Co-Diagnostics, Inc. SEC Filings

Co-Diagnostics, Inc. reported minimal revenue and persistent losses while highlighting a going concern risk. Revenue for the three and six months ended June 30, 2026 was $166,131 and $312,084, respectively. Net loss was $6.3 million for the quarter and $15.4 million year-to-date.

Cash and cash equivalents declined to $3.6 million from $11.9 million at December 31, 2025, driven by $15.0 million of operating cash outflows. Management concluded that substantial doubt exists about the company’s ability to continue as a going concern over the next 12 months without additional capital.

The company continues heavy investment in its Co-Dx PCR platform, with $10.1 million in R&D expense in the first half of 2026. Liquidity was supplemented by an ATM equity program and a May 2026 private placement, providing $7.1 million of financing cash inflows in the first half, plus subsequent warrant exercises raising approximately $2.67 million.

Co-Diagnostics, Inc. reported second quarter 2026 results that reflect early commercialization efforts and substantial investment in its Co-Dx PCR platform. Revenue was $0.17 million, roughly flat with the prior-year quarter, and gross profit was modest at $0.12 million on low sales volumes.

The company continued to prioritize R&D and platform build-out, with operating expenses of $6.3 million, down from $8.2 million a year earlier, leading to a reduced operating loss of $6.2 million. Net loss improved to $6.3 million, or $1.46 per share, and adjusted EBITDA loss narrowed to $5.8 million. Cash and cash equivalents declined to $3.6 million as of June 30, 2026, partially offset by a $3.0 million private placement that strengthened near-term liquidity.

Operationally, Co-Diagnostics completed clinical and analytical studies for its Co-Dx PCR Flu A/B & RSV test and submitted an FDA 510(k) and concurrent CLIA Waiver by Application, a key step toward U.S. commercialization of its point-of-care platform, which is not yet cleared or available for sale. The company advanced international manufacturing through CoMira in Saudi Arabia, expanded TB and Ebola-related programs via CoSara in India, and grew its Vector Smart vector-surveillance footprint to 21 U.S. states, while adding a new Chief Scientific Officer to lead scientific and regulatory strategy.

Co-Diagnostics, Inc. has an updated ownership disclosure showing that entities affiliated with Jane Street hold a relatively small position in its common stock. Jane Street Group, LLC, together with subsidiaries Jane Street Capital, LLC and Jane Street Global Trading, LLC, report beneficial ownership of 89,240 shares of Co-Diagnostics common stock, representing 1.7% of the class. All reported shares are held with shared voting and dispositive power and no sole voting or dispositive power. The filing also confirms that the reporting group now owns 5 percent or less of the outstanding common stock.

Co-Diagnostics, Inc. entered into an inducement agreement on July 30, 2026 under which holders of existing warrants agreed to exercise warrants for 1,702,362 shares of common stock at $1.571 per share. In return, the company will issue new five-year warrants to purchase up to 3,404,724 shares at an exercise price of $1.56 per share, exercisable only after required stockholder approval under Nasdaq rules. The company expects gross cash proceeds of about $2.67 million from the warrant exercises, before a 7.0% placement fee to Maxim Group LLC and $50,000 of expense reimbursement.

Common shares outstanding will increase from 5,277,846 to 6,980,208 upon closing, expected on or about August 3, 2026. Co-Diagnostics agreed not to issue additional common stock or equivalents or file other registration statements (with limited exceptions) until August 31, 2026, and to seek prompt stockholder approval of the new warrant exercises. The company will file a resale registration statement for the new warrant shares and the warrants include cashless exercise features, anti-dilution adjustments, a beneficial ownership cap of 4.99% (or 9.99% by election), and Fundamental Transaction protections based on Black Scholes Value.

Co-Diagnostics, Inc. entered into an amendment to its Equity Distribution Agreement with Maxim Group LLC on July 27, 2026. The amendment removes the fixed aggregate dollar cap on sales, so future offers and sales of common stock under this arrangement are limited only by the amount of stock currently registered and available under the effective Shelf Registration Statement No. 333-295803 and the related prospectus supplement dated July 27, 2026.

In connection with this amendment, the company agreed with investors under a Securities Purchase Agreement dated May 19, 2026 to extend the period during which it will not issue or agree to issue common stock or equity-linked securities, or file related registration statements, until 5:00 pm Eastern Time on August 14, 2026. The company also clarified that this report does not itself constitute an offer to sell or solicitation to buy any shares.

Co-Diagnostics, Inc. is establishing an at-the-market equity program to sell up to $7,901,383 of common stock under an Equity Distribution Agreement with Maxim Group LLC. Maxim will act as sales agent, earning a 3% commission on gross proceeds from any shares sold.

Common stock outstanding was 5,278,957 shares as of June 30, 2026, and could rise to up to 9,040,409 shares if 3,762,563 shares are sold at $2.10 per share. The company intends to use any net proceeds primarily for working capital and general corporate purposes.

The company qualifies as a smaller reporting company, has a recent going concern explanatory paragraph from its auditor, and highlights risks including potential dilution, Nasdaq Capital Market listing compliance (including a $1.00 minimum bid monitor through March 9, 2027), and variability in pricing under the ATM program.

Co-Diagnostics, Inc. is calling a shareholders’ meeting on September 3, 2026 in Salt Lake City to vote on six proposals, including electing five directors, an advisory vote on executive pay, ratifying auditor Tanner LLC for 2026, amending quorum rules, and potential adjournment.

A key item seeks to increase the share reserve under the 2025 Equity Incentive Plan by 2,000,000 shares, bringing the plan total to 2,223,333 shares versus 5,278,957 common shares outstanding as of July 7, 2026. The company highlights that this pool could represent up to 42.1% of current outstanding shares, or 20.4% of as-adjusted diluted capitalization when including approximately 3,400,000 warrants at a $1.58 exercise price.

The board (four of five directors are independent) recommends voting “FOR” all proposals. 2025 compensation totaled $528,750 for CEO Dwight Egan, $421,250 for CFO Brian Brown, and $360,000 for President Richard Abbott, with significant RSU grants. A change-in-control severance plan provides cash severance of three times pay-plus-bonus for the CEO and two times for the CFO upon qualifying terminations. Directors and executives as a group beneficially own 2.3% of common stock.

Co-Diagnostics, Inc. is soliciting proxies for its 2026 Annual Meeting of shareholders to be held on September 3, 2026 at its Salt Lake City offices. The Board asks shareholders to vote on: election of five directors; an amendment to increase the 2025 Equity Incentive Plan reserve by 2,000,000 shares (to 2,223,333 if approved); advisory approval of named executive officer compensation; ratification of Tanner LLC as auditor for fiscal 2026; an amendment to require one‑third of votes to constitute a quorum; and an adjournment proposal. The record date for voting is July 7, 2026. The Board recommends voting FOR all proposals. Proxy materials and the 2025 Annual Report are available at www.proxyvote.com.

Co-Diagnostics, Inc. ownership disclosure: a Schedule 13G filed by Jane Street Group, LLC and its subsidiaries reports 236,359 shares of Common Stock (CUSIP 189763204) representing 6.4% of the class as of 05/28/2026. The filing attributes shared voting and shared dispositive power over those 236,359 shares. Subsidiary breakdown: Jane Street Capital, LLC holds 189,817 shares (5.2%) and Jane Street Global Trading, LLC holds 46,542 shares (1.3%). The schedule is signed by Jeremy Kahn on 06/03/2026.