under the name “CodaOctopus^® DAVD” (Diver Augmented Vision Display) addresses the global defense and commercial diving markets. It has the potential to radically change how diving operations are performed globally because it delivers real time sonar technologyinformation simultaneously to the divers underwater and their surface-based dive supervisors. It also allows diving operations to be performed in zero visibility water conditions which is a safety challenge for diving operations.

The Marine Technology Business operates thorough our most promising product for the Group’s growth due to its unique capabilities including real time 3D visualization of moving objects underwater including in zero-visibility water conditions. Our customers include service providers to major oilwholly owned subsidiaries Coda Octopus Products Ltd (UK), Coda Octopus Products A/S (Denmark, Coda Octopus Products, Inc (Orlando) and gas (“O&G”) companies, renewable companies, underwater construction companies, law enforcement agencies, ports, mining companies, defense bodies, research institutes and universities. We are widely considered the leading solution providers for real time 3D visualization underwater.Coda Octopus Products (India) Private Limited (India).

Our Marine Engineering Business is a supplierBusinesses are suppliers of embedded solutions and sub-assemblies which they design and manufacture and sell into mission critical integrated defense systems such as the Close-In-Weapons System (CIWS). The Services Segment established its business in 1977 and has been supporting a number of significant defense programs for over 40 years, including Raytheon’s CIWS and Northrop Grumman’s Mine Hunting Systems Program. The Services Segment’s business model entails designing sub-assembly prototypes forwhich are utilized in broader defense programs whichprograms. These prototypes contracts typically lead to contracts for the manufacture, repair and upgrade of these sub-assemblies. We are the sole source for the parts that we design and supply into these programs. This business model ensures recurring and long tail revenues since we continue to supply these parts, typically for the life of the program, which can span decades. Coda Octopus Colmek, Inc. and Coda Octopus Martech Ltd, each qualifiesqualify as a small business. This opens up opportunity under state requirements to collaborate with Prime Defense Contractors on these programs.

Due to the above,a A significant part of the revenues generated by the Marine Engineering Business is usually highly concentrated and are derived from a small number of prime defense contractors such as Raytheon or Northrop. In any one year, between 20% to 30% of our consolidated revenues may be derived from these customers either alone or collectively.

The Services Segment operates through our wholly owned subsidiaries, Coda Octopus Colmek, Inc.Inc (“Colmek”) based in Salt Lake City, Utah, and Coda Octopus Martech Limited (“Martech”) based in theDorset, United Kingdom.

Cross-Group Synergies

Our ProductsMarine Technology Business and Marine Engineering Services operationsBusiness have established synergies in terms of customers and specialized engineering skills set for robust, rugged and repeated engineering solutions relating to data acquisition, data computation and display of the data. Increasingly drawing on each part of the business strengths, the Marine Technology businessBusiness and Marine Engineering Business work jointly on projects including responding jointly for tenders. We believe the Services Business is important to our overall growth strategy as it brings significant engineering depth for the onward development of our technology solutions offered by our Marine Technology Business. This also ensures more tight control over our intellectual property rights which are important for our market position in the space in which we operate.

Key Pillars for our Growth Plans

Our volumetric real time imaging sonar technology and our Diver Augmented Vision Display (“DAVD”) are our most promising products for the Group’s near-term growth.

Our real time 3D/4D/5D/6D Imaging sonars are the only underwater imaging sonars which are capable of providing complex seabed mapping and real time inspection and monitoring and providing 3D/4D/5D/6D data of moving underwater objects irrespective of water conditions including in zero visibility water conditions (which is a common and costly problem in underwater operations). Competing technology can perform mapping (but not complex mapping) without the ability to perform real time inspection and monitoring of moving objects underwater. We also believe our Echoscope PIPE^® is the only technology that can generate multiple real time 3D/4D/5D/6D acoustic images using different acoustic parameters such as frequency, field of view, pulse length, and filters.

Our customers include service providers to major oil and gas (“O&G”) companies, renewable companies, underwater construction companies, law enforcement agencies, navies, ports, mining companies, defense bodies, diving companies, research institutes and universities. We are widely considered the leading solution providers for real time 3D visualization underwater.

We also believe that the DAVD system is poised to radically change the way commercial and defense diving operations are performed globally by providing real time data to both diver and surface supervisor simultaneously, advancing the methods of communication, ability to consume and use digital information and real time imaging sonar data, thereby improving safety and reducing the costs of these operations. The DAVD HUD (Head Up Display) concept is protected by patent and is manufactured and distributed under License from United States Department of the Navy at Naval Surface Warfare Center Panama City Division to the Company.

The DAVD can be used in combination with any of our imaging sonars and can also be used without our imaging sonars. Increasingly, opportunities which we identify are for combined use.

Our corporate structure is as follows:

Corporate History

The Company began as Coda Technologies Limited. This company now operates under the name Coda Octopus Products Limited, a United Kingdom corporation formed in 1994 as a start-up company with its origins as a research group at Herriot-Watt University, Edinburgh, Scotland. Initially, its operations consisted primarily of developing software for subsea mapping and visualization using sidescan sonar (a technology widely used in commercial offshore geophysical survey and naval mine-hunting to detect objects on, and textures of, the surface of the seabed).

In June 2002, we acquired Octopus Marine Systems Ltd, a UK corporation, and changed our name to Coda Octopus Limited. At the time of its acquisition, Octopus Marine Systems was producing geophysical products broadly similar to those of Coda, but targeted at the less sophisticated, easy-to-use, “work-horse” market. The Octopus Marine Systems acquisition led to the introduction of the Motion product (F180^®series) into the Products Segment.

In December 2002, Coda Octopus Ltd acquired OmniTech AS, a Norwegian company, which became a wholly owned subsidiary of the Company, and which subsequently changed its name to Coda Octopus R&D AS. OmniTech owned the patents to a “method for producing a 3-D Image” (which has now expired). At the time of acquisition, this company had been engaged for over ten years in developing a revolutionary imaging and visualization sonar technology capable of producing real time three-dimensional (“3D”) underwater images for use in subsea activities. Coda Octopus Products Limited (Edinburgh based) then developed the visualization software to control and display the images from the real time 3D sonar.sonar device. This patented technology is now marketed by us under the brand name “Echoscope^®” and Echoscope PIPE^®. All activities of this now-defunct Norwegian subsidiary, Coda Octopus R&D AS, have been transferred to Coda Octopus Products Limited (Edinburgh).

On July 13, 2004, the Company effected a reverse merger pursuant to the terms of a share exchange agreement between The Panda Project, Inc. (“Panda”), a Florida corporation, and a now defunct entity affiliated with Coda Octopus Ltd. (“Coda Parent”). Panda acquired the shares of Coda Octopus Limited, a UK corporation and a wholly-owned subsidiary of Coda Parent, in consideration for the issuance of a total of 1,432,143 shares of common stock to Coda Parent and other shareholders of Coda Octopus Limited. The shares issued represented approximately 90.9% of the issued and outstanding shares of Panda. The share exchange was accounted for as a reverse acquisition of Panda by Coda. Subsequently, Panda was reincorporated in Delaware and changed its name to Coda Octopus Group, Inc.

In June 2006, we acquired Coda Octopus Martech Limited which is part of our Services Segment or Marine Engineering Business. This is an English corporation.

In April 2007, we acquired Coda Octopus Colmek, Inc. which is part of our Services Segment or Marine Engineering Business. This is a Utah corporation.

Both Martech and Colmek largely have the same business model, provide similar engineering services and sell to a similar customer base (one is UK focused and the other is US focused).

In December 2013 Coda Octopus Products Limited established Coda Octopus Products Pty Ltd (Australia) to grow our presence in Australia and New Zealand. However, since 2020 we have not been able to do meaningful business development due to the closure of Australian borders because of the Coronavirus Pandemic and, more recently, challenges in restoring our activities effectively on the ground.

In 2017 Coda Octopus Products Limited established a subsidiary Coda Octopus Products A/S in Denmark as part of the mitigation strategy relating to the UK withdrawal from the European Union (See Item 7 “Management’s Discussion and Analysis…”).

In November 2021 Coda Octopus Products Limited established a subsidiary Coda Octopus Products (India) Private Limited intended to gain access to this market and to recruit critical resources for software development for our Company.

Coda Octopus Group, Inc., is organized under the laws of the State of Delaware as a holding company that conducts its business through subsidiaries, several of which are organized under the laws of foreign jurisdictions, including England, Scotland, Denmark, Australia and Australia.recently India. This may have an adverse impact on the ability of U.S. investors to enforce a judgment obtained in U.S. courts against these entities, or to effect service of process on the officers and directors managing the foreign subsidiaries. These companies’ operations must comply with the laws of the countries under which they are incorporated and are likely to be different from the equivalent laws of the United States.

Marine Technology Business (“Products Segment”)

Our Marine Technology Business develops proprietary solutions for both the commercial and defense subsea market. The range of our solutions are complementary and include:

These products are sold, leased or rented into various marine sectors and include:

1. Geophysical Range of Products

Our geophysical systems (“GEO”) range of products include geophysical data acquisition systems, processing and analysis software that are used primarily by survey companies, offshore renewable companies, research institutions, salvage companies and, more recently, offshore energy and renewables operators. These systemscompanies. The Company’s GEO range of products are used in conjunction with sidescan sonars to survey large areas and create images of the seabed, identify seabed boulders and objects, mark seabed type boundaries and identify existing subsurface structural features, geological layers, and/or buried debris. The Company started its first innovation with this range of products and in fact was the first company to digitalize sidescan sonar data. The Company’s GEO range is a strong brand in the geophysical market space.

2. GPS aided Inertial Positioning Systems

These are referred to as our MOTION range of products and offer high accuracy GPS aided inertial positioning and attitude data, essential for all marine survey applications. The products are commonly bundled with our GEO and real time sonar solutions offering our customers a seamless integration and support experience.

3. Real Time Volumetric Imaging Sonars (ranging from 3D/4D, 5D and 6D)

We design, develop and supply what we believe is the world’s most advanced series of real time volumetric imaging sonar. This is the culmination of over 25 years of research and development. This technology is protected by multiple patents. Furthermore, we continue to file patents relating to our new and revolutionary sonars, our 5-Dimensional (5D) and 6-Dimensional (6D) real time volumetric imaging sonars (marketed under the name Echoscope®Echoscope PIPE^® (Parallel Intelligent Processing Engine). Our sonar innovations are multi-tiered and extend to hardware, firmware and software, all of which co-exist and are co-dependent on each other. In other words, hardware, firmware and software operate as sub-systems to each other. We believe that the highly complex nature of this new technology will make it extremely difficult to reverse engineer our products. Pioneering this unique technology gives us a significant advantage over our competitors in the subsea real time 3D imaging sonar market sectors. We also believe that our three-tier product development capability of hardware, software and solution delivery adds to our competitive lead.

We believe that this technology is superior to the other imaging sonars in the market as it generates real time 3D, 4D, 5D and 6D images of the underwater environment irrespective of low or zero visibility conditions and, unlike conventional sonars, can image a volume (as opposed to a slice of data) and subsea moving objects.provide real time 3D inspection and monitoring capability underwater. The capability of our volumetric imaging sonars covers a broad breadth of activities underwater particularly for any form of underwater construction, salvaging, placements, decommissioning, obstacle avoidance and complex underwater mapping and real time 3D navigation in zero visibility conditions.

About the Company’s 5D and 6D Sonars Innovations

5D and 6D sonars are new to the subsea market and constitute an innovation by the Company. We have several patent applications pending for these innovations.

5D Sonars (Echoscope PIPE^®)

The advancement that the Company has made with its 5D Sonars is the ability to process and utilize much more of the data that is acquired by our volumetric imaging sonars. In the previous generation of our sonars, due to the state of the art of processing generally, there was an upper limit to the quantity of the acquired data that could be processed and displayed by the sonar system. This meant that in the previous generation of sonars when a signal was emitted, it returned a single range and intensity value per beam. In the 5D Sonars we return multiple range and intensity values (Full Time Series (“FTS”)) per beam. This new capability provides more information about the underwater environment. For example, it will give the user the ability to see multiple layers of soft target areas underwater such as gas leaks and suspended sediment above the seabed all concurrently (not one or the other) or concurrent imagery of marine life, sea growth on installations and the installations themselves. FTS will deliver all range values per beam as opposed to either the First (First Above Threshold (“FAT”) or the strongest return (MAX) provided by the previous generation of Echoscope technology. Our 5D capability is protected by a recently granted patent (US 10,718,865 – which concerns a method of compressing beamforming sonar data and US 10,816,652 which concerns a method of compressing sonar data) and 10,718,865 which concerns a method of compressing beamformed sonar data.

6D Sonars (Echoscope PIPE^®)

The Company’s 6D Sonars process and utilize much more of the data acquired by the sonar. 6D Sonars generate multiple real time 3D Full Time Series Images. In the previous generation of sonars, we could image and display one 3D Image in real time. Our PIPE technology generates multiple 3D Images simultaneously in real time using different sonar/acoustic parameters (such as frequency, range, field of view, pulse length and other acoustic filters or shading). Our new technology enables one sensor to provide different 3D/4D/5D/6D data sets (through multiple parallel processing capability) to different parts of the survey team operations in real time per their different operational requirements (thus consolidating the sensors and the associated costs and effectiveness of the solution). 6D Sonars can also record raw data that can be subject to PIPE Offline processing to generate unlimited data outputs. We are not aware of any sonars that can offer either 5D or 6D Capability.

In summary, our previous generation of real time 3D sonar was capable of providing only single acoustic images of underwater objects in real time 3D whereas the PIPE family of sonars is capable of providing multiple acoustic images of underwater objects in real time 3D/4D.

Sonar Hardware

During fiscal 2019, we completed critical innovation and advancement milestones around our core volumetric real time sonar technology. We have now introduced the world’s first 5D and 6D series of volumetric imaging sonar technology. This new series of sonars are marketed under the brand name Echoscope PIPE^® (an acronym for Parallel Intelligent Processing Engine). We believe our 5D and 6D series of sonars heraldsherald a significant leap forward in real time subsea imaging as this inventive capability allows a single sonar to provide to different parts of the survey operations with multiple real time data sets (as opposed to one 3D dataset) for each part of the survey teams’ requirements.

A summary of some of the differences between our standard Echoscope® sonar series and our newly launched Echoscope PIPE® series of sonars are set out below:

We believe that our Echoscope^® technology will shepherd in the new generation of underwater real time 3D imaging sonar which will evolve into a real time information platform and gain market share through the increased adoption of real time 3D volumetric imaging sonar productstechnology. Current competing imaging technologies such as the single beam, multibeam and scanning sonars are revolutionizingeither 2D real time imaging sonars or 3D imaging sonars which are not capable of real time 3D imaging, that is to generate a 3D image underwater of moving objects. The competing 3D technology, the multibeam, which is the current standard bearer in the market is a sonar market duefor mapping of the seabed. The Echoscope^® technology can not only map the seabed (and is superior to the following unique capabilities:multibeam for complex mapping and inspection of complex underwater structures) but can image in real time 3D moving objects underwater and therefore is the primary tool of choice for inspecting and monitoring in real time 3D all types of underwater operations and is the only choice in poor visibility conditions. In addition, the Echoscope^® can also in many instances enable the user to monitor underwater operations from a surface vessel and in this way replace Remotely Operated Vehicles (ROVs) thus bringing considerable cost savings to our customers.

Prior to January 2018, we were selling our third generation (3G) sonar series. In January 2018 we launched the first product within our fourth generation series of sonars (“4G sonar series”). The 4G sonar series iswas an important development milestone for the Company.Company since it removed a number of barriers to market adoption. Since its introduction we have seen increased number of units being sold or rented. Due to the form factor of our previous generation of 3G sonar series this limited the types of subsea vessels/underwater vehicles this generation of sonar could be integrated on (and therefore be used for) due to (i) size; (ii) weight and (iii) power requirements (“form factor barriers”). With the launch of the 4G sonar series we have removed these form factor barriers and can now integrate on the majority of underwater vehicles in the market including the new and fast emerging smaller underwater vehicles such as autonomous surface vehicles (ASVs) and unmanned underwater vehicles (UUVs) which are propelling growth in the underwater market.market, thus opening potentially new market opportunities for the Company’s technology.

The 4G sonar series developments were largely form factor driven as opposed to being based on performance and capability advancements. In fiscal years 2019 and 2020 we continued to build on our innovation of our sonar technology to4G innovations with a focus on performance and capability advancements, particularly on the beamforming and the data processing capability of our sonar series. In the previous generation of our sonars, due to limitations in processing capability technology there were restrictions on how much of the captured Echoscope^®sonar data could be processed.processed by us. Our previous generations of sonars processed 16,384 pieces of data per sonar ping (compared to around 256 pieces of data per sonar ping for competing technology such as the multibeam). Under our new 5D/6D sonarsEchoscope PIPE^® sonar series for each signal that is generated by the sonar we receive back up to 40 million pieces of information which we can now process. In this context, we have two recent patents concerning a method of compressing beamforming sonar data and a method of compressing sonar data. We believe that this advancement allows us to deliver to the market the first 5-Dimensional (5D) sonar and 6-Dimensional (6D) sonar capabilities and significantly builds on our 4G sonar series. Ourseries which radically changed the form factor and power requirements which were previously barriers to increased adoption. The advantages offered by our 5D capability allows customersand 6D Sonar Series have been discussed above under the heading (About the Company’s 5D and 6D Sonars Innovations). We started selling Echoscope PIPE^® in the market in March 2020. We are also seeing increased interest in Echoscope PIPE® technology in the market especially with OEM underwater vehicle manufacturers from the defense space.

The release of the Echoscope PIPE^® hardware, is a significant milestone. We are now focused on the value add to collect full time series 4D backscatter datathe technology via firmware and software capability. The finalization of this development now gives the Company a real opportunity to pursue its strategy to standardize this technology in real time. Our 6D capability allows customersthe underwater imaging sonar market. We believe that in order to usemake the subsea and underwater market more efficient, it is mandatory that the standard moves to a single sonar for multiple simultaneous real time 3D information platform. Many underwater operations are stalled due to poor visibility water conditions, preventing the remotely operated vehicles (ROVs) from flying and also the lack of ability to utilize the sonar data sets using differentimmediately because it requires post processing, which represents a significant challenge and costs. The subsea market is experiencing high structural and technology transitional changes including the introduction of the new generation of smaller and lighter vessels (both surface and underwater). This creates a demand for new sensors and solutions for real time capture3D imaging. We believe that our lead in this area gives us a real opportunity to increase our market share.

Diver Augmented Vision Display (DAVD) System

Funded by the Office of Naval Research (“ONR”) through its Future Naval Capabilities (FNC) program, and processing parameters (suchin close collaboration with NAVSEA 00C3 and Naval Surface Warfare Center, Panama City Division (“NSWC PCD”) we have developed a diver see-through integrated information display system (DAVD).

DAVD is a complete end-to-end diver management solution incorporating as a key element a high-resolution, fully transparent glass head-up display (HUD) integrated directly inside the diving helmet (for hard hat surface air supply diving) or full-facemask (for tethered and untethered defense, commercial and recreational diving applications). The DAVD HUD is currently deployed in the world leading and most widely used Kirby Morgan^®range frequencyof dive helmets and field of view).is currently being released in the industry standard Interspiro “AGA”, OTS Guardian and the Divator and Dräger Panorama Nova Dive full-face masks. The DAVD HUD and system technology is not however limited to these products and applications.

Problem In Context

Navy and Commercial diving share common issues and challenges with location, visibility, communication, safety, accessing data and information sharing. Divers work mainly in murky or disorientating water conditions and rely heavily on their sense of touch to navigate and function. They work in the water column, around complex structure and on the cluttered sea bottoms which is neither safe nor efficient. They, and the diver support team, require dark spatial awareness memory as they work, arms outstretched in deep, dark, frigid waters to remember hazardous underwater debris, targets and terrain. Complexity of the task and this challenging environment directly increases risk, stress, and inefficiency for the entire team.

How does DAVD Change this?

The DAVD system addresses all the challenges described above. The DAVD technology benefits not only the diver and direct supervisor on the surface, but also engineers, end-clients, rescue workers and support personnel whom all have vested interest in a successful and safe mission. DAVD provides the location of the diver, the dive support vessel, work site assets and any hazards that are known or discovered in real-time. Real-time compass and depth are also displayed to the diver to reduce disorientation. Visibility for diver and team is dramatically enhanced with both real-time camera and 3D sonar data (providing underwater night-vision) and also high-resolution maps and models of the entire work site and surroundings. Communication is transformed from low quality audio speech to high quality digital audio and video, text messaging, visual alerts and automated navigation guidance. The safety of the diver and team is paramount. DAVD ensures the Diver and Supervisor are visually synchronized and can safely coordinate movement, tasks and instructions with full health monitoring and logging of the entire mission. Data and information sharing traditionally ends when the diver leaves the surface. DAVD provides a seamless and effective way to share any type of data, image, video, process or procedure instantly in real-time through the DAVD fully transparent HUD display (equivalent of >100” HD TV in-front of the diver). Data and information also flow up from the diver to the dive supervisor where the diver can look at an asset, make measurements or recordings and the entire task is captured and documented on the DAVD system.

The concept of using a pair of transparent glasses in the HUD to render real time information for underwater applications is protected by patent and Coda Octopus has an exclusive license from United States Department of the Navy at NSWC PCD to exploit this patent for all underwater diving activities. The DAVD is a significant technology for both defense and commercial underwater diving applications, and we believe that Coda Octopus has the opportunity to standardize this technology globally. The DAVD comprises both hardware comprising the HUD, Diver Processing Pack (DPP) (which is a Thermite^® variant), Cables and Topside Control Unit along with 4G sonar seriesUSE^® DAVD Edition real time visualization software. All these development which we launchedand products have been designed and developed by the Company.

The DAVD is currently in 2018 now combinedearly-stage adoption with the performanceUS Navy and capability advancements (5Denjoys the benefit of an Approved Navy Use (ANU) product. We have also started marketing (through live demonstrations) this technology to friendly Navies globally and 6D capability) crystalizesalso to the completioncommercial diving market. We have significant interest from a number of reputable global commercial offshore service providers and are working with them for early adoption of the main pillarstechnology and also a number of development plans for our real time volumetric sonar series. We believe these achievements are critical milestonesEuropean friendly Navies including the UK Ministry of Defense (MOD).

GEN 3 of the DAVD which opens the market further by extending support to Full Face Masks (FFM), has now been finalized. The DAVD solution is now compatible with most helmets and face masks in the Company’s growth strategy and also distinguishes our sonar capabilities from all other imaging sonar offerings in the market. This will enable us to refocus a significant part of our spending from R&D to marketing and business development post-Pandemic.

The following diagram outlines the capability summary progression as we transition from our current Real-Time 3D (4D) volumetric imaging sonar system to 5D and then 6D.

Sonar Software

Our software development capability is an important part of our strategy to maintain our lead in designing, manufacturing, and selling state-of-the-art real time volumetric imaging sonars.sonars and our DAVD System.

Our existing third generation (3G) Underwater Survey Explorer software used in conjunction with our real time volumetric sonars, is a product which we have been developing for over 15 years. Because of technological advancements, including access to off the shelf components for more advanced processing of data (speed and size being factors), in 2016, the Company started the process of re-conceiving and developing its new generation of top-end software for our now much more advanced sonars. In this connection, in 2019, weWe have now launched for customer evaluation our 4^th Gen of top-endfourth-generation multi-sensor software for our sonars – 4G Underwater Survey Explorer (“4Gplatform which is marketed under the name “4G USE^®”). We have also filed several provisional patents around our 4G USE^®.

Our 3G Underwater Survey Explorer software which is feature richa multi-sensor platform allowing users to bring in and offers advancedutilize a variety of sensor data including sonar, positioning, camera, lidar, video processing and application focused capabilities for various markets. 3G USE has been in the market for over 15 years. While this generationother sources of our software is a mature and feature rich product, communication and graphics processing technologies have advanced considerably over recent years, allowing (for example) improved methods for processing larger volumes ofpoint cloud data and leveraging new capabilities in recent PC hardwareseamlessly merging above and below the GPU.

Our newwater data captured from the sonar and camera. It is also the platform for our DAVD software, and this is marketed under the brand 4G USE^® software is a ground-up development based on the latest processor capabilities and software architecture. 4G USE^® will offer a completely new level of real-time visualization and automation processing to complement our recent sonar launches including our 5D and 6D sonars. The initial release of 4G USE^® allows multiple devices being utilized simultaneously (example multiple sonars, rotators and inertial and positioning systems) and viewing the real-time data result in a consolidated image. 4G USE^® which is also subject to a number of patent applications, is designed as an enterprise class platform, allowing many users access and control of data in real-time for better collaboration, tighter quality control, remote surveying and faster processing.DAVD Edition.

Our software packages are feature rich and include techniques which are the subject of patents in a number of our modules. In general, our software package contains significant capabilities that are designed to enable surveying a dynamic subsea setting (as opposed to a static mapping of the seabed as is typical for conventional sonar technology). Some of our unique features include:

Our Echoscope® PIPE (the first 6-Dimensional Sonar) will also bring significant capabilities to include multiple parallel processing (enabling different parameters to be set and utilized) in real time mode. We are not aware of any sonars that can offer this capability. This will allow multiple tasks and users of the real time data simultaneously, thus increasing efficiency and enabling tasks which were previously impossible.

Geophysical Products and Solutions

The Geophysical range of products are important for both Offshore Renewables and O&G. We therefore believe that with the expansion of the markets into Offshore Renewables, we will see an increase in the take up of this product suite, particularly in the global rental market. Our GeoSurvey^® and DA4G ranges are strong brands in these markets.

We started our business in 1994 designing and developing the CodaOctopusGeoSurvey^® GeoSurvey software and hardware package for acquisition and processing of sidescan sonar and sub-bottom profiler data. For over two decades, our GeoSurvey has been an industry leading software package in the market for data acquisition and interpretation and provides feature rich solutions and productivity enhancing tools for the most exacting survey requirements. Designed specifically for sidescan and sub-bottom data acquisition, CodaOctopus^®GeoSurvey has been purchased by numerous leading survey companies throughout the world.

The Products Business generates around 5%2% of its revenues from this range of products. With the launch of the new products based on Artificial Intelligence technology for which we believe there is increased demand we would anticipate our revenues from this product line to increase over time.

Geophysical Hardware

These consist of a range of hardware solutions for field acquisition of sidescan sonar and sub-bottom profiler, which includes analog and digital interfaces compatible with all geophysical survey systems.

In 2018, we introduced our DA4G-USB product. This allows customers to integrate the DA4G hardware into their own PC configuration. Based on the CodaOctopus®CodaOctopus^® DA4G system, it offers the same functionality, robustness and ease of use. CodaOctopus^® DA4G is the 4thfourth generation of our successful DA series and is built on twenty years of knowledge, experience and innovation in supplying unparalleled products and service to the worldwide geophysical survey sector. These purpose-built, turn-key, systems incorporate the very latest hardware specifications and are designed and delivered to meet the demanding nature of offshore survey work.

The CodaOctopus^® DA4G range consists of a number of options and is backed (like all our products) with global service and support.

This consists of an integrated suite of software that automates the tasks of analyzing, annotating and mosaicingmosaicking complex data sets, thus ensuring faster and more precise results.

Geophysical Software

Our CodaOctopusGeoSurvey^® GeoSurvey software is supplied to complement our DA4G hardware, offering field acquisition of sidescan sonar and sub-bottom profiler data.

Our Survey Engine^® software product offers a more advanced post-processing solution for sidescan sonar and sub-bottom profiler data. Designed to streamline processing of very large data sets – many 100GBs – it offers comprehensive processing, interpretation, visualization, reporting and exporting functionality.

We continue to advance this range of products and in 2018 we launched our first product based on Artificial Intelligence techniques which allows us to automatically identify boulders on the seabed (“Survey– SEADP – “Survey Engine Automatic Object Detection (SEADP)”)Detection”. This new product presents a real opportunity to radically change workflow process for post-processing and analyzing side scan sonar data to assess, among other things, the suitability of an area for exploration and construction activities (O&G installations, pipeline and cable laying activities). This is in its early stage of roll out and has sparked significant interest. This is an area where we are investing our research and development efforts. We are also seeing good results from SEADP and some good quality early adopters of this new technology in the market.

Additionally, in 2019 we introduced our Seabed Classification module (again based on Artificial Intelligence techniques). This automatically classifies sidescan sonar imagery into different seabed types, computes and exports polygonal boundaries for these areas, and thereby simplifies sidescan processing.

Inertial Positioning and Attitude Measurement Systems (“Motion Products”)

Our Motion Products are Global Navigational Satellite System (referred to in the industry as “GNSS” Aided Inertial Measurement Units) provide measurement data on the position and attitude of a vessel. This device provides real-time data on these measurements which are applied to compensate for vessel movement in order to align sonar data and remove motion blur.

We have had our F180^® series in the market for over 15 years. These systems are used either aloneyears and then paired with third parties multibeam sonars or used in conjunction with our volumetric real time sonars.   Thisdue to advancement of technology has been developed for the marine environment and is based on technology originally developed for the extreme world of motor racing. Modifications and enhancements have resulted in a simple-to-use, off-the-shelf product that brings accurate positioning and motion data into extreme offshore conditions for precision marine survey applications worldwide. Variants within the F180^® series include the F190, exclusively configured for use ‘near-land’, e.g., within ports and harbors, and the F185, with enhanced precision positioning to 1cm accuracy (<0.5”). Coda Octopus iHeave, an intelligent software productincreasing demand for dealing with long period ocean swell compensation, is fully integrated within the F180more precise GNSS Aided instruments, we have now developed our new generation of Motion Products, our F280 Series^® series..

New Generation of Motion Products

We have now completed the ground up development of our new generation of Motion Products (F280F280 Series^®).for accurate position, heading, pitch, roll and yaw at sea. The new F280 Series^® is based on more advanced technology and is more accurate than our F180®F180^® series. The new technology is much more scalable towards future development of new product variants. The F280® seriesF280 Series^® is highly complementary to our real time volumetric sonar series and they are packaged together to provide a more comprehensive solution to our customers. The F280^® is sold with and without our sonar series.

Sales and Marketing

We market our products primarily through our internal sales team, website, industry events such as trade shows, webinars, industry relationships and industry relationships. We also have an internal salesagents in foreign countries such as Japan, China and marketing team which is engaged in marketing and selling our products.Korea. In addition, we have a network of non-exclusive independent global sales agents. In 2023, a significant part of our business plan budget is allocated to business development, sales and marketing which will include recruiting new staff for more direct sales and business development.

Coda Octopus Products Limited has the requisite accreditations for its business including being Lloyds Register accredited to ISO 9001:2015 and Cyber Essentials certification.

Marine Engineering Businesses (“ServiceServices Segment”)

Our Marine Engineering Businesses comprise Coda Octopus Colmek, Inc. based in Salt Lake City and Coda Octopus Martech Limited based in the United Kingdom.

These two operating entities supply engineered sub-assembly solutions which form part of mission critical integrated defense systems, test equipment, instrumentation, and the like. They operate as sub-contractors to prime defense contractors, and their engineering solutions are typically withindesigned for integration into broader defense programs where high levels of reliability and quality are essential pre-requisites for securing and maintaining these agreements with their customers. Typically, we prototype productssubassemblies for these customers and after going through various acceptance tests, including first article inspection approvals, we are given the productionmanufacturing contracts. Many of these productionmanufacturing contracts have a repeat orders profile which typically follows the life cycle of the defense program that is using the production part.

These arrangements often give us long term preferred/sole supplier status for the parts we supply, technology refresh and obsolescence management business opportunities with these customers and we generally use these long-standing relationships to win more contracts with these customers.

This businessIn order to grow, the Marine Engineering Business relies on increasing the number of new programs it attracts annually.

In addition, we are increasingly combining our engineering capabilities with our product offerings. This enables us to offer systems which are complete with installation and support to maximize the utilization of our collective expertise to advance our real time volumetric sonar technology.

Coda Octopus Martech Limited (“Martech”)

Martech, which is UK-based, operates in the specialized niche of bespoke design and manufacturing services mainly to the United Kingdom defense and subsea industries. Its services are provided on a custom sub-contract basis where high quality and high integrity devices are required in small quantities.

The Company enjoys pre-approvals to allow it to be short-listed for certain types of government contracts. Much of the more significant business secured by Martech is through the formal government or government contractor tendering process. Government contracts may be terminated at any time at the discretion of the government. If the government does terminate a contract, the Company is allowed to recover the costs incurred up to the date of termination. During the last few years, only one non-material government contract was terminated for convenience.

Coda Octopus Colmek, Inc. (“Colmek”)

Colmek, which is a service providerUSA-based, are suppliers of embedded solutions and sub-assemblies which they design and manufacture and sell into mission critical integrated defense engineering solutions, particularly insystems such as the fields of data acquisition, storage, transmission and display. It has grown and diversified since beginning its operations inClose-In-Weapons System (CIWS). This business was established 1977 and now provides services and products to a wide range of defense, research and exploration organizations in the United States.

It designs, manufactures and supports systems that are reliable and effective in multiple military and commercial applications where ruggedness and reliability under extreme operational conditions are paramount and where lives depend on accurate and precise information.

Colmek has long standing relationships with a number of prime defense contractors and has been supporting a number ofseveral significant US defense programs for over 40 years, including Raytheon’s CIWS and Northrop Grumman’s Mine Hunting Systems Program (AQS-24). Colmek’s business model entails designing sub-assembly prototypes for defense programs which typically lead to contracts for the Close in Weapons Support Program (CIWS)manufacture, repair and upgrade of these sub-assemblies. We are the sole source for which it supplies proprietarythe parts that we supply into these programs. This business model ensures recurring and services and technical refresh programs. As a result, Colmek has recurringlong tail revenues from these long-standing programs. Colmek continuessince we continue to expandsupply parts, typically for the number of established programs into which it supplies proprietary parts.

In June 2014 Colmek completed the acquisitionlife of the Thermite^®program, which is a rugged visual mission computer line and the Sentiris^® AV1 XMC video card for $1,100,000 in cash. Colmek also acquired hardware, Thermite inventory and other intellectual property rights (such as software code and trademarks pertaining to these products). Thermite^® was acquired with the goal of updating the technology and expanding the market for this rugged mission computer.can span decades.

The Thermite^® Product fits within established programs with Department of Defense (“DoD”) prime contractors and benefits from being a single source product under this program. Customers for this item include the US Army, Benchmark, and Endeavor Robotics Defense and Security Division.Competition

Thermite ^® Rugged Visual Computers

We consider Thermite^® to be an important part of our growth strategy and are investing in the new generation of these mission computers and have expended significant development costs on re-engineering this. To this end, we have now designed and developed our next generation of the Thermite^® “Octal”. The new Octal is in trials with a number of new customers who fit the profile of large quantity purchasers with repeat and long-term requirements for this product. The coronavirus Pandemic has interrupted the completion of these trials. The Thermite is one of our key growth catalysts.

Other products offered by Colmek include subsea telemetry and data acquisition systems, rugged workstations, analog-to-digital converters and rugged LCD displays.

Competition

In our Products Segment,Marine Technology Business (Products Business), we are exposed to the following competitive challenges:

Data Acquisition Products (GEO Products)

The sonar equipment industry for data acquisition and processing systems for sidescan and sub-bottom profiler data is fragmented with several companies occupying niche areas, and we face competition from different companies with respect to our different products.

In the field of geophysical products, Triton Imaging Inc., a US-based company, now part of the ECA Group (Toulon, France), Chesapeake, a US-based company, and Oceanic Imaging Consultants, Hawaii, USA, dominate the market with an estimated 25% each of world sales, while we believe that we control approximately 5% of world-wide sales.

GNSS Aided Inertial Positioning and Attitude Measurement Systems (“Motion Products”)

In the field of motionGNSS-aided inertial positioning and attitude sensing equipment, where our product addresses a small partsegment of the overall market, we believe that we have four principal competitors: TSS (International) Ltd in Watford, EnglandTeledyne Marine (part of US based Teledyne Technologies Inc.) which is focused on the mid-performance segments with aboutan estimated 25% of the world market; Ixsea,iXblue, a French company which covers all segments, with aboutan estimated 20% of the market; Kongsberg Seatex AS, a Norwegian company (part of Kongsberg Gruppen) which has products across all segments, with aboutan estimated 15% of the market; and Applanix, a Canadian company now part(part of TrimbleTrimble) which has one major product focused on the high end of the market, with aboutan estimated 20% of the market. We believe that our market share in the fieldthis market segment of motion sensing equipment is only about 5%. This market is fiercely competitive and with the advancement of technology coupled with the development of autonomous land and marine platforms there are new entrants toadditional vendors in the market such as SBG Systems S.A.S (a French based manufacturer of motion sensors). Due to the price pressure in this market, we are sellingWe sell our products more in conjunction with our real time 3D sonars than on a standalone basis. However, with the developmentMOTION range as part of our newequipment suite to complement our 3D sonar range as well as supplying it individually. The development and introduction of our F280 Series^®product, this of GNSS Aided Inertial Positioning and Attitude Measurement System^® constitutes our new generation of Motion Products and gives us the opportunity to increase our market share.

Real Time 3D/4D/5D and 6D Volumetric Sonar

In the field of Real Time 3D/4D/5D imaging, we are unaware of other companies offering a similar product. In this context it is important to understand some of the capabilities we bring to this field include:

The entry into this market is dependent upon specialized marine electronics, acoustic and software development skills. The learning curve, which has resulted in the advancement of our real time 3D sonar device, is the culmination of two decades of research and development into this field. Companies such as Kongsberg Gruppen, R2Sonic, LLC, Tritech International Ltd., United Kingdom, BlueView Technologies Inc., USA (now a part of Teledyne Technologies Incorporated), and Norbit Group AS Norway are examples, but none of these sonar offerings are directly comparable or competitors to our real time volumetric 3D/4D/5D and 6D sonar solutions.solutions as their scanning sonar, single beam or multibeam sonars are not real time 3D imaging sonars and therefore cannot image moving targets underwater. Specifically, we believe that they do not have the same capabilities as our Echoscope^® technology in terms of generating real time inspection and monitoring by generating 3D, 4D, 5D and 6D images of moving objects underwater including in environments in low or zero visibility conditions. Nor do they have the ability to use a single sonar for multiple real time 3D3D/4D images simultaneously. Notwithstanding it should be noted that Teledyne has acquired a significant number of substantial subsea companies (examples are Reson and BlueView). Teledyne has much greater resources, liquidity and market reach than our Company and has many operating verticals. We therefore can give no assurance that companies such as these will not enter this market. Furthermore, companies such as Kongsberg Gruppen and Teledyne can expend significantly more in any one fiscal year on R&D and Business Development, key pillars for increasing market share of underwater imaging sonars, than Coda Octopus. Notwithstanding, we believe that our recent development and introduction of 5D/6D - Echoscope PIPE^®) sonar capability in conjunction with our software (4G USE^® a multi-sensor platform) further distinguishes our volumetric sonars and significantly extends our lead over competitors in the subsea imaging market. We are not aware of any other imaging sonars in the market capable of generating real time 5D and 6D imagery underwater.underwater, which are Coda Octopus inventions. The innovations around Echoscope PIPE^® are the subject of numerous patent applications.

We seek to compete on the basis of producing high quality products employing cutting edge technology that is easy to use by operators without specialized skills in sonar technology. We intend to continue our research and development activities to continually improve our products, seek new applications for our existing products, to develop new innovative products and grow the market for our products and expertise.

In our Services Segment, we are exposed to the following competitive challenges:

Marine Engineering Businesses

Through our marine engineering operations, Coda Octopus Colmek, Inc. and Coda Octopus Martech Limited, we are involved in custom engineering for the defense industry in the United States and in the United Kingdom. Martech competesand Colmek compete with larger contractors in the defense industry. Typical among these are Ultra Electronics, BAE Systems, and Thales, all of whom are also partners on various projects. In addition, the strongest competitors are often the clients themselves. Because of their size, they often have the option to proceed with a project under their Prime Defense Contract in-house instead of outsourcing to a sub-contractor like Martech or Colmek.

Intellectual Property

Our product portfolio and technologies are protected by intellectual property rights including trademarks, copyrights and patents. In the last 23 years we have advanced our existing sonar technology and have filed a number of significant patents applications pertaining to these inventions including covering our newly innovated 5D and 6D sonars. Furthermore, we have recently been awarded a patent which concerns a method of predicting and adjusting the laying of cable using sonar imaging. This is a significant patent for Offshore Renewables Market (Wind Energy), which is a rapidly increasing market sector and an important one for our growth. Our Echoscope^® and Echoscope PIPE^® technology is used for real time monitoring of cable installations for offshore wind projects. This Method which we have patented is used in conjunction with our Echoscope and automates the tracking of the cable (thus removing the need for an Echoscope^® operator who previously would be manually clicking on the cable touchdown point). This method covered by our recently awarded patent also projects the cable touchdown point.

Patents

Our patented inventions along with our strategy to enhance these inventions are at the heart of the Company’s strategy for growth and development. We expend a material part of our cash resources in building our Patent Portfolio. In the 2022 Financial Year we added two new patents to our portfolio. We also incentivize our staff by having in place a Patent Reward Scheme.

Our patent portfolio consists of the following:

* This is a significant patent as it covers our new innovation relating to our 5D Real Time Imaging Sonar (a real time sonar providing full time series 3D data) – See above where we discuss more about 5D Sonars under section “About the Company’s 5D and 6D Sonars Innovations”.

** This is a significant patent for Offshore Renewables Market. Our Echoscope^® technology is used for real time monitoring of cable installations for offshore wind projects. This Method, which we have patented, is used in conjunction with our Echoscope® technology and automates the tracking of the cable (thus removing the need for an Echoscope^® operator who previously would be manually clicking on the cable touchdown point). This method also projects the cable touchdown point.

***These will be granted once we have paid the necessary fees and completed certain applications.

Trademarks

We own the registered trademarks listed below and they are used in conjunction with the products that we market and sell:

Coda^®, Octopus^®, CodaOctopus^®, CodaOctopus & Design®Design^®, Octopus & Design^®, F180^®, F280^®, F280 Series®Series^®, Echoscope®Echoscope^®, Echoscope 4G^®, Echoscope 5D^®, 5D Echoscope^®, Echoscope 6D^®, 6D Echoscope^®, Echoscope PIPE^®Ping-Pong Echoscope Sonar®Sonar^®, Ping-Pong Echoscope®Echoscope^®, Ping-Pong Sonar®Sonar^®, 4G Underwater Survey Explorer®Explorer^®, 4G USE®USE^®, Echoscope Sequencer^®, Survey Engine^®, Dimension^®, DAseries^®, GeoSurvey^® CodaOctopus^® Air, CodaOctopus^® Vantage; CodaOctopus^®UIS; CodaOctopus^® USE, Sentiris^® and Thermite^®.

In addition, we have registered several internet domain names including www.codaoctopus.com; www.codaoctopusgroup.com; www.colmek.com and www.martechsystems.co.uk.

Research and Development (“R&D”)

Research and Development is foundational to our business strategy to ensure our growth strategy and maintain our competitiveness. During the fiscal years ended 20202022 and 2019,2021, we spent $3,188,389$2,237,920 and $2,801,331 (a 13.8% increase),$2,982,676, respectively, on Research and Development. R&D, representing a 25.0% reduction. With the crystallization of our sonar series developmentsseveral significant hardware development projects by the Company, research and our F280® inertial navigation system, we would expect R&D expenditures in this area to be less in 2021 fiscal year.development has fallen.

Our products are complex and therefore we can give no assurance that even with spending a significant part of our resources on R&D, we will be successful in our development goals.goals or realized significant monetization of these developments. Furthermore, even following launch of any product we may not succeed. Moreover, we may incur significant research and development expenditures without realizing viable products.

Government Regulation

Because of the nature of some of our products, they may be subject to export control regimes including in the United States, United Kingdom, Denmark and Australia where we conduct business operations. Where our products are subject to such export control requirements, they may only be exported to our customers if there is a valid export license granted by the relevant government body. Moreover, these regulations may change from time to time in these jurisdictions, including the United States, depending on the existing relationship with the country to which the goods are exported. See Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operation) for further discussion on this.this topic.

We are also required to maintain certain accreditations such as ISO 900 accreditation, cyber security certifications including Cyber Essentials and NIST, approvals to hold government items or materials and/or certain personnel or facility clearances.

In addition, as a provider for the US Government, we may be subject to numerous laws and regulations relating to the award, administration, Defense Federal Acquisition Regulations (“DFARs”) and performance of US Government contracts, including the False Claims Act. Non-compliance found by any one agency could result in fines, penalties, debarment, or suspension from receiving additional contracts with all US Government agencies. Given our dependence on US Government business, suspension or debarment could have a material adverse effect on our business and results of operations. In addition, the costs of complying with some of the regulations including DFARS may be prohibitive.

Employees

As of the date hereof, we employ approximately 11083 employees worldwide, of which 12 hold management positions. A large majority of our employees have a background in science, technology and engineering, with a substantial part being educated to degree and PhD level. None of our employees are employed under a collective agreement and we have not experienced any organized labor difficulties in the past.

ITEM 1A. RISK FACTORS

Not required for smaller reporting companies.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 2. PROPERTIES

Orlando, Florida

Our corporate offices are co-located with our subsidiary Coda Octopus Products, Inc. in Orlando. We own these business premises comprising 3,000 square feet that includes office space and R&D facilities.

Salt Lake City, Utah, USA

Coda Octopus Colmek operates from its premises which comprises 16,000 square feet and includes production,manufacturing, R&D Facilities and office space. These premises are owned by Coda Octopus Colmek.

Edinburgh, Scotland, UK

Coda Octopus Products Limited (Edinburgh based) operates from its premises comprising 12,070 square feet of internal space and includes production,manufacturing, R&D Facilities and office space. These premises are owned by Coda Octopus Products Limited.

Copenhagen, Denmark

As a mitigation strategy in relation to the UK leaving the European Union membership, thus limiting trade relations with EU member states, we have established a Danish subsidiary, Coda Octopus Products A/S and leased business premises in Copenhagen, Denmark. The lease runs fromis a fixed term lease for the period September 1, 2019 to September 1, 2023 with a clause allowing us to break the lease with effect from September 1, 2021 uponand continues unless 6 months’ notice.notice is given in advance.

Annual rent is DKK 131,625142,893 plus Value Added Tax (being an equivalent of $19,660$20,472) per annum) with an annual increase of 3%.

Portland, Dorset, UK

Martech uses premises owned by Coda Octopus Products Limited. These premises are located in the Marine Center in Portland, Dorset, United Kingdom, and comprise 9,890 square feet. The building comprises both office space and manufacturing and testing facilities. The leaseMartech is on a rent-free basis for a period of 2 years expiring December 31, 2020. After this Martech will resume paying Coda Octopus Products Limited rent amounting to the equivalent of $56,457$53,803 per annum.

All non-US Dollar denominated rents are stated according to prevailing exchange rates as of the date of each respective lease agreement.

ITEM 3. LEGAL PROCEEDINGS.

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

Not Applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock has been traded on the Nasdaq Capital Market under the symbol “CODA” since July 19, 2017. Prior thereto, it had been quoted on the OTCQX since February 8, 2017, under the symbol COGI, and prior thereto, on the OTC Pink Sheets under the symbol CDOC. The following table sets forth the range of high and low bid prices of our common stock as reported and summarized on the Nasdaq, for the periods indicated. These prices are based on inter-dealer bid and asked prices, without markup, markdown, commissions, or adjustments and may not represent actual transactions.

We have not declared or paid any cash dividends on our common stock, and we currently intend to retain future earnings, if any, to finance the expansion of our business, and we do not expect to pay any cash dividends in the foreseeable future. The decision whether to pay cash dividends on our common stock will be made by our board of directors, in their discretion, and will depend on our financial condition, operating results, capital requirements and other factors that the board of directors considers significant.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OPERATIONS

Forward-Looking Statements

The information herein contains forward-looking statements. All statements other than statements of historical fact made herein are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations.

The following discussion and analysis should be read in conjunction with our financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

General Overview

We operate two distinct business operations. These are:

Our Marine Technology Business is a technology solution provider to the subsea and underwater market. It has a long-established pedigree in this market, and it innovates, designs, develops and manufactures proprietary solutions for this market (both for commercial and defense applications) including our range of flagship volumetric real time sonar solutions.solutions and our diving technology.

These solutions and products are used primarily in the underwater construction market, offshore oil and gas, offshore wind energy industry, and in the complex dredging, port security, mining and marine sciences sectors. Our customers include service providers to major offshore renewable companies, oil and gas (“O&G”) companies, law enforcement agencies, ports, mining companies, underwater vehicle manufacturers, Prime Defense Contractors as OEM integrators, defense bodies, fisheries and research institutes.

Our Marine Engineering Business is a supplier of engineering services and embedded solutions (such as mission computers) to prime defense contractors such as Raytheon, Northrop Grumman, Thales Underwater, Atlas Electronik UK and Northrop Grumman.Babcock International Group. Generally, the items supplied into the defense market are sub-systems in broader mission critical integrated systems and thus requires a high level of reliability, consistency in standards and robustness.

We have long-standing relationships with prime defense contractors, and we use these credentials to secure more business. We support some significant defense programs by supplying and maintaining proprietary parts (or parts for which we are preferred suppliers) through obsolescence management programs. These services provide recurring stream of revenues for our Services segment.

Both the Marine Technology Business and Marine Engineering Business have established synergies in terms of customers and specialized engineering skill sets (hardware, firmware and software) encompassing capturing, computing, processing and displaying data in harsh environments.

Factors Affecting our Business

Our business is affected by a number of factors including those set out below:

The UK was a member of the European Union member states for close to 50 years. This membership enabled the freedom of movement of goods, persons, capital and services between member states. Following a referendum in 2016 where the country voted to leave the EU, theEU. The UK withdrew from its membership of the EU on December 31, 2020. This withdrawal removed these rights.all rights which the UK previously enjoyed as a member.

As part of the withdrawal, the UK Government and EU reached an agreement on December 30, 2020, on trade in certain areas. At this stage there is scant analysis available on the details of the trade agreement concluded between the parties. However, from the information available we understand that for the solutions and products we supply to the EU member states, there will be no trade tariffs or quotas (applicable at this stage).

However, theThe change in the UK EU membership status still adversely impacts our business in a number ofseveral important areas:

Since there is scant detailed analysis available on the recently concluded trade agreement between the UK and the EU, including preconditions, reservations and exclusions that may be present, the full implications for the Company are, at this stage, not completely clear.

The Company established a company, Coda Octopus Products A/S, in Denmark to maintain a presence in the European Union and to address some of the foreseeable issues. Even with the trade deal in place, thisThis subsidiary is still considered importantcrucial for the Company.our continued relationship with EU customers.

The Company’s operations are split between the United States, United Kingdom, Denmark, India and Australia. A large proportion of our consolidated revenues (approximately 47%) and costs(53.9% in the 2022 FY) are incurredgenerated outside of the USA with a significant part (46% ofUnited States by our total revenues) of thatforeign subsidiaries in the United Kingdom (“UK”). and Denmark. In addition, a significant part of our assets and liabilities (both current and fixed) is held in British Pounds and Danish Kroner by ourthese foreign subsidiaries. Foreign Currency Translations as they pertain to our assets and liabilities are translated at the prevailing exchange rate at the balance sheet date and related revenue and expenses are translated at weighted average exchange rates in effect during the period (see paragraph n (Foreign Currency Translation) of Note 2 – Summary of Accounting Policies of our audited Consolidated Financial Statements as of October 31, 2022). Significant currency fluctuations (particularly the British Pound and/or the Danish Kroner, Euros, versus the US Dollar) may affect our financial results and the value of our assets. WithWe are therefore subject to currency fluctuation risks. In the conclusionCurrent 2022 FY, due to the sharp depreciation of the trade agreement betweenPound, Danish Kroner and Euros against the UK and EU,USD, our revenues were impacted by $1,192,833 when applying the same exchange rate in the 2021 FY.

Inflation measured as the Consumer Price Index is significant in the countries in which we anticipate that unlikeoperate. In the last 4 years which saw increased volatility between the British Pound and other major currencies, including the US Dollar, it will be more stable.

twelve months to October 31, 2022, these were:

General Impact

The global outbreak of the Coronavirus has resulted in governments throughout the world, implementing measures restricting the freedom of movement of people and curtailment of business activities including business closure to curb the spread of the coronavirus.

Our business started to be impacted in February 2020 when several significant industry events such as trade shows important for the promotion and marketing of our products were cancelled. In addition, several navy projects which had been scheduled for implementation were indefinitely postponed in February 2020. During March 2020, governments introduced “global restrictions of movement” that impacted our ability to conduct much of our income generating business activities. Our financial performance was materially impacted in the second quarter of 2020. In the Third Quarter we saw improvement in market conditions. However, in the Fourth Quarter with the resurgence of the so-called “second wave”, our operations were once again hampered with various degrees of closure of the business or reduction in activities to comply with Government regulations or to perform company-wide COVID-19 tests, all of which resulted in substantial fall in business productivity, the decline of revenues in the Fourth Quarter of our fiscal year along with increased costs of operation associated with our Pandemic response. The Pandemic has affected the industry in which our businesses operate in and has resulted in reduced demand for our goods and services in the 2020 FY resulting in a material fall in our revenues with total operating expenses remaining at the same level thus resulting in a fall in our net earnings in the 2020 FY.

In January 2021, the UK Government imposed the highest level of restrictions limiting business operations. Our UK Business is therefore affected and will largely remain closed for the months of January and February 2021. Since we are a manufacturing company, it is increasingly difficult and not financially viable to institute remote working.

Impact on Revenues and Earnings

Until the business environment normalizes, we are uncertain as to the extent of the impact the coronavirus outbreak will have on our future financial results. In the 2020 FY we have experienced three full quarters of the coronavirus impact and our financial results have been negatively impacted as we are seeing less demand for our goods and services and at the same time increased costs associated with managing the Pandemic response in the Company. Furthermore, the ability to continue to implement projects successfully is impacted by rules requiring staff to quarantine (which can be for many weeks). This is further compounded by the size of our business, where often, key functions are concentrated in a small team of staff members who may all be affected by this issue at the same time.

On the Products Business side, a significant part of our revenues is generated from field customer support work (training, assistance in mobilization of equipment or operating the equipment on behalf of our customers). Coronavirus has caused many of these field projects to be postponed indefinitely – which in turn negatively affects our revenues and financial results. This is evident in our rental income which is down by 51.5% in the 2020 FY over the 2019 FY. We believe that travel will not be normalized for much of 2021 and therefore we believe that we will continue to be impacted by the Pandemic (even with the vaccination program now being implemented).

On the Services Business side, travel is also an important element as many of its engineering projects require customers to attend its premises to conduct Critical Design Reviews (“CDRs”). The Coronavirus outbreak has resulted in travel restrictions due to customers’ policy or quarantine requirements. This in turn has resulted in the delay in many engineering projects, thus negatively impacting our revenues and financial results. This business is also affected by the same business interruptions caused by requirements for staff members to self-isolate and this may be an entire team, affecting our ability to operate the business and perform customer projects. It has also dampened demand for our services as many purchasing decisions have been deferred due to many Government employees’ working from home making it difficult to take these decisions in accordance with their practices.

Government Policies on Coronavirus

Our operations are based in a number of countries, with each country establishing different rules related to coronavirus including rules on restricting business operations, limiting staff travel work and quarantining rules. This has generally resulted in a much less predictable working environment for planning and delivering customer projects and project cost management. Several implications flow from this including:

Impact on Liquidity, Balance Sheet and Assets

Failure to curb the coronavirus Pandemic in the near future, coupled with a downturn in the global economic outlook, may adversely impact on our availability of our free cashflow, working capital and business prospects. As of October 31, 2020, we had cash and cash equivalents of approximately $15.1 million and for the year then ended we generated approximately $4.4 M of cash from operations. Based on our outstanding obligations including loans and notes payable, their terms and our cash balances we believe we have sufficient working capital to effectively continue our business operations for the foreseeable future.

Products Business Outlook

In the 20202022 FY the Products Business revenues fell by 12.6% compared to the previous 2019 FY. This was largely due to the business interruption caused by the coronavirus outbreakimpact of Inflation has not been material since we were holding significant inventory and the restrictive measures putalso had our salaries and professional fees in place by various governments to contain the virus.

The coronavirus outbreak started to impact our business at the beginning of the second quarter of the current fiscal year (February 2020). The outbreak has limited the number of offshore projects which are undertaken by our customers. This has resulted in2022 FY. However, we believe global inflation will pose a significant fallrisk to our business in the category of revenues relating to project work (rentals) which fell in the 2020 FY by 49.4% and was $1,361,151 compared to $2,688,570 in the 20192023 FY. In addition, we have seen a reduced demand for our products and services, which are attributed to the Pandemic, its impact on spending by our customers and also change in policy of the United Kingdom and USA Government concerning exporting of our products to China. In the current fiscal year, we have had the equivalent of $1,300,000 of orders intended for China refused by the UK Government. This is material for our business.

The Products Business operations are global and much of our income generating activities require us to attend customer sites, often on an offshore vessel. Offshore activities now require more planning to ensure personnel entering the offshore facility are virus-free. The new norm requires personnel to be quarantined for a 14-day period in the country where the job site is located, prior to entering the vessel. This limits available resources for customer projects (as project implementation time is likely to increase by the 14 days arrival quarantine and the additional 14 days upon return to home country). It also increases the costs of executing these projects.

A significant part of the Products Business human capital and resources are based in the UK. The UK Government has introduced a tiered system to manage the coronavirus outbreak in various regions of the UK. In January 2021, the Scottish Government moved to the highest levels of restrictions which introduced a national lockdown for the period of January. This restricts our ability to operate the business and we anticipate that this will adversely affect our revenues.

A substantial part of our revenues is generated by our UK operations. With the UK leaving the European Union, we believe that we will realize less sales from the EU member states countries.

We rely on specialist software development skills. There is an acute shortage of these skills which has resulted in reduced resourcing of these skills inInflation affects our business in several areas and at the same time significantly increased costs associated with securing these skills. This could impact our ability to service and develop our products and/or serve to increasetherefore our overall costs,financial results. For further discussions on Inflation see the relevant section of Item 7 MD&A which concerns “Inflation and therefore impact on our financial results.Foreign Currency”.

We rely on sophisticated electronics for our products and we anticipate delay in the supply chain and increase in price. This may affect, among other things, our gross margins and ability to fulfill customer orders in a timely manner along with a resulting decline in revenues.

Services Business Outlook

In the 2020 FY the Services Segment revenues fell by 27.8% compared to FY 2019.

This is due to the impact of the coronavirus outbreak which has resulted in reduce demand for our services. In addition, our engineering projects require customers to attend our sites for Critical Design Reviews (“CDRs”). Due to the policy of many organizations to limit travel to “essential travel only”, many CDRs are postponed and this negatively impacts on the advancement of the engineering projects which will impact revenues. The Services Business is likely to continue to be impacted until the curtailments caused by the coronavirus are removed.

The Services Business is also impacted by the change in the US Administration. This will result in a delay in approving the budget and making the appropriations. In addition, there may be changes in the Government’s Defense Spending priorities which could affect the programs that use our products. This could be further compounded where the new Administration in the Senate is operating on a slim majority – which may result in further delays in the finalization of the Federal Defense Budget.

We sell our products globally and increasingly to Asia. The recent change in both the US and UK GovernmentsGovernments’ attitude (and to a lesser extent the European Union member states) towards trade with China, directly affects the sale of our products to customers based in China. Our real time 3D sonars which are depth rated above 300 meters along with our inertial navigation and attitude measurement sensors (F280^®series) are subject to export control for certain countries, including China and therefore requires an export license. We also are not allowed to promote our DAVD technology in China.

RecentlyOn December 22, 2020 the US Government Department of Commerce (Bureau of Industry and Security)Security, Commerce) amended the Export administrationAdministration Regulations (EAR) to add seventy sevenseventy-seven (77) Chinese entities “determined ….to be acting contrary to the national security or foreign policy interests of the unitedUnited States”. The amended EAR in general states that there is a “presumption of denial” of grant of export licenses to these entities and their affiliates. In a new pronouncement dated November 4, 2021, the US Government has expanded the list significantly which is an indication that the US Government policy and disposition towards China is hardening and companies in the technology space will increasingly find it difficult to sell to China due to government restrictions.

The UK Government is generally in lock step lock with the US Government’s position and recently, has refused to grant export licenses for several of the Company’s applications for end users in China for the first time in 25 years of our dealing with the UK Export Control Organization. The curtailment of access to this market due to refusal to issue export licenses is likely to significantly impact our revenues from Asia.

Furthermore, even though our sonars which are depth rated at 250m or less do not require export licenses for China, and our other products such as our geophysical products and Pan & Tilt devices, the UK Customs are now indiscriminately seizing these itemsall our shipments which are destinedconsigned for China.

In 20202022 FY we were unablerealized much less in sales to meet demand for $1,300,000China, and we believe this is a result of sales order for China, due to refusal by the UK Government to issue export licenses.political environment.

The removal of China as a trading partner is likely to have significant negative impact on our revenues and growth strategy. China has one of the largest planned investment programs for offshore renewables, the market for which most of our technology is used for in China. After significant business development in China, we had started to see persistent and credible growth for our products in this market. Unless there is a change in this policy, we are likely to see a decline in growth and sales into the Chinese Market. It is estimated that around 50-75 multibeam sonars are sold

We rely on the availability of raw materials including electronic assemblies and semiconductor to China Commercial Market each year (approximately $10 million). It is thismanufacture our products and solutions and offer our engineering services. 

Due to the exceptionally high demand in the semi-conductor market we had started to make significant inroads in to increase our global market share. Unless the Government’s current policy/stance changes and becomes favorable to resumption of trade with China,limited supplies available, we are unlikelyexperiencing extreme lead times for components which are necessary for the manufacture and service of our products and providing engineering design services by our Engineering Business. We are also seeing significant price increases for these and other routine components. Both the extended lead time, in some instances 99 weeks lead time is being quoted by suppliers, and the price increase may affect our ability to realize this potential, imminently.

meet customer requirements and make the prices of our products or engineering service uncompetitive. The priceProducts Business may reasonably endeavor to reduce the impact of commodities,the extended lead times we are experiencing by priming well in particular oil and gas (“O&G”) has a directadvance our supply chain as far as possible. However, the impact on the Products Business.Engineering Business is more severe and could grind their operations to a halt since this part of our business does not know what components are required until their customers place an order for bespoke engineering work packages. We therefore have a high risk that our Engineering Business’ may be severely impacted by the shortages that we are currently experiencing. The declineincreased inventory evidences our mitigation strategy to increase inventory where we can and, in O&G prices since 2014 withthis regard, a partial recovery since 2016 has resulted in large scale reductions in capital and operational expenditures and seismic changessignificant part of our cash resources in the subsea market. This directly impacts on the Products Business by reducing the quantity of sales and rentals into O&G and related markets. O&G has remained very competitive and customers are increasingly seeking significant discounts to place orders. Around 5% of the Marine Technology Business revenues emanates from this sector. Historically, and prior to the price downturn, the vast majority of2023 FY is geared towards supporting our revenues were generated from the O&G sector.supply chain requirements.

Our technology is based on electronics that are designed and manufactured to our specification exclusively for us. These electronic components are costly. Advancement in technology may make these specialized components or circuits obsolete. Reengineering these key components could result in significant capital expenditure and also may cripple the production of our products since quick replacements cannot be found.found and would require new engineering work. Furthermore, there is no broader market for these components.

In addition to the disruption in the Supply Chain, we are also experiencing very significant increase in price of raw materials which we are unlikely to be able to pass on to our customers. These increases may make the cost of making our products prohibitive and uncompetitive and could affect our margins and also the viability of our business.

We are experiencing extreme shortage of personnel with key skills which are critical to our business, such as electronic engineers, software development skills, technical support engineers, field support engineers and sales and business development skills. This situation is further compounded by significant increases in wages and salaries. In addition, with the UK withdrawing from EU membership, this exacerbates an already critical situation for businesses. In the UK where we have a significant part of our activities including Manufacturing and Research & Development, there is acute shortage of skills and many industries demanding pay increases in excess of current inflation rate of 11.1%. The UK is seeing extensive strike actions across the country, and this will put further pressure on businesses to meet and exceed inflation-proof salary increases. This is likely to increase the cost of operations, in particular, our SG&A expenditures in the 2023 FY.

As a small business, we are hindered in our ability to compete for certain specialized electronic engineering skills as our remuneration package is not as competitive as those offered by bigger companies which are competing for the same skills.

We are looking to address the skills shortage by establishing a subsidiary in India, where software development skills and support engineers’ skills are more readily available (as we do not believe the local situation will improve in the near future- given the different Tech companies that are competing for the same skills). We can, however, give no assurance that this will serve as adequate mitigation for this issue.

We are dependent on the timely allocation of funds to defense procurement by governments in the United States and the United Kingdom. A large part of our revenues in the Services Segment derives from government funding in the defense sector. In general, where there is a change of government, spending priorities may change from those priorities of the previous Administration. This may adversely impact on our revenues. SinceFurthermore, the US GovernmentFederal Defense Budget is due to change in January 2021, this introduces a number of uncertainties including the new Government’s defense priorities and its ability to find consensus in the Senatedependent on the Defense Budget. ThereNew Administration being able to secure approval in Congress for the defense budget. The slim majority on which the current Administration operates is therefore a high probability that this will have an adverse impactlikely to hinder future spending on the order take of the Services Business in the 2021 calendar year.new defense projects.

Due to the fact that in relative terms we are a small business, we are hindered in our ability to compete for certain specialized electronic engineering skills as our remuneration package is not as competitive as those offered by bigger companies. This is further compounded by the UK leaving the European Union which now restricts our ability to recruit outside of the UK. We are also currently suffering from acute shortage of software resources which could hamper our ability to support our products and therefore impact on revenues and growth plans.

We lack the financial resources to advance our flagship technology at the commercially appropriate pace required to capture new markets and increase our sales which could facilitate new entrants to the market. For example, Teledyne Technologies Incorporated, a multi-billion company, has in recent years acquired a number of subsea companies that may speed up their entry into our market.

In relative terms, the Company has limited external sources of capital available, and as such is reliant upon its ability to sell its products and services to provide sufficient working capital for its operations and obligations. Notwithstanding, on or around November 27, 2019 the Company secured a $4 million Revolving Credit Line from HSBC NA, its current bankers which can be used for working capital purposes, including expansion activities as required.

A significant part of our growth strategy is predicated on our flagship real time volumetric imaging sonar technology.technology and our Diver Augmented Vision Display (DAVD) solution. The technology space is inherently uncertain due to the fast pace of innovations and therefore we can give no assurance that we can maintain our leading position in the real time volumetric imaging sonar marketthese areas or that innovations in other areas may not surpass our unique capabilitysolutions that we currently supply to the subsea market. An example of new technology entering the subsea market is LIDAR technology. However, unlike our sonar technology, LIDAR technology cannot be employed in zero visibility conditions and cannot generate a volume pulse or image moving objects.objects required for real time inspection and monitoring underwater.

Critical Accounting Policies and Estimates

This discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements that have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The preparation of financial statements in conformity with US GAAP requires our management to make estimates and assumptions that affect the reported values of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported levels of revenue and expenses during the reporting period. Actual results could materially differ from those estimates.

Below is a discussion of accounting policies that we consider critical to an understanding of our financial condition and operating results and that may require complex judgment in their application or require estimates about matters which are inherently uncertain. A discussion of our significant accounting policies, including further discussion of the accounting policies described below, can be found in Note 2, “Summary of Accounting Policies” of our Consolidated Financial Statements.

Revenue Recognition

All of our revenues are earned under formal contracts with our customers and are derived from both sales and rental of underwater technologies and equipment for imaging, mapping, defense and survey applications, diving technology and from the engineering services that we provide. Our contracts do not include the possibility for additional contingent consideration so that our determination of the contract price does not involve having to consider potential variable additional consideration. Our product sales do not include a right of return by the customer.

With regard toRegarding our Products Segment, all of our products are sold on a stand-alone basis and those market prices are evidence of the value of the products. To the extent that we also provide services (e.g., installation, training, etc.), those services are either included as part of the product or are subject to written contracts based on the stand-alone value of those services. Revenue from the sale of services is recognized when those services have been provided to the customer and evidence of the provision of those services exist.

For further discussion of our revenue recognition accounting policies, refer to paragraph h of Note 2 paragraph h – “Revenue Recognition” in these financial statements.our Consolidated Financial Statements.

Stock based Compensation

We recognize the expense related to the fair value of stock based compensation awards within the consolidated statements of income and comprehensive income. The fair value of stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the periods in which the related services are rendered.

Income Taxes

The Company accounts for income taxes in accordance with Accounting Standards Codification Topic 740, Income Taxes (ASC 740). Under ASC 740, deferred income tax assets and liabilities are recorded for the income tax effects of differences between the bases of assets and liabilities for financial reporting purposes and their bases for income tax reporting. The Company’s differences arise principally from the use of various accelerated and modified accelerated cost recovery system lives for income tax purposes versus straight line depreciation used for book purposes and from the utilization of net operating loss carry-forwards.

Deferred tax assets and liabilities are the amounts by which the Company’s future income taxes are expected to be impacted by these differences as they reverse. Deferred tax assets are based on differences that are expected to decrease future income taxes as they reverse. Correspondingly, deferred tax liabilities are based on differences that are expected to increase future income taxes as they reverse. Note 78 to the Consolidated Financial Statements discusses the amounts of deferred tax assets and liabilities, and also presents the impact of significant differences between financial reporting income and taxable income.

For income tax purposes, the Company uses the percentage of completion method of recognizing revenues on long-term contracts which is consistent with the Company’s financial reporting under U.S. GAAP.

Goodwill and Intangible Assets

Goodwill and intangible assets consist principally of the excess of cost over the fair value of net assets acquired (i.e., goodwill), customer relationships, non-compete agreements and licenses. Goodwill was allocated to our reporting units based on the original purchase price allocation. Goodwill is not amortized and is evaluated for impairment annually or more often if circumstances indicate impairment may exist. Customer relationships, non-compete agreements, patents and licenses are being amortized on a straight-line basis over periods of 2 to 15 years. The Company amortizes its limited lived goodwill and intangible assets using the straight-line method over their estimated period of benefit. We periodicallyannually evaluate the recoverability of goodwill and intangible assets and carefully consider events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists.

Step 1 of the goodwill impairment test used to identify potential impairment compares the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value, which is based on future discounted cash flows, exceeds the carrying amount, goodwill is not considered impaired. If the carrying amount exceeds the fair value, the second step (Step 2) must be performed to measure the amount of the impairment loss, if any. The Company will early adopthas adopted Accounting Standards Codification 2017 – 04, Simplifying the Test for Goodwill Impairment, which permits the Company to impair the difference between the carrying amount in excess of the fair value of the reporting unit as the reduction in goodwill. ASC 2017-04 eliminates the requirement in previous GAAP to perform Step 2 of the goodwill impairment test.

At the end of each year, we evaluate goodwill on a separate reporting unit basis to assess recoverability, and impairments, if any, are recognized in earnings. An impairment loss would be recognized in an amount equal to the excess of the carrying amount of the reporting unit compared to the fair value of the reporting unit. To date, the Company has not had any goodwill impairments.

Fiscal Year 20202022 Consolidated Results of Operations

For the purpose ofIn this Form 10-K, 2020the following meanings are ascribed to the terminologies set out immediately below:

In the Current FY meansrevenues increased by 4.2% over the fiscal year ended October 31, 2020Previous FY, Gross Profit Margins fell by 0.9%, total operating expenses fell by 6.8% and 2019 FY means the fiscal year ended October 31,2019.

Our consolidated financial resultsoperating income increased by 30.4%. Net income before taxes fell by 2.3% and after taxes by 13.1%. The main factor is that in the 2020Previous FY were down compared towe recorded in “Other Income” exceptional items totaling $1,350,440 (comprising Paycheck Protection Program (“PPP”) and Employment Retention Credits (“ERC”)) contributions whereas in the 20192022 FY we recorded $88,917 comprising ERC. Without these exceptional items in both the Current FY and Previous FY, net income before taxes would have been $5,043,418 and $3,902,804, respectively, thus representing a 29.2% increase in net income before taxes in the 2022 FY. This is due to

Our revenues in the ongoing impactCurrent FY have been materially affected by the sharp depreciation of the Pandemic. This has resulted in material business interruptions extending to bothPound, Danish Kroner and Euro against the USD our Products and Services operations. This has, amongst other things, resulted in increased project costs related to the cost of our Pandemic response, project delays, a substantial reduction in order in-take and demand for our products and services due to our customers largely being in the same situation.

During 2020 FY, the Marine Technology Business generated 56%reporting currency. A significant part of our consolidated revenues is translated from Pounds and Danish Kroners to USD. The overall impact of this currency fluctuation is $1,192,833, when using the exchange rate of the Previous FY.

In the Current FY the Products Business generated revenues of $14,724,688 compared to 52%$15,804,222 during the Previous FY. The part of the Products Business revenues generated by the Company’s foreign subsidiaries in the previous fiscal yearUK and Denmark, has been impacted by the significant fall in the Pound and the MarineDanish Kroner against the USD, our reporting currency. This means that when comparing the same exchange rate of the Previous FY, the Products Business revenues in the Current FY after translating from Pound to USD fell by $913,899. Therefore, without the significant depreciation of the Pound and the Danish Kroner against the USD in the Current FY, the Products Business revenue would have been $15,638,587 and in line with the Previous FY.

In the Current FY the Engineering Business generated 44%revenues of $7,501,115 compared to 48% in$5,527,305, an increase of 35.7%. However, the previous fiscal year.

Overall, consolidated revenues in the 2020 FY were down over the 2019 FY by 20%; Gross Profit marginally fell from 65.5% to 63.5%; Total Operating Expenses were down by 2.5%; Income from Operations was down by 55.2%; Net Income before Taxes was down by 45.4%. There were no material exceptional costs. A new financial event which occurred in Fiscal Year 2020 is that in the UK we had payroll grants from the UK Government under its Coronavirus Job Retention Scheme Program (“CJRS” of $257,844 as contribution to UK furloughed UK employees’ salary (as part of the support package for companies during the Pandemic). This is recorded in our accounts as a reduction of payroll (thus, SG&A expenses). In the 2020 FY our companies established in the USA received $648,871 as contribution to US employees’ salary during the Pandemic under the US Government Payroll Protection Program (“PPP”). This amount has now been forgiven under the Program and is recorded in our accounts as “Other Income”.

In the fiscal year 2020, R&D expenditures increased by 13.8% and SG&A expenditures were down 8.6%. We believe that we have realized a large part of our goals forEngineering Business was also impacted by the immediate developmentsignificant depreciation of the Pound against the USD and, as a direct result, revenues were adversely impacted by $278,934.

We are increasingly reducing the impact of currency fluctuations on our foreign subsidiaries revenues by transacting our sales in USD. In the Current FY, 46.1% of our real time volumetric sonar technology and other products. As such, it is our expectation that the Marine Technology Business will start reducing its R&D expenditures and now focus on its growth strategy thus redirecting resourcesrevenue was transacted in USD compared to marketing and business development.

Diver Augmented Visualization Display (“DAVD”) Progress

In 2018, pursuant to the terms of a Cooperative Research and Development Agreement (“CRADA”) we collaborated26.4% in the development of the first-generation prototype Heads Up Display (HUD) Unit for Naval Sea Systems Command (NAVSEA) in conjunction with Naval Surface Warfare Center, Panama Division. The first-generation prototype DAVD was signed off under the CRADA at the end of the calendar year in 2019. This product was approved for sale to the market, including the US Navy and is on the US Approved Navy Use (ANU) list along with certain models of our real time 3D sonar series. We also received an exclusive-license to use the face-plate invention and sell this to the commercial market. We have now started to sell GEN 1 DAVD systems and, also in 2020 we continued the funded development of GEN 2.Previous FY.

Despite the business interruption caused by the Pandemic, we were able to make significant progress in developing the second generation of the DAVD. We have also started to sell DAVD systems to NAVSEA.

A key pillar of our strategy is to increase the sale of our products into the Defense programs which increases funding available for the development and sale of our products.

Comparison of fiscal year ended October 31, 20202022, to fiscal year ended October 31, 20192021

The information provided below pertains to the Company’s consolidated financial results. For information on the performance of each Segment including the disaggregation of revenues and geographical split, see Note 1213 (“Segment Analysis”) of our audited Consolidated Financial Statements as of October 31, 20202022, and 2019.2021.

Revenue:

We realized a significant decreasean increase in revenues of 4.2% in the 20202022 FY compared to the 20192021 FY. This is due toHowever, as discussed above, the impactsharp depreciation of the Pandemic on our business which resulted in widespread and persistent business interruption causing downturnPound against the USD in the markets that we operate resultingCurrent FY has impacted our revenues generated by our foreign subsidiaries by $1,192,833 and thus our overall consolidated revenue in lower demand for our products and services. This in turn impacted on our revenue generation.the 2022 FY.

The Products Business revenues declined by 12.6%6.8% in the 2020 FY over the 2019 FY and the Services Business revenues declined by 27.8% over the said period. Notably, rental revenues generated by the Products Business suffered and declined by 49.4% in the 2020 FY comparedCurrent FY. This is largely due to the 2019 FY, where rental revenues were $1,361,151sharp depreciation of the Pound, Euro and $2,688,570, respectively.

Danish Kroner against the USD. A significant part of theour revenues recognizedis derived from our foreign subsidiaries in the 2020UK and Denmark and therefore for the purpose of reporting, the functional currencies of these subsidiaries are translated into USD. Applying the same exchange rate as the Previous FY, by bothrevenue of the Products Business and Serviceswas negatively impacted by $913,899. Without this sharp depreciation, the Products Business compriserevenue would have been largely in line with the 2021 FY.

The Engineering Business revenues increased by 35.7%. However, similarly, the foreign subsidiary part of orders received prior toEngineering Business based in the outbreakUK was also impacted by the sharp decline of the Pandemic. Our order book going into 2021Pound against the USD. Assuming the same exchange rate as the Previous FY (which our Business Plan is significantly weaker than previous fiscal years.geared to), revenue of the Engineering Business was negatively impacted by $278,934.

Within our 2020 FY Revenues we have $560,000 recognized for the sale of DAVD systems and approximately $1,000,000 for GEN 2 DAVD R&D developments.

During the 2020 FY, the Company had one customer from whom it generated sales greater than 10% of net revenues. Revenue from this customer was $4,273,702 or 21% of net revenues during the 2020 FY. Total accounts receivable from this customer at October 31, 2020 was $214,747 or 11% of accounts receivable.

Gross Margin:

Year Ended October 31, 2022			Year Ended October 31, 2021			Percentage Change
68.3% (Gross profit of $15,190,688)			69.2% (Gross profit of $14,769,718)			Decrease of 0.9%

Gross Profit Margins reported in our financial results may vary according to several factors. These include:

In the 20202022 FY Gross Profit Margins for the Products OperationMarine Technology Business were 80.0% compared to 80.5%79.9% in the 20192021 FY. For the Services OperationEngineering Business, these were 42.3%45.4% in the 20202022 FY compared to 49.7%38.6% in the 20192021 FY.

Since there are more variable factors affecting Gross Profit Margins in the ProductsMarine Technology Business, a table showing a summary break-out of sales generated by the ProductsMarine Technology Business in the 20202022 FY compared to the 20192021 FY is set out below:

In the 2022 FY the Products Business paid $596,426 in commission compared to $605,620 in the 2021 FY as there were less sales via our Agents/Distribution network.

In the Current FY the Products Business generated revenues of $14,724,688 compared to $15,804,222. The significant reduction in our rentalpart of the Products Business revenues is due to lower demand causedgenerated by the coronavirus Pandemic as customers are pursuing only essential projects. Most customers are still operating essential travel only policy (restricting thereforeCompany’s foreign subsidiaries in the number of projects that can be executed). Furthermore,UK and Denmark, has been impacted by the increasesignificant fall in outright sales means that there is an increase in commission payable which affectsthe Pound and the Danish Kroner against the USD, our margins. Inreporting currency. Therefore, assuming the mix of our products sales for 2020 FY we have new products which are now being sold, namely, DAVD HUD and Echoscope® C500 companion systems which are sold to the US Navy. Margins on the DAVD HUD and C500 companion systems are less than our margins yielded on our other products since this pricingsame exchange rate of the DAVD HUD takes accountPrevious FY, the Products Business revenues in the Current FY after translating from Pound to USD fell by $913,899. Without the significant depreciation of volume versus margins. In the event that we are successfulPound and Kroner against the USD in the Current FY, the Products Business revenue would have been $15,638,587 and largely in line with this product (i.e. it is reliable and delivers the functionality required for diving operations), we believe this could be a volume sale product.Previous FY.

For more detailed information on the composition and disaggregation of our revenues, please refer to Note 1214 (“Disaggregation of Revenue”) of our audited Consolidated Financial Statements of October 31, 20202022, and 2019 (“Segment Analysis” section).2021.

Research and Development (R&D):

WeResearch and Development costs are, in general, an inherent ongoing cost for the Marine Technology Business operations since it will need to either maintain the products it has in the market or continue to advance these products and its core technology to keep them competitive (both in price and performance) and to expand the product offerings which we have in the market.

Accordingly, we continue to invest in research and development to further our business goals including maintaining our lead in the real time volumetric imaging sonar sector (Products Segment)(Marine Technology Business) and becoming an embedded supplier of mission computers through re-engineering our Thermite® (now Thermite® Octal) via our Services Segment and launching derivatives of the newly designed Thermite® Octal. The key unique selling point for the Thermite® range is that we can customize these for specific customer requirements. Competing companies sell standard off the shelf mission computers and, in general, do not offer customize solutions. This is the business opportunity for our Thermite technology.new-to-market diving technology (DAVD).

In the 20202022 FY this category of expenditure increaseddecreased by 13.8%25.0%. The increase wasdecrease is largely incurreddue to reduced spending in this area in the Marine Engineering Business.Business, where expenditures fell by 93.6% and was $30,420 in the 2022 FY compared to $473,569 in FY2021. This reflects our strategy to reduce expenditures on the Thermite^® Octal development until we can gage both market and customer requirements through the demonstrations of the capability of the Thermite^®.

In 20202022 FY the Products Business continued to developresearch and development expenditures fell by 12.0%. This is largely a reflection that we have completed the rangecapital-intensive development phase associated with onward development of its product offerings including its volumetricthe hardware phase our real time imaging3D/4D/5D/6D sonar series,technology and our F280 Series^®. Our developments are now focused on feature enhancements and the new inertial navigationlike and positioning system (its new F280® series), its new sonarare largely firmware and software platform. The Products Business has now crystallized many of these developments and as such R&D expenditures in the Products Operations were down by 11.5% in 2020 FY compared to the 2019 FY.enhancements.

The Services Operations continued to invest in Thermite® Octal with the goal of providing customizable Thermite® Octal solutions for embedding into a broader range of customer programs and solutions and as such R&D expenditures increased by 613.5% in the 2020 FY for this segment compared to 2019 FY.

Changes in this category by Segment are set out immediately below:

We believe that we are at the point where we can now manage down R&D expenditures as we have achieved a number of significant development milestones which have required significant expenditures. We will continue to innovate but we believe our 2021 focus, subject to the Pandemic being under control, will be in the area of developing the market for our newly innovated and launched products (such as our 5D/6D sonar series, our F280® and our new 4G USE^® software), thus redirecting a significant part of our financial resources into sales and marketing.

Selling, General and Administrative Expenses (SG&A):

Overall, SG&A in the 20202022 FY reduced by 8.6% overwas largely in line with 2021 FY expenditures.

Notable factors in our SG&A 2022 FY are:

Within the 2019category of SG&A we have transactions which are cash charges and non-cash charges. The non-cash charges comprise Depreciation, Amortization and Stock-based compensation charges. In 2022 FY dueand 2021 FY, respectively non-cash items as a percentage of SGA expenses were 20.5% and 20.6%, respectively.

Stock Based Compensation Expenses (Non-Cash Item). In the 2022 FY we expensed $1,130,917 for stock-based compensation as compared to certain government relief grants relating to$1,050,821 in the coronavirus Pandemic coupled with reductioncorresponding 2021 FY, representing an increase of 7.6%.

In the 2021 FY, the Company had $135,000 as contribution under the UK Government Coronavirus Job Retention Scheme (CJRS), thus reducing SG&A in expenditures2021 FY. There were no contributions under the CJRS in this area. the 2022 FY.

Further discussions on SG&A are set out immediately below:below.

Key Areas of SG&A Expenditure across the Group for the year ended October 31, 20202022, compared to the year ended October 31, 20192021

Although in FY2022 expenditures relating to Wages and Salaries increased by 11.6%, it should be noted that in the 2021 FY we had had contributions under the UK Coronavirus Job Retention Scheme (CJRS) of $135,000 which reduced this category of expenditures. In the 2022 FY there were no such contributions. In addition, market conditions for wages and salaries have changed significantly. We incurredare seeing a materialpersistently sharp rise in the costs of labor in the market and therefore anticipate that this area of expenditures will continue to increase in the category2023 Financial Year.

In 2022 FY regarding Legal and Professional Fees we recorded $125,000 as a refund from our UK auditors. This means that in real terms, without this refund, Legal and Professional fees have increased by 20.2% which is a reflection of Wagesadditional financial resources that we have taken on and Salaries expenditures. In 2020 FY under the UK Government CJRS we had grants for UK employees retained during the Pandemic period of $257,844. Without this contribution under the CJRS this category of expenditures would be $3,451,905 thus representing an increase of 13.2% over the 2019 FY. Additionally, wages and salaries for employees increased to reflect material annual revisions (committed prior to the Pandemic), increase in costs of attracting new software development resources (for which we are experiencing severe competition); increase in Employers’ Pension Contribution (UK) and US 401K plan totaling $124,622 account for the increase in this category of expenditures.our overall audit fees.

In the 20202022 FY expenditures relating to the category of “Rent” reducedincreased by 34.84%25.6% compared to FY 20192021. Rent is not a material expenditure in the Group as most premises which we now use forof our business operationspremises are owned by the Company, with the exception ofexcept for premises used in Denmark and other small storage facilities that we use.Denmark.

In 20202022 FY expenditures relating to the category of “Marketing” reducedincreased by 46.90%309.1%. In 2021 FY this area of expenditure was depressed due to reduction in travel and trade show costs as a result ofcontinued restrictions caused by the coronavirus Pandemic which restricted movement.We also suffered losses resulting from non-cancellation fees of approximately $40,000, again due to events being cancelled.

Coronavirus Pandemic. In the 20202022 FY we had expenseshave been able to participate in more industry-related trade events and anticipate that this category of $610,780 for stock based compensation (a non-cash item) as comparedexpenditures will continue to $650,409increase in the corresponding 2019 FY.2023 Financial Year as we focus our business strategy on business development and sales and marketing.

Operating Income:

In the 2022 FY Operating Income increased by 30.4%. The increase in the 2020 FY compared to the 2019 FY was significantly downOperating Income is largely due to the impact of the coronavirus on our operations which have been curtailed due to Government restrictions in the countries we operate, reduction in demand for our products resulting from this and increased expenditures relating to our Pandemic response and general increase in costs of our projects dueRevenue by 4.2% over the Pandemic.2021 FY coupled with a fall in Total Operating Expenses by 6.8%.

Interest Expense:

The reduction in Interest Expense is a reflection of the reduction in the principal amount outstanding under our Senior Secured Debenture with HSBC NA.

Other Income:

In 2020the 2021 FY weOther Income included $648,872 representing amounts received $648,871 under the Paycheck Protection Program scheme (“PPP”)PPP and $701,568 in ERC which the US Administration made available as part of the Pandemic response package for US companies. AllIn the 2022 FY we did not receive any contributions under the PPP amounts received have been utilized in accordance with the purpose and objectivebut recorded $88,917 for ERC. Outside of the program and these exceptional amounts, have now been forgiven under the Program.

Additionally, the composition of this category includes UK Value Added Tax rebates from purchases made outside of income is not material for the European Union byCompany.

Interest Expense:

This is not a material category of expenses for the Company since in December 2021 we have repaid all indebtedness under our UK operations and is subjectSenior Secured Debenture with HSBC NA. We therefore do not anticipate Interest Expense to fluctuations based upon the amountbe a material item of those purchases.expenses in our financial statements.

Net Income before Income taxes for the year ended October 31, 20202022, compared to the year ended October 31, 20192021

In the 20202022 FY, Net Income before taxes was downfell by 45.5% due to the significant reduction2.3% despite an increase in revenues (by 20%4.2% over the previous 20192021 FY) which, a reduction in Total Operating Expenses by 6.8% and a reduction in the category of Interest Expenses. A factor in this is that in the 2021 FY, Net income before taxes was compoundedpositively impacted by “Total Operating Expense’s remaining broadlyexceptional items of “Other Income” comprising (PPP and ERC) totaling $1,350,440. In the same as 20192022 FY (a slight reductionNet income before taxes was marginally impacted by exceptional items of 2.5%“Other Income” comprising ERC and totaling $88,917. Without these exceptional items in 2020 FY). This resulted“Other Income” in both the 2022 FY and 2021 FY, Net Income before taxes would have been $5,043,418 and $3,902,804, respectively, and representing a material decline29.2% increase in Net Income before taxes of 45.5% in the 2020 FY as compared to the 20192022 FY.

Net Income after Income taxes for the year ended October 31, 20202022, compared to the year ended October 31, 20192021

In the 20202022 FY, Net Income after Income taxes declinedfell by 36.0%13.1%. This is due to a number of factors. In the reasons explained2021 FY, Net income before taxes was positively impacted by exceptional items of “Other Income” comprising (PPP and ERC) totaling $1,350,440. In the 2022 FY Net income before taxes was marginally impacted by exceptional items of “Other Income” comprising ERC and totaling $88,917. Without these exceptional items in “Other Income” in both the 2022 FY and 2021 FY, Net Income before taxes would have been $5,043,418 and $3,902,804, representing a 29.2% increase in Net Income before taxes in the preceding paragraphs.2022FY. Additionally, in the 2022 FY we recorded tax expense of $831,114 compared to $305,479 in the 2021 FY, representing an increase in the 2022 FY of 172.1%.

Comprehensive Income for the year ended October 31, 20202022, compared to the year ended October 31, 20192021

We conductIn the 2022 FY, Comprehensive Income was $1,231,156 compared to $5,601,984 for the 2021 FY reflecting the adverse effects of currency fluctuations. Comprehensive Income is affected by fluctuations in translating foreign currency transactions of our foreign subsidiaries into USD relating to both our profit and loss expenses and valuation of our assets and liabilities comprised within our balance sheet. A significant part of the Company’s reported financial results emanates from its foreign subsidiaries including in the UK and Denmark, resulting in translation from these foreign subsidiaries functional currencies to USD. In the Current FY the USD strengthened significantly against most major currencies including the Pound, Euro and Danish Kroner. The Company therefore realized significant adjustments relating to foreign currency transactions in the Current Year. In the 2021 FY we realized a largegain on foreign currency translation adjustments relating to these transactions of $654,219 compared to a loss on these transactions in the 2022 FY of $3,070,065. In the 2022 FY the USD has strengthened against major currencies including the British Pound, Euro, Danish Kroner and Indian Rupees (the functional currencies of our foreign operations). A substantial part of these losses are paper losses associated with re-valuation of our foreign subsidiaries balance sheet. A significant part of the Company’s operations is based in the UK, and therefore a significant part of our businessfinancial transactions is performed in various foreign currencies,Pounds which are translated into USD for example, the British pound, Danish Kroner, Euros and Australian Dollars.

This category is affected by foreign currency adjustments during the reporting period.purposes. In the 20202022 FY, we had a loss of $185,870 compared to a gain of $93,255 in the 2019 FY. There are generally significant foreign currency fluctuations, particularly between the US dollar (our reporting currency) and the British Pound. Since the UK decided to leave the European Union the British Pound has been fallingfallen significantly against the US dollar (see Note 2, paragraph nUSD (approximately by 8%). This is a key factor in the loss relating to foreign currency translations transactions in the 2022 FY. See Table 1 under the section which concerns “Inflation & Foreign Currency” which shows the impact of Notes to the audited Consolidated Financial Statements for October 31, 2020 and 2019 for fuller information regarding our Foreign Currency Translation policy). See also Item 7 (Management Discussions and Analysis of Financial Conditions and Results of Operations), where we discuss “Currency Risks”.currency adjustments.

Segment Analysis

We are operating in two reportable segments, which are managed separately based upon fundamental differences in their operations. Segment operating income is total segment revenue reduced by operating expenses identifiable with the business segment. Overhead includes general corporate administrative costs.

The Company evaluates performance and allocates resources based upon operating income. The accounting policies of the reportable segments are the same as those described in the summary of accounting policies.

There are inter-segment sales in the table below which have been eliminated from our financial statements. However, for the purpose of segment reporting, these inter-segment sales are included in the table below only.

The following tables summarize certain balance sheet and statement of operations information by reportable segment for the financial years ending October 31, 20202022, and 2019,2021, respectively.