Co-Diagnostics, Inc.
For the period ended Oct 26, 2026. Filed Oct 26, 2026.
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Oct 26, 2026 · Filed Oct 26, 2026
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Share Reserve and Potential Dilution
The following table summarizes certain information regarding the overhang and dilution associated with the Plan and the proposed Plan Amendment, based on the Company’s outstanding common stock purchase warrants as of the Record Date:
| Metric | Shares |
|---|---|
| Common shares outstanding as of the Record Date | 8,822,648 |
| Shares authorized for issuance under the Plan after giving effect to the Company’s 1-for-30 reverse stock split | 263,376 |
| Shares subject to outstanding awards under the 2015 and 2025 Equity Plans | 193,084 |
| Shares available for future grant under the Plan | 163,376 |
| Additional shares requested under the Plan Amendment | 2,000,000 |
| Total shares authorized for issuance under the Plan if the Plan Amendment is approved | 2,263,376 |
| Outstanding 2026 common stock purchase warrants as of the Record Date (approximately)(1) | 5,100,000 |
| Shares underlying outstanding convertible note as of the Record Date (approximately)(2) | 2,600,917 |
| Common shares outstanding as of the Record Date, assuming exercise of outstanding common stock purchase warrants and conversion of outstanding convertible note | 16,523,565 |
(1) The warrants included in the table above have an initial exercise price of $1.58 per share, subject to adjustment.
(2) The convertible note included in the table above has an initial conversion price of $1.09 per share, subject to adjustment.
The additional 2,000,000 shares requested under the Plan Amendment represent approximately 22.7% of the Company’s outstanding common stock as of the Record Date, or approximately 12.1% of the Company’s common stock outstanding as of the Record Date assuming exercise of the outstanding common stock purchase warrants reflected in the table above.
After giving effect to the Plan Amendment, the total number of shares available for issuance under the Plan would represent approximately 25.7% of the Company’s outstanding common stock as of the Record Date, or approximately 13.7% of the Company’s common stock outstanding as of the Record Date assuming exercise of the outstanding common stock purchase warrants reflected in the table above.
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