Co-Diagnostics (NASDAQ: CODX) halts $17,111,650 equity distribution

Rhea-AI Filing Summary

Co-Diagnostics filed a prospectus supplement to suspend its equity distribution program to sell common stock having an aggregate offering price of up to $17,111,650. Under this equity distribution agreement with Piper Sandler & Co. and Clear Street LLC, the company had sold approximately $1,712,170 of common stock as of September 16, 2025. The supplement terminates the continuous offering under the prior prospectus as of that date, and the company will not sell additional shares under this program unless a new prospectus supplement is filed, although the equity distribution agreement itself remains in effect. The common stock trades on The Nasdaq Capital Market under the symbol CODX, with a last reported sale price of $0.3534 per share on September 15, 2025.

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-270628

Prospectus Supplement

(To Prospectus dated April 6, 2023)

Up to $17,111,650

Common Stock

We previously entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Piper Sandler & Co. (“Piper Sandler”) and Clear Street LLC (“Clear Street” and together with Piper Sandler the “Sales Agents”), pursuant to which we may offer and sell, under our prospectus supplement dated October 18, 2024 (the “Prospectus”), shares of our common stock, $0.001 par value, having an aggregate offering price of up to $17,111,650 from time to time through the Sales Agents. As of September 16, 2025, we have sold approximately $1,712,170 of shares of common stock under the Equity Distribution Agreement. This prospectus supplement should be read in conjunction with the Prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prospectus. This prospectus supplement is not complete without, and may only be delivered or utilized in connection with, the Prospectus, and any future amendments or supplements thereto.

The purpose of this prospectus supplement is to suspend sales under the Equity Distribution Agreement and to terminate the continuous offering by us under the Prospectus effective on September 16, 2025. We will not make any sales of our common stock pursuant to the Equity Distribution Agreement unless and until a new prospectus supplement is filed with the Securities and Exchange Commission; however, the Equity Distribution Agreement remains in full force and effect.

Our common stock is listed on The Nasdaq Capital Market under the symbol “CODX.” On September 15, 2025, the last reported sale price of our common stock on The Nasdaq Capital Market was $0.3534 per share.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 6 of the prospectus dated April 6, 2023, the “Risk Factors” section in our most recent Annual Report on Form 10-K, which is incorporated by reference into this prospectus supplement and the Prospectus, and under similar headings in the other documents that are filed after the date hereof and incorporated by reference into this prospectus supplement and the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the Prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is September 16, 2025.

FAQ

What did Co-Diagnostics (CODX) file in this 424B5 prospectus supplement?

Co-Diagnostics filed a prospectus supplement to its existing shelf registration to suspend sales of common stock under its equity distribution agreement with Piper Sandler & Co. and Clear Street LLC.

How large was Co-Diagnostics' equity distribution program mentioned in this filing?

The equity distribution agreement permits Co-Diagnostics to offer and sell shares of its common stock having an aggregate offering price of up to $17,111,650 through the sales agents.

How much common stock has Co-Diagnostics sold under the equity distribution agreement so far?

As of September 16, 2025, Co-Diagnostics had sold approximately $1,712,170 of shares of common stock under the equity distribution agreement.

Does this prospectus supplement end Co-Diagnostics' ability to sell stock under the current prospectus?

The supplement terminates the continuous offering under the existing prospectus effective September 16, 2025, and Co-Diagnostics will not make further sales under that prospectus unless a new prospectus supplement is filed.

Is the equity distribution agreement itself being terminated by Co-Diagnostics?

No. The filing states that while sales under the prospectus are suspended, the Equity Distribution Agreement remains in full force and effect.

On which exchange is Co-Diagnostics common stock listed and what was the recent price?

Co-Diagnostics common stock is listed on The Nasdaq Capital Market under the symbol CODX. The last reported sale price was $0.3534 per share on September 15, 2025.

What risk information does Co-Diagnostics reference in connection with this offering suspension?

The company directs investors to the “Risk Factors” section in the April 6, 2023 prospectus, its most recent Annual Report on Form 10-K, and other incorporated documents for a discussion of risks.