Co-Diagnostics, Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

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.

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.

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.

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.

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.

Issuer Purchases of Equity Securities

None.

Rule 10b5-1 Trading Arrangements

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.

Dividends

We have never declared or paid any cash dividends on our capital stock. The payment of dividends on our common stock in the future will depend on our earnings, capital requirements, operating and financial condition and such other factors as our board of directors may consider appropriate. We currently expect to use all available funds to finance the future development and expansion of our business and do not anticipate paying dividends on our common stock in the foreseeable future.

Pursuant to Section 16-10a-640 of the Utah Revised Business Corporation Act, no distribution may be made if, after giving it effect: