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 27, 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)
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))
Item 2.04 Triggering Events That
Accelerate or Increase a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement.
On August
23, 2010, Coda Octopus Group, Inc. (the “Company”) failed to make the full
scheduled interest payment under the senior secured convertible notes in the
principal amount of $12,000,000 dated February 21, 2008 (the
“Notes”). This constitutes an event of default under the terms of the
Notes.
The Notes
are secured by all of the assets of the Company and its
subsidiaries. Under the terms of the Notes, in the event of a
default, the holder of the Notes may enforce its right, including foreclosure of
the Company’s assets.
The Note
holder has demanded the repayment of the special purpose amounts of $6,000,000
advanced to the Company for an approved acquisition under the original loan and
which it has failed to make. The Company has 120 days to satisfy this
demand.
As a
result of the foregoing, the Company is in the process of exploring ways to
restructure its business and capital structure in full cooperation with the
holder of the Notes.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On August
10th, 2010, Judith Wallace tendered her resignation as a director and the
Company’s Chief Financial Officer. Judith continues to work with the Company
through her notice period of 90 days. On August 23, 2010, Rear
Admiral Christopher Parry tendered his resignation as a member of the Board of
Directors of the Company. On 25th August
Charles Runnels tendered his resignation as a member of the Board of Directors
of the Company.
Item
9.01 Financial Statements and Exhibits.
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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
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SIGNATURES
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 27th, 2010
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/s/
Geoffrey Turner
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