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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 31, 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.
On
March 31, 2026, Co-Diagnostics, Inc. (the “Company”) issued a press release announcing financial results for its year ended
December 31, 2025. The full text of the press release, which includes information regarding the Company’s use of a non-GAAP financial
measure, is furnished as Exhibit 99.1 to this Form 8-K.
The
information contained in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. Furthermore,
the information contained in this Item 2.02 or Exhibit 99.1 shall not be deemed to be incorporated by reference into any registration
statement or other document filed pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference
in such filing.
Item
7.01. Regulation FD. Disclosure.
The
information set forth under Item 2.02 is incorporated by reference as if fully set forth herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No.: |
|
Description: |
| 99.1 |
|
Press Release, dated March 31, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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 31, 2026 |
By: |
/s/
Brian Brown |
| |
Name: |
Brian
Brown |
| |
Title: |
Chief
Financial Officer |
| |
|
(Principal
Financial and Accounting Officer) |
Exhibit
99.1
Co-Diagnostics
Reports Full Year 2025 Financial Results
Advancing
Global Commercialization Strategy Through CoSara and CoMira Joint Ventures
Progressing
Clinical Pipeline and Regulatory Pathways for PCR Platform
Strengthening
Technology Leadership with AI Integration and Expanding IP Portfolio
Salt
Lake City, UT – March 31, 2026 – Co-Diagnostics, Inc. (NASDAQ: CODX) (“Co-Diagnostics,” “Co-Dx,”
or “the Company”), a molecular diagnostics company with a unique, patented platform for the development of molecular
diagnostic tests, today announced its financial results for the full year ended December 31, 2025.
Full
Year 2025 Financial Results:
| |
● |
Revenue
of $0.6 million, compared to $3.9 million in 2024, primarily due to lower grant revenue |
| |
● |
Operating
expenses of $50.6 million, compared to $43.0 million in 2024, driven by a non-cash impairment charge of $18.9 million from revaluation
of intangible assets |
| |
● |
Operating
loss of $50.2 million, compared to $40.1 million in 2024 |
| |
● |
Net
loss of $46.9 million, or $35.25 per share, compared to net loss of $37.6 million, or $37.22 per share in 2024, primarily due to
intangible asset impairment charges and lower grant revenue, partially offset by decreases in operating expenses and a benefit from
income taxes |
| |
● |
Adjusted
EBITDA loss of $28.0 million, compared to a loss of $33.5 million in 2024 |
| |
● |
Cash,
cash equivalents, and marketable investment securities totaled $11.9 million as of December 31, 2025, compared to $29.7 million as
of December 31, 2024 |
Full
Year 2025 Business Highlights:
| |
● |
Closed
$3.8 million offering of 9.62 million shares of common stock at an offering price of $0.40 per share on a pre-reverse split basis |
| |
● |
Closed
$7.0 million offering of 12.7 million shares of common stock at an offering price of $0.55 per share on a pre-reverse split basis |
| |
● |
Continued
advancement of CoSara Diagnostics joint venture in India, including regulatory progress and manufacturing readiness for PCR Pro®
instrument* |
| |
● |
Signed
definitive agreement with Arabian Eagle to establish CoMira Diagnostics joint venture in Saudi Arabia; currently progressing on execution
and finalizing lease for manufacturing facility |
| |
● |
Initiated
and advanced clinical evaluations of upper respiratory multiplex test |
| |
● |
Further
progressed development across pipeline programs, including tuberculosis (TB) and HPV tests |
| |
● |
Expanded
the AI business unit, integrating machine learning capabilities into the Co-Dx™ Primer Ai™ platform |
| |
● |
Strengthened
the intellectual property portfolio with a new international patent granted in Australia |
| |
● |
Engaged
Maxim Group to pursue SPAC transaction for CoSara Diagnostics |
| |
● |
Received
recognition from Utah Governor’s Office and BioUtah for the formation of CoMira Diagnostics |
Recent
Developments:
| |
● |
Received
CDSCO license to manufacture and sell the CoSara PCR Pro® instrument in India, representing a key regulatory milestone
and enabling commercialization readiness |
| |
● |
Signed
an agreement to expand CoSara Diagnostics’ commercial and distribution territory across South Asia to include Bangladesh, Pakistan,
Nepal, and Sri Lanka, increasing the regional addressable market to approximately $13 billion |
| |
● |
Initiated
shipments of PCR Pro® instruments and tuberculosis (TB) test* materials to India to support upcoming clinical performance
studies, with the instrument and test kits being aligned with new WHO guidance on TB testing |
| |
● |
Strengthened
the intellectual property portfolio with a new international patent granted in Japan |
“Over
the past year, we made meaningful progress across multiple initiatives that have positioned the Company for its next phase of growth,
including advancing our clinical pipeline, expanding our global footprint, and preparing for commercialization of the platform in 2026,”
said Dwight Egan, Chief Executive Officer of Co-Diagnostics. “Importantly, we have remained focused on execution and continued
to build momentum across the business. Our strategy is centered on four key pillars: advancing CoSara and our broader opportunity in
India, executing on our CoMira joint venture in the Middle East and Northern Africa, progressing our clinical programs toward key regulatory
milestones, and expanding our AI-driven capabilities. Together, these initiatives support our scalable, globally deployable diagnostics
platform and reinforce our focus on long-term value creation.”
Mr.
Egan continued, “Based on dramatically reduced rates of COVID prevalence in our clinical study locations, we are currently planning
on an initial FDA 510(k) submission for our upper respiratory test focused on flu A, flu B, and RSV. As we move forward, we remain committed
to disciplined performance as we advance toward commercialization, and we anticipate that this modified approach will allow us to accelerate
regulatory and commercialization timelines while retaining the flexibility to incorporate COVID into the test at a later stage if conditions
change.
“We
believe the progress we’ve made in our clinical studies and on all other initiatives are creating a clear path to unlock the full
potential of our platform as we enter the next phase of execution in 2026.”
Conference
Call and Webcast:
Co-Diagnostics
will host a conference call and webcast at 4:30 p.m. EDT today to discuss its financial results with analysts and institutional investors.
The conference call and webcast will be available via:
Webcast:
ir.co-dx.com on the Events & Webcasts page, or accessible directly here
Conference
Call: 1-888-880-3330 (Toll Free) or 1-646-357-8766 (Toll)
The
call will be recorded and later made available on the Company’s website.
*The
Co-Dx PCR platform (including the PCR Home®, PCR Pro®, mobile app, and all
associated tests) is subject to review by the FDA and/or other regulatory bodies and is not yet available for sale.
About
Co-Diagnostics, Inc.
Co-Diagnostics,
Inc., a Utah corporation, is a molecular diagnostics company that develops, manufactures and markets state-of-the-art diagnostics technologies.
The Company’s technologies are utilized for tests that are designed to detect and/or analyze nucleic acid molecules (DNA or RNA).
The Company also uses its proprietary technology to design specific tests for its Co-Dx PCR at-home and point-of-care platform (subject
to regulatory review and not currently for sale) and to identify genetic markers for use in applications other than infectious disease.
Non-GAAP
Financial Measures:
This
press release contains adjusted EBITDA, which is a non-GAAP measure defined as net loss excluding depreciation, amortization, (gain)
loss on disposition of assets, income tax (benefit) expense, net interest (income) expense, stock-based compensation, change in fair
value of contingent consideration, impairment charges and realized gain (loss) on investments. The Company believes that adjusted EBITDA
provides useful information to management and investors relating to its results of operations. The Company’s management uses this
non-GAAP measure to compare the Company’s performance to that of prior periods for trend analyses, and for budgeting and planning
purposes. The Company believes that the use of adjusted EBITDA provides an additional tool for investors to use in evaluating ongoing
operating results and trends and in comparing the Company’s financial measures with other companies, many of which present similar
non-GAAP financial measures to investors, and that it allows for greater transparency with respect to key metrics used by management
in its financial and operational decision-making.
Management
does not consider the non-GAAP measure in isolation or as an alternative to financial measures determined in accordance with GAAP. The
principal limitation of the non-GAAP financial measure is that it excludes significant expenses that are required by GAAP to be recorded
in the Company’s financial statements. In order to compensate for these limitations, management presents the non-GAAP financial
measure together with GAAP results. Non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but
should not be considered a substitute for, or superior to, GAAP results. A reconciliation table of the net income, the most comparable
GAAP financial measure to adjusted EBITDA, is included at the end of this release. The Company urges investors to review the reconciliation
and not to rely on any single financial measure to evaluate the company’s business.
Forward-Looking
Statements:
This
press release contains forward-looking statements. Forward-looking statements can be identified by words such as “believes,”
“expects,” “estimates,” “intends,” “may,” “plans,” “will” and
similar expressions, or the negative of these words. Such forward-looking statements are based on facts and conditions as they exist
at the time such statements are made and predictions as to future facts and conditions. Forward-looking statements in this release include
statements regarding (i) advancement into clinical evaluations and continued development and regulatory submissions for the Co-Dx PCR
platform and (ii) our belief that the platform will play a key role in transforming the global accessibility of diagnostic testing solutions.
Forward-looking statements are subject to inherent uncertainties, risks and changes in circumstances. Actual results may differ materially
from those contemplated or anticipated by such forward-looking statements. Readers of this press release are cautioned not to place undue
reliance on any forward-looking statements. There can be no assurance that any of the anticipated results will occur on a timely basis
or at all due to certain risks and uncertainties, a discussion of which can be found in our Risk Factors disclosure in our Annual Report
on Form 10-K, filed with the Securities and Exchange Commission (SEC) on March 31, 2026, and in our other filings with
the SEC. The Company does not undertake any obligation to update any forward-looking statement relating to matters discussed in this
press release, except as may be required by applicable securities laws.
Company
Contact:
Andrew
Benson
Head
of Investor Relations
+1
801-438-1036
investors@codiagnostics.com
Investor
Contact:
Valter
Pinto, Managing Director
KCSA
Strategic Communications
+1
212.896.1254
CODX@KCSA.com
Media
Contact:
Jennifer
Webb
ColtrinMethod
PR
jcoltrin@coltrinmethodpr.com
CO-DIAGNOSTICS,
INC. AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
| | |
December 31, 2025 | | |
December 31, 2024 | |
| Assets | |
| | | |
| | |
| Current assets | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 11,884,607 | | |
$ | 2,936,544 | |
| Marketable investment securities | |
| - | | |
| 26,811,098 | |
| Accounts receivable, net | |
| 190,375 | | |
| 132,570 | |
| Inventory, net | |
| 992,397 | | |
| 1,072,724 | |
| Income taxes receivable | |
| 44,559 | | |
| - | |
| Prepaid expenses and other current assets | |
| 581,527 | | |
| 1,338,762 | |
| Total current assets | |
| 13,693,465 | | |
| 32,291,698 | |
| Property and equipment, net | |
| 2,272,098 | | |
| 2,761,280 | |
| Operating lease right-of-use asset | |
| 1,207,453 | | |
| 2,114,876 | |
| Intangible assets, net | |
| 7,219,000 | | |
| 26,101,000 | |
| Investment in joint ventures | |
| 350,569 | | |
| 294,304 | |
| Total assets | |
$ | 24,742,585 | | |
$ | 63,563,158 | |
| Liabilities and stockholders’ equity | |
| | | |
| | |
| Current liabilities | |
| | | |
| | |
| Accounts payable | |
$ | 1,878,225 | | |
$ | 3,294,254 | |
| Accrued expenses | |
| 865,301 | | |
| 2,562,169 | |
| Operating lease liability, current | |
| 662,258 | | |
| 915,619 | |
| Contingent consideration liabilities, current | |
| 119,036 | | |
| 502,819 | |
| Deferred revenue | |
| 14,800 | | |
| 40,857 | |
| Total current liabilities | |
| 3,539,620 | | |
| 7,315,718 | |
| Long-term liabilities | |
| | | |
| | |
| Income taxes payable | |
| - | | |
| 713,643 | |
| Operating lease liability | |
| 574,301 | | |
| 1,236,560 | |
| Contingent consideration liabilities | |
| - | | |
| 422,080 | |
| Total long-term liabilities | |
| 574,301 | | |
| 2,372,283 | |
| Total liabilities | |
| 4,113,921 | | |
| 9,688,001 | |
| Commitments and contingencies (Note 13) | |
| | | |
| | |
| Stockholders’ equity | |
| | | |
| | |
| Convertible preferred stock, $0.001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively | |
| - | | |
| - | |
| Common stock, $0.001 par value; 100,000,000 shares authorized; 2,256,654 shares issued and 2,095,031 shares outstanding as of December 31, 2025 and 1,263,408 shares issued and 1,101,785 shares outstanding as of December 31, 2024 | |
| 67,700 | | |
| 37,902 | |
| Treasury stock, at cost; 161,623 shares held as of December 31, 2025 and December 31, 2024, respectively | |
| (15,575,795 | ) | |
| (15,575,795 | ) |
| Additional paid-in capital | |
| 116,510,298 | | |
| 102,472,210 | |
| Accumulated other comprehensive income | |
| - | | |
| 418,443 | |
| Accumulated deficit | |
| (80,373,539 | ) | |
| (33,477,603 | ) |
| Total stockholders’ equity | |
| 20,628,664 | | |
| 53,875,157 | |
| Total liabilities and stockholders’ equity | |
$ | 24,742,585 | | |
$ | 63,563,158 | |
CO-DIAGNOSTICS,
INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
| | |
Years Ended December 31, | |
| | |
2025 | | |
2024 | |
| Product revenue | |
$ | 418,205 | | |
$ | 770,048 | |
| Grant revenue | |
| 204,284 | | |
| 3,145,112 | |
| Total revenue | |
| 622,489 | | |
| 3,915,160 | |
| Cost of revenue | |
| 222,377 | | |
| 999,124 | |
| Gross profit | |
| 400,112 | | |
| 2,916,036 | |
| Operating expenses | |
| | | |
| | |
| Sales and marketing | |
| 2,381,131 | | |
| 4,483,339 | |
| General and administrative | |
| 9,058,283 | | |
| 16,157,152 | |
| Research and development | |
| 19,137,242 | | |
| 20,979,589 | |
| Depreciation and amortization | |
| 1,106,808 | | |
| 1,377,266 | |
| Impairment charges | |
| 18,882,000 | | |
| - | |
| Total operating expenses | |
| 50,565,464 | | |
| 42,997,346 | |
| Loss from operations | |
| (50,165,352 | ) | |
| (40,081,310 | ) |
| Other income, net | |
| | | |
| | |
| Interest income, net | |
| 292,932 | | |
| 1,091,825 | |
| Realized gain on investments | |
| 683,365 | | |
| 870,745 | |
| Gain (loss) on disposition of assets | |
| (82,421 | ) | |
| 8,291 | |
| Gain on remeasurement of acquisition contingencies | |
| 805,863 | | |
| 714,876 | |
| Loss on equity method investment in joint ventures | |
| (46,301 | ) | |
| (186,067 | ) |
| Total other income, net | |
| 1,653,438 | | |
| 2,499,670 | |
| Loss before income taxes | |
| (48,511,914 | ) | |
| (37,581,640 | ) |
| Income tax provision (benefit) | |
| (1,615,978 | ) | |
| 57,368 | |
| Net loss | |
$ | (46,895,936 | ) | |
$ | (37,639,008 | ) |
| Other comprehensive income (loss) | |
| | | |
| | |
| Change in net unrealized gains (losses) on marketable securities, net of tax | |
| (418,443 | ) | |
| 271,743 | |
| Total other comprehensive income (loss) | |
$ | (418,443 | ) | |
$ | 271,743 | |
| Comprehensive loss | |
$ | (47,314,379 | ) | |
$ | (37,367,265 | ) |
| | |
| | | |
| | |
| Loss per common share: | |
| | | |
| | |
| Basic and Diluted | |
$ | (35.25 | ) | |
$ | (37.22 | ) |
| Weighted average shares outstanding: | |
| | | |
| | |
| Basic and Diluted | |
| 1,330,200 | | |
| 1,011,179 | |
CO-DIAGNOSTICS,
INC. AND SUBSIDIARIES
GAAP
AND NON-GAAP MEASURES
| Reconciliation of net loss to adjusted EBITDA: | |
| | |
| |
| | |
| | |
| |
| | |
Years Ended December 31, | |
| | |
2025 | | |
2024 | |
| Net loss | |
$ | (46,895,936 | ) | |
$ | (37,639,008 | ) |
| Interest income, net | |
| (292,932 | ) | |
| (1,091,825 | ) |
| Realized gain on investments | |
| (683,365 | ) | |
| (870,745 | ) |
| Depreciation and amortization | |
| 1,106,808 | | |
| 1,377,266 | |
| (Gain) loss on disposition of assets | |
| 82,421 | | |
| (8,291 | ) |
| Change in fair value of contingent consideration | |
| (805,863 | ) | |
| (714,876 | ) |
| Stock-based compensation expense | |
| 2,248,053 | | |
| 5,434,904 | |
| Income tax provision | |
| (1,615,978 | ) | |
| 57,368 | |
| Impairment charges | |
| 18,882,000 | | |
| - | |
| Adjusted EBITDA | |
$ | (27,974,792 | ) | |
$ | (33,455,207 | ) |
| | |
| | | |
| | |
| Reconciliation of net loss to adjusted net loss: | |
| | | |
| | |
| Net loss | |
$ | (46,895,936 | ) | |
$ | (37,639,008 | ) |
| Impairment charges | |
| 18,882,000 | | |
| - | |
| Adjusted net loss | |
$ | (28,013,936 | ) | |
$ | (37,639,008 | ) |