Welcome to our dedicated page for Co-Diagnostics SEC filings (Ticker: CODX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Co-Diagnostics (CODX) is asking shareholders to approve a reverse stock split authorization allowing the Board, at its discretion, to combine shares at a ratio between 1-for-2 and 1-for-30 within twelve months after approval. The Board may also elect to abandon the action.
The stated purpose is to help Co-Diagnostics regain compliance with Nasdaq’s $1.00 minimum bid price following a deficiency notice. If the proposal is not approved, the company indicates its common stock will likely be delisted from Nasdaq. Fractional shares will be rounded up to the nearest whole share, and the number of authorized shares will remain unchanged. Shares outstanding were 60,892,582 as of October 29, 2025; this is a baseline figure, not the amount being altered here.
The filing notes potential drawbacks, including possible reduced liquidity, negative investor perception of reverse splits, and an anti-takeover effect due to increased availability of authorized but unissued shares post-split.
Co-Diagnostics, Inc. entered a securities purchase agreement for a registered direct offering, selling 12,002,272 shares at $0.55 per share and 725,000 pre-funded warrants at $0.5499 each. The pre-funded warrants carry a $0.0001 exercise price, are exercisable immediately, and expire upon full exercise.
Gross proceeds are expected to be approximately $7 million, before fees and expenses. The company engaged Maxim Group LLC as placement agent for a cash fee equal to 7.0% of gross proceeds, plus up to $50,000 in reimbursable expenses. Closing is expected on October 29, 2025. Proceeds are earmarked for working capital and general corporate purposes. A beneficial ownership cap limits warrant exercises to 4.99% or 9.99% of outstanding shares, as applicable.
Co-Diagnostics, Inc. is conducting a registered direct offering of 12,002,272 shares of common stock at $0.55 per share and 725,000 pre-funded warrants priced at $0.5499, each exercisable at $0.0001 for one share. This prospectus also covers the shares issuable upon exercise of the pre-funded warrants.
The deal is via Maxim Group on a reasonable best-efforts basis with no minimum, for expected gross proceeds of $6,999,927.10 and estimated net proceeds of approximately $6.4 million, to be used for working capital and general corporate purposes. Closing is expected around October 29, 2025, subject to customary conditions, and includes 45-day lock-ups for the company and insiders.
Shares outstanding were 48,142,582 as of October 27, 2025, and would be 60,869,854 assuming full exercise of the pre-funded warrants. Risk factors include an auditor’s going-concern explanatory paragraph and an active Nasdaq minimum bid price compliance plan.
Orca Capital AG reported beneficial ownership of 2,193,713 shares of Co-Diagnostics, Inc. (CODX), representing 4.6% of the company's outstanding common stock. The filing, made on a Schedule 13G/A, states Orca Capital has sole voting and dispositive power over all reported shares and confirms the holdings were not acquired to influence control of the issuer. The percentage calculation is based on 48,142,582 shares outstanding following the issuer's registered offering as disclosed in the issuer's prospectus dated September 18, 2025.
Orca Capital AG reported beneficial ownership of 4,809,500 shares of Co-Diagnostics, Inc. (CODX), representing 9.9% of the company's common stock. The filing states Orca Capital has sole voting and dispositive power over all 4,809,500 shares and that the percentage is calculated using an outstanding share count of 48,142,582 after a registered offering noted in the issuer's prospectus.
The statement is submitted on a Schedule 13G format and includes a certification that the holdings were not acquired to change or influence control of the issuer.
Co-Diagnostics, Inc. (CODX) filed a prospectus supplement that discloses an offering structure and company capitalization details. The document shows placement agent fees of $269,332 and gross proceeds to the company (before expenses) of $3,578,268 for the offering line items shown. As of June 30, 2025, the company had 41,031,146 shares issued and 36,182,468 shares outstanding. The filing also discloses outstanding equity-based instruments including 970,570 options (weighted-average exercise $2.26), 1,902,531 restricted stock units, 465,000 warrants (weighted-average exercise $9.13), and 9,937,236 additional shares reserved for future issuance under equity incentive plans. The prospectus references prior SEC filings incorporated by reference and describes how offering proceeds and share counts are presented on actual, pro forma (including 2,341,114 ATM Sales for $663,728), and as-adjusted bases (giving effect to issuance of 9,619,000 shares at $0.40 per share after fees).
Co-Diagnostics insider Richard David Abbott received 220,000 restricted stock units (RSUs) on 08/13/2025 under the Issuer's 2015 Long Term Incentive Plan. Each RSU represents the contingent right to receive one share of common stock upon vesting. After the grant Abbott beneficially owns 350,438 shares of common stock, with the 220,000 RSUs vesting in six installments beginning 11/23/2025 and continuing every six months thereafter. The Form 4 was signed 08/15/2025 and lists Abbott as President and a director.
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