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.
These shares went into the float.
On July 26, 2012, the Company issued 15,315,316 shares to Solidor Investments Limited in consideration for the restructuring of certain debt obligations to that entity as well as the payment of interest in the amount of $1,020,000.
These shares did not go into the float.
On March 5th 2013 the Company issued 4,021,380 shares to CCM LLC in full and final satisfaction of an amount of $571,036 (which formed part of a series of small loans which the Debenture Holder had made available as working capital to the business in March 2011) and in consideration for postponing part of the coupon to maturity.
These shares apparently went into the float which now stands at approximately 35 million with a total outstanding of94 million.
... and combined they hold a total of 44.2 million shares or 75% of the 59 million shares held by insiders and 47% of the total shares any and all of which I believe have to file Forms 144 in the event they want to sell.
I can`t help but believe that it`s primarily the former warrant holders who were issued the 22 million shares at which I`m guessing was at between $.03 to $.05 a share that are responsible for most of the selling, but that`s just my opinion. If anyone finds anything different, please post it.
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