Co-Diagnostics, Inc.

A Reverse Stock Split, if approved by our stockholders and implemented by our Board, will be effected simultaneously for all outstanding shares of our common stock. A Reverse Stock Split will affect all of our stockholders uniformly and will not affect any stockholder’s percentage ownership interest in the Company, except to the extent that a Reverse Stock Split results in any of our stockholders owning a fractional share. A Reverse Stock Split will not change the terms of our common stock and will not change the number of shares of capital stock authorized for issuance under our Articles of Incorporation. After a Reverse Stock Split, the shares of common stock will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to the common stock now authorized, which is not entitled to preemptive or subscription rights, and is not subject to conversion, redemption or sinking fund provisions. The post-Reverse Stock Split common stock will remain fully paid and non-assessable. A Reverse Stock Split is not intended as, and will not have the effect of, a “going private transaction” covered by Rule 13e-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Following the Reverse Stock Split, we will continue to be subject to the periodic reporting requirements of the Exchange Act. We anticipate that after the Reverse Stock Split, if implemented in accordance with Nasdaq rules, our common stock will continue to be listed on The Nasdaq Capital Market under the symbol “CODX.”

As of the effective time of a Reverse Stock Split, we will proportionately reduce the number of shares of common stock reserved for issuance under all outstanding options, restricted stock units, warrants, and other rights to acquire our common stock, and we will proportionately increase the exercise or conversion price of those securities. In addition, as of the effective time of the Reverse Stock Split, we will adjust and proportionately decrease the total number of shares of our common stock that may be the subject of future grants under our 2015 Equity Incentive Plan (the “2015 Plan”) and our 2025 Equity Incentive Plan (the “2025 Plan”).

Assuming reverse stock split ratios of 1-for-10, 1-for-200, 1-for-500, and 1-for-750, which are provided for illustrative purposes only and do not reflect all possible reverse stock split ratios that may be effected pursuant to this proposal, sets forth approximate information regarding (i) the number of shares of Common Stock that would be authorized for issuance under our Charter, (ii) the number of shares of our Common Stock that would be issued and outstanding, (iii) the number of shares of our Common Stock that would be reserved for issuance pursuant to outstanding equity awards under our 2015 Plan and 2025 Plan, (iii) the number of shares of Common Stock reserved for issuance upon exercise of outstanding warrants, and (iv) the per share price of our Common Stock, based on the closing price of our Common Stock on October 20, 2026 ($0.6470 per share), each giving effect to the Reverse Split without taking into account the treatment of fractional shares and based on securities outstanding as of October 22, 2026.

If this Reverse Stock Split Proposal is approved and our Board elects to effect a Reverse Stock Split, the number of outstanding shares of common stock will be reduced in proportion to the ratio of the split chosen by our Board. Accordingly, if a Reverse Stock Split is effected, the number of authorized shares of common stock available for issuance under our Articles of Incorporation will effectively be proportionally increased relative to the number of outstanding shares post-Reverse Stock Split.

Additionally, if this Reverse Stock Split Proposal is approved and our Board elects to effect a Reverse Stock Split, we would communicate to the public, prior to the effective date of the Reverse Stock Split, additional details regarding the Reverse Stock Split, including the specific ratio selected by our Board. If the Board does not implement a Reverse Stock Split within twelve months from the date that stockholder approval is obtained, if ever, the authority granted in this Reverse Stock Split Proposal to implement the Reverse Stock Split will automatically terminate.

After the effective date of a Reverse Stock Split, our common stock will have a new committee on uniform securities identification procedures (“CUSIP”) number, a unique number used to identify our common stock.

The increase in the number of shares of authorized but unissued and unreserved common stock will have an “anti-takeover effect” by permitting the issuance of shares to purchasers who might oppose a hostile takeover bid or oppose any efforts to amend or repeal certain provisions of our Articles of Incorporation. The increased number of available authorized but unissued shares of common stock as a result of a Reverse Stock Split would give the Company’s management more flexibility to resist or impede a third-party takeover bid that provides an above-market premium that is favored by a majority of the independent stockholders. Any such anti-takeover effect of a reverse stock split would be in addition to existing anti-takeover provisions of our Articles of Incorporation and amended and restated bylaws, as amended (“Bylaws”). Our Board is not presently aware of any attempt, or contemplated attempt, to acquire control of the Company and the Reverse Stock Split is not part of any plan by our Board to recommend or implement a series of anti-takeover measures.

Our directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this proposed amendment, except to the extent of their ownership in shares of our common stock and securities convertible or exercisable for common stock.