SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): August 2, 2010
CODA
OCTOPUS GROUP, INC.
(Name of
Small Business Issuer in its Charter)
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Delaware
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000-52815
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34-200-8348
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(State
or other jurisdiction of
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(Commission
File Number)
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(I.R.S.
Employer
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incorporation
or organization
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Identification
Number)
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Newport
Office Center I
111
Town Square Place, Jersey City, Suite 1201
New
Jersey 07310
(Address,
Including Zip Code of Principal Executive Offices)
(212)
924-3442
(Issuer's
telephone number)
164 West, 25th Street, 6th Floor, New York
New
York 10001
(Former
name or former address, if changed since last report)
Copies
to:
Louis A.
Brilleman, Esq.
110 Wall
Street, 11th
Floor
New York,
New York 10005
Phone:
(212) 709-8210
Fax:
(212) 943-2300
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
On August
2, 2010, the Board of Directors of Coda Octopus Group Inc. (the “Company”)
elected Charles Runnels and Rolf Kahrs Hansen to fill existing vacancies on the
Company’s Board of Directors.
Since
2004, Mr. Runnels has been President and Chief Executive Officer of FORT
Properties, Inc., a firm specializing in fractional ownership offerings within
the real estate industry, of which he was one of the founders. Prior
thereto, Mr. Runnels spent four years with CB Richard Ellis Investors, where his
team structured and implemented a packaged real estate investment product known
as the "1031FORT." Mr. Runnels serves on the 1031 sub-committee for
the Investment Program Association (IPA) and is a member of International
Counsel of Shopping Centers (ICSC). He is a frequent speaker on Section 1031
fractionalized ownership and has most recently participated in the Credit Net
Lease Forum in New York City, the USC Crocker Symposium in Los Angeles, the
Build to Suit Forum of National Association of Industrial & Office
Properties (NAIOP), the CBRE Private Client Group Conference in New Orleans, the
CBRE Institutional Client Forum in New Orleans and the CBRE World Conference in
Las Vegas.
Dr. Rolf
Kahrs Hansen has been the Chief Scientist at CodaOctopus Omnitech AS, the
Company’s wholly owned subsidiary and has been with the company since its
acquisition by Coda Octopus in 2002. He is also one of the two (2) inventors of
the Company’s patented solution which it markets under its trademark Echoscope®
and which covers a method of producing a 3D sonar image that permits real time,
three dimensional visualization of submerged /underwater
environment. During this time he has also been a
consultant for EuroSleep AS, Norway, an entity that manages several hospital
departments specialised on obstructive sleep apnea diagnosis and treatment, as
well as a consultant for MRA AS, Norway and MRA-Medical Ltd. UK. MRA produce and
sell the ApneaGraph system for diagnosis of sleep apnea. Prior
thereto he was a Managing Director and the Chief Engineer at OmniTech, a company
that was acquired by the Company in 2002. In that capacity he was
intimately involved in the development of acoustical underwater 3D sonar systems
and the development and production of battery powered data acquisition system.
He also is very involved in the Company’s patent strategy. Dr. Hansen
holds a doctoral degree from the University of Bergen and a M.Sc. from the
University of Trondheim, Norwegian Institute of Technology: Department of
Applied Physics.
The
Company has agreed to pay Mr. Runnels $1,875 per board meeting plus expense
reimbursement. He will also be granted options to purchase 50,000
shares of Company common stock at $1.05 per share or such other price as the
Board or Compensation Committee shall deem fit.
Dr.
Hansen will be granted 100,000 shares of the Company’s Common Stock on the first
anniversary of his appointment.
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(a)
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Financial
Statements.
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None.
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(b)
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Exhibits.
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None
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated:
August 10, 2010
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/s/
Geoffrey Turner
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