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Co-Diagnostics adjourns 2026 shareholder meeting

Co-Diagnostics, Inc. adjourned its 2026 Annual Meeting for lack of quorum and rescheduled it for September 24, 2026 at its Salt Lake City offices.

(Moderate)
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

Co-Diagnostics, Inc. (CODX) reported that its September 3, 2026 Annual Meeting of Stockholders did not achieve a quorum, so no business could be conducted. Under the company’s bylaws, the chairperson adjourned the meeting.

The Annual Meeting is adjourned to September 24, 2026 at 9:00 a.m. Mountain Time, to be held at the company’s offices at 2401 S. Foothill Dr, Ste. D, Salt Lake City, Utah 84109. Stockholders may participate and vote as described in the definitive proxy statement filed on July 21, 2026, and all valid proxies already submitted will remain effective for the reconvened meeting unless changed or revoked before votes are taken.

Positive

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Negative

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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.
Initial Annual Meeting date September 3, 2026 Date on which the 2026 Annual Meeting was convened but lacked a quorum
Adjourned Annual Meeting date and time September 24, 2026, 9:00 a.m. Mountain Time Scheduled time for the reconvened 2026 Annual Meeting
Meeting location 2401 S. Foothill Dr, Ste. D, Salt Lake City, Utah 84109 Offices of Co-Diagnostics where the adjourned Annual Meeting will be held
Definitive proxy statement filing date July 21, 2026 Filing date of the proxy statement governing procedures for the Annual Meeting
quorum regulatory
"the Company did not achieve a quorum and therefore was unable to transact"
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.
Annual Meeting of Stockholders regulatory
"held its previously announced Annual Meeting of Stockholders (the “Annual Meeting”)"
bylaws regulatory
"Pursuant to the Company’s bylaws, if a quorum is not present"
Corporate bylaws are a company's internal rulebook that explains how the business is run day to day — who makes decisions, how directors and officers are chosen, how shareholder meetings are conducted, and procedures for changes or conflicts. For investors, bylaws matter because they shape governance and control, influence how quickly and easily leadership or strategy can change, and can protect or limit shareholder rights much like house rules affect how a household operates.
definitive proxy statement regulatory
"in the same manner as 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.

FAQ

Why did Co-Diagnostics, Inc. (CODX) adjourn its September 3, 2026 Annual Meeting?

The Annual Meeting on September 3, 2026 was adjourned because a quorum was not achieved, so the company could not transact any business. Under its bylaws, the chairperson had authority to adjourn the meeting until a quorum is present or represented.

When and where will CODX hold the reconvened 2026 Annual Meeting?

The adjourned Annual Meeting is scheduled for September 24, 2026 at 9:00 a.m. Mountain Time, at Co-Diagnostics’ offices at 2401 S. Foothill Dr, Ste. D, Salt Lake City, Utah 84109.

Are previously submitted proxies for CODX’s 2026 Annual Meeting still valid?

Yes. Valid proxies submitted before the reconvened Annual Meeting will remain valid for the September 24, 2026 meeting, unless they are properly changed or revoked before votes are taken at the reconvened Annual Meeting.

How will CODX stockholders be deemed present and able to vote at the reconvened meeting?

At the adjourned Annual Meeting on September 24, 2026, stockholders will be deemed present in person and able to vote in the same manner as disclosed in the definitive proxy statement filed on July 21, 2026.

What procedural rule allowed CODX to adjourn the 2026 Annual Meeting without further notice?

Under Co-Diagnostics’ bylaws, if a quorum is not present or represented at a stockholder meeting, the chairperson may adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum is present or represented.

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

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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): September 3, 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.

 

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 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 adjourned to September 24, 2026, at 9:00 a.m. Mountain Time. The adjourned meeting will be held at the Company’s offices located at 2401 S. Foothill Dr, Ste. D, Salt Lake City, Utah 84109.

 

At the adjourned Annual Meeting on September 24, 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 upcoming reconvened 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: September 4, 2026 By: /s/ Dwight Egan
  Name: Dwight Egan
  Title: Chief Executive Officer
    (Principal Executive Officer)

 

 

 

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