Co-Diagnostics Enters Material Definitive Agreement

TL;DR

CDXC signed a big deal, filing shows financials and exhibits.

AI Summary

Co-Diagnostics, Inc. announced on September 17, 2025, that it has entered into a material definitive agreement. The filing also indicates other events and the inclusion of financial statements and exhibits. The company is incorporated in Utah and its principal executive offices are located in Salt Lake City.

Why It Matters

This filing signals a significant new contract or partnership for Co-Diagnostics, Inc., which could impact its future revenue and operational direction.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks related to performance, partnerships, or financial obligations.

Key Players & Entities

• Co-Diagnostics, Inc. (company) — Registrant
• September 17, 2025 (date) — Date of earliest event reported
• Utah (location) — State of incorporation
• Salt Lake City (location) — Principal executive offices city

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share CODX The Nasdaq Capital M
• $0.40 — Common Stock"), at an offering price of $0.40 per Share. Pursuant to the Purchase A
• $50,000 — ble fees of legal counsel not to exceed $50,000. The Placement Agency Agreement also co
• $3.8 million — from the Offering will be approximately $3.8 million before deducting the Placement Agent's

Filing Documents

• form8-k.htm (8-K) — 48KB
• ex1-1.htm (EX-1.1) — 75KB
• ex5-1.htm (EX-5.1) — 10KB
• ex10-1.htm (EX-10.1) — 233KB
• ex99-1.htm (EX-99.1) — 9KB
• ex5-1_001.jpg (GRAPHIC) — 3KB
• 0001493152-25-013981.txt ( ) — 620KB
• codx-20250917.xsd (EX-101.SCH) — 3KB
• codx-20250917_lab.xml (EX-101.LAB) — 33KB
• codx-20250917_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED 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): September 17, 2025 CO-DIAGNOSTICS, INC. (Exact name of registrant as specified in its charter) Utah 1-38148 46-2609363 (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) 2401 S. Foothill Drive , Suite D , Salt Lake City , Utah 84109 (Address of principal executive offices) (Zip Code) (801) 438-1036 (Registrant's telephone number, including area code) 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: 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)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.001 per share CODX The Nasdaq Capital Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01. Entry into a Material Definitive Agreement On September 17, 2025, Co-Diagnostics, Inc., a Utah corporation (the "Company"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with two institutional investors (the "Investors") named therein, pursuant to which the Company agreed to issue and sell, in a registered direct offering priced at-the-market under Nasdaq rules by the Company directly to the Investors (the "Offering") an aggregate of 9,619,000 shares (the "Shares") of common stock, par value $0.001 per share, of the Company ("Common Stock"), at an offering price of $0.40 per Share. Pursuant to the Purchase Agreement, we agreed to provide participation rights to each of the Investors to participate in up to 30% each of any subsequent financing within 12 months from the closing date of the Offering. These rights apply to any issuance of preferred shares, debt, or other securities offerings, subject to proper notice procedures and timing requirements. The participation rights are subject to beneficial ownership limitations of 4.99% (or 9.99% at the Investor's election) and exclude certain exempt issuances as stated in the Purchase Agreement, including purchases pursuant to at-the-market equity offerings. The Purchase Agreement also contains customary representations and warranties and agreements of the Company and the Investors and customary indemnification rights and obligations of the parties. Pursuant to the terms of the Purchase Agreement, the Company has agreed to certain restrictions on the issuance and sale of its Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement) during the 30-day period following the closing of the Offering. The Shares will be offered by the Company pursuant to a prospectus supplement to a registration statement on Form S-3 (File No. 333-270628), which was filed with the Securities and Exchange Commission (the "Commission") on March 16, 2023, and was declared effective by the Commission on April 6, 2023. Also on September 17, 2025, the Company entered into a placement agency agreement (the "Placement Agency Agreement") with Maxim Group LLC (the "Placement Agent") pursuant to which the Company engaged the Placement Agent as the exclusive placement agent in connection with the Offering. The Company agreed to pay the Placement Agent a cash fee equal to seven percent (7.0%) of the gross proceeds from the sale of the Shares. The Company also agreed to reimburse the Placement Agent for out-of-pocket expenses, including the reasonable fees of legal counsel not to exceed $50,000. The Placement Agency Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature. The Offering is expected to close on September 18, 2025. The aggregate gross proceeds to the Company from the Offering will be approximately $3.8 million before deducting the Placement Agent's fees and related offering expenses. The Company intends to use proce

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View this 8-K filing on SEC EDGAR