Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Nathan Parker, Chief Financial Officer of Coda Octopus Group, Inc. (the "Company"), left the Company effective May 3, 2023.

(c) On May 1, 2023, the Company appointed Gayle Jardine to be the Company's interim Chief Financial Officer, effective May 4, 2023, until a permanent replacement is found.

Ms. Jardine has been the Company's European Finance Director since 2015. During this time, Ms. Jardine has been an integral part and leader within our Finance Division. Prior to joining the Company, Ms. Jardine was the owner and director of Pentland Accounting Limited and provided management accounting services to a range of commercial customers. She also previously served as the operations & finance manager for Wireless Fibre Systems and has held management reporting leadership roles at both Scottish Water Solutions and Honeywell. Jardine holds a Bachelor's Degree with Honors from Robert Gordon University and has held a Chartered Institute of Management Accounting qualification since 1996. Ms. Jardine began her career in financial analysis and financial business consulting in Hewlett Packard's electronic test and measurement business in both Scotland and Santa Rosa, USA, focusing on supporting research and development, marketing, production, and procurement. Following the division's spin-off to form Agilent Technologies, she served as a planning and reporting manager within the firm's Scottish division, and then as a financial operations manager for a global product line across the U.K., U.S., and Germany.

Ms. Jardine is currently being paid an annual salary of £78,000 (or approximately $96,720). As inducement for assuming the additional duties, she will be paid an additional short-term incentive payment of £5,000 (approximately $6,200) for each month that she acts as the Company' interim Chief Financial Officer. In addition, she was granted a restricted stock award of 2,500 shares of common stock vesting six months from that date of grant.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits

The following exhibits are filed with this report:





Exhibit No.   Description

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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