Co-Diagnostics, Inc.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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FY2025 · Filed Mar 31, 2026
CODX$0.29-9.5%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
| (1) | Financial Statements. The Consolidated Financial Statements filed as part of this Annual Report on Form 10-K are included in Part II, Item 8 of this Annual Report on Form 10-K. |
| (2) | Financial statement schedules. There are no financial statements schedules included because they are either not applicable or the required information is shown in the consolidated financial statements or the notes thereto. |
| (3) | Exhibits. The exhibits required by Item 601 of Regulation S-K and Item 15(b) of this Annual Report are listed in the Exhibit Index below. The exhibits listed in the Exhibit Index are incorporated by reference herein. |
| Exhibit Number | Exhibit Description | Filed with this Report | Incorporated by Reference herein from Form or Schedule | Filing Date | SEC File/Reg. Number |
|---|---|---|---|---|---|
| 2.1*+ | Agreement and Plan of Merger by and between Co-Diagnostics, Inc, IDMO Acquisition Corp., Idaho Molecular Inc., and Company Representative dated as of December 21, 2021. | Form 8-K (Exhibit 2.1) | 12/23/21 | 001-38148 | |
| 2.1.2 | Amendment to Agreement and Plan of Merger by and among Co-Diagnostics, Inc., Idaho Molecular, Inc., and Kirk Ririe, as Company Representative | Form 8-K (Exhibit 2.2) | 06/16/22 | 001-38148 | |
| 2.2*+ | Agreement and Plan of Merger by and between Co-Diagnostics, Inc, ACI Acquisition Corp., Advanced Conceptions, Inc., and Company Representative dated as of December 21, 2021 | Form 8-K (Exhibit 2.2) | 12/23/21 | 001-38148 | |
| 2.2.1 | Amendment to Agreement and Plan of Merger by and among Co-Diagnostics, Inc., Advanced Conceptions, Inc., and Richard Abbott, as Company Representative | Form 8-K (Exhibit 2.1) | 06/16/22 | 001-38148 | |
| 3.1 | Articles of Incorporation | Draft Registration Statement (Exhibit 3.1) | 01/12/17 | 377-01467 | |
| 3.1.1 | Amendment to the Articles of Incorporation | Draft Registration Statement (Exhibit 3.1.1) | 01/12/17 | 377-01467 | |
| 3.1.2 | Articles of Amendment to Articles of Incorporation | Form 8-K (Exhibit 3.2) | 01/03/19 | 001-38148 | |
| 3.1.5 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Co-Diagnostics, Inc. | Form 8-K (Exhibit 3.1) | 12/30/25 | 001-38148 | |
| 3.2 | Amended and Restated Bylaws of Co-Diagnostics, Inc. | Form 10-K (Exhibit 3.2) | 03/27/25 | 001-38148 | |
| 4.1 | Description of Registrant’s securities | X | |||
| 4.2 | Form of Indenture | Registration Statement (Exhibit 4.1) | 03/16/23 | 333-270628 | |
| 4.3 | Form of Pre-Funded Warrant | Form 8-K (Exhibit 4.1) | 10/29/25 | 001-38148 | |
| 10.1 | Exclusive Agreement between Co-Diagnostics, Inc. and DNA Logix, Inc., dated April 18, 2014 | Draft Registration Statement (Exhibit 10.2) | 01/12/17 | 377-01467 | |
| 10.2# | Co-Diagnostics, Inc. Amended and Restated 2015 Long Term Incentive Plan | Form S-8/A | 11/20/20 | 333-237684 | |
| 10.3 | Form of Indemnification Agreement | Form S-1/A (Exhibit 10.13.8) | 05/24/17 | 333-217542 | |
| 10.4 | Shareholders’ Agreement between Co-Diagnostics and Synbiotics Limited, dated January 27, 2017 | Form S-1 (Exhibit 10.16) | 04/28/17 | 333-217542 | |
| 10.5 | Amended Exclusive License Agreement between Co-Diagnostics, Brent Satterfield, and DNA Logix, Inc., dated January 1, 2017 | Form S-1 (Exhibit 10.17) | 04/28/17 | 333-217542 | |
| 10.6 | Warrant Agreement between Co-Diagnostics, Inc and VStock Transfer, LLC. Dated December 31, 2021 (ACI Warrant) | Form 10-K (Exhibit 10.6) | 03/24/22 | 001-38148 | |
| 10.7 | Warrant Agreement between Co-Diagnostics, Inc and VStock Transfer, LLC. Dated December 31, 2021 (IDMO Warrant) | Form 10-K (Exhibit 10.7) | 03/24/22 | 001-38148 | |
| 10.10# | Co-Diagnostics, Inc. Change in Control Plan | Form 8-K (Exhibit 10.1) | 05/16/23 | 001-38148 | |
| 10.11 | Commercial Lease Agreement, dated June 1, 2023, between Ozone Biotech, LLC and Co-Diagnostics, Inc. | Form 10-Q (Exhibit 10.1) | 08/10/23 | 001-38148 | |
| 10.12 | Commercial Lease Agreement, dated September 18, 2023, between Ge Estate, LLC and Co-Diagnostics, Inc. | Form 10-Q (Exhibit 10.1) | 11/09/23 | 001-38148 | |
| 10.13 | Placement Agency Agreement, dated as of September 17, 2025, by and between the Company and Maxim Group LLC | Form 8-K (Exhibit 1.1) | 09/18/25 | 001-38148 | |
| 10.14 | Form of Securities Purchase Agreement | Form 8-K (Exhibit 10.1) | 09/18/25 | 001-38148 | |
| 10.15 | Equity Distribution Agreement between Co-Diagnostics, Inc. and Maxim Group LLC, dated October 20, 2025 | Form 8-K (Exhibit 10.1) | 10/20/25 | 001-38148 | |
| 10.16 | Form of Securities Purchase Agreement | Form 8-K (Exhibit 10.1) | 10/29/25 | 001-38148 | |
| 10.17 | Placement Agency Agreement, dated as of October 28, 2025, by and between the Company and Maxim Group LLC | Form 8-K (Exhibit 1.1) | 10/29/25 | 001-38148 | |
| 10.18# | Co-Diagnostics, Inc. 2025 Equity Incentive Plan | Form S-8 (Exhibit 10.1) | 01/21/26 | 333-292855 | |
| 14.1 | Code of Ethics for Senior Financial Officers | Form 10-K (Exhibit 14.1) | 03/30/20 | 001-38148 | |
| 21.1 | Subsidiaries of Registrant | X | |||
| 23.1 | Consent of Tanner LLC | X | |||
| 31.1 | Certification of Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002 | X | |||
| 31.2 | Certification of Principal Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002 | X | |||
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | |||
| 32.2 | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | |||
| 101 SCH | Inline XBRL Taxonomy Extension Schema Document (A) | X | |||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document (A) | X | |||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document (A) | X | |||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document (A) | X | |||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document (A) | X | |||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | X | |||
| (A) | iXBRL (INline Extensible Business Reporting Language) information is furnished and not filed for purposes of Section 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934. | X | |||
#Management Contract or Compensatory Plan or Arrangement
*Schedules and exhibits to these Exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
- Portions of Exhibit 2.1 and Exhibit 2.2 have been omitted as they contain information that (i) is not material and (ii) is the type of information the issuer both customarily and actually treats as private and confidential.
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