Co-Diagnostics, Inc. received an amended Schedule 13G/A from Ayrton Capital LLC, Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, and Waqas Khatri reporting that they now beneficially own 0 shares of the company’s common stock, or 0% of the class.
The percentages are based on 60,892,582 shares of common stock outstanding as of November 11, 2025, as stated in Co-Diagnostics’ Form 10-Q. The filers state that any securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
Positive
None.
Negative
None.
Insights
Key institutional holder updates its Co-Diagnostics position to 0% ownership.
Ayrton Capital LLC, Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, and Waqas Khatri report beneficial ownership of 0 shares, equal to 0% of Co-Diagnostics’ common stock. This reflects their position as of December 31, 2025.
The ownership percentages use 60,892,582 shares outstanding as of November 11, 2025, taken from Co-Diagnostics’ Form 10-Q. The filers certify that any securities were acquired and are held in the ordinary course of business and not to change or influence control of the issuer.
For investors, this document mainly serves as a regulatory update on institutional holdings. Future company filings may provide additional context on changes in the broader shareholder base and any shifts among other significant holders over later reporting dates.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
CO-DIAGNOSTICS, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
189763105
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
189763105
1
Names of Reporting Persons
Ayrton Capital LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
IA, CO
SCHEDULE 13G
CUSIP No.
189763105
1
Names of Reporting Persons
Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
189763105
1
Names of Reporting Persons
Waqas Khatri
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
CO-DIAGNOSTICS, INC.
(b)
Address of issuer's principal executive offices:
2401 S. Foothill Drive, Suite D, Salt Lake City, UT 84109
Item 2.
(a)
Name of person filing:
(i) Ayrton Capital LLC; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B; and (iii) Waqas Khatri
(b)
Address or principal business office or, if none, residence:
(i) Ayrton Capital LLC, 55 Post Rd West, 2nd Floor Westport, CT 06880; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, Suite #7 Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, P.O. Box 10250, Cayman Islands; and (iii) Waqas Khatri 55 Post Rd West, 2nd Floor Westport, CT 06880
(c)
Citizenship:
(i) Ayrton Capital LLC: United States; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: Cayman Islands; and (iii) Waqas Khatri: United States
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
189763105
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Ayrton Capital LLC: 0; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 0; and (iii) Waqas Khatri: 0. Represents (i) 0 shares of Common Stock held by the Reporting Persons. The shares reported herein represent Common Stock of CO-DIAGNOSTICS, INC. (the "Issuer") held by Alto Opportunity Master Fund, SPC- Segregated Master Portfolio B, a Cayman Islands exempted company (the "Fund"). The Fund is a private investment vehicle for which Ayrton Capital LLC, a Delaware limited liability company (the "Investment Manager"), serves as the investment manager. Waqas Khatri serves as the managing member of the Investment Manager (all of the foregoing, collectively, the "Reporting Persons").
(b)
Percent of class:
The percentages below are based on (i) 60,892,582 shares of Common Stock of the Issuer that were outstanding as of November 11, 2025. The amount of shares outstanding was based upon a statement in the Issuer's Form 10-Q filed on November 13, 2025. For the sake of clarity, the holdings of the Reporting Persons reported herein are as of December 31, 2025. (i) Ayrton Capital LLC: 0%; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 0%; and (iii) Waqas Khatri: 0%.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(i) Ayrton Capital LLC: 0; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 0; and (iii) Waqas Khatri: 0
(ii) Shared power to vote or to direct the vote:
(i) Ayrton Capital LLC: 0; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 0; and (iii) Waqas Khatri: 0
(iii) Sole power to dispose or to direct the disposition of:
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Ayrton Capital LLC
Signature:
/s/ Waqas Khatri
Name/Title:
Waqas Khatri / Managing Member
Date:
02/11/2026
Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B
What does the latest Schedule 13G/A report for CODX?
The amended Schedule 13G/A reports that Ayrton Capital LLC, Alto Opportunity Master Fund, and Waqas Khatri now beneficially own 0 shares of Co-Diagnostics (CODX) common stock, representing 0% of the class as of December 31, 2025.
How many Co-Diagnostics (CODX) shares were used to calculate ownership percentages?
Ownership percentages are based on 60,892,582 shares of Co-Diagnostics common stock outstanding as of November 11, 2025. This share count comes from the company’s Form 10-Q filed on November 13, 2025, and serves as the denominator for the reported 0% ownership.
Who are the reporting persons in this Co-Diagnostics (CODX) Schedule 13G/A?
The reporting persons are Ayrton Capital LLC, Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, and Waqas Khatri. The fund is a Cayman Islands exempted company, Ayrton Capital is the investment manager, and Khatri is the managing member of the investment manager.
What percentage of Co-Diagnostics (CODX) does Ayrton Capital LLC currently report owning?
Ayrton Capital LLC reports beneficial ownership of 0 shares of Co-Diagnostics common stock, representing 0% of the outstanding class. The filing also shows 0 shares for voting and dispositive power, indicating no current reported economic or voting stake through this structure.
What does the filing say about intent to influence control of Co-Diagnostics (CODX)?
The certification states the securities were acquired and are held in the ordinary course of business and were not acquired or held to change or influence control of Co-Diagnostics. It also notes they are not held in connection with any control-related transaction, except certain nomination activities.
As of what date are the Co-Diagnostics (CODX) holdings reported in this Schedule 13G/A?
The holdings of Ayrton Capital LLC, Alto Opportunity Master Fund, and Waqas Khatri are reported as of December 31, 2025. At that date, each reports beneficial ownership of 0 shares of Co-Diagnostics common stock and 0% of the outstanding class.
