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Co-Diagnostics, Inc.

For the period ended Jun 30, 2026. Filed Aug 13, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 13, 2026

CODX$0.26-3.9%Stored close · as of Nov 6, 2026

What changed in Risk Factors?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-14.

0001493152-26-023085

Unregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety Disclosures

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-13.

0001493152-26-037762

Unregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety Disclosures

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 9 previous paragraphs and 18 current paragraphs.

9 unchanged; 0 reworded; 9 added; 0 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (9)

Current report

Unregistered Sales of Equity Securities

Current report

On May 21, 2026, the Company completed a private placement pursuant to a Securities Purchase Agreement, dated May 19, 2026, with certain institutional and accredited investors. In the private placement, the Company issued (i) 54,915 shares of its common stock, par value $0.001 per share, (ii) pre-funded warrants to purchase up to 1,592,532 shares of common stock and (iii) common warrants to purchase up to 3,294,894 shares of common stock.

Current report

The purchase price for each share of common stock and accompanying common warrant was $1.821, and the purchase price for each pre-funded warrant and accompanying common warrant was $1.8209. The pre-funded warrants have an exercise price of $0.0001 per share, are exercisable immediately and terminate when exercised in full. The common warrants have an exercise price of $1.571 per share, are exercisable immediately and expire five years from the date of issuance.

Current report

The Company received aggregate gross proceeds of approximately $3.0 million from the private placement, before deducting placement agent fees and other offering expenses. Maxim Group LLC acted as the exclusive placement agent in connection with the private placement. The Company agreed to pay Maxim a cash fee equal to 7.0% of the aggregate gross proceeds, or approximately $210,000, and to reimburse Maxim for reasonable expenses in an amount of $50,000.

Current report

The securities were issued to institutional and accredited investors in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder. Each purchaser represented that it was an “accredited investor” as defined in Regulation D and was acquiring the securities for its own account and not with a view to distribution in violation of applicable securities laws. The securities were not offered through any general solicitation or general advertising.

Current report

The private placement was previously reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2026.

Current report

Issuer Purchases of Equity Securities

Current report

During the three months ended June 30, 2026, no director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408 of Regulation S-K.