Co-Diagnostics, Inc.

Our Board has approved, and recommends that stockholders approve, an amendment to our Articles of Incorporation to effect one or more reverse stock splits of the Company’s issued and outstanding shares of common stock, on one or more occasions, at a ratio of not less than 1-for-2, with the cumulative effect of all such reverse stock splits not to exceed 1-for-750. If approved, the Board will have the discretion to select the exact ratio or ratios within that range, to determine the timing of each reverse stock split, and to effect the reverse stock splits on more than one occasion within twelve months following this Special Meeting, if at all.

The form of Articles of Amendment is attached as Appendix D (the “Reverse Stock Split Amendment”). If the Board determines to effect more than one Reverse Stock Split pursuant to this proposal, a separate Articles of Amendment will be filed in connection with each such Reverse Stock Split.

Even if stockholders approve the Reverse Stock Split Proposal, we reserve the right not to effect any Reverse Stock Split if the Board of Directors does not deem it to be in the best interests of the Company and its stockholders. The Board believes that granting this discretion provides the Board with maximum flexibility to act in the best interests of the Company and its stockholders. If this Reverse Stock Split Proposal is approved by the stockholders, the Board will have the authority, in its sole discretion, without further action by the stockholders, to effect one or more Reverse Stock Splits within the ratios and during the period set forth above, provided that the cumulative effect of all such Reverse Stock Splits does not exceed 1-for-750.

The Board’s decision as to whether and when to effect a Reverse Stock Split will be based on a number of factors, including prevailing market conditions, existing and expected trading prices for our common stock, Nasdaq listing requirements, actual or forecasted results of operations, and the likely effect of such results on the market price of our common stock.