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

Co-Diagnostics (Nasdaq: CODX) entered a securities purchase agreement for a $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.

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

Argus May 20 session

+21.32% close to close Open Argus

Details

News Market Reaction – CODX

In the May 20 session, CODX gained 21.32%, reflecting a significant positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock surged +21.3% in the session following this news. A strong positive reaction aligns with C...

Analysis

The stock surged +21.3% 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 Figures

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

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)

Historical Context

5 past events · Latest: May 19

5 events

1. May 19

   Product strategy update

   24h Move

   +43.8%

   Ebola Bundibugyo virus assay strategy linked to current outbreak.

2. May 14

   Earnings results

   24h Move

   -21.2%

   Very low revenue with large operating loss and cash constraints.

3. May 08

   JV facility lease

   24h Move

   +31.1%

   CoMira lease for ~14,400 sq ft Saudi manufacturing facility.

4. Apr 30

   Earnings date set

   24h Move

   +1.3%

   Scheduled Q1 2026 earnings release and investor webcast details.

5. Apr 16

   Conference presentation

   24h Move

   +2.8%

   Invitation to present Co-Dx MTB test at Stop TB Partnership Summit.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

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 sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

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.

View in glossary

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. How Rhea-AI works. 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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.