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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 27, 2026

 

CO-DIAGNOSTICS, INC.

(Exact name of registrant as specified in its charter)

 

Utah   001-38148   46-2609363

(State or other jurisdiction

of incorporation)

  (Commission
File Number)
 

(IRS Employer

Identification No. )

 

2401 S. Foothill Drive, Suite D, Salt Lake City Utah 84109

(Address of principal executive offices) (Zip Code)

 

(801) 438-1036

Registrant’s telephone number, including area code

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.001 per share   CODX   The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 
 

 

Item 1.01. Entry into a Material Definitive Agreement

 

As previously disclosed, on October 20, 2025, Co-Diagnostics, Inc., a Utah corporation (the “Company”), entered into an equity distribution agreement (the “Original Equity Distribution Agreement”) with Maxim Group LLC (“Maxim”).

 

On July 27, 2026, the Company and Maxim entered into an amendment to the Original Equity Distribution Agreement (the “Equity Distribution Agreement Amendment”), which, among other things, removed the fixed aggregate dollar limitation on sales under the Original Equity Distribution Agreement, such that future offers and sales of our Common Stock will be limited solely by the amount of Common Stock currently registered and available for issuance under our effective registration statement.

 

The offer and sale of the shares is being made pursuant to the Shelf Registration Statement (Registration No. 333-295803) and the related prospectus supplement dated July 27, 2026 (the “Prospectus Supplement”) filed by the Company with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

 

The foregoing description of the Equity Distribution Agreement Amendment is only a summary and is qualified in its entirety by reference to the full text of the Equity Distribution Agreement Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

In connection with the Company’s entry into the Equity Distribution Agreement Amendment and filing of the Prospectus Supplement, the Company also agreed with the investors under the Securities Purchase Agreement dated May 19, 2026, to extend the period during which the Company will not issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement or prospectus, or any amendment or supplement thereto to 5:00 pm Eastern Time on August 14, 2026.

 

The legal opinion of Dorsey & Whitney LLP relating to the shares being offered pursuant to the Equity Distribution Agreement (as amended by the Equity Distribution Agreement Amendment) and the Prospectus Supplement is filed as Exhibit 5.1 to this Current Report on Form 8-K.

 

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the shares as discussed herein, nor shall there be any sale of the shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
5.1   Opinion of Dorsey & Whitney LLP
10.1   Amendment to Equity Distribution Agreement, by and between Co-Diagnostics, Inc. and Maxim Group LLC, dated July 27, 2026.
23.1   Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
104   Cover Page Interactive Data File (embedded within the inline XBRL Document)

 

 
 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

  CO-DIAGNOSTICS, INC.
     
Date: July 27, 2026 By: /s/ Brian Brown
  Name: Brian Brown
  Title: Chief Financial Officer
    (Principal Financial and Accounting Officer)

 

 

 

 

Exhibit 5.1

 

 

July 27, 2026

 

Co-Diagnostics, Inc.

2401 S. Foothill Drive, Suite D

Salt Lake City, Utah 84109

 

Re: Registration Statement on Form S-3 (File No. 333-295803)

 

We have acted as counsel to Co-Diagnostics, Inc., a Utah corporation (the “Company”), in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a Prospectus Supplement (the “Prospectus Supplement”), dated July 27, 2026, to the Prospectus, dated May 15, 2026, included in the Registration Statement on Form S-3 (File No. 333-295803) filed by the Company with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the offer and sale by the Company of up to $7,901,383 of shares of the Company’s common stock, par value $0.001 per share (the “Shares”), pursuant to that certain Equity Distribution Agreement, dated October 20, 2025 and amended on July 27, 2026 (the “Offering Agreement”), between the Company and Maxim Group LLC.

 

We have examined such documents and have reviewed such questions of law as we have considered necessary or appropriate for the purposes of our opinions set forth below. In rendering our opinions set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons. As to questions of fact material to our opinions, we have relied upon certificates or comparable documents of officers and other representatives of the Company and of public officials.

 

Based on the foregoing, we are of the opinion that:

 

The Shares, when issued and delivered against payment of the consideration therefor specified in the Offering Agreement, will be validly issued, fully paid, and non-assessable.

 

Our opinions expressed above are limited to the laws of the State of Utah.

 

We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K to be filed by the Company with the Commission, which Current Report on Form 8-K will be incorporated by reference into the Registration Statement, and to the reference to our firm under the heading “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

  Very truly yours,
   
  /s/ Dorsey & Whitney LLP

 

DPL/JBE

 

 

 

 

Exhibit 10.1

 

FIRST AMENDMENT TO

EQUITY DISTRIBUTION agreement

 

This FIRST AMENDMENT TO EQUITY DISTRIBUTION AGREEMENT (this “Amendment”) is entered into as of July 27, 2026, by and between Co-Diagnostics, Inc., a Utah corporation (the “Company”), and Maxim Group LLC (the “Agent”).

 

WHEREAS, the Company and the Agent entered into an Equity Distribution Agreement, dated October 20, 2025 (the “Agreement”), pursuant to which the Company may issue and sell, through the Agent, its shares of common stock;

 

WHEREAS, the Agreement provides that the Company may cause the Agent to sell common stock of the Company having an aggregate offering price of up to $10 million;

 

WHEREAS, the Company and the Agent wish to amend the introductory paragraph and Sections 2(a) and 7(a) of the Agreement to remove the limit on the number of shares of the Company’s common stock that may be sold pursuant to the Agreement;

 

WHEREAS, sales of the Common Stock under the Agreement have been made pursuant to the Company’s registration statement on Form S-3 (File No. 333-270628), initially declared effective by the Securities and Exchange Commission (the “Commission”) on April 6, 2023 (as amended or supplemented from time to time, the “Existing Registration Statement”);

 

WHEREAS, the Company filed a new base registration statement on Form S-3 (File No. 333-295803) with the Commission, which was declared effective on May 15, 2026, and intends to file a prospectus supplement to such registration statement to register additional shares of Common Stock for offer and sale under the Agreement (the registration state together with such prospectus supplement, the “New Registration Statement”); and

 

WHEREAS, the parties desire to amend the Agreement to provide that, all references in the Agreement to the registration statement and related documents shall be deemed to include the New Registration Statement and the corresponding documents relating thereto.

 

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company and the Agent hereby agree as follows:

 

1. Amendment to the Introductory Paragraph of the Agreement. The introductory paragraph of the Agreement is hereby amended and restated in its entirety as follows:

 

“Co-Diagnostics, Inc., a Utah corporation (the “Company”), proposes to issue and sell through Maxim Group LLC (the “Agent”), as sales agent, shares of common stock, par value $0.001 per share (“Common Stock”), of the Company (the “Shares”) on terms set forth herein. The Shares consist entirely of authorized but unissued shares of Common Stock to be issued and sold by the Company.”

 

 

 

 

2. Amendment to “Purchase, Sale and Delivery of Shares. Sections 2(a) and 2(a)(i) of the Agreement is hereby amended and restated in its entirety as follows:

 

(a) At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, Shares; provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of shares of Common Stock registered on the Registration Statement pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued shares of Common Stock under the Company’s Articles of Incorporation, as amended or (c) would cause the Company or the Offering to not satisfy the eligibility and transaction requirements for use of Form S-3 (including, if then applicable, General Instruction I.B.6 of Form S-3) (the lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and the Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice of the Maximum Amount available for sale of the Shares no less than one (1) Business Day prior to the date on which it makes the initial sale of Shares under this Agreement. “Business Day”, as used herein, shall mean any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.

 

(i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein.

 

3.Amendment to “Termination of this Agreement. Section 7 of the Agreement is hereby amended and restated in its entirety as follows:

 

“7. Termination of this Agreement. The term of this Agreement shall begin on the date hereof, and shall continue until termination by either the Agent and the Company upon the provision of ten (10) days written notice. Any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect. Notwithstanding the foregoing, the Agent shall have the right, in its sole discretion, to terminate this Agreement if at any time from the date of this Agreement to the effectiveness of the Registration Statement, the Agent is not fully satisfied, in its sole discretion, with the results of its and its representatives’ review of the Company and the Company’s business.”

 

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4. New Registration Statement.

 

a.As used in this Amendment and the Agreement, the term “New Registration Statement” shall mean any new registration statement on Form S-3 (or any successor form thereto) filed by the Company with the Commission after October 20, 2025 for purposes of registering the offer and sale of shares of Common Stock under the Agreement, including all amendments thereto, all documents filed as a part thereof or incorporated by reference therein, and any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), to register additional shares of Common Stock.
   
b.Upon the effectiveness of any New Registration Statement, all references in the Agreement to “Registration Statement,” “Base Prospectus,” “Prospectus,” “Prospectus Supplement,” and any other defined terms relating to the registration statement and the prospectus included therein shall be deemed to refer to, and include, as applicable, the corresponding documents forming part of or relating to such New Registration Statement, the base prospectus included therein and any prospectus supplement thereto. All representations, warranties, covenants, agreements, and conditions set forth in the Agreement with respect to the Existing Registration Statement and the prospectus included therein shall apply to each New Registration Statement and the prospectus included therein with the same force and effect as if originally made with respect thereto.

 

5. No Further Amendment. Except as amended by this Amendment, the Agreement remains unaltered and shall remain in full force and effect.

 

6. Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be determined in accordance with the provisions of the Agreement.

 

7. Counterparts. This Amendment may be executed in any number of counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Signatures delivered by facsimile, electronic mail (including as a PDF file) or other transmission method shall be deemed to be original signatures, shall be valid and binding, and, upon delivery, shall constitute due execution of this Amendment.

 

[Signature page follows]

 

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IN WITNESS WHEREOF, each of the Company and the Agent has caused this Amendment to be executed and delivered by its officer thereunto duly authorized as of the date first above indicated.

 

  COMPANY
     
  CO-DIAGNOSTICS, INC.
     
  By: /s/ Dwight H. Egan
  Name: Dwight H. Egan
  Title: Chief Executive Officer

 

  AGENT
     
  MAXIM GROUP LLC
     
  By: /s/ Ritesh Veera
  Name: Ritesh Veera
  Title: Co-Head of Investment Banking

 

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