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Co-Diagnostics, Inc.

For the period ended Jun 30, 2025. Filed Aug 14, 2025.

View on SEC.gov

About 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.

Jun 30, 2025 · Filed Aug 14, 2025

CODX$0.26-3.9%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-08.

0001641172-25-009257

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-14.

0001641172-25-024029

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 42 previous paragraphs and 56 current paragraphs.

29 unchanged; 13 reworded; 7 added; 0 removed; 0 previous and 7 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 (7)
Reworded paragraphs (13)

Previous wording

For the three months ended March 31, 2025, we generated revenues of $0.1 million, compared to revenues of $0.5 million for the three months ended March 31, 2024. The decrease in revenue was due to lower product and grant revenues recognized in the current period.

Current wording

For the three months ended June 30, 2025, we generated revenues of $0.2 million, compared to revenues of $2.7 million for the three months ended June 30, 2024. The decrease in revenue was due to lower grant revenues recognized in the current period.

Previous wording

We recorded cost of revenues of approximately $22,000 for the three months ended March 31, 2025, compared to $0.2 million for the three months ended March 31, 2024. Included within cost of revenues is a decrease of approximately $41,000 for the three months ended March 31, 2025, and a decrease of approximately $0.3 million for the three months ended March 31, 2024, related to reserves against certain raw materials and finished goods inventories.

Current wording

We recorded cost of revenues of approximately $.03 million for the three months ended June 30, 2025, compared to $0.2 million for the three months ended June 30, 2024. Included within cost of revenues is a decrease of approximately $0.1 million for the three months ended June 30, 2025, and an increase of approximately $.02 million for the three months ended June 30, 2024, related to reserves against certain raw materials and finished goods inventories.

Previous wording

Research and development expenses for the three months ended March 31, 2025 were $4.9 million compared to $5.7 million for the three months ended March 31, 2024. The decrease was primarily a result of decreased expenses related to development of the Co-Dx PCR platform, personnel related expenses, and stock-based compensation expense, partially offset by increases in professional services expense.

Current wording

Research and development expenses for the three months ended June 30, 2025 were $4.7 million compared to $5.6 million for the three months ended June 30, 2024. The decrease was primarily a result of decreased expenses related to development of the Co-Dx PCR platform, personnel related expenses, and stock-based compensation expense, partially offset by increases in professional services expense.

Previous wording

Other income was $1.0 million for the three months ended March 31, 2025, compared to other income of $1.0 million for the three months ended March 31, 2024. Decreases in interest income and realized gains from investments in marketable securities were offset by increases in the change in the fair value of contingent consideration liabilities.

Current wording

Other income was $0.3 million for the three months ended June 30, 2025, compared to other income of $0.1 million for the three months ended June 30, 2024. Decreases in interest income were offset by increases in realized gains from investments in marketable securities and the change in the fair value of contingent consideration liabilities.

Previous wording

Total operating expenses were $8.6 million for the three months ended March 31, 2025 compared to total operating expenses of $10.5 million for the three months ended March 31, 2024. The decrease in operating expenses was primarily due to decreased stock-based compensation expense, personnel related expenses, tradeshow and travel expense, and expense related to development of the Co-Dx PCR platform. These decreases were partially offset by increased legal expenses.

Current wording

Total operating expenses were $16.8 million for the six months ended June 30, 2025 compared to total operating expenses of $20.6 million for the six months ended June 30, 2024. The decrease in operating expenses was primarily due to decreased stock-based compensation expense, personnel related expenses, tradeshow and travel expense, and expense related to development of the Co-Dx PCR platform. These decreases were partially offset by increased legal expenses.

Previous wording

Sales and marketing expenses for the three months ended March 31, 2025 were $0.7 million compared to $1.6 million for the three months ended March 31, 2024. The decrease of $0.9 million was primarily a result of decreased stock-based compensation expense, tradeshow and travel expenses, consulting and professional services expenses, and personnel related expenses.

Current wording

Sales and marketing expenses for the six months ended June 30, 2025 were $1.3 million compared to $2.6 million for the six months ended June 30, 2024. The decrease was primarily a result of decreased stock-based compensation expense, tradeshow and travel expenses, consulting and professional services expenses, and personnel related expenses.

Previous wording

General and administrative expenses for the three months ended March 31, 2025 were $2.8 million compared to $2.9 million for the three months ended March 31, 2024. Decreases in stock-based compensation expense and consulting and professional services expense were partially offset by increased legal expenses.

Current wording

General and administrative expenses for the six months ended June 30, 2025 were $5.4 million compared to $6.1 million for the six months ended June 30, 2024. Decreases in stock-based compensation expense and consulting and professional services expense were partially offset by increased legal expenses.

Previous wording

We realized a net loss for the three months ended March 31, 2025 of $7.5 million, compared to $9.3 million for the three months ended March 31, 2024. The smaller net loss was primarily the result of decreases in sales and marketing expenses and research and development expenses. Additionally, we recorded income tax expense of $12 thousand for the three months ended March 31, 2025, compared to $22 thousand for the three months ended March 31, 2024.

Current wording

We realized a net loss for the six months ended June 30, 2025 of $15.3 million, compared to $16.9 million for the six months ended June 30, 2024. The smaller net loss was primarily the result of decreases in operating expenses.

Previous wording

At March 31, 2025, we had cash and cash equivalents of $1.9 million and marketable investment securities of $19.6 million. We consider our marketable investment securities an important part of our liquidity and focus such investments in securities that can readily be converted into cash if needed. Additionally, our total current assets at March 31, 2025, were $23.8 million compared to total current liabilities of $5.4 million.

Current wording

At June 30, 2025, we had cash and cash equivalents of $11.1 million and marketable investment securities of $2.2 million. We consider our marketable investment securities an important part of our liquidity and focus such investments in securities that can readily be converted into cash if needed. Additionally, our total current assets at June 30, 2025, were $15.3 million compared to total current liabilities of $3.7 million.

Previous wording

Net cash used in operating activities during the three months ended March 31, 2025 was $8.7 million, compared to $8.5 million for the three months ended March 31, 2024. The increase in cash used in operating activities was primarily due to decreases in revenue, grant funding, net interest income, and realized gains on investments.

Current wording

Net cash used in operating activities during the six months ended June 30, 2025 was $17.0 million, compared to $13.7 million for the six months ended June 30, 2024. The increase in cash used in operating activities was primarily due to a higher usage of cash to pay accounts payable and accrued liabilities related to higher legal expenses, along with decreases in revenue, grant funding, net interest income, and realized gains on investments.

Previous wording

Net cash provided by investing activities was $7.4 million for the three months ended March 31, 2025, compared to $16.7 million during the three months ended March 31, 2024. The decrease in cash provided by investing activities is primarily due to the timing of the redemption of certain investments as they matured.

Current wording

Net cash provided by investing activities was $24.4 million for the six months ended June 30, 2025, compared to $12.6 million during the six months ended June 30, 2024. The increase in cash provided by investing activities is primarily due to the timing of the redemption of certain investments as they matured.

Previous wording

Net cash provided by financing activities was $0.4 million for the three months ended March 31, 2025, compared to $0 for the three months ended March 31, 2024. The cash provided by financing activities during 2025 relates to issuances of common stock under the ATM.

Current wording

Net cash provided by financing activities was $0.8 million for the six months ended June 30, 2025, compared to $0 for the six months ended June 30, 2024. The cash provided by financing activities during 2025 relates to issuances of common stock under the ATM.

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. We have entered into an Amended and Restated Equity Distribution Agreement (the “ATM Agreement”) with Piper Sandler & Co. (“Piper Sandler”) and Clear Street, LLC (“Clear Street”), pursuant to which we may offer and sell shares of our common stock having an aggregate offering price of up to $17,111,650 from time to time through Piper Sandler and Clear Street acting as our agents, under our prospectus supplement dated October 18, 2024. As of March 31, 2025, we have sold 833,806 shares of common stock under the ATM Agreement resulting in net proceeds to the Company of $0.6 million.

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. 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. We have entered into an Amended and Restated Equity Distribution Agreement (the “ATM Agreement”) with Piper Sandler & Co. (“Piper Sandler”) and Clear Street, LLC (“Clear Street”), pursuant to which we may offer and sell shares of our common stock having an aggregate offering price of up to $17,111,650 from time to time through Piper Sandler and Clear Street acting as our agents, under our prospectus supplement dated October 18, 2024. As of June 30, 2025, we have sold 2,209,131 shares of common stock under the ATM Agreement resulting in net proceeds to the Company of $1.0 million.
Rearranged current paragraphs (7)

Current report — wording carried from elsewhere

Total operating expenses were $8.2 million for the three months ended June 30, 2025 compared to total operating expenses of $10.1 million for the three months ended June 30, 2024. The decrease in operating expenses was primarily due to decreased stock-based compensation expense, personnel related expenses, and expense related to development of the Co-Dx PCR platform.

Current report — wording carried from elsewhere

Sales and marketing expenses for the three months ended June 30, 2025 were $0.6 million compared to $1.0 million for the three months ended June 30, 2024. The decrease was primarily a result of decreased stock-based compensation expense, consulting and professional services expenses, and personnel related expenses.

Current report — wording carried from elsewhere

We realized a net loss for the three months ended June 30, 2025 of $7.7 million, compared to $7.6 million for the three months ended June 30, 2024. The larger net loss was primarily the result of decreased grant revenues, partially offset by lower operating expenses.

Current report — wording carried from elsewhere

For the six months ended June 30, 2025, we generated revenues of $0.2 million, compared to revenues of $3.1 million for the six months ended June 30, 2024. The decrease in revenue was due to lower product and grant revenues recognized in the current period.

Current report — wording carried from elsewhere

We recorded cost of revenues of approximately $0.1 million for the six months ended June 30, 2025, compared to $0.4 million for the six months ended June 30, 2024. Included within cost of revenues is a decrease of approximately $0.1 million for the six months ended June 30, 2025, and a decrease of approximately $0.3 million for the six months ended June 30, 2024, related to reserves against certain raw materials and finished goods inventories.

Current report — wording carried from elsewhere

Research and development expenses for the six months ended June 30, 2025 were $9.6 million compared to $11.3 million for the six months ended June 30, 2024. The decrease was primarily a result of decreased expenses related to development of the Co-Dx PCR platform, personnel related expenses, and stock-based compensation expense, partially offset by increases in professional services expense.

Current report — wording carried from elsewhere

Other income was $1.4 million for the six months ended June 30, 2025, compared to other income of $1.1 million for the six months ended June 30, 2024. Decreases in interest income were offset by increases in realized gains from investments in marketable securities and increases in the change in the fair value of contingent consideration liabilities.