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, 20192020

[  ] 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)

801.973.9136407 735 2402

(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 market thatand underwater market. It owns key proprietary sonar technology used for underwater commercial and defense applications. It designs, develops, manufacturesAll design, development and sells solutions for the subsea market including our range of flagship volumetric real time sonar solutions. Allmanufacturing of our productstechnology and solutions are designed, developed and manufacturedperformed within the Company. These solutions/products and solutions are used primarily in the underwater construction market, offshore wind energy industry (offshore renewables), and offshore oil and gas, complex dredging, port security, mining, fisheries and marine sciences sectors. Our volumetric real time sonar technology is 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 oil 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.

Our Marine Engineering Business is a supplier of embedded solutions and sub-assemblies which are soldthey 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 3040 years, including Raytheon’s CIWS and Northrop Grumman’s Mine Hunting Systems Program. The Services Segment’s business model entails designing small runs ofsub-assembly prototypes for defense programs which typically lead to contracts for the manufacture, repair and upgrade of these parts. Forsub-assemblies. We are the sole source for the parts theythat we supply into these programs they are sole source providers.programs. This business model ensures recurring and long tail revenues since we continue to supply parts, to these programs typically for the life of the program.program, which can span decades. Coda Octopus Colmek, Inc. and Coda Octopus Martech Ltd, each qualifies as a small business and as such worksbusiness. This opens up opportunity under state requirements to collaborate with Prime Defense Contractors on larger programs with the prime defense contractors.these programs.

ADue to the above,a significant part of ourthe revenues fromgenerated by the Marine Engineering Business is highly concentrated and emanatesare derived from a small number of prime defense contractors such as Raytheon or Northrop. In any one year, upbetween 20% to 20%30% of our consolidated revenues aremay be derived from these customers either alone or collectively.

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

Our Products and Services Segmentsoperations 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, theythe Marine Technology business and Marine Engineering Business work jointly on projects.

projects including responding jointly for tenders.

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)(Edinburgh based) then developed the visualization software to control and display the images from the real time 3D sonar. This patented technology is now marketed by us under the brand name “Echoscope^®”. We believe that this technology is superior to the other imaging sonars in the market as it generates real time 3D 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. There are a number of patents around this technology and as we continue to innovate around our 4^thand 5^th generation products, we continue to file significant patent applications. Currently, a substantial part of our R&D efforts is focused on further innovation and developmentAll activities of this technology. All of our research, development and manufacturing relatingnow-defunct Norwegian subsidiary have been transferred to our sonar products is conducted by our Edinburgh based subsidiary, Coda Octopus Products Limited.Limited (Edinburgh).

Revenues from our Products Segment are now mainly generated from our real time 3D sonar products including hardware, software, accessories (such as integrated rotators to automatically move the sonars covering a wider viewing area) and associated services such as training, on-site support and ongoing technical support (via Annual Support Subscription or our Through Life Support Program). For breakdown of our revenues, please see Note 12 of our audited Consolidated Financial Statements for the fiscal years ended October 31, 2019 and 2018 (“Segment Analysis”).

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 the now 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 Colmek, the now 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).

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 and Australia. 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, research institutions, salvage companies and, more recently, offshore energy and renewables operators. These systems are used 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.

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 Real-Time Volumetric Imaging Sonar.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, during 2018 and 2019, we filed numerouscontinue 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 first 5D and 6D Real Time Volumetric Sonars which we expect to launch in the second quarter of 2020.name 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 almost impossibleextremely difficult to reverse engineer our products. Pioneering this unique technology gives us a significant advantage over our competitors in the subsea 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.

Sonar Hardware

During fiscal 2019, we completed critical innovation and advancement milestones around our core volumetric real time sonar technology. With a ground up development and reinvented processing architecture, weWe have creatednow introduced the world’s first 5D and 6D Volumetric Imaging Sonar technology (discussed below). Heralding anotherseries of volumetric imaging sonar technology. We believe our 5D and 6D series of sonars heralds a significant leap forward in real time subsea imaging we have filed in excessas this inventive capability allows a single sonar to provide to different parts of 10 new patents around the new technological breakthrough PIPE (Parallel Intelligent Processing Engine).survey operations multiple real time data sets (as opposed to one 3D dataset) for each part of the survey teams’ requirements.

We believe that our Real-time Volumetric Sonar Imagingreal time volumetric imaging sonar products are revolutionizing the sonar market due to the following unique capabilities:

Prior to January 2018, we were selling our third generation (3G) sonar series.In January 2018 we launched the first product within our 4^th Genfourth generation series of sonars (“4G sonar series (Echoscope® Surface) and completed these in 2019.series”). The 4^th Gen4G sonar series is an important development milestone in that it satisfies customer demand for a broader rangethe Company. Due to the form factor of our previous generation of 3G sonar series this limited the types of subsea vessels/vehicles this generation of sonar options givencould be integrated on (and therefore be used for) due to (i) size; (ii) weight and (iii) power requirements (“form factor barriers”). With the applicationlaunch of the 4G sonar series we have removed these form factor barriers and platform used. It also offers key performance improvements. This representscan now integrate on the first major hardware revision overmajority of underwater vehicles in the previous 3^rd Gen productsmarket 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 6 years.the underwater market.

The key deliverables4G 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 our innovation of our sonar technology to 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 sonar data could be processed. 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 sonars series for each signal that is generated by the 4^th Gen product family are:

sonar we receive back up to 40 million pieces of information which we can now process. 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. Our 5D capability allows customers to collect full time series 4D backscatter data in real time. Our 6D capability allows customers to use a single sonar for multiple simultaneous real time data sets using different real time capture and processing parameters (such as range, frequency and field of view).

During 2020,The 4G sonar series development which we intend to launch a range of 5D capable real-time volumetric imaging sonars leveraginglaunched in 2018 now combined with the technology backboneperformance and capability advancements (5D and 6D capability) crystalizes the completion of the 4^th Gen hardwaremain pillars of development plans for our real time volumetric sonar series. We consider thisbelieve these achievements are critical milestones 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 berefocus a significant catalyst forpart of our technologyspending from R&D to marketing and now advances the Company’s technology from Real-Time 3D (4D) to a 5D imaging capability. This will be the first underwater sonar technology capable of 5D underwater imaging. The PIPE processing engine will also be capable of 6D imaging under a continual upgrade program with expected launch of the additional 6D capability late in 2020.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. Considered introduction and implementation of the new 5D and 6D capability will be managed through backwards compatibility operations, allowing continuation of real-time 3D imaging and users to migrate in a controlled way to the new more powerful platform and to leverage the additional processing, accuracy and multi-tasking capability.

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 3D solutions.volumetric imaging sonars.

Our existing 3^rd Genthird 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 top-end software for our now much more advanced sonars. In this connection, in 2019, we launched for customer evaluation our 4^th Gen of top-end software for our sonars – 4G Underwater Survey Explorer (“4G USE”USE^®”). We have also filed a number ofseveral provisional patents around our 4G USE.USE^®.

Our 3^rd Gen3G Underwater Survey Explorer software is feature rich and offers advanced processing and application focused capabilities for various markets. 3G USE has been in the market for over 15 years. While 3G USEthis generation 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 of data and leveraging new capabilities in recent PC hardware and the GPU.

TheOur new 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 the new upcomingour recent sonar launches.launches including our 5D and 6D sonars. The initial release of 4G USE^® allows multiple devices being utilized simultaneously (example multiple sonars, rotators and rotators)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 of the data in real-time for better collaboration, tighter quality control, remote surveying and faster processing.

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 even more and enabling tasks which were previously impossible.

Our Solutions

In 2019 we also launched for trialing our 3D MATT (Multiple Automatic Target Tracking) solution. This is a key product for our sonar as it is our first step in automating a number of Echoscope^® applications such as cable laying for offshore renewable products where the Echoscope^®operator no longer needs to manually click on the seabed touch down points for the seabed. 3D MATT is also used for diver tracking (and forms part of the package for the Navy DAVDS Head up Display. 3D MATT is the subject of a number of patent applications.

Additionally, our Echoscope^® and Construction Monitoring Software (CMS) have important applications for breakwater construction. Our CMS package includes patented algorithms for tracking and placement of single layer armor blocks used in breakwater construction. It embeds the complete workflow process for placement of breakwater construction from the pre-survey, placement to post-lay survey and quality control documentation.

We believe that our technology is becoming the preferred solution for subsea block placements in breakwater solutions because it allows crane operators to visualize in real time the moving blocks and tracking these into their placement position accurately. We believe that our solution has significantly simplified and made safer this area of the workflow process in breakwater construction. It has also increased significantly the lay-rate for blocks being placed with customers reporting up to a 5000% increase in productivity.

Sonar Summary

The developments and critical milestones outlined above are all significant investments that the Company is making in ensuring that the technology retains its competitive leads. We believe that they constitute foundational pillars in our strategy to increase market share in both the commercial and defense sectors as they pertain to subsea imaging. All developments have been funded from the Company’s cashflow.

We believe that the development strategy and investments we are making in advancing our technology is necessary for the standardization of real time volumetric sonars in the subsea market and grow the number of applications for this technology, particularly for defense applications. The move from 3^rd Gen to 4^th Gen hardware opens the market for increased adoption as the platforms on which our sensors are being deployed are becoming increasingly smaller due to drone technology. Some of these platforms are autonomous surface vehicles or unmanned underwater vehicles (“drone-like”). Our 4^th Gen is smaller, lighter and consumes less power. Our 3^rd Gen sonars are not suitable for these smaller deployment platforms. Our 4^th Gen roll out focused on the physical redesign of our hardware. The 5^th Gen roll out is focused on capability and performance. This will include the launch of our 5 Dimensional and 6 Dimensional sonars, both of which will result in major improvements in real time processing and rendering of data.

These are complex products and we can give no assurance that we will be successful in realizing commercially viable products or that we will not encounter technical glitches which may involve significant costs or other consequences or that our goals of increasing our market share will be realized.

Geophysical Products and Solutions

We started our business in 1994 designing and developing the CodaOctopus^® 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 onin 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.

We generate

The Products Business generates around 5% of ourits revenues from the Products Segments 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 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 analogueanalog 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® DA4G system, it offers the same functionality, robustness and ease of use. CodaOctopus^®DA4G is the 4th 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 mosaicing complex data sets, thus ensuring faster and more precise results.

Geophysical Software

Our CodaOctopus^® 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 Engine Automatic Object Detection”Detection (SEADP)”). 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.

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 Sensing ProductsProducts”)

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.

OurWe have had our F180^® (andseries in the more recently introduced CodaOctopus^® F170 families)market for over 15 years. These systems are used either alone and then paired with third parties multibeam sonars or used in conjunction with our volumetric real time sonars.   This 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 ‘inland’‘near-land’, e.g., within ports and harbors, and the F185, with enhanced precision positioning to 2 cm1cm accuracy (<1”0.5”). Coda Octopus iHeave, an intelligent software product for dealing with long period ocean swell compensation, is fully integrated within the F180^® series.

OurNew Generation of Motion Sensing Products are sold alone or in conjunction with our real time 3D sonars. We are currently expending a significant amount of our resources in developing the next generation of our motion sensors.

We are aiming to launchhave now completed the ground up development of our 4^th GENnew generation of Motion Sensing Products (F280^®) in 2020.. The new hardware motion sensing products will beF280 is based on more advanced technology, andmore accurate than our F180® series. The new software. Ittechnology is alsomuch more scalable towards future development of new product variants. The F280® series is highly complementary to our real time 3Dvolumetric sonar series and they are packaged together to provide a more comprehensive solution to our customers.

We generate around 8% of The F280 is sold with and without our revenues from the Products Segments from our Motion Sensing Products. With the launch of the new products we anticipate our revenues from this line to increase over time and give us much more flexibility in how we package this product with our volumetric sonars.sonar series.

Sales and Marketing

We market our volumetric sonars both as a stand-alone sonar deviceproducts primarily through our website, industry events, webinars and as a fully integrated system. The fully integrated system is marketed under the name “CodaOctopus^®UIS (Underwater Inspection System)”. This system is specifically aimed at the port security market and has been adopted by a significant number of ports in the United States. Since 2015 we have built upon our success in selling in excess of 30 Underwater Inspection Systems to ports in the USA by selling a number of systems to an East Asian government agency for use in salvage operations and port and harbor inspection. Our 4^th Gen sonar products are smaller, lighter, with less power requirements present an opportunity to introduce a new UIS with a lower price point, thus presenting the opportunity to increase the number of ports investing in this equipment.industry relationships.

We also have an internal sales and marketing team which is engaged in marketing and selling our products. We alsoIn addition, we have a network of non-exclusive independent global sales agents.

Coda Octopus Products Limited has the requisite accreditations for its business including being Lloyds Register accredited to ISO 9001:2015.2015 and Cyber Essentials certification.

Marine Engineering Businesses (“Service 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 primescontractors and their engineering solutions are typically within 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 products for these customers and after going through various acceptance tests, including first article inspection approvals, we are given the production contracts. Many of these production 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 for suchbusiness opportunities with these customers and we generally use these long-standing relationships to win more contracts with these customers.

This 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 3Dvolumetric sonar technology.

Coda Octopus Martech Limited (“Martech”)

Martech 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.

Martech is a key supplier of various parts to our Marine Technology Business and has been assisting in the further development of a number of those products.

Coda Octopus Colmek, Inc. (“Colmek”)

Colmek is a service provider of defense engineering solutions, particularly in the fields of data acquisition, storage, transmission and display. It has grown and diversified since beginning its operations in 1977 and now provides services and products to a wide range of defense, research and exploration organizations in the United States.

Itdesigns,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 of defense programs for over 3040 years including the Close in Weapons Support Program (CIWS) for which it supplies proprietary parts and services and technical refresh programs. As a result, Colmek has recurring revenues from these long-standing programs. Colmek continues to expand the number of established programs into which it supplies proprietary parts.

In June 2014 Colmek completed the acquisition of the Thermite^® 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 stock,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.

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.

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 and we are now incubating an embedded solutions division around Thermite® research and development work, where we aim to leverage the Thermite® solution cross-group.

Sentiris^®AV1 XMCcatalysts.

Since acquiring the Sentiris^® (as part of the Thermite acquisition), we have successfully completed the first article inspection (“FAI”) approval phase and are now in the production phase. We have received orders for approximately $1,200,000 since completion of the FAI process.

This is expected to be a significant new product as this program is funded and there will be ongoing demand for this product over the life of the program.

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, we are exposed to the following competitive challenges:

Data Acquisition Products (GEO Products)

The sonar equipment industry 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.

Inertial Positioning and Attitude Measurement Systems (“Motion Sensing ProductsProducts”)

In the field of motion sensing equipment, where our product addresses a small part of the overall market, we believe that we have four principal competitors: TSS (International) Ltd in Watford, England which is focused on the mid-performance segments with about 25% of the world market; Ixsea, a French company which covers all segments, with about 20% of the market; Kongsberg Seatex, a Norwegian company (part of Kongsberg Gruppen) which has products across all segments, with about 15% of the market; and Applanix, a Canadian company, now part of Trimble which has one major product focused on the high end of the market, with about 20% of the market. We believe that our market share in the field of motion sensing equipment is only about 5%. This market is fiercely competitive and with the advancement of technology, there are new entrants to the market such as SBG Systems (a French based manufacturer of motion sensors). Due to the price pressure in this market, we are selling our products more in conjunction with our real time 3D sonars than on a standalone basis. However, with the development of our new F280^®product, this gives us the opportunity to increase our market share.

Real Time Volumetric Sonar

In the field of Real Time 3D3D/4D/5D imaging, we are unaware of other companies offering a similar product. 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. We are aware of a number of high profile and substantial competitors’ real time 3D projects that have failed. Over the last several years there have been lower grade sonars entering the market for 3D imaging. Companies such as 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 sonar solutions. Specifically, we believe that they do not have the same capabilities as our Echoscope^®technology in terms of generating real time 3D, 4D, 5D and 6D images of submergedmoving objects andunderwater including in environments in low or zero visibility conditions. However,Nor the ability to use a single sonar for multiple real time 3D images simultaneously. Notwithstanding it should be noted that Teledyne has in the last four years acquired a significant number of substantial subsea companies (examples are Reson and BlueView). Teledyne has much greater resources, liquidity and liquiditymarket reach than the Company.our Company and has many operating verticals. We therefore can give no assurance that companies such as these will not enter this market. Notwithstanding, we have now advancedbelieve that our technology torecent development and introduction of 5D/6D - Echoscope PIPE^®) sonar capability further distinguishes our volumetric sonars and significantly extends our lead over competitors in the level where it is now a 5D/subsea imaging market. We are not aware of any other imaging sonars in the market capable of generating real time 5D and 6D Volumetric Sonar (Echoscope® PIPE) that isimagery underwater. 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 competes 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 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. We have a number of fundamental patents around our sonar products including a patent covering combining two or more acoustic images to produce a composite image. This covers the real time acoustic image generation element of what we do, and we believe it provides us with a competitive advantage. In the last 2 years we have advanced our existing sonar technology and have inventedfiled a number of significant innovations aroundpatents applications pertaining to these inventions including covering our new technology portfolio. In this connection we have filed a number of patents. During fiscal year 2020, we expect to spend approximately $700,000 in implementing our Patent Strategy.newly innovated 5D and 6D sonars.

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.

Our patent portfolio consists of the following:

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

We also use the following trademarks: CodaOctopus^®F170, CodaOctopus^®F175, CodaOctopus^®F190, CodaOctopus^®UIS, CodaOctopus^® TEAM and CodaOctopus^® TLS.

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

Research and Development

During the fiscal years ended 2019 and 2018, we spent approximately $2,801,331 million and $2,571,714 million, respectively, on Research and Development. These expenditures were on the development of our real time Volumetric sonar technology (which we have now advanced to a 5 Dimensional and 6 Dimensional (5D and 6D) sonar capability, our new Motion Sensor F280^®, our Artificial Intelligence Algorithm (Automatic Boulder Detection and now Seabed Classification Algorithms), Thermite^® Octal development and developing GEN 1 prototype Head Up Display (DAVS) system pursuant to the Cooperative Research and Development Agreement (CRADA) with NSWC Panama Division for use by NAVSEA.

Research and Development is foundational to our business strategy to ensure our growth strategy and maintain our lead incompetitiveness. During the Real Time Underwater Imagingfiscal years ended 2020 and in general to grow our business.

We believe2019, we have reachedspent $3,188,389 and $2,801,331 (a 13.8% increase), respectively, on Research and Development. With the apotheosiscrystallization of our investments in R&D insonar series developments and our 4^th and 5^th generations of our products and as such in 2020,F280® inertial navigation system, we would expect to maintain R&D at the 2019 level.

The only exceptional expenses we anticipateexpenditures in the 2020this area to be less in 2021 fiscal year will be in the investments we need to make to transition the production of the Navy Head Up Display (HUD) product production to the Orlando Office. Under the terms of the exclusive license which was granted to us by Naval Surface Warfare Center Panama Division to commercially exploit the invention pertaining to the faceplate of the HUD, the Company must transfer such manufacturing to the USA within 12 months of grant of the exclusive license. Currently, prototyping is done across four sites: two in the UK and two in the USA. We anticipate an investment of around $500,000 in the 2020 period to achieve the transfer. This investment will encompass (i) implementing the required IT and other security measures for our Orlando Facilities; (ii) recruiting and training personnel; and (iii) making our Orlando facilities manufacturing ready.year.

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 the above-statedour development goals. 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 United States and other jurisdictions’ 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 outsideto 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, onlyincluding the United States, depending on the existing relationship with the required levelcountry to which the goods are exported. See Item 7 (Management’s Discussion and Analysis of export license or through an export license exception or general export authorization/license.Financial Condition and Results of Operation) for further discussion on this.

We are also required to maintain certain accreditations such as ISO accreditation, cyber security certifications, 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 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.

Employees

As of the date hereof, we employ approximately 120110 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, R&D Facilities and office space. These premises are owned by Coda Octopus Colmek.

Edinburgh, Scotland, UK

Current Premises

Coda Octopus Products Limited (Edinburgh based) operates from its premises comprising 12,070 square feet of internal space and includes production, 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 relationship withleaving the European Union (“Brexit”)membership, thus limiting trade relations with EU member states, we have leased business premises in Copenhagen, Denmark. The lease runs from September 1, 2019 to September 1, 2023 with a clause allowing us to break the lease with effect from September 1, 20192021 upon 6 months’ notice.

Annual rent is DKK 131,625 plus Value Added Tax (being an equivalent of $19,660 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 are owned by Coda Octopus Products Ltd and comprise 9,890 square feet. The building comprises both office space and manufacturing and testing facilities. The lease is on a rent-free basis for a period of 2 years expiring lateDecember 31, 2020. After this Martech will resume paying Coda Octopus Products Limited rent amounting to the equivalent of $56,457 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.

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, OTCQX or OTC Pink, as applicable, 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.

These solutions/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 oil and gas (“O&G”) companies, law enforcement agencies, ports, mining companies, defense bodies, fisheries and research institutes and universities.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 and Northrop Grumman. 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 Operationsand 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.

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 national referendum andin 2016 where the recent elections in the United Kingdom which saw a majority Government, a bill has now been passed for the United Kingdomcountry voted to leave the European UnionEU, the UK withdrew from its membership of the EU on JanuaryDecember 31, 2020. A transitional periodThis withdrawal removed these rights.

As part of 12 months is expected. During the transitional period, the United Kingdom Government and the European Union will negotiate its future trade relationship. If no agreement is reached,withdrawal, the UK Government which now has a majorityand 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 its actions, has stated that itthe solutions and products we supply to the EU member states, there will leave the European Union without a deal on its future relationship,

A No Deal Brexit could affect our UK operations which represents a significant part of our earnings (Coda Octopus Products Limited (Edinburgh-based) and Coda Octopus Martech Limited (Portland, England-based)be no trade tariffs or quotas (applicable at this stage).

The ongoing uncertainty also impactsHowever, the British Pound (which is the trading currency of our UK operations). Although the appointment of a majority government on December 13, 2019 saw a surgechange in the UK Pound against all major currencies, it is expected that the ongoing uncertainty around the future relationship with the European Union will cause the UK Pound to continue to be volatile against major currencies, including the US Dollar. SinceEU membership status still adversely impacts our reporting currency is the US Dollar, depreciationbusiness in a number of the UK Pound has an adverse impact on revenues reported and devaluation of our consolidated balance sheet assets.important areas:

Because

Since there is no precedent for a European Union member state leavingscant detailed analysis available on the Union,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 outcome is dependent on the type of future relationship that is struck between the United Kingdom and the European Union. In a worst-case scenario, where no deal on the future of the UK relationship with the European Union is struck, it is widely believed that the World Trade Organization (WTO) rules will apply. Operating on this basis would have far-reaching implications for our Company particularly in the area of costs associated with import/export arrangements for our products including custom duties on purchases and sales and delays and increased compliance costs in the supply chain (both purchasing and selling). We currently benefit from mutual recognition rules in a number of areas including export control requirements and quality standards which allow us to distribute our products freely in the European Union. If these are removed it is likely to involve new qualifications requirements that we would need to meet with the attendant costs and delays involved. Furthermore, if free movement is restricted this will also limit our ability to utilize our trained engineers and experts on customer projects in the European Union.

The Company continues to make plans to mitigate the departure from the European Union. 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. However, we can give no assurance thatEven with the trade deal in place, this in itself would be sufficient to addresssubsidiary is still considered important for the impact of both a No Deal Brexit and a No Deal Brexit.Company.

The Company’s operations are split between the United States, United Kingdom, Australia,Denmark and Denmark.Australia. A large proportion of our revenues (approximately 48%47%) and costs are incurred outside of the USA with a significant part (46% of our total revenues) of that in the United Kingdom (“UK”). In addition, a significant part of our assets (both current and fixed) areis held in British Pounds by our foreign subsidiaries. Fiscal years 2017 through 2019 saw the weakening of the British Pound. The continued uncertainty around the future relationship with the European Union and the United Kingdom, is likely to see significant volatility inSignificant currency fluctuations (particularly the British Pound against major currencies. The depreciationversus the US Dollar) may affect our financial results and the value of our assets. With the conclusion of the trade agreement between the UK and EU, we anticipate that unlike the last 4 years which saw increased volatility between the British Pound againstand other major currencies, adversely impacts our revenues as a whole which are reported in U.S. Dollars. Furthermore, a large part of our assets is held in British Pounds whileincluding the majority of our liabilities (which comprise our senior secured debentures are maintained in U.S. Dollars see Note 8 - Loans and Notes Payable - of the audited Consolidated Financial Statements October 31, 2019 and 2018). In fiscal year 2019 we incurred a gain on our exchange rate translations in respect of our comprehensive income and loss account. See Note 2, paragraph n, of the audited Consolidated Financial Statements October 31, 2019 and 2018 regarding our Foreign Currency Translation policy.US Dollar, it will be more stable.Until a longer-term trade arrangement is agreed between the United Kingdom and the European Union, we expect to see continued volatility in the British Pounds. We currently do not hedge our currency risks. However, we continue to evaluate the prudency of hedging such risks.

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 raw materials could becomePandemic 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 serious concernmaterial 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 inter-country trade disputes. Our US Services Segmentcustomers’ policy or quarantine requirements. This in turn has suffered increased cost of raw materials sourced withinresulted in the United Statesdelay 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 ongoing trade dispute betweenmany 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 USA, Chinacoronavirus 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 Canada. Furthermore, withbusiness prospects. As of October 31, 2020, we had cash and cash equivalents of approximately $15.1 million and for the ongoing trade dispute betweenyear 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 USA and China,foreseeable future.

Products Business Outlook

In the 2020 FY the Products SegmentBusiness revenues fell by 12.6% compared to the previous 2019 FY. This was largely due to the business interruption caused by the coronavirus outbreak and the restrictive measures put 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 seenlimited the number of offshore projects which are undertaken by our customers. This has resulted in a declinesignificant fall in the category of sales into Chinarevenues 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 2019 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.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 in our business 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 increase our overall costs, and therefore impact on our financial results.

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 Governments attitude towards trade with China, directly affects the sale of our products to customers based in China. Our real time 3D sonars which are 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.

Recently the US Government Department of Commerce (Bureau of Industry and Security) amended the Export administration Regulations (EAR) to add seventy seven (77) Chinese entities “determined ….to be acting contrary to the national security or foreign policy interests of the united 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.

The UK Government is generally in step lock with the US Government’s position and recently, refused to grant export licenses for several 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 rated at 250m or less do not require export licenses for China, the UK Customs are now seizing these items which are destined for China.

In 2020 FY we were unable to meet demand for $1,300,000 of sales order for China, due to refusal by the UK Government to issue export licenses.

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 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 to China Commercial Market each year (approximately $10 million). It is this 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, we are unlikely to realize this potential, imminently.

The price of commodities, in particular oil and gas (“O&G”). has a direct impact on the Products Business. The decline in O&G prices since 2014 with a partial recovery since 2016 has resulted in large scale reductions in capital and operational expenditures and seismic changes in the subsea market. This directly impacts on the Products SegmentBusiness 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 7%5% of the Marine Technology Business revenues emanateemanates from this sector. Historically, and prior to the price downturn, the vast majority of our revenues were generated from the O&G sector.

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.

TheWe 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 emanatesderives from government funding in the defense sector. In general, where there is a change of government, spending priorities may change whichfrom those priorities of the previous Administration. This may have anadversely impact on our revenues.

Global-political uncertainties affect Since the markets for our goods and services. For example, the current unrestUS Government is due to change in Hong Kong has resulted in significant shipments to China being delayed as we have seen an increasedJanuary 2021, this introduces a number of UK Customs Border Police detaining shipmentsuncertainties including the new Government’s defense priorities and its ability to China. We anticipatefind consensus in the Senate on the Defense Budget. There is therefore a high probability that revenuesthis will be affected if we are unable to meet our contractual obligations as a resulthave an adverse impact on the order take of ship detentions.

Global trends which make certain geographical regions more competitivethe Services Business in providing engineering solutions because of lower labor costs (e.g. India and China) are likely to affect our Services Segments.the 2021 calendar year.

BeingDue to the fact that in relative terms we are a small technology company,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 recentlyin 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 $4m$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. 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 market or that innovations in other areas may not surpass our unique capability that we currently supply to the subsea market. Some examplesAn example of new technology entering the subsea market is LIDAR technology. However, thisunlike our sonar technology, LIDAR technology cannot be employed in zero visibility conditions and cannot generate a volume pulse or image moving objects.

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 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 to 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 Note 2, paragraph h – “Revenue Recognition” in these financial statementsstatements.

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 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 7 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 andIntangible Assets

Intangible 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 periodically evaluate the recoverability of goodwill and intangible assets and take into accountcarefully consider events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists.

The first stepStep 1 of the goodwill impairment test used to identify potential impairment compares the fair value of the reporting unit with its’its carrying amount, including goodwill. If the fair value, which is based on future 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 adopt Accounting Standards Codification 2017 – 04, Simplifying the Test for Goodwill Impairment, which permits the Company to impair the difference between 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 goodwill overreporting unit compared to the fair value of the reporting unit.

Fiscal Year 20192020 Consolidated Results of Operations

DuringFor the purpose of this Form 10-K, 2020 FY means the fiscal year ended October 31, 2020 and 2019 FY means the fiscal year ended October 31,2019.

Our consolidated financial results in the 2020 FY were down compared to the 2019 FY. This is due to the ongoing impact of the Pandemic. This has resulted in material business interruptions extending to both 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 52%56% of our consolidated revenues compared to 64%52% in the previous fiscal year and similarly, the Marine Engineering Business generated 48%44% compared to 36%48% in the previous fiscal year respectively.year.

Overall, consolidated revenues in the 2020 FY were down over the 2019 fiscal year were upFY by 39.1%20%; Gross Profit was up by 29.7%marginally fell from 65.5% to 63.5%; Total Operating Expenses was upwere down by 7.0%2.5%; Income from Operations was updown by 94.1%55.2%; Net Income Beforebefore Taxes was updown by 106.5%45.4%. There were no material exceptional costs orcosts. A new financial eventsevent which occurred in Fiscal Year 2020 is that in the 2019 fiscal year, except thatUK, 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 fiscal year 2019, we recordedour accounts as a tax expensereduction of $1,007,354 compared to a tax benefit of $1,754,169payroll (thus, SG&A expenses). In the 2020 FY our companies established in the 2018 fiscal year.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 2019,2020, R&D expenditures increased by 8.9%13.8% and SG&A by 8.8%expenditures were down 8.6%. We believe that we have reached the pinnaclerealized a large part of our investments in R&D in our 4^thand 5^th generationsgoals for the immediate development of our productsreal time volumetric sonar technology and asother products. As such, in 2020,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 resources 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 would expect to maintain R&D at approximately the same 2019 levels. The only exceptional expenses we anticipate will becollaborated in the investments we need to make to transition the productiondevelopment of the Navy Headfirst-generation prototype Heads Up Display (HUD) product production to the Orlando Office and incubating our embedded solutions division which we see as an investmentUnit for Naval Sea Systems Command (NAVSEA) in future growth of the Company. Under the terms of the exclusive license which is being negotiatedconjunction with Naval Surface Warfare Center, Panama Division to practiceDivision. The first-generation prototype DAVD was signed off under the invention pertainingCRADA at the end of the calendar year in 2019. This product was approved for sale to the HUD face plate,market, including the Company must transfer such manufacturing within 12 monthsUS Navy and is on the US Approved Navy Use (ANU) list along with certain models of grantour 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.

Despite the business interruption caused by the Pandemic, we were able to make significant progress in developing the second generation of the exclusive license.DAVD. We anticipate an investment of around $500,000 in the 2020 periodhave also started to achieve the transfer. This investment will encompass (i) implementing the required security measures; (ii) recruiting and training personnel; and (iii) making our Orlando facilities (acquired in 2019) manufacturing ready.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, 2019 (“2019 Fiscal Year” or “2019 FY”)2020 to fiscal year ended October 31, 2018 (“2018 Fiscal Year” or “2018 FY”)2019

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 12 (“Segment Analysis”) of our audited Consolidated Financial Statements of October 31, 20192020 and 2018.2019.

Revenue:

We realized a significant increasedecrease in revenues in the 20192020 FY compared to the 20182019 FY. This is becausedue to the impact of the Pandemic on our business which resulted in widespread and persistent business interruption causing downturn in the 2019 FYmarkets that we operate resulting in lower demand for our Services Segment achieved itsproducts and services. This in turn impacted on our revenue plan unlike the 2018 FY where it experienced delay in securing anticipated annual defense contracts as a resultgeneration.

The Products Business revenues declined by 12.6% in the delay in the adoption of the US Federal Defense Budget. In the 20192020 FY the Services Segment received backlog orders and is now back on plan.

During 2019 Fiscal Year, the Products Segment generated revenues of $12,908,110 and Services Segment $12,148,824. During the 2019 FY, the Products Segment revenues grew by 12.7% over the 20182019 FY and the Services SegmentBusiness revenues grewdeclined by 84.9%27.8% over the said period. Notably, rental revenues generated by the Products Business suffered and declined by 49.4% in the 2020 FY compared to the 2019 FY, where rental revenues were $1,361,151 and $2,688,570, respectively.

A significant part of the revenues recognized in the 2020 FY by both the Products Business and Services Business comprise of orders received prior to the outbreak of the Pandemic. Our order book going into 2021 is significantly weaker than previous fiscal years.

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 20192020 FY, the Company had one customer from whom it generated sales greater than 10% of net revenues. Revenue from this customer was $6,764,199$4,273,702 or 27%21% of net revenues during the 20192020 FY. Total accounts receivable from this customer at October 31, 20192020 was $898,584$214,747 or 20%11% of accounts receivable.

Gross Margin:

Gross Margin is determined by the composition of our consolidated sales achieved in the reporting period. In general, the Gross Profit Margins are greater on the Products Segment sales than the Services Segment as the latter’s margins are dictated by government contracting rules. Further variationsreported in Gross Margin depend on the composition of sales in each segment, for example, in respect of the Products Segment marginsour financial results may vary according to whether it is software or hardware, outright sale versus rental or lease. Onseveral factors. These include:

In the 2020 FY Gross Profit Margins for the Products Operation were 80.0% compared to 80.5% in the 2019 FY. For the Services side margins fluctuate less. However, margins will depend on whetherOperation these were 42.3% in the sale relates2020 FY compared to development or manufacturing. In49.7% in the 2019 FY. Since there are more variable factors affecting Gross Profit Margins in the Products Business, a table showing a summary break-out of sales generated by the Products Business in the 2020 FY compared to the 2019 FY margins were lessis set out below:

The significant reduction in our rental revenues is due to lower demand caused by the factcoronavirus Pandemic as customers are pursuing only essential projects. Most customers are still operating essential travel only policy (restricting therefore the number of projects that can be executed). Furthermore, the increase in outright sales means that there were more unitsis an increase in commission payable which affects our margins. In 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 pricing of the DAVD HUD takes account of volume versus margins. In the event that we are successful with this product (i.e. it is reliable and delivers the functionality required for diving operations), we believe this could be a volume sale from the Services Segment than in the 2018 FY.product.

For more detailed information on the composition and disaggregation of our revenues, please refer to Note 12 of our audited Consolidated Financial Statements of October 31, 20192020 and 20182019 (“Segment Analysis” section).

Research and Development (R&D):

We continue to invest in research and development to further our business goals including maintaining our lead in volumetric imaging sonar sector (Products Segment) 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 Pointunique selling point for the Thermite® range is that we can customize these for specific customer requirements. Big competingCompeting companies sell standard off the shelf mission computers and, in general, do not offer customize per requirement.solutions. This is the business opportunity for our Thermite technology.

In the 20192020 FY this category of expenditure increased by 8.9%13.8%. The increase was largely incurred in the Marine Engineering Business.

In the 20192020 FY the Products SegmentBusiness continued to develop the range of its product offerings including its volumetric real time imaging sonar series, the new inertial navigation and positioning system (its new F280® series), its new sonar 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.

The Services Operations continued to invest in the 4^th Gen and 5^th Gen of its products (including its real time volumetric imaging sonar). In early 2020, the Products Segment will be transitioning a number of new products from our R&D division into production and for sale in the market such as its 5^th Gen 5 Dimensional and 6 Dimensional (5D and 6D) sonars. This is a significant milestone for the business, and we believe will be pivotal in giving the Company a decisive and irrefutable lead in the underwater volumetric imaging sonar market. No other sonar is either 5D or 6D capable allowing the user to have configurable real time 3D data sets in parallel (Echoscope® PIPE). Many competing companies have recognized the importance of real time 3D and have started labelling their products as such. Our leap forward to a 6D platform will decisively distinguish our capabilities and we hope will cement our lead.

The Services Segment continues to invest in Thermite® Octal and we have now established an embedded engineering division within the Services Segment – with the goal of providing customizable Thermite® Octal solutions for embedding into a broader range of customer programs and solutions.

In the FY2019 Period, the Group invested in engineering GEN 1 of the production prototype of the Head Up Display System for Divers (the “HUD”) pursuant to the collaboration under the Cooperative Researchsolutions and Development Agreement (“CRADA”) with Naval Surface Warfare Center, Panama Division (“NSWC PCD”) for NAVSEA entered into on or around July 2018.Underits terms, the Company was required to take NSWC’s concept into productionas such R&D expenditures increased by funding and delivering the GEN 1 HUD Prototype within 12 months of the Agreement. The Company has now achieved this goal and this has been formally confirmed by the Project Sponsor NAVSEA.

Following the successful transitioning of the GEN 1 HUD product from NSWC PCD, the Company has now entered into an exclusive license with NSWC PCD to manufacture and sell613.5% in the commercial market in the USA. Subject2020 FY for this segment compared to the terms of the exclusive license (such as payment of fees and royalties), the license will be for the duration of the Licensor’s patent pertaining to the face plate used in the HUD and will be exclusive. It allows us to practice the invention in the USA in the commercial market. However, no license is required for sales outside of the USA or sales to the government. We also will have to pay an annual license fee and royalties on commercial sales. We also expect the Coda Octopus Echoscope® and HUD system will be included on the Approved Navy Use (ANU) list allowing the Navy and government bodies to acquire these items.

We anticipate that a small number of GEN 1 HUD units will be purchased across various Navy divisions and by NASA in 2020 for continued assessment. In the same time frame, we also expect to receive R&D funding from the Navy to commence the second generation (GEN 2) development between in January 2020.

We further anticipate that the GEN 1 HUD will be operational in the Navy Fleet in early 2020.

We budgeted a total of $500,000 for the development of the first prototype HUD in 2019 and have largely expended this amount.

We believe we have reached the pinnacle of our current R&D investments in our products and we would expect that in 2020 these expenditures will remain approximately at the 2019 level. Furthermore, we expect that GEN 2 of the HUD will be funded by the Navy.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.milestones which have required significant expenditures. We will continue to innovate but we believe our 20202021 focus, subject to the Pandemic being under control, will be in the areasarea 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 investmentsa significant part of our financial resources into sales and marketing.

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

Overall, SG&A in the 2020 FY reduced by 8.6% over the 2019 FY due to certain government relief grants relating to the coronavirus Pandemic coupled with reduction in expenditures in this area. Further discussions on SG&A are set out immediately below:

Key Areas of SG&A Expenditure across the Group for the year ended October 31, 20192020 compared to the year ended October 31, 20182019

In our core areas of reporting on SG&A expenditures, variations between the 2019 FY and the 2018 FY were relatively modest, exceptWe incurred a material increase in the category of Marketing whereWages and Salaries expenditures. In 2020 FY under the UK Government CJRS we expecthad grants for UK employees retained during the Pandemic period of $257,844. Without this to continue tocontribution 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 increased marketing and sales related activities we will be performingPandemic), increase in connection with our various product launches and strategy to increase our sales, mainly in the Products Segment. We intend to launch some significant products in 2020 andcosts of attracting new software development resources (for which we are refocusingexperiencing severe competition); increase in Employers’ Pension Contribution (UK) and US 401K plan totaling $124,622 account for the increase in this category of expenditures.

In the 2020 FY expenditures relating to the category of “Rent” reduced by 34.84% compared to FY 2019 as most premises which we now use for our investments from R&D to salesbusiness operations are owned by the Company with the exception of premises used in Denmark and marketing. We therefore expect SG&A to increase to reflect investmentsother small storage facilities that we are making in recruiting a number of senior sales personnel across the Group.use.

In the 2020 FY we expectexpenditures relating to invest morethe category of “Marketing” reduced by 46.90% due to reduction in Marketing where we havetravel and trade show costs as a number of significant new products to bring to market including our 5^th Gen 5D and 6D sonars and our Head Up Display (HUD) real time diving solutions for both the defense and commercial markets. The investment involves bringing in new sales and marketing staff, attending more trade events and travelling to see potential customers.

In respectresult of the category “Rent”, we expect thiscoronavirus Pandemic which restricted movement.We also suffered losses resulting from non-cancellation fees of approximately $40,000, again due to be substantially lower in the 2020 period as most of our facilities associated with our operations are owned, except for our premises in Denmark where we have taken on new premises to ensure that we can continue to operate in the European Union irrespective of the outcome of Brexit (see the beginning of Item 7 where we discuss Brexit and its implications for our business, more fully).events being cancelled.

In the 20192020 FY we had expenses of $650,409$610,780 for stock based compensation (a non-cash item) as compared to $448,449$650,409 in the corresponding 20182019 FY.

Operating Income:

InOperating Income in the 2020 FY compared to the 2019 FY both operating businesses (Productswas significantly down 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 Services) largely performed their business plan which resulted in anincreased expenditures relating to our Pandemic response and general increase in revenues even though Gross Margins were less and R&D and SG&A increased.costs of our projects due the Pandemic.

Interest Expense:

On or around April 28, 2017 we entered intoThe reduction in Interest Expense is a reflection of the reduction in the principal amount outstanding under our Senior Secured Debenture Instrument with HSBC NA (“HSBC Debenture”) for an amount of $8,000,000 (“Proceeds”). This HSBC Debenture has an interest rate of 4.56% per annum. The Proceeds from the HSBC Debenture were used to repay an existing Senior Debenture which was obtained in 2007. As the interest payable under the HSBC Debenture was significantly lower, this resulted in this category of interest being reduced over time.NA.

On or around March 28, 2018, using proceeds from a capital raise, the Company reduced its indebtedness under the HSBC Debenture to approximately $1,917,602. As of October 31, 2019, our balance on the HSBC Debenture was $1,059,574. The amortization schedule for the HSBC Debenture is set out in Note 8 of the audited Consolidated Financial Statements of October 31, 2019 and 2018.

Due to the events described in the preceding paragraph, our interest expense was reduced significantly in the 2019 FY.

Other Income:

The make-upIn 2020 FY, we received $648,871 under the Paycheck Protection Program scheme (“PPP”) which the US Administration made available as part of the Pandemic response package for companies. All the PPP amounts received have been utilized in accordance with the purpose and objective of the program and these amounts have now been forgiven under the Program.

Additionally, the composition of this category isincludes UK Value Added Tax rebates from purchases made outside of the European Union by our UK operations and is subject to fluctuations based upon the amount of those purchases.

Net Income before Income taxes for the year ended October 31, 20192020 compared to the year ended October 31, 20182019

In the 20192020 FY, Net Income before taxes was considerably greater as a result of a 39.7% increasedown by 45.5% due to the significant reduction in our revenues (by 20% over the 2018 FY. Although margins were lowerprevious 2019 FY) which was compounded by “Total Operating Expense’s remaining broadly the same as 2019 FY (a slight reduction of 2.5% in 2020 FY). This resulted in a material decline in Net Income before taxes of 45.5% in the 2020 FY as compared to the 2019 FY, Gross Profit was up along with an increase of 100.6% increase in our Income from Operations, despite significant increases in both R&D and SG&A expenditures (increased by 12.5% during this fiscal year).FY.

Net Income after Income taxes for the year ended October 31, 20192020 compared to the year ended October 31, 20182019

AlthoughIn the 2020 FY Net Income after Income taxes increaseddeclined by 7.6% in the 2019 FY, the increase is not proportional to our 2018 FY net financial results. This is36.0% due to the Companyreasons explained in the 2018 FY recognizing and recording a tax benefit of $1,754,169 as a result of management’s judgement in the 2018 FY that the probability of utilizing the Company’s Net Operating Loss (“NOLs”) carry forwards had materially increased. In the 2018 FY, our Net Income after tax included a tax benefit of $1,754,169 whereas in the 2019 FY the Company recorded a tax expense of $1,007,354.preceding paragraphs.

Comprehensive Income for the year ended October 31, 20192020 compared to the year ended October 31, 20182019

We conduct a large part of our business in various foreign currencies, for example, the British pound, Danish Kroner, Euros and Australian Dollars.

This category is affected by foreign currency adjustments during the reporting period. In the 20192020 FY we had a loss of $185,870 compared to a gain of $93,255 compared to a loss of $190,232 in the 20182019 FY. There are generally significant foreign currency fluctuations, particularly between the US$US dollar (our reporting currency) and the British Pound. Since the UK decided to leave the European Union the British poundPound has been falling significantly against the US dollar (see Note 2, paragraph n of Notes to the audited Consolidated Financial Statements for October 31, 20192020 and 20182019 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”.

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, 20192020 and 2018,2019, respectively.

Coda Octopus Martech and Coda Octopus Colmek (“Services Segment” or “Marine Engineering Business”) are providing engineering services as sub-contractors mainly to prime defense contractors and Coda Octopus Products operations are comprised primarily of product sales, technology solutions sales, rental of equipment and/or software and associated services (“Products Segment” or “Marine Technology Business”).

The Company’s reportable business segments sell their goods and services in four geographic locations:

Liquidity and Capital Resources

At October 31, 2019,2020, the Company had an accumulated deficit of $26,769,207,$23,425,622, working capital of $21,112,407$24,301,375 and stockholders’ equity of $30,627,773.$34,396,268. For the year then ended, the Company generated cash flow from operations of $6,391,269.$4,434,406.

We believe that our current level of cash and cash generation will be sufficient to meet our short and medium-term liquidity needs. At October 31, 2019,2020, we had cash on hand of approximately $11.7$15.1 million and both billed and unbilled receivables of approximately $6.7$2.9 million. Our current cash balance represents approximately 1826 months of Selling, General and Administrative Expenses. The Company continues to critically evaluate the level of expenses that we incur and reduce those expenses as appropriate.

Furthermore, on or around November 26, 2019, the Company was grantedWe also have access to a revolving line of credit of $4 million from HSBC NA. This line of credit is available to the Company for short termshort-term working capital.capital purpose. All amounts under the Revolving Line of Credit are payable at the end of each financial year. The facility is renewable annually.was renewed for another year and extends to November 2021. To date, the Company has not borrowed any funds under this credit line, and it has no current intent to borrow any funds under the arrangement in the near future.line.

Our main liquidity issues are forward buying components and inventory for our products which encompass specialized electronics, funding our research and development program (“R&D”) which requires significant expenditures in attracting engineering skills and incurring non-recoverable and non-recurring costs for researching, developing and prototyping products;products and managing our currency exposure; and servicing our senior secured debentures.exposure.

We have a significant concern about adverse currency fluctuations and the effect that those currency fluctuations have on our operations and profitability. As mentioned previously, Brexit has had a significant negative effect on the value of the British pound versus the US Dollar. A significant portion of our business is in the United Kingdom and the substantial decrease in the value of the British pound is reflected in lower revenues for our product sales. In addition, all our loans are denominated in US Dollars, which means that the dollar value of those loans has effectively gone up since these are partially serviced with British Pounds. The UK is poised to leave the European Union on January 31, 2020 and fundamental uncertainties will continue until its’ future relationship with the European Union member states is clarified. While we have chosen not to hedge any of our currency exposure, we continue to evaluate the need to do so and will consider a hedging strategy if and when appropriate.

Operating Activities

Net cash generated from operating activities for the year ended October 31, 20192020 was $6,391,269.$4,434,406. We recorded net income for the period of $5,225,199.$3,343,585. Other items in uses and sources of funds from operations included non-cash charges related to depreciation and amortization, deferred tax asset and stock-based compensation, which collectively totaled $1,493,399.$1,487,248. Funding from the Paycheck Protection Program was recognized as income and reduced cash from operating activities by $648,871. Changes in operating assets decreasedincreased net cash from operating activities by $645,553$6,566 and changes in current liabilities increased net cash from operating activities by $318,224.$245,878.

Investing Activities

Net cash used byin investing activities for the year ended October 31, 20192020 was $1,582,558.$998,335.

Financing Activities

Net cash usedprovided in financing activities for the year ended October 31, 20192020 was $692,705$162,405 as a result of paying down the debt of the Company and issuing stock for cash.receiving funding from the Paycheck Protection Program.

Secured Promissory Note

On April 28, 2017, Coda Octopus Group, Inc. (the “Company”) together with its wholly owned US subsidiaries, Coda Octopus Products, Inc. and Coda Octopus Colmek, Inc. (together, the “Subsidiaries”), entered into a loan agreement with HSBC Bank NA (the “Lender”) for a loan in the principal amount of $8,000,000 (the “Loan”). The annual interest rate is fixed at 4.56%.

The obligations in connection with the repayment of the Loan are secured by all assets of the Company and its Subsidiaries. In addition, the repayment of the Loan is guaranteed by three of the Company’s overseas subsidiaries.

In March 2018, the Company repaid a significant portion of the outstanding HSBC Debenture. As of October 31, 2019,2020, we had $1,059,574$573,108 outstanding under this Debenture. We anticipate that in accordance with our current repayment schedule the remaining balance will be repaid within 22 months fromby the end of the 2019 fiscal year.Financial Year 2021.

Private Placement

On January 29, 2018 (“Transaction Date”), the Company consummated the sale and issuance of 1,125,950 shares of its common stock in a private placement of shares of common stock at $4.40 per share (the “Offering”). Total gross proceeds from the Offering were $4,954,180. The purchase price per share was based on a 10% discount of the volume weighted average price of the common stock on the Nasdaq Capital Market for the 30-consecutive trading-day period ending on January 22, 2018. For a period of 36 months from the Transaction Date, the investors also have the right to purchase, based on their pro-rata ownership of common stock, shares (or securities convertible into shares) offered in subsequent offerings, subject to certain limited exceptions.

Foreign Currency

The Company maintains its books in local currency: US Dollars for its US operations, British Pounds Sterling for its United Kingdom operations, Danish Kroner for its Danish operations and Australian Dollars for its Australian operations.

For the fiscal year ended 2019, 54%2020 FY, 44% of the Company’s operations were conducted inside the United States and 46%56% outside the United States through its wholly owned subsidiaries. As a result, fluctuations in currency exchange ratesfluctuations may significantly affect the Company’s sales, profitability, balance sheet valuations and financial position when the foreign currencies of its international operations are translated into U.S. dollars for financial reporting.reporting purposes. In addition, we are also subject to currency fluctuation risks with respect to certain foreign currency denominated receivables and payables. Although the Company cannot predict the extent to which currency fluctuations may affect the Company’s business and financial position, there is a risk that such fluctuations will have an adverse impact on the Company’s sales, profits, balance sheet valuations and financial position. Because differing portions of our revenues and costs are denominated in foreign currency, movements in those currencies could impact our margins by, for example, decreasing our foreign revenues when the dollar strengthens and not correspondingly decreasing our expenses. The Company does not currently hedge its currency exposure. In the future, we may engage in hedging transactions to mitigate foreign exchange risk.

The translation of the Company’s UK operations’ British Pound denominated balance sheets and results of operations into US dollars was affected by changes in the average value of the US dollar against the British Pound. The average exchange rate during the 2019 period2020 FY was $1.275$1.2897 USD to the GBP against $1.3420$1.275 USD to the GBP during the 20182019 period – a declinean increase of the value of the GBP against the USD of 5.3%1.2%.

The translation of the Company’s Australian operations’ Australian Dollar denominated balance sheets and results of operations into US dollars was affected by changes in the average value of the US dollar against the Australian Dollar. The average exchange rate during the 2019 period2020 FY was $0.7007$0.6830 against $0.7534$0.7007 USD to the AUD during the 20182019 period – a decline of the value of the AUD against the USD of 7.5%2.5%.

The translation of the Company’s Danish operation’soperations’ Danish Kroner (DKK) denominated balance sheets and results of operations into US dollars was minimal and had no material impact on our results.affected by changes in the average value of the US dollar against the Danish Krone. The average exchange rate during the 2020 FY was $0.1517 against $0.1505 USD to the DKK during the 2019 period – an increase of the value of the DKK against the USD of 0.8%.

These are the values that have been used in the calculations below.

The impact of these currency fluctuations on the 2019 period2020 FY is shown below:

This table shows that the effect of constant exchange rates, versus the actual exchange rate fluctuations, decreasedincreased net income for the year by $464,424$66,742 and increased net assets by $163,006. All of these$318,454. These amounts are material to our overall financial results.

The United Kingdom’s continuedSince the UK voted to leave the European Union membership in 2016 until recently, the UK’s future trade relationship with the European Union introduces some ongoingwas uncertain. This uncertainty which, among other things, is likelygave rise to see significant volatility inof the UK Pound against major currencies including the US Dollar. This volatilityDollar causing us to suffer losses due to currency fluctuations. With the future relationship now determined, it is anticipated that the fluctuations between the British Pound and other major currencies including the US Dollar will not be as extreme and we anticipate that losses suffered due to this is likely to impact revenues and balance sheet consolidated valuation, since a significant part of our operations are in the United Kingdom. While we have chosen not to hedge any of our currency exposure, we continue to evaluate on an ongoing basis the cost benefit analysis of doing so.reduce.

Off-Balance Sheet Arrangements

We do not have any off balanceoff-balance sheet arrangements.

Inflation

The effect of inflation on the Company’s operating results was not significant during the 20192020 period.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Reference is made to the Index of Financial statements following Part III of this Report for a listing of the Company’s Consolidated Financial Statements and Notes thereto.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s (the “SEC”) rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure.

The Company’s management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial (and principal accounting) Officer, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act) as of October 31, 2019.2020. Based upon that evaluation the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

Management’s Report on Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed by, or under the supervision of, a public company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US generally accepted accounting principles (“US GAAP”) including those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP, and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Our management, with the participation of our Chief Executive Officer and Group Financial Officer, has assessed the effectiveness of our internal control over financial reporting as of October 31, 2019.2020. In making this assessment, our management used the criteria established inInternal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013 Framework). Based on its assessment, our management believes that, as of October 31, 20192020 our internal control over financial reporting was effective based on those criteria.

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.

Changes in Internal Control over Financial Reporting

We have made materialDuring the year ended October 31, 2020, there were no changes in ourthe Company’s internal control over financial reporting as(as defined in RulesRule 13a-15(f) and 15d–15(f) under the Exchange Act. DuringAct) that have materially affected, or are reasonably likely to materially affect, the fiscal year ended October 31, 2019 we took steps to bolsterCompany’s internal control over financial reporting. As part of that process, we added additional layers of review. We hired an outside consultant to help perform additional review functions and properly segregate duties. Based on its assessment, our management believes that, as of October 31, 2019, our internal control over financial reporting was effective based on those criteria.

ITEM 9B. Other Information

Not Applicable

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Directors and Executive Officers

The following persons are the executive officers and directors as of the date hereof:

Annmarie Gayle has been our Chief Executive Officer and a member of the Board of Directors since 2011 and our Chairman since March 2017. She is also our Chief Executive Officer for our flagship products business, Coda Octopus Products, Limited (UK) since 2013. Prior thereto, she spent two years assisting with the restructuring of our Company. She previously served with the Company as Senior Vice President of Legal Affairs between 2006 and 2007. Earlier in her career she worked for a leading London law practice specializing in Intellectual Property Rights, the United Nations and the European Union. Ms. Gayle has a strong background in restructuring and has spent more than 12 years in a number of countries where she has been the lead adviser to a number of transitional administrations on privatizing banks and reforming state-owned assets in the Central Eastern European countries including banking, infrastructure, mining and telecommunications assets. Ms. Gayle has also managed a number of large European Union funded projects. Ms. Gayle holds a Law degree gained at the University of London and a Masters of Law degree in International Commercial Law from Cambridge University. She is qualifiedUniversity and has completed her professional law exams to practice as a solicitorlaw in England & Wales. Because of her wealth of experience in corporate governance, large scale project management, restructuring, strategy, structuring and managing corporate transactions, we believe that she is highly qualified to act as our Chief Executive Officer.