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): December 5, 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
December 5, 2011, Coda Octopus Group Inc. (the “Company”) completed the issuance
of 21,857,143 shares of common stock of the Company to certain of its
shareholders in exchange for (i) the surrender by these shareholders of warrants
to purchase an aggregate of 21,857,143 shares and (ii) amendments (the
“Amendments”) to a series of identical securities purchase agreements (the
“Agreements”) between the Company and such shareholders. The
Agreements were entered into between the Company and a group of accredited
individual and institutional investors between April and May 2007 and contained
certain price protection and ratchet provisions that hampered the Company’s
ability to raise additional financing. As a result of the Amendments,
such provisions were deleted from the Agreements. Under the terms of
the Agreements, the Amendments required the consent of no less than 85% of the
parties thereto. In addition, the Agreements were terminated with
respect to all consenting shareholders. No cash was paid to any
person in the exchange.
As a
result of the transaction described above, as of the date hereof, there are
74,103,102 shares of common stock issued and outstanding.
The sale
of the shares of common stock was exempt from the registration requirements of
the Securities Act of 1933, as amended (the “Act”) pursuant to Section 4(2) of
the Act due to the fact that the offering of the shares of common stock was made
on a private basis to a limited number of purchasers.
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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
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:
February 3, 2011
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/s/
Geoffrey Turner
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