Co-Diagnostics delays annual meeting to October 14

Previously submitted valid proxies remain effective for the October 14 meeting unless properly changed or revoked before votes are taken.

Rhea-AI Filing Summary

Co-Diagnostics, Inc. adjourned its annual meeting to October 14, 2026, at 9:30 a.m. Mountain Time after failing to achieve a quorum on September 30, 2026. The meeting also lacked a quorum on September 3 and at its September 24 adjournment. Stockholders will vote at the reconvened meeting in the manner described in the definitive proxy statement. Previously submitted valid proxies remain effective unless properly changed or revoked before votes are taken.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Terms

quorum, adjourned, valid proxies, definitive proxy statement

4 terms

quorum regulatory

"did not achieve a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

adjourned regulatory

"Annual Meeting was again adjourned"

Adjourned means a meeting, hearing, trading session or official proceeding has been paused or suspended and will be continued at a later time or date. For investors this matters because an adjournment delays decisions or announcements that can affect prices or strategy, like postponing a verdict or board vote; it’s like pausing a game until players can reconvene, giving more time for information or planning.

valid proxies regulatory

"Valid proxies submitted prior to the reconvened Annual Meeting"

Valid proxies are ballots or written authorizations that shareholders submit to vote on corporate matters that meet legal and company rules, meaning they are signed, dated, and cast in the proper form and timeframe. They matter to investors because these accepted votes determine control over decisions like electing directors or approving deals — like a signed permission slip that actually counts, with the power to change company strategy and potentially affect the stock price.

definitive proxy statement regulatory

"disclosed in the definitive proxy statement"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/05/2026 - 06:35 AM Accepted by SEC EDGAR 10/02/2026 - 07:38 PM Learn about SEC filing dates

false 0001692415 0001692415 2026-09-30 2026-09-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): September 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) (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”). However, the Company did not achieve a quorum and therefore was unable to transact business at the Annual Meeting, nor at the adjournment of the Annual Meeting held on September 24, 2026. As a result, the Annual Meeting was adjourned to September 30, 2026. However, the Company again did not achieve a quorum and therefore was unable to transact business at the meeting.

Pursuant to the Company’s bylaws, if a quorum is not present or represented at any meeting of the stockholders, the chairperson of the meeting has the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. Accordingly, the Annual Meeting was again adjourned to October 14, 2026, at 9:30 a.m. Mountain Time. The reconvened meeting will be held at the Company’s offices located at 2401 S. Foothill Drive, Suite D, Salt Lake City, Utah 84109.

At the adjourned Annual Meeting on October 14, 2026, stockholders will be deemed to be present in person and vote at such adjourned meeting in the same manner as disclosed in the definitive proxy statement the Company filed with the Securities and Exchange Commission on July 21, 2026. Valid proxies submitted prior to the reconvened Annual Meeting will continue to be valid for the Annual Meeting, unless properly changed or revoked prior to votes being taken at such reconvened Annual Meeting.

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 5, 2026	By:	/s/ Dwight Egan
	Name:	Dwight Egan
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB