[SCHEDULE 13G/A] Co-Diagnostics, Inc. SEC Filing

Rhea-AI Filing Summary

Orca Capital AG reported beneficial ownership of 2,193,713 shares of Co-Diagnostics, Inc. (CODX), representing 4.6% of the company's outstanding common stock. The filing, made on a Schedule 13G/A, states Orca Capital has sole voting and dispositive power over all reported shares and confirms the holdings were not acquired to influence control of the issuer. The percentage calculation is based on 48,142,582 shares outstanding following the issuer's registered offering as disclosed in the issuer's prospectus dated September 18, 2025.

Positive

• Disclosure of stake: Orca Capital AG formally reports 2,193,713 shares (4.6%), providing transparency to the market
• Sole voting and dispositive power: The filer clearly states sole control over voting and disposition of the reported shares

Negative

• None.

Insights

Securities Analyst

TL;DR: A non-U.S. institutional holder reports a 4.6% passive stake in CODX with sole voting and dispositive power.

Orca Capital AG's Schedule 13G/A discloses a 4.6% position, below the 5% threshold that often triggers greater regulatory and market scrutiny. The filing classifies the ownership as passive under the Schedule 13G framework and explicitly states the shares were not acquired to influence control. For investors, this signals a meaningful but non-controlling institutional stake; it may indicate confidence without immediate governance implications.

Corporate Governance Expert

TL;DR: Ownership is material enough to note but not indicative of control or an activist intent.

With sole voting and dispositive power over 2,193,713 shares, Orca Capital AG can influence voting outcomes proportionate to its 4.6% stake, yet the filer explicitly disclaims any intent to change or influence control. The use of Schedule 13G/A (rather than 13D) and the certification language align with a passive investment posture under U.S. securities rules.

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, par value $0.001 per share

(Title of Class of Securities)

189763105

(CUSIP Number)

09/18/2025

(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

Orca Capital AG

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

GERMANY

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,193,713.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,193,713.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,193,713.00

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)

4.6 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: All ownership percentages set forth in this Schedule 13G are calculated based upon an aggregate of 48,142,582 shares of Common Stock outstanding immediately after giving effect to the completion of the Issuer's registered offering as provided in the Issuer's Prospectus filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on September 18, 2025.

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, Utah 84109
Item 2.
(a)	Name of person filing: Orca Capital AG
(b)	Address or principal business office or, if none, residence: Sperlring 2 85276 Hettenshausen Deutschland
(c)	Citizenship: Germany
(d)	Title of class of securities: Common Stock, par value $0.001 per share
(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: 2,193,713
(b)	Percent of class: 4.6%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 2,193,713
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 2,193,713
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	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 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.

Orca Capital AG

Signature:	/s/ Thomas Konig
Name/Title:	Thomas Konig/Director
Date:	09/19/2025

FAQ

What stake does Orca Capital AG hold in Co-Diagnostics (CODX)?

Orca Capital AG beneficially owns 2,193,713 shares of CODX, equal to 4.6% of the outstanding common stock.

Does Orca Capital AG have voting control over the shares reported in the Schedule 13G/A?

Yes. The filing states Orca Capital AG has sole voting power and sole dispositive power for all 2,193,713 shares.

Was the Orca Capital stake acquired to influence control of Co-Diagnostics?

No. The certification in the filing states the securities were not acquired to change or influence control of the issuer.

On what share count is the 4.6% ownership based?

The ownership percentage is calculated using 48,142,582 shares outstanding, reflecting the issuer's registered offering disclosed on September 18, 2025.

What filing form did Orca Capital AG use to disclose its position in CODX?

Orca Capital AG filed a Schedule 13G/A, indicating a passive investor disclosure under the Securities Exchange Act of 1934.