Co-Diagnostics Announces $3.0 Million Private Placement Priced At-The-Market Under Nasdaq Rules

Rhea-AI Summary

Co-Diagnostics (Nasdaq: CODX) entered a securities purchase agreement for a $3.0 million private placement priced at-the-market under Nasdaq rules. The deal covers common stock or pre-funded warrants plus accompanying warrants.

The offering includes immediate-exercise five-year warrants and is expected to close on or about May 21, 2026.

AI-generated analysis. Not financial advice.

Positive

• Estimated gross proceeds of approximately $3.0 million before fees and expenses
• Warrants exercisable immediately with a five-year term at $1.571 per share
• Offering priced at-the-market under Nasdaq rules, targeting institutional investors

Negative

• Issuance of 1,647,447 new shares of common stock or pre-funded warrants
• Additional warrants issued to purchase up to 3,294,894 shares of common stock

News Market Reaction – CODX

+28.43% 70.8x vol

51 alerts

+28.43% News Effect

+90.0% Peak in 1 hr 40 min

+$2M Valuation Impact

$9.87M Market Cap

70.8x Rel. Volume

On the day this news was published, CODX gained 28.43%, reflecting a significant positive market reaction. Argus tracked a peak move of +90.0% during that session. Our momentum scanner triggered 51 alerts that day, indicating high trading interest and price volatility. This price movement added approximately $2M to the company's valuation, bringing the market cap to $9.87M at that time. Trading volume was exceptionally heavy at 70.8x the daily average, suggesting very strong buying interest.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Private placement size: $3.0 million Shares offered: 1,647,447 shares Investor package price: $1.821 +5 more

8 metrics

Private placement size $3.0 million Gross proceeds from May 2026 private placement before fees

Shares offered 1,647,447 shares Common stock (or pre-funded warrants) in May 2026 offering

Investor package price $1.821 Combined effective offering price per share and accompanying warrants

Warrant exercise price $1.571 Exercise price per share for warrants in the private placement

Warrant term 5 years Expiration from issuance date for private placement warrants

Shelf registration capacity $150,000,000 Maximum aggregate amount under S-3 shelf filed 2026-05-12

Q1 2026 revenue $145,954 Total revenue in quarter ended March 31, 2026 (10-Q)

Q1 2026 net loss $9.14 million Net loss for quarter ended March 31, 2026 (10-Q)

Market Reality Check

Price: $5.76 Vol: Volume 106,854,142 is 16....

high vol

$5.76 Last Close

Volume Volume 106,854,142 is 16.28x the 20-day average of 6,565,005, indicating exceptionally heavy trading ahead of this financing news. high

Technical Shares at $1.97 are trading below the 200-day MA of $6.68, reflecting a longer-term downtrend despite the recent rebound.

Peers on Argus

CODX was up 43.8% with very high volume, while momentum peers showed mixed moves...

2 Up 2 Down

CODX was up 43.8% with very high volume, while momentum peers showed mixed moves: SINT up 9.09% and AIMD up 3.23%, versus PAVM down 6.09% and NVNO down 2.46%. Two peers moving higher alongside CODX supports some sector influence, but CODX’s move was far more extreme.

Common Catalyst No peer companies in the device cohort had same-day news; CODX’s financing followed a large move tied to its own recent operational updates rather than a shared sector headline.

Historical Context

5 past events · Latest: May 19 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
May 19	Product strategy update	Positive	+43.8%	Ebola Bundibugyo virus assay strategy linked to current outbreak.
May 14	Earnings results	Negative	-21.2%	Very low revenue with large operating loss and cash constraints.
May 08	JV facility lease	Positive	+31.1%	CoMira lease for ~14,400 sq ft Saudi manufacturing facility.
Apr 30	Earnings date set	Neutral	+1.3%	Scheduled Q1 2026 earnings release and investor webcast details.
Apr 16	Conference presentation	Positive	+2.8%	Invitation to present Co-Dx MTB test at Stop TB Partnership Summit.

Pattern Detected

Recent CODX news has generally seen price moves that align with the apparent sentiment of the announcements, with both positive operational updates and weak financial results eliciting directionally consistent reactions.

Recent Company History

Over the last two months, Co-Diagnostics has issued several material updates. A partnership lease for a manufacturing facility in Saudi Arabia on May 8, 2026 and an Ebola assay strategy update on May 19, 2026 were followed by strong gains of 31.09% and 43.8%, respectively. In contrast, weak Q1 2026 results on May 14, 2026 led to a -21.17% move. Earlier, a Stop TB Summit presentation and an earnings date announcement produced modest positive reactions. The new private placement arrives immediately after a large rally driven by technical and product-related news.

Regulatory & Risk Context

Active S-3 Shelf · $150,000,000

Shelf Active

Active S-3 Shelf Registration 2026-05-12

$150,000,000 registered capacity

An effective S-3 shelf filed on 2026-05-12 allows Co-Diagnostics to offer up to $150,000,000 of securities over time for working capital and general corporate purposes, including product development, sales and marketing, acquisitions, and debt repayment. The current $3.0 million private placement fits within a broader framework that enables additional capital raises.

Market Pulse Summary

The stock surged +28.4% in the session following this news. A strong positive reaction aligns with C...

Analysis

The stock surged +28.4% in the session following this news. A strong positive reaction aligns with CODX’s pattern of large moves on company-specific news, but this financing adds a dilutive layer. The stock had gained 43.8% on exceptional volume of 106,854,142 shares before the private placement was announced. With a $3.0 million raise and an effective $150,000,000 shelf in place, additional equity issuance capacity and prior going-concern warnings from recent filings highlight capital-raising risk that could temper momentum.

Key Terms

private placement, pre-funded warrants, warrants, at-the-market, +3 more

7 terms

private placement financial

"entered into a securities purchase agreement with certain institutional investors to sell an aggregate of 1,647,447 shares of common stock ... in a private placement priced at-the-market under Nasdaq rules"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

pre-funded warrants financial

"1,647,447 shares of common stock (or pre-funded warrants in-lieu thereof), together with warrants to purchase up to an aggregate 3,294,894 shares"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

warrants financial

"together with warrants to purchase up to an aggregate 3,294,894 shares of common stock, in a private placement priced at-the-market under Nasdaq rules"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

at-the-market financial

"common stock, in a private placement priced at-the-market under Nasdaq rules (the "Offering")."

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

Regulation D regulatory

"under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

registration statement regulatory

"The Company has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the securities"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

prospectus regulatory

"Any offering of the securities under the resale registration statement will only be made by means of a prospectus."

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

AI-generated analysis. Not financial advice.

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SALT LAKE CITY, May 19, 2026 /PRNewswire/ -- Co-Diagnostics, Inc. (Nasdaq: CODX) ("Co-Dx", or the "Company"), a molecular diagnostics company with a unique, patented platform for the development of molecular diagnostic tests, today announced that it has entered into a securities purchase agreement with certain institutional investors to sell an aggregate of 1,647,447 shares of common stock (or pre-funded warrants in-lieu thereof), together with warrants to purchase up to an aggregate 3,294,894 shares of common stock, in a private placement priced at-the-market under Nasdaq rules (the "Offering"). The combined effective offering price for each share of common stock (or pre-funded warrant in-lieu thereof) and accompanying warrants to be issued is $1.821. The warrants will have an exercise price of $1.571 per share, will be exercisable immediately upon issuance, and will expire five years from the date of issuance.

The gross proceeds to the Company from the Offering are estimated to be approximately $3.0 million before deducting the placement agent's fees and other estimated Offering expenses. The Offering is expected to close on or about May 21, 2026, subject to the satisfaction of customary closing conditions.

Maxim Group LLC is acting as the sole placement agent in connection with the Offering.

The offer and sale of the foregoing securities are being made in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation D promulgated thereunder, and the securities have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The Company has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the securities purchased in the private placement.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state. Any offering of the securities under the resale registration statement will only be made by means of a prospectus.

About Co-Diagnostics, Inc.

Co-Diagnostics, Inc., a Utah corporation, is a molecular diagnostics company that develops, manufactures and markets state-of-the-art diagnostics technologies. The Company's technologies are utilized for tests that are designed to detect and/or analyze nucleic acid molecules (DNA or RNA). The Company also uses its proprietary technology to design specific tests for its Co-Dx PCR at-home and point-of-care platform (subject to regulatory review and not currently for sale) and to identify genetic markers for use in applications other than infectious disease.

Forward-Looking Statement

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding the completion and timing of the Offering, the anticipated gross proceeds from the Offering, the intended use of proceeds, the filing of a resale registration statement, and other statements that are not historical facts. Forward-looking statements may be identified by words such as "anticipate," "believe," "expect," "intend," "plan," "potential," "will," "would," "could," "should," "continue," and similar expressions. These forward-looking statements are based on the Company's current expectations and assumptions and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, without limitation, risks and uncertainties related to satisfaction of customary closing conditions related to the Offering, market and other conditions, the timing and ability of the Company to file and have declared effective a resale registration statement, and other risks described from time to time in the Company's filings with the Securities and Exchange Commission ("SEC"), including the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC. The forward-looking statements contained in this press release speak only as of the date hereof, and the Company undertakes no obligation to update or revise any forward-looking statements contained in this press release, except as required by applicable law.

 

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SOURCE Co-Diagnostics

FAQ

What did Co-Diagnostics (NASDAQ: CODX) announce in its May 2026 private placement?

Co-Diagnostics announced a private placement expected to raise about $3.0 million in gross proceeds. According to Co-Diagnostics, the deal combines common stock or pre-funded warrants with accompanying warrants, priced at-the-market under Nasdaq rules and sold to certain institutional investors.

How many Co-Diagnostics (CODX) shares and warrants are included in the $3.0 million offering?

The offering covers 1,647,447 shares of common stock or pre-funded warrants plus related warrants. According to Co-Diagnostics, investors will also receive warrants to purchase up to 3,294,894 additional shares of common stock in connection with this private placement transaction.

What are the pricing and warrant terms of Co-Diagnostics May 2026 private placement (CODX)?

The combined effective offering price is $1.821 per share and accompanying warrants. According to Co-Diagnostics, the warrants have a $1.571 exercise price per share, are exercisable immediately upon issuance, and will expire five years from the date they are issued.

When is the expected closing date of Co-Diagnostics (CODX) May 2026 private placement?

The private placement is expected to close on or about May 21, 2026. According to Co-Diagnostics, closing remains subject to the satisfaction of customary closing conditions, with Maxim Group acting as the sole placement agent for the transaction.

Is the Co-Diagnostics (CODX) May 2026 private placement registered with the SEC?

The securities are being sold in a private placement and are not initially registered. According to Co-Diagnostics, the company agreed to file a registration statement with the SEC to register the resale of the securities purchased in this private offering.

Under which securities law exemptions is the Co-Diagnostics (CODX) private placement being conducted?

The offering is being made under Section 4(a)(2) of the Securities Act and Regulation D. According to Co-Diagnostics, the securities cannot be resold in the United States without an effective registration statement or a valid exemption from registration requirements.

What does the May 2026 Co-Diagnostics private placement mean for CODX equity structure?

The transaction adds new common stock or pre-funded warrants plus additional stock purchase warrants. According to Co-Diagnostics, 1,647,447 shares and warrants for up to 3,294,894 shares are being issued, increasing the company’s outstanding and potentially issuable equity securities.