Co-Diagnostics, Inc. Files 8-K for Material Agreement

TL;DR

CDXC filed an 8-K for a material agreement on 10/28/25 - details pending.

AI Summary

On October 28, 2025, Co-Diagnostics, Inc. entered into a material definitive agreement. The company also reported other events and filed financial statements and exhibits. The exact nature of the agreement and the financial details were not specified in the provided text.

Why It Matters

This filing indicates a significant new development or contract for Co-Diagnostics, Inc., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The filing itself is routine, but the lack of specific details about the material agreement introduces uncertainty about its potential impact.

Key Players & Entities

• Co-Diagnostics, Inc. (company) — Registrant
• October 28, 2025 (date) — Date of earliest event reported
• Utah (location) — State of incorporation
• 46-2609363 (other) — IRS Employer Identification No.
• 2401 S. Foothill Drive , Suite D , Salt Lake City , Utah 84109 (address) — Principal executive offices
• (801) 438-1036 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share CODX The Nasdaq Capital M
• $0.55 — Common Stock"), at an offering price of $0.55 per Share and (ii) an aggregate of 725,
• $0.5499 — of Common Stock at an offering price of $0.5499 per Pre-Funded Warrant (the "Pre-Funded
• $0.0001 — Warrants will have an exercise price of $0.0001 per share, will be exercisable immediat
• $50,000 — ble fees of legal counsel not to exceed $50,000. The Placement Agency Agreement also co
• $7 million — from the Offering will be approximately $7 million before deducting the Placement Agent's

Filing Documents

• form8-k.htm (8-K) — 48KB
• ex1-1.htm (EX-1.1) — 70KB
• ex4-1.htm (EX-4.1) — 108KB
• ex5-1.htm (EX-5.1) — 12KB
• ex10-1.htm (EX-10.1) — 224KB
• ex99-1.htm (EX-99.1) — 13KB
• ex5-1_001.jpg (GRAPHIC) — 4KB
• 0001493152-25-020100.txt ( ) — 739KB
• codx-20251028.xsd (EX-101.SCH) — 3KB
• codx-20251028_lab.xml (EX-101.LAB) — 33KB
• codx-20251028_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): October 28, 2025 CO-DIAGNOSTICS, INC. (Exact name of registrant as specified in its charter) Utah 1-38148 46-2609363 (State or other jurisdiction (Commission (IRS Employer of 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 October 28, 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") (i) an aggregate of 12,002,272 shares (the "Shares") of common stock, par value $0.001 per share, of the Company ("Common Stock"), at an offering price of $0.55 per Share and (ii) an aggregate of 725,000 pre-funded common stock purchase warrants (the "Pre-Funded Warrants") to purchase 725,000 shares of Common Stock at an offering price of $0.5499 per Pre-Funded Warrant (the "Pre-Funded Warrant Shares", and collectively with the "Pre-Funded Warrants" and "Shares", the "Securities"). The Pre-Funded Warrants will have an exercise price of $0.0001 per share, will be exercisable immediately and will expire when exercised in full. A holder will not have the right to exercise any portion of the Pre-Funded Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99% or 9.99%, as applicable, of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants. 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 October 28, 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 Securities. 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 October 29, 2025. The aggregate gross proceeds to the Company from the Offering will be approximately $7 million before deducting the Placement Agent's fees and related offering expenses. The Company intends to use proceeds from the Offering for working capital and general corporate purposes. The foregoing summaries of the Purchase Agreement, the Pre-Funded Warrant and the Placement Agency Agreement do not purport to be complete and are subject to, and qual

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View this 8-K filing on SEC EDGAR