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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): October 14, 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) (Zip Code)
(801)
438-1036
Registrant’s
telephone number, including area code
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
5.07. Submission of Matters to a Vote of Security Holders.
As
previously disclosed, on September 3, 2026, Co-Diagnostics, Inc. (the “Company”) held its previously announced Annual Meeting
of Stockholders (the “Annual Meeting”). Because a quorum was not present or represented, the Company was unable to transact
business at the Annual Meeting. The Annual Meeting was subsequently adjourned and reconvened on September 24, 2026 and September 30,
2026, but a quorum was not present or represented on either date. The Annual Meeting was therefore adjourned again to October 14, 2026.
On
October 14, 2026, the Company reconvened the Annual Meeting. A quorum was not present or represented, and the Company was therefore unable
to transact business at the Annual Meeting. The Company determined not to adjourn the Annual Meeting again.
The
Company currently intends to seek stockholder approval of the proposals that were to be considered at the Annual Meeting at a special
meeting of stockholders to be held on a future date. If the Company proceeds with such special meeting, the Company will announce the
date, time and location of the special meeting and provide additional information regarding the special meeting and the matters to be
considered thereat in proxy materials to be filed with the Securities and Exchange Commission and distributed to the Company’s
stockholders.
SIGNATURE
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:
October 15, 2026 |
By: |
/s/
Dwight Egan |
| |
Name: |
Dwight
Egan |
| |
Title: |
Chief
Executive Officer |
| |
|
(Principal
Executive Officer) |
