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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 30, 2026
CO-DIAGNOSTICS,
INC.
(Exact
name of registrant as specified in its charter)
| Utah |
|
001-38148 |
|
46-2609363 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
2401
S. Foothill Drive, Suite D, Salt Lake City Utah 84109
(Address
of principal executive offices, including Zip Code)
Registrant’s
telephone number, including area code: (801) 438-1036
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class: |
|
Trading
Symbol(s): |
|
Name
of each exchange on which registered: |
| Common
Stock, par value $0.001 per share |
|
CODX |
|
The
Nasdaq Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
On
July 30, 2026, Co-Diagnostics, Inc. (the “Company”) entered into an inducement agreement (the “Inducement Letter”)
with certain holders (the “Holders”) of certain of the Company’s existing warrants to purchase up to an aggregate of
1,702,362 shares of the Company’s common stock originally issued on May 21, 2026, with a five-year term at an exercise price of
$1.571 per share (the “Existing Warrants”).
Pursuant
to the Inducement Letter, the Holders agreed to exercise for cash the Existing Warrants to purchase an aggregate of 1,702,362 shares
of the Company’s common stock at an exercise price of $1.571 per share in consideration of the Company’s agreement to issue
new common stock purchase warrants (the “New Warrants”), as described below, to purchase up to an aggregate of 3,404,724
shares of the Company’s common stock (the “New Warrant Shares”) at an exercise price of $1.56 per share. The New Warrants
are not exercisable until the Company obtains stockholder approval of the exercise of the New Warrants in accordance with applicable
rules of The Nasdaq Stock Market (“Nasdaq”). The Company expects to receive aggregate gross proceeds of approximately $2.67
million from the exercise of the Existing Warrants by the Holders, before deducting placement agent fees and other offering expenses
payable by the Company.
Also
on July 30, 2026, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Maxim Group
LLC (the “Placement Agent”) pursuant to which it acted as the Company’s exclusive placement agent in connection with
the transactions contemplated by the Inducement Letter. The Company has agreed to pay the Placement Agent (i) a cash fee equal to 7.0%
of the aggregate gross proceeds received from the Holders’ exercise of the Existing Warrants and (ii) reimbursement of the Placement
Agent’s reasonable expenses, including without limitation, fees and disbursements of the Placement Agent’s counsel, incurred
in connection with the transactions contemplated by the Inducement Letter in an amount equal to $50,000. The Placement Agency Agreement
also contains representations, warranties, indemnification and other provisions customary for transactions of this nature.
The
closing of the transactions contemplated pursuant to the Inducement Letter is expected to occur on or about August 3, 2026 (the
“Closing Date”), subject to satisfaction of customary closing conditions. The Company expects to use the net proceeds from
these transactions for general corporate purposes.
The
resale of the shares of the Company’s common stock underlying the Existing Warrants have been registered pursuant to an existing
registration statement on Form S-3 (File No. 333-296312), declared effective by the Securities and Exchange Commission (the “SEC”)
on May 29, 2026.
The
Company also agreed to file a registration statement on Form S-3 (or other appropriate form, including on Form S-1, if the Company is
not then S-3 eligible) providing for the resale of the shares of common stock underlying the New Warrant (the “New Warrant Shares”)
issued or issuable upon the exercise of the New Warrants (the “Resale Registration Statement”), as soon as practicable after
the Closing Date (and in any event within thirty (30) calendar days of the date of the Inducement Letter), and to use commercially reasonable
efforts to have such Resale Registration Statement declared effective by the SEC within sixty (60) calendar days following the date of
the Inducement Letter (or within ninety (90) calendar days following the date of the Inducement Letter in case of “full review”
of the Resale Registration Statement by the SEC) and to keep the Resale Registration Statement effective at all times until the earlier
of such time that (i) no holder of the New Warrants owns any New Warrants or New Warrant Shares or (ii) the New Warrant Shares are eligible
for sale under Rule 144 (assuming cashless exercise of the New Warrants), without the requirement for the Company to be in compliance
with the current public information required under Rule 144 as to such New Warrant Shares and without volume or manner-of-sale restrictions.
In the Inducement Letter, the Company agreed not to issue any shares of common stock or common stock equivalents or to file any other
registration statement with the SEC (in each case, subject to certain exceptions) until August 31, 2026.
The
Company also agreed to use its reasonable best efforts to hold a special meeting of stockholders on or prior to the date that is ninety
(90) days after the date of the Inducement Letter for the purpose of obtaining stockholder approval of the exercise of the New Warrants
in accordance with applicable Nasdaq rules. If the Company does not obtain stockholder approval at the first meeting, the Company shall
call a meeting every ninety (90) days thereafter to seek stockholder approval until the earlier of the date on which stockholder approval
is obtained or the New Warrants are no longer outstanding.
The
New Warrants are being offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities
Act of 1933, as amended (the “Securities Act”). Each Holder has represented that it is an accredited investor as defined
in Rule 501 of the Securities Act and has acquired such securities for their own account and has no arrangements or understandings for
any distribution thereof. The offer and sale of the foregoing securities is being made without any form of general solicitation or advertising.
The New Warrants and the New Warrant Shares have not been registered under the Securities Act or applicable state securities laws. Accordingly,
such securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable
exemption from the registration requirements of the Securities Act and such applicable state securities laws.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation to buy nor shall there be any sale of the securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
Immediately
prior to the transactions contemplated by the Inducement Letter, the number of shares of the Company’s common stock that was issued
and outstanding was 5,277,846. After giving effect to the transactions contemplated by the Inducement Letter, including the closing thereof,
the number of shares of the Company’s common stock that will be issued and outstanding is 6,980,208.
Terms
of the New Warrants
The
New Warrants will be exercisable upon the receipt of stockholder approval of the exercise of the New Warrants in accordance with applicable
Nasdaq rules and have a term of exercise equal to five years from the date of such stockholder approval. If a registration statement
registering the resale of the shares of common stock underlying the New Warrants under the Securities Act, is not effective or available,
the holder may, in its sole discretion, elect to exercise the New Warrants through a cashless exercise, in which case the holder would
receive upon such exercise the net number of shares of common stock determined according to the formula set forth in the New Warrants.
No fractional shares of common stock will be issued upon the exercise of any New Warrant. In lieu of fractional shares, we will pay the
holder an amount in cash equal to the fractional amount multiplied by the exercise price or round up to the next whole share.
Fundamental
Transaction. If a Fundamental Transaction (as defined in the New Warrants) occurs, then the successor entity will succeed to, and
be substituted for the Company, and may exercise every right and power that the Company may exercise and will assume all of the Company’s
obligations under the New Warrants with the same effect as if such successor entity had been named in the New Warrants itself. If holders
of shares of common stock are given a choice as to the securities, cash or property to be received in such a Fundamental Transaction,
then the holder shall be given the same choice as to the consideration it would receive upon any exercise of the New Warrants following
such a Fundamental Transaction. Additionally, as more fully described in the New Warrants, in the event of certain Fundamental Transactions,
the holders of the New Warrants will be entitled to receive consideration in an amount equal to the Black Scholes Value (as defined in
the New Warrants), on the date of consummation of such Fundamental Transaction.
Stock
Dividends and Splits. If at any time on or after the date of issuance there occurs any share split, share dividend, share combination
recapitalization or other similar transaction involving our common stock then in each case the exercise price shall be multiplied by
a fraction of which the numerator shall be the number of shares of common stock (excluding treasury shares, if any) outstanding immediately
before such event and of which the denominator shall be the number of shares of common stock outstanding immediately after such event,
and the number of shares issuable upon exercise of the New Warrants shall be proportionately adjusted such that the aggregate exercise
price of the Warrant shall remain unchanged.
Beneficial
Ownership Limitations. A holder will not have the right to exercise any portion of the New Warrants if the holder (together with
its affiliates) would beneficially own in excess of 4.99% (or, upon election by a holder prior to the issuance of any warrants, 9.99%)
of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is
determined in accordance with the terms of the New Warrants. However, any holder may increase or decrease such percentage to any other
percentage not in excess of 9.99%, upon at least 61 days’ prior notice from the holder to us with respect to any increase in such
percentage.
The
foregoing summaries of the Inducement Letter, the New Warrants and the Placement Agency Agreement do not purport to be complete and are
subject to, and qualified in their entirety by, such documents attached as Exhibits 10.1, 4.1 and 1.1, respectively, to this Current
Report on Form 8-K, which are incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information under Item 1.01 of this Current Report on Form 8-K regarding the unregistered securities described therein is incorporated
herein by reference.
Warning
Concerning Forward Looking Statements
This
Current Report on Form 8-K contains statements which constitute forward looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and other securities laws. These forward looking statements are based upon the Company’s present
intent, beliefs or expectations, but forward looking statements are not guaranteed to occur and may not occur for various reasons, including
some reasons which are beyond the Company’s control. For example, this Current Report states that the closing of the offering is
expected to close on or about August 3, 2026. In fact, the closing of the offering is subject to various conditions and contingencies
as are customary in similar purchase agreements in the United States. If these conditions are not satisfied or the specified contingencies
do not occur, this offering may not close. For this reason, among others, you should not place undue reliance upon the Company’s
forward looking statements. Except as required by law, the Company undertakes no obligation to revise or update any forward looking statements
in order to reflect any event or circumstance that may arise after the date of this Current Report.
Item
9.01. Financial Statement and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 1.1 |
|
Placement Agency Agreement, dated as of July 30, 2026, by and between the Company and Maxim Group LLC |
| |
|
|
| 4.1 |
|
Form of New Warrant |
| |
|
|
| 10.1 |
|
Form of Inducement Letter |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Co-Diagnostics,
Inc. |
| |
|
|
| Date: July
31, 2026 |
By: |
/s/
Brian Brown |
| |
|
Brian
Brown |
| |
|
Chief
Financial Officer |
| |
|
(Principal
Financial and Accounting Officer) |
