ITEM 1A. RISK FACTORS 20
ITEM 1B. UNRESOLVED STAFF COMMENTS 20
ITEM 1C. CYBERSECURITY 20
ITEM 2. PROPERTIES 21
ITEM 3. LEGAL PROCEEDINGS 21
ITEM 4. MINE SAFETY DISCLOSURES 21
PART II
ITEM 6. SELECTED FINANCIAL DATA 22
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 39
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 39
ITEM 9A CONTROLS AND PROCEDURES 39
ITEM 9B OTHER INFORMATION 39
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. 39
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 40
ITEM 11. EXECUTIVE COMPENSATION 45
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 48
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 49
SIGNATURES 50
FORWARD-LOOKING
STATEMENTS
This
annual report on Form 10-K (this “Annual Report”) contains forward-looking statements, which are subject to the safe harbor
provisions created by the Private Securities Litigation Reform Act of 1995. 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 or variations of such words are intended to identify forward-looking statements but are
not the exclusive means of identifying forward-looking statements in this Annual Report. The identification of certain statements as
“forward-looking” is not intended to mean that other statements not specifically identified are not forward-looking. All
statements other than statements about historical facts are statements that could be deemed forward-looking statements, including, but
not limited to, statements that relate to our future revenue, product development, customer demand, market share, growth rate, competitiveness,
gross margins, levels of research, development and other related costs, expenditures, tax expenses, cash flows, our management’s
plans and objectives for our current and future operations, the levels of customer spending or research and development activities, and
related events, general economic conditions, and the sufficiency of financial resources to support future operations and capital expenditures.
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
Corporate
Information
Our
principal executive offices are located at 3300 S. Hiawassee Rd, Orlando, FL 32835. Our telephone number is +1 (407) 735-2406. We
maintain a corporate website at www.codaoctopusgroup.com. The reference to the Company’s
website address does not constitute incorporation by reference of the information on the
Company’s website into this Form 10-K.
Overview
Coda
Octopus Group, Inc. (“Coda” “the Company” or “we”), through its wholly owned subsidiaries, operates
two distinct segments:
Marine Technology Business (Products Segment)
Our
Marine Technology Business is a technology solution provider to the underwater market. It owns key proprietary and unique technology
comprising its real time volumetric imaging sonar technology (Echoscope® technology) and diving technology (Diver
Augmented Vision Display - “DAVD”), both of which are applicable to the underwater market, and which are used in the
commercial offshore and defense sectors. It also sells other proprietary subsea products such as its geophysical hardware and
software solutions and inertial navigation systems. All innovations, design, development and manufacturing of our products are
performed within the Company. As part of our patent strategy, we endeavor to actively protect our innovations by seeking patent
protection where appropriate.
Our imaging sonar series is marketed
under the name Echoscope® and Echoscope PIPE® and are
used primarily in the underwater construction, offshore renewables, and offshore oil and gas, complex underwater mapping, salvage
operations, dredging, bridge inspection, navigation of underwater hazard, port and harbor security, mining, commercial and defense
diving, marine sciences sectors and more broadly applications for real time 3D monitoring, inspection and visualization underwater.
Uniquely, the Echoscope® technology is a single sensor for multiple underwater applications that can be used to
image in 3D, moving objects in zero visibility water conditions. Competing technologies such as the multibeam primary function is
for mapping the seabed and are not real time 3D sonars.
Our
diving technology marketed under the name “CodaOctopus® DAVD” addresses the global defense and commercial
diving markets. We have two variants of the DAVD: the tethered and untethered variant. The tethered variant is used with a connection to a surface vessel and the untethered variant is not connected
to a surface mothership for air supply.
The
DAVD solution has the potential to radically change how diving operations are performed globally because it delivers real time
information simultaneously to the divers underwater and their surface-based dive supervisors. The DAVD Head- Up Display (“HUD”) is used as a data
portal for the diver while underwater. Various types of information are displayed to the diver in the HUD in real time and there by
obviating the need for voice instructions.
The
DAVD untethered solution (“DUS”) is designed for the Defense and Military market where diving is performed without
connection to a surface vessel. These divers are typically military divers performing special forces operations, mine detection and clearance or reconnaissance and
surveillance. Similar to the tethered variant, the DAVD HUD is used for displaying a range of
mission-related information to the diver.
DAVD’s
concept of using a pair of glasses, which is capable of augmented reality display, inside the face mask, helmet or other diving suits
is protected by patent. The Company has an exclusive license to exploit this utility patent.
The
Marine Technology Business operates through our wholly owned subsidiaries Coda Octopus Products, Inc., (Orlando), Coda Octopus Products
Ltd (UK), Coda Octopus Products A/S (Denmark) and branch office Coda Octopus Products A/S in The Netherlands)), and Coda Octopus Products
(India) Private Limited (India).
Marine Engineering Business (Services Segment)
Our
Marine Engineering Businesses are suppliers of embedded solutions and sub-assemblies which they design and manufacture and sell as a
component of mission critical integrated defense systems. The Services Segment established its business in 1977 and has been
supporting a number of significant defense programs of record for over 40 years, including Raytheon’s Close in Weapon Support
(CIWS) and Northrop Grumman’s Mine Hunting Systems Program (AQS-24) Program. The Services Segment’s business model
entails engineering components for integration into broader defense programs, such as the CIWS program. Typically, they supply
prototypes units which are validated for integration and thereafter, subject to meeting the acceptance criteria, these lead to
contracts for manufacture, repair and upgrade for the life of the program, which can span decades. We enjoy sole source status for the parts that we design
and supply into these programs. This business model ensures recurring and long tail revenues. Coda Octopus Colmek, Inc. and Coda Octopus Martech Ltd,
qualify as small businesses. This opens opportunities under state requirements to collaborate with Prime Defense Contractors on
these programs. A significant part of the revenues generated by the Marine Engineering Business is highly concentrated and are
usually derived from a small number of prime defense contractors such as Raytheon or Northrop. In any one financial year, between
20% to 30% of our consolidated revenues may be derived from these customers either alone or collectively.
The
Services Segment operates through our wholly owned subsidiaries, Coda Octopus Colmek, Inc (“Colmek”), which is based in
Salt Lake City, Utah and which we acquired in 2007, and Coda Octopus Martech Limited (“Martech”), which is based in
Portland, United Kingdom and which we acquired in 2006.
Newly Acquired Third Business Unit into the
Group’s Products Segment
On
October 29, 2024 we acquired Precision Acoustics Limited (hereinafter referred to as “PAL”), a company established under
the laws of England. This Company is a recognized leader in the ultrasound and acoustic measurement field. Specializing in acoustic
hydrophone design and innovative acoustic materials, they provide a comprehensive range of products and solutions, with a primary
focus on medical imaging and Non-Destructive Testing (NDT). NDT is used to validate the viability of structures such as aircraft,
ship hulls, wellheads and other subsea structures. Their expertise extends to working closely with national and global
standard-setting bodies (such as the National Physical Laboratory of the UK), contributing to the establishment of the primary
measurement standards in the industry. This business was acquired to gain access to their expertise and leverage this across the
group including in the area of advancing the Echoscope® technology. We believe the addition of their expertise and capabilities
positions the Group to qualify to compete for larger Defense contracts.
For
segment reporting purposes this newly acquired Company will be reported within our Products Segment.
Therefore, our Products Segment will now comprise PAL
and our Marine Technology Business.
Cross-Group
Synergies
Our
Marine Technology Business and Marine Engineering Services Business both have established synergies
in terms of customers, technologies and specialized engineering skills 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, the Marine
Technology Business and Marine Engineering Business work jointly on projects including responding jointly for responding to invitations
to tender for new projects with broader scope. We believe the Services Business is important to our overall growth strategy as it brings
significant engineering depth for the development of the technology solutions offered by the Marine Technology Business. This also ensures
tighter control over our intellectual property rights, which are important for our market position. The addition of the expertise of
PAL in the field of acoustics and NDT positions the Group to consolidate its capabilities and therefore jointly compete
for larger Defense contracts.
Key
Pillars for our Growth Plans
Our
Echoscope® and DAVD technologies are our most promising products and solutions for the Company’s near-term growth.
We
believe that our real time 3D/4D/5D/6D imaging sonars are the only acoustic imaging sonars capable of providing real time 4D imaging
of moving objects in zero visibility water conditions and making real time 3D physical measurements of objects underwater. Competing
acoustic imaging sonars such as the multibeam sonars are primarily seabed mapping tools which are not designed to perform complex
seabed mapping or imaging of moving objects in 3D underwater. The Echoscope® technology therefore is a key sensor for
underwater construction activities, inspection and monitoring in real time 3D. We also believe that our new generation of Echoscope
PIPE® is the only sonar that can generate concurrently multiple real time 3D/4D/5D/6D acoustic images using different
acoustic parameters in real time such as field of view, pulse length, filters, beam density and various beamforming modes. This has
the potential to reduce the number of underwater sensors that are required on a project at any one time and therefore improve the efficiency of these underwater operations.
In
our industry we are widely considered the leading solution provider for underwater real time 3D visualization.
We
also believe that the DAVD solution is poised to radically change the way diving operations are performed by providing a fully integrated
suite of sensor data which can be shared in real time by the dive supervisor on the surface vessel and the diver by displaying the required
data in the DAVD HUD. Current diving is done largely by poor analog voice command missions (with the diver supervisor on the surface providing verbal instructions
to the diver underwater) using a disparate suite of
systems for video data, communications, and positioning, which is not available to the diver firsthand. Furthermore, by combining the
DAVD with our real time 3D sonars, (Echoscope®), it allows diving to be performed in difficult water conditions (turbidity
or zero visibility issues) and thus addresses the common problem of underwater operations having to be aborted due to visibility issues.
The
DAVD tethered version, which has now been moved from the customer’s research and development phase into its operational phase, is now in early-stage adoption and is currently operational across nine naval commands within the US Navy. This means that the DAVD tethered version
is now a standard item available for purchase and for which budget lines can be established within the various user commands within the
Navy.
In
the Current FY we continued our global marketing campaigns for the adoption of the DAVD tethered system outside of the US Navy. We
believe we have made significant progress with these campaigns. Due to funding shortage on US Defense Programs during the Fiscal
Year 2024, funds were not allocated for the DAVD tethered system. We are aware that a number of commands have requested DAVD
systems, but these are awaiting budget approval. We do not believe these opportunities have gone away but until the Federal Budget
is in place by the new Administration, we expect that US Defense Programs will continue to be funded through continuing resolutions
under which there is limited funding available. This may result in a shift of spending priorities which may impact on the
level of allocation of funding to programs like the DAVD.
We
continue to see great interest in the technology from the marketplace and as we introduce the new generation of the DAVD Augmented Reality
HUD, this has galvanized solid interest in the technology.
We
are actively working on the DAVD untethered system under a funded joint program with the US Navy and a Foreign Navy, (the “DUS
Hardening Program”) where the DAVD technology is being hardened for adoption by the special forces. We have made solid
progress under this program and have received positive feedback by these customers. In the Fiscal Year 2024, we did not receive the
level of funding anticipated for the DUS Hardening Program due to the reduced funding available under continuing resolutions. Until
the Federal Budget is adopted by the new Administration, we anticipate reduced funding for US Defense Programs which may impact the
allocation of funding to the DUS Hardening Program and affect the time scales to which we are working for completing the
deliverables under this program. Despite this reduced level of funding in the FY 2024, we have achieved
a critical milestone (a major pre-requisite for the success of the DUS Hardening Program and we delivered the new generation of the DAVD
HUD solution. This next-generation DAVD HUD technology platform boasts a more compact design, a 200% increase in resolution, and an expanded
field of view. These enhancements significantly improve compatibility with specialized dive helmets and masks, unlocking new possibilities
for previously underutilized applications and markets. This accomplishment represents a major milestone in the success of the DUS Hardening
Program. We continue to believe that the DUS variant represents the biggest market opportunity for the DAVD
technology in the USA with the addressable market including defense, law enforcement and first responders.
The
concept of utilizing a pair of transparent glasses in the HUD underwater for this purpose, is protected by patent.
All component parts of the DAVD system are proprietary to the Company and include software (4G USE® DAVD Edition), Diver
Processing Pack – telemetry system (DPP), topside Supervisor Console Controller and real time 3D Sonar. The Company benefits from
the exclusive license from the U.S. Department of the Navy at Naval Surface Warfare Center Panama City Division to utilize the utility
patent covering the concept of using the pair of transparent glasses as a data hub underwater. The DAVD tethered variant is classified as an “Authorization for
Navy Use” item and also benefits from CE marking certifying that the DAVD system meets the essential health, safety and
environmental requirements of the UK and European Union. The untethered variant is currently going through validation process.
Our
corporate structure is as follows:
* For operational purposes, although the newly acquired PAL will, for segment reporting purposes, be reported as part of the Products Segment,
this will continue to be a separate business unit from the Marine Technology Business, as it operates in a different market sector from
the Marine Technology Business.
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 Heriot-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, “workhorse” market.
In
December 2002, Coda Octopus Ltd acquired OmniTech AS, a Norwegian corporation, which became a wholly owned subsidiary of the Company,
and which subsequently changed its name to Coda Octopus R&D A/S. At the time of acquisition, this company had been engaged for over
ten years in developing a revolutionary imaging sonar technology capable of producing real time three-dimensional (“3D”)
underwater images for use in subsea activities. Coda Octopus Products Limited (Edinburgh based) then developed our visualization software
(Underwater Survey Explorer) to control and display the images from the real time 3D sonar device. This patented technology is now marketed
by us under the brand name “Echoscope®” and Echoscope PIPE®. All activities of this now-defunct
Norwegian subsidiary, Coda Octopus R&D A/S, have been transferred to Coda Octopus Products Limited (Edinburgh).
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 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 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 (Martech
is UK focused and Colmek is US focused).
In
December 2013 Coda Octopus Products Limited established Coda Octopus Products Pty Ltd (Australia) to grow our presence in Australia and
New Zealand. These activities were interrupted by the Coronavirus Pandemic in 2020 and since then has been slow to regain momentum.
In
2017 Coda Octopus Products Limited established a subsidiary Coda Octopus Products A/S in Denmark as part of the mitigation strategy relating
to the UK withdrawal from the European Union.
In
November 2021 Coda Octopus Products Limited established a subsidiary Coda Octopus Products (India) Private Limited intended to gain access
to this market and to recruit critical resources for software development.
On
October 29, 2024, we acquired into the Group, Precision Acoustics Limited, a company established under the laws of England. This
company was acquired to gain access to its expertise and expand our capabilities and offering to the market. It was also acquired to
leverage its existing technologies and expertise, which are used in other market sectors, into one of our main markets, the subsea
market.
Coda
Octopus Group, Inc., is organized under the laws of the State of Delaware as a holding company that conducts its business through
its subsidiaries, several of which are organized under the laws of foreign jurisdictions, including England, Scotland, Denmark, The
Netherlands, Australia and India. 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 these laws 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 solutions
which it offers to the market are complementary and include:
Product Family Composition
Digital Audio Communications System Voice HUB_4 Hardware and Software
These
products and/or solutions are sold, rented or leased into various marine sectors such as:
● Marine geophysical survey
● Offshore Renewables (“Wind Energy”)
● Underwater construction, inspection and monitoring
● Diving Companies
● Commercial and Defense Diving
● Salvage and decommissioning
● Oil and Gas (O&G”)
● Robotics
● Commercial fisheries
● Environmental, mammal and habitat monitoring
● Underwater Defense Applications
● Marine vehicles and robotics
● Port and Harbor Security, law enforcement and first responders
● Research and education
1.
Geophysical Range of Products
The
Geophysical range of products is marketed under the brands DA4G®, GeoSurvey® and Survey Engine®.
We started our business in 1994 designing and developing the 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 in 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, GeoSurvey®
has been purchased by numerous leading survey companies throughout the world and has been the workhorse for processing data for Oil &
Gas companies for many years. The DA4G® is the hardware acquisition system and both GeoSurvey® and Survey
Engine® are complementary software packages which are used for processing the data post-acquisition.
2.
Inertial Positioning and Attitude Measurement Systems (“Motion Products”)
We
have been selling our GNSS Aided Inertial Measurement Systems for over 15 years. Our current generation of F280 Series® was
released to the market in 2021 and is used to provide data on accurate positioning, heading, pitch, roll and yaw at sea. The F280 Series®
is an advancement of our F180® series and is highly complementary to our real time Echoscope® sonar
series and they are packaged together to provide a more comprehensive solution. The products within the F280 Series ® range
can be sold with or without our Echoscope®.
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 series of real time volumetric imaging sonar (Echoscope®
and Echoscope PIPE®). This is the culmination of over 25 years of research and development. 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 extremely
difficult to reverse engineer our sonar products.
Prior
to 2018, we were selling our third generation of Echoscope imaging sonar (3G Sonar Series). In January 2018, we launched our 4G Sonar
Series which were largely form factor revisions, and removed several barriers to adoption, (size, weight, power and price). Building
on 4G developments, we continued our innovation and in 2021 released our latest generation of sonar, Echoscope PIPE® to
the market which advanced the capabilities of the technology and antecedent sonar products significantly.
We
believe that the Echoscope PIPE® 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 of data (as opposed to a slice of data). The capability of our volumetric imaging sonars covers a broad breadth
of activities underwater particularly for any form of real time monitoring in 3D, underwater construction, salvaging, placements, decommissioning,
obstacle avoidance, complex underwater mapping and real time 3D navigation in zero visibility conditions. Uniquely also, using a single
sensor (our Echoscope PIPE®) range we can provide different data outputs to the various parts of the survey team, thus
reducing the number of different sensors required on these underwater projects, and ultimately reducing the costs associated with these
operations.
About
the Company’s 5D and 6D Sonars Innovations
5D
and 6D imaging sonars are new to the subsea market and constitute an innovation by the Company. We have several patent applications pending
for these innovations.
5D
Sonars (Echoscope PIPE®)
The
advancement that the Company has made with its 5D Sonars is the ability to process and utilize much more of the data that is
acquired and processed by our volumetric imaging sonars. Prior to this, due to limitation of processing technologies, there was an
upper limit to the amount of data our antecedent sonars could acquire and process. This meant that in the previous generation of
sonars (3G and 4G series) when a signal was emitted, they returned a single range and intensity value per beam. In our 5D Sonars we
return multiple range and intensity values per beam (Full Time Series data). This new capability provides more information about the
underwater environment.
6D
Sonars (Echoscope PIPE®)
The
Company’s 6D Sonars process and utilize much more of the data acquired by the sonar. 6D Sonars generate multiple real time 3D full
time series images. In the previous generation of sonars (3G and 4G series), we could image and display one 3D image in real time. Our PIPE technology generates
multiple 3D images simultaneously in real time using different sonar/acoustic parameters (such as different beamforming methods, frequency,
range, field of view, pulse length and other acoustic filters or shading). This allows for different data sets to be provided to different
parts of the survey team in real time (thus consolidating the sensors and the associated costs and effectiveness of the solution). We
are not aware of any sonars that offer either 5D or 6D Capability.
Echoscope®
Sonar Hardware
We
believe our 5D and 6D series of sonars herald a significant leap forward in real time subsea imaging as this inventive capability
allows a single sonar to provide different parts of the survey operations with multiple real time 3D data sets (as opposed to one 3D
dataset) for each part of the survey teams’ requirements.
Current
competing imaging technologies such as the single beam, multibeam and scanning sonars are either real time 2D imaging sonars or 3D
imaging sonars which are not capable of real time 3D imaging, that is to generate a 3D image underwater of moving objects. The
competing 3D technology, the multibeam, which is the current standard bearer for imaging sonars in the market is for mapping of the
seabed. The Echoscope® technology can also map the seabed (and is superior to the multibeam for complex mapping and
inspection of complex underwater structures) and in addition can image moving objects underwater in 3D. The Echoscope® is
therefore the primary tool of choice for inspecting and monitoring in real time 3D all types of underwater operations and is the
only choice in poor visibility conditions. In addition, the Echoscope® in many instances enables the user to monitor
underwater operations from a surface vessel replacing the Remotely Operated Vehicles (ROVs) thus bringing considerable cost savings
to our customers.
Echoscope®
Software
The
Echoscope® technology is used in conjunction with our internally developed software (USE, Construction Monitoring System (CMS), 4G
USE® and 4G USE® DAVD Edition). The software is a critical component of the capabilities and features of
our sonar series.
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 volumetric imaging sonars and our DAVD System. It also allows us to be responsive to our customers’ requirements for
new features and capabilities around our solutions.
We
have now launched our fourth-generation multi-sensor software platform which is marketed under the name “4G USE®”.
We have also filed several provisional patents around our 4G USE® which is a multi-sensor platform allowing users to bring
in and utilize a variety of sensor data including sonar, positioning, camera, lidar, video processing and other sources of point cloud
data and seamlessly merging above and below the water data captured from the sonar and camera. It is also the platform for our DAVD software,
and this module is marketed under the brand 4G USE® DAVD Edition.
Diver
Augmented Vision Display (DAVD) System – Diving Technology
Funded
by the Office of Naval Research (“ONR”) through its Future Naval Capabilities (FNC) program, and in close collaboration with
NAVSEA 00C3 and Naval Surface Warfare Center, Panama City Division (“NSWC PCD”) we have developed a diver see-through integrated
information display system (DAVD).
DAVD
is a complete end-to-end diver management solution incorporating as a key element a high-resolution, fully transparent glass head-up
display, HUD, integrated directly inside the diving helmet (for hard hat surface air supply diving) or full-facemask (for tethered
and untethered defense, commercial and recreational diving applications) or diving suits. In October 2024, we released to the US
Navy for evaluation our new generation of Augmented Reality DAVD HUD. The new generation of the DAVD HUD is much
smaller and has a higher resolution and therefore offers great flexibility for use in helmets and facemasks for diving. This new
generation removes some of the form factor barriers which limited the types of helmets or masks that could be used with our previous
generation of the DAVD HUD. The delivery of the new generation of DAVD HUD is a key milestone under the funded DUS Hardening
Program.
Problem
In Context
The
concept of using a pair of transparent glasses in the HUD to render real time information for underwater applications is protected by
patent and Coda Octopus has an exclusive license from United States Department of the Navy at NSWC PCD to exploit this patent for all
underwater diving activities.
The
US Government as represented by Secretary of the Navy (Arlington, VA), describes the challenge for divers in their patent application
as follows:
“By
their very nature, underwater dive missions are difficult and inherently dangerous. Furthermore, the complexity of underwater missions
can make it difficult or impossible for a diver to retain all pre-mission briefing information. For these reasons, it is critical for
underwater divers to have access to environmental data and mission data while in the water. However, in low visibility water environments,
divers can rarely see handheld displays or gauges. Accordingly, divers are generally supplied with audio-communicated information from
a topside location. The topside-supplied information can include descriptions of sonar images, blueprints, maps, pictures, etc. Unfortunately,
it can be very difficult and confusing for a diver to interpret a topside personnel’s audio description of the topside personnel’s
visual interpretation. Combining this with unreliable audio communication can lead to mission failures or disasters.”
It
further describes the objective of the Invention as:
“Accordingly,
it is an object of the present invention to provide an underwater diver with real-time visual information available to topside personnel.
Another
object of the present invention is to provide real-time visual information to an underwater diver for viewing in water environments irrespective
of water visibility levels.
Other
objects and advantages of the present invention will become more obvious hereinafter in the specification and drawings.”
How
does DAVD Change this?
The
DAVD system addresses all the challenges described above including removing the interpretation of the underwater scene to the
topside by providing the diver with real time data and first-person interpretation. The DAVD technology benefits not only the diver
and direct supervisor on the surface, but also engineers, end-clients, rescue workers and support personnel who all have a vested
interest in a successful and safe diving mission. DAVD provides the location of the diver, the dive support vessel, work site assets
and any hazards that are known or discovered in real-time. Real-time compass and depth are also displayed to the diver to reduce
disorientation. Visibility for the diver and team is significantly enhanced with both real-time camera and 3D sonar data (providing
underwater night-vision) and also high-resolution maps and models of the entire work site and surroundings. Communication is
transformed from low quality audio speech to high quality digital audio and video, text messaging, visual alerts and automated
navigation guidance. The safety of the diver and team is paramount. DAVD ensures the Diver and Supervisor are visually synchronized
and can safely coordinate movement, tasks and instructions with full health monitoring and logging of the entire mission. Using the
current method of diving, data and information sharing end when the diver leaves the surface.
The
DAVD is a significant technology for both defense and commercial underwater diving applications, and we believe that we have the
opportunity to standardize this technology globally. The DAVD comprises both hardware comprising the HUD, Diver Processing Pack
(DPP), cables and topside Control Unit (DAVD Control Panel) along with 4G USE® DAVD Edition real time visualization
software. These developments and products have been performed by the Company.
The
DAVD is currently in early-stage adoption with the US Navy and enjoys the benefit of the classification Authorization for Navy Use
(ANU) item. DAVD also is certified for CE markings which covers compliance with the European Union and the United Kingdom health environmental and health and safety requirements.
We
are marketing the DAVD (through live demonstrations) globally to navies and the commercial diving market. We have significant interest
from a number of reputable global commercial offshore service providers and are working with them for the early adoption of the technology
and also a number of European friendly Navies including the UK Ministry of Defense (MOD).
Marine Technology Business Accreditations
Coda Octopus Products Limited has the requisite accreditations
for its business including being Lloyds Register accredited to ISO 9001:2015 and Cyber Essentials Plus certification.
Newly
Acquired Business Unit - Precision Acoustics Limited (“PAL”)
PAL,
which is UK based, was acquired into the Group on October 29, 2024. This Company is a recognized leader in the ultrasound and
acoustic measurement field. Specializing in acoustic hydrophone design and innovative acoustic materials, they provide a
comprehensive range of products and solutions, with a primary focus on medical imaging and Non-Destructive Testing (NDT). NDT is
used to validate the viability of structures such as aircraft, ship hulls, wellheads and other subsea structures. Their expertise
extends to working closely with national and global standard-setting bodies (such as the National Physical Laboratory of the UK),
contributing to the establishment of the primary measurement standards in the industry. For segment reporting purposes, this
Company financial results will be reported as a third unit under the Products Segment.
PAL has the requisite accreditations for its business
including being Lloyds Register accredited to ISO 9001:2015 and Cyber Essentials certification.
Marine
Engineering Businesses (“Services Segment”)
Our
Marine Engineering Businesses comprise Coda Octopus Colmek, Inc. which is based in Salt Lake City and Coda Octopus Martech Limited
which is based in the United Kingdom.
They largely operate as sub-contractors to prime defense contractors, and their engineering solutions typically constitute
sub-components designed for integration into larger defense programs of record where high levels of reliability and quality are
essential pre-requisites for securing and maintaining these agreements with their customers. Typically, they prototype subassemblies
for their customers and after going through various acceptance tests, including first article inspection approvals, they are then
awarded the manufacturing contracts. Many of these manufacturing contracts have a repeat orders profile which typically follows the
life cycle of the defense program that is using the subassembly component within the broader program.
These
arrangements often give the Marine Engineering Business long term preferred/sole supplier status for the sub-components they supply
into these programs and provide them with opportunity to participate in any requirements for technology refresh or obsolescence
management for the components supplied. They generally use these long-standing relationships to win more contracts with
these customers.
In
order to grow, the Marine Engineering 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 technologies.
Coda
Octopus Martech Limited (“Martech”)
Martech,
which is UK-based, 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 subcontract basis where high quality and high integrity devices are required
in small quantities. Their skill set includes both hardware and software design.
Martech
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. Martech has the requisite accreditations
for its business including being Lloyds Register accredited to ISO 9001:2015 and Cyber Essentials Plus certification.
Coda
Octopus Colmek, Inc. (“Colmek”)
Colmek,
which is USA-based, are suppliers of embedded solutions and sub-assemblies which they design and manufacture and sell into mission
critical integrated defense systems such as the Close-In-Weapons System (CIWS). This business was established 1977 and has been
supporting several significant US defense programs for over 40 years, including Raytheon’s CIWS and Northrop Grumman’s
Mine Hunting Systems Program (AQS-24). Colmek’s business model entails designing sub-assemblies which are components of
broader defense programs. Colmek
is the sole source for the parts that they supply to these programs. This business model ensures recurring and long tail revenues
since we continue to supply parts, typically for the life of the program, which can span decades. Their work scope typically extends to both
hardware and software design.
Colmek
has the requisite accreditations for its business including being Lloyds Register accredited to ISO 9001:2015 and NIST (National Institute of Science and Technology) 800-171 certification.
Sales and Marketing
The Marine Technology Business markets its
products through its internal sales team, website, industry events such as trade shows, webinars, live demonstrations of the
technology, industry relationships and a network of non-exclusive agents in foreign countries such as Japan, China, Korea and South
Africa.
PAL markets its products through its internal sales
team, its website and a network of non-exclusive agents in Japan, China, India and Korea.
Colmek markets its products through its internal sales
team, website, industry events and agents in the US and Canada.
Martech markets its products through its internal
sales team, website and industry events.
Competition
In
our Marine Technology Business (Products Business), we are exposed to the following competitive challenges:
Data
Acquisition Products (Geophysical Products)
A
small percentage of our revenue is generated from our geophysical range of products.
The
industry for data acquisition and processing systems for sidescan and sub-bottom profiler data 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.
GNSS
Aided Inertial Positioning and Attitude Measurement Systems (“Motion Products”)
A
small percentage of our revenue is generated from our F280 Series®.
In
the field of GNSS-aided inertial positioning and attitude sensing equipment, where our product addresses a small segment of the overall
market, we believe that we have several principal competitors: Teledyne Technologies Inc.; Kongsberg Gruppen, iXblue, Applanix and SBG
Systems. We believe that our market share in this market segment of motion sensing equipment is relatively small. We sell our MOTION
range as part of our equipment suite to complement our Echoscope® real time 3D sonar range as well as supplying it individually.
The development and introduction of our F280 Series® of GNSS Aided Inertial Positioning and Attitude Measurement System®
constitutes our new generation of Motion Products and gives us the opportunity to increase our market share.
Real
Time 3D/4D/5D and 6D Volumetric Sonar
A
significant portion of our revenue is generated from our Echoscope® technology.
In
the field of Real Time 3D/4D/5D imaging, we are unaware of other companies offering a similar product. In this context it is important
to understand some of the intellectual property including know how and capabilities we bring to this field include:
- Acoustic Projector/Transmitter design, manufacturing, and testing
- Acoustic Receiver Array design, manufacturing, and testing
- Acoustic encapsulation and sensitivity measurement
- Acoustic Projector/Transmitter beam pattern and sensitivity measurement
- Pressure housing Design and Manufacture (sonar systems)
- 3D/5D/6D Real-Time digital beamforming (on-device)
- 1D and 2D Digital Beamforming
- Broadband Beamforming
- Signal Processing
- Active High Frequency Sonar Systems
- Passive Mid Frequency Sonar Systems
- Data acquisition and recording hardware and software
- Real-time 2D and 3D sonar visualization rendering and processing software
Any
entry into this market depends 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 in this
field.
Companies
such as Kongsberg Gruppen, R2Sonic, LLC, Tritech International Ltd., United Kingdom, BlueView Technologies Inc., USA (now a part of Teledyne
Technologies Incorporated), and Norbit Group AS Norway and Kraken Robotics are examples of companies offering imaging sonar solutions
(such as multibeam sonars, SAS sonars and/or 2D scanning sonars), but none of these sonar offerings are directly comparable or competitors
to our real time volumetric 3D/4D/5D and 6D sonar solutions as their scanning sonar, single beam or multibeam sonars are not real time
3D imaging sonars and therefore cannot image moving targets underwater.
Specifically,
we believe that they do not have the same capabilities as our Echoscope® technology in terms of real time inspection
and monitoring by generating 3D, 4D, 5D and 6D images of moving objects underwater including in environments in low or zero
visibility conditions. Notwithstanding it should be noted that Teledyne has acquired a significant number of substantial subsea
companies (examples are Reson and BlueView). Teledyne has much greater resources, liquidity and market reach than our Company and
has many operating verticals. We therefore can give no assurance that companies such as these will not enter this market.
Furthermore, companies such as Kongsberg Gruppen and Teledyne can expend significantly more in any one fiscal year on R&D and
Business Development, key pillars for increasing market share of underwater imaging sonars, than the Company. Notwithstanding, we
believe that our recent development and introduction of 5D/6D - Echoscope PIPE® sonar capability in conjunction with
our software (4G USE® a multi-sensor platform) further distinguishes our volumetric sonars and significantly extends
our lead in real time 3D/4D/5D and 6D Imaging of moving objects underwater over competitors in the subsea imaging market.
Furthermore, we believe that the addition of Precision Acoustic’s expertise in this area will help the Company in maintaining
its lead in this area. We are not aware of any other imaging sonars in the market capable of generating real time 5D and 6D imagery
underwater, which are Coda Octopus inventions. The innovations around Echoscope PIPE® are the subject of numerous
patent applications. We have been awarded US 10,718,865 and US 10,816,652 which concerns a method of compressing beamformed data and
method of compressing sonar data, respectively. These two patents are important method patents since we are handling significantly
more data than in our previous generation of sonars.
We
seek to compete on the basis of producing high quality products employing cutting edge technology that is easy to use by the 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, develop new innovative products and grow the market for our products and
expertise.