Co-Diagnostics, Inc. Announces Pricing of $7.0 Million Registered Direct Offering of Common Stock Priced At-The-Market Under Nasdaq Rules

Rhea-AI Summary

Co-Diagnostics (Nasdaq: CODX) announced a registered direct offering priced at-the-market to sell 12,727,272 shares of common stock (or pre-funded warrants) at $0.55 per share, with gross proceeds of approximately $7.0 million. The Company said proceeds will be used for working capital and general corporate purposes.

The Offering is expected to close on or about October 29, 2025, subject to customary closing conditions. Maxim Group is acting as sole placement agent. The securities are offered under a shelf registration statement on Form S-3 declared effective April 6, 2023, and a prospectus supplement will be filed with the SEC.

Positive

• $7.0 million gross proceeds estimated from the Offering
• Sale of 12,727,272 shares priced at $0.55 per share
• Proceeds designated for working capital and general corporate purposes

Negative

• Placement agent fees and offering expenses will reduce net proceeds
• Issuance of 12,727,272 shares may dilute existing shareholders
• Closing is subject to customary conditions; expected close on Oct 29, 2025 is not guaranteed

Insights

Capital Markets Strategist

Registered direct offering raises $7.0 million at $0.55 per share; provides liquidity but is dilutive and priced low.

The company is selling 12,727,272 shares (or pre-funded warrants) in a registered direct offering priced at-the-market under Nasdaq rules, generating gross proceeds of approximately $7.0 million. This transaction immediately increases available cash for working capital and general corporate purposes, and uses an existing effective Form S-3 shelf to expedite execution.

Key dependencies and risks include the final closing subject to customary conditions and placement fees, the dilutive effect of issuing a material number of shares at a sub-dollar price, and near-term market reception of the placement. The low per-share price implies limited immediate per-share value accretion and may pressure perception of capitalization quality.

Watch for the closing status on or about October 29, 2025, the exact net proceeds after fees, and any disclosure on use of proceeds or subsequent equity actions in the next 30–90 days. These items will determine whether the financing meaningfully stabilizes liquidity or signals ongoing capital needs.

SALT LAKE CITY, Oct. 28, 2025 /PRNewswire/ -- Co-Diagnostics, Inc. (Nasdaq: CODX) (the "Company" or "Co-Dx"), 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 several institutional investors for the purchase and sale of 12,727,272 shares of common stock (or pre-funded warrants in-lieu thereof) at an offering price of $0.55 per share, in a registered direct offering priced at-the-market under Nasdaq rules (the "Offering").

The gross proceeds to the Company from the Offering are estimated to be approximately $7.0 million before deducting the placement agent's fees and other estimated offering expenses. The Company intends to use proceeds from the Offering for working capital and general corporate purposes. The Offering is expected to close on or about October 29, 2025, subject to the satisfaction of customary closing conditions.

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

The securities are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-270628), which was declared effective by the U.S. Securities and Exchange Commission (the "SEC") on April 6, 2023. The Offering will be made only by means of a prospectus supplement and the accompanying prospectus that form a part of such registration statement. A prospectus supplement relating to the Offering will be filed by the Company with the SEC. When available, copies of the prospectus supplement and accompanying prospectus can be obtained at the SEC's website at www.sec.gov or from Maxim Group LLC, 300 Park Avenue, New York, NY 10022, Attention: Syndicate Department, via email at syndicate@maximgrp.com, or telephone at (212) 895-3500.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

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 Statements:
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, statements regarding the closing of the Offering and anticipated use of proceeds. Forward-looking statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these statements, including but not limited to risks related to the closing of the Offering and other risks described in the Company's filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. All forward-looking statements are based on current expectations and assumptions, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

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SOURCE Co-Diagnostics

FAQ

What is Co-Diagnostics (CODX) selling in the October 2025 registered direct offering?

Co-Diagnostics is offering 12,727,272 shares of common stock (or pre-funded warrants) at $0.55 per share.

How much gross capital will CODX raise from the registered direct offering?

The Offering is expected to generate approximately $7.0 million in gross proceeds before fees and expenses.

When is the CODX offering expected to close and what conditions apply?

The Offering is expected to close on or about October 29, 2025, subject to the satisfaction of customary closing conditions.

How will Co-Diagnostics (CODX) use the proceeds from the offering?

The Company intends to use the proceeds for working capital and general corporate purposes.

Who is acting as placement agent for the CODX registered direct offering?

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

Where can investors find the prospectus supplement for the CODX offering?

A prospectus supplement will be filed with the SEC and will be available on the SEC website (www.sec.gov) or from Maxim Group.