Co-Diagnostics, Inc.
For the period ended Sep 30, 2026. Filed Nov 10, 2026.
View on SEC.govAbout 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.
Sep 30, 2026 · Filed Nov 10, 2026
CODX$0.29-9.5%Stored close · as of Nov 10, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-13.
0001493152-26-037762
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-10.
0001493152-26-050963
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 61 previous paragraphs and 62 current paragraphs.
37 unchanged; 20 reworded; 4 added; 3 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 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 (4)
Current report
Other expense for the three months ended September 30, 2026 was $0.04 million, compared to other expense of $0.04 million for the three months ended September 30, 2025.
Current report
The Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025
Current report
Other Income or Expense
Current report
Subsequent to September 30, 2026, the Company entered into a senior secured convertible debt financing arrangement with J.J. Astor & Co., pursuant to which the Company received approximately $2.0 million in initial net cash proceeds before other transaction expenses. The financing provides for up to an additional $1.0 million in funding, subject to the satisfaction of specified conditions. The financing imposes certain restrictions on the Company’s liquidity, including minimum cash requirements, installment payment obligations and the application of proceeds from sales under the Company’s at-the-market equity offering program toward repayment of the indebtedness. As a result, the proceeds available to the Company from future sales under its at-the-market program may be substantially reduced. Although this financing provided additional near-term liquidity, the Company will require additional capital to fund its ongoing operations, and there can be no assurance that additional financing will be available on acceptable terms, or at all.
Removed paragraphs (3)
Previous report
The Six Months Ended June 30, 2026 Compared to the Six Months ended June 30, 2025
Previous report
Sales and marketing expenses for the six months ended June 30, 2026 were $0.9 million, compared to $1.3 million for the six months ended June 30, 2025. The decrease was primarily a result of decreases in stock-based compensation expense, tradeshow and travel expense, and consulting expense.
Reworded paragraphs (20)
Previous wording
In January 2017, the Company entered into an agreement to manufacture diagnostics tests for seven infectious diseases with a pharmaceutical manufacturing company in India and formed CoSara Diagnostics Pvt. Ltd. as a joint venture. The agreement provided for the construction of a manufacturing plant, the manufacture of the PCR tests using the Company’s primer technology, and the sales and marketing of those tests in India. The Company also has a services agreement with CoSara under which CoSara provides certain research and development consulting and support services, specifically pertaining to the ongoing development of the Co-Dx PCR platform. During July 2026, CoSara initiated clinical studies for a tuberculosis test on the PCR Pro® instrument.
Current wording
In January 2017, the Company entered into an agreement to manufacture diagnostics tests for seven infectious diseases with a pharmaceutical manufacturing company in India and formed CoSara Diagnostics Pvt. Ltd. as a joint venture. The agreement provided for the construction of a manufacturing plant, the manufacture of the PCR tests using the Company’s primer technology, and the sales and marketing of those tests in India. The Company also has a services agreement with CoSara under which CoSara provides certain research and development consulting and support services, specifically pertaining to the ongoing development of the Co-Dx PCR platform. During July 2026, CoSara initiated clinical studies for a tuberculosis test on the PCR Pro® instrument. During October 2026, these clinical studies were completed and the tuberculosis test was submitted to India’s Central Drugs Standard Control Organization (the “CDSCO”) for regulatory clearance.
Previous wording
For the three months ended June 30, 2026, we generated revenues of $0.2 million, compared to revenues of $0.2 million for the three months ended June 30, 2025.
Current wording
For the three months ended September 30, 2026, we generated revenues of $0.3 million, compared to revenues of $0.1 million for the three months ended September 30, 2025.
Previous wording
We recorded cost of revenues of approximately $0.05 million for the three months ended June 30, 2026, compared to approximately $0.03 million for the three months ended June 30, 2025. Included within cost of revenues is a decrease of approximately $0.03 million for the three months ended June 30, 2026, and a decrease of approximately $0.1 million for the three months ended June 30, 2025, related to reserves against certain raw materials and finished goods inventories.
Current wording
We recorded cost of revenues of approximately $0.3 million for the three months ended September 30, 2026, compared to approximately $0.03 million for the three months ended September 30, 2025.
Previous wording
Total operating expenses for the six months ended June 30, 2026 were $15.5 million, compared to total operating expenses of $16.8 million for the six months ended June 30, 2025. The decrease in operating expenses was primarily due to decreased legal and professional services expense, as well as decreased personnel and stock-based compensation expense, partially offset by increased expense related to clinical trials for the Co-Dx PCR platform.
Current wording
Total operating expenses for the three months ended September 30, 2026 were $6.2 million, compared to total operating expenses of $7.1 million for the three months ended September 30, 2025. The decrease in operating expenses was primarily due to decreased personnel and stock-based compensation expense, as well as decreased expense related to development of the Co-Dx PCR platform, partially offset by increases in legal and professional services expense.
Previous wording
General and administrative expenses for the three months ended June 30, 2026 were $1.5 million, compared to $2.6 million for the three months ended June 30, 2025. The decrease resulted primarily from decreased stock-based compensation expense and decreased legal and professional services expense.
Current wording
General and administrative expenses for the three months ended September 30, 2026 were $1.9 million, compared to $1.8 million for the three months ended September 30, 2025. Decreases in stock-based compensation expense were offset by increased legal and professional services expense.
Previous wording
Research and development expenses for the three months ended June 30, 2026 were $4.2 million, compared to $4.7 million for the three months ended June 30, 2025. The decrease was primarily a result of expenses related to decreased personnel related expense, partially offset by increased expense related to clinical trials for the Co-Dx PCR platform.
Current wording
Research and development expenses for the three months ended September 30, 2026 were $3.6 million, compared to $4.5 million for the three months ended September 30, 2025. The decrease was primarily a result of decreased personnel related expense and decreased expenses related to development and clinical trials for the Co-Dx PCR platform, partially offset by increased professional services expense.
Previous wording
Net loss for the three months ended June 30, 2026 was $6.3 million, compared to $7.7 million for the three months ended June 30, 2025. The smaller net loss was primarily the result of lower operating expenses, partially offset by decreased other income, including changes in the fair value of contingent consideration liabilities and decreased realized gains on investments.
Current wording
Net loss for the three months ended September 30, 2026 was $6.3 million, compared to $5.9 million for the three months ended September 30, 2025. The larger net loss was primarily attributable to the decreased income tax benefit, partially offset by lower operating expenses.
Previous wording
For the six months ended June 30, 2026, we generated revenues of $0.3 million, compared to revenues of $0.2 million for the six months ended June 30, 2025.
Current wording
For the nine months ended September 30, 2026, we generated revenues of $0.6 million, compared to revenues of $0.4 million for the nine months ended September 30, 2025.
Previous wording
We recorded cost of revenues of approximately $0.2 million for the six months ended June 30, 2026, compared to approximately $0.1 million for the six months ended June 30, 2025. Included within cost of revenues is a decrease of approximately $0.2 million for the six months ended June 30, 2026, and a decrease of approximately $0.1 million for the six months ended June 30, 2025, related to reserves against certain raw materials and finished goods inventories.
Current wording
We recorded cost of revenues of approximately $0.5 million for the nine months ended September 30, 2026, compared to approximately $0.1 million for the nine months ended September 30, 2025. Included within cost of revenues is a decrease of approximately $0.2 million for the nine months ended September 30, 2026, and a decrease of approximately $0.1 million for the nine months ended September 30, 2025, related to reserves against certain raw materials and finished goods inventories.
Previous wording
Total operating expenses for the three months ended June 30, 2026 were $6.3 million, compared to total operating expenses of $8.2 million for the three months ended June 30, 2025. The decrease in operating expenses was primarily due to decreased legal and professional services expense, as well as decreased personnel and stock-based compensation expense, partially offset by increased expense related to clinical trials for the Co-Dx PCR platform.
Current wording
Total operating expenses for the nine months ended September 30, 2026 were $21.7 million, compared to total operating expenses of $23.9 million for the nine months ended September 30, 2025. The decrease in operating expenses was primarily due to decreased personnel and stock-based compensation expense, as well as decreased legal expense, partially offset by increased expense related to development and clinical trials for the Co-Dx PCR platform and increased professional services expense.
Previous wording
Sales and marketing expenses for the three months ended June 30, 2026 were $0.5 million, compared to $0.6 million for the three months ended June 30, 2025. The decrease was primarily a result of decreased stock-based compensation expense and consulting expense.
Current wording
Sales and marketing expenses for the nine months ended September 30, 2026 were $1.5 million, compared to $1.8 million for the nine months ended September 30, 2025. The decrease was primarily a result of decreases in stock-based compensation expense and consulting expense.
Previous wording
General and administrative expenses for the six months ended June 30, 2026 were $4.0 million, compared to $5.4 million for the six months ended June 30, 2025. The decrease resulted primarily from decreased personnel related expense and stock-based compensation expense, as well as decreased legal and professional services expense.
Current wording
General and administrative expenses for the nine months ended September 30, 2026 were $5.9 million, compared to $7.2 million for the nine months ended September 30, 2025. The decrease resulted primarily from decreased personnel related expense and stock-based compensation expense, along with decreased legal expense, partially offset by increased professional services expense.
Previous wording
Research and development expenses for the six months ended June 30, 2026 were $10.1 million, compared to $9.6 million for the six months ended June 30, 2025. The increase was primarily a result of expenses related to clinical trials for the Co-Dx PCR platform, partially offset by decreased personnel related expense.
Current wording
Research and development expenses for the nine months ended September 30, 2026 were $13.7 million, compared to $14.0 million for the nine months ended September 30, 2025. The decrease was primarily a result of decreased personnel related expense, partially offset by increased expenses related to development and clinical trials for the Co-Dx PCR platform.
Previous wording
Other expense for the three months ended June 30, 2026 was $0.1 million, compared to other income of $0.3 million for the three months ended June 30, 2025. The decrease was primarily a result of decreased realized gains from investments in marketable securities, as well as changes in the fair value of contingent consideration liabilities.
Current wording
Other expense for the nine months ended September 30, 2026 was $0.03 million, compared to other income of $1.3 million for the nine months ended September 30, 2025. The decrease was primarily a result of changes in the fair value of contingent consideration liabilities, as well as decreased realized gains from investments in marketable securities.
Previous wording
Net loss for the six months ended June 30, 2026 was $15.4 million, compared to $15.3 million for the six months ended June 30, 2025. The larger net loss was primarily the result of decreased other income, including changes in the fair value of contingent consideration liabilities and decreased realized gains on investments, partially offset by lower operating expenses.
Current wording
Net loss for the nine months ended September 30, 2026 was $21.7 million, compared to $21.2 million for the nine months ended September 30, 2025. The larger net loss was primarily the result of decreased other income, including changes in the fair value of contingent consideration liabilities and decreased realized gains on investments, along with a lower income tax benefit, partially offset by lower operating expenses.
Previous wording
At June 30, 2026, we had cash and cash equivalents of $3.6 million. Additionally, our total current assets at June 30, 2026, were $5.2 million compared to total current liabilities of $2.9 million.
Current wording
At September 30, 2026, we had cash and cash equivalents of $0.7 million. Additionally, our total current assets at September 30, 2026, were $1.9 million compared to total current liabilities of $2.5 million.
Previous wording
Net cash used in operating activities during the six months ended June 30, 2026 was $15.0 million, compared to $17.0 million for the six months ended June 30, 2025. The decrease in cash used in operating activities was primarily due to reduced operating expenses and a lower usage of cash to pay accounts payable and accrued liabilities from the end of the previous year.
Current wording
Net cash used in operating activities during the nine months ended September 30, 2026 was $20.7 million, compared to $22.9 million for the nine months ended September 30, 2025. The decrease in cash used in operating activities was primarily due to reduced operating expenses.
Previous wording
Net cash used in investing activities was $0.3 million for the six months ended June 30, 2026, compared to cash provided by investing activities of $24.4 million during the six months ended June 30, 2025. The decrease in cash provided by investing activities is primarily due to higher proceeds from redemptions of investments during the prior year.
Current wording
Net cash used in investing activities was $0.3 million for the nine months ended September 30, 2026, compared to cash provided by investing activities of $26.6 million during the nine months ended September 30, 2025. The decrease in cash provided by investing activities is primarily due to higher proceeds from redemptions of investments during the prior year.
Previous wording
Net cash provided by financing activities was $7.1 million for the six months ended June 30, 2026, compared to $0.8 million for the six months ended June 30, 2025. The cash provided by financing activities during 2026 relates to issuances of common stock under the ATM and proceeds related to a private placement transaction.
Current wording
Net cash provided by financing activities was $9.8 million for the nine months ended September 30, 2026, compared to $4.8 million for the nine months ended September 30, 2025. The cash provided by financing activities during 2026 relates to issuances of common stock under the ATM and proceeds related to a private placement transaction and its related warrant exercises.
Previous wording
Ouravailable capital resources may be consumed more rapidly than currently expected and we may need or want to raise additional financing for strategic opportunities. It is anticipated that the Company will continue to generate operating losses and use cash in operations in the near term. If needed, we expect additional investment capital to come from additional issuances of our common stock or other equity-based securities with existing and new investors similar to those that have provided funding in the past or debt financing.
Current wording
Ouravailable capital resources may be consumed more rapidly than currently expected and we may need or want to raise additional financing for strategic opportunities. It is anticipated that the Company will continue to generate operating losses and use cash in operations in the near term and, therefore, will need to obtain additional capital. We expect additional investment capital to come from additional issuances of our common stock or other equity-based securities with existing and new investors, which will likely be highly dilutive to existing investors.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Sales and marketing expenses for the three months ended September 30, 2026 were $0.6 million, compared to $0.6 million for the three months ended September 30, 2025.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Other income for the six months ended June 30, 2026 was nominal, compared to other income of $1.4 million for the six months ended June 30, 2025. The decrease was primarily a result of changes in the fair value of contingent consideration liabilities, as well as decreased realized gains from investments in marketable securities.