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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): March 9, 2026
CO-DIAGNOSTICS,
INC.
(Exact
name of small business issuer as specified in its charter)
| Utah |
|
1-38148 |
|
46-2609363 |
| (State
or other jurisdiction of |
|
(Commission |
|
(IRS
Employer |
| incorporation
or organization) |
|
File
Number) |
|
Identification
Number) |
2401
S. Foothill Drive, Suite D, Salt Lake City, Utah 84109
(Address
of principal executive offices)
(801)
438-1036
(Issuer’s
telephone number)
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
2.02. Results of Operations and Financial Condition.
The
information contained in Item 8.01 of this Current Report on Form 8-K (this “Current Report”), to the extent required, is
incorporated into this Item 2.02 by reference.
Item 8.01. Other Events.
Nasdaq Matters
On
March 9, 2026, Co-Diagnostics, Inc. (the “Company”) was formally notified by The Nasdaq Stock Market LLC (“Nasdaq”)
that the Company has demonstrated compliance with the $1.00 bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) and all
other applicable criteria for continued listing on The Nasdaq Capital Market. Accordingly, the Company’s securities will resume
trading on Nasdaq effective with the open of the market on March 11, 2026, and the previously disclosed listing matter before
the Nasdaq Hearing Panel (the “Panel”) has been closed.
The
Panel has imposed a Discretionary Panel Monitor for a period of one year, through March 9, 2027. If during the monitoring period, the
Company’s closing bid price falls below $1.00 per share for 30 consecutive business days, the Company will not be eligible for
a 180-day compliance period otherwise available under the Nasdaq Listing Rules. Rather, Nasdaq would issue a delist determination, which
the Company could then appeal by requesting a hearing before the Panel. Such request would stay any further action by Nasdaq pending
the conclusion of the hearing process.
December
31, 2025 Cash and Cash Equivalents
The
Company is providing the following information about its preliminary cash and cash equivalents as of December 31, 2025. Based upon preliminary
estimates and currently available information, the Company estimates that its cash and cash equivalents were approximately $11.9 million
as of December 31, 2025. This amount is unaudited and preliminary and is subject to completion of the Company’s financial closing
procedures. As a result, this amount may differ from the amount that will be reflected in the Company’s consolidated financial
statements as of and for the year ended December 31, 2025.
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:
March 10, 2026 |
By: |
/s/
Brian Brown |
| |
Name: |
Brian
Brown |
| |
Title: |
Chief
Financial Officer |
| |
|
(Principal
Financial and Accounting Officer) |
