Co-Diagnostics Inc SEC Filings

Co-Diagnostics, Inc. reported an insider equity transaction by its Chief Financial Officer, Brian L. Brown. On 11/23/2025, Brown had 134,167 restricted stock units convert into common stock at an exercise price of $0.00. Following this vesting event, he beneficially owned 599,355 shares of Co-Diagnostics common stock directly.

On the same date, 40,723 shares of common stock were sold at a price of $0.35 per share. The filing explains that these shares were sold solely to cover tax withholding obligations related to the vesting of restricted stock units under the company’s long-term incentive plan and did not represent a discretionary trade by Brown.

Co-Diagnostics, Inc. (CODX) president Richard David Abbott reported equity compensation activity in company stock. On November 23, 2025, 56,667 shares of common stock were acquired at $0.00 per share upon vesting of restricted stock units, increasing his directly held common stock to 83,402 shares before subsequent sales.

On the same date, 17,200 shares of common stock were sold at $0.35 per share to cover tax withholding obligations tied to the RSU vesting, a sale described as mandated under the company’s equity incentive plans rather than a discretionary trade. After these transactions, Abbott directly owned 66,202 shares of CODX common stock and 293,771 restricted stock units, which stem from prior awards of 120,000 RSUs granted on April 26, 2024 and 220,000 RSUs granted on August 13, 2025 that vest in six equal installments every six months.

Co-Diagnostics, Inc. (CODX) reported an insider equity transaction by its Chief Executive Officer and director. On 11/23/2025, the CEO acquired 163,333 shares of common stock at $0.00 per share through the vesting and settlement of previously granted restricted stock units. On the same date, 49,575 shares of common stock were sold at $0.35 per share to cover tax withholding obligations related to this RSU vesting, as required under the company’s equity incentive plans.

Following these transactions, the CEO beneficially owned 748,252 shares of common stock directly and held 412,500 restricted stock units, each representing a contingent right to receive one share of common stock, subject to vesting schedules under the Co-Diagnostics, Inc. 2015 Long Term Incentive Plan.

Co-Diagnostics, Inc. (CODX)11/23/2025. The reporting person acquired 57,499 shares of common stock at a price of $0.00, reflecting the vesting and settlement of previously granted restricted stock units under the company’s 2015 Long Term Incentive Plan.

After this transaction, the director beneficially owned 271,666 shares of common stock directly and 170,834 restricted stock units. These units come from awards of 40,000, 70,000, 110,000 and 125,000 restricted stock units granted between January 17, 2023 and August 13, 2025, each vesting in six equal installments every six months starting on their respective commencement dates.

Co-Diagnostics, Inc. director reports equity award vesting and share increase. On 11/23/2025, the reporting person acquired 57,499 shares of Co-Diagnostics common stock at a price of $0.00 per share, reflecting the vesting and settlement of restricted stock units. Following this transaction, the director beneficially owns 269,166 shares of common stock directly and 170,834 restricted stock units.

The vested and remaining restricted stock units come from prior awards of 40,000, 70,000, 110,000, and 125,000 units granted between January 2023 and August 2025 under the Co-Diagnostics, Inc. 2015 Long Term Incentive Plan, which vest in six equal installments every six months starting on their respective commencement dates.

Co-Diagnostics, Inc. (CODX) reported an insider equity transaction by a director on 11/23/2025 on a Form 4 filing. The director acquired 57,499 shares of common stock at a price of $0.00 per share, increasing direct beneficial ownership to 269,166 common shares after the transaction.

The activity reflects the vesting and settlement of restricted stock units granted under the Co-Diagnostics, Inc. 2015 Long Term Incentive Plan. These units come from prior awards of 40,000, 70,000, 110,000, and 125,000 restricted stock units, each vesting in six equal installments every six months starting on their respective commencement dates.

Co-Diagnostics, Inc. (CODX) filed its Q3 2025 report, showing a sharp revenue decline and continued losses alongside new financing steps. Q3 revenue was $145,380 (vs. $641,141 a year ago) and net loss was $5.9 million (vs. $9.7 million). For the nine months, revenue was $358,567 (vs. $3.77 million) with a net loss of $21.2 million.

Operating expenses fell to $7.1 million in Q3 (from $10.6 million), reflecting lower legal, stock-based compensation, and personnel costs. Cash and cash equivalents were $11.44 million as of September 30, 2025.

The company raised capital during the period via an at-the-market program and a registered direct offering, and subsequently closed a $7.0 million registered direct deal and established a new ATM program for up to $10.0 million (with a prospectus supplement registering approximately $4.1 million). Management disclosed that substantial doubt exists about CODX’s ability to continue as a going concern over the next 12 months absent additional financing and improved operations.

Co-Diagnostics (CODX) furnished an 8-K announcing financial results for the quarter ended September 30, 2025. The company issued a press release attached as Exhibit 99.1, which includes a non-GAAP financial measure. The disclosures under Items 2.02 and 7.01 are furnished, not filed, and are not subject to Section 18 of the Exchange Act, nor incorporated by reference except as expressly stated.

Co-Diagnostics (CODX) calls a special shareholder meeting to approve a reverse stock split authorization. The Board seeks discretion to combine shares at a ratio between 1-for-2 and 1-for-30, any time within twelve months after approval, to help address Nasdaq’s minimum $1.00 bid price requirement under Rule 5550(a)(2). The Board may implement a specific ratio or abandon the action in its sole discretion.

The company cites preserving its Nasdaq Capital Market listing as a key objective, noting an additional grace period to regain compliance by January 5, 2026. The amendment would not change the number of authorized shares or par value. Fractional shares would be rounded up to the nearest whole share. A reverse split would reduce outstanding shares proportionally and increase the relative pool of authorized but unissued shares, which the proxy notes can have an anti‑takeover effect. Shares outstanding were 60,892,582 as of October 29, 2025.