Form SCHEDULE 13G/A Coda Octopus Group, Inc. Filed by: HONIG JONATHAN
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Coda Octopus Group, Inc. (Name of Issuer) |
COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of Securities) |
(CUSIP Number) |
04/07/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Jonathan Honig | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
508,600.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.5104 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Notes to 6, 8, 9 and 11: Based on 11,276,152 Common Shares outstanding as of March 17, 2026 as reported on Form 10-Q for the quarter ended January 31, 2026 and filed with the Securities and Exchange Commission on March 17, 2026. The number of Common Stock reported in Items 6, 8, 9 and 11 include: 415,000 shares of Common Stock held by Jonathan Honig individually; 18,600 shares of Common Stock held by Titan Multi-Strategy Fund I, Ltd., of which Jonathan Honig is the beneficial owner; 60,000 shares of Common Stock held by Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013; 5,000 shares of Common Stock held by Elizabeth Honig as UTMA custodian for Jett Honig; 5,000 shares of Common Stock held by Elizabeth Honig as UTMA custodian for Morgan Honig; and 5,000 shares of Common Stock held by Elizabeth Honig as UTMA custodian for Skylar Honig. Jonathan Honig is the President of Titan Multi-Strategy Fund, Inc., the general partner of Titan Multi-Strategy Fund I, Ltd. Jonathan Honig is also the husband of Elizabeth Honig, who is the sole trustee and beneficial owner of the Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013. Jonathan Honig and Elizabeth Honig are the parents of Jett Honig, Morgan Honig and Skylar Honig. Jonathan Honig and Elizabeth Honig share voting and dispositive power of the Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013, but Jonathan Honig disclaims beneficial ownership of the Common Stock held by Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Titan Multi-Strategy Fund I, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
FLORIDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
508,600.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.5104 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Notes to 6, 8, 9 and 11: Based on 11,276,152 Common Shares outstanding as of March 17, 2026 as reported on Form 10-Q for the quarter ended January 31, 2026 and filed with the Securities and Exchange Commission on March 17, 2026. The number of Common Stock reported in Items 6, 8, 9 and 11 include: 415,000 shares of Common Stock held by Jonathan Honig individually; 18,600 shares of Common Stock held by Titan Multi-Strategy Fund I, Ltd., of which Jonathan Honig is the beneficial owner; 60,000 shares of Common Stock held by Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013; 5,000 shares of Common Stock held by Elizabeth Honig as UTMA custodian for Jett Honig; 5,000 shares of Common Stock held by Elizabeth Honig as UTMA custodian for Morgan Honig; and 5,000 shares of Common Stock held by Elizabeth Honig as UTMA custodian for Skylar Honig. Jonathan Honig is the President of Titan Multi-Strategy Fund, Inc., the general partner of Titan Multi-Strategy Fund I, Ltd. Jonathan Honig is also the husband of Elizabeth Honig, who is the sole trustee and beneficial owner of the Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013. Jonathan Honig and Elizabeth Honig are the parents of Jett Honig, Morgan Honig and Skylar Honig. Jonathan Honig and Elizabeth Honig share voting and dispositive power of the Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013, but Jonathan Honig disclaims beneficial ownership of the Common Stock held by Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013 | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
FLORIDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
508,600.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.5104 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Notes to 6, 8, 9 and 11: Based on 11,276,152 Common Shares outstanding as of March 17, 2026 as reported on Form 10-Q for the quarter ended January 31, 2026 and filed with the Securities and Exchange Commission on March 17, 2026. The number of Common Stock reported in Items 6, 8, 9 and 11 include: 415,000 shares of Common Stock held by Jonathan Honig individually; 18,600 shares of Common Stock held by Titan Multi-Strategy Fund I, Ltd., of which Jonathan Honig is the beneficial owner; 60,000 shares of Common Stock held by Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013; 5,000 shares of Common Stock held by Elizabeth Honig as UTMA custodian for Jett Honig; 5,000 shares of Common Stock held by Elizabeth Honig as UTMA custodian for Morgan Honig; and 5,000 shares of Common Stock held by Elizabeth Honig as UTMA custodian for Skylar Honig. Jonathan Honig is the President of Titan Multi-Strategy Fund, Inc., the general partner of Titan Multi-Strategy Fund I, Ltd. Jonathan Honig is also the husband of Elizabeth Honig, who is the sole trustee and beneficial owner of the Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013. Jonathan Honig and Elizabeth Honig are the parents of Jett Honig, Morgan Honig and Skylar Honig. Jonathan Honig and Elizabeth Honig share voting and dispositive power of the Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013, but Jonathan Honig disclaims beneficial ownership of the Common Stock held by Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Elizabeth Honig as UTMA Custodian for Jett Honig | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
FLORIDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
508,600.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.5104 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Notes to 6, 8, 9 and 11: Based on 11,276,152 Common Shares outstanding as of March 17, 2026 as reported on Form 10-Q for the quarter ended January 31, 2026 and filed with the Securities and Exchange Commission on March 17, 2026. The number of Common Stock reported in Items 6, 8, 9 and 11 include: 415,000 shares of Common Stock held by Jonathan Honig individually; 18,600 shares of Common Stock held by Titan Multi-Strategy Fund I, Ltd., of which Jonathan Honig is the beneficial owner; 60,000 shares of Common Stock held by Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013; 5,000 shares of Common Stock held by Elizabeth Honig as UTMA custodian for Jett Honig; 5,000 shares of Common Stock held by Elizabeth Honig as UTMA custodian for Morgan Honig; and 5,000 shares of Common Stock held by Elizabeth Honig as UTMA custodian for Skylar Honig. Jonathan Honig is the President of Titan Multi-Strategy Fund, Inc., the general partner of Titan Multi-Strategy Fund I, Ltd. Jonathan Honig is also the husband of Elizabeth Honig, who is the sole trustee and beneficial owner of the Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013. Jonathan Honig and Elizabeth Honig are the parents of Jett Honig, Morgan Honig and Skylar Honig. Jonathan Honig and Elizabeth Honig share voting and dispositive power of the Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013, but Jonathan Honig disclaims beneficial ownership of the Common Stock held by Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Elizabeth Honig as UTMA Custodian for Morgan Honig | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
FLORIDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
508,600.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.5104 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Notes to 6, 8, 9 and 11: Based on 11,276,152 Common Shares outstanding as of March 17, 2026 as reported on Form 10-Q for the quarter ended January 31, 2026 and filed with the Securities and Exchange Commission on March 17, 2026. The number of Common Stock reported in Items 6, 8, 9 and 11 include: 415,000 shares of Common Stock held by Jonathan Honig individually; 18,600 shares of Common Stock held by Titan Multi-Strategy Fund I, Ltd., of which Jonathan Honig is the beneficial owner; 60,000 shares of Common Stock held by Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013; 5,000 shares of Common Stock held by Elizabeth Honig as UTMA custodian for Jett Honig; 5,000 shares of Common Stock held by Elizabeth Honig as UTMA custodian for Morgan Honig; and 5,000 shares of Common Stock held by Elizabeth Honig as UTMA custodian for Skylar Honig. Jonathan Honig is the President of Titan Multi-Strategy Fund, Inc., the general partner of Titan Multi-Strategy Fund I, Ltd. Jonathan Honig is also the husband of Elizabeth Honig, who is the sole trustee and beneficial owner of the Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013. Jonathan Honig and Elizabeth Honig are the parents of Jett Honig, Morgan Honig and Skylar Honig. Jonathan Honig and Elizabeth Honig share voting and dispositive power of the Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013, but Jonathan Honig disclaims beneficial ownership of the Common Stock held by Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Elizabeth Honig as UTMA Custodiam for Skylar Honig | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
FLORIDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
508,600.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.5104 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Notes to 6, 8, 9 and 11: Based on 11,276,152 Common Shares outstanding as of March 17, 2026 as reported on Form 10-Q for the quarter ended January 31, 2026 and filed with the Securities and Exchange Commission on March 17, 2026. The number of Common Stock reported in Items 6, 8, 9 and 11 include: 415,000 shares of Common Stock held by Jonathan Honig individually; 18,600 shares of Common Stock held by Titan Multi-Strategy Fund I, Ltd., of which Jonathan Honig is the beneficial owner; 60,000 shares of Common Stock held by Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013; 5,000 shares of Common Stock held by Elizabeth Honig as UTMA custodian for Jett Honig; 5,000 shares of Common Stock held by Elizabeth Honig as UTMA custodian for Morgan Honig; and 5,000 shares of Common Stock held by Elizabeth Honig as UTMA custodian for Skylar Honig. Jonathan Honig is the President of Titan Multi-Strategy Fund, Inc., the general partner of Titan Multi-Strategy Fund I, Ltd. Jonathan Honig is also the husband of Elizabeth Honig, who is the sole trustee and beneficial owner of the Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013. Jonathan Honig and Elizabeth Honig are the parents of Jett Honig, Morgan Honig and Skylar Honig. Jonathan Honig and Elizabeth Honig share voting and dispositive power of the Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013, but Jonathan Honig disclaims beneficial ownership of the Common Stock held by Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013.
SCHEDULE 13G
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| Item 1. | |
| (a) | Name of issuer:
Coda Octopus Group, Inc. |
| (b) | Address of issuer's principal executive offices:
3300 S. Hiawassee Rd., Suite 104-105, Orlando, FL 32835 |
| Item 2. | |
| (a) | Name of person filing:
Jonathan Honig
Titan Multi-Strategy Fund I, Ltd.
Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013
Elizabeth Honig as UTMA Custodian for Jett Honig
Elizabeth Honig as UTMA Custodian for Morgan Honig
Elizabeth Honig as UTMA Custodian for Skylar Honig |
| (b) | Address or principal business office or, if none, residence:
5825 Windsor Court, Boca Raton, FL 33496 |
| (c) | Citizenship:
Jonathan Honig - United States of America
Titan Multi-Strategy Fund I, Ltd. - Florida
Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013 - Florida
Elizabeth Honig as UTMA Custodian for Jett Honig - United States of America
Elizabeth Honig as UTMA Custodian for Morgan Honig - United States of America
Elizabeth Honig as UTMA Custodian for Skylar Honig - United States of America |
| (d) | Title of class of securities:
COMMON STOCK, $0.001 PAR VALUE PER SHARE |
| (e) | CUSIP No.:
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
508,600.00 |
| (b) | Percent of class:
4.5104% %
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| (c) | Number of shares as to which the person has:
|
| (i) Sole power to vote or to direct the vote:
0.00 | |
| (ii) Shared power to vote or to direct the vote:
508,600.00 | |
| (iii) Sole power to dispose or to direct the disposition of:
0.00 | |
| (iv) Shared power to dispose or to direct the disposition of:
508,600.00 | |
| Item 5. | Ownership of 5 Percent or Less of a Class. |
Ownership of 5 percent or less of a class
| |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
Not Applicable
| |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable
| |
| Item 8. | Identification and Classification of Members of the Group. |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Jonathan Honig - United States of America
Titan Multi-Strategy Fund I, Ltd. - Florida
Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013 - Florida
Elizabeth Honig as UTMA Custodian for Jett Honig - United States of America
Elizabeth Honig as UTMA Custodian for Morgan Honig - United States of America
Elizabeth Honig as UTMA Custodian for Skylar Honig - United States of America | |
| Item 9. | Notice of Dissolution of Group. |
Not Applicable
|
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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