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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): July 27, 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
1.01. Entry into a Material Definitive Agreement
As
previously disclosed, on October 20, 2025, Co-Diagnostics, Inc., a Utah corporation (the “Company”), entered into an equity
distribution agreement (the “Original Equity Distribution Agreement”) with Maxim Group LLC (“Maxim”).
On
July 27, 2026, the Company and Maxim entered into an amendment to the Original Equity Distribution Agreement (the “Equity Distribution
Agreement Amendment”), which, among other things, removed the fixed aggregate dollar limitation on sales under the Original Equity
Distribution Agreement, such that future offers and sales of our Common Stock will be limited solely by the amount of Common Stock currently
registered and available for issuance under our effective registration statement.
The
offer and sale of the shares is being made pursuant to the Shelf Registration Statement (Registration No. 333-295803) and the related
prospectus supplement dated July 27, 2026 (the “Prospectus Supplement”) filed by the Company with the Securities and Exchange
Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
The
foregoing description of the Equity Distribution Agreement Amendment is only a summary and is qualified in its entirety by reference
to the full text of the Equity Distribution Agreement Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference.
In connection with the Company’s entry
into the Equity Distribution Agreement Amendment and filing of the Prospectus Supplement, the Company also agreed with the investors
under the Securities Purchase Agreement dated May 19, 2026, to extend the period during which the Company will not issue, enter into
any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or any securities convertible into
or exercisable or exchangeable for shares of Common Stock or file any registration statement or prospectus, or any amendment or supplement
thereto to 5:00 pm Eastern Time on August 14, 2026.
The
legal opinion of Dorsey & Whitney LLP relating to the shares being offered pursuant to the Equity Distribution Agreement (as amended
by the Equity Distribution Agreement Amendment) and the Prospectus Supplement is filed as Exhibit 5.1 to this Current Report on Form
8-K.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the shares as discussed
herein, nor shall there be any sale of the shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 5.1 |
|
Opinion of Dorsey & Whitney LLP |
| 10.1 |
|
Amendment to Equity Distribution Agreement, by and between Co-Diagnostics, Inc. and Maxim Group LLC, dated July 27, 2026. |
| 23.1 |
|
Consent of Dorsey & Whitney LLP (included in Exhibit 5.1). |
| 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:
July 27, 2026 |
By: |
/s/
Brian Brown |
| |
Name: |
Brian
Brown |
| |
Title: |
Chief
Financial Officer |
| |
|
(Principal
Financial and Accounting Officer) |
